Latest news with #TenderOffer
Globe and Mail
3 days ago
- Business
- Globe and Mail
AECOM announces cash tender offer for any and all 5.125% Senior Notes due 2027
AECOM (NYSE: ACM) today announced that it has commenced a cash tender offer (the 'Tender Offer') for any and all of its $997,293,000 principal amount outstanding 5.125% Senior Notes due 2027 (the 'Notes'). A comprehensive description of the terms of the Tender Offer is included in AECOM's Offer to Purchase, dated July 15, 2025 (the 'Offer to Purchase'), and the related Notice of Guaranteed Delivery (the 'Notice of Guaranteed Delivery' and, together with the Offer to Purchase, the 'Offer Documents'). The following table summarizes the material pricing terms of the Tender Offer, which is being made upon, and is subject to, the terms and conditions set forth in the Offer Documents. CUSIP Nos Outstanding Principal Amount Title of Notes U.S. Treasury Reference Security Bloomberg Reference Page Fixed Spread 00774CAB3 00774CAA5 U0081CAA0 $997,293,000 5.125% Senior Notes due 2027 4.375% due December 15, 2026 PX4 50 bps The Tender Offer will expire at 5:00 p.m., New York City time, on July 21, 2025, 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 Tenders of Notes may be withdrawn any time at or prior to 5:00 p.m., New York City time, on July 21, 2025, by following the procedures described in the Offer to Purchase. The consideration (the 'Total Consideration') offered for each $1,000 principal amount of the Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes specified in the table above plus the yield to December 15, 2026, based on the bid-side price of the Reference Security specified in the table above, as quoted on the Bloomberg Bond Trader PX4 page as of 11:00 a.m., New York City time, on July 21, 2025, unless extended or earlier terminated by AECOM. In addition to the Total Consideration, AECOM will also pay accrued and unpaid interest up to, but not including, the Initial Settlement Date (as defined below). 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 expected to be July 22, 2025, the next business day after the Expiration Date (the 'Initial Settlement Date'). 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 (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. Holders must validly tender (and not validly withdraw) their Notes at or prior to the Expiration Date, or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or prior to the Expiration Date, and tender their Notes at or prior to the Guaranteed Delivery Date (as defined in the Offer to Purchase), in accordance with the instructions set forth in the Offer to Purchase, in order to be eligible to receive the Total Consideration. AECOM's obligation to accept for purchase and to pay for the Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, AECOM having raised net proceeds from its concurrently commenced offering of $1,000,000,000 in aggregate principal amount of its senior unsecured notes due 2033 (the 'New Notes Offering'), which, together with cash on hand or other immediately available funds, are sufficient to fund the purchase of all Notes validly tendered and accepted for purchase in the Tender Offer (such condition, the 'Financing Condition'). In addition, concurrently with the pricing of the New Notes Offering, the Company intends to issue 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 of the Reference Security specified above, calculated pursuant to the applicable provisions of the indenture governing the Notes, plus accrued and unpaid interest to, but not including, the date of redemption. The date of redemption is expected to be August 14, 2025 (the 'Redemption Date'). The redemption of any and all Notes that remain outstanding after completion of the Tender Offer will be made in accordance with the provisions of the Indenture, and will be conditioned upon the satisfaction of the Financing Condition. The Tender Offer does not constitute an offer to sell or a solicitation of an offer to buy any securities or other financial instruments that may be issued or otherwise incurred in connection with the New Notes Offering. AECOM reserves the right, subject to applicable law, in its sole discretion, to: (i) waive any and all conditions to the Tender Offer at any time and from time to time; (ii) extend or terminate the Tender Offer; or (iii) otherwise amend the Tender Offer in any respect. AECOM is not soliciting consents from holders of securities in connection with the Tender Offer. 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.
