Latest news with #OffertoPurchase
Business Wire
4 days ago
- Business
- Business Wire
Greenidge Generation Announces Expiration and Final Results of Tender/Exchange Offer for Senior Notes Due 2026
PITTSFORD, N.Y.--(BUSINESS WIRE)--Greenidge Generation Holdings Inc. (Nasdaq: GREE) ('Greenidge' or the 'Company'), a vertically integrated cryptocurrency datacenter and power generation company, today announced final results of its previously announced concurrent offers (collectively, the 'Tender/Exchange Offer' or the 'Offer') to exchange or to purchase, at the election of each holder, its outstanding 8.50% Senior Notes due 2026 (the 'Old Notes'), as set forth in the Offer to Purchase/Exchange, dated as of June 17, 2025 (as amended or supplemented from time to time, the 'Offer to Purchase/Exchange'), which trade on the Nasdaq Global Select Market ('Nasdaq') under the symbol 'GREEL.' The Tender/Exchange Offer expired at 12:00 a.m., New York City time, on July 18, 2025 (the 'Expiration Date'). Capitalized terms use herein and otherwise undefined have the meaning ascribed to them in the Offer to Purchase/Exchange. According to the information provided to Greenidge by Computershare Trust Company, N.A., the exchange agent in connection with the Offer, the following aggregate principal amount of the Old Notes set forth in the table below was (i) validly tendered and not properly withdrawn (the 'Tendered Notes') as of 5:00 p.m., New York City time, on July 2, 2025 (the 'Early Tender Date') for cash in an amount equal to $9.00 for each $25.00 principal amount of Old Notes tendered, plus accrued and unpaid interest up to, but not including, the previously announced July 9, 2025 early settlement date (the 'Early Settlement Date'), subject to a $3,204,477 cash payment limit, pursuant to the Tender Option; and (ii) validly tendered and not properly withdrawn (the 'Exchanged Notes') as of the Expiration Date for a new series of 10.00% Senior Notes due 2030 (the 'New Notes'), in an amount equal to $11.00 principal amount of New Notes for each $25.00 principal amount of Old Notes exchanged, plus accrued and unpaid interest up to, but not including, the settlement date pursuant to the Exchange Option: 1 The amounts exclude $36,450 in aggregate principal amount of Old Notes for which holders have complied with certain procedures applicable to guaranteed delivery set forth in the Offer to Purchase/Exchange, which remain subject to such holders' performance of additional delivery requirements thereunder. Expand The Tender/Exchange Offer was made pursuant to the terms and subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase/Exchange. As of the Expiration Date, all conditions to the Tender/Exchange Offer were satisfied or waived. Upon settlement of the Exchange Offer, which is currently expected to occur on July 21, 2025, subject to the acceptance procedures described in the Offer to Purchase/Exchange, holders of Exchanged Notes will receive an aggregate principal amount of New Notes in an amount equal to $11.00 for each Exchanged Note accepted plus accrued and unpaid interest thereon up to, but not including, the settlement date, in addition to a stub payment in cash for any remaining accrued and unpaid interest in an amount less than $11.00 in total. Accordingly, on the settlement date, Greenidge will issue $2,105,213 in aggregate principal amount of New Notes. As the aggregate principal amount of New Notes is less than the minimum offering required for listing on Nasdaq, Greenidge seeks to list the New Notes under the ticker 'GREEN' for trading on the OTC Market's platform. However, as previously disclosed in the Offer to Purchase/Exchange, Greenidge cannot provide any assurances that the New Notes will be tradable or that an active trading market will develop for the New Notes or that holders will be able to sell their New Notes. If the New Notes are traded after their initial issuance, they may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, the Company's credit ratings, general economic conditions, the Company's financial condition, performance and prospects and other factors. Accordingly, Greenidge cannot make any assurances that a liquid trading market for the New Notes will be sustained, that holders will be able to sell their New Notes at a particular time or that the price holders receive when they sell will be favorable. To the extent an active trading market is not sustained, the liquidity and trading price for the New Notes may be harmed. Accordingly, holders may be required to bear the financial risk of an investment in the New Notes for an indefinite period of time. About Greenidge Generation Holdings Inc. Greenidge Generation Holdings Inc. (Nasdaq: GREE) is a vertically integrated power generation company, focusing on cryptocurrency mining, infrastructure development, engineering, procurement, construction management, operations and maintenance of sites. Forward-Looking Statements This press release includes certain statements that may constitute 'forward-looking statements.' All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve uncertainties that could significantly affect Greenidge's financial or operating results. These forward-looking statements may be identified by terms such as 'anticipate,' 'believe,' 'continue,' 'foresee,' 'expect,' 'intend,' 'plan,' 'may,' 'will,' 'would,' 'could,' and 'should,' and the negative of these terms or other similar expressions. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Forward-looking statements in this press release include, among other things, statements regarding the business plan, business strategy and operations of Greenidge in the future. In addition, all statements that address operating performance and future performance, events or developments that are expected or anticipated to occur in the future are forward looking statements. Forward-looking statements are subject to a number of risks, uncertainties and assumptions. Matters and factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include but are not limited to the matters and factors described in Part I, Item 1A. 'Risk Factors' of Greenidge's Annual Report on Form 10-K for the year ended December 31, 2024, as may be amended from time to time, its subsequently filed Quarterly Reports on Form 10-Q and its other filings with the Securities and Exchange Commission. Consequently, all of the forward-looking statements made in this press release are qualified by the information contained under this caption. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements in this press release. You should not put undue reliance on forward-looking statements. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, the actual results, performance, or achievements of Greenidge could differ materially from the results expressed in, or implied by, any forward-looking statements.
