Latest news with #Hart-Scott-RodinoAct
Business Insider
25-06-2025
- Business
- Business Insider
ProAssurance stockholders approve proposed acquisition by The Doctors Company
ProAssurance (PRA) Corporation announced that stockholders have voted overwhelmingly to approve its proposed acquisition by The Doctors Company. More than 99% of shares voted were in favor of the proposal to approve the acquisition agreement. The transaction remains subject to the receipt of regulatory approvals and other customary closing conditions and is expected to close in the first half of 2026. Required regulatory approvals include the expiration or early termination of the waiting period applicable to the consummation of the merger under the Hart-Scott-Rodino Act as well as approvals by the insurance regulators in the domicile states of ProAssurance insurance subsidiaries. The transaction is not subject to a financing condition. Upon completion of the transaction, ProAssurance's common stock will no longer be listed on the New York Stock Exchange, and ProAssurance will become a wholly owned subsidiary of The Doctors Company. 'Our shareholders recognize that this transaction will deliver significant value,' said Ned Rand, ProAssurance's President and Chief Executive Officer. He added, 'Bringing the strengths and capabilities of ProAssurance and The Doctors Company together will allow our teams to continue to serve today's healthcare providers with the necessary scale and breadth of capabilities. With a shared history in the medical professional liability marketplace, both companies work to fulfill a mission to protect others and have similar operating philosophies and cultures.' Confident Investing Starts Here:
Business Wire
24-06-2025
- Business
- Business Wire
ProAssurance Stockholders Approve Its Proposed Acquisition by The Doctors Company
BIRMINGHAM, Ala.--(BUSINESS WIRE)-- ProAssurance Corporation (NYSE: PRA) today announced that stockholders have voted overwhelmingly to approve its proposed acquisition by The Doctors Company. More than 99% of shares voted (including abstentions) were in favor of the proposal to approve the acquisition agreement. The transaction remains subject to the receipt of regulatory approvals and other customary closing conditions and is expected to close in the first half of 2026. Required regulatory approvals include the expiration or early termination of the waiting period (and any extension thereof) applicable to the consummation of the merger under the Hart-Scott-Rodino Act as well as approvals by the insurance regulators in the domicile states of ProAssurance insurance subsidiaries. The transaction is not subject to a financing condition. Upon completion of the transaction, ProAssurance's common stock will no longer be listed on the New York Stock Exchange, and ProAssurance will become a wholly owned subsidiary of The Doctors Company. 'Our shareholders recognize that this transaction will deliver significant value,' said Ned Rand, ProAssurance's President and Chief Executive Officer. He added, 'Bringing the strengths and capabilities of ProAssurance and The Doctors Company together will allow our teams to continue to serve today's healthcare providers with the necessary scale and breadth of capabilities. With a shared history in the medical professional liability marketplace, both companies work to fulfill a mission to protect others and have similar operating philosophies and cultures.' About ProAssurance ProAssurance Corporation is an industry-leading specialty insurer with extensive expertise in medical professional liability and products liability for medical technology and life sciences. The Company also is a provider of workers' compensation insurance in the eastern U.S. ProAssurance Group is rated 'A' (Excellent) by AM Best. For the latest on ProAssurance and its industry-leading suite of products and services, cutting-edge risk management and practice enhancement programs, visit our website at with investor content available at Our YouTube channel regularly presents insightful videos that communicate effective practice management, patient safety and risk management strategies. Forward-Looking Statements The foregoing contains 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as 'anticipate,' 'believe,' 'continue,' 'could,' 'estimate,' 'expect,' 'intend,' 'may,' 'plan,' 'hope,' 'hopeful,' 'likely,' "may," "optimistic," "possible," "potential," "preliminary," "project," "should," "will," 'would' or the negative or plural of these words or similar expressions or variations. Forward-looking statements are made based upon management's current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. These factors include, among others: (i) the completion of the proposed transaction on the anticipated terms and timing, (ii) the satisfaction of other conditions to the completion of the proposed transaction, including obtaining required regulatory approvals; (iii) the risk that ProAssurance Corporation's stock price may fluctuate during the pendency of the proposed transaction and may decline if the proposed transaction is not completed; (iv) potential litigation relating to the proposed transaction that could be instituted against ProAssurance Corporation or its directors, managers or officers, including the effects of any outcomes related thereto; (v) the risk that disruptions from the proposed transaction will harm ProAssurance Corporation's business, including current plans and operations, including during the pendency of the proposed transaction; (vi) the ability of ProAssurance Corporation to retain and hire key personnel; (vii) the diversion of management's time and attention from ordinary course business operations to completion of the proposed transaction and integration matters; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (ix) legislative, regulatory and economic developments; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect ProAssurance Corporation's financial performance; (xi) certain restrictions during the pendency of the proposed transaction that may impact ProAssurance Corporation's ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or global pandemics, as well as management's response to any of the aforementioned factors; (xiii) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) unexpected costs, liabilities or delays associated with the transaction; (xv) the response of competitors to the transaction; (xvi) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring ProAssurance Corporation to pay a termination fee ; and (xvii) other risks set forth under the heading 'Risk Factors,' of our Annual Report on Form 10-K for the year ended December 31, 2024 and in our subsequent filings with the Securities and Exchange Commission. You should not rely upon forward-looking statements as predictions of future events. Our actual results could differ materially from the results described in or implied by such forward looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.
