Latest news with #ConsentSolicitationStatement
Cision Canada
21 hours ago
- Business
- Cision Canada
Parkland Corporation Announces Execution of Supplemental Indentures for Senior Notes in Connection with the Consent Solicitations
CALGARY, AB, June 20, 2025 /CNW/ - Parkland Corporation (TSX: PKI) ("Parkland") today announced that in connection with the successful completion of its previously announced consent solicitations, Parkland, the applicable Guarantors and the applicable trustees have executed supplemental indentures (the "Supplemental Indentures") to amend the indentures (the "Indentures") governing the notes listed below (the "Notes"). The consent solicitations were made in connection with Parkland's definitive agreement whereby Sunoco LP ("Sunoco") will acquire the issued and outstanding common shares of Parkland (the "Transaction"), which was previously announced on May 5, 2025. The Supplemental Indentures amended the Indentures by (collectively, the "COC Amendments"): (a) eliminating Parkland's potential obligation under such Indenture to make a "Change of Control Offer" (as defined in such Indenture) as a result of the Transaction; and (b) amending the defined term "Change of Control" in such Indenture to provide that Sunoco and its affiliates will be "Qualified Owners" of Parkland. The Supplemental Indentures became effective upon their execution and are binding on all Holders, as defined in that certain consent solicitation statement issued on May 27, 2025 (the "Consent Solicitation Statement"), including those who did not deliver a consent at or prior to the Expiration Date, as defined in the Consent Solicitation Statement. The COC Amendments will cease to become operative if the Transaction is not consummated or if the applicable consent fees are not paid to the applicable depositary or tabulation agent. This press release is for informational purposes only and does not amend the consent solicitations, which have expired and were made solely on the terms and subject to the conditions set forth in the consent solicitation statement. Further, this press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. Please refer to the earlier press releases dated May 27, 2025 and June 10, 2025, in connection with the consent solicitations for more information. Forward-Looking Statements Certain statements contained herein constitute forward-looking information and statements (collectively, "forward-looking statements"). When used in this news release, the words "believes", "expects", "expected", "will", "plan", "intends", "target", "would", "seek", "could", "projects", "projected", "anticipates", "estimates", "continues" and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things, the Transaction. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Transaction. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties. For more information, please see the risks and uncertainties described under the headings "Cautionary Statement Regarding Forward-Looking Information" and "Risk Factors" in Parkland's current Annual Information Form dated March 5, 2025, and under the headings "Forward-Looking Information" and "Risk Factors" included in the Q1 2025 Management's Discussion and Analysis dated May 5, 2025, each as filed on SEDAR+ and available on Parkland's website at The forward-looking statements contained herein are expressly qualified by this cautionary statement. About Parkland Corporation Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in 26 countries across the Americas. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers' needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.
Cision Canada
10-06-2025
- Business
- Cision Canada
FRONTERA ENERGY CORPORATION ANNOUNCES TENDER OFFER RESULTS AND RECEIPT OF REQUISITE CONSENTS UNDER THE TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 7.875% SENIOR NOTES DUE 2028
TORONTO, June 10, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) (the " Company" or " Frontera") announces the results of the Company's previously announced cash tender offer (the " Offer") and concurrent consent solicitation (the " Solicitation") of its outstanding 7.875% Senior Notes due 2028 (the " Notes"), in each case, made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated as of May 9, 2025 (as amended prior to the date hereof, the " Offer to Purchase"). Capitalized terms used but not defined in this press release have the meaning set forth in the Offer to Purchase. Orlando Cabrales, Chief Executive Officer (CEO), Frontera, commented: "I am pleased to announce that the Company has received (i) the requisite consents to implement the proposed amendments to the terms of the Notes and (ii) validly delivered tenders in excess of the maximum tender amount set forth in the Offer. The successful completion of this transaction is an important step for the Company as it modernizes its covenant package to meet today's market needs. The transaction also reduces the Company's Notes by U.S.$80 million (or over 20%) 3 years before maturity, highlighting the Company's commitment to its bondholders. The Company's Board and Management believe that to succeed in the current macro-economic landscape, companies must take decisive and strategic actions to maintain operational and financial flexibility, deliver long-term business and reserve growth, including through inorganic opportunities, and reduce financial leverage to ensure long-term sustainability. These results are proof of Frontera's strategic focus on delivering meaningful bondholder and investor value initiatives. The Company will continue to consider similar investor-focused initiatives in 2025 and beyond." As of 5:00 p.m., New York City time, on June 9, 2025 (the " Extended Early Tender Date and Consent Deadline") which was also the Expiration Time, the Company had received, without duplication, (i) validly delivered tenders from Holders representing U.S.