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Business Wire
27-06-2025
- Business
- Business Wire
Seagate Announces Final Results of Exchange Offers and Consent Solicitations for Senior Notes
FREMONT, Calif.--(BUSINESS WIRE)--Seagate Technology Holdings plc ('Seagate') (NASDAQ: STX) today announced the final results of the previously announced (i) offers to certain Eligible Holders (as defined below) to exchange (each, an 'Exchange Offer' and collectively, the 'Exchange Offers') any and all outstanding notes of the following eight series issued by Seagate HDD Cayman ('Seagate HDD') (the 'Old Notes') for new notes to be issued by Seagate Data Storage Technology Pte. Ltd. ('SDST') (the 'New Notes'), and (ii) related solicitation of consents (each, a 'Consent Solicitation' and collectively, the 'Consent Solicitations') by SDST from Eligible Holders to adopt certain proposed amendments (the 'Proposed Amendments') to each of the indentures governing the Old Notes (the 'Existing Indentures'). As of 5:00 p.m., New York City time, on June 26, 2025 (such date and time, the 'Expiration Time'), an aggregate of $2,809,835,357 principal amount of Old Notes had been validly tendered (and consents thereby validly delivered) as set forth in the table below. Each Eligible Holder who validly tendered their Old Notes pursuant to an Exchange Offer is deemed to have validly delivered its consent in the corresponding Consent Solicitation with respect to the principal amount of such tendered Old Notes. _______________ (1) Reflects the principal amount of Old Notes outstanding as of May 28, 2025. (2) Reflects the aggregate principal amount of Old Notes that have been validly tendered prior to the Expiration Time and not validly withdrawn, based on information provided by the information agent and exchange agent to Seagate. Expand In accordance with the terms of the Exchange Offers and Consent Solicitations, Seagate accepted for exchange all Old Notes validly tendered and not validly withdrawn. The Exchange Offers and the Consent Solicitations are expected to be settled on June 30, 2025 (the 'Settlement Date'). Following certain previously announced amendments to the terms of the Exchange Offers made in connection with the Early Participation Deadline, Eligible Holders who validly tendered their Old Notes prior to the Expiration Time will receive the total consideration set forth in the table on the cover page of the Offering Memorandum and Consent Solicitation Statement (as defined herein) (the 'Total Consideration'), which consists of $1,000 principal amount of New Notes and a cash amount of $1.25, in exchange for each $1,000 principal amount of Old Notes validly tendered and not validly withdrawn. In the event that any tenders of 9.625% Senior Notes due 2032 (the '9.625% Notes') are tendered in an amount that is not in an integral of $1,000 principal amount of such 9.625% Notes, any amounts of such series not in an integral of $1,000 principal amount that were validly tendered and accepted for exchange (the 'Odd Lot Notes') will be entitled to be paid 1/1000th of the Total Consideration per each $1.00 of Odd Lot Notes. As of the Early Participation Deadline, SDST has received the requisite number of consents to adopt the Proposed Amendments with respect to all Old Notes. Accordingly, Seagate HDD entered into a supplemental indenture to each of the Existing Indentures to give effect to the Proposed Amendments. Each such supplemental indenture will become operative on the Settlement Date upon the exchange of all Old Notes of the subject series validly tendered pursuant to the applicable Exchange Offer. The Proposed Amendments will be binding on all holders of such series of Old Notes who did not validly tender their Old Notes in such Exchange Offer. Available Documents and Other Details Documents relating to the Exchange Offers and the Consent Solicitations were only distributed to holders of Old Notes who completed and returned an eligibility form confirming that they are either a 'qualified institutional buyer' as defined in Rule 144A or not a 'U.S. person' as defined in Rule 902 in compliance with Regulation S under the Securities Act and, if in Singapore, a separate eligibility form confirming that they are an 'accredited investor' as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the 'SFA') or an 'institutional investor' as defined in Section 4A of the SFA, in each case pursuant to and in accordance with the requirements of the SFA. The complete terms and conditions of the Exchange Offers are set forth in the confidential Offering Memorandum and Consent Solicitation Statement, dated May 28, 2025, as supplemented by Supplement No. 1, dated June 5, 2025 (the 'Offering Memorandum and Consent Solicitation Statement'). This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the New Notes. The Exchange Offers were only made pursuant to the Offering Memorandum and Consent Solicitation Statement. The Exchange Offers were not made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. The New Notes have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the Offering Memorandum and Consent Solicitation Statement. The Exchange Offers and the issuance of the New Notes have not been registered with the U.S. Securities and Exchange Commission (the 'SEC') under the Securities Act, or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. The