National Post
3 days ago
- Business
- National Post
AECOM announces cash tender offer for any and all 5.125% Senior Notes due 2027
Article content DALLAS — AECOM (NYSE: ACM) today announced that it has commenced a cash tender offer (the 'Tender Offer') for any and all of its $997,293,000 principal amount outstanding 5.125% Senior Notes due 2027 (the 'Notes'). A comprehensive description of the terms of the Tender Offer is included in AECOM's Offer to Purchase, dated July 15, 2025 (the 'Offer to Purchase'), and the related Notice of Guaranteed Delivery (the 'Notice of Guaranteed Delivery' and, together with the Offer to Purchase, the 'Offer Documents'). Article content The following table summarizes the material pricing terms of the Tender Offer, which is being made upon, and is subject to, the terms and conditions set forth in the Offer Documents. Article content The Tender Offer will expire at 5:00 p.m., New York City time, on July 21, 2025, 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, on July 21, 2025, by following the procedures described in the Offer to Purchase. Article content The consideration (the 'Total Consideration') offered for each $1,000 principal amount of the Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes specified in the table above plus the yield to December 15, 2026, based on the bid-side price of the Reference Security specified in the table above, as quoted on the Bloomberg Bond Trader PX4 page as of 11:00 a.m., New York City time, on July 21, 2025, unless extended or earlier terminated by AECOM. In addition to the Total Consideration, AECOM will also pay accrued and unpaid interest up to, but not including, the Initial Settlement Date (as defined below). 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 expected to be July 22, 2025, the next business day after the Expiration Date (the 'Initial Settlement Date'). 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 (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. Article content Holders must validly tender (and not validly withdraw) their Notes at or prior to the Expiration Date, or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or prior to the Expiration Date, and tender their Notes at or prior to the Guaranteed Delivery Date (as defined in the Offer to Purchase), in accordance with the instructions set forth in the Offer to Purchase, in order to be eligible to receive the Total Consideration. Article content AECOM's obligation to accept for purchase and to pay for the Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, AECOM having raised net proceeds from its concurrently commenced offering of $1,000,000,000 in aggregate principal amount of its senior unsecured notes due 2033 (the 'New Notes Offering'), which, together with cash on hand or other immediately available funds, are sufficient to fund the purchase of all Notes validly tendered and accepted for purchase in the Tender Offer (such condition, the 'Financing Condition'). Article content In addition, concurrently with the pricing of the New Notes Offering, the Company intends to issue 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 of the Reference Security specified above, calculated pursuant to the applicable provisions of the indenture governing the Notes, plus accrued and unpaid interest to, but not including, the date of redemption. The date of redemption is expected to be August 14, 2025 (the 'Redemption Date'). The redemption of any and all Notes that remain outstanding after completion of the Tender Offer will be made in accordance with the provisions of the Indenture, and will be conditioned upon the satisfaction of the Financing Condition. Article content The Tender Offer does not constitute an offer to sell or a solicitation of an offer to buy any securities or other financial instruments that may be issued or otherwise incurred in connection with the New Notes Offering. AECOM reserves the right, subject to applicable law, in its sole discretion, to: (i) waive any and all conditions to the Tender Offer at any time and from time to time; (ii) extend or terminate the Tender Offer; or (iii) otherwise amend the Tender Offer in any respect. AECOM is not soliciting consents from holders of securities in connection with the Tender Offer. Article content 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). Article content Copies of the Offer to Purchase and Notice of Guaranteed Delivery are available at the following web address: Article content 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. Article content 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. Article content About AECOM Article content 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. Article content Cautionary Note Regarding Forward-Looking Statements Article content 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. Article content Article content Article content Article content Media Contact: Article content Article content Brendan Ranson-Walsh Article content Article content 213-996-2367 Article content Article content Article content Investor Contact: Article content Article content Will Gabrielski Article content Article content Article content Article content
Globe and Mail
7 days ago
- Business
- Globe and Mail
Eaton Vance Municipal Bond Fund Announces Tender Offer to Purchase up to 5% of Outstanding Shares