$134,169,000 in aggregate principal amount of Notes Outstanding (as defined in the Indenture) and (ii) validly delivered Consents from Holders (including Consents delivered without tenders) representing U.S.$194,448,000 (i.e. 50.38%) in aggregate principal amount of Notes Outstanding (as defined in the Indenture). Therefore, the Company has obtained the Requisite Consents to the Proposed Amendments under the Indenture governing the Notes and will proceed, on the Tender and Solicitation Settlement Date (as defined below), to (a) execute the Supplemental Indenture incorporating the Proposed Amendments and (b) pay to consenting Holders the Amended Consent Payment (consisting of U.S.$8 million to be divided pro rata among all tendering and consenting Holders, which is equal to U.S.$41.14 per U.S.$1,000 principal amount of Notes). Holders who validly delivered their Consents at or prior to the Extended Early Tender Date and Consent Deadline are eligible to receive the Amended Consent Payment with respect to their consented Notes. Holders who validly tendered their Notes at or prior to the Extended Early Tender Date and Consent Deadline, and whose Notes are accepted for purchase pursuant to the Offer, are eligible to receive (a) both the Amended Tender Consideration (equal to U.S.$720 per U.S.$1,000 principal amount of Notes tendered and accepted for purchase, subject to the proration factor as detailed in the table below) and the Amended Consent Payment (equal to U.S.$41.14 per U.S.$1,000 principal amount of Notes for which a Consent was submitted, without applying the proration factor) with respect to their Notes, subject to proration as set forth in the Offer to Purchase, and (b) accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Tender and Solicitation Settlement Date. The Company hereby accepts Notes validly tendered subject to the Amended Maximum Tender Amount (i.e., U.S.$80 million) for purchase in the Offer. Tendered Notes will be subject to proration, with the proration factor having been calculated by the Company as detailed in the table below, based on the aggregate principal amount of Notes validly tendered at or prior to the Extended Early Tender Date and Consent Deadline. For the avoidance of doubt, all Notes tendered at or prior to the Extended Early Tender Date and Consent Deadline will be prorated equally in conjunction with all Notes tendered at or prior to the Original Early Tender Date and Consent Deadline, which occurred at 5:00 p.m., New York City time, on May 23, 2025. Subject to the Amended Maximum Tender Amount, if the principal amount of Notes, after applying proration, results in (i) an acceptance of Notes in a principal amount of less than U.S.$200,000 and/or (ii) Notes in a principal amount of less than U.S.$200,000 being returned to the applicable Holder, the Company will accept the relevant electronic tender instruction in full. Settlement of the Amended Tender Consideration for the Notes validly tendered (and not validly withdrawn), up to the Amended Maximum Tender Amount, and of the Amended Consent Payment for the Consents validly delivered (and not validly revoked), at or prior to the Extended Early Tender Date and Consent Deadline, is expected to occur on June 11, 2025 (the "Tender and Solicitation Settlement Date"). All Notes validly tendered but not accepted as a result of proration or otherwise will be rejected and returned to relevant Holders on the Tender and Solicitation Settlement Date. The Offer and the Solicitation are made by, and pursuant to the terms of, the Offer to Purchase and the information in this announcement is qualified by reference to the Offer to Purchase. Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. are acting as dealer managers for the Offer and solicitation agents for the Solicitation (the " Dealer Managers and Solicitation Agents"). The information and tender agent is Morrow Sodali International LLC, trading as Sodali & Co (the " Information and Tender Agent"). Requests for documentation should be directed to the Information and Tender Agent at the offer website: Questions regarding the Offer or the Solicitation should be directed to the Dealer Managers and Solicitation Agents at (212) 723-6106 (for Citigroup) or (212) 710-6749 (for Itaú BBA). This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Solicitation was made, and the Offer is being made, only pursuant to the Offer to Purchase. Based on publicly available information, The Catalyst Capital Group Inc., which manages funds (the " Catalyst Funds") that hold approximately 40.97% of the common shares of the Company, exercises control or direction over U.S.$8 million principal amount of the Notes. As a result of the holdings of the Catalyst Funds, the Offer and the Solicitation are "related party transactions" of the Company as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators (" MI 61-101"). The Offer and the Solicitation are exempt from the valuation and minority approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(a) of MI 61-101, respectively. The material change report dated May 15, 2025 filed by the Company in connection with the Offer and the Solicitation contains additional disclosure required under MI 61-101. The Company holds U.S.