Yahoo
09-06-2025
- Business
- Yahoo
Capital Power completes acquisition of the Hummel and Rolling Hills facilities in PJM for US$2.2 billion (CAD ~$3.0¹ billion)
EDMONTON, Alberta, June 09, 2025 (GLOBE NEWSWIRE) -- Capital Power Corporation (TSX: CPX) ('Capital Power' or the 'Company') is pleased to announce the closing today of the previously announced acquisition of 100% of the equity interests in: Hummel Station, LLC ('Hummel'), owner of the 1,124MW Hummel combined cycle natural gas facility in Shamokin Dam, Pennsylvania (the 'Hummel Acquisition'); and Rolling Hills Generating, LLC ('Rolling Hills'), owner of the 1,023MW Rolling Hills plant, a combustion turbine natural gas facility in Wilkesville, Ohio (the 'Rolling Hills Acquisition' and together with Hummel Acquisition, the 'Acquisition'). The Federal Energy Regulatory Commission approved the Acquisition on June 2, 2025, and the applicable waiting period under the Hart-Scott-Rodino Act, expired on June 4, 2025. The Acquisition was previously announced on April 14, 2025. Capital Power partially financed the Acquisition with net proceeds from an offering of common shares (the 'Equity Offering') and a private offering of senior notes (the 'Notes Offering'). The Equity Offering, which closed on April 22, 2025, consisted of total gross proceeds of $667 million, including an approximately $517 million bought public offering and an approximately $150 million private placement with Alberta Investment Management Corporation. The Notes Offering, which closed on May 28, 2025, consisted of a private offering of US$1.2 billion aggregate principal amount of senior notes in the U.S. issued by Capital Power (US Holdings) Inc., a U.S. wholly owned subsidiary of the Company, and guaranteed by the Company and the Company's subsidiaries that guarantee the Company's revolving credit facilities. The balance of the Acquisition was funded with additional cash on hand and a drawdown on the Company's existing revolving credit facilities. On April 14, 2025, the Company announced that it had entered into a Commitment Letter for an acquisition term loan with a Canadian chartered bank to fund up to $2 billion of the Acquisition purchase price. The Company will not be drawing on the acquisition term loan and the Commitment Letter will be terminated. All references to dollar amounts contained herein, including the symbol '$', are to Canadian dollars unless otherwise indicated. Where applicable, amounts were converted from US dollars to Canadian dollars using a 1.3890 exchange rate, as reported by the Bank of Canada on April 11, 2025. ________________________________1 As previously announced, converted from US dollars to Canadian dollars using a 1.3890 exchange rate, as reported by the Bank of Canada on April 11, 2025. Forward-looking Information This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws. Such forward-looking information is provided to inform the Company's shareholders and potential investors about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as 'anticipate', 'proposed', 'estimated', 'estimates', 'would', 'expects', 'intends', 'plans', 'may', 'will', and similar expressions, although not all forward-looking information contain these identifying words. More particularly and without limitation, the forward-looking information in this news release includes expectations regarding the Acquisition being accretive to adjusted funds from operations per share. Such forward-looking statements are based on certain assumptions and analyses made by Capital Power concerning its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate, including its review of the Acquisition and re-contracting opportunities. The material factors and assumptions used to develop these forward-looking statements relate to: (i) electricity and other energy (including natural gas) and carbon prices; (ii) the Company's performance; (iii) business prospects and opportunities including expected growth and capital projects; (iv) the energy needs of certain jurisdictions; (v) the status and impact of policy, legislation and regulations; (vi) effective tax rates; (vii) the development and performance of technology; (viii) the anticipated growth in data center energy consumption in North America; (ix) foreign exchange rates; (x) anticipated facility performance and natural gas prices for the Hummel and Rolling Hills facilities; (xi) financing assumptions, including interest rates; and (xii) anticipated sustaining capital expenditures at the Hummel and Rolling Hills facilities. Whether actual results, performance or achievements will conform to the Company's expectations and predictions are subject to a number of known and unknown risks and uncertainties which could cause actual results and experience to