Business Wire
4 days ago
- Business
- Business Wire
Greenidge Generation Announces Expiration and Finals Results of Tender/Exchange Offer for Senior Notes Due 2026
PITTSFORD, N.Y.--(BUSINESS WIRE)--Greenidge Generation Holdings Inc. (Nasdaq: GREE) ('Greenidge' or the 'Company'), a vertically integrated cryptocurrency datacenter and power generation company, today announced final results of its previously announced concurrent offers (collectively, the 'Tender/Exchange Offer' or the 'Offer') to exchange or to purchase, at the election of each holder, its outstanding 8.50% Senior Notes due 2026 (the 'Old Notes'), as set forth in the Offer to Purchase/Exchange, dated as of June 17, 2025 (as amended or supplemented from time to time, the 'Offer to Purchase/Exchange'), which trade on the Nasdaq Global Select Market ('Nasdaq') under the symbol 'GREEL.' The Tender/Exchange Offer expired at 12:00 a.m., New York City time, on July 18, 2025 (the 'Expiration Date'). Capitalized terms use herein and otherwise undefined have the meaning ascribed to them in the Offer to Purchase/Exchange. According to the information provided to Greenidge by Computershare Trust Company, N.A., the exchange agent in connection with the Offer, the following aggregate principal amount of the Old Notes set forth in the table below was (i) validly tendered and not properly withdrawn (the 'Tendered Notes') as of 5:00 p.m., New York City time, on July 2, 2025 (the 'Early Tender Date') for cash in an amount equal to $9.00 for each $25.00 principal amount of Old Notes tendered, plus accrued and unpaid interest up to, but not including, the previously announced July 9, 2025 early settlement date (the 'Early Settlement Date'), subject to a $3,204,477 cash payment limit, pursuant to the Tender Option; and (ii) validly tendered and not properly withdrawn (the 'Exchanged Notes') as of the Expiration Date for a new series of 10.00% Senior Notes due 2030 (the 'New Notes'), in an amount equal to $11.00 principal amount of New Notes for each $25.00 principal amount of Old Notes exchanged, plus accrued and unpaid interest up to, but not including, the settlement date pursuant to the Exchange Option: 1 The amounts exclude $36,450 in aggregate principal amount of Old Notes for which holders have complied with certain procedures applicable to guaranteed delivery set forth in the Offer to Purchase/Exchange, which remain subject to such holders' performance of additional delivery requirements thereunder. Expand The Tender/Exchange Offer was made pursuant to the terms and subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase/Exchange. As of the Expiration Date, all conditions to the Tender/Exchange Offer were satisfied or waived. Upon settlement of the Exchange Offer, which is currently expected to occur on July 21, 2025, subject to the acceptance procedures described in the Offer to Purchase/Exchange, holders of Exchanged Notes will receive an aggregate principal amount of New Notes in an amount equal to $11.00 for each Exchanged Note accepted plus accrued and unpaid interest thereon up to, but not including, the settlement date, in addition to a stub payment in cash for any remaining accrued and unpaid interest in an amount less than $11.00 in total. Accordingly, on the settlement date, Greenidge will issue $2,105,213 in aggregate principal amount of New Notes. As the aggregate principal amount of New Notes is less than the minimum offering required for listing on Nasdaq, Greenidge seeks to list the New Notes under the ticker 'GREEN' for trading on the OTC Market's platform. However, as previously disclosed in the Offer to Purchase/Exchange, Greenidge cannot provide any assurances that the New Notes will be tradable or that an active trading market will develop for the New Notes or that holders will be able to sell their New Notes. If the New Notes are traded after their initial issuance, they may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, the Company's credit ratings, general economic conditions, the Company's financial condition, performance and prospects and other factors. Accordingly, Greenidge cannot make any assurances that a liquid trading market for the New Notes will be sustained, that holders will be able to sell their New Notes at a particular time or that the price holders receive when they sell will be favorable. To the extent an active trading market is not sustained, the liquidity and trading price for the New Notes may be harmed. Accordingly, holders may be required to bear the financial risk of an investment in the New Notes for an indefinite period of time. About Greenidge Generation Holdings Inc. Greenidge Generation Holdings Inc. (Nasdaq: GREE) is a vertically integrated power generation company, focusing on cryptocurrency mining, infrastructure development, engineering, procurement, construction management, operations and maintenance of sites. Forward-Looking Statements This press release includes certain statements that may constitute 'forward-looking statements.' All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve uncertainties that could significantly affect Greenidge's financial or operating results. These forward-looking statements may be identified by terms such as 'anticipate,' 'believe,' 'continue,' 'foresee,' 'expect,' 'intend,' 'plan,' 'may,' 'will,' 'would,' 'could,' and 'should,' and the negative of these terms or other similar expressions. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Forward-looking statements in this press release include, among other things, statements regarding the business plan, business strategy and operations of Greenidge in the future. In addition, all statements that address operating performance and future performance, events or developments that are expected or anticipated to occur in the future are forward looking statements. Forward-looking statements are subject to a number of risks, uncertainties and assumptions. Matters and factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include but are not limited to the matters and factors described in Part I, Item 1A. 'Risk Factors' of Greenidge's Annual Report on Form 10-K for the year ended December 31, 2024, as may be amended from time to time, its subsequently filed Quarterly Reports on Form 10-Q and its other filings with the Securities and Exchange Commission. Consequently, all of the forward-looking statements made in this press release are qualified by the information contained under this caption. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements in this press release. You should not put undue reliance on forward-looking statements. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, the actual results, performance, or achievements of Greenidge could differ materially from the results expressed in, or implied by, any forward-looking statements.
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
Strathcona Responds to MEG Directors' Circular, Supports MEG Strategic Alternatives Process
CALGARY, AB, June 20, 2025 /CNW/ - Strathcona Resources Ltd. ("Strathcona") today responded to the June 16, 2025 directors' circular ("Directors' Circular") filed by the Board of Directors (the " Board") of MEG Energy Corp. ("MEG") in response to the offer (the " Offer") by Strathcona to acquire all of the issued and outstanding common shares of MEG (the " MEG Shares") not already owned by Strathcona as set out in the Offer to Purchase and Bid Circular dated May 30, 2025 (the " Offer and Circular"). Support For Strategic Alternatives Process Adam Waterous, Executive Chairman of Strathcona, said "Strathcona is delighted that the MEG board has accepted Strathcona's recommendation to initiate a strategic alternatives process for the business and fully supports them contacting other potential acquirers to determine if a superior transaction to Strathcona's offer is available." As MEG's second largest shareholder, Strathcona welcomes the MEG Board's efforts to market-test the Offer against other acquisition proposals and agrees that the MEG Board has a duty to fully investigate each proposal for the business, including the Offer. Strathcona Looks Forward to Engaging with the MEG Board As stated in Strathcona's May 15, 2025 press release, Strathcona remains ready and willing to participate in the MEG strategic alternatives process and looks forward to engaging constructively and in good faith with the MEG Board. As a starting point for this engagement, earlier today Strathcona posted a new presentation on its website titled "MEG Directors' Circular: Fact vs. Fiction" which corrects a variety of errors and misleading statements in the Directors' Circular which MEG and Strathcona shareholders are encouraged to review. Adam Waterous added, "Strathcona looks forward to participating in the strategic alternatives process which will also provide an opportunity for MEG's board to learn more about Strathcona, something which it has declined to do to date. To give the MEG board a head start in understanding our business, we have corrected a variety of inaccuracies contained in their circular." Strathcona's Offer Remains Compelling for both MEG and Strathcona Shareholders Strathcona firmly believes its Offer provides a true win-win for MEG and Strathcona shareholders, uniting two heavy oil "pure plays" into a new Canadian oil champion, while delivering significant accretion to MEG and Strathcona shareholders on all key metrics. The pro forma business would be uniquely positioned in the capital markets as the only 100% oil company in North America with an investment grade balance sheet, 50-year reserves life index, and no exposure to mines or refineries. While Strathcona agrees with MEG's statement in its Directors' Circular that other peer companies could also realize significant synergies from such a transaction, Strathcona believes it is the only peer company which would be able to, upon completion of the transaction, (1) obtain an immediate investment grade credit rating upgrade, (2) immediately join all major Canadian oil and gas stock indexes due its to larger float, and (3) credibly execute on meaningful overhead synergies as evidenced by Strathcona's existing best-in-class overhead costs. Offer Information Strathcona's Offer provides that each holder whose MEG Shares are taken up in the Offer will be entitled to receive 0.62 of a common share in the capital of Strathcona plus C$4.10 per MEG Share in cash. The Offer will be open for acceptance until 5:00 p.m. Mountain Time on Monday, September 15, 2025. More information regarding Strathcona and the Offer