Exchange Offers were made, and the New Notes were offered and will be issued, only (i) to holders of Old Notes that are 'qualified institutional buyers' as defined in Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, or (ii) outside the United States, to holders of Old Notes other than 'U.S. persons', as defined in Rule 902 under the Securities Act, in an offshore transaction in compliance with Regulation S under the Securities Act and that are not acquiring the New Notes for the account or benefit of a U.S. person (a holder satisfying at least one of the foregoing conditions being referred to as an 'Eligible Holder'), and, in each case, (w) if resident and/or located in any member state of the European Economic Area (the 'EEA'), that they are persons other than 'retail investors' (for these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, 'MiFID II'); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded, the 'Insurance Mediation Directive'), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MIFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the 'Prospectus Regulation')), (x) if resident and/or located in the United Kingdom, not a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the 'EUWA'); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the 'FSMA') and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the 'U.K. Prospectus Regulation'), (y) if resident and/or located in the United Kingdom, either (i) a person having professional experience in matters relating to investments and falling within the definition of investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'Order'), (ii) a person falling within Article 43(2) of the Order, or (iii) a person to whom the Offering Memorandum and Consent Solicitation Statement and other documents or materials relating to the New Notes may otherwise lawfully be communicated in accordance with the Order, and (z) if in Singapore, (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA, and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018. Pursuant to the registration rights agreement, the SDST and the Guarantors are required to consummate an offer to exchange the New Notes for a new issue of notes registered under the Securities Act to be declared effective no later than 451 days after the date the New Notes are issued, unless the New Notes are then freely transferable. About Seagate Seagate Technology is a leading innovator of mass-capacity data storage. We create breakthrough technology so you can confidently store your data and easily unlock its value. Founded over 45 years ago, Seagate has shipped over four billion terabytes of data capacity and offers a full portfolio of storage devices, systems, and services from edge to cloud. © 2025 Seagate Technology LLC. All rights reserved. Seagate, Seagate Technology, and the Spiral logo are registered trademarks of Seagate Technology LLC in the United States and/or other countries. Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact. Forward-looking statements include, among other things, statements about the terms and conditions of, and completion of, the Exchange Offers and the Consent Solicitations, each as described above. The Company cannot assure that the offering will be consummated, nor can it guarantee the size or terms of the offering. Forward-looking statements generally can be identified by words such as 'expects,' 'intends,' 'plans,' 'anticipates,' 'believes,' 'estimates,' 'predicts,' 'projects,' 'should,' 'may,' 'will,' 'will continue,' 'can,' 'could,' or the negative of these words, variations of these words and comparable terminology, in each case, intended to refer to future events or circumstances. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on information available to the Company as of the date of this press release and are subject to known and unknown risks and uncertainties that could cause the Company's actual results, performance or events to differ materially from historical experience and the Company's present expectations or projections. These risks and uncertainties include, but are not limited to, those described under the captions 'Risk Factors' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' in the Company's latest periodic report on Form 10-Q or Form 10-K filed with the SEC. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on, and which speak only as of, the date hereof. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, unless required by applicable law.
Yahoo
24-06-2025
- Business
- Yahoo
Warner Bros. Discovery Announces Early Participation Results of Previously Announced Cash Tender Offers