$6 million principal amount of the Notes. The Notes held by the Company are not subject to the Offer or the Solicitation. The Notes held by the Company and the Catalyst Funds are not considered Outstanding (as defined in the Indenture) for purposes of calculating the Requisite Consents to the Proposed Amendments. About Frontera: Frontera Energy Corporation is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of oil and natural gas in South America, including strategic investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets which consists of interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and in pipeline and port facilities in Colombia. Frontera's common shares are listed for trading in the Toronto Stock Exchange under the ticker symbol "FEC." The Company is committed to conducting business safely and in a socially and environmentally responsible manner. Cautionary Note Concerning Forward-Looking Statements This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the timing and terms of the Offer and the Solicitation) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the newly imposed U.S. trade tariffs affecting over 50 countries and escalating tensions with China; the impact of the Russia-Ukraine conflict and conflict in the Middle East; actions of the Organization of Petroleum Exporting Countries (OPEC+); liabilities inherent with the exploration, development, exploitation and reclamation of oil and natural gas; uncertainty of estimates of capital and operating costs, production estimates and estimated economic return; uncertainties associated with estimating oil and natural gas reserves; failure to establish estimated resources or reserves; volatility in market prices for oil and natural gas; fluctuation in currency exchange rates; inflation; changes in equity markets; perceptions of the Company's prospects and the prospects of the oil and gas industry in Colombia and other countries where the Company operates or has investments; uncertainties relating to the availability and costs of financing needed in the future; the Company's ability to complete strategic initiatives or transactions to enhance the value of its securities and the timing thereof; the Company's ability to access additional financing; the ability of the Company to maintain its credit ratings; the ability of the Company to meet its financial obligations and minimum commitments, fund capital expenditures and comply with covenants contained in the agreements that govern indebtedness; political developments in the countries where the Company operates; the uncertainties involved in interpreting drilling results and other geological data; timing on receipt of government approvals; the inability of the Company to reach an agreement with the Government of Guyana in respect of the Company and its joint venture partner's interests in, and the petroleum prospecting license for, the Corentyne block; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 10, 2025 filed on SEDAR+ at Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
Yahoo
10-06-2025
- Business
- Yahoo
FRONTERA ENERGY CORPORATION ANNOUNCES TENDER OFFER RESULTS AND RECEIPT OF REQUISITE CONSENTS UNDER THE TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 7.875% SENIOR NOTES DUE 2028
CUSIP 35905B AC1 (144A) / C35898 AB8 (Reg S) ISIN: US35905BAC19 (144A) / USC35898AB82 (Reg S) TORONTO, June 10, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) (the "Company" or "Frontera") announces the results of the Company's previously announced cash tender offer (the "Offer") and concurrent consent solicitation (the "Solicitation") of its outstanding 7.875% Senior Notes due 2028 (the "Notes"), in each case, made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated as of May 9, 2025 (as amended prior to the date hereof, the "Offer to Purchase"). Capitalized terms used but not defined in this press release have the meaning set forth in the Offer to Purchase. Orlando Cabrales, Chief Executive Officer (CEO), Frontera, commented: "I am pleased to announce that the Company has received (i) the requisite consents to implement the proposed amendments to the terms of the Notes and (ii) validly delivered tenders in excess of the maximum tender amount set forth in the Offer. The successful completion of this transaction is an important step for the Company as it modernizes its covenant package to meet today's market needs. The transaction also reduces the Company's Notes by U.S.$80 million (or over 20%) 3 years before maturity, highlighting the Company's commitment to its bondholders. The Company's Board and Management believe that to succeed in the current macro-economic landscape, companies must take decisive and strategic actions to maintain operational and financial flexibility, deliver long-term business and reserve growth, including through inorganic opportunities, and reduce financial leverage to ensure long-term sustainability. These results are proof of Frontera's strategic focus on delivering meaningful bondholder and investor value initiatives. The Company will continue to consider similar investor-focused initiatives in 2025 and beyond." As of 5:00 p.m., New York City time, on June 9, 2025 (the "Extended Early Tender Date and Consent Deadline") which was also the Expiration Time, the Company had received, without duplication, (i) validly delivered tenders from Holders representing U.S.$134,169,000 in aggregate principal amount of Notes Outstanding (as defined in the Indenture) and (ii) validly delivered Consents from Holders (including Consents delivered without tenders) representing U.S.$194,448,000 (i.e. 50.38%) in aggregate principal amount of Notes Outstanding (as defined in the Indenture). Therefore, the Company has obtained the Requisite Consents to the Proposed Amendments under the Indenture governing the Notes and will proceed, on the Tender and Solicitation Settlement Date (as defined below), to (a) execute the Supplemental Indenture incorporating the Proposed Amendments and (b) pay to consenting Holders the Amended Consent Payment (consisting of U.S.$8 million to be divided pro rata among all tendering and consenting Holders, which is equal to U.S.$41.14 per U.S.