Latest news with #Notes
Time Business News
3 hours ago
- Entertainment
- Time Business News
250+ Instagram Notes Prompts to Boost Engagement in 2025
Instagram Notes, introduced in late 2022, have quickly become a game-changer for creators, businesses, and casual users alike. These short, 60-character messages appear at the top of the Instagram DM section and disappear after 24 hours, offering a unique opportunity to spark quick engagement, share authentic thoughts, or promote your brand without the need for polished visuals. Whether you're an influencer aiming to connect with your audience, a small business driving sales, or a casual user looking to spice up your profile, Instagram Notes are a low-effort, high-impact tool to boost your presence. In this guest post, we're excited to share insights from our comprehensive guide, '250+ Creative Prompt Ideas for Instagram Notes to Boost Engagement,. This post dives into why Instagram Notes are a must-use feature, offers over 250 creative prompt ideas categorized by theme and purpose, and provides actionable tips to maximize their impact. From fun polls to motivational messages, these prompts are designed to captivate your audience, spark conversations, and keep your followers coming back for more. Ready to elevate your Instagram game? Let's dive in! Instagram Notes are more than just fleeting messages—they're a strategic way to stay top-of-mind with your followers. Unlike Stories or Reels, which require visuals and editing, Notes are quick to create and appear prominently in the DM section, making them hard to miss. Here's why they're a game-changer: Authenticity : Notes allow you to share raw,.and unfiltered thoughts, giving followers a glimpse into your personality or brand. : Notes allow you to share raw,.and unfiltered thoughts, giving followers a glimpse into your personality or brand. Engagement : Their prime placement encourages quick replies, making them ideal for sparking conversations or driving action. : Their prime placement encourages quick replies, making them ideal for sparking conversations or driving action. Versatility : Use Notes for polls, promotions, personal updates, or fun questions to suit any goal or audience. : Use Notes for polls, promotions, personal updates, or fun questions to suit any goal or audience. Low Commitment : No need for graphics or editing—Notes are perfect for spontaneous, low-effort updates. : No need for graphics or editing—Notes are perfect for spontaneous, low-effort updates. Testing Ground: Experiment with ideas or announcements before investing in full-fledged posts. With only 60 characters to work with, every word counts. The key is to be concise, creative, and intentional to maximize engagement. Below, you'll find over 250 prompt ideas to inspire your Notes, along with tips to make them stand out. These lighthearted prompts are perfect for sparking smiles and quick replies, ideal for casual users or brands showing their fun side. What's your go-to emoji right now? Coffee or tea? Drop your pick! What song's stuck in your head today? What's your guilty pleasure snack? Cats or dogs? Let's settle this! Pick a superpower: Fly or be invisible? What's your vibe today: Chill or chaotic? Tell me your fave movie in one word! What's your dream vacay spot? What's the last thing you laughed at? Describe your day in three words! What's the weirdest food combo you've tried? Are you a morning person or night owl? What's your go-to dance move? Pick one: Pizza or tacos? What's your spirit animal today? What's making you smile right now? Finish this: Life's better with ____. What's your favorite season and why? What's your go-to karaoke song? Encourage deeper connections with prompts that inspire reflection and meaningful responses. What's one lesson life taught you recently? What's your biggest dream right now? What's one thing you're grateful for today? What's a book that changed your life? What's your go-to way to de-stress? What's one goal you're chasing this year? What's your definition of success? What's one thing you'd tell your younger self? What's a memory that always makes you smile? What's your favorite way to spread kindness? What's one habit you're proud of? What's a quote you live by? Share it! What's something you've always wanted to try? What's your happy place? Describe it! What's one thing you can't live without? What's a cause you're passionate about? What's your biggest fear and why? What's one thing you wish people knew about you? What's your favorite way to spend a Sunday? What's a skill you want to learn? Inspire your audience with uplifting messages that encourage action and positivity. You got this! What's your goal today? Keep going! What's motivating you right now? What's one thing you're proud of? Dream big! What's your next step? You're stronger than you know. Agree? What's one win you're celebrating today? Rise and grind! What's your focus? Be your own hero. What's your super move? What's one thing you'll do for YOU today? Life's short—chase what sets your soul on fire! What's one step you're taking toward your dreams? You're unstoppable. What's next? What's a mantra you're living by today? Keep shining! What's your spark? What's one thing you're excited about? You're enough. Believe it? What's one way you're growing this week? Stay focused! What's your top priority? What's one thing you love about yourself? Conquer today! What's your game plan? Tie your Notes to holidays or seasons to keep them timely and relevant. Fall vibes! What's your favorite autumn activity? Spooky season! What's your costume idea? Winter's here! Hot cocoa or tea? Spring refresh! What's blooming in your life? Summer plans? Beach or mountains? Holiday wish list: What's at the top? New Year, new you! What's your resolution? Halloween candy: Love it or leave it? Thanksgiving gratitude: What's on your list? Winter cozy vibes: Blanket or fireplace? Valentine's Day: Self-love or romance? What's your favorite holiday tradition? Summer bucket list: What's number one? Fall or spring? Pick your season! Holiday plans? Travel or stay home? What's your go-to holiday treat? Snow day! Build a snowman or stay in? What's your favorite festive song? New Year's Eve: Party or chill? What's your summer adventure goal? For businesses, Notes can drive sales, promote products, or build brand loyalty with quick, engaging updates. New drop alert! Check our latest collection! Flash sale! 20% off today only! What's your favorite product from our shop? DM us for a special discount code! New blog post up! Link in bio. What's your go-to item from our store? Limited stock! Grab yours now! Tell us your favorite way to use our product! New arrivals! What's catching your eye? Free shipping today! Shop now! What's your dream product from us? Tag a friend who'd love our stuff! What's your go-to gift idea? New feature alert! Try it out! What's your favorite thing about our brand? Drop a word for a chance to win a freebie! Shop small! Thanks for supporting us! What's your must-have from our collection? New collab! Check it out in our bio! Tell us how you use our product! Polls drive engagement by encouraging quick, fun replies. Beach or pool? Where's your summer spot? Sweet or savory? What's your craving? Netflix or YouTube? What's your binge? City or countryside? Where's your vibe? Morning or evening workout? Cake or pie? Pick your dessert! iPhone or Android? Let's debate! Book or movie? What's your escape? Rainy or sunny day? What's your mood? Sneakers or sandals? Step up! Sweet or sour candy? Breakfast or dinner? Favorite meal? Text or call? How do you connect? Early bird or night owl? Hot or iced coffee? Cats or dogs? Pick your pal! Comedy or drama? What's your genre? Mountains or beach? Winter or summer? Pancakes or waffles? Share glimpses of your life or brand to build authenticity and connection. Just finished a workout! How's your day? Behind the scenes: Prepping new content! Current mood: Ready for the weekend! Just tried a new recipe! Yay or nay? Working on something big! Guess what? Today's vibe: Coffee and chaos! Just hit a milestone! Celebrate with me! Sneak peek: New project coming soon! My day in 3 words: Busy, fun, tired! Just got back from a place! Ask me about it! Current obsession: Your hobby! You into it? Just wrapped a big meeting! How's your day? Today's goal: Finish a task! What's yours? Chasing dreams