NEW YORK, June 24, 2025 /PRNewswire/ -- Warner Bros. Discovery, Inc. (NASDAQ:WBD) ("Warner Bros. Discovery" or the "Company") today announced the early participation results of the previously announced tender offers (the "Offers") by its wholly-owned subsidiaries, Discovery Communications, LLC ("DCL"), WarnerMedia Holdings, Inc. ("WMH"), Warner Media, LLC ("WML") and Historic TW, Inc. ("TWI" and, together with DCL, WMH and WML, the "Issuers"), to purchase for cash substantially all of their outstanding notes and debentures (collectively, the "Notes"). Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase and Consent Solicitation Statement, dated June 9, 2025 (the "Offer to Purchase and Consent Solicitation Statement"). The Offers were commenced on June 9, 2025 and are being made pursuant to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement. According to information provided by the Tender and Information Agent (as defined herein) for the Offers, the following table presents the aggregate principal amount of each series of Notes that were validly tendered and not validly withdrawn as of the Early Tender Deadline, as well as the aggregate principal amount of each series of Notes with respect to which Consent Only Instructions were validly delivered and not validly revoked prior to the Consent Expiration Time. As previously disclosed, as of 5:00 p.m., New York City time, on June 13, 2025, the Issuers had received the Requisite Consents for the adoption of certain proposed amendments to each of the Indentures ("Proposed Amendments") governing the Notes and, promptly thereafter, the applicable Issuer and the applicable Trustee entered into supplemental indentures relating to such Proposed Amendments to the applicable Indentures governing the Notes. Such supplemental indentures became effective upon execution and will become operative on the Early Settlement Date (as defined below). In accordance with the terms of the Offers and Consent Solicitations, the withdrawal deadline was 5:00 p.m., New York City time, on June 23, 2025. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law. Tender Offers / Consent Solicitations Issuer Title of Security CUSIP No./ Common Code & ISIN AggregatePrincipalAmountOutstanding Pool Tender Caps (excluding Accrued Interest) (1) Pool Tender SubCaps (excluding Accrued Interest) (1) Acceptance Priority Level(1) Aggregate Principal Amount of Notes with Consent Only Instructions Delivered & Not Revoked Prior to Consent Expiration Time(2) Aggregate Amount of Notes Tendered & Not Withdrawn Prior to Consent Expiration Time (3) Aggregate Amount of Notes Tendered Prior to the Consent Expiration Time & Not Withdrawn Prior to the Early Tender Deadline(4)(6) Aggregate Amount of Notes Tendered After Consent Expiration Time & Not Withdrawn Prior to Early Tender Deadline (5)(6) Pool 1 Notes DCL 4.900% Senior Notes due 2026 25470DAL3 / US25470DAL38 $650,000,000 $3,750,000,000 N/A 1 N/A $516,541,000 $516,522,000 $31,614,000 1.90% Senior Notes due 2027 111729824 / XS1117298247 €600,000,000 N/A 2 N/A €463,042,000 €462,942,000 €52,773,000 WMH 3.755% Senior Notes due 2027 55903VBA0 / US55903VBA08 55903VAG8 / US55903VAG86 U55632AD2 / USU55632AD24 $4,000,000,000 N/A 3 N/A $3,780,983,000 $3,780,963,000 $94,031,000 Pool 2 Notes WMH 4.302% Senior Notes due 2030 282180553 / XS2821805533 €650,000,000 €800,000,000 N/A 1 €1,200,000 €580,409,000 €579,909,000 €16,836,000 4.693% Senior Notes due 2033 272162115 / XS2721621154 €850,000,000 N/A 1 €4,558,000 €768,981,000 €768,981,000 €17,390,000 Pool 3 Notes DCL 3.950% Senior Notes due 2028 25470DAR0 / US25470DAR08 $1,700,000,000 $1,000,000,000 $300,000,000 1 N/A $1,554,607,000 $1,554,591,000 $26,160,000 4.000% Senior Notes due 2055 25470DBL2 / US25470DBL29 25470DBK4 / US25470DBK46 U25478AH8 / USU25478AH87 $404,843,000 N/A 2 $74,803,000 $312,629,000 $312,629,000 $10,602,000 4.650% Senior Notes due 2050 25470DBH1 / US25470DBH17 $302,548,000 N/A 3 $22,370,000 $270,897,000 $270,897,000 $174,000 5.200% Senior Notes due 2047 25470DAT6 / US25470DAT63 $604,594,000 N/A 4 $103,168,000 $435,965,000 $435,745,000 $21,212,000 5.300% Senior Notes due 2049 25470DBG3 / US25470DBG34 $279,031,000 N/A 5 $15,495,000 $249,468,000 $248,458,000 $798,000 4.875% Senior Notes due 2043 25470DAJ8 / US25470DAJ81 $219,974,000 N/A 6 N/A $142,017,000 $142,017,000 $7,948,000 4.95% Senior Notes due 2042 25470DAG4 / US25470DAG43 $225,508,000 N/A 7 N/A $130,643,000 $130,643,000 $34,919,000 5.000% Senior Notes due 2037 25470DAS8 / US25470DAS80 $548,132,000 N/A 8 N/A $454,862,000 $454,862,000 $3,830,000 6.350% Senior Notes due 2040 25470DAD1 / US25470DAD12 $664,475,000 N/A 9 N/A $443,656,000 $443,529,000 $68,859,000 Pool 4 Notes WMH 4.279% Senior Notes due 2032 55903VBC6 / US55903VBC63 55903VAL7 / US55903VAL71 U55632AF7 / USU55632AF71 $5,000,000,000 $8,000,000,000 $1,750,000,000 1 N/A $4,649,260,000 $4,649,260,000 $97,808,000 5.391% Senior Notes due 2062 55903VBF9 / US55903VBF94 55903VAS2 / US55903VAS25 U55632AJ9 / USU55632AJ93 $3,000,000,000 N/A 2 $34,938,000 $2,912,177,000 $2,912,177,000 $21,891,000 5.141% Senior Notes due 2052 55903VBE2 / US55903VBE20 55903VAQ6 / US55903VAQ68 U55632AH3 / USU55632AH38 $7,000,000,000 N/A 3 $80,000,000 $6,821,635,000 $6,820,893,000 $60,854,000 5.050% Senior Notes due 2042 55903VBD4 / US55903VBD47 55903VAN3 / US55903VAN38 U55632AG5 / USU55632AG54 $4,301,142,000 N/A 4 N/A $4,122,557,000 $4,121,969,000 $127,766,000 Pool 5 Notes TWI 8.30% Discount Debentures due 2036 887315AZ2 / US887315AZ25 $155,992,000 No Cap N/A N/A $22,630,000 $127,493,000 $127,493,000 $21,937,000 6.85% Debentures due 2026 887315BB4 / US887315BB48 $16,557,000 N/A N/A $15,000 $14,966,000 $14,966,000 $10,000 6.95% Debentures due 2028 887315BM0 / US887315BM03 $66,560,000 N/A N/A N/A $16,371,000 $16,371,000 $30,777,000 6.625% Debentures due 2029 887315BN8 / US887315BN85 $62,315,000 N/A N/A N/A $10,421,000 $10,421,000 $27,538,000 WML 3.875% Notes due 2026 887317AZ8 / US887317AZ80 $29,539,000 N/A N/A N/A $180,000 $180,000 $9,152,000 2.95% Notes due 2026 887317BA2 / US887317BA21 $43,154,000 N/A N/A N/A $621,000 $621,000 $26,338,000 3.80% Notes due 2027 