Eaton Vance Municipal Bond Fund (NYSE American: EIM) (the 'Fund') previously announced that the Fund will conduct a tender offer for up to 5% of the Fund's then-outstanding common shares if, during the four-month measurement period beginning March 10, 2025 through July 9, 2025, the Fund's common shares trade at an average discount to net asset value ('NAV') of more than 7.5% (based upon the average of the difference between its volume-weighted average market price and NAV each business day during the period) (the 'Trigger Event'). The Fund has determined that the conditions of the Trigger Event have been met. Accordingly, the Fund expects to commence a tender offer on or about August 6, 2025, with the expiration of the tender offer currently anticipated to be on or about September 4, 2025 (the 'Tender Offer'). The Tender Offer will be for up to 5% of the Fund's then-outstanding common shares at 98% of NAV per share as of the close of regular trading on the New York Stock Exchange on the date the Tender Offer expires. Additional terms and conditions of the Tender Offer will be set forth in the Fund's offering materials filed with the U.S. Securities and Exchange Commission (the 'SEC'), which also will be distributed to the Fund's common shareholders. If the number of common shares tendered for the Fund exceeds the maximum amount of the Tender Offer, the Fund will purchase shares from tendering shareholders on a pro-rata basis (disregarding fractional common shares). Accordingly, there is no assurance that the Fund will purchase all of a shareholder's common shares tendered in the Tender Offer. The Fund may determine not to accept shares tendered in the Tender Offer under various circumstances, as will be set forth in the offering materials. Further information about the Tender Offer will be announced in future press releases and the Fund's offering materials. About the Fund Except for sales of shares pursuant to a tender offer, common shares of the Fund are available for purchase or sale only through secondary market trading at their current market price. Shares of closed-end funds (such as the Fund) often trade at a discount from their NAV. The market price of Fund shares may vary from NAV based on factors affecting the supply and demand for shares, such as Fund distribution rates relative to similar investments, investors' expectations for future distribution changes, the clarity of the Fund's investment strategy and future return expectations, and investors' confidence in the underlying markets in which the Fund invests. Fund shares are subject to investment risk, including possible loss of principal invested. Fund shares are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. The Fund is not a complete investment program and you may lose money investing in the Fund. An investment in the Fund may not be appropriate for all investors. Before investing in the Fund, prospective investors should consider carefully the Fund's investment objective, strategies, risks, charges and expenses. Eaton Vance is part of Morgan Stanley Investment Management, the asset management division of Morgan Stanley. About Morgan Stanley Investment Management Morgan Stanley Investment Management, together with its investment advisory affiliates, has more than 1,400 investment professionals around the world and $1.6 trillion in assets under management or supervision as of March 31, 2025. Morgan Stanley Investment Management strives to provide outstanding long-term investment performance, service, and a comprehensive suite of investment management solutions to a diverse client base, which includes governments, institutions, corporations and individuals worldwide. For further information about Morgan Stanley Investment Management, please visit About Morgan Stanley Morgan Stanley (NYSE: MS) is a leading global financial services firm providing a wide range of investment banking, securities, wealth management and investment management services. With offices in 42 countries, the Firm's employees serve clients worldwide including corporations, governments, institutions and individuals. For more information about Morgan Stanley, please visit Important Notice This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of the Fund. The Tender Offer will be made only by an offer to purchase, a related letter of transmittal and other documents filed with the SEC as exhibits to a tender offer statement on Schedule TO, with all such documents available on the SEC's website at The Fund will then also make available to shareholders without charge the offer to purchase and the letter of transmittal. Shareholders should read these documents carefully, as they will contain important information about the Tender Offer. This press release is for informational purposes only and is not intended to, and does not, constitute an offer to purchase or sell shares of the Fund. Additional information about the Fund, including performance and portfolio characteristic information, is available at Statements in this press release that are not historical facts are 'forward-looking statements' as defined by the U.S. securities laws. You should exercise caution in interpreting and relying on forward-looking statements because they are subject to uncertainties and other factors which are, in some cases, beyond the Fund's control and could cause actual results to differ materially from those set forth in the forward-looking statements. All forward-looking statements are as of the date of this release only; the Fund undertakes no obligation to update or review any forward-looking statements.