today! What's your hustle? Just tried an activity! Thoughts? My morning routine: Coffee, music, go! Behind the scenes: Creating magic! Today's mantra: Keep it real! Just finished a task! Feeling accomplished! What's making my day? Your answer! Tap into trends, memes, or pop culture to stay relevant and relatable. What's the last show you binged? Meme of the day: Drop yours! Who's your celeb crush right now? What's the TikTok trend you're loving? Favorite song from the charts? What's the viral video you can't stop watching? Who's your favorite influencer right now? What's the trend you're obsessed with? Just saw a movie! Thoughts? What's the meme that sums up your life? Favorite artist dropping new music? What's the app you're addicted to? Who's your dream collab? What's the trend you don't get? Just watched a show! Let's talk! What's your favorite viral challenge? Who's ruling your playlist right now? What's the movie you're hyped for? What's the trend you're jumping on? Meme life: Share your favorite! Promote positivity and mindfulness with prompts that encourage self-care. How do you unwind after a long day? What's your go-to self-care ritual? What's one thing you do for your mental health? Today's vibe: Peace and calm. You? What's your favorite way to stay active? What's one thing that lifts your mood? Self-care check-in: How you holding up? What's your go-to comfort food? What's one way you practice gratitude? What's your favorite way to relax? What's one thing you do just for YOU? What's your go-to workout playlist? How do you stay motivated? Share tips! What's one thing that calms your mind? What's your favorite way to pamper yourself? Today's goal: Rest or hustle? What's one way you stay grounded? What's your favorite wellness app? How do you recharge your energy? Self-love moment: What's yours today? Drive action with prompts that invite followers to engage directly. DM me your favorite emoji! Let's chat! Check my latest Reel! Thoughts? Tag a friend who needs to see this! DM me for a surprise! Ready? Check my Story for a poll! Vote now! Drop a word for a shoutout in my Story! Link in bio! What's your take? DM me your favorite tip for a topic! Tag someone who inspires you! Drop a word to join the fun! Check my post! Let's talk about it! DM me your go-to product! Tag a friend for a fun challenge! Drop a word if you're with me! Check my bio for something new! DM me your thoughts on a topic! Tag your BFF for a surprise! Drop a word for good vibes only! Check my latest post! What's your vibe? What's your favorite thing about today? For when you want to keep things weird and wonderful. What's the weirdest snack you've tried? If you were a vegetable, what'd you be? What's your go-to karaoke song? Aliens land tomorrow. What's your move? What's the strangest place you've napped? If you could time travel, where to? What's your pet's secret superpower? What's the oddest food combo you love? If you were a color, what'd you be? What's the weirdest gift you've gotten? What's your go-to conspiracy theory? If you were a cartoon, who'd you be? What's the strangest place you've been? What's your secret talent? Spill it! If you could swap lives, who'd it be? What's the oddest thing in your fridge? If you were a dessert, what'd you be? What's your go-to prank idea? What's the weirdest trend you've tried? If you could invent a holiday, what's it? Tailor your Notes to niche audiences like fitness buffs, foodies, or travelers. What's your favorite workout move? Gym or home workout? What's your vibe? What's your go-to post-workout snack? Cardio or weights? Pick your poison! What's one fitness goal you're crushing? What's your favorite comfort food? Spicy or mild? What's your taste? What's the best dish you've cooked? Dessert or appetizer? Pick one! What's your go-to restaurant? Dream destination: Where you headed? Solo travel or group trip? What's the best place you've visited? Road trip or plane? How you roll? What's your must-have travel item? What's inspiring your art right now? What's your go-to creative outlet? What's the last thing you created? Artist's block? How do you beat it? What's your dream creative project? Use Notes to share updates about events, launches, or milestones. Live event tomorrow! Join us! New post dropping soon! Stay tuned! Big announcement at 5 PM! Ready? Join my Q&A tonight! Ask away! New collab alert! Check it out! Event this weekend! Who's coming? Just hit a milestone! Thank you! Live sale at 7 PM! Don't miss it! New video out now! Watch it! Special reveal tomorrow! Guess what? To make your Notes stand out and drive engagement, follow these expert tips: Keep It Concise: With a 60-character limit, clarity is key. Avoid filler words and get to the point. Match Your Brand Voice: Whether witty, inspirational, or professional, let your tone shine through. Time It Right: Post when your audience is most active (e.g., mornings or evenings) to maximize replies. Encourage Interaction: Use questions or calls-to-action to spark DMs and conversations. Experiment with Variety: Test different prompt types—fun, motivational, or promotional—to find what resonates. Stay Consistent: Post Notes regularly to stay visible, but prioritize quality over quantity. Track Responses: Monitor DMs to gauge which prompts work best and refine your strategy. These prompts are carefully crafted to be engaging, versatile, and effective for a variety of audiences. Here's why they succeed: Relatability : Prompts like favorite foods or life goals connect with universal experiences, making them easy to respond to. : Prompts like favorite foods or life goals connect with universal experiences, making them easy to respond to. Action-Oriented : CTAs and polls encourage immediate replies, boosting interaction rates. : CTAs and polls encourage immediate replies, boosting interaction rates. Timeliness : The 24-hour lifespan of Notes creates urgency, prompting followers to engage quickly. : The 24-hour lifespan of Notes creates urgency, prompting followers to engage quickly. Flexibility : Whether you're a brand, influencer, or casual user, these prompts can be tailored to your niche or goals. : Whether you're a brand, influencer, or casual user, these prompts can be tailored to your niche or goals. Engagement-Driven: Questions and interactive prompts naturally invite responses, fostering community and connection. To illustrate the power of Notes, consider these hypothetical examples: Fitness Influencer : A fitness coach posts, 'Cardio or weights? Pick your poison!' and receives dozens of DMs, leading to conversations about workout routines and new client sign-ups. : A fitness coach posts, 'Cardio or weights? Pick your poison!' and receives dozens of DMs, leading to conversations about workout routines and new client sign-ups. Small Business : A boutique posts, 'Flash sale! 20% off today only!' and sees a spike in website traffic and sales within hours. : A boutique posts, 'Flash sale! 20% off today only!' and sees a spike in website traffic and sales within hours. Casual User: A travel enthusiast posts, 'Dream destination: Where you headed?' and sparks a thread of replies, growing their follower base through shared interests. These examples show how Notes can drive real results, from increased engagement to tangible business outcomes. While Instagram Notes are easy to use, a few pitfalls can reduce their effectiveness: Being Too Vague : Generic prompts like 'How's your day?' may not inspire replies. Be specific or provocative to spark interest. : Generic prompts like 'How's your day?' may not inspire replies. Be specific or provocative to spark interest. Overposting : Posting too many Notes in a short period can overwhelm followers and reduce engagement. : Posting too many Notes in a short period can overwhelm followers and reduce engagement. Ignoring Responses : Failing to reply to DMs can make followers feel ignored, so engage with their answers when possible. : Failing to reply to DMs can make followers feel ignored, so engage with their answers when possible. Missing Your Audience: Prompts that don't align with your followers' interests may fall flat. Know your audience and tailor accordingly. Instagram Notes are a powerful, underutilized feature that can help you connect with your audience in a meaningful, authentic way. Their simplicity and visibility make them ideal for sparking quick interactions, building community, and promoting your brand or personality. By using creative prompts like the ones shared here, you can drive engagement, foster conversations, and stay top-of-mind with your followers without the time investment of Stories or Reels. To get started, pick a few prompts from this list and post them at different times of the day to test what works best for your audience. Monitor your DMs to see which prompts resonate most, and don't be afraid to tweak them to match your unique voice. For even more ideas and in-depth strategies, visit Lt Marketing LTD and read the full guide, '250+ Creative Prompt Ideas for Instagram Notes to Boost Engagement.' You'll find additional prompts and tips to keep your Notes fresh and impactful. Ready to supercharge your Instagram strategy? Try out a few of these prompts today, and let us know in the comments how they work for you! What's your favorite Note idea from this list, and how do you plan to use it? TIME BUSINESS NEWS
