Latest news with #Purchase
Business Wire
2 days ago
- Business
- Business Wire
AECOM announces expiration and results of offer to purchase 5.125% Senior Notes due 2027
DALLAS--(BUSINESS WIRE)--AECOM (NYSE: ACM) today announced that its previously announced cash tender offer (the 'Tender Offer') for any and all of its 5.125% senior notes due 2027 (the 'Notes') expired at 5:00 p.m. New York City time, on July 21, 2025 (the 'Expiration Date'). According to information provided by D.F. King and Co., Inc., the Tender and Information Agent for the Tender Offer, $732,914,000 aggregate principal amount of the Notes, or 73.49% of the aggregate principal amount outstanding, were validly tendered at or prior to the expiration of the Tender Offer and not validly withdrawn. In addition, $4,376,000 aggregate principal amount of the Notes were tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, dated July 15, 2025 (the 'Offer to Purchase') and remain subject to the applicable delivery requirements under such procedures. The Tender Offer was made pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery (together with the Offer to Purchase, the 'Offer Documents'). The obligation of AECOM to accept the Notes tendered and to pay the consideration for the Notes is subject to satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase. The settlement date for Notes validly tendered and not validly withdrawn and accepted for purchase and delivered at or prior to the Expiration Date is today, July 22, 2025 (the 'Initial Settlement Date'), and the settlement date for Notes delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase is expected to be July 24, 2025 (the 'Guaranteed Delivery Settlement Date'). On the Initial Settlement Date and the Guaranteed Delivery Settlement Date, as applicable, AECOM will pay for all Notes that have been validly tendered and not validly withdrawn. Title of Notes CUSIP Nos Outstanding Principal Amount(1) Principal Amount Tendered (Excluding Guaranteed Delivery) Principal Amount Reflected in Notices of Guaranteed Delivery 5.125% Senior Notes due 2027 00774CAB3 00774CAA5 U0081CAA0 $997,293,000 732,914,000 4,376,000 Expand (1) Immediately prior to the commencement of the Tender Offer Expand Holders of Notes accepted for purchase pursuant to the Tender Offer will receive the previously announced total consideration of $1,008.76 for each $1,000 principal amount of the Notes, plus accrued and unpaid interest on Notes purchased up to, but not including, the Initial Settlement Date. For the avoidance of doubt, accrued interest will cease to accrue on the Initial Settlement Date for all Notes accepted in the Tender Offer, whether such Notes are purchased on the Initial Settlement Date or the Guaranteed Delivery Settlement Date. On July 15, 2025, AECOM issued a conditional notice of redemption to the holders of the Notes to redeem any and all Notes that remain outstanding after completion of the Tender Offer at a make-whole redemption price based on a make-whole spread of 50 basis points over the yield on a US Treasury reference security (expected to be the 4.375% due December 15, 2026), calculated pursuant to the applicable provisions of the indenture governing the Notes, plus accrued and unpaid interest to, but not including, August 14, 2025 (the 'Redemption Date'). The redemption of any and all Notes that remain outstanding after completion of the Tender Offer was conditioned upon AECOM having raised net proceeds from its previously announced offering of senior unsecured notes due 2033 (the 'Notes Offering'), which, together with cash on hand or other immediately available funds, are sufficient to fund the redemption of all remaining outstanding Notes (such condition, the 'Financing Condition'). The Notes Offering closed today and the Financing Condition has been satisfied, with the result that all Notes remaining outstanding after settlement of the Tender Offer will be redeemed on August 14, 2025. AECOM has retained BofA Securities to act as exclusive Dealer Manager for the Tender Offer. D.F. King and Co., Inc. has been retained to serve as both the tender and information agent (the 'Tender and Information Agent') for the Tender Offer. For additional information regarding the terms of the Tender Offer, please contact: BofA Securities at debt_advisory@ (email), (888) 292-0070 (toll free) or (646) 743-2120 (collect). Requests for copies of the Offer to Purchase and other related materials should be directed to D.F. King and Co., Inc. at aecom@ (email), (888) 