differ materially from the Company's expectations. Such material risks and uncertainties are: (i) changes in electricity, natural gas and carbon prices in markets in which Capital Power operates and the use of derivatives; (ii) regulatory and political environments, including changes to environmental, climate, financial reporting, market structure and tax legislation; (iii) disruptions, or price volatility within the Company's supply chains; (iv) generation facility availability, wind capacity factor and performance including maintenance expenditures; (v) ability to fund current and future capital and working capital needs; (vi) acquisitions (including the Acquisition) and developments including timing and costs of regulatory approvals and construction; (vii) changes in market prices and the availability of fuel; (viii) ability to realize the anticipated benefits of acquisitions (including the Acquisition) and dispositions; (ix) limitations inherent in the Company's review of acquired assets; (x) changes in general economic and competitive conditions, including inflation; and (xi) changes in the performance and cost of technologies and the development of new technologies, new energy efficient products, services and programs. See Risks and Risk Management in Capital Power's Integrated Annual Report for the year ended December 31, 2024, prepared as of February 25, 2025, and other reports filed by Capital Power with Canadian securities regulators. The forward-looking information in this news release reflects the Company's current expectations, assumptions and/or beliefs based on information currently available to the Company. Any forward-looking information 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 information, whether as a result of new information, future events or results or expressly qualified by this cautionary statement. Territorial Acknowledgement In the spirit of reconciliation, Capital Power respectfully acknowledges that we operate within the ancestral homelands, traditional and treaty territories of the Indigenous Peoples of Turtle Island, or North America. Capital Power's head office is located within the traditional and contemporary home of many Indigenous Peoples of the Treaty 6 Territory and Métis Nation of Alberta Region 4. We acknowledge the diverse Indigenous communities that are located in these areas and whose presence continues to enrich the community. About Capital Power Capital Power is a growth-oriented power producer with approximately 12 GW of power generation at 32 facilities across North America. We prioritize safely delivering reliable and affordable power communities can depend on, building lower-carbon power systems, and creating balanced solutions for our energy future. We are Powering Change by Changing PowerTM. For more information, please contact: Media Relations: Katherine Perron (780) 392-5335 kperron@ Investor Relations: Noreen Farrell (403) 461-5236 investor@
Yahoo
03-06-2025
- Business
- Yahoo
EOG to Acquire Encino's Assets in Utica for $5.6B
This article was first published on Rigzone here EOG Resources, Inc. said it has entered into a definitive agreement to acquire Encino Acquisition Partners (EAP) from the Canada Pension Plan Investment Board (CPP) and Encino Energy for $5.6 billion, inclusive of EAP's net debt. EOG expects to fund the acquisition through $3.5 billion of debt and $2.1 billion of cash on hand, the company said in a news release. The transaction is expected to close in the second half, subject to clearance under the Hart-Scott-Rodino Act and other customary closing conditions, EOG said. The acquisition of Encino's 675,000 net core acres increases EOG's Utica position to a combined 1.1 million net acres, representing more than 2 billion barrels of oil equivalent of undeveloped net resources, with pro forma production totaling 275,000 barrels of oil equivalent per day (boepd), according to the release. EOG said that the acquisition significantly expands its contiguous liquids-rich acreage, adds premium-priced gas exposure, and increases working interest. The company averages 65 percent liquids production, with 235,000 net acres for a combined contiguous position of 485,000 net acres. On the natural gas front, the acquisition adds 330,000 net acres along with existing natural gas production with firm transportation exposed to premium end markets. In the northern acreage, where the company has delivered outstanding well results, EOG increases its existing average working interest by more than 20 percent, the company stated. "This acquisition combines large, premier acreage positions in the Utica, creating a third foundational play for EOG alongside our Delaware Basin and Eagle Ford assets," EOG Chairman and CEO Ezra Yacob said. "Encino's acreage improves