Yahoo
25-06-2025
- Business
- Yahoo
FS LUXEMBOURG S.À R.L. ANNOUNCES EARLY RESULTS OF CASH TENDER OFFER FOR UP TO US$200.0 MILLION IN AGGREGATE PRINCIPAL AMOUNT OF 8.875% SENIOR NOTES DUE 2031
SíO PAULO, June 25, 2025 /PRNewswire/ -- FS Luxembourg S.à r.l. (the "Issuer", "we", "us" or "our"), a wholly-owned finance subsidiary of FS I Indústria de Etanol S.A. ("FS S.A."), announces the early results as of 5:00 p.m., New York City time, on June 24, 2025 of its previously announced cash tender offer (the "Tender Offer") for up to US$200.0 million in aggregate principal amount (the "Maximum Tender Amount") of its 8.875% senior notes due 2031 (the "Notes"). The Notes are fully, unconditionally and irrevocably guaranteed by FS S.A. and FS Indústria de Biocombustíveis Ltda. (together with FS S.A., the "Guarantors"). In addition, the Issuer informs that the Financing Condition (as defined in the Offer to Purchase) has been satisfied. The Tender Offer is being made upon the terms and subject to the conditions set forth in an offer to purchase, dated June 10, 2025 (the "Offer to Purchase"). Any capitalized term used but not defined in this press release has the respective meaning set forth in the Offer to Purchase. The following table sets forth certain information regarding the Notes and the early results of the Tender Offer, including price information: Title ofSecurity CUSIP / ISIN PrincipalAmountOutstandingPrior to theTender Offer PrincipalAmountTendered as ofthe EarlyTender Date(1) Principal AmountOutstandingfollowing theEarly SettlementDate TotalConsideration(2) 8.875% Senior Notesdue 2031 Rule 144A: 30315XAC8 / US30315XAC83 Regulation S: L40756AE5 / USL40756AE57 US$600,000,000 US$341,783,000 US$400,000,000 US$1,027.50 __________________ (1) As the aggregate principal amount of the Notes validly tendered (and not validly withdrawn) as of the Early Tender Date exceeded the Maximum Tender Amount, the Notes will be accepted for purchase by the Issuer with approximately a proration factor of 55.62%. (2) The amount to be paid for each US$1,000 principal amount of Notes validly tendered at or prior to the Early Tender Date and accepted for purchase. The Total Consideration includes the Early Tender Premium. In addition, Accrued Interest will be paid. The Tender Offer will expire at 5:00 p.m. (New York City time) on July 10, 2025. As of 5:00 p.m. (New York City time) on June 24, 2025 (the "Early Tender Date"), according to D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer, Holders validly tendered (and did not validly withdraw) approximately US$341.8 million in aggregate principal amount of Notes. As the aggregate principal amount of the Notes validly tendered (and not validly withdrawn) as of the Early Tender Date exceeded the Maximum Tender Amount, the Notes will be accepted for purchase by the Issuer with approximately a proration factor of 55.62%. All tendered Notes in excess of the Maximum Tender Amount (giving effect to the above referred proration factor) will be promptly credited to the Holders's account with DTC or otherwise returned to the Holder without cost. Since the aggregate principal amount of the Notes validly tendered (and not validly withdrawn) as of the Early Tender Date exceeded the Maximum Tender Amount, the Issuer will not accept for purchase any Notes tendered after the Early Tender Date. Withdrawal rights with respect to the Tender Offer expired at 5:00 p.m. (New York City time) on June 24, 2025. Accordingly, Notes tendered in the Tender Offer may no longer be withdrawn, except as may be required by applicable law (as determined by the Issuer). Settlement Pursuant to the terms of the Tender Offer, the Issuer has elected to accept for purchase Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date up to the Maximum Tender Amount and will pay the Total Consideration (plus Accrued Interest) for such early tendered Notes up to the Maximum Tender Amount on June 25, 2025. Other Information The Issuer has engaged Morgan Stanley & Co. LLC to act as dealer manager (the "Dealer Manager") in connection with the Tender Offer. In such capacity, the Dealer Manager may contact Holders regarding the Tender Offer and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the Offer to Purchase and related materials to beneficial owners of Notes. The Dealer Manager can be contacted at its telephone numbers set forth on the back cover page of the Offer to Purchase with questions regarding the Tender Offer. Copies of the Offer to Purchase are available to Holders from D.F. King & Co., Inc., the tender agent and the information agent for the Tender Offer (the "Tender and Information Agent"). Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (888) 280-6942 (toll-free) or +1 (212) 256-9086 (collect). Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Issuer, the Guarantors or any of their affiliates in the United States or in any other jurisdiction. The Tender Offer is not being made to, nor will the Issuer accept tenders of Notes from, Holders in any jurisdiction in which the Tender Offer would not be in compliance with the securities or blue sky laws of such jurisdiction. Important Notice regarding Forward-Looking Statements This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or that relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described in this press release will be consummated or as to the ultimate terms of any such transactions. Neither the Issuer nor the Guarantors undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason. Disclaimer This press release must be read in conjunction with the Offer to Purchase. This press release and the Offer to Purchase contain important information that must be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, from its attorney, accountant or other independent financial or legal adviser. None of the Issuer, the Guarantors, the Dealer Manager, the Tender and Information Agent or any affiliate of such persons expresses any opinion as to whether the terms of the Tender Offer are fair to any Holder. Holders must make their own decision as to whether to tender any Notes and, if so, the principal amount of Notes to tender. View original content: SOURCE FS Luxembourg S.à r.l. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
