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Business Wire
03-06-2025
- Business
- Business Wire
Avolon Announces Pricing Terms of Previously Announced Debt Tender Offers
DUBLIN--(BUSINESS WIRE)--Avolon Holdings Limited ('Avolon' or the 'Company'), a leading global aviation finance company, announced today the pricing terms of the previously announced offers by Avolon Holdings Funding Limited, a Cayman Islands exempted company and a direct wholly-owned subsidiary of Avolon ('Avolon Holdings Funding' or the 'Offeror' and, together with the Company and its consolidated subsidiaries, 'we,' 'our' or 'us'), to purchase for cash each series (each, a 'Series') of the notes listed in the table below (the 'Notes') (i) in accordance with, and in the order of, the corresponding Acceptance Priority Levels and (ii) subject to the Maximum Tender Cap (as defined below) and pro rata allocation, upon the terms and subject to the conditions set forth in the Offer to Purchase (as defined below). The offers to purchase with respect to each Series of Notes are referred to herein as the 'Offers' and each, an 'Offer.' Each Offer is made upon the terms and subject to the conditions set forth in the offer to purchase, dated May 19, 2025 (as amended or supplemented from time to time, the 'Offer to Purchase'). Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase. Because the aggregate purchase price (excluding Accrued Interest (as defined below)) of the Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on June 2, 2025 (the 'Early Tender Deadline') exceeds the Maximum Tender Cap, we will accept for purchase such Notes in accordance with the Acceptance Priority Levels, subject to the proration factors, each as set forth in the table below and as further described in the Offer to Purchase, so as not to exceed the Maximum Tender Cap. The applicable Total Consideration for each $1,000 in principal amount of Notes validly tendered and not validly withdrawn before the Early Tender Deadline and accepted for purchase pursuant to the Offers was determined by reference to the applicable fixed spread for each Series of Notes over the yield based on the bid price of the applicable reference security, in each case as set forth in the table below. The Tender Offer Yields (as determined pursuant to the Offer to Purchase) listed in the table below were determined at 9:00 A.M., New York City time, today, June 3, 2025, by the Dealer Managers (as defined below). The Total Consideration for each Series includes an early tender premium (the 'Early Tender Premium') of $30.00 per $1,000 principal amount of Notes accepted for purchase and accounts for the maturity date or par call date, as applicable. The following table sets forth the pricing terms for the Offers: ____________________ * Admitted to trading on the Irish Stock Exchange plc, trading as Euronext Dublin ('Euronext Dublin'). (1) Per $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase in the applicable Offer at or prior to the Early Tender Deadline. The Total Consideration was determined taking into account the maturity date or par call date, as applicable, for each Series. Excludes Accrued Interest. Includes the Early Tender Premium. Expand We expect settlement for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase to occur on June 5, 2025. All payments for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will also include accrued and unpaid interest from the last interest payment date up to, but not including, the Early Settlement Date (the 'Accrued Interest'). All Notes that have been accepted for purchase will be retired and canceled and will no longer remain outstanding obligations of the Company, the Offeror or any of the Company's other subsidiaries. Such Notes will also be delisted from Euronext Dublin. The Offers will expire at 5:00 P.M., New York City time, on June 17, 2025 (as the same may be extended with respect to any Offer, the 'Expiration Date'). As a result of reaching the previously announced amount of $1,200,000,000 (as so amended, the 'Maximum Tender Cap') by the Early Tender Deadline, no Notes tendered after the Early Tender Deadline will be accepted for purchase, regardless of their Acceptance Priority Level. Notes not accepted for purchase will be returned promptly to the tendering holders of the Notes ('Holders') (or, in the case of Notes tendered by book-entry transfer, such Notes will be promptly credited to the account maintained at The Depository Trust Company from which such Notes were delivered) and otherwise returned in accordance with the Offer to Purchase. We expressly reserve the right, in our sole discretion, to amend, extend or, upon failure of any condition described in the Offer to Purchase to be satisfied or waived, to terminate any of the Offers, including the right to amend or eliminate the Maximum Tender Cap, at any time at or prior to the Expiration Date. Deutsche Bank Securities Inc. and Lloyds Securities Inc. are serving as the Lead Dealer Managers, and Huntington Securities, Inc., ING Financial Markets LLC, KeyBanc Capital Markets Inc. and NatWest Markets Securities Inc. are serving as Co-Dealer Managers, in connection with the Offers (collectively, the 'Dealer Managers'). Questions regarding terms and conditions of the Offers should be directed to Deutsche Bank Securities, Inc. by calling toll free at 866-627-0391 or to Lloyds Securities Inc. by calling collect at +1 212-827-3145. Global Bondholder Services Corporation has been appointed as information agent (the 'Information Agent') and tender agent (the 'Tender Agent') in connection with the Offers. Questions or requests for assistance in connection with the Offers or the delivery of tender instructions, or for additional copies of the Offer to Purchase, may be directed to Global Bondholder Services Corporation by calling collect at 212-430-3774 (for banks and brokers) or toll free at 855-654-2014 (for all others) or via e-mail at contact@ You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. The Offer to Purchase can also be accessed at the following website: None of Avolon Holdings Funding, the Company, the Dealer Managers, Global Bondholder Services Corporation, the trustee under the indenture governing the Notes or any of their respective affiliates is making any recommendation as to whether Holders should tender any Notes in response to the Offers. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender. This press release is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities. Neither this press release nor the Offer to Purchase, or the electronic transmission thereof, constitutes an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this press release in certain jurisdictions may be restricted by law. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Company in such jurisdiction. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014. This announcement is released by the Offeror and may contain inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ('MAR'), encompassing information relating to the Notes. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/155, this announcement is made by the directors of the Offeror. About Avolon Avolon is a leading global aviation finance company connecting capital with customers to drive the transformation of aviation and the economic and social benefits of global travel. We pride ourselves on our deep customer relationships, our collaborative team approach, and our fast execution. We invest with a long-term perspective, diversifying risk and managing capital efficiently to maintain our strong balance sheet. Working with 141 airlines in 60 countries, Avolon has an owned, managed, and committed fleet of 1,096 aircraft, as of 31 March 2025. Note Regarding Forward-Looking Statements This document includes forward-looking statements, beliefs or opinions, including statements with respect to Avolon's business, financial condition, results of operations and plans. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond our control and all of which are based on our management's current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as 'believe,' 'expects,' 'may,' 'will,' 'could,' 'should,' 'shall,' 'risk,' 'intends,' 'estimates,' 'aims,' 'plans,' 'predicts,' 'continues,' 'assumes,' 'positioned' or 'anticipates' or the negative thereof, other variations thereon or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. No assurance can be given that such future results will be achieved. Avolon does not intend, and undertakes no duty, to update any information contained herein to reflect future events or circumstances, except as required by applicable law.
Business Wire
27-05-2025
- Business
- Business Wire
Lincoln Financial Announces Pricing Terms
RADNOR, Pa.--(BUSINESS WIRE)--Lincoln Financial (NYSE: LNC) (the 'Company') today announced the pricing terms for its previously announced cash tender offer (the 'Offer') for its: 4.375% Senior Notes due 2050 (the '2050 Notes'); 4.350% Senior Notes due 2048 (the '2048 Notes'); Capital Securities due 2067 (the '2067 Securities'); Capital Securities due 2066 (the '2066 Securities'); Subordinated Notes due 2067 (the '2067 Subordinated Notes'); Subordinated Notes due 2066 (the '2066 Subordinated Notes' and, collectively with the 2067 Securities, the 2066 Securities, and the 2067 Subordinated Notes, the 'Subordinated Securities'); 3.050% Senior Notes due 2030 (the '2030 Notes'); and 3.400% Senior Notes due 2032 (the '2032 Notes'). The 2050 Notes, the 2048 Notes, the Subordinated Securities, the 2030 Notes, and the 2032 Notes are collectively referred to herein as the 'Securities' and, each, as a 'Series' of Securities. Capitalized terms used but not defined herein shall have the meanings given to them in the Offer to Purchase, dated May 12, 2025, as amended by the Company's press release relating to the early results and upsizing of the Offer issued on May 27, 2025 (together, the 'Offer to Purchase'). Holders of the Securities that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on May 23, 2025 (the 'Early Tender Deadline') and are accepted for purchase will be eligible to receive the applicable Total Tender Offer Consideration, which includes the Early Tender Premium of $30 per $1,000 principal amount of such Securities. The applicable Total Tender Offer Consideration paid for Securities that were validly tendered and not validly withdrawn as of the Early Tender Deadline and are accepted for purchase was calculated in the manner below, as indicated in the Offer to Purchase: with respect to each Series of the Securities other than the Subordinated Securities, by reference to the applicable fixed spread specified on the front cover of the Offer to Purchase over the yield to maturity based on the bid-side price of the applicable Reference U.S. Treasury Security specified on the front cover of the Offer to Purchase; and with respect to the Subordinated Securities, by reference to the applicable fixed price specified on the front cover of the Offer to Purchase. All payments for the Securities purchased in connection with the Early Tender Deadline will also include accrued and unpaid interest on such Securities from the last interest payment date applicable to such Series of Securities to, but excluding, the early settlement date, which is currently expected to be May 29, 2025 (the 'Early Settlement Date'). The Total Tender Offer Consideration for each Series of the Securities other than the Subordinated Securities was calculated by TD Securities (USA) LLC, the lead dealer manager for the Offer, at 10:00 a.m., New York City time, today, May 27, 2025 (the 'Price Determination Date'). The following table sets forth (i) the pricing terms for the Offer and (ii) the aggregate principal amount of each Series of Securities that the Company has accepted for purchase: (1) Includes the Early Tender Premium of $30.00 per $1,000 principal amount of Securities for each Series (the 'Early Tender Premium'). (2) Rounded to the nearest hundredth of one percent. Because the aggregate purchase price of the Securities validly tendered and not validly withdrawn as of the Early Tender Deadline exceeds the Aggregate Offer Cap, the Securities will be accepted for purchase subject to the Acceptance Priority Levels and proration factors set forth in the table above and, in each case, as described in the Offer to Purchase. The Company will accept for purchase the aggregate principal amount of each Series of the Securities that were validly tendered and not validly withdrawn as of the Early Tender Deadline as set forth in the table above. The Securities that were validly tendered and not validly withdrawn as of the Early Tender Deadline and are accepted for purchase will be canceled by the Company on the Early Settlement Date and will no longer remain outstanding obligations of the Company. The Securities not accepted for purchase will be promptly credited to the account of the registered holder of such Securities with The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase. Although the Offer is scheduled to expire at 5:00 p.m., New York City time, on June 10, 2025 (the 'Expiration Date'), the Company does not expect to accept for purchase any Securities that are tendered after the Early Tender Deadline and before the Expiration Date. The withdrawal rights for the Offer expired at 5:00 p.m., New York City time, on May 23, 2025 and have not been extended; therefore, previously tendered Securities may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company). The Company reserves the right, in its sole discretion, subject to applicable law, with respect to the Securities to: (i) waive any and all conditions to the Offer with respect to one or more Series of the Securities; (ii) extend or terminate the Offer with respect to one or more Series of the Securities or change the Acceptance Priority Level with respect to one or more Series of the Securities; (iii) increase the Aggregate Offer Cap without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights; (iv) increase, decrease or eliminate the Sub-Cap at any time, including on or after the Price Determination Date; or (v) otherwise amend the Offer in any respect in relation to one or more Series of the Securities. Information Relating to the Offer TD Securities (USA) LLC is serving as the sole structuring advisor and lead dealer manager and BofA Securities, Inc., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., PNC Capital Markets LLC, and Wells Fargo Securities, LLC are serving as dealer managers for the Offer. The tender and information agent for the Offer is Global Bondholder Services Corporation. Copies of the Offer to Purchase and related offering materials are available by contacting Global Bondholder Services Corporation at (855) 654‑2015 (toll-free) or (212) 430‑3774 (banks and brokers). Questions regarding the Offer should be directed to TD Securities (USA) LLC at (212) 827‑2806 (collect) or (866) 584‑2096 (toll-free). This press release shall not constitute an offer to sell, a solicitation to subscribe for or purchase, an offer to subscribe for or purchase, or a solicitation to sell any securities. The Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. About Lincoln Financial Lincoln Financial helps people confidently plan for their vision of a successful financial future. As of December 31, 2024, approximately 17 million customers trust our guidance and solutions across four core businesses – annuities, life insurance, group protection, and retirement plan services. As of March 31, 2025, the company had $312 billion in end-of-period account balances, net of reinsurance. Headquartered in Radnor, PA, Lincoln Financial is the marketing name for Lincoln National Corporation (NYSE: LNC) and its affiliates. Learn more at Cautionary Statement Regarding Forward-Looking Statements Certain statements made in this press release are 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995 (the 'PSLRA'). A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements. Forward-looking statements may contain words like: 'anticipate,' 'believe,' 'estimate,' 'expect,' 'project,' 'shall,' 'will' and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to the Company's intent to purchase the Securities in the Offer, as well as statements related to the expected timing of the actions described herein. The Company claims the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA. Forward-looking statements involve risks and uncertainties. Actual results could differ materially from those expressed in or implied by such forward-looking statements due to a variety of factors, including our ability to satisfy the conditions to, and consummate, the Offer. The risks and uncertainties included herein are not exhaustive. The Company's most recent Annual Report on Form 10-K, as well as other reports that the Company files with the Securities and Exchange Commission, include additional factors that could affect future actions and our business and financial performance. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors. Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to correct or update any forward-looking statements to reflect events or circumstances that occur after the date of this press release.