can be found on Strathcona's website: Shareholders who have questions or require assistance in depositing MEG Shares to the Offer should contact the Information Agent, Laurel Hill Advisory Group, by email at [email protected] or by phone at 1-877-452-7184 (Toll-Free). About Strathcona Strathcona is one of North America's fastest growing oil producers with operations focused on thermal oil and enhanced oil recovery. Strathcona is built on an innovative approach to growth achieved through the consolidation and development of long-life oil and gas assets. The Strathcona Shares are listed on the Toronto Stock Exchange (TSX: SCR). No Offer or Solicitation This news release is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to sell or buy, any securities. The Offer to acquire MEG Shares and issue Strathcona common shares in connection therewith is made solely by, and subject to the terms and conditions set out in, the Offer to Purchase and Circular and accompanying letter of transmittal and notice of guaranteed delivery. The Offer to Purchase and Circular and the related documents, contain important information about the Offer and should be read in its entirety by MEG shareholders Additional Information About the Offer and Where to Find It This news release relates to the Offer. In connection with the Offer, Strathcona has filed and will file relevant materials with the U.S. Securities and Exchange Commission (the "SEC"), including a registration statement on Form F-10 (the "Registration Statement") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), which includes the Offer and Circular and other documents related to the Offer. This news release is not a substitute for the Registration Statement, the Offer and Circular or any other relevant documents filed with the applicable Canadian securities regulatory authorities or the SEC. MEG shareholders and other interested parties are urged to read the Registration Statement, the Offer and Circular, all documents incorporated by reference therein, all other applicable documents and any amendments or supplements to any such documents when they become available, because they do and will contain important information about Strathcona, MEG and the Offer. The Registration Statement, Offer and Circular and other materials filed or that will be filed by Strathcona with the SEC will be available electronically without charge at the SEC's website at The Registration Statement, Offer and Circular, documents incorporated by reference therein and other relevant documents may also be obtained on request without charge from Strathcona by email at [email protected] or by phone at (403) 930-3000 or Laurel Hill Advisory Group, the information agent for the Offer, by email at [email protected] or by phone at 1-877-452-7184 (Toll-Free), and will also be available electronically at Forward-Looking Information This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of applicable U.S. securities laws (collectively, "forward-looking information") and are prospective in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and is therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking information. Often, but not always, forward-looking information can be identified by the use of forward-looking words such as "believes", "plans", "expects", "intends" and "anticipates", or variations of such words, and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information contained in this news release includes, but is not limited to, statements relating to: the expected benefits of the Offer and the combination of Strathcona and MEG, both to the MEG shareholders and the Strathcona shareholders; the anticipated benefits that may result from the combination of Strathcona and MEG, including, but not limited to: the size and scale of the combined company; expectations with respect to the capital markets position of the combined company, increased public float and expected reserves life index; the intention of Strathcona to participate in the MEG strategic alternatives process and engage with MEG's Board; the combined company achieving an investment grade credit rating; expectations relating to the combined company's lack of exposure to mines and refineries; the expected potential cost synergies identified by Strathcona in connection with the combination of MEG and Strathcona, including with respect to overhead, interest, capital expenditures and operating costs, among others, and the related benefits thereof; and other anticipated strategic, operational and financial benefits that may result from the combination of Strathcona and MEG. Although Strathcona believes that the expectations reflected by the forward-looking information presented in this news release are reasonable, the forward-looking information is based on assumptions and factors concerning future events that may prove to be inaccurate. Those assumptions and factors are based on information currently available to Strathcona about itself and MEG and the businesses in which they operate. Information used in developing forward-looking information has been acquired from various sources, including third party consultants, suppliers and regulators, among others. The material assumptions used to develop the forward-looking information herein