$1,000 principal amount of Notes). Holders who validly delivered their Consents at or prior to the Extended Early Tender Date and Consent Deadline are eligible to receive the Amended Consent Payment with respect to their consented Notes. Holders who validly tendered their Notes at or prior to the Extended Early Tender Date and Consent Deadline, and whose Notes are accepted for purchase pursuant to the Offer, are eligible to receive (a) both the Amended Tender Consideration (equal to U.S.$720 per U.S.$1,000 principal amount of Notes tendered and accepted for purchase, subject to the proration factor as detailed in the table below) and the Amended Consent Payment (equal to U.S.$41.14 per U.S.$1,000 principal amount of Notes for which a Consent was submitted, without applying the proration factor) with respect to their Notes, subject to proration as set forth in the Offer to Purchase, and (b) accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Tender and Solicitation Settlement Date. The Company hereby accepts Notes validly tendered subject to the Amended Maximum Tender Amount (i.e., U.S.$80 million) for purchase in the Offer. Tendered Notes will be subject to proration, with the proration factor having been calculated by the Company as detailed in the table below, based on the aggregate principal amount of Notes validly tendered at or prior to the Extended Early Tender Date and Consent Deadline. For the avoidance of doubt, all Notes tendered at or prior to the Extended Early Tender Date and Consent Deadline will be prorated equally in conjunction with all Notes tendered at or prior to the Original Early Tender Date and Consent Deadline, which occurred at 5:00 p.m., New York City time, on May 23, 2025. Notes CUSIP/ISIN NumbersAggregate Principal Amount Tendered Maximum Tender Amount Proration Factor 7.875% Senior Notes due 2028 CUSIP: 35905B AC1 (144A) / C35898 AB8 (Reg S) ISIN: US35905BAC19 (144A) / USC35898AB82 (Reg S)US$134,169,000 US$80,000,000 55.633 % Subject to the Amended Maximum Tender Amount, if the principal amount of Notes, after applying proration, results in (i) an acceptance of Notes in a principal amount of less than U.S.$200,000 and/or (ii) Notes in a principal amount of less than U.S.$200,000 being returned to the applicable Holder, the Company will accept the relevant electronic tender instruction in full. Settlement of the Amended Tender Consideration for the Notes validly tendered (and not validly withdrawn), up to the Amended Maximum Tender Amount, and of the Amended Consent Payment for the Consents validly delivered (and not validly revoked), at or prior to the Extended Early Tender Date and Consent Deadline, is expected to occur on June 11, 2025 (the "Tender and Solicitation Settlement Date"). All Notes validly tendered but not accepted as a result of proration or otherwise will be rejected and returned to relevant Holders on the Tender and Solicitation Settlement Date. The Offer and the Solicitation are made by, and pursuant to the terms of, the Offer to Purchase and the information in this announcement is qualified by reference to the Offer to Purchase. Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. are acting as dealer managers for the Offer and solicitation agents for the Solicitation (the "Dealer Managers and Solicitation Agents"). The information and tender agent is Morrow Sodali International LLC, trading as Sodali & Co (the "Information and Tender Agent"). Requests for documentation should be directed to the Information and Tender Agent at the offer website: Questions regarding the Offer or the Solicitation should be directed to the Dealer Managers and Solicitation Agents at (212) 723-6106 (for Citigroup) or (212) 710-6749 (for Itaú BBA). This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Solicitation was made, and the Offer is being made, only pursuant to the Offer to Purchase. Based on publicly available information, The Catalyst Capital Group Inc., which manages funds (the "Catalyst Funds") that hold approximately 40.97% of the common shares of the Company, exercises control or direction over U.S.$8 million principal amount of the Notes. As a result of the holdings of the Catalyst Funds, the Offer and the Solicitation are "related party transactions" of the Company as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators ("MI 61-101"). The Offer and the Solicitation are exempt from the valuation and minority approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(a) of MI 61-101, respectively. The material change report dated May 15, 2025 filed by the Company in connection with the Offer and the Solicitation contains additional disclosure required under MI 61-101. The Company holds U.S.$6 million principal amount of the Notes. The Notes held by the Company are not subject to the Offer or the Solicitation. The Notes held by the Company and the Catalyst Funds are not considered Outstanding (as defined in the Indenture) for purposes of calculating the Requisite Consents to the Proposed Amendments. About Frontera: Frontera Energy Corporation is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of oil and natural gas in South America, including strategic investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets which consists of interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and in pipeline and port facilities in Colombia. Frontera's common shares are listed for trading in the Toronto Stock Exchange under the ticker symbol "FEC." The Company is committed to conducting business safely and in a socially and environmentally responsible manner. If you would like to receive News Releases via e-mail as soon as they are published, please subscribe here: Advisories: Cautionary Note Concerning Forward-Looking Statements This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the