Cision Canada
09-05-2025
- Business
- Cision Canada
FRONTERA ENERGY CORPORATION COMMENCES TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 7.875% SENIOR NOTES DUE 2028
TORONTO, May 9, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) (the " Company" or " Frontera") today announced that it is commencing a cash tender offer (the " Offer") for up to U.S.$65 million (the " Maximum Tender Amount") in aggregate principal amount of its outstanding 7.875% Senior Secured Notes due 2028 (the " Notes") and a concurrent consent solicitation (the " Solicitation") 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 (the " Offer to Purchase"). The Offer will expire at 5:00 p.m., New York City time, on June 9, 2025, unless extended by the Company (the " Expiration Time"). Settlement for all Notes tendered at or prior to 5:00 p.m., New York City time, on May 23, 2025, unless extended by the Company (the " Early Tender Date and Consent Deadline"), is expected to occur on or about May 30, 2025. Tendered Notes may not be withdrawn after 5:00 p.m., New York city time, on May 23, 2025, unless extended by the Company (the " Withdrawal Deadline"). Settlement for all Notes tendered after the Early Tender Date and Consent Deadline and at or prior to the Expiration Time will occur promptly following the Expiration Time. Holders tendering their Notes at or prior to the Early Tender Date and Consent Deadline will be required to deliver their consents to certain proposed amendments to the indenture governing the Notes as further described in the Offer to Purchase (the " Proposed Amendments"). The following table summarizes the material pricing terms for the Offer and the Solicitation: (1) The Company holds U.S.$6 million principal amount of the Notes which were acquired in open market purchases but have not been surrendered for cancellation. These Notes will not be subject to the Offer or the Solicitation. The Notes held by the Company and U.S.$8 million principal amount of Notes held by funds controlled by The Catalyst Capital Group not be considered outstanding for purposes of calculating the Requisite Consents. (2) Per U.S.$1,000 principal amount of Notes validly tendered and accepted. (3) Included in the Total Consideration. (4) Per U.S.$1,000 principal amount of Notes. Payable only to (i) holders who validly deliver consents at or prior to the Early Tender Date and Consent Deadline but do not validly tender Notes and (ii) holders whose Notes are validly tendered at or prior to the Early Tender Date and Consent Deadline but not accepted for purchase due to oversubscription of the Offer. The payment of the Consent Payment is conditioned upon the Financing Condition (as defined below) and the receipt of the Requisite Consents (as defined below), among other things. Holders who validly tender and do not validly withdraw their Notes at or prior to the Early Tender Date and Consent Deadline will be eligible to receive the Total Consideration with respect to the Notes, which includes the Early Tender and Consent Payment, subject to the conditions described below, as set forth in the table above. Holders who validly tender their Notes after the Early Tender Date and Consent Deadline but at or prior to the Expiration Time will be eligible, if accepted by the Company and subject to the conditions described below, to receive only the Tender Offer Consideration for the Notes, which equals the Total Consideration minus the Early Tender and Consent Payment, as set forth in the table above. In addition, all Notes accepted for payment will be entitled to receive accrued and unpaid interest from and including the last interest payment date for the Notes to, but excluding, the applicable settlement date. The amount of Notes that may be purchased in the Offer is subject to the Maximum Tender Amount. Tendered Notes may be subject to proration if the aggregate purchase price of Notes validly tendered and not validly withdrawn in the Offer exceeds the Maximum Tender Amount, subject to disclosure and other requirements under applicable law. The Company reserves the right to increase or decrease the Maximum Tender Amount. All Notes tendered at or prior to the Early Tender Date and Consent Deadline will have priority over Notes tendered after the Early Tender Date and Consent Deadline. A separate tender instruction must be submitted on behalf of each beneficial owner due to potential proration. Holders may not tender their Notes at or prior to the Early Tender Date and Consent Deadline without delivering their consents. However, at any time prior to or at the Early Tender Date and Consent Deadline, holders may elect to deliver consents without tendering Notes. The valid tender of Notes by any holder at or prior to the Early Tender Date and Consent Deadline will be deemed to constitute the giving of a consent by such holder to the Proposed Amendments. Holders that validly deliver and do not validly revoke consents at any time prior to or at the Early Tender Date and Consent Deadline without tendering Notes or validly tender and do not validly