Business Wire
5 hours ago
- Business
- Business Wire
Upsize and Pricing of $425 Million Senior Notes Offering
HARTFORD, Conn.--(BUSINESS WIRE)--The Nassau Companies of New York announced today the upsize and pricing of its previously announced private offering (the 'Offering') of its 7.875% senior notes due 2030 (the '2030 Notes'). The aggregate principal amount of the 2030 Notes offered in the Offering was increased from $400 million to $425 million, and the 2030 Notes were priced at 100.000% of their face amount to yield a 7.875% coupon. The Offering is expected to close on July 11, 2025, subject to satisfaction of customary closing conditions. The Nassau Companies of New York intends to use the net proceeds from the Offering for general corporate purposes and to repay in full all outstanding amounts under the existing term loan credit facility. The 2030 Notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'), and to certain non-U.S. persons in transactions outside the United States in compliance with Regulation S under the Securities Act. The offer and sale of the 2030 Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This release does not constitute an offer to sell or the solicitation of an offer to buy the 2030 Notes, nor will there be any sale of the 2030 Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful. About The Nassau Companies of New York The Nassau Companies of New York, a Delaware corporation, is a subsidiary of Nassau Financial Group ('Nassau'). Based in Hartford, Conn., Nassau is a growth-focused and digitally enabled financial services company with an integrated platform spanning insurance and asset management. Forward-Looking Statements This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 ('PSLRA') and the federal securities laws. All statements herein, other statements of historical fact, are forward-looking and intended to be covered by the safe harbor for 'forward-looking statements' provided by the PSLRA. Without limiting the foregoing, statements including the words 'will,' 'expects,' 'believes,' 'anticipates,' 'includes,' 'plans,' 'assumes,' 'estimates,' 'projects,' 'intends,' 'should,' 'would,' 'could,' 'may,' 'might,' 'potential,' 'target' and similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in the forward-looking statements, including, among others: the results of operations of Nassau Insurance Company, Nassau Life and Annuity Company and Nassau Life Insurance Company of Kansas (the 'Insurance Subsidiaries') are materially affected by economic and political conditions in the U.S. and elsewhere; we are exposed to significant financial and capital risk, including changing interest rates and credit spreads, which may have an adverse effect on our investment portfolio, profitability and financial condition; our businesses remain subject to an uncertain economic, social and political environment; we may have difficulty selling certain holdings in our investment portfolio in a timely manner and realizing full value given their illiquid nature; we could be forced to sell investments at a loss to cover policyholder withdrawals; our investments linked to real estate are subject to credit, market and servicing risk, which could diminish the value of such investments; our investment portfolio may include investments in securities of issuers based outside the U.S., including emerging markets, which may be riskier than securities of U.S. issuers; our valuation of investments may reflect methodologies, estimates and assumptions which are subject to differing interpretations and could result in changes to investment valuations, which may adversely affect our results of operations and financial condition; the determination of the amount of allowances and impairments taken on our investments and our assumptions regarding the fair value and performance of our investments are highly subjective and could materially affect our business, financial condition and results of operations; actual or perceived changes in the global capital markets, general economic and political conditions and policies and interest rates may materially adversely affect our ability to meet liquidity needs, our access to capital, cost of capital, business and results of operations; high inflation levels could have adverse consequences for us, the insurance industry and the U.S. economy generally; we have significant liabilities for policyholders' benefits which are subject to insurance risk; we are a party to numerous transactions with related parties, which a prospective investor should consider; the interests of our controlling owners may be different from or even adverse to those of the holders of the 2030 Notes ('Noteholders'), and they have no duty to act in the best interests of Noteholders; the indenture governing the 2030 Notes (the 'Indenture') does not limit their control over us; our results of operations and financial condition depend on the accuracy of a broad range of assumptions and estimates made by our management; guaranteed benefits within our Insurance Subsidiaries' products may have an adverse effect on our earnings; if our risk management policies and procedures, which include the use of derivatives and reinsurance, are not adequate to protect us, we may be exposed to unidentified, unanticipated or inadequately managed risks; our insurance and reinsurance products depend on assumptions related to mortality, morbidity, lapsation, investment returns and expenses, and significant deviations in experience could negatively affect their financial condition and results of operations; our reinsurance program involves risks because we remain liable with respect to the liabilities ceded to reinsurers if the reinsurers fail to meet the obligations assumed by them; there is no guarantee that we will be able to obtain reinsurance on favorable terms and at favorable rates in the future; our failure to comply with the terms of our current or future credit facilities or agreements, the indenture for NCNY's $300 million aggregate principal amount of 7.45% senior unsecured notes due 2032, the indenture for NNY's $175 million aggregate principal amount of 7.15% surplus notes due 2034 or the Indenture, or our undergoing a change of control could trigger prepayment obligations or other remedies in favor of the holders of our indebtedness or preferred equity, which could materially adversely affect our business, results of operations and financial condition; our repurchase agreements and reverse repurchase agreements subject us to potential liquidity and other risks; our dependence on our membership in the Federal Home Loan Bank of Boston subjects us to potential liquidity and other risks; our Insurance Subsidiaries may require additional capital to support their business and sustained future growth, which may not be available when needed or may be available only on unfavorable terms, and to comply with regulatory developments that may affect capital requirements; new accounting rules or changes to existing accounting rules could negatively impact our Insurance Subsidiaries' businesses; we may experience volatility in generally accepted accounting principles net income primarily because of the application of fair value accounting to our derivative instruments; we estimate gross profits in the course of our business, and if our estimates change significantly, we may be required to