12-06-2025
- Business
- Yahoo
Orange: Orange issues 750 million euros of hybrid notes
Press releaseParis, 12 June 2025 NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA Orange issues 750 million euros of hybrid notes Orange S.A. (the Company) successfully priced the issuance of €750 million undated deeply subordinated fixed to reset rate notes with a first call date as of 24 March 2032 and with a fixed coupon of 3.875% until the first reset date (the New Notes). The New Notes are intended to be admitted to trading on Euronext Paris. It is also expected that the rating agencies will assign the New Notes a rating of BBB-/Baa3/BBB- (S&P / Moody's / Fitch) and an equity content of 50%. The Company also launched today a tender offer (the Tender Offer) to repurchase: its €1.25 billion Undated 12 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first reset date on 1st October 2026 and admitted to trading on Euronext Paris (ISIN XS1115498260) (of which €1.1 billion is currently outstanding) (the NC 2026 Existing Notes); and its €500 million Undated 7.5 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first reset date on 19th March 2027 and admitted to trading on Euronext Paris (ISIN FR0013447877) (of which €500 million is currently outstanding) (the NC 2027 Existing Notes and, together with the NC 2026 Existing Notes, the Existing Notes), up to a maximum acceptance amount which will not exceed €750 million. The purpose of the Tender Offer and the planned issuance of New Notes is, amongst other things, to proactively manage the Company's hybrid portfolio. The Tender Offer also provides qualifying holders with the opportunity to sell their Existing Notes ahead of their respective upcoming first reset date and to apply for priority in the allocation of the New Notes. DisclaimerThis announcement does not constitute an invitation to participate in the Tender Offer or the issuance of New Notes in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such of Existing Notes for purchase pursuant to the Tender Offer will not be accepted from qualifying holders in any circumstances in which such offer or solicitation is unlawful. The Company does not make any recommendation as to whether or not qualifying holders should participate in the Tender may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. Tender Offer is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States or to U.S. Persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the ) (each a ) and the Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States, by persons located or resident in the United States of America ('U.S. holders' within the meaning of Rule 800(h) under the Securities Act). Accordingly, any documents or materials related to this Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any such person. Any purported tender instruction in response to this Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid, and tender instructions made by a person located or resident in the United States of America or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will not be the purposes of the above paragraphs, means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia. About OrangeOrange is one of the world's leading telecommunications operators with revenues of 40.3 billion euros in 2024 and 125,800 employees worldwide at 31 March 2025, including 69,700 employees in France. The Group has a total customer base of 294 million customers worldwide at 31 March 2025, including 256 million mobile customers and 22 million fixed broadband customers. These figures account for the deconsolidation of certain activities in Spain following the creation of MASORANGE. The Group is present in 26 countries (including non-consolidated countries). Orange is also a leading provider of global IT and telecommunication services to multinational companies under the brand Orange Business. In February 2023, the Group presented its strategic plan "Lead the Future", built on a new business model and guided by responsibility and efficiency. "Lead the Future" capitalizes on network excellence to reinforce Orange's leadership in service is listed on Euronext Paris (symbol ORA).For more information on the internet and on your mobile: and the Orange News app or to follow us on X: @ and any other Orange product or service names included in this material are trademarks of Orange or Orange Brand Services Limited. Press Contacts: Tom Wright: WARNING: NOT FOR DISTRIBUTION IN THE UNITED STATESThis press release does not constitute an offer to sell or subscribe, nor a solicitation of purchase or subscription orders for securities, particularly in the United States, Japan, Canada, Australia, or the United Kingdom. The distribution of this document may also be subject to specific regulations in certain other countries. No offer to sell or solicitation of purchase or subscription of securities shall be made in any country or territory where such an offer or solicitation would be contrary to applicable regulations or prior to its registration or qualification under the securities laws of that country or territory. In particular, securities may not be offered or transferred in the United States without registration or an exemption from registration in accordance with the U.S. Securities Act of 1933 (as amended). Attachment Orange_Hybrid_bond_Pricing_2025_06Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