withdraw Notes at any time prior to or at the Early Tender Date and Consent Deadline which are not accepted for purchase due to oversubscription in the Offer will be eligible to receive the Consent Payment, subject to the conditions described below. The payment of the Consent Payment and the consummation of the Offer are conditioned upon the Financing Condition and the receipt of the Requisite Consents, among other things. Notes tendered may be validly withdrawn and consents delivered may be validly revoked at any time prior to or at the Withdrawal Deadline, and Notes tendered after the Withdrawal Deadline and at or prior to the Expiration Time may not be withdrawn except as required by law. The Proposed Amendments to the indenture governing the Notes will only become operative if the Company receives tenders and consents from holders of more than 50% in aggregate principal amount of the Notes (the " Requisite Consents"). The Company intends to execute a supplemental indenture with the Proposed Amendments as soon as practicable following the receipt of the Requisite Consents. Consummation of the Offer and payment for the tendered Notes is subject to the satisfaction or waiver of conditions set forth in the Offer to Purchase, including, without limitation, the condition that the Company shall have obtained debt financing on terms and conditions and yielding net cash proceeds reasonably satisfactory to the Company (the " Financing Condition") and the receipt of the Requisite Consents. The Company's obligation to purchase the Notes is not conditioned upon the tender of any minimum principal amount of the Notes. The Company has the right, in its sole discretion, to amend or terminate the Offer and/or the Solicitation at any time. 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 to be filed by the Company in connection with the Offer and the Solicitation will contain additional disclosure required under MI 61-101. The Company holds U.S.$6 million principal amount of the Notes which were acquired in open market purchases but have not been surrendered for cancellation. These Notes will not be 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. 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 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 the Financing Condition or other 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.
Yahoo
10-03-2025
- Business
- Yahoo
Novolex Announces Cash Tender Offer for 7.950% Debentures due 2025 of Pactiv LLC
CHARLOTTE, N.C., March 10, 2025 /PRNewswire/ -- Novolex Holdings, LLC ("Novolex" or the "Offeror") announced today its offer to purchase for cash any and all of the $217,298,000 aggregate principal amount of outstanding 7.950% Debentures due 2025 (the "Notes") issued by Pactiv LLC (f/k/a Tenneco Packaging Inc.) ("Pactiv LLC"), a wholly-owned subsidiary of Pactiv Evergreen Inc. ("PEI"). This offer to purchase the Notes is referred to herein as the "Tender Offer." The Tender Offer is being made in connection with the previously announced acquisition of PEI pursuant to the Agreement and Plan of Merger, dated December 9, 2024 (as amended, supplemented, waived or otherwise modified from time to time, the "Merger Agreement"), by and among Alpha Lion Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Offeror ("Merger Sub"), the Offeror and PEI, which provides that Merger Sub will merge with and into PEI (the "Merger"), with PEI continuing as the surviving corporation in the Merger. The Offeror's obligation to accept and pay for the Notes in the Tender Offer is conditioned upon (i) the closing of the Merger, (ii) the receipt of sufficient proceeds by the Offeror in the financing transactions related to the Merger to pay for the tendered Notes (the "Financing") and (iii) the satisfaction or waiver of other customary conditions. The Tender Offer is being made upon the terms and subject to conditions described in the Offer to Purchase, dated March 10, 2025 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), which sets forth a detailed description of the Tender Offer. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Tender Offer. The following table summarizes the material pricing terms of the Tender Offer: Title ofSecurity CUSIP Number Principal Amount Outstanding Reference Security Bloomberg Reference Page(1) FixedSpread(basispoints) EarlyTender Premium (per$1,000)(2) Hypothetical TotalConsideration(3) 7.950%Debenturesdue 2025 880394AB7 $217,298,000 4.000% 2025 FIT3 50 bps $30 $1,022.61(1) The applicable page on Bloomberg from which the Dealer Managers named below will quote the bid side prices of the U.S. Treasury Reference Security. (2) The Total Consideration (as defined below) for Notes validly tendered prior to or at the Early Tender Time (as defined below) and accepted for purchase is calculated using the Fixed Spread (as defined below) and is inclusive of the Early Tender Premium (as defined below). (3) Hypothetical Total Consideration per $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Time and accepted for purchase, based on the hypothetical