887-0082 (U.S. Toll Free), (212) 365-6884 (Banks and Brokers). This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell with respect to any Notes nor is this announcement an offer to sell or a solicitation of an offer to purchase new debt securities, or a notice of redemption of the Notes. The Tender Offer was made solely pursuant to the Offer Documents, which set forth the complete terms and conditions of the Tender Offer. The Tender Offer is not being made to, nor will AECOM accept tenders of Notes from, holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. About AECOM AECOM (NYSE: ACM) is the global infrastructure leader, committed to delivering a better world. As a trusted professional services firm powered by deep technical abilities, we solve our clients' complex challenges in water, environment, energy, transportation and buildings. Our teams partner with public- and private-sector clients to create innovative, sustainable and resilient solutions throughout the project lifecycle – from advisory, planning, design and engineering to program and construction management. AECOM is a Fortune 500 firm that had revenue of $16.1 billion in fiscal year 2024. Cautionary Note Regarding Forward-Looking Statements All statements in this press release other than statements of historical fact are 'forward-looking statements' for purposes of federal and state securities laws, including any statements of the plans, strategies and objectives for future operations, profitability, strategic value creation, capital allocation strategy including stock repurchases, risk profile and investment strategies, and any statements regarding future economic conditions or performance, and the expected financial and operational results of AECOM. Although AECOM believes that the expectations reflected in these forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of these forward-looking statements. Important factors that could cause AECOM's actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in these forward-looking statements include, but are not limited to, the following: AECOM's business is cyclical and vulnerable to economic downturns and client spending reductions; potential government shutdowns, changes in administration or other funding directives and circumstances that may cause governmental agencies to modify, curtail or terminate AECOM's contracts; government contracts are subject to audits and adjustments of contractual terms; long-term government contracts and subject to uncertainties related to government contract appropriations; losses under fixed-price contracts; limited control over operations that run through AECOM's joint venture entities; liability for misconduct by AECOM's employees or consultants; changes in government laws, regulations and policies, including failure to comply with laws or regulations applicable to AECOM's business; maintaining adequate surety and financial capacity; potential high leverage and inability to service AECOM's debt and guarantees; ability to continue payment of dividends; exposure to political and economic risks in different countries, including tariffs and trade policies, geopolitical events, and conflicts; inflation, currency exchange rates and interest rate fluctuations; changes in capital markets and stock market volatility; retaining and recruiting key technical and management personnel; legal claims and litigation; inadequate insurance coverage; environmental law compliance and inadequate nuclear indemnification; unexpected adjustments and cancellations related to AECOM's backlog; partners and third parties who may fail to satisfy their legal obligations; managing pension costs; AECOM Capital real estate development; cybersecurity issues, IT outages and data privacy; risks associated with the benefits and costs of the sale of AECOM's Management Services and self-perform at-risk civil infrastructure, power construction and oil and gas construction businesses, including the risk that any purchase adjustments from those transactions could be unfavorable and any future proceeds owed to us as part of the transactions could be lower than we expect; as well as other additional risks and factors that could cause actual results to differ materially from these forward-looking statements set forth in AECOM's reports filed with the Securities and Exchange Commission. Any forward-looking statements are made as of the date hereof. AECOM does not intend, and undertakes no obligation, to update any forward-looking statement.