the quality and depth of our Utica position, expanding EOG's multi-basin portfolio to more than 12 billion barrels of oil equivalent net resources". Take control of your THOUSANDS of Oil & Gas jobs on Search Now >> "We are excited to execute on this unique opportunity that is immediately accretive to our per-share metrics and meets our strict criteria for acquisitions - high quality acreage with exploration upside, competitive with our current inventory, gained at an attractive price," Yacob added. "Our ability to execute on the Encino acquisition without diluting our shareholders will be a textbook example of how EOG utilizes its industry leading balance sheet to take advantage of counter cyclical opportunities to enhance the returns of our business and create long-term value for our shareholders,' he said. EAP was established by CPP Investments and Encino Energy in 2017 to acquire high-quality oil and gas assets with an established base of production in mature basins across the lower 48 states in the USA, CPP said in a separate statement. Since 2017, CPP Investments has held a 98 percent ownership position in EAP alongside Encino Energy. Encino Energy will also be exiting from EAP, representing a full sale to EOG Resources, CPP noted. 'When we established Encino Acquisition Partners with Encino Energy in 2017 we envisioned creating a company that would be a leader in acquiring U.S. oil and gas assets. Since then, it has done just that, and we are pleased with EAP's success and the strong returns this investment has delivered,' Bill Rogers, head of sustainable energy at CPP Investments, said. To contact the author, email More From The Leading Energy Platform: TotalEnergies Exits Bonga Field in Nigeria OPEC+ Countries to 'Implement Production Adjustment' of 411K Bpd in July Naftogaz, Orlen to Expand Energy Partnership JP Morgan Asks If Oil Prices Are $10 Too Low or $20 Too High >> Find the latest oil and gas jobs on << Sign in to access your portfolio
Yahoo
02-06-2025
- Business
- Yahoo
EOG strengthens Utica presence with $5.6bn acquisition deal
EOG Resources has entered into a definitive agreement to acquire Encino Acquisition Partners from the Canada Pension Plan Investment Board and Encino Energy for $5.6bn, including net debt. This move is set to transform EOG's standing in the Utica shale play, significantly expanding its net core acres. The acquisition will elevate EOG's Utica position to 1.1 million net acres, with undeveloped net resources of more than two billion barrels of oil equivalent per day (bboe/d). The deal is expected to be immediately accretive to EOG's net asset value and per-share financial metrics, enhancing annualised EBITDA (earnings before interest, taxes, depreciation and amortisation) by 10%, and cash flow from operations and free cash flow by 9%. EOG's acquisition of Encino's assets will expand its liquids-rich acreage in the volatile oil window by 235,000 net acres, creating a contiguous position of 485,000 net acres. It also adds 330,000 net acres in the natural gas window, with production exposed to premium markets. EOG's working interest in the northern acreage, where it has seen excellent well results, will increase by more than 20%. The operational expertise and increased scale from the acquisition are expected to generate more than $150m in synergies in the first year. These synergies will come from reduced capital, operating and debt financing costs. Additionally, the acquisition supports EOG's strategy of returning capital to shareholders, evidenced by a 5% increase in dividends. EOG's board of directors has declared a dividend of $1.02 per share, to be paid on 31 October 2025 to shareholders on record as of 17 October 2025. The annual rate indicated is $4.08. The transaction, expected to close in the second half of 2025, is subject to Hart-Scott-Rodino Act clearance and other customary conditions. EOG chairman and chief executive officer Ezra Y. Yacob said: "This acquisition combines large, premier acreage positions in the Utica, creating a third foundational play for EOG alongside our Delaware Basin and Eagle Ford assets. Encino's acreage improves the quality and depth of our Utica position, expanding EOG's multi-basin portfolio to more than 12 billion barrels of oil equivalent net resource.' "EOG strengthens Utica presence with $5.6bn acquisition deal" was originally created and published by Offshore Technology, a GlobalData owned brand. The information on this site has been included in good faith for general informational purposes only. It is not intended to amount to advice on which you should rely, and we give no representation, warranty or guarantee, whether express or implied as to its accuracy or completeness. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