applicable yield determined as of 10:00 a.m., New York City time, on March 10, 2025. Excludes Accrued Interest (as defined below) and assumes an early settlement date of April 1, 2025 (although such date may change without notice). The applicable yield used to determine actual consideration is expected to be calculated on March 24, 2025. See Schedule A of the Offer to Purchase for the calculation formula for determining the Total Consideration. The Tender Offer will expire at 5:00 p.m., New York City Time, on April 7, 2025, unless extended or earlier terminated (the "Expiration Time"). Holders of Notes must validly tender and not validly withdraw their Notes prior to or at 5:00 p.m., New York City time, on March 24, 2025 (such time and date, as it may be extended, the "Early Tender Time"), and such Notes must be accepted for purchase, to be eligible to receive the Total Consideration, plus Accrued Interest, if any. If a holder validly tenders Notes after the Early Tender Time but prior to or at the Expiration Time, and such Notes are accepted for purchase, such holder will only be eligible to receive the Tender Offer Consideration (as defined below), which does not include the Early Tender Premium, plus Accrued Interest, if any. Notes tendered pursuant to the Tender Offer may be withdrawn prior to or at, but not after, 5:00 p.m., New York City Time, on March 24, 2025 (such time and date, as it may be extended, the "Withdrawal Deadline"). The total consideration for each $1,000 principal amount of the Notes validly tendered (and not validly withdrawn) prior to the Early Tender Time and accepted for purchase pursuant to the Tender Offer will be calculated in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes specified in the table above (the "Fixed Spread") plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above at 10:00 a.m., New York City time, on March 24, 2025 (excluding Accrued Interest with respect to the Notes, the "Total Consideration"). The Total Consideration includes an early tender premium per $1,000 principal amount of Notes accepted for purchase as set forth in the table above (the "Early Tender Premium"). Notes validly tendered after the Early Tender Time but prior to the Expiration Time and accepted for purchase will receive the Total Consideration minus the Early Tender Premium (the "Tender Offer Consideration"). In addition to the Total Consideration or the Tender Offer Consideration, as applicable, all holders of Notes accepted for purchase will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the last interest payment date up to, but excluding, the Early Settlement Date or the Final Settlement Date (each as defined below and, collectively, the "Settlement Dates"), as applicable ("Accrued Interest"), payable on the Early Settlement Date or the Final Settlement Date, as applicable. The Early Tender Time is the last time for holders to tender the Notes in order to be eligible to receive the Total Consideration. Subject to the satisfaction or waiver of the conditions to the Tender Offer, the Offeror reserves the right, in its sole discretion, to pay for the Notes that are validly tendered prior to or at the Early Tender Time and that are accepted for purchase on the date referred to as the "Early Settlement Date." The Early Settlement Date, if applicable, will be a date following the Early Tender Time on which the conditions to the Tender Offer have been satisfied or waived. We intend for the Early Settlement Date to coincide with the closing of the Merger. The Tender Offer will expire at the Expiration Time. Payment for the Notes that are validly tendered after the Early Tender Time and prior to or at the Expiration Time and that are accepted for purchase will be made on the date referred to as the "Final Settlement Date." The Final Settlement Date will be promptly following the Expiration Time. The Tender Offer is contingent upon the satisfaction of certain conditions, including the completion of the Merger and the receipt by the Offeror of sufficient proceeds from the Financing to pay for the tendered Notes. If any of the conditions are not satisfied, the Offeror is not obligated to accept for payment, or pay for, and may delay the acceptance for payment of, any tendered Notes and may even terminate the Tender Offer. The Offeror reserves the right to amend, extend, terminate or waive any condition of the Tender Offer. Full details of the terms and conditions of the Tender Offer are included in the Offer to Purchase. This press release is for informational purposes only and does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Tender Offer is being made solely pursuant to the Offer to Purchase made available to holders of the Notes. None of the Offeror, PEI or Pactiv LLC or their respective affiliates or their and their respective affiliates' respective boards of directors or managers, the dealer managers, the tender agent and information agent or the trustee with respect to the Notes is making any recommendation as to whether or not holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offer. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions whether to tender Notes in the Tender Offer, and, if so, the principal amount of Notes to tender. UBS Investment Bank and Wells Fargo Securities, LLC are acting as dealer managers (the "Dealer Managers") for the Tender Offer. Global Bondholder Services Corporation is acting as the tender agent and information agent for the Tender Offer. Requests for the Offer to Purchase may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for brokers and banks) or (855) 654-2015 (for all others). Questions or requests for assistance in relation to the Tender Offer may be directed to the Dealer Managers as follows: (1) to UBS Investment Bank at (212) 882-5723 (collect), (833) 690-0971 (toll-free) or by email to americas-lm@ and (2) to Wells Fargo Securities at (704) 410-4759 (collect), (866) 309-6316 (toll-free) or by email to liabilitymanagement@ About NovolexNovolex develops and manufactures diverse packaging products for multiple industries in the foodservice, delivery and carryout, food processor and industrial markets that touch nearly every aspect of daily life. The Novolex family of brands provides customers with innovative food and delivery packaging and performance solutions products for their business needs today while investing in research and development to engineer more sustainable choices for the future. With more than 10,000 employee families, Novolex operates 56 manufacturing facilities in North America and Europe, including two world-class plastic film recycling centers. To learn more about Novolex, visit Forward-Looking StatementsThis press release contains forward-looking statements within the meaning of applicable federal securities laws. The forward-looking statements include, without limitation, statements concerning the Tender Offer, the Financing and the Merger. Forward-looking statements involve risks and uncertainties, including but not limited to economic, competitive, and technological factors outside the Offeror's control that may cause actual results to differ materially from the forward-looking statements. You should not place undue reliance on forward-looking statements as a prediction of actual results. The Offeror expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based. Media ContactNovolexNovolexMedia@ View original content to download multimedia: SOURCE Novolex Sign in to access your portfolio
Yahoo
25-02-2025
- Business
- Yahoo
Nasdaq, Inc. Announces Early Results of Cash Tender Offers for Up to $218 Million Outstanding Debt Securities
NEW YORK, Feb. 24, 2025 (GLOBE NEWSWIRE) -- Nasdaq, Inc. (Nasdaq: NDAQ) ('Nasdaq' or the 'Company') announced today the early results of its previously announced offers to purchase for cash up to an aggregate principal amount of $218,053,000 (the 'Aggregate Notes Cap') (reflecting an $18,053,000 increase from the previously announced cap of $200,000,000) of its outstanding Notes, comprised of (i) up to $41,360,000 aggregate principal amount (the '2028 Notes Cap') of the Company's 5.350% Senior Notes due 2028 (the '2028 Notes'), (ii) up to $57,583,000 aggregate principal amount (the '2034 Notes Cap') of the Company's 5.550% Senior Notes due 2034 (the '2034 Notes') and (iii) up to $119,110,000 aggregate principal amount (the '2052 Notes Cap') of the Company's 3.950% Senior Notes due 2052 (the '2052 Notes'). The 2028 Notes, the 2034 Notes and the 2052 Notes are referred to collectively herein as the 'Notes,' such offers to purchase are referred to collectively herein as the 'Tender Offers' and each a 'Tender Offer,' and the 2028 Notes Cap, the 2034 Notes Cap and the 2052 Notes Cap are referred to collectively herein as the 'Series Notes Caps' and each a 'Series Notes Cap.' The Tender Offers are being made upon the terms and subject to conditions described in the Offer to Purchase, dated February 10, 2025 (as it may be amended or supplemented from time to time, the 'Offer to Purchase'), which sets forth a detailed description of the Tender Offers. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers. As of 5:00 p.m., New York City time, on February 24, 2025 (such date and time, the 'Early Tender Date'), according to information provided by D.F. King & Co., Inc., the tender and information agent for the Tender Offers, the aggregate principal amount of each series of Notes listed in the table below has been validly tendered and not validly withdrawn in each Tender Offer. Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on the Early Tender Date. Title of Security Security Identifiers Principal Amount Outstanding Series Notes Cap Principal Amount Tendered at Early Tender Date Principal Amount Accepted Approximate Proration Factor 2028 Tender Offer 5.350% Senior Notes due 2028 CUSIP: 63111X AH4ISIN:US63111XAH44 $921,360,000 $41,360,000 $356,599,000 $41,360,000 12% 2034 Tender Offer 5.550% Senior Notes due 2034 CUSIP: 63111X AJ0ISIN:US63111XAJ00 $1,187,583,000 $57,583,000 $448,646,000 $57,583,000 13% 2052 Tender Offer 3.950% Senior Notes due 2052 CUSIP: 631103 AM0ISIN:US631103AM02 $549,105,000 $119,110,000 $244,562,000 $119,110,000 49% All conditions were satisfied or waived by the Company at the Early Tender Date. The Company has elected to exercise its right to make payment for Notes that were validly tendered on or prior to the Early Tender Date and that are accepted for purchase on February 27, 2025 (the 'Early Settlement Date'). The Tender Offers for the Notes will continue to expire at 5:00 p.m., New York City time, on March 11, 2025, or any other date and time to which the Company extends the applicable Tender Offer, unless earlier terminated. As the aggregate principal amount of the Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date exceeds the Aggregate Notes Cap, the Company will accept for purchase the Notes on a prorated basis and will not accept for purchase any Notes validly tendered after the Early Tender Date. The applicable consideration (the 'Total Consideration') for each $1,000 principal amount of the Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Date and accepted for purchase pursuant to each Tender Offer will be calculated in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Notes plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security at 10:00 a.m., New York City time, on February 25, 2025 (the 'Price Determination Date') (excluding Accrued Interest (as defined below)). The Total Consideration includes an early tender premium of $30.00 per $1,000 principal amount of Notes accepted for purchase (the 'Early Tender Premium'). In addition to the consideration described above, all holders of Notes accepted for purchase in the Tender Offers will receive accrued and unpaid interest on such Notes from the last interest payment date with respect to such Notes to, but not including, the Early Settlement Date ('Accrued Interest'). Promptly after the Price Determination Date, the Company will issue a press release specifying, among other things, the Total Consideration for each series of Notes. The Company intends to fund the purchase of validly tendered and accepted Notes with available cash on hand and other sources of liquidity. Information Relating to the Tender Offers The complete terms and conditions of the Tender Offers are set forth in the Offer to Purchase. J.P. Morgan Securities LLC is serving as dealer manager in connection with the Tender Offers. Investors with questions regarding the terms and conditions of the Tender Offers may contact the dealer manager as follows: J.P. Morgan Securities LLC383 Madison AvenueNew York, New York 10179United StatesAttention: Liability Management GroupU.S. Toll-Free: (866) 834-4666Collect: (212) 834-7489 D.F. King & Co., Inc. is the Tender and Information Agent for the Tender Offers. Any questions regarding procedures for tendering Notes or request for copies of the Offer to Purchase should be directed to D.F. King & Co., Inc. by any of the following means: by telephone at (866) 342-4881 (toll-free) or (212) 269-5550 (collect) or by email at nasdaq@ This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Tender Offers are being made solely pursuant to the Offer to Purchase made available to holders of the Notes. None of the Company or its affiliates, their respective boards of directors, the dealer manager, the tender and information agent or the trustee with respect to any series of Notes is making any recommendation as to whether or not holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions whether to tender Notes in the Tender Offers, and, if so, the principal amount of Notes to tender. About Nasdaq Nasdaq (Nasdaq: NDAQ) is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence. Cautionary Note Regarding Forward Looking Statements This press release contains forward-looking information that involves substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. When used in this communication, words such as 'enables,' 'intends,' 'will,' and similar expressions and any other statements that are not historical facts are intended to identify forward-looking statements. Forward-looking statements in this press release include, among other things, statements about the proposed Tender Offers and the expected source of funds. Risks and uncertainties include, among other things, risks related to the ability of Nasdaq to consummate the Tender Offers on the terms and timing described herein, or at all, Nasdaq's ability to implement its strategic vision, initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors detailed in Nasdaq's reports filed on Forms 10-K, 10-Q and 8-K and in other filings Nasdaq makes with the SEC from time to time and available at These documents are also available under the Investor Relations section of the Company's website at The forward-looking statements included in this communication are made only as of the date hereof. Nasdaq disclaims any obligation to update these forward-looking statements, except as required by law. Media Relations Contacts: Nick Jannuzzi+ Nick Eghtessad+ Investor Relations Contact: Ato Garrett+ NDAQFSign in to access your portfolio