timing and terms of the Offer and the Solicitation) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the newly imposed U.S. trade tariffs affecting over 50 countries and escalating tensions with China; the impact of the Russia-Ukraine conflict and conflict in the Middle East; actions of the Organization of Petroleum Exporting Countries (OPEC+); liabilities inherent with the exploration, development, exploitation and reclamation of oil and natural gas; uncertainty of estimates of capital and operating costs, production estimates and estimated economic return; uncertainties associated with estimating oil and natural gas reserves; failure to establish estimated resources or reserves; volatility in market prices for oil and natural gas; fluctuation in currency exchange rates; inflation; changes in equity markets; perceptions of the Company's prospects and the prospects of the oil and gas industry in Colombia and other countries where the Company operates or has investments; uncertainties relating to the availability and costs of financing needed in the future; the Company's ability to complete strategic initiatives or transactions to enhance the value of its securities and the timing thereof; the Company's ability to access additional financing; the ability of the Company to maintain its credit ratings; the ability of the Company to meet its financial obligations and minimum commitments, fund capital expenditures and comply with covenants contained in the agreements that govern indebtedness; political developments in the countries where the Company operates; the uncertainties involved in interpreting drilling results and other geological data; timing on receipt of government approvals; the inability of the Company to reach an agreement with the Government of Guyana in respect of the Company and its joint venture partner's interests in, and the petroleum prospecting license for, the Corentyne block; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 10, 2025 filed on SEDAR+ at Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. View original content: SOURCE Frontera Energy Corporation View original content:
Associated Press
04-06-2025
- Business
- Associated Press
Fidelity National Financial, Inc. Announces Successful Completion of Consent Solicitation
JACKSONVILLE, Fla., June 4, 2025 /PRNewswire/ -- Fidelity National Financial, Inc. (NYSE: FNF) ('FNF' or the 'Company') today announced the successful completion of the previously announced consent solicitations of the holders of each of its 4.500% Senior Notes due 2028 (the '2028 Notes'), 3.400% Senior Notes due 2030 (the '2030 Notes'), 2.450% Senior Notes due 2031 (the '2031 Notes') and 3.200% Senior Notes due 2051 (the '2051 Notes' and, collectively with the 2028 Notes, 2030 Notes and the 2031 Notes, the 'Notes"; and each a 'series of Notes') to effect a certain amendment (the 'Proposed Amendment') to the indenture governing the Notes (the 'Indenture') with respect to each series of Notes, as described below. As of 5:00 p.m., New York City time, on June 3, 2025 (the 'Expiration Time'), the Company had received consents from a majority in principal amount of each series of Notes outstanding for the adoption of the proposed amendment to the Indenture. Each of the consent solicitations was made pursuant to the consent solicitation statement, dated May 28, 2025 (the 'Consent Solicitation Statement'). A supplemental indenture giving effect to the Proposed Amendment with respect to each series of Notes will be executed promptly. Upon its execution, the supplemental indenture will be effective and constitute a binding agreement between the Company and the trustee. Immediately prior to the consummation of the Company's redomestication, by conversion, from a corporation organized under the laws of the State of Delaware to a corporation organized under the laws of the State of Nevada (the 'Redomestication'), the Company will pay holders of each series of Notes who validly delivered their consents at or prior to the Expiration Time (and did not validly revoke such consents) the Consent Fee described in the Consent Solicitation Statement. No Consent Fee will be paid with respect to a series of Notes if any of the consent solicitations are terminated prior to the proposed amendment becoming effective or if the Company abandons the Redomestication or if the Redomestication is not completed for any reason whatsoever. The Company is not required to consummate the Redomestication even if it has received the requisite consents for the Notes and the approval of its shareholders to the Redomestication. If the Redomestication is abandoned prior to consummation or otherwise not completed for any reason whatsoever (including, without limitation, because the Company determines to effect a redomestication by way of merger or otherwise), or the conditions to the consent solicitations are not satisfied or waived, then no Consent Fee shall be payable and the Proposed Amendment contained in supplemental indenture described above will not become operative. Any questions regarding these payments should be directed to the Information Agent and Tabulation Agent for the consent solicitation, D.F. King & Co., Inc., at (866) 340-7108 (toll free) or (212) 269-5550 (banks and brokers) (collect) or by email at [email protected]. BofA Securities acted as Solicitation Agent in connection with the consent solicitations. Questions regarding the consent solicitations may be directed to BofA Securities, Attention: Liability Management Group at (888) 292-0070 (toll free) or (980) 387-3907 (collect). This press release is for informational purposes only and does not constitute a solicitation of consents of holders of the Notes and shall not be deemed a solicitation of consents with respect to any other