expense our deferred policy acquisition costs and value of business acquired in an accelerated manner, which would reduce our profitability; any failure to protect the confidentiality of client information, including as a result of human error or failure in our cybersecurity, could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations and other aspects of our business; if we do not manage our growth effectively, our financial performance could be adversely affected; our historical growth rates may not be indicative of our future growth; the loss of key employees could adversely affect our operations; we depend on the performance of our third-party service providers, and their failure to perform in a satisfactory manner could adversely affect our business; we face competition from companies that have greater financial resources, broader arrays of products, higher ratings and stronger financial performance, which may impair our ability to retain existing customers, attract new customers, maintain or expand our distribution sources and maintain our profitability and financial condition; our ability to consummate acquisitions and block reinsurance transactions on economically advantageous terms acceptable to us in the future is unknown; the Insurance Subsidiaries may not be able to invest in the types of portfolio investments we have contemplated and, therefore, may be unable to generate the returns we currently expect; artificial intelligence could increase competitive, operational, legal and regulatory risk to our business in ways that we cannot predict; if we are unable to attract and retain national marketing organizations, sales of our products may be reduced; our products and services are sold through intermediaries, and the misrepresentation of our products or services or a failure to properly perform services or the misrepresentation of our products or services could have an adverse effect on our revenues and income and could expose us to liability or litigation; controls and business continuity plans surrounding our information technology could fail or security could be compromised, which could damage our business and adversely affect our financial condition and results of operations; employee and agent error and misconduct may be difficult to detect and prevent and may result in significant losses; the Insurance Subsidiaries' business operations depend on their abilities to appropriately distribute, execute and administer their policies and claims; the Insurance Subsidiaries must find ways to maintain effective control over growing expenses; a pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, and its variants, could adversely affect our business, investments and financial condition; catastrophic event risks such as terrorist attacks, floods, severe storms or hurricanes or computer cyber-terrorism could have a material adverse effect on our business; a downgrade or potential downgrade in our Insurance Subsidiaries' credit or financial strength ratings could harm our competitive position; financial services companies are frequently the targets of litigation, including class action litigation, which could result in substantial defense costs, settlements and judgments; changes in state and federal regulation, including new capital requirements, may affect our financial condition, liquidity and results of operations and other aspects of our business in ways that we cannot predict; PHL Variable Insurance Company, one of our former subsidiaries, is involved in an ongoing rehabilitation, which could adversely affect our reputation, business, financial condition and results of operations; we face a risk of noncompliance with and enforcement action under anti-money laundering statutes and regulations; state treasury and insurance department initiatives with respect to unclaimed property may result in liabilities for our Insurance Subsidiaries if we or our reinsurers are not compliant; our business may be adversely affected by adverse publicity or increased governmental and regulatory actions with respect to us, other companies or the financial services industry in general; the financial services industry faces great uncertainty from a regulatory perspective; risks from various National Association of Insurance Commissioners initiatives could impact profitability and capital; the Insurance Subsidiaries may face increased scrutiny from their local regulators; the Insurance Subsidiaries may face regulatory constraints on the amount, if any, of dividends permitted to be paid to Nassau; the impact of potential legislation limiting cessions by onshore insurers to offshore affiliated reinsurers or the imposition of greater tax burdens on such cessions; regulatory constraints on intercompany transactions; possible regulatory approval constraints on the development of new products; changes in federal income taxation laws, including reduction in individual income tax rates or modification to BEAT, may adversely affect sales of our Insurance Subsidiaries' products and profitability; our ability to use our net operating losses to offset future taxable income may be subject to certain limitations; our substantial level of indebtedness could adversely affect our financial condition and prevent us from making payments on the 2030 Notes and our other debt obligations; if we do not generate sufficient cash flows, we may be unable to service all of our indebtedness; we are a holding company and depend on our subsidiaries to generate sufficient cash flow to meet our debt service obligations, including payments on the 2030 Notes; the 2030 Notes will be unsecured and will be effectively subordinated to any secured indebtedness we incur; claims of holders of the 2030 Notes will be structurally subordinated to claims of creditors of certain of our subsidiaries that will not guarantee the 2030 Notes; the guarantees by Nassau, Nassau Insurance Group Holdings, L.P., The Nassau Companies, Nassau Asset Management LLC, and NRH, L.P., jointly and severally, on a senior unsecured basis pursuant to the Indenture (the 'Note Guarantees') may not be enforceable (or could be voidable) because of fraudulent transfer or conveyance laws and, as a result, you may be required to return payments received by you in respect of the Note Guarantees; our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly; we may not be able to satisfy our obligations to holders of the 2030 Notes upon a change of control; the 2030 Notes do not restrict our ability to incur additional debt or prohibit us from taking other action that could negatively impact holders of the 2030 Notes; if the 2030 Notes become rated investment grade by each of S&P Global Ratings and Moody's Investors Service, Inc., certain covenants will not be applicable and the Note Guarantees may be released; the Indenture will contain cross-default or cross-acceleration provisions that may cause all of the 2030 Notes to become immediately due and payable because of a default under an unrelated debt instrument; the Indenture and the terms of our other indebtedness will impose significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities and may impede our ability to refinance our indebtedness; we may designate certain of our subsidiaries as unrestricted, in which case they would not be subject to the restrictive covenants in the Indenture; there is no public market for the 2030 Notes, and you cannot be sure that an active trading market will develop for them; The Nassau Companies of New York may redeem the 2030 Notes prior to the maturity date, and you may not be able to reinvest in a comparable security; the credit ratings assigned to The Nassau Companies of New York, Nassau and to the 2030 Notes may not reflect all risks of an investment in the 2030 Notes, and an adverse rating of the 2030 Notes may cause their trading price to decline; an increase in market interest rates could result in a decrease in the value of the 2030 Notes; we are not providing all of the information that would be required if this Offering were being registered with the Securities and Exchange Commission; we may be unable to repay or repurchase the 2030 Notes at maturity; and our shareholders' interests may conflict with yours as a Noteholder. The foregoing summary of important factors is not exhaustive. The forward-looking statements should be considered in light of these risks and uncertainties. All forward-looking statements in this release are based solely on information available to us on the date of this release. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of changed circumstances, new information, future events or otherwise, except as may be required by law. Please refer to the 'Risk Factors' section of the Offering Circular for a discussion of important factors that should be considered before investing in the 2030 Notes.
Business Wire
5 hours ago
- Business
- Business Wire
The Nassau Companies of New York Announces Upsize and Pricing of $425 Million Senior Notes Offering
HARTFORD, Conn.--(BUSINESS WIRE)--The Nassau Companies of New York announced today the upsize and pricing of its previously announced private offering (the 'Offering') of its 7.875% senior notes due 2030 (the '2030 Notes'). The aggregate principal amount of the 2030 Notes offered in the Offering was increased from $400 million to $425 million, and the 2030 Notes were priced at 100.000% of their face amount to yield a 7.875% coupon. The Offering is expected to close on July 11, 2025, subject to satisfaction of customary closing conditions. The Nassau Companies of New York intends to use the net proceeds from the Offering for general corporate purposes and to repay in full all outstanding amounts under the existing term loan credit facility. The 2030 Notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'), and to certain non-U.S. persons in transactions outside the United States in compliance with Regulation S under the Securities Act. The offer and sale of the 2030 Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This release does not constitute an offer to sell or the solicitation of an offer to buy the 2030 Notes, nor will there be any sale of the 2030 Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful. About The Nassau Companies of New York The Nassau Companies of New York, a Delaware corporation, is a subsidiary of Nassau Financial Group ('Nassau'). Based in Hartford, Conn., Nassau is a growth-focused and digitally enabled financial services company with an integrated platform spanning insurance and asset management. Forward-Looking Statements This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 ('PSLRA') and the federal securities laws. All statements herein, other statements of historical fact, are forward-looking and intended to be covered by the safe harbor for 'forward-looking statements' provided by the PSLRA. Without limiting the foregoing, statements including the words 'will,' 'expects,' 'believes,' 'anticipates,' 'includes,' 'plans,' 'assumes,' 'estimates,' 'projects,' 'intends,' 'should,' 'would,' 'could,' 'may,' 'might,' 'potential,' 'target' and similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in the forward-looking statements, including, among others: the results of operations of Nassau Insurance Company, Nassau Life and Annuity Company and Nassau Life Insurance Company of Kansas (the 'Insurance Subsidiaries') are materially affected by economic and political conditions in the U.S. and elsewhere; we are exposed to significant financial and capital risk, including changing interest rates and credit spreads, which may have an adverse effect on our investment portfolio, profitability and financial condition; our businesses remain subject to an uncertain economic, social and political environment; we may have difficulty selling certain holdings in our investment portfolio in a timely manner and realizing full value given their illiquid nature; we could be forced to sell investments at a loss to cover policyholder withdrawals; our investments linked to real estate are subject to credit, market and servicing risk, which could diminish the value of such investments; our investment portfolio may include investments in securities of issuers based outside the U.S., including emerging markets, which may be riskier than securities of U.S. issuers; our valuation of investments may reflect methodologies, estimates and assumptions which are subject to differing interpretations and could result in changes to investment valuations, which may adversely affect our results of operations and financial condition; the determination of the amount of allowances and impairments taken on our investments and our assumptions regarding the fair value and performance of our investments are highly subjective and could materially affect our business, financial condition and results of operations; actual or perceived changes in the global capital markets, general economic and political conditions and policies and interest rates may materially adversely affect our ability to meet liquidity needs, our access to capital, cost of capital, business and results of operations; high inflation levels could have adverse consequences for us, the insurance industry and the U.S. economy generally; we have significant liabilities for policyholders' benefits which are subject to insurance risk; we are a party to numerous transactions with related parties, which a prospective investor should consider; the interests of our controlling owners may be different from or even adverse to those of the holders of the 2030 Notes ('Noteholders'), and they have no duty to act in the best interests of Noteholders; the indenture governing the 2030 Notes (the 'Indenture') does not limit their control over us; our results of operations and financial condition depend on the accuracy of a broad range of assumptions and estimates made by our management; guaranteed benefits within our Insurance Subsidiaries' products may have an adverse effect on our earnings; if our risk management policies and procedures, which include the use of derivatives and reinsurance, are not adequate to protect us, we may be exposed to unidentified, unanticipated or inadequately managed risks; our insurance and reinsurance products depend on assumptions related to mortality, morbidity, lapsation, investment returns and expenses, and significant deviations in experience could negatively affect their financial condition and results of operations; our reinsurance program involves risks because we remain liable with respect to the liabilities ceded to reinsurers if the reinsurers fail to meet the obligations assumed by them; there is no guarantee that we will be able to obtain reinsurance on favorable terms and at favorable rates in the future; our failure to comply with the terms of our current or future credit facilities or agreements, the indenture for NCNY's $300 million aggregate principal amount of 7.45% senior unsecured notes due 2032, the indenture for NNY's $175 million aggregate principal amount of 7.15% surplus notes due 2034 or the Indenture, or our undergoing a change of control could trigger prepayment obligations or other remedies in favor of the holders of our indebtedness or preferred equity, which could materially adversely affect our business, results of operations and financial condition; our repurchase agreements and reverse repurchase agreements subject us to potential liquidity and other risks; our dependence on our membership in the Federal Home Loan Bank of Boston subjects us to potential liquidity and other risks; our Insurance Subsidiaries may require additional capital to support their business and sustained future growth, which may not be available when needed or may be available only on unfavorable terms, and to comply with regulatory developments that may affect capital requirements; new accounting rules or changes to existing accounting rules could negatively impact our Insurance Subsidiaries' businesses; we may experience volatility in generally accepted accounting principles net income primarily because of the application of fair value accounting to our derivative instruments; we estimate gross profits in the course of our business, and if our estimates change significantly, we may be required to expense our deferred policy acquisition costs and value of business acquired in an accelerated manner, which would reduce our profitability; any failure to protect the confidentiality of client information, including as a result of human error or failure in our cybersecurity, could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations and other aspects of our business; if we do not manage our growth effectively, our financial performance could be adversely affected; our historical growth rates may not be indicative of our future growth; the loss of key employees could adversely affect our operations; we depend on the performance of our third-party service providers, and their failure to perform in a satisfactory manner could adversely affect our business; we face competition from companies that have greater financial resources, broader arrays of products, higher ratings and stronger financial performance, which may impair our ability to retain existing customers, attract new customers, maintain or expand our distribution sources and maintain our profitability and financial condition; our ability to consummate acquisitions and block reinsurance transactions on economically advantageous terms acceptable to us in the future is unknown; the Insurance Subsidiaries may not be able to invest in the types of portfolio investments we have contemplated and, therefore, may be unable to generate the returns we currently expect; artificial intelligence could increase competitive, operational, legal and regulatory risk to our business in ways that we cannot predict; if we are unable to attract and retain national marketing organizations, sales of our products may be reduced; our products and services are sold through intermediaries, and the misrepresentation of our products or services or a failure to properly perform services or the misrepresentation of our products or services could have an adverse effect on our revenues and income and could expose us to liability or litigation; controls and business continuity plans surrounding our information technology could fail or security could be compromised, which could damage our business and adversely affect our financial condition and results of operations; employee and agent error and misconduct may be difficult to detect and prevent and may result in significant losses; the Insurance Subsidiaries' business operations depend on their abilities to appropriately distribute, execute and administer their policies and claims; the Insurance Subsidiaries must find ways to maintain effective control over growing expenses; a pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, and its variants, could adversely affect our business, investments and financial condition; catastrophic event risks such as terrorist attacks, floods, severe storms or hurricanes or computer cyber-terrorism could have a material adverse effect on our business; a downgrade or potential downgrade in our Insurance Subsidiaries' credit or financial strength ratings could harm our competitive position; financial services companies are frequently the targets of litigation, including class action litigation, which could result in substantial defense costs, settlements and judgments; changes in state and federal regulation, including new capital requirements, may affect our financial condition, liquidity and results of operations and other aspects of our business in ways that we cannot predict; PHL Variable Insurance Company, one of our former subsidiaries, is involved in an ongoing rehabilitation, which could adversely affect our reputation, business, financial condition and results of operations; we face a risk of noncompliance with and enforcement action under anti-money laundering statutes and regulations; state treasury and insurance department initiatives with respect to unclaimed property may result in liabilities for our Insurance Subsidiaries if we or our reinsurers are not compliant; our business may be adversely affected by adverse publicity or increased governmental and regulatory actions with respect to us, other companies or the financial services industry in general; the financial services industry faces great uncertainty from a regulatory perspective; risks from various National Association of Insurance Commissioners initiatives could impact profitability and capital; the Insurance Subsidiaries may face increased scrutiny from their local regulators; the Insurance Subsidiaries may face regulatory constraints on the amount, if any, of dividends permitted to be paid to Nassau; the impact of potential legislation limiting cessions by onshore insurers to offshore affiliated reinsurers or the imposition of greater tax burdens on such cessions; regulatory constraints on intercompany transactions; possible regulatory approval constraints on the development of new products; changes in federal income taxation laws, including reduction in individual income tax rates or modification to BEAT, may adversely affect sales of our Insurance Subsidiaries' products and profitability; our ability to use our net operating losses to offset future taxable income may be subject to certain limitations; our substantial level of indebtedness could adversely affect our financial condition and prevent us from making payments on the 2030 Notes and our other debt obligations; if we do not generate sufficient cash flows, we may be unable to service all of our indebtedness; we are a holding company and depend on our subsidiaries to generate sufficient cash flow to meet our debt service obligations, including payments on the 2030 Notes; the 2030 Notes will be unsecured and will be effectively subordinated to any secured indebtedness we incur; claims of holders of the 2030 Notes will be structurally subordinated to claims of creditors of certain of our subsidiaries that will not guarantee the 2030 Notes; the guarantees by Nassau, Nassau Insurance Group Holdings, L.P., The Nassau Companies, Nassau Asset Management LLC, and NRH, L.P., jointly and severally, on a senior unsecured basis pursuant to the Indenture (the 'Note Guarantees') may not be enforceable (or could be voidable) because of fraudulent transfer or conveyance laws and, as a result, you may be required to return payments received by you in respect of the Note Guarantees; our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly; we may not be able to satisfy our obligations to holders of the 2030 Notes upon a change of control; the 2030 Notes do not restrict our ability to incur additional debt or prohibit us from taking other action that could negatively impact holders of the 2030 Notes; if the 2030 Notes become rated investment grade by each of S&P Global Ratings and Moody's Investors Service, Inc., certain covenants will not be applicable and the Note Guarantees may be released; the Indenture will contain cross-default or cross-acceleration provisions that may cause all of the 2030 Notes to become immediately due and payable because of a default under an unrelated debt instrument; the Indenture and the terms of our other indebtedness will impose significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities and may impede our ability to refinance our indebtedness; we may designate certain of our subsidiaries as unrestricted, in which case they would not be subject to the restrictive covenants in the Indenture; there is no public market for the 2030 Notes, and you cannot be sure that an active trading market will develop for them; The Nassau Companies of New York may redeem the 2030 Notes prior to the maturity date, and you may not be able to reinvest in a comparable security; the credit ratings assigned to The Nassau Companies of New York, Nassau and to the 2030 Notes may not reflect all risks of an investment in the 2030 Notes, and an adverse rating of the 2030 Notes may cause their trading price to decline; an increase in market interest rates could result in a decrease in the value of the 2030 Notes; we are not providing all of the information that would be required if this Offering were being registered with the Securities and Exchange Commission; we may be unable to repay or repurchase the 2030 Notes at maturity; and our shareholders' interests may conflict with yours as a Noteholder. The foregoing summary of important factors is not exhaustive. The forward-looking statements should be considered in light of these risks and uncertainties. All forward-looking statements in this release are based solely on information available to us on the date of this release. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of changed circumstances, new information, future events or otherwise, except as may be required by law. Please refer to the 'Risk Factors' section of the Offering Circular for a discussion of important factors that should be considered before investing in the 2030 Notes.
Cision Canada
a day ago
- Business
- Cision Canada
APPLIED GRAPHITE ANNOUNCES $1,000,000 CONVERTIBLE NOTE OFFERING
VANCOUVER, BC, July 7, 2025 /CNW/ - Applied Graphite Technologies Corporation (" AGT"), (TSXV: AGT) announces that it will undertake a non-brokered private placement offering (the " Offering") of up to 20,000,000 convertible notes, (the "Convertible Notes") convertible into up to 20,000,000 common shares (" Common Shares") at a price of Cdn$0.05 per share for gross proceeds of up to Cdn$1,000,000. Pursuant to the Offering, the Convertible Notes will bear interest at the rate of 10%, compounded annually and accrued quarterly, and payable only in Common Shares of AGT on conversion. The Convertible Notes will mature two years from the date of issuance, subject to the sole election of AGT converting the Convertible Notes into Common Shares earlier at any time with 15 days' written notice to the holders of Convertible Notes. Existing insiders of AGT intend to purchase a portion of the Offering. Participation by insiders of AGT in the Offering constitutes a related-party transaction as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101"). The issuance of securities is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 on the basis that the fair market value of the insiders' participation in the Offering, as determined in accordance with MI 61-101, shall not exceed 25% of the Company's market capitalization. The Offering is scheduled to close on or about July 11, 2025 and is subject to the Company receiving all necessary regulatory approvals, including the approval of the TSX Venture Exchange to list the Common Shares issuable upon conversion of the Convertible Notes and accrued interest payable in Common Shares thereon. Finder's fees of 6% in cash may be payable on a portion of the Offering. All securities to be issued pursuant to the Offering will be subject to a four-month hold period under applicable securities laws in Canada. The net proceeds of the Offering will be used by AGT for general working capital purposes. This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws. About Applied Graphite Technologies Applied Graphite Technologies is developing the Queens Mine Complex in Sri Lanka. The QMC is on private land in the heart of the vein graphite district, with historical workings and vein graphite outcrops. Vein graphite is naturally high grade (+95% carbon content in the ground) and does not require primary processing. Testing of vein graphite in lithium-ion battery anodes has shown very high capacities, performing better than synthetic graphite. Natural vein graphite has a far superior ESG footprint than synthetic and is cheaper without compromising performance. The technical information in this news release has been prepared by Don Baxter, a "qualified person" as defined in National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"). Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release contains forward-looking information as such term is defined in applicable securities laws, which relate to future events or future performance and reflect management's current expectations and assumptions. The forward-looking information includes statements about Applied Graphite Technologies (AGT)'s plans and the completion of the Offering and the amount to be raised by AGT. Such forward-looking statements reflect management's current beliefs and are based on assumptions made by and information currently available to AGT, including the assumption that approvals will be obtained. Investors are cautioned that these forward-looking statements are neither promises nor guarantees and are subject to risks and uncertainties that may cause future results to differ materially from those expected. Risk factors that could cause actual results to differ materially from the results expressed or implied by the forward-looking information include, among other things, the receipt of TSXV approval of the Offering. AGT cautions the reader that the above list of risk factors is not exhaustive. Except as required under applicable securities legislation, AGT undertakes no obligation to publicly update or revise forward-looking information.