887317BB0 / US887317BB04 $54,101,000 N/A N/A N/A $8,472,000 $8,472,000 $11,674,000 7.625% Debentures due 2031 00184AAC9 / US00184AAC99 $155,327,000 N/A N/A N/A $5,100,000 $5,100,000 $117,709,000 7.700% Debentures due 2032 00184AAG0 / US00184AAG04 $139,022,000 N/A N/A N/A $17,265,000 $17,265,000 $82,715,000 6.50% Debentures due 2036 887317AD7 / US887317AD78 $15,496,000 N/A N/A N/A $1,240,000 $1,240,000 $8,433,000 6.200% Debentures due 2040 887317AE5 / US887317AE51 $23,805,000 N/A N/A N/A — — $21,668,000 6.10% Debentures due 2040 887317AH8 / US887317AH82 $38,861,000 N/A N/A N/A $2,125,000 $2,125,000 $29,870,000 6.25% Debentures due 2041 887317AL9 / US887317AL94 $68,153,000 N/A N/A N/A — — $67,058,000 5.375% Debentures due 2041 887317AM7 / US887317AM77 $13,183,000 N/A N/A N/A — — $8,912,000 4.90% Debentures due 2042 887317AP0 / US887317AP09 $18,533,000 N/A N/A N/A — — $14,067,000 5.35% Debentures due 2043 887317AS4 / US887317AS48 $29,840,000 N/A N/A N/A $22,000 $22,000 $21,429,000 4.65% Debentures due 2044 887317AU9 / US887317AU93 $11,087,000 N/A N/A N/A — — $7,011,000 4.85% Debentures due 2045 887317AX3 / US887317AX33 $4,833,000 N/A N/A N/A — — $1,778,000 Pool 6 Notes Consent Solicitation Only DCL 4.125% Senior Notes due 2029 25470DBF5 / US25470DBF50 $750,000,000 N/A N/A N/A $662,268,000 N/A N/A N/A 3.625% Senior Notes due 2030 25470DBJ7 / US25470DBJ72 $1,000,000,000 N/A N/A $917,517,000 N/A N/A N/A WMH 4.054% Senior Notes due 2029 55903VBB8 / US55903VBB80 55903VAJ2 / US55903VAJ26 U55632AE0 / USU55632AE07 $1,500,000,000 N/A N/A $1,364,619,000 N/A N/A N/A (1) The Pool Tender Caps represent the maximum aggregate purchase price in respect of a Pool that may be purchased in the Offers. The Pool Tender SubCaps represent the maximum aggregate purchase price in respect of DCL's 3.950% Senior Notes due 2028 and WMH's 4.279% Senior Notes due 2032 that may be purchased in the Offers, respectively. To determine whether the Pool 1 Tender Cap has been reached, we will convert into U.S. Dollars the applicable purchase price payable with respect to DCL's 1.90% Senior Notes due 2027 validly tendered using the applicable exchange rate, as of 2:00 p.m., New York City Time, on the date of the Early Tender Deadline, as reported on the Bloomberg screen page "BFIX" under the heading "EUR/USD Fixings" (or, if such screen is unavailable, a generally recognized source for currency quotations selected by the Lead Dealer Managers (as defined herein) with quotes as of a time as close as reasonably possible to the aforementioned).Subject to the Pool Tender Caps, the Pool Tender SubCaps and proration, the principal amount of each series of Notes that is purchased in the Offers and Consent Solicitations will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 9 being the lowest). Notes of the series in the last applicable Acceptance Priority Level within the applicable Tender Pool accepted for purchase in accordance with the terms and conditions of the Offers would be subject to proration (rounded to avoid the purchase of Notes in a principal amount other than in an integral multiple of $1,000 or €1,000, as applicable) if the aggregate purchase price (excluding Accrued Interest) of the Notes of such series validly tendered and not validly withdrawn would cause the Pool Tender Cap or the Pool Tender SubCap, as applicable, to be exceeded. Holders of the Notes described under Pool 1, Pool 2, Pool 3 and Pool 4 that validly delivered and did not validly withdraw their Tender Instructions at or prior to the Consent Expiration Time, but whose Notes were not accepted in full or at all due to proration, will be eligible to receive amended notes in lieu of the Notes that were not accepted in full due to proration ("Amended Notes") which will provide such holders the option to receive an additional cash payment or Junior Lien Exchange Notes, subject to the terms and conditions described in the Offer to Purchase and Consent Solicitation Statement. Such holders will be eligible to receive Amended Notes so long as such holders have not withdrawn their Tender Instructions following the Consent Expiration Time. Holders of the Notes described under Pool 1, Pool 2, Pool 3 and Pool 4 that validly delivered their Tender Instructions after the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Early Tender Deadline, but whose Notes were not accepted in full or at all due to proration, will have their Notes promptly returned to their account. (2) Holders of Notes that validly delivered and did not validly revoke Consent Only Instructions at or prior to the Consent Expiration Time are eligible to receive a Consent Payment. Refer to our press release dated June 16, 2025 for more information regarding the applicable Consent Payment for a series of Notes. In addition, holders of Pool 2 Notes and Pool 6 Notes that validly delivered and did not validly revoke their Consent Only Instructions at or prior to the Consent Expiration Time will be eligible to receive Amended Notes, subject to the terms and conditions described in the Offer to Purchase and Consent Solicitation Statement. Such holders will be eligible to receive Amended Notes so long as such holders have not changed their Consent Only Instructions following the Consent Expiration Time. (3) Holders of Pool 1 Notes, Pool 2 Notes, 2028 Notes, 2047 Notes, 2049 Notes, 2050 Notes, 2052 Notes, 2055 Notes and 2062 Notes (collectively, the "Tendered Consent Fee Eligible Notes") that validly delivered and did not validly withdraw their Tender Instructions at or prior to the Consent Expiration Time are eligible to receive a Consent Payment. Refer to our press release dated June 16, 2025 for more information regarding the applicable Consent Payment for a series of Notes. (4) Holders of Notes that validly delivered their Tender Instructions prior to the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Early Tender Deadline are eligible to receive the Total Consideration as described below and, in the case of Tendered Consent Fee Eligible Notes, a Consent Payment. (5) Holders of Notes that validly delivered their Tender Instructions after the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Early Tender Deadline are eligible to receive the Total Consideration as described below. (6) For each series of Notes, the aggregate amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline is the sum of the figures set forth under the columns titled "Aggregate Amount of Notes Tendered Prior to the Consent Expiration Time & Not Withdrawn Prior to the Early Tender Deadline" and "Aggregate Amount of Notes Tendered After Consent Expiration Time & Not Withdrawn Prior to Early Tender Deadline." The Total Consideration for each series of Notes (other than for TWI's 6.95% Debentures due 2028, TWI's 6.625% Debentures due 2029, WML's 3.875% Notes due 2026, WML's 2.95% Notes due 2026, WML's 3.80% Notes due 2027, WML's 7.625% Debentures due 2031, WML's 7.700% Debentures due 2032, WML's 6.50% Debentures due 2036, WML's 6.20% Debentures due 2040, WML's 6.10% Debentures due 2040, WML's 6.25% Debentures due 2041, WML's 5.375% Debentures due 2041, WML's 4.90% Debentures due 2042, WML's 5.35% Debentures due 2043, WML's 4.65% Debentures due 2044 and WML's 4.85% Debentures due 2045 (collectively, the "TWI Fixed Price Notes")) validly tendered at or prior to the Early Tender Deadline and accepted for purchase will be calculated using the applicable Fixed Spread (as set forth on the cover page of the Offer to Purchase and Consent Solicitation), which is inclusive of an amount in cash equal to $50 per $1,000 principal amount or €50 per €1,000 principal amount, as applicable, of Notes for each series (the "Early Tender Premium"). The Total Consideration for each series of the TWI Fixed Price Notes validly tendered at or prior to the Early Tender Deadline and accepted for purchase will be $1,000 per $1,000 principal amount of TWI Fixed Price Notes, which is inclusive of the Early Tender Premium for such TWI Fixed Price Notes in an amount in cash equal to $50 per $1,000 principal amount of TWI Fixed Price Notes. Only Holders that validly tendered their Notes and did not validly withdraw their Notes at or prior to the Early Tender Deadline are eligible to receive the Early Tender Premium. Payments for Notes purchased will include accrued and unpaid interest, if any, from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the Settlement Date for such Notes accepted for purchase. Holders of Tendered Consent Fee Eligible Notes that validly delivered and did not validly withdraw their Tender Instructions at or prior to the Consent Expiration Time are eligible to receive a Consent Payment. In addition, holders of the Notes that validly delivered and did not validly revoke Consent Only Instructions at or prior to the Consent Expiration Time are eligible to receive a Consent Payment. The Total Consideration will be determined at 9:30 a.m., New York City time on June 24, 2025 and will be publicly announced by us through a press release. The Offers will expire at 5:00 p.m., New York City time, on July 9, 2025 (unless extended by us in our sole discretion or earlier terminated by the applicable Issuer, the "Expiration Time"). Because the Pool 1 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 1 Tender Cap, DCL and WMH do not expect to accept for purchase all Pool 1 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Deadline. Rather, subject to the Pool 1 Tender Cap and the Acceptance Priority Levels set forth in the table above, in each case as further described in the Offer to Purchase and Consent Solicitation Statement, DCL expects to accept for purchase all of the 4.900% Senior Notes due 2026 and 1.90% Senior Notes due 2027 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline, while WMH expects to accept for purchase the 3.755% Senior Notes due 2027 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline on a prorated basis using a proration factor to be announced following the determination of the Total Consideration. As described further in the Offer to Purchase and Consent Solicitation Statement, holders of the Pool 1 Notes that had validly delivered their Tender Instructions at or prior to the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Consent Expiration Time, but whose Notes were not accepted in full or at all due to proration, will be eligible to receive Amended Notes in lieu of the Notes that were not accepted in full or at all due to proration. Such holders will be eligible to receive Amended Notes so long as such holders have not withdrawn their Tender Instructions following the Consent Expiration Time. Holders of the Pool 1 Notes that had validly delivered their Tender Instructions after the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Early