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Business Wire
27-06-2025
- Business
- Business Wire
HASI Announces Early Results and Upsizing of Cash Tender Offer for 3.375% Senior Notes Due 2026 and 8.00% Green Senior Unsecured Notes Due 2027
ANNAPOLIS, Md.--(BUSINESS WIRE)--HA Sustainable Infrastructure Capital, Inc. ('HASI') (NYSE: HASI), a leading investor in sustainable infrastructure assets, today announced the early results of the previously announced tender offer (the 'Tender Offer') by its indirect subsidiaries, HAT Holdings I LLC, a Maryland limited liability company ('HAT I') and HAT Holdings II LLC, a Maryland limited liability company ('HAT II,' and together with HAT I, the 'Company'), to purchase the outstanding notes listed in the table below (collectively, the 'Notes' and each a 'Series' of Notes). Additionally, the Company announced the increase of the Maximum Aggregate Principal Amount from $500,000,000 to an amount sufficient to accept up to $700,000,000 aggregate principal amount of the Notes (the 'Maximum Aggregate Principal Amount'). The Company has also increased the series cap on the 3.375% Senior Notes due 2026 from $250,000,000 to $400,000,000 (as amended, the 'Series Cap'). Except as described in this press release, all other terms and conditions of the Tender Offer remain unchanged and are described in the Offer to Purchase dated June 12, 2025 (the 'Offer to Purchase'). The Financing Condition for the Tender Offer as described in the Offer to Purchase has been satisfied. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase. According to the information provided by D.F. King & Co., Inc., $920,279,000 in aggregate principal amount of the Notes were validly tendered and not validly withdrawn as of the Early Tender Deadline. In addition, the aggregate principal amount of each Series of Notes that were validly tendered and not validly withdrawn as of the Early Tender Deadline is set forth in the table below. (1) As reported by D.F. King & Co., Inc., the tender and information agent for the Tender Offer. (2) The final proration factor has been rounded to the nearest tenth of a percentage point for presentation purposes. Expand Because the total aggregate principal amount of the Notes validly tendered prior to the Early Tender Deadline exceeds $700,000,000 of Notes to be accepted, the Company does not expect to accept any further tenders of Notes following the Early Tender Deadline. The Company will accept for purchase up to the Maximum Aggregate Principal Amount of Notes validly tendered and not validly withdrawn as shown in the table above and in accordance with the acceptance priority levels specified in the table above and on the cover page of the Offer to Purchase. Holders of Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase will be eligible to receive the applicable Total Tender Offer Consideration (as defined in the Offer to Purchase), which includes an Early Tender Premium (as defined in the Offer to Purