Latest news with #ConvertibleNotes
Associated Press
3 days ago
- Business
- Associated Press
BBAI Investors Have the Opportunity to Lead the BigBear.ai Securities Fraud Lawsuit with Faruqi & Faruqi, LLP
Faruqi & Faruqi, LLP Securities Litigation Partner James (Josh) Wilson Encourages Investors Who Suffered Losses Exceeding $50,000 In To Contact Him Directly To Discuss Their Options If you suffered losses exceeding $50,000 in between March 31, 2022 and March 25, 2025 and would like to discuss your legal rights, call Faruqi & Faruqi partner Josh Wilson directly at 877-247-4292 or 212-983-9330 (Ext. 1310). [You may also click here for additional information] New York, New York--(Newsfile Corp. - June 3, 2025) - Faruqi & Faruqi, LLP, a leading national securities law firm, is investigating potential claims against Holdings, Inc. ('BigBear' or the 'Company') (NYSE: BBAI) and reminds investors of the June 10, 2025 deadline to seek the role of lead plaintiff in a federal securities class action that has been filed against the Company. [ This image cannot be displayed. Please visit the source: ] Faruqi & Faruqi is a leading national securities law firm with offices in New York, Pennsylvania, California and Georgia. The firm has recovered hundreds of millions of dollars for investors since its founding in 1995. See As detailed below, the complaint alleges that the Company and its executives violated federal securities laws by making false and/or misleading statements and/or failing to disclose that: (1) BigBear maintained deficient accounting review policies related to the reporting and disclosure of certain non-routine, unusual, or complex transactions; (2) as a result, the Company incorrectly determined that the conversion option within the 2026 Convertible Notes qualified for the derivative scope exception under ASC 815-40 and failed to bifurcate the conversion option as required by ASC 815-15; (3) accordingly, BigBear had improperly accounted for the 2026 Convertible Notes; (4) the foregoing error caused BigBear to misstate various items in several of the Company's previously issued financial statements; (5) as a result, these financial statements were inaccurate and would likely need to be restated; (6) BigBear would require extra time and expense to correct the inaccurate financial statements, thereby increasing the risk that the Company would be unable to timely file certain financial reports with the U.S. Securities and Exchange Commission ('SEC'); and (7) as a result, the Company's public statements were materially false and misleading at all relevant times. On March 18, 2025, delayed the filing of its 2024 10K, disclosing that certain of the Company's financial statements since fiscal year 2021 should no longer be relied upon and would be restated. On this news, the price of stock declined roughly 15%, from a closing price of $3.49 per share on March 17, 2025, to $2.97 per share on March 18, 2025. Then, on March 25, 2025, after market, BigBear filed its 2024 10-K restating its consolidated financial statements 'to reflect the issuance of the 2026 Notes Conversion Option at fair value as of December 7, 2021 and the subsequent remeasurement to fair value at each reporting date.' The 2024 10-K also disclosed that the Company had identified a material weakness in its internal control over financial reporting. On this news, the price of stock declined roughly 9%, from a closing price of $3.51 per share on March 25, 2025, to $3.19 per share on March 26, 2025. The court-appointed lead plaintiff is the investor with the largest financial interest in the relief sought by the class who is adequate and typical of class members who directs and oversees the litigation on behalf of the putative class. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member. Your ability to share in any recovery is not affected by the decision to serve as a lead plaintiff or not. Faruqi & Faruqi, LLP also encourages anyone with information regarding BigBear's conduct to contact the firm, including whistleblowers, former employees, shareholders and others. To learn more about the class action, go to or call Faruqi & Faruqi partner Josh Wilson directly at 877-247-4292 or 212-983-9330 (Ext. 1310). Follow us for updates on LinkedIn, on X, or on Facebook. Attorney Advertising. The law firm responsible for this advertisement is Faruqi & Faruqi, LLP ( ). Prior results do not guarantee or predict a similar outcome with respect to any future matter. We welcome the opportunity to discuss your particular case. All communications will be treated in a confidential manner. To view the source version of this press release, please visit
Malaysian Reserve
6 days ago
- Business
- Malaysian Reserve
SHAREHOLDER REMINDER: Faruqi & Faruqi, LLP Investigates Claims on Behalf of Investors of BigBear.ai
Faruqi & Faruqi, LLP Securities Litigation Partner James (Josh) Wilson Encourages Investors Who Suffered Losses In To Contact Him Directly To Discuss Their Options If you purchased or acquired securities in between March 31, 2022 and March 25, 2025 and would like to discuss your legal rights, call Faruqi & Faruqi partner Josh Wilson directly at 877-247-4292 or 212-983-9330 (Ext. 1310). [You may also click here for additional information] NEW YORK, May 31, 2025 /PRNewswire/ — Faruqi & Faruqi, LLP, a leading national securities law firm, is investigating potential claims against Holdings, Inc. ('BigBear' or the 'Company') (NYSE: BBAI) and reminds investors of the June 10, 2025 deadline to seek the role of lead plaintiff in a federal securities class action that has been filed against the Company. Faruqi & Faruqi is a leading national securities law firm with offices in New York, Pennsylvania, California and Georgia. The firm has recovered hundreds of millions of dollars for investors since its founding in 1995. See As detailed below, the complaint alleges that the Company and its executives violated federal securities laws by making false and/or misleading statements and/or failing to disclose that: (1) BigBear maintained deficient accounting review policies related to the reporting and disclosure of certain non-routine, unusual, or complex transactions; (2) as a result, the Company incorrectly determined that the conversion option within the 2026 Convertible Notes qualified for the derivative scope exception under ASC 815-40 and failed to bifurcate the conversion option as required by ASC 815-15; (3) accordingly, BigBear had improperly accounted for the 2026 Convertible Notes; (4) the foregoing error caused BigBear to misstate various items in several of the Company's previously issued financial statements; (5) as a result, these financial statements were inaccurate and would likely need to be restated; (6) BigBear would require extra time and expense to correct the inaccurate financial statements, thereby increasing the risk that the Company would be unable to timely file certain financial reports with the U.S. Securities and Exchange Commission ('SEC'); and (7) as a result, the Company's public statements were materially false and misleading at all relevant times. On March 18, 2025, delayed the filing of its 2024 10K, disclosing that certain of the Company's financial statements since fiscal year 2021 should no longer be relied upon and would be restated. On this news, the price of stock declined roughly 15%, from a closing price of $3.49 per share on March 17, 2025, to $2.97 per share on March 18, 2025. Then, on March 25, 2025, after market, BigBear filed its 2024 10-K restating its consolidated financial statements 'to reflect the issuance of the 2026 Notes Conversion Option at fair value as of December 7, 2021 and the subsequent remeasurement to fair value at each reporting date.' The 2024 10-K also disclosed that the Company had identified a material weakness in its internal control over financial reporting. On this news, the price of stock declined roughly 9%, from a closing price of $3.51 per share on March 25, 2025, to $3.19 per share on March 26, 2025. The court-appointed lead plaintiff is the investor with the largest financial interest in the relief sought by the class who is adequate and typical of class members who directs and oversees the litigation on behalf of the putative class. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member. Your ability to share in any recovery is not affected by the decision to serve as a lead plaintiff or not. Faruqi & Faruqi, LLP also encourages anyone with information regarding BigBear's conduct to contact the firm, including whistleblowers, former employees, shareholders and others. To learn more about the class action, go to or call Faruqi & Faruqi partner Josh Wilson directly at 877-247-4292 or 212-983-9330 (Ext. 1310). Follow us for updates on LinkedIn, on X, or on Facebook. Attorney Advertising. The law firm responsible for this advertisement is Faruqi & Faruqi, LLP ( Prior results do not guarantee or predict a similar outcome with respect to any future matter. We welcome the opportunity to discuss your particular case. All communications will be treated in a confidential manner.
Yahoo
23-05-2025
- Business
- Yahoo
RCF Opportunities Fund II L.P. Files Early Warning Report Regarding Common Shares of Defense Metals Corp.
DENVER, May 22, 2025 (GLOBE NEWSWIRE) -- RCF Opportunities Fund II L.P. ('RCF') reports that it has filed an early warning report under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in respect of the common shares (the 'Common Shares') in the capital of Defense Metals Corp. (the 'Company'). On May 21, 2025, the Company issued an aggregate of 32,277,963 Common Shares to holders of secured convertible notes of the Company (the 'Convertible Notes'), upon automatic conversion of the Convertible Notes at a price of C$0.125 per Common Share, and in full satisfaction of the accrued interest on the Convertible Notes (the 'Conversion Issuance'). Of this amount, the Company issued an aggregate of 4,080,012 Common Shares to RCF upon the conversion of RCF's C$500,000 Convertible Note, and in full satisfaction of the accrued interest thereon. On the same day, RCF subscribed for 1,720,370 units (the 'Units') of the Company at C$0.15 per Unit, for total proceeds of C$258,055.50, issued pursuant to a concurrent brokered and non-brokered private placement of the Company (the 'Private Placement', and together with the Conversion Issuance, the 'Transactions'). The Company issued an aggregate of 36,841,068 Common Shares under the Private Placement. Each Unit is comprised of one Common Share and one-half of one Common Share purchase warrant (each whole warrant, a 'Warrant'). Each Warrant entitles RCF to acquire one additional Common Share at a price of C$0.20 per Common Share, at any time on or before May 21, 2028. As a result of the issuances of Common Shares under the Transactions, RCF's beneficial ownership in respect of the Common Shares, being the securities subject to the most recent report required to be filed by RCF in respect of the Company under National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ('NI 62-103'), fell below 10% of the issued and outstanding Common Shares. Immediately prior to the Transactions, RCF owned and controlled a total of 25,871,008 Common Shares, representing approximately 9.13% of the issued and outstanding Common Shares. Assuming the conversion in whole of its Convertible Note, RCF would have come to own an aggregate of 29,871,008 Common Shares, representing approximately 11.27% of the issued and outstanding Common Shares on a partially-diluted basis. As a result of and immediately following the Transactions, RCF held 31,671,390 Common Shares, representing approximately 9.58% of the issued and outstanding Common Shares. Assuming the exercise of the Warrants, RCF would come to own 32,531,575 Common Shares, representing approximately 9.81% of the issued and outstanding Common Shares on a partially-diluted basis. As RCF no longer holds 10% or more of the issued and outstanding Common Shares, RCF will no longer file early warning reports in respect of its ownership of Common Shares unless and until such time as RCF's aggregate shareholdings exceed 10% of the issued and outstanding Common Shares on a non-diluted or partially-diluted basis. RCF acquired the Common Shares and Warrants in accordance with RCF's investment policy to generate proceeds from its investment in the Company. RCF may from time to time acquire additional securities of the Company, dispose of some or all of the existing or additional securities or may continue to hold its securities in the Company. The Company's head office is located at Suite 1020 – 800 West Pender Street, Vancouver, British Columbia V6C 2V6. To obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder, please see the Company's profile on the SEDAR+ website at About RCF Opportunities Fund II L.P. RCF is a private investment fund existing under the laws of the Cayman Islands. RCF is ultimately controlled by RCF Management LLC. For further information and to obtain a copy of the early warning report, please contact: RCF Opportunities Fund II L.P.1400 Wewatta Street, Suite 850Denver, Colorado, 80202Telephone: (720) 946-1444 Attn: Mason Hills
Business Insider
21-05-2025
- Business
- Business Insider
Southern Company prices upsized $1.45B convertible senior note offering
Southern Company (SO) announced the pricing of $1.45 billion in aggregate principal amount of its Series 2025A 3.25% Convertible Senior Notes due June 15, 2028 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, reflecting an upsize of $200 million over the previously announced offering size. Interest on the Convertible Notes will be paid semiannually at a rate of 3.25% per annum. The Convertible Notes will have an initial conversion rate of 8.8077 shares of Southern Company's common stock per $1,000 principal amount of the Convertible Notes (which is equal to an initial conversion price of approximately $113.54 per share of common stock), representing an initial conversion premium of approximately 25% above the last reported sale price of Southern Company's common stock on May 20, 2025. Confident Investing Starts Here:
Yahoo
21-05-2025
- Business
- Yahoo
Southern Company announces upsize and pricing of $1.45 billion in aggregate principal amount of Series 2025A 3.25% Convertible Senior Notes due June 15, 2028
ATLANTA, May 20, 2025 /PRNewswire/ -- Southern Company (NYSE: SO) today announced the pricing of $1.45 billion in aggregate principal amount of its Series 2025A 3.25% Convertible Senior Notes due June 15, 2028 (the "Convertible Notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), reflecting an upsize of $200 million over the previously announced offering size. In addition, Southern Company granted the initial purchasers of the Convertible Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Convertible Notes are first issued, up to an additional $200 million in aggregate principal amount of the Convertible Notes. The offering is expected to close on May 23, 2025, subject to customary closing conditions. Interest on the Convertible Notes will be paid semiannually at a rate of 3.25% per annum. The Convertible Notes will have an initial conversion rate of 8.8077 shares of Southern Company's common stock per $1,000 principal amount of the Convertible Notes (which is equal to an initial conversion price of approximately $113.54 per share of common stock), representing an initial conversion premium of approximately 25% above the last reported sale price of Southern Company's common stock on May 20, 2025. The conversion rate is subject to adjustment in certain circumstances. The Convertible Notes will mature on June 15, 2028, unless repurchased or converted in accordance with their terms prior to such date. Prior to March 15, 2028, the Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods. Thereafter, the Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, Southern Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of Southern Company's common stock, or a combination of cash and shares of common stock, at Southern Company's election, in respect of the remainder, if any, of Southern Company's conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. Southern Company estimates that the net proceeds from this offering will be approximately $1.44 billion (or approximately $1.63 billion if the initial purchasers exercise their option to purchase additional Series 2025A Convertible Senior Notes in full), after deducting estimated initial purchasers' discounts and estimated offering expenses payable by Southern Company. Southern Company intends to use approximately $1.25 billion of the net proceeds from this offering to repurchase (i) approximately $781.6 million aggregate principal amount of its Series 2023A 3.875% Convertible Senior Notes due December 15, 2025 (the "Series 2023A Convertible Notes") and (ii) approximately $328.1 million aggregate principal amount of its Series 2024A 4.50% Convertible Senior Notes due June 15, 2027 (together with the Series 2023A Convertible Notes, the "Existing Convertible Notes"), in each case through individually negotiated transactions with a limited number of holders thereof (each, a "note repurchase transaction"), effected through one of the initial purchasers of the Convertible Notes or its affiliate. Southern Company intends to use the remaining net proceeds to repay all or a portion of its outstanding commercial paper borrowings and for other general corporate purposes, which may include investment in its subsidiaries. Contemporaneously with the pricing of the Convertible Notes, Southern Company entered into separate and privately negotiated transactions with a limited number of holders of the Existing Convertible Notes to use a portion of the proceeds of the offering to repurchase a portion of the Existing Convertible Notes, as described above, on terms negotiated with each such holder. The terms of each note repurchase transaction were individually negotiated with each such holder of the Existing Convertible Notes and depended on several factors, including the market price of Southern Company's common stock and the trading price of the applicable Existing Convertible Notes at the time of each such note repurchase. Southern Company may also repurchase outstanding Existing Convertible Notes following the completion of the offering of the Convertible Notes. No assurance can be given as to how much, if any, of the Existing Convertible Notes will be repurchased following the completion of the offering or the terms on which they will be repurchased. Southern Company expects that holders of the Existing Convertible Notes that sell their Existing Convertible Notes to Southern Company in any note repurchase transaction may enter into or unwind various derivatives with respect to Southern Company's common stock and/or purchase or sell shares of Southern Company's common stock in the market to hedge their exposure in connection with these transactions. In particular, Southern Company expects that many holders of the Existing Convertible Notes employ a convertible arbitrage strategy with respect to the Existing Convertible Notes and have a short position with respect to Southern Company's common stock that they would close, through purchases of Southern Company's common stock and/or the entry into or unwind of economically equivalent derivatives transactions with respect to Southern Company's common stock, in connection with Southern Company's repurchase of their Existing Convertible Notes for cash. This activity could increase (or reduce the size of any decrease in) the market price of Southern Company's common stock or the Convertible Notes at that time and could result in a higher effective conversion price for the Convertible Notes. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The offer and sale of the Convertible Notes and the shares of common stock issuable upon conversion of the Convertible Notes, if any, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and the Convertible Notes and such shares of common stock may not be offered or sold without registration or an applicable exemption from registration requirements. About Southern Company Southern Company (NYSE: SO) is a leading energy provider serving 9 million customers across the Southeast and beyond through its family of companies. The company has electric operating companies in three states, natural gas distribution companies in four states, a competitive generation company, a leading distributed energy distribution company with national capabilities, a fiber optics network and telecommunications services. Cautionary Notice Regarding Forward-Looking Statements Certain information contained in this release is forward-looking information based on current expectations and plans that involve risks and uncertainties. Forward-looking information includes, among other things, statements concerning the closing of the offering of the Convertible Notes, the expected use of proceeds from the offering and the note repurchase transactions. Southern Company cautions that there are certain factors that can cause actual results to differ materially from the forward-looking information that has been provided. The reader is cautioned not to put undue reliance on this forward-looking information, which is not a guarantee of future performance and is subject to a number of uncertainties and other factors, many of which are outside the control of Southern Company; accordingly, there can be no assurance that such suggested results will be realized. The following factors, in addition to those discussed in Southern Company's Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and subsequent securities filings, could cause actual results to differ materially from management expectations as suggested by such forward-looking information: global and U.S. economic conditions, including impacts from geopolitical conflicts, recession, inflation, tariffs, interest rate fluctuations, and financial market conditions, and the results of financing efforts; access to capital markets and other financing sources; changes in Southern Company's credit ratings; and catastrophic events such as fires, earthquakes, explosions, floods, tornadoes, hurricanes and other storms, droughts, pandemic health events, political unrest, wars, or other similar occurrences. Southern Company expressly disclaims any obligation to update any forward‐looking information. 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