include, but are not limited to: the ability of Strathcona to complete the combination of Strathcona and MEG, pursuant to the Offer or otherwise, integrate Strathcona's and MEG's respective businesses and operations and realize the anticipated strategic, operational and financial benefits synergies from the acquisition of MEG by Strathcona; the conditions of the Offer will be satisfied on a timely basis in accordance with their terms; the anticipated synergies and other anticipated benefits of the Offer will be realized in a manner consistent with Strathcona's expectations; future production rates and estimates of capital and operating costs of the combined company; the combined company's reserves volumes and the net present values thereof; anticipated timing and results of capital expenditures of the combined company; MEG's public disclosure is accurate and that MEG has not failed to publicly disclose any material information respecting MEG, its business, operations, assets, material agreements or otherwise; there will be no material changes to laws and regulations adversely affecting Strathcona's or MEG's operations; and the impact of the current economic climate and financial, political and industry conditions on Strathcona's and MEG's operations will remain consistent with Strathcona's current expectations. Assumptions have also been made with respect to future oil and gas prices, differentials and future foreign exchange and interest rates. Although Strathcona believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking information herein will prove to be accurate. Because actual results or outcomes could differ materially from those expressed in any forward-looking information, readers should not place undue reliance on any such forward-looking information. By its nature, forward-looking information is based on assumptions and involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking information. In particular, there are certain risks related to the consummation of the Offer and the combination of Strathcona and MEG, and the business and operations of MEG and Strathcona (including the business and operations that are currently being conducted and undertaken by Strathcona and those that are expected to be conducted and undertaken by Strathcona upon consummation of the Offer) including, but not limited to: changes in general economic conditions in Canada, the United States and elsewhere; changes in operating conditions (including as a result of weather patterns); the volatility of prices for oil and natural gas and other commodities; commodity supply and demand; fluctuations in foreign exchange and interest rates; changes or proposed changes in applicable tariff rates; availability of financial resources and/or third-party financing; availability of equipment, materials and personnel; defaults by counterparties under commercial arrangements to which MEG or Strathcona (or any of their respective subsidiaries) is a party; an inability to procure regulatory approvals in a timely manner or on terms satisfactory to Strathcona; new or changing laws and regulations (domestic and foreign); the risk of failure to satisfy the conditions to the Offer; and the risk that the anticipated synergies and other benefits of the Offer may not be realized. In addition, readers are cautioned that the actual results of Strathcona following the successful completion of the Offer may differ materially from the expectations expressed herein as a result of a number of additional risks and uncertainties. Some of these risks, uncertainties and other factors are similar to those faced by other oil and gas companies and some are unique to Strathcona. Strathcona's annual information form for the year ended December 31, 2024 and other documents filed by Strathcona with the applicable Canadian securities regulatory authorities (available under Strathcona's profile on SEDAR+ at further describe risks, material assumptions and other factors that could influence actual results. The forward-looking information contained in this news release is provided as of the date hereof and Strathcona does not undertake any obligation to update or to revise any of the forward-looking information included herein, except as required by applicable securities laws. The forward-looking information contained in this news release is expressly qualified by this cautionary statement. Oil and Gas Metrics This news release contains metrics commonly used in the crude oil and natural gas industry, including "reserves life index". These terms do not have a standardized meaning and may not be comparable to similar measures presented by other companies, and therefore should not be used to make such comparisons. Readers are cautioned as to the reliability of oil and gas metrics used in this news release. Management of Strathcona uses these oil and gas metrics for its own performance measurements and to provide investors with measures to compare Strathcona's projected performance over time; however, such measures are not reliable indicators of Strathcona's future performance, which may not compare to Strathcona's performance in previous periods, and therefore should not be unduly relied upon. SOURCE Strathcona Resources Ltd.
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.