Tender Deadline, but whose Notes were not accepted in full or at all due to proration, will have their Notes promptly returned to their account. Additionally, because the Pool 1 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 1 Tender Cap, DCL and WMH do not expect to accept for purchase any Pool 1 Notes tendered after the Early Tender Deadline on the Early Settlement Date or any subsequent settlement date. Because the Pool 2 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 2 Tender Cap, WMH does not expect to accept for purchase all Pool 2 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Deadline. Rather, subject to the Pool 2 Tender Cap set forth in the table above, in each case as further described in the Offer to Purchase and Consent Solicitation Statement, WMH expects to accept for purchase the 4.302% Senior Notes due 2030 and 4.693% Senior Notes due 2033 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline each on a prorated basis using a proration factor to be announced following the determination of the Total Consideration. As described further in the Offer to Purchase and Consent Solicitation Statement, holders of the Pool 2 Notes that had validly delivered their Tender Instructions at or prior to the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Consent Expiration Time, but whose Notes were not accepted in full or at all due to proration, will be eligible to receive Amended Notes in lieu of the Pool 2 Notes that were not accepted in full or at all due to proration. Such holders will be eligible to receive Amended Notes so long as such holders have not withdrawn their Tender Instructions following the Consent Expiration Time. Holders of the Pool 2 Notes that had validly delivered their Tender Instructions after the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Early Tender Deadline, but whose Notes were not accepted in full or at all due to proration, will have their Notes promptly returned to their account. Additionally, because the Pool 2 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 2 Tender Cap, WMH does not expect to accept for purchase any Pool 2 Notes tendered after the Early Tender Deadline on the Early Settlement Date or any subsequent settlement date. Because the Pool 3 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 3 Tender Cap and, in the case of 3.950% Senior Notes due 2028 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline, the 2028 Notes SubCap. DCL does not expect to accept for purchase all Pool 3 Notes or 3.950% Senior Notes due 2028 that have been validly tendered and not validly withdrawn prior to or at the Early Tender Deadline. Rather, subject to the 2028 Notes SubCap with respect to 3.950% Senior Notes due 2028 set forth in the table above, as further described in the Offer to Purchase and Consent Solicitation Statement, DCL expects to accept the 3.950% Senior Notes due 2028 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline on a prorated basis using a proration factor to be announced following the determination of the Total Consideration. Further, subject to the Pool 3 Tender Cap, the Acceptance Priority Levels and the aforementioned 2028 Notes SubCap set forth in the table above, in each case as further described in the Offer to Purchase and Consent Solicitation Statement, DCL expects to accept for purchase all of the 4.000% Senior Notes due 2055 and 4.650% Senior Notes due 2050 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline, and DCL expects to accept for purchase the 5.200% Senior Notes due 2047 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline on a prorated basis using a proration factor to be announced following the determination of the Total Consideration. None of the other series of the Pool 3 Notes are expected to be accepted in the Offers. As described further in the Offer to Purchase and Consent Solicitation Statement, holders of the Pool 3 Notes that had validly delivered their Tender Instructions at or prior to the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Consent Expiration Time, but whose Notes were not accepted in full or at all due to proration, will be eligible to receive Amended Notes in lieu of the Pool 3 Notes that were not accepted in full or at all due to proration. Such holders will be eligible to receive Amended Notes so long as such holders have not withdrawn their Tender Instructions following the Consent Expiration Time. Holders of the Pool 3 Notes that had validly delivered their Tender Instructions after the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Early Tender Deadline, but whose Notes were not accepted in full or at all due to proration, will have their Notes promptly returned to their account. Additionally, because the Pool 3 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 3 Tender Cap, DCL does not expect to accept for purchase any Pool 3 Notes tendered after the Early Tender Deadline on the Early Settlement Date or any subsequent settlement date. Because the Pool 4 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 4 Tender Cap, and, in the case of 4.279% Senior Notes due 2032 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline, the 2032 Notes SubCap. WMH does not expect to accept for purchase all Pool 4 Notes or 4.279% Senior Notes due 2032 that have been validly tendered and not validly withdrawn prior to or at the Early Tender