Business Wire
a day ago
- Business
- Business Wire
Bunge Limited Finance Corp. Announces Expiration and Final Results of Exchange Offers
ST. LOUIS--(BUSINESS WIRE)--Bunge Global SA (NYSE: BG) ('Bunge'), today announced the expiration and final results of the previously announced (A) offers to exchange (each an 'Exchange Offer' and, collectively the 'Exchange Offers') by its wholly-owned subsidiary, Bunge Limited Finance Corp. ('BLFC'), of any and all outstanding 2.000% Notes due 2026 (the 'Existing Viterra 2026 Notes'), 4.900% Notes due 2027 (the 'Existing Viterra 2027 Notes'), 3.200% Notes due 2031 (the 'Existing Viterra 2031 Notes') and 5.250% Notes due 2032 (the 'Existing Viterra 2032 Notes', and together with the Existing Viterra 2026 Notes, the Existing Viterra 2027 Notes, and the Existing Viterra 2031 Notes, collectively, the 'Existing Viterra Notes'), each series as issued by Viterra Finance B.V. ('VFBV') and guaranteed by Viterra Limited ('Viterra') and Viterra B.V., for (1) up to $1.95 billion aggregate principal amount of new notes to be issued by BLFC and guaranteed by Bunge (the 'New Bunge Notes'), and (2) cash; and (B) related solicitations of consents by BLFC, on behalf of VFBV (each a 'Consent Solicitation' and, collectively, the 'Consent Solicitations') from Eligible Holders (as defined below) of the (1) Existing Viterra 2026 Notes and the Existing Viterra 2031 Notes to amend the VFBV base indenture dated April 21, 2021, governing the Existing Viterra 2026 Notes and the Existing Viterra 2031 Notes (the 'Existing Viterra 2026 and 2031 Notes Indenture'); and (2) Existing Viterra 2027 Notes and the Existing Viterra 2032 Notes to amend the VFBV base indenture dated April 21, 2022, governing the Existing Viterra 2027 Notes and the Existing Viterra 2032 Notes (the 'Existing Viterra 2027 and 2032 Notes Indenture', and with the Existing Viterra 2026 and 2031 Notes Indenture, each an 'Existing Viterra Indenture' and collectively, the 'Existing Viterra Indentures'). On the early tender date and consent revocation deadline of September 20, 2024, BLFC received consents sufficient to amend the respective Existing Viterra Indentures to, among other things, eliminate certain of the covenants, restrictive provisions and events of default and modify or amend certain other provisions, including unconditionally releasing and discharging the guarantees by each of Viterra and Viterra B.V. (with respect to the corresponding Existing Viterra Indenture for that series and, together, as the context requires, the 'Proposed Amendments'). Supplemental indentures to the Existing Viterra Indentures were executed on September 23, 2024 in order to effect the Proposed Amendments (each an 'Existing Viterra Supplemental Indenture' and collectively, the 'Existing Viterra Supplemental Indentures'). The Existing Viterra Supplemental Indentures will become operative only upon the settlement date for the Exchange Offers and the Consent Solicitations. The Exchange Offers expired at 5:00 p.m., New York City time, on July 3, 2025 (the 'Expiration Date'), and no tenders submitted after the Expiration Date are valid. Each Exchange Offer and Consent Solicitation was made subject to the satisfaction of certain conditions, including among other things, the consummation of Bunge's acquisition (the 'Business Combination') of Viterra. On July 2, 2025, Bunge completed the Business Combination and all other conditions set forth in the offering memorandum and consent solicitation statement dated September 9, 2024 (the 'Statement') were satisfied. The settlement of the Exchange Offers and Consent Solicitations are expected to occur on July 8, 2025. As of 5:00 p.m., New York City time, on the Expiration Date, the principal amounts of Existing Viterra Notes set forth in the table below had been validly tendered and not validly withdrawn (and consents thereby validly delivered and not validly revoked). BLFC made the Exchange Offers and Consent Solicitations pursuant to the terms and subject to the conditions set forth in the Statement. The Statement and other documents relating to the Exchange Offers and Consent Solicitations were distributed to holders of Existing Viterra Notes who completed and returned a letter of eligibility certifying that they were (i) 'qualified institutional buyers' within the meaning of Rule 144A under the Securities Act of 1933, as amended ('Securities Act') or (ii) not 'U.S. persons' and were outside of the United States within the meaning of Regulation S under the Securities Act and who were 'non-U.S. qualified offerees' (as defined in the Statement) and who were not located in Canada were authorized to receive and review the Statement (such persons, 'Eligible Holders'). BLFC has engaged BofA Securities, Inc. and J.P. Morgan Securities LLC as Lead Dealer Managers and Solicitation Agents, and SMBC Nikko Securities America, Inc. as Co-Dealer Manager and Solicitation Agent for the Exchange Offers and Consent Solicitations. Please direct questions regarding the Exchange Offers and Consent Solicitations to BofA Securities, Inc. at (888) 292-0070 (toll-free) or (980) 387-3907 (collect for banks and brokers) or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3554 (collect for banks and brokers). The New Bunge Notes have not been registered under the Securities Act or any state or foreign securities laws, and they may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities laws. About Bunge At Bunge (NYSE: BG), our purpose is to connect farmers to consumers to deliver essential food, feed and fuel to the world. As a premier agribusiness solutions provider, our team of ~37,000 dedicated employees partner with farmers across the globe to move agricultural commodities from where they're grown to where they're needed—in faster, smarter, and more efficient ways. We are a world leader in grain origination, storage, distribution, oilseed processing and refining, offering a broad portfolio of plant-based oils, fats, and proteins. We work alongside our customers at both ends of the value chain to deliver quality products and develop tailored, innovative solutions that address evolving consumer needs. With 200+ years of experience and presence in over 50 countries, we are committed to strengthening global food security, advancing sustainability, and helping communities prosper where we operate. Bunge has its registered office in Geneva, Switzerland and its corporate headquarters in St. Louis, Missouri. Learn more at Cautionary Statement Concerning Forward Looking Statements The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward looking statements to encourage companies to provide prospective information to investors. This press release includes forward looking statements that reflect our current expectations and projections about our future results, performance, prospects and opportunities. Forward looking statements include all statements that are not historical in nature. We have tried to identify these forward looking statements by using words including "may," "will," "should," "could," "expect," "anticipate," "believe," "plan," "intend," "estimate," "continue" and similar expressions. These forward-looking statements, which include those related to BLFC's ability to consummate the Exchange Offers and the Consent Solicitations, Bunge's ability to generate sufficient cash flows to service debt and other obligations and ability to access capital, including debt or equity, and Bunge's ability to achieve the benefits contemplated by the Exchange Offers and the Consent Solicitations, are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements, which are described in our Securities and Exchange Commission filings, including those set forth in 'Item 1A. Risk Factors' in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025, and 'Part II – Item 1A. Risk Factors' in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 7, 2025. The forward looking statements included in this release are made only as of the date of this release, and except as otherwise required by federal securities law, we do not have any obligation to publicly update or revise any forward looking statements to reflect subsequent events or circumstances. No Offer or Solicitation This communication is not intended to and does not constitute an offer to purchase, or the solicitation of an offer to sell, or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In the case of the Exchange Offers and Consent Solicitations, the Exchange Offers and Consent Solicitations are being made solely pursuant to the Statement and only to such persons and in such jurisdictions as is permitted under applicable law.