Business Wire
2 days ago
- Business
- Business Wire
AECOM announces the total consideration for its offer to purchase 5.125% Senior Notes due 2027
DALLAS--(BUSINESS WIRE)--AECOM (NYSE: ACM) today announced the total consideration (the 'Total Consideration') relating to its previously announced cash tender offer (the 'Tender Offer') for any and all of its 5.125% Senior Notes due 2027 (the 'Notes') is $1,008.76 for each $1,000 principal amount of the Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer. The Total Consideration was determined in the manner described in the Offer to Purchase, dated July 15, 2025 (the 'Offer to Purchase'), by reference to a fixed spread of 50 basis points plus the yield to December 15, 2026, based on the bid-side price of the Reference Security specified in the table below, as quoted on the Bloomberg Bond Trader PX4 page as of 11:00 a.m., New York City time, today. In addition to the Total Consideration, AECOM will also pay accrued and unpaid interest on Notes purchased up to, but not including, July 22, 2025, which is the expected initial settlement date (the 'Initial Settlement Date') of the Tender Offer. The settlement date for Notes delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase is expected to be July 24, 2025, the next business day after the Guaranteed Delivery Date (as defined below) (the 'Guaranteed Delivery Settlement Date'). For the avoidance of doubt, accrued interest will cease to accrue on the Initial Settlement Date for all Notes accepted in the Tender Offer, whether such Notes are purchased on the Initial Settlement Date or the Guaranteed Delivery Settlement Date. The Tender Offer is being made pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery (together with the Offer to Purchase, the 'Offer Documents'). The Tender Offer will expire today at 5:00 p.m., New York City time, unless extended or earlier terminated by AECOM (the 'Expiration Date'). No tenders submitted after the Expiration Date will be valid unless delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase at or prior to 5:00 p.m., New York City time, on July 23, 2025 (the 'Guaranteed Delivery Date'). Tenders of Notes may be withdrawn any time at or prior to 5:00 p.m., New York City time, today, by following the procedures described in the Offer to Purchase. AECOM has retained BofA Securities to act as exclusive Dealer Manager for the Tender Offer. D.F. King and Co., Inc. has been retained to serve as both the tender and information agent (the 'Tender and Information Agent') for the Tender Offer. For additional information regarding the terms of the Tender Offer, please contact: BofA Securities at debt_advisory@ (email), (888) 292-0070 (toll free) or (646) 743-2120 (collect). Requests for copies of the Offer to Purchase and other related materials should be directed to D.F. King and Co., Inc. at aecom@ (email), (888) 887-0082 (U.S. Toll Free), (212) 365-6884 (Banks and Brokers). Copies of the Offer to Purchase and Notice of Guaranteed Delivery are available at the following web address: This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell with respect to any Notes nor is this announcement an offer to sell or a solicitation of an offer to purchase new debt securities, or a notice of redemption of the Notes. The Tender Offer is being made solely pursuant to the Offer Documents, which set forth the complete terms and conditions of the Tender Offer. The Tender Offer is not being made to, nor will AECOM accept tenders of Notes from, holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of AECOM, its affiliates, their respective board of directors, the Dealer Manager, the trustee of the Notes or the Tender and Information Agent makes any recommendation to any holder of Notes in connection with the Tender Offer. Holders must make their own decisions as to whether to tender their Notes and, if so, the principal amount of Notes to tender. About AECOM AECOM (NYSE: ACM) is the global infrastructure leader, committed to delivering a better world. As a trusted professional services firm powered by deep technical abilities, we solve our clients' complex challenges in water, environment, energy, transportation and buildings. Our teams partner with public- and private-sector clients to create innovative, sustainable and resilient solutions throughout the project lifecycle – from advisory, planning, design and engineering to program and construction management. AECOM is a Fortune 500 firm that had revenue of $16.1 billion in fiscal year 2024. Cautionary Note Regarding Forward-Looking Statements All statements in this press release other than statements of historical fact are 'forward-looking statements' for purposes of federal and state securities laws, including any statements of the plans, strategies and objectives for future operations, profitability, strategic value creation, capital allocation strategy including stock repurchases, risk profile and investment strategies, and any statements regarding future economic conditions or performance, and the expected financial and operational results of AECOM. Although AECOM believes that the expectations reflected in these forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of these forward-looking statements. Important factors that could cause AECOM's actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in these forward-looking statements include, but are not limited to, the following: AECOM's business is cyclical and vulnerable to economic downturns and client spending reductions; potential government shutdowns, changes in administration or other funding directives and circumstances that may cause governmental agencies to modify, curtail or terminate AECOM's contracts; government contracts are subject to audits and adjustments of contractual terms; long-term government contracts and subject to uncertainties related to government contract appropriations; losses under fixed-price contracts; limited control over operations that run through AECOM's joint venture entities; liability for misconduct by AECOM's employees or consultants; changes in government laws, regulations and policies, including failure to comply with laws or regulations applicable to AECOM's business; maintaining adequate surety and financial capacity; potential high leverage and inability to service AECOM's debt and guarantees; ability to continue payment of dividends; exposure to political and economic risks in different countries, including tariffs and trade policies, geopolitical events, and conflicts; inflation, currency exchange rates and interest rate fluctuations; changes in capital markets and stock market volatility; retaining and recruiting key technical and management personnel; legal claims and litigation; inadequate insurance coverage; environmental law compliance and inadequate nuclear indemnification; unexpected adjustments and cancellations related to AECOM's backlog; partners and third parties who may fail to satisfy their legal obligations; managing pension costs; AECOM Capital real estate development; cybersecurity issues, IT outages and data privacy; risks associated with the benefits and costs of the sale of AECOM's Management Services and self-perform at-risk civil infrastructure, power construction and oil and gas construction businesses, including the risk that any purchase adjustments from those transactions could be unfavorable and any future proceeds owed to us as part of the transactions could be lower than we expect; as well as other additional risks and factors that could cause actual results to differ materially from these forward-looking statements set forth in AECOM's reports filed with the Securities and Exchange Commission. Any forward-looking statements are made as of the date hereof. AECOM does not intend, and undertakes no obligation, to update any forward-looking statement.
Mid East Info
3 days ago
- Business
- Mid East Info
Cenomi Retail announces the signing of a share purchase agreement between its founding shareholders and Al-Futtaim for the sale of 49.95% stake to Al-Futtaim
Al-Futtaim enters into a Share Purchase Agreement SPA to acquire 49.95% of Cenomi Retail from its founding shareholders namely, Fawaz Abdulaziz Alhokair, Abdul Majeed Abdulaziz Alhokair, Salman Abdulaziz Alhokair, Saudi FAS Holding Company, and FAS Real Estate Company. Shares are priced at SAR 44 each, valuing the transaction at more than SAR 2.5 billion. • Al-Futtaim and Cenomi Retail are currently negotiating, as part of the SPA completion conditions, entering into a shareholder loan agreement for the provision of an amount not less than SAR 1.3 billion shareholder loan upon completion of the transaction, to strengthen Cenomi Retail's balance sheet and fuel its growth ambitions. • Al-Futtaim, as a strategic investor, and a prominent private business group, brings strategic alignment, operational strength, and long-term confidence in Cenomi Retail's growth strategy. • This milestone of a foreign direct investment aims to reinforce Saudi Arabia's position as a premier destination for global capital, while advancing Vision 2030 goals through private sector empowerment, scalable retail expansion, and digital transformation. Dubai, United Arab Emirates,July 2025: Cenomi Retail, Saudi Arabia's leading retail brand partner, today announced that its founding shareholders have signed a share purchase agreement (SPA) with Al-Futtaim, one of the region's most prominent and diversified private business groups. Pursuant to the SPA, Al-Futtaim will acquire a 49.95% stake in Cenomi Retail from the selling shareholders, namely, Fawaz Abdulaziz Alhokair, Abdul Majeed Abdulaziz Alhokair, Salman Abdulaziz Alhokair, Saudi FAS Holding Company, and FAS Real Estate Company. The shares are priced at SAR 44 each, valuing the transaction at more than SAR 2.5 billion. As part of the completion conditions of the agreement, Al-Futtaim and Cenomi Retail are currently negotiating a shareholder loan agreement pursuant to which Al-Futtaim will extend a shareholder loan of an amount not less than SAR 1.3 billion, upon completion of the transaction, to help strengthen Cenomi Retail's balance sheet and support its next phase of growth, the entry of which is a completion condition for the private transaction between the selling shareholders and Al-Futtaim. This landmark deal represents a major milestone for Cenomi Retail, introducing Al-Futtaim as a long-term strategic shareholder and signaling strong confidence in the company's growth trajectory and market leadership in Saudi Arabia's dynamic retail sector. This strategic investment by Al-Futtaim in Cenomi Retail is a key step in the company's transformation journey. Al-Futtaim brings not only significant capital but also deep retail expertise, operational capabilities, and a strong track record of building successful consumer platforms across the region. The company believes this strategic collaboration will accelerate its ability to seize new opportunities and deliver long-term value to its shareholders. Al-Futtaim is one of the region's most established private business groups, with operations spanning automotive, financial services, real estate, retail, and healthcare across the Middle East, Asia, and Africa. The group brings a proven track record in retail, including exclusive operations of leading Inditex brands like Zara, Massimo Dutti, and Bershka across key markets such as Malaysia, Thailand, and Singapore, as well as other retail operations across the Kingdom of Saudi Arabia, the United Arab Emirates and Egypt. Their global expertise and operational excellence will further enhance Cenomi Retail's platform and future growth trajectory. Fawaz Abdulaziz Alhokair, in his capacity as one of the selling shareholders of Cenomi Retail in the private transaction: 'This transaction marks a transformative milestone for Cenomi Retail and our shareholders. By deleveraging our balance sheet and establishing a stronger financial foundation, we are reinforcing long-term partnerships with stakeholders and positioning the company to deliver sustainable growth and enhanced shareholder value. The entry of Al-Futtaim as a strategic investor in the company will provide it with the investor's deep sector expertise, operational scale, and a shared long-term vision. Al-Futtaim's global retail footprint, financial strength, and presence in the Kingdom make them an ideal strategic investor. This strategic investment unlocks significant value for all stakeholders and aligns with Saudi Arabia's Vision 2030 to diversify the economy and attract foreign investment.' Omar Al Futtaim, Vice Chairman and CEO of Al-Futtaim: 'Our investment in Cenomi Retail reflects our strong confidence in the Kingdom of Saudi Arabia's economy and its long-term Saudi Vision 2030. This investment represents substantial foreign direct investment from the UAE private sector and underscores the robust economic partnership between our countries. It strengthens our presence and customer reach in Saudi Arabia, a strategic market with solid fundamentals and a clear national vision. We see significant opportunities to support Cenomi Retail in enhancing operations, accelerating digital transformation, and expanding its brand portfolio. This partnership also paves the way for further collaborations in the dynamic Saudi market.' Salim Fakhouri, Chief Executive Officer at Cenomi Retail: 'Today's announcement demonstrates that Cenomi Retail is firmly on the right strategic path towards our next phase of growth, focused on scalable, high-performing global brands that drive long-term value to our shareholders. Having Al-Futtaim as a strategic investor enables us to capitalize on their proven capabilities and further solidify our leadership in the retail sector and position us for sustainable growth and compelling shareholder returns.' Upon completion of the transaction, Al-Futtaim will work closely with Cenomi Retail's management and board to drive operational efficiencies, enhance customer offerings, and unlock significant value for all shareholders. The transaction is subject to customary regulatory approvals, including clearance from the General Authority for Competition in Saudi Arabia, and other contractual conditions. Further updates will be provided as the transaction progresses. Cenomi Retail was supported by its exclusive financial advisor, Lazard, throughout this transaction execution. J.P. Morgan was appointed by Al-Futtaim as its exclusive financial advisor with respect to the transaction. About Al-Futtaim: Established in the 1930s as a trading business, Al-Futtaim today is one of the most diversified and progressive, privately held regional businesses headquartered in Dubai, United Arab across 18 countries in the Middle East, North Africa and Asia, the Group spans key sectors including automotive, financial services, real estate, retail, and health. Al-Futtaim's work is driven by a clear purpose: to enrich lives and elevate communities through practical, forward-looking a workforce of nearly 33,000 people, Al-Futtaim represents a portfolio of over 200 of the world's most recognised and trusted brands, including Toyota, Lexus, IKEA, ACE, Marks & Spencer, and many a strong focus on digital innovation and artificial intelligence, sustainable growth, strategic partnerships, and empowering its people, Al-Futtaim's approach is anchored in long-term value creation. Its integrated business model positions the Group as a reliable partner to stakeholders—supporting customers, communities, and collaborators alike in navigating the needs of today while planning for tomorrow. Underpinned by the values of respect, excellence, collaboration, and integrity, Al-Futtaim continues to build a legacy that reflects its responsibility to people, progress, and the planet. About Cenomi Retail: Cenomi Retail, formed as Fawaz A. Alhokair & Co in 1990 by Fawaz, Abdulmajeed and Salman Alhokair. The company has since become the leading franchise retailer in KSA and the only listed business of its type in the Middle East. Since the opening of its first store in 1991, Cenomi Retail has grown considerably and now trades in 808 stores across 165 shopping malls in 8 countries, with a retail platform covering a total GLA of about 332 thousand square meters. All of this is managed by a workforce numbering more than 7,000. Cenomi Retail currently represents 47 brands, spanning womenswear, kids and baby, department stores, shoes and accessories, cosmetics in addition to operating a series of restaurants and coffee shops.
Yahoo
5 days ago
- Health
- Yahoo
WA facility caring for drug-exposed newborns at risk of closure after state funding cut
(Getty Images) The only medical facility focused on caring for drug-exposed babies in western Washington is pleading for help after Gov. Bob Ferguson vetoed its funding and the state abruptly canceled its contract. And a group of GOP lawmakers is urging Ferguson to find a way to keep the Kent facility operating. For decades, the Pediatric Interim Care Center has tended to babies born to mothers with substance use disorder. Just under half of its annual $1.7 million budget has usually come from the state, said Development Director Elaine Purchase. Fundraising makes up the rest. But this year, lawmakers slashed that funding to $100,000 in the face of a steep budget shortfall. The facility, known as PICC, was ready to make do with the deep cut and dip into its reserves, with the hope of making up for it when the Legislature returns next year. Then last month, Ferguson vetoed even that $100,000, as part of a slew of small items he removed to save money in the $78 billion two-year spending plan. And soon after, Purchase was 'blindsided' when the state Department of Children, Youth and Families cut its contract with the nursery, meaning no more babies would be referred there starting July 1. 'Which basically destroys our program,' Purchase said. 'Why would they abandon it for $100,000?' In a statement, the Department of Children, Youth and Families argued the center's state funding was 'not cost-effective.' Secretary Tana Senn said the center received money for its 13 beds regardless of how many babies it was serving, and didn't meet requirements to get Medicaid funding. 'We also want to clarify that DCYF is not shutting down the Kent PICC,' said Senn, a former state lawmaker. 'They can still accept referrals from hospitals and have informed DCYF on multiple occasions that they have sufficient charitable funding to continue serving children.' On Friday, state House Republican leadership, including Minority Leader Drew Stokesbary, of Auburn, took issue with the rationale and urged the state agency and Ferguson to reverse course. 'Governor Ferguson, throughout your first legislative session as governor, you said that you just wanted to do things that are 'common sense,'' the half-dozen lawmakers wrote. 'What is more common sense than using the power you hold to save the lives of innocent newborn babies?' The facility, open for 35 years, was caring for just one newborn Friday, said Purchase. It has been underused as the focus has shifted to keeping babies with their parents. Research has indicated parental involvement is integral in an infant's development. 'New evidence-based models demonstrate better outcomes for babies when they 'room in' at hospitals under the care of a physician or are in transitional care homes that allow the mother and baby to stay together,' Senn said. 'While hospitals, of course, may choose to continue to refer children to the Kent PICC, they have been doing so much less frequently as demonstrated by the current empty beds at the Kent PICC,' the agency secretary continued. 'Instead, hospitals more often refer infants to other facilities that use the current standard of care.' In 2021, the Legislature passed a measure known as the Keeping Families Together Act to help relatives take care of children who can't stay with their parents and to reduce racial disparities in the child welfare system. Critics blame the bipartisan law for a reported increase in child deaths, including from drug exposure. The average stay for babies at the Kent pediatric care center is 30 to 40 days. Most are exposed to fentanyl or methamphetamine. Since opening in 1990, the facility says it has cared for over 3,500 babies. 'We just want there to be a safe place for these little ones,' Purchase said. The governor did not provide comment on Friday, with a spokesperson for his office referring to the statement from the Department of Children, Youth and Families. Solve the daily Crossword
Business Wire
6 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.