Deadline. Rather, subject to the 2032 Notes SubCap with respect to 4.279% Senior Notes due 2032 set forth in the table above, as further described in the Offer to Purchase and Consent Solicitation Statement, WMH expects to accept the 4.279% Senior Notes due 2032 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline on a prorated basis using a proration factor to be announced following the determination of the Total Consideration. Further, subject to the Pool 4 Tender Cap, the Acceptance Priority Levels and the 2032 Notes SubCap with respect to 4.279% Senior Notes due 2032 set forth in the table above, in each case as further described in the Offer to Purchase and Consent Solicitation Statement, WMH expects to accept for purchase all of the 5.391% Senior Notes due 2062 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline and WMH expects to accept for purchase the 5.141% Senior Notes due 2052 on a prorated basis using a proration factor to be announced following the determination of the Total Consideration. None of the 5.050% Senior Notes due 2042 are expected to be accepted in the Offers. As described further in the Offer to Purchase and Consent Solicitation Statement, holders of the Pool 4 Notes that had validly delivered their Tender Instructions at or prior to the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Consent Expiration Time, but whose Notes were not accepted in full or at all due to proration, will be eligible to receive Amended Notes in lieu of the Pool 4 Notes that were not accepted in full or at all due to proration. Such holders will be eligible to receive Amended Notes so long as such holders have not withdrawn their Tender Instructions following the Consent Expiration Time. Holders of the Pool 4 Notes that had validly delivered their Tender Instructions after the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Early Tender Deadline, but whose Notes were not accepted in full or at all due to proration, will have their Notes promptly returned to their account. Additionally, because the Pool 4 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 4 Tender Cap, WMH does not expect to accept for purchase any Pool 4 Notes tendered after the Early Tender Deadline on the Early Settlement Date or any subsequent settlement date. Consent Only Instructions will not be subject to proration, as described in the Offer to Purchase and Consent Solicitation Statement. In addition, since Pool 5 Notes are not subject to any Pool Tender Cap, Tender Instructions submitted with respect to Pool 5 Notes will not be subject to proration. The Issuers' obligation to accept for purchase and to pay for the Notes validly tendered and not validly withdrawn pursuant to the Offers, and to pay for Consents validly delivered and not validly revoked pursuant to the Consent Solicitations, remains subject to the satisfaction or waiver of certain conditions, including a financing condition, which are more fully described in the Offer to Purchase and Consent Solicitation Statement. Subject to the satisfaction or waiver of such conditions (other than the Requisite Consent Condition), the Issuers intend to exercise their Early Settlement Right and (i) settle all Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline and accepted for purchase, and (ii) pay for Consents validly delivered and not validly revoked prior to the Consent Expiration Time, on June 30, 2025 (the "Early Settlement Date"), in each case in accordance with the terms and conditions specified in the Offer to Purchase and Consent Solicitation Statement. The complete terms and conditions of the Offers and Consent Solicitations are set forth in the Offer to Purchase and Consent Solicitation Statement, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the Offers. The Issuers have retained J.P. Morgan Securities LLC and J.P. Morgan Securities plc to act as the Lead Dealer Managers (the "Lead Dealer Managers"), and Evercore Group L.L.C. to act as Co-Dealer Manager (together with the Lead Dealer Managers, the "Dealer Managers"), in connection with the Offers and Consent Solicitations. Kirkland & Ellis LLP is serving as legal counsel to the Issuers and Simpson Thacher & Bartlett LLP is serving as legal counsel to the Dealer Managers. Copies of the Offer to Purchase and Consent Solicitation Statement may be obtained from D.F. King (the "Tender and Information Agent"), by phone at +1 (212) 931-0845 (banks and brokers) or +1 (800) 848-3410 (all others), by WBD@ or at Questions regarding the Offers may also be directed to the Lead Dealer Managers as set forth below: Lead Dealer Managers: J.P. Morgan Securities LLC As Sole Lead Dealer Manager for the Dollar Notes J.P. Morgan Securities plc As Sole Lead Dealer Manager for the Euro Notes 383 Madison AvenueNew York, New York 10179 Collect: +1 (212) 834-4087 Toll-Free: +1 (866) 834-4666 Attn: Liability Management Desk 25 Bank Street Canary Wharf London E14 5JP United Kingdom Collect: +44 20 7134 2468 Attn: EMEA Liability Management Desk This press release must be read in conjunction with the Offer to Purchase and Consent Solicitation Statement. This press release and the Offer to Purchase and Consent Solicitation Statement contain important information which should be read carefully before any decision is made with respect to the Offers. You are recommended to seek your own legal, business, tax or other advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal advisor. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, commercial bank, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offers and Consent Solicitations. None of the Issuers, the Tender and Information Agent or any of the Dealer Managers, nor any director, officer, employee, agent, legal counsel or affiliate of any such person, is acting for any holder of Notes, or will be responsible to any holder of Notes for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers and Consent Solicitations, and, accordingly, none of the Tender and Information Agent or any of the Dealer Managers, nor any director, officer, employee, agent, legal counsel or affiliate of any such person, assumes any responsibility for the accuracy of any information concerning any of the Issuers, the Company or the Notes or any failure by any of the Issuers to disclose information with regard to the Issuers, the Company or the Notes which is material in the context of the Offers and Consent Solicitations and which is not otherwise publicly available. Subject to any restrictions under the Indentures following the Proposed Amendments becoming operative, and any limitations under the terms of the Junior Lien Exchange Notes (if issued), the Company or any of its subsidiaries or affiliates, including the Issuers, may from time to time following the Expiration Time acquire any Notes that remain outstanding in the open market, in privately negotiated transactions, through one or more additional tender offers, one or more exchange offers or otherwise, or may redeem Notes pursuant to the terms of the Indentures governing the Notes. Any future purchases or redemptions may be on the same terms or on terms that are more or less favorable to holders of Notes than the terms of the Offers. Any future purchases or redemptions by the Company or any of its subsidiaries or affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company or any of its affiliates will choose to pursue in the future. The effect of any of these actions may directly or indirectly affect the price of any Notes or Amended Notes that remain outstanding after the consummation or termination of the Offers. This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Offers are being made only by, and pursuant to the terms of, the Offer to Purchase and Consent Solicitation Statement. The Offers do not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction in which such offer or solicitation is unlawful. The Offers are void in all jurisdictions where they are prohibited. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer, the Offers shall be deemed to be made on behalf of the Issuers by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. None of the Issuers, the Tender and Information Agent, the Dealer Managers or any trustee for the Notes is making any recommendation as to whether holders should tender 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 amount of Notes to tender). About Warner Bros. Discovery: Warner Bros. Discovery (Nasdaq: WBD) is a leading global media and entertainment company that creates and distributes the world's most differentiated and complete portfolio of content and brands across television, film and streaming. Available in more than 220 countries and territories and 50 languages, Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, discovery+, CNN, DC, Eurosport, HBO, Max, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, MotorTrend, Animal Planet, Science Channel, Warner Bros. Pictures, Warner Bros. Television, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit Cautionary Statement Regarding Forward-Looking Information This press release contains certain "forward-looking statements." Forward-looking statements include, without limitation, statements regarding the Company's expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as "anticipate," "believe," "could," "continue," "estimate," "expect," "intend," "may," "should," "will" and "would" or similar words. These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties and on information available to the Company as of the date hereof. Forward-looking statements include, without limitation, statements about the settlement timeline of the Offers, the future company plans, objectives, expectations and intentions, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties outside of our control. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are risks relating to satisfaction of conditions to the Offers and Consent Solicitations, whether the Offers and Consent Solicitations will be consummated in accordance with the terms set forth in the Offer to Purchase and Consent Solicitation Statement or at all and the timing of any of the foregoing. The Company's actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risks related to the Offers and Consent Solicitations. Discussions of additional risks and uncertainties are contained in the Company's filings with the Securities and Exchange Commission, including but not limited to the Company's most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K. The Company is not under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. View original content: SOURCE Warner Bros. Discovery, Inc. Sign in to access your portfolio
Cision Canada
20-06-2025
- 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:
