Latest news with #ConsentSolicitation
Cision Canada
8 hours ago
- Business
- Cision Canada
Parkland Corporation Announces Execution of Supplemental Indentures for Senior Notes in Connection with the Consent Solicitations
CALGARY, AB, June 20, 2025 /CNW/ - Parkland Corporation (TSX: PKI) ("Parkland") today announced that in connection with the successful completion of its previously announced consent solicitations, Parkland, the applicable Guarantors and the applicable trustees have executed supplemental indentures (the "Supplemental Indentures") to amend the indentures (the "Indentures") governing the notes listed below (the "Notes"). The consent solicitations were made in connection with Parkland's definitive agreement whereby Sunoco LP ("Sunoco") will acquire the issued and outstanding common shares of Parkland (the "Transaction"), which was previously announced on May 5, 2025. The Supplemental Indentures amended the Indentures by (collectively, the "COC Amendments"): (a) eliminating Parkland's potential obligation under such Indenture to make a "Change of Control Offer" (as defined in such Indenture) as a result of the Transaction; and (b) amending the defined term "Change of Control" in such Indenture to provide that Sunoco and its affiliates will be "Qualified Owners" of Parkland. The Supplemental Indentures became effective upon their execution and are binding on all Holders, as defined in that certain consent solicitation statement issued on May 27, 2025 (the "Consent Solicitation Statement"), including those who did not deliver a consent at or prior to the Expiration Date, as defined in the Consent Solicitation Statement. The COC Amendments will cease to become operative if the Transaction is not consummated or if the applicable consent fees are not paid to the applicable depositary or tabulation agent. This press release is for informational purposes only and does not amend the consent solicitations, which have expired and were made solely on the terms and subject to the conditions set forth in the consent solicitation statement. Further, this press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. Please refer to the earlier press releases dated May 27, 2025 and June 10, 2025, in connection with the consent solicitations for more information. Forward-Looking Statements Certain statements contained herein constitute forward-looking information and statements (collectively, "forward-looking statements"). When used in this news release, the words "believes", "expects", "expected", "will", "plan", "intends", "target", "would", "seek", "could", "projects", "projected", "anticipates", "estimates", "continues" and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things, the Transaction. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Transaction. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties. For more information, please see the risks and uncertainties described under the headings "Cautionary Statement Regarding Forward-Looking Information" and "Risk Factors" in Parkland's current Annual Information Form dated March 5, 2025, and under the headings "Forward-Looking Information" and "Risk Factors" included in the Q1 2025 Management's Discussion and Analysis dated May 5, 2025, each as filed on SEDAR+ and available on Parkland's website at The forward-looking statements contained herein are expressly qualified by this cautionary statement. About Parkland Corporation Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in 26 countries across the Americas. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers' needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.
Yahoo
10-06-2025
- Business
- Yahoo
HIDROVIAS INTERNATIONAL FINANCE S.À R.L. ANNOUNCES THE FINAL TENDER RESULTS FOR ITS OFFER FOR ANY AND ALL OF ITS OUTSTANDING 4.950% NOTES DUE 2031 AND RELATED CONSENT SOLICITATION
SíO PAULO, June 9, 2025 /PRNewswire/ -- Hidrovias International Finance S.à r.l. (the "Company" or "we"), a wholly-owned subsidiary of Hidrovias do Brasil S.A. ("Hidrovias"), announced today the expiration and final results of its previously announced cash tender offer (the "Tender Offer") to purchase any and all of its outstanding 4.950% Notes due 2031 (ISIN: US42953LAB80 / USL48008AB91 and CUSIP: 42953L AB8 / L48008 AB9) (the "Notes"). Capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Offer to Purchase and Consent Solicitation Statement, dated May 9, 2025 (the "Offer to Purchase"). The Tender Offer expired at 5:00 p.m., New York City time on June 9, 2025 (the "Expiration Time"). As of the Expiration Time, the Company had received valid tenders for an aggregate principal amount of U.S.$181,899,000 of the Notes, which represents 65.38% of the Notes that were outstanding at the commencement of the Tender Offer and related Consent Solicitation (excluding Notes held by the Company or its affiliates). Holders of the Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer, will receive the Total Consideration of U.S.$930.00 per $1,000 principal amount of the Notes, plus any accrued interest, on the Settlement Date (currently expected to be on June 17, 2025). Our obligation to purchase the Notes in the Tender Offer remains subject to the satisfaction or waiver of certain conditions, including the Financing Condition, as described in the Offer to Purchase. The Financing Transaction, consisting of the issuance by Hidrovias of real-denominated debentures offered in Brazil and underwritten on a firm commitment basis, is expected to settle in Brazil on or around June 12, 2025. However, no assurances can be given that the Financing Transaction will be completed. D.F. King & Co., Inc. acted as the Tender and Information Agent for the Tender Offer, whose contact details are +1 (212) 269-5550 or toll free +1 (800) 791-3320 or email at hbsa@ Itau BBA USA Securities, Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC acted as Dealer Managers and Solicitation Agents in connection with the Tender Offer and related Consent Solicitation. The contract details for the Dealer Managers and Solicitation Agents are as follows: Itau BBA USA Securities, Inc. at +1 (888) 770-4828 (toll free) or + 1 (212) 710-6749 (collect), to BofA Securities, Inc. at +1 (888) 292-0070 (toll free) or +1 (646) 855-8988 (collect), to J.P. Morgan Securities LLC at +1 (866) 846-2874 (toll free) or +1 (212) 834-7279 (collect) and to Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect). Neither the Offer to Purchase nor any related documents have 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. The Tender Offer and related Consent Solicitation was made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstance shall this press release constitute an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities or a solicitation of consents. The Tender Offer was not made to, and we will not accept tenders of Notes or delivery of consents 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. No recommendation was made by us, the Dealer Managers or the Solicitation Agents as to whether Holders should have tendered their Notes or delivered consents. Holders were required to carefully read the Offer to Purchase and the related materials, because they contain important information, including the various terms and conditions of the Tender Offer and related Consent Solicitation. Forward-Looking Statements Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Financing Transaction and the Tender Offer. These statements are based on certain assumptions made by the Company based on the experience of the management of Hidrovias and their perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company and Hidrovias, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Any forward-looking statement applies only as of the date on which such statement is made and neither the Company nor Hidrovias shall correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Hidrovias do Brasil RelationsAv. Brigadeiro Luís Antônio, 1343, 7th FloorBela Vista, 01317-001São Paulo, SP, Brazil Tel: +55 (11) 3905-6000E-mail: ri@ View original content: SOURCE Hidrovias International Finance 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
08-04-2025
- Business
- Yahoo
NGPL PipeCo LLC Announces Successful Receipt of Requisite Consents Related to Consent Solicitations with Respect to its 4.875% Senior Notes due 2027 and 3.250% Senior Notes due 2031
NEW YORK, April 8, 2025 /PRNewswire/ -- NGPL PipeCo LLC, a Delaware limited liability company (the "Company"), announced today that the requisite consents have been received from the holders ("Holders") of the Company's outstanding (i) 4.875% Senior Notes due 2027 (the "2027 Notes") and (ii) 3.250% Senior Notes due 2031 (the "2031 Notes" and, together with the 2027 Notes, the "Notes" and each a "Series of Notes") to certain amendments (the "Proposed Amendments") to the terms of (i) the Indenture, dated as of August 1, 2017, relating to the 2027 Notes (the "2027 Notes Indenture"), by and between the Company and U.S. Bank National Association ("U.S. Bank"), as trustee, as amended and supplemented to date, and (ii) the Indenture, dated as of May 14, 2021, relating to the 2031 Notes (the "2031 Notes Indenture" and, together with the 2027 Notes Indenture, the "Indentures" and, each, an "Indenture"), by and between the Company and U.S. Bank, as trustee, as amended and supplemented to date. The Consent Solicitations are subject to the terms and conditions set forth in the Consent Solicitation Statement dated March 31, 2025 (the "Consent Solicitation Statement"). As of 5:00 p.m., New York City time, on April 8, 2025, the consent date with respect to each Consent Solicitation, the Company has been advised by Global Bondholder Services Corporation, the information, tabulation and paying agent for each Consent Solicitation, that consents were validly delivered and not revoked in an amount exceeding the requisite consents threshold required under the Indentures for the Proposed Amendments. The Consent Solicitation with respect to each Series of Notes was conducted in connection with the previously announced transaction (the "Transaction") pursuant to which Brookfield Infrastructure US Holdings I, a Delaware corporation, agreed to sell entities that hold its entire 25.0% interest in NGPL Holdings LLC ("NGPL Holdings"), the Company's indirect parent company, to one or more funds controlled by ArcLight Capital Partners, LLC ("ArcLight"). Upon closing of the Transaction, ArcLight funds and Kinder Morgan, Inc. (NYSE: KMI) ("Kinder Morgan") will each hold equal entitlements to elect 50% of the members of the board of directors, and ArcLight funds will hold a 62.5% economic interest in NGPL Holdings. Kinder Morgan will continue to operate the Company's pipeline assets and holds a 37.5% economic interest in NGPL Holdings. The Transaction is expected to close in the second quarter of 2025, subject to customary closing conditions. As a result of receiving the requisite consents to the Proposed Amendments to the Indenture with respect to each Series of Notes, the Company and the Trustee will enter into a supplemental indenture with respect to each Series of Notes that sets forth the Proposed Amendments with respect to such Series of Notes. The Proposed Amendments with respect to each Series of Notes will amend the defined term "Change of Control" in each Indenture to provide that the Transaction will not constitute a Change of Control under such Indenture. Each supplemental indenture will become valid, binding and enforceable upon its execution, but the Proposed Amendments to the Indenture with respect to each Series of Notes will not become operative until the consent fee relating to such Series of Notes is paid. The obligation of ArcLight to pay the consent fee is conditioned upon the closing of the Transaction and the satisfaction or waiver of certain other conditions precedent set forth in the Consent Solicitation Statement. This announcement does not constitute an offer to sell any securities or the solicitation of an offer to purchase any securities. Each Consent Solicitation was made only pursuant to the Consent Solicitation Statement. The Consent Solicitations were not made to Holders of Notes 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. In any jurisdiction in which the securities laws or blue sky laws require any Consent Solicitation to be made by a licensed broker or dealer, such Consent Solicitation was deemed to be made on behalf of the Company by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Barclays Capital Inc. acted as the sole solicitation agent for the Consent Solicitations. Global Bondholder Services Corporation acted as the information, tabulation and paying agent for the Consent Solicitations. Questions or requests for assistance in relation to the Consent Solicitations, including payments of the consent fee, may be directed to Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect). About the Company NGPL PipeCo LLC (the "Company") is a Delaware limited liability company and issuer of each Series of Notes. Natural Gas Pipeline Company of America LLC, an indirectly wholly owned subsidiary of the Company ("OpCo"), is the largest transporter of natural gas into the high-demand Chicago-area market as well as one of the largest interstate pipeline systems in the country. It is also a major transporter of natural gas to large liquefied natural gas export facilities and other markets located on the Texas and Louisiana Gulf Coast. OpCo has approximately 9,100 miles of pipeline, more than 1 million compression horsepower and 288 billion cubic feet of working natural gas storage. OpCo provides its customers access to all major natural gas supply basins directly and through its numerous interconnects with intrastate and interstate pipeline systems. About ArcLight Capital Partners, LLC ArcLight is a leading infrastructure investor which has been investing in critical electrification infrastructure since its founding in 2001. ArcLight has owned, controlled or operated over ~65 GW of assets and 47,000 miles of electric and gas transmission and storage infrastructure representing $80 billion of enterprise value. ArcLight has a long and proven track record of value-added investing across its core investment sectors including power, hydro, solar, wind, battery storage, electric transmission and natural gas transmission and storage infrastructure to support the growing need for power, reliability, security, and sustainability. ArcLight's team employs an operationally intensive investment approach that benefits from its dedicated in-house strategic, technical, operational, and commercial specialists, as well as the firm's ~1,900-person asset management partner. For more information, please visit About Kinder Morgan, Inc. Kinder Morgan, Inc. (NYSE: KMI) is one of the largest energy infrastructure companies in North America. Access to reliable, affordable energy is a critical component for improving lives around the world. We are committed to providing energy transportation and storage services in a safe, efficient and environmentally responsible manner for the benefit of the people, communities and businesses we serve. We own an interest in or operate approximately 79,000 miles of pipelines, 139 terminals, 704 Bcf of working natural gas storage capacity and have renewable natural gas production capacity of approximately 6.1 Bcf per year with an additional 0.8 Bcf in development. Our pipelines transport natural gas, refined petroleum products, crude oil, condensate, CO2, renewable fuels and other products, and our terminals store and handle various commodities including gasoline, diesel fuel, jet fuel, chemicals, metals, petroleum coke, and ethanol and other renewable fuels and feedstocks. Learn more about our work advancing energy solutions on the lower carbon initiatives page at Forward-Looking Statements This news release includes forward-looking statements. Generally, the words "expects," "believes," anticipates," "plans," "will," "would," "shall," "estimates," and similar expressions identify forward-looking statements, which are generally not historical in nature. Forward-looking statements in this news release include express or implied statements concerning the Transaction, including the parties' ability to satisfy customary conditions to closing and the anticipated timing of closing. Forward-looking statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management, based on information currently available to them. Although the Company believes that these forward-looking statements are based on reasonable assumptions, it can give no assurance as to when or if any forward-looking statements will materialize. Important factors that could cause actual results to differ materially from those expressed in or implied by these forward-looking statements include the ability of the parties to satisfy customary conditions to closing of the transaction. Forward-looking statements speak only as of the date they were made, and except to the extent required by law, the Company undertakes no obligation to update any forward-looking statement because of new information, future events or other factors. Because of these risks and uncertainties, readers should not place undue reliance on forward-looking statements. View original content: SOURCE NGPL PipeCo LLC
Yahoo
13-03-2025
- Business
- Yahoo
SLB announces successful early tender results and amendment of Exchange Offer
SLB subsidiaries announce successful early tender results and amendment of Exchange Offer and Consent Solicitations HOUSTON, March 13, 2025--(BUSINESS WIRE)--Schlumberger Limited ("SLB") (NYSE: SLB) today announced the early tender results and the amendment of the previously announced offers by Schlumberger Holdings Corporation, an indirect wholly owned subsidiary of SLB ("SHC"), to exchange certain series of notes listed below (the "Existing SISA Notes"), issued by Schlumberger Investment S.A. ("SISA"), for up to $2,000,000,000 aggregate principal amount (such amount, as it may be amended, the "Maximum Exchange Amount") of new notes listed below (the "New SHC Notes"), to be issued by SHC, and to be fully and unconditionally guaranteed on a senior unsecured basis by SLB. The offers to exchange each series of Existing SISA Notes for the corresponding series of New SHC Notes are collectively referred to herein as the "Offers" and each such offer individually as an "Offer." The Offers are made upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum and Consent Solicitation Statement, dated February 27, 2025 (as may be amended or supplemented from time to time, the "Exchange Offer Memorandum"). Capitalized terms used but not defined in this press release have the meanings given to them in the Exchange Offer Memorandum. All documentation relating to the Offers, including the Exchange Offer Memorandum, together with any updates, are available from the Information Agent and Exchange Agent (as defined below) and are available at the following website: The table below identifies the aggregate principal amount of each series of Existing SISA Notes validly tendered (and not validly withdrawn) in the Offers as of 5:00 p.m., New York City time, on March 12, 2025 (the "Early Tender Time"), and accepted for exchange: Title of Existing SISA Notes CUSIP Number /ISIN Principal AmountOutstanding AcceptancePriorityLevel PrincipalAmountTendered Percent ofOutstandingPrincipalAmountTendered 5.000% Senior Notes due 2034 ("2034 Notes") 806854 AM7 / US806854AM76 $500,000,000 1 $394,428,000 78.89% 4.850% Senior Notes due 2033 ("2033 Notes") 806854 AL9 / US806854AL93 $500,000,000 2 $382,552,000 76.51% 4.500% Senior Notes due 2028 ("2028 Notes") 806854 AK1 / US806854AK11 $500,000,000 3 $309,302,000 61.86% 2.650% Senior Notes due 2030 ("2030 Notes") 806854 AJ4 / US806854AJ48 $1,250,000,000 4 $793,042,000 63.44% According to information provided by D.F. King & Co., Inc., the Information Agent and Exchange Agent for the Offers (the "Information Agent and Exchange Agent"), a total of (i) $394,428,000 aggregate principal amount of 2034 Notes, (ii)$382,552,000 aggregate principal amount of 2033 Notes, (iii) $309,302,000 aggregate principal amount of 2028 Notes, and (iv) $793,042,000 aggregate principal amount of 2030 Notes was tendered for exchange by registered holders of Existing SISA Notes (the "Holders") as of the Early Tender Time. The Existing SISA Notes tendered for exchange are subject to the Acceptance Priority Levels set forth in the table above (the "Acceptance Priority Levels"), the Maximum Exchange Amount, and proration, as described in the Exchange Offer Memorandum. SHC expects to accept all 2034 Notes, 2033 Notes, 2028 Notes, and 2030 Notes validly tendered, and not validly withdrawn, at or before the Early Tender Time. SHC also announced the amendment of the Maximum Exchange Amount, from up to $2,000,000,000 aggregate principal amount of New SHC Notes to be issued by SHC, to $1,879,324,000 (such amount, as amended, the "New Maximum Exchange Amount"), in order to accept for exchange all Existing SISA Notes validly tendered, and not validly withdrawn, at or prior to the Early Tender Time. Because any additional Existing SISA Notes that would be validly tendered, and not validly withdrawn, after the Early Tender Time would exceed the New Maximum Exchange Amount of New SHC Notes to be issued pursuant to the Offers, SHC does not anticipate accepting any additional tenders of Existing SISA Notes in the Offers. In conjunction with the Offers, and on the terms and subject to the conditions set forth in the Exchange Offer Memorandum, SISA announced that, as part of its solicitations (the "Consent Solicitations") of consents (the "Consents") from Holders to certain proposed amendments (the "Proposed Amendments") to the indentures governing the Existing SISA Notes (the "SISA Notes Indentures"), SISA has received, as of the Early Tender Time, Consents in connection with more than 50% of the aggregate outstanding principal amount of each of the series of 2034 Notes, 2033 Notes, 2028 Notes, and 2030 Notes, and all 2034 Notes, 2033 Notes, 2028 Notes and 2030 Notes tendered have been accepted for exchange in the related Offer, which satisfies the requirements for the effectiveness of the Proposed Amendments for all such series of Existing SISA Notes. SISA and SLB intend to execute a supplemental indenture to the applicable SISA Notes Indentures with The Bank of New York Mellon as trustee with respect to the Proposed Amendments, with respect to the 2034 Notes, 2033 Notes, 2028 Notes, and 2030 Notes, promptly following the Early Tender Time. Withdrawal rights for the Offers and Consent Solicitations expired as of the Early Tender Time, at 5:00 p.m., New York City time, on March 12, 2025. Holders of Existing SISA Notes who validly tendered and did not previously withdraw their Existing SISA Notes in the Offers may no longer withdraw Existing SISA Notes except in certain limited circumstances where additional withdrawal rights are required by law. Details of the Offers and Consent Solicitations The Offers will expire at 5:00 p.m., New York City time, on March 27, 2025 (unless the Offers are extended or earlier terminated) (such date and time, as the same may be extended, the "Expiration Time"). Holders who validly tendered their Existing SISA Notes at or before the Early Tender Time are eligible to receive the applicable Early Exchange Consideration (which includes the applicable Total Exchange Consideration and the applicable Early Exchange Premium (as each term is defined in the Exchange Offer Memorandum)). The issuance of New SHC Notes in exchange for Existing SISA Notes validly tendered at or prior to the Early Tender Time and accepted for exchange will occur reasonably promptly following the Early Tender Time and is expected to be on March 17, 2025, the third business day after the Early Tender Time (the "Early Settlement Date"). The Offers are not conditioned upon any minimum amount of any series of Existing SISA Notes being tendered. The Offers are subject to the Acceptance Priority Levels, the New Maximum Exchange Amount and proration, as described in the Exchange Offer Memorandum. None of the Offers or the Consent Solicitations is conditioned upon the completion of any other Offer or Consent Solicitation. Eligible Holders of Existing SISA Notes that have tendered such Existing SISA Notes have been deemed to have given Consent to the Proposed Amendments with respect to the Existing SISA Notes. Each New SHC Note issued in exchange for an Existing SISA Note will have an interest rate and maturity date that are the same as the current interest rate and maturity date of such tendered Existing SISA Note, as well as the same interest payment dates and optional redemption terms. No accrued and unpaid interest will be paid on the Existing SISA Notes in connection with the Offers. Holders of Existing SISA Notes that are accepted for exchange will be deemed to have waived the right to receive any payment from SISA for interest accrued from the date of the last interest payment date for their Existing SISA Notes. However, the first interest payment for the New SHC Notes issued in the exchange will include interest from the most recent interest payment date for such corresponding tendered Existing SISA Note on the principal amount of such New SHC Notes. SHC has retained Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and SG Americas Securities, LLC to act as the Dealer Managers in connection with the Offer (collectively, the "Dealer Managers"). Questions regarding terms and conditions of the Offers and the Consent Solicitations should be directed to Goldman Sachs & Co. LLC by calling toll-free at (800) 828-3182 or collect at (212) 934-0773 (collect), Morgan Stanley & Co. LLC by calling toll-free at (800) 624-1808 or collect at (212) 761-1057, or SG Americas Securities, LLC by calling collect at (855) 851 2108 or via email at us-glfi-syn-cap@ Questions in connection with the Offers and the Consent Solicitations may be directed to D.F. King & Co., Inc. by calling toll free (800) 791-3320 or collect at (212) 269-5550 or via e-mail at slb@ You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers and the Consent Solicitations. The Exchange Offer Memorandum can be accessed at the following website: Neither this press release nor the Exchange Offer Memorandum, or the electronic transmission thereof, constitutes an offer to sell or buy Existing SISA Notes or New SHC Notes, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this press release in certain jurisdictions may be restricted by law. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by the Dealer Managers or such affiliate (as the case may be) on behalf of SHC in such jurisdiction. About SLB SLB (NYSE: SLB) is a global technology company that drives energy innovation for a balanced planet. With a global footprint in more than 100 countries and employees representing almost twice as many nationalities, we work each day on innovating oil and gas, delivering digital at scale, decarbonizing industries, and developing and scaling new energy systems that accelerate the energy transition. Find out more at Cautionary Statement Regarding Forward-Looking Statements: This press release contains "forward-looking statements" within the meaning of the federal securities laws, which include any statements that are not historical facts. Such statements often contain words such as "expect," "may," "can," "plan," "potential," "expectations," "estimate," "intend," "anticipate," "target," "think," "should," "could," "would," "will," "see," "likely," and other similar words. Forward-looking statements address matters that are, to varying degrees, uncertain, such as statements regarding the terms and timing for completion of the Offers and the Consent Solicitations, including the acceptance for exchange of any Existing SISA Notes validly tendered and the expected Early Settlement Date, and the consideration of the Offers. SLB, SHC and SISA cannot give any assurance that such statements will prove correct. These statements are subject to, among other things, the risks and uncertainties detailed in SLB's most recent Forms 10-K, 10-Q, and 8-K filed with or furnished to the Securities and Exchange Commission. If one or more of these or other risks or uncertainties materialize (or the consequences of any such development changes), or should SLB's, SHC's or SISA's underlying assumptions prove incorrect, actual results or outcomes may vary materially from those reflected in the forward-looking statements. The forward-looking statements speak only as of March 13, 2025, and SLB, SHC and SISA disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise. View source version on Contacts Media Josh Byerly – SVP of CommunicationsMoira Duff – Director of External CommunicationsSLBTel: +1 (713) 375-3407media@ Investors James R. McDonald – SVP of Investor Relations & Industry AffairsJoy V. Domingo – Director of Investor RelationsSLBTel: +1 (713) 375-3535investor-relations@ Sign in to access your portfolio
Yahoo
12-03-2025
- Business
- Yahoo
WillScot Announces Consent Solicitations to Amend its Senior Secured Notes Due 2029 and Senior Secured Notes due 2031
PHOENIX, March 12, 2025 (GLOBE NEWSWIRE) -- WillScot Holdings Corporation ('WillScot' or the 'Company') (Nasdaq: WSC), a leader in innovative temporary space solutions, today announced that its indirect subsidiary Williams Scotsman, Inc. ('WSI'), will solicit consents ('Consents') from the holders of its existing 6.625% Senior Secured Notes due 2029 (the '2029 Notes') and the holders of its 7.375% Senior Secured Notes due 2031 (the '2031 Notes' and, together with the 2029 Notes, the 'Existing Notes') as of the record date of March 11, 2025 (the 'Record Date') to amend (the 'Proposed Amendments') certain provisions of the indentures governing the Existing Notes. The consent solicitations for each series of Existing Notes (collectively, the 'Consent Solicitations' and, with respect to each series, a 'Consent Solicitation') are being made solely on the terms and subject to the conditions set forth in the consent solicitation statement dated March 12, 2025 (the 'Consent Solicitation Statement'). Holders of the Existing Notes should carefully read the Consent Solicitation Statement before any decision is made with respect to the applicable Consent Solicitation. The Consent Solicitations will expire at 5:00 p.m., New York City time, on March 18, 2025, unless extended or terminated with respect to any Consent Solicitation by the Company (the 'Expiration Date'). In order to implement the Proposed Amendments to the indentures governing the Existing Notes, the Company must obtain the consent of at least 66.6667% of the outstanding principal amount of the Existing Notes (the 'Requisite Consents') on or prior to Expiration Date. This press release is not a solicitation of consents with respect to the Existing Notes and does not set forth all of the terms and conditions of the Consent Solicitations. This press release is not an offer to sell or purchase, or a solicitation of an offer to sell or purchase, any other securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful. Any inquiries regarding the Consent Solicitations may be directed to D.F. King & Co., Inc., the Information, Tabulation and Paying Agent for the Consent Solicitations, at WILLSCOT@ or (212) 269-5550 (collect) or (800) 549-6697 (toll free), or to J.P. Morgan Securities LLC, the Solicitation Agent for the Consent Solicitations, at (212) 834-4087 (collect) or (866) 834-4666 (toll free). About WillScot Listed on the Nasdaq stock exchange under the ticker symbol 'WSC,' WillScot is the premier provider of highly innovative and turnkey space solutions in North America. The Company's comprehensive range of products includes modular office complexes, mobile offices, classrooms, temporary restrooms, portable storage containers, protective buildings and climate-controlled units, and clearspan structures, as well as a curated selection of furnishings, appliances, and other supplementary services, ensuring turnkey solutions for its customers. Headquartered in Phoenix, Arizona, and operating from a network of approximately 260 branch locations and additional drop lots across the United States, Canada, and Mexico, WillScot's business services are essential for diverse customer segments spanning all sectors of the economy. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. The words 'estimates,' 'expects,' 'anticipates,' 'believes,' 'forecasts,' 'plans,' 'intends,' 'may,' 'will,' 'should,' 'shall,' 'outlook,' 'guidance,' 'see,' 'have confidence' and variations of these words and similar expressions identify forward-looking statements, which are generally not historical in nature. Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other important factors, many of which are outside our control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Although the Company believes that these forward-looking statements are based on reasonable assumptions, they are predictions and we can give no assurance that any such forward-looking statement will materialize. Any forward-looking statement speaks only at the date on which it is made, and the Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by in to access your portfolio