securities of the Company. About Fidelity National Financial, Inc. Fidelity National Financial, Inc. (NYSE: FNF) is a leading provider of title insurance and transaction services to the real estate and mortgage industries, and a leading provider of insurance solutions serving retail annuity and life customers and institutional clients through its majority owned subsidiary F&G Annuities & Life, Inc. (NYSE: FG). FNF is the nation's largest title insurance company through its title insurance underwriters - Fidelity National Title, Chicago Title, Commonwealth Land Title, Alamo Title and National Title of New York - that collectively issue more title insurance policies than any other title company in the United States. More information about FNF can be found at Forward-Looking Statements and Risk Factors This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, intentions or strategies regarding the future are forward-looking statements. Forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: the potential impact of the consummation of the Redomestication on relationships, including with shareholders, bondholders and stakeholders; our ability to successfully realize the anticipated benefits of the Redomestication; the risk that we do not receive the Requisite Consents with respect to each series of Notes or shareholder approval for the Redomestication; adverse changes in general economic, business, political crisis, war and pandemic conditions, including ongoing geopolitical conflicts; consumer spending; government spending; the volatility and strength of the capital markets; investor and consumer confidence; foreign currency exchange rates; commodity prices; inflation levels; changes in trade policy; tariffs and trade sanctions on goods; trade wars; supply chain disruptions; weakness or adverse changes in the level of real estate activity, which may be caused by, among other things, high or increasing interest rates, a limited supply of mortgage funding or a weak U.S. economy; our potential inability to find suitable acquisition candidates; our dependence on distributions from our title insurance underwriters as a main source of cash flow; significant competition that F&G and our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries, including regulation of title insurance and services and privacy and data protection laws; systems damage, failures, interruptions, cyberattacks and intrusions, or unauthorized data disclosures; and other risks detailed in the 'Statement Regarding Forward-Looking Information,' 'Risk Factors' and other sections of FNF's Form 10-K and other filings with the Securities and Exchange Commission. FNF-G View original content: SOURCE Fidelity National Financial, Inc.
Cision Canada
02-06-2025
- Business
- Cision Canada
FRONTERA ENERGY CORPORATION ANNOUNCES INCREASE IN CONSIDERATION AND MAXIMUM TENDER AMOUNT, AND AMENDMENT TO CERTAIN OTHER TERMS OF THE TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 7.875% SENIOR NOTES DUE 2028
TORONTO, June 2, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) (the " Company" or " Frontera") hereby announces the changes set forth below to the Company's previously announced cash tender offer (the "Offer") and consent solicitation (the "Solicitation") of its outstanding 7.875% Senior Notes due 2028 (the "Notes"), made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated as of May 9, 2025 (as amended prior to the date hereof, the " Offer to Purchase"). Capitalized terms used but not defined in this press release have the meaning set forth in the Offer to Purchase. As of May 30, 2025, Holders of U.S.$124,134,000 aggregate principal amount of the Notes had either tendered their Notes or provided their standalone Consents in the Offer and the Solicitation, as follows: (i) Holders of U.S.$73,266,000 aggregate principal amount of the Notes had tendered their Notes; and (ii) Holders of U.S.$50,868,000 aggregate principal amount of the Notes had delivered their standalone Consents. Summary of the amendments to the Offer and Solicitation: The Maximum Tender Amount will be increased from U.S.$65 million to U.S.$80 million (the " Amended Maximum Tender Amount"). The Consent Payment for consents validly delivered at or prior to 5:00 p.m, New York City time, on June 9, 2025 (the " Extended Early Tender Date and Consent Deadline") will be increased from U.S.$15.00 for each U.S.$1,000 principal amount of Notes to an aggregate amount of U.S.$8 million, to be divided pro rata among all tendering and consenting Holders (the " Amended Consent Payment") in the Offer and Solicitation in aggregate. Based on the percentage of the aggregate principal amount of Notes (i) that are validly tendered pursuant to the Offer and (ii) in respect of which standalone Consents are delivered pursuant to the Solicitation, the pro rata Amended Consent Payment will be approximately between U.S.$20.70 and U.S.$41.50 per U.S.$1,000 principal amount of Notes. The consideration for each U.S.$1,000 principal amount of Notes validly tendered at or prior to the Extended Early Tender Date and Consent Deadline, and accepted for purchase pursuant to the Offer, will be increased from U.S.$700.00 to U.S.$720.00 (the " Amended Tender Consideration"). Additionally, the Amended Tender Consideration will be modified such that Holders that validly tender their Notes and deliver their Consents at or prior to the Extended Tender Date and Consent Deadline and whose Notes are accepted for purchase will receive both the Amended Tender Consideration and the Amended Consent Payment. Holders who (i) validly tender their Notes at or prior to the Extended Tender Date and Consent Deadline, but whose Notes are not accepted for purchase due to oversubscription of the Offer and (ii) validly deliver Consents but do not validly tender their Notes at or prior to the Extended Tender Date and Consent Deadline, will only receive a pro-rata share of the Amended Consent Payment. For illustrative purposes only, the table below sets forth the approximate Amended Tender Consideration and Amended Consent Payment, as the case may be, that each Holder whose Notes are accepted for purchase pursuant to the Offer and/or who validly delivers its Consent pursuant to the Solicitation will be entitled to receive, subject to the terms and conditions of the Offer and the Solicitation, assuming certain overall participation scenarios: __________ (1) To be divided pro-rata among all tendering or consenting holders. (2) Per U.S.$1,000 principal amount of Notes. This is the approximate pro rata share of the Amended Consent Payment expected to be payable to each tendering or consenting Holder. U.S.$6 million principal amount of Notes held by the Company and U.S.$8 million principal among of Notes held by the Catalyst Funds (as defined below) shall be excluded from purposes of calculating the Requisite Consents and the pro rata share of the Amended Consent Payment.. (3) Per U.S.$1,000 principal amount of Notes. This is the approximate pro rata share of the Amended Consent Payment expected to be payable to each tendering or consenting Holder. U.S.$6 million principal amount of Notes held by the Company and U.S.$8 million principal among of Notes held by the Catalyst Funds (as defined below) shall be excluded from purposes of calculating the Requisite Consents and the pro rata share of the Amended Consent Payment. 4. The treatment of minimum authorized denomination and the acceptance of tenders in the event that the Amended Tender Amount is oversubscribed will be as follows: Subject to the Amended Maximum Tender Amount, if the principal amount of Notes, after applying proration, results in (i) an acceptance of Notes in a principal amount of less than U.S.$200,000 and/or (ii) Notes in a principal amount of less than U.S.$200,000 being returned to the applicable Holder, the Company will accept the relevant electronic tender instruction in full. Holders who (i) validly tendered and did not validly withdraw their Notes at or prior to 5:00 p.m., New York city time, on May 23, 2025 (the " Original Early Tender Date and Consent Deadline") and (ii) validly tender their Notes after the Original Early Tender Date and Consent Deadline but at or prior to the Extended Early Tender Date and Consent Deadline, and, in each case, whose Notes are accepted for purchase pursuant to the Offer, will be eligible to receive (a) both the Amended Tender Consideration and the Amended Consent Payment with respect to their Notes, subject to proration and certain conditions as set forth in the Offer to Purchase, and (b) accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Tender Settlement Date (as defined below). There will be no Total Consideration, Tender Offer Consideration or Consent Payment (as each of such terms is defined in the Offer to Purchase). The amount of Notes that may be purchased in the Offer is subject to the Amended Maximum Tender Amount. Tendered Notes will be subject to proration, with the proration factor depending on the aggregate principal amount of Notes validly tendered at or prior to the Extended Early Tender Date and Consent Deadline. For the avoidance of doubt, all Notes tendered after the Original Early Tender Date and Consent Deadline and at or prior to the Extended Early Tender Date and Consent Deadline will be prorated equally in conjunction with all Notes tendered at or prior to the Original Early Tender Date and Consent Deadline. Pursuant to the terms of the Offer, Holders may not tender their Notes without delivering their Consents to the Proposed Amendments to the Indenture governing the Notes. Holders who (i) validly delivered and did not validly revoke their Consents at or prior to the Original Early Tender Date and Consent Deadline and (ii) validly deliver their Consents after the Original Early Tender Date and Consent Deadline but at or prior to the Extended Early Tender Date and Consent Deadline, will be eligible to receive the Amended Consent Payment, irrespective of whether or not they tendered their Notes. All the amendments to the Offer and the Solicitation set forth herein are for the benefit of the Holders. Any Notes validly tendered or Consents validly delivered after the Withdrawal Deadline, which occurred at 5:00 p.m., New York City time, on May 23, 2025, may not be withdrawn. Consummation of the Offer and the Solicitation and payment for the Notes tendered and Consents delivered is subject to the satisfaction of certain conditions set forth in the Offer to Purchase, including obtaining the Requisite Consents to the Proposed Amendments under the Indenture governing the Notes. Except for the Financing Condition, these conditions have not yet been satisfied in full, and the Company has the right, in its sole discretion, to amend or terminate the Offer and/or the Solicitation at any time, and settlement for all Notes tendered and consents delivered at or prior to the Extended Early Tender Date and Consent Deadline is contingent on the satisfaction or waiver of these conditions. Settlement for the Notes validly tendered (and not validly withdrawn) and for Consents validly delivered (and not validly revoked) in each case, at or prior to the Extended Early Tender Date and Consent Deadline, up to the Amended Maximum Tender Amount, is expected to occur on June 11, 2025 (the " Tender Settlement Date"), subject to the satisfaction or waiver of the conditions referred to above. The Company reserves the right to further increase or decrease the Amended Maximum Tender Amount at its reasonable discretion, although no assurance can be given that the Amended Maximum Tender Amount will be further increased or decreased. Settlement of all tendered Notes will be subject to proration as set forth herein and in the Offer to Purchase. Unless otherwise amended as expressly described above in this press release, the terms and conditions of the Offer to Purchase remain the same. The terms and conditions of the Offer and the Solicitation are described in the Offer to Purchase, as supplemented and amended by this announcement. The Offer and the Solicitation are made by, and pursuant to the terms of, the Offer to Purchase, as supplemented and amended by this announcement, and the information in this announcement is qualified by reference to the Offer to Purchase. Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. are acting as dealer managers for the Offer and solicitation agents for the Solicitation (the " Dealer Managers and Solicitation Agents"). The information and tender agent is Morrow Sodali International LLC, trading as Sodali & Co (the " Information and Tender Agent"). Requests for documentation should be directed to the Information and Tender Agent at the offer website: Questions regarding the Offer or the Solicitation should be directed to the Dealer Managers and Solicitation Agents at (212) 723-6106 (for Citigroup) or (212) 710-6749 (for Itaú BBA). This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer and the Solicitation are being made only pursuant to the Offer to Purchase. None of the Company, the Dealer Managers and Solicitation Agents or the Information and Tender Agent makes any recommendation as to whether Holders should tender or refrain from tendering their Notes or delivering their Consents. Holders must make their own decision as to whether to tender Notes (and, if so, the principal amount of Notes to tender) and/or deliver Consents. Based on publicly available information, The Catalyst Capital Group Inc., which manages funds (the " Catalyst Funds") that hold approximately 40.97% of the common shares of the Company, exercises control or direction over U.S.$8 million principal amount of the Notes. As a result of the holdings of the Catalyst Funds, the Offer and the Solicitation are "related party transactions" of the Company as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators (" MI 61-101"). The Offer and the Solicitation will be exempt from the valuation and minority approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(a) of MI 61-101, respectively. The material change report dated May 15, 2025, filed by the Company in connection with the Offer and the Solicitation contains additional disclosure required under MI 61-101. The Company holds U.S.$6 million principal amount of the Notes. The Notes held by the Company are not subject to the Offer or the Solicitation. The Notes held by the Company and the Catalyst Funds will not be considered outstanding for purposes of calculating the Requisite Consents to the Proposed Amendments. About Frontera: Frontera Energy Corporation is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of oil and natural gas in South America, including strategic investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets which consists of interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and in pipeline and port facilities in Colombia. Frontera's common shares are listed for trading in the Toronto Stock Exchange under the ticker symbol "FEC." The Company is committed to conducting business safely and in a socially and environmentally responsible manner. This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the timing and terms of the Offer and Solicitation) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: failure to meet all conditions of the Offer and Solicitation (including the receipt of the Requisite Consents); level of participation in the Offer and Solicitation; the newly imposed U.S. trade tariffs affecting over 50 countries and escalating tensions with China; the impact of the Russia-Ukraine conflict and conflict in the Middle East; actions of the Organization of Petroleum Exporting Countries (OPEC+); liabilities inherent with the exploration, development, exploitation and reclamation of oil and natural gas; uncertainty of estimates of capital and operating costs, production estimates and estimated economic return; uncertainties associated with estimating oil and natural gas reserves; failure to establish estimated resources or reserves; volatility in market prices for oil and natural gas; fluctuation in currency exchange rates; inflation; changes in equity markets; perceptions of the Company's prospects and the prospects of the oil and gas industry in Colombia and other countries where the Company operates or has investments; uncertainties relating to the availability and costs of financing needed in the future; the Company's ability to complete strategic initiatives or transactions to enhance the value of its securities and the timing thereof; the Company's ability to access additional financing; the ability of the Company to maintain its credit ratings; the ability of the Company to meet its financial obligations and minimum commitments, fund capital expenditures and comply with covenants contained in the agreements that govern indebtedness; political developments in the countries where the Company operates; the uncertainties involved in interpreting drilling results and other geological data; timing on receipt of government approvals; the inability of the Company to reach an agreement with the Government of Guyana in respect of the Company and its joint venture partner's interests in, and the petroleum prospecting license for, the Corentyne block; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 10, 2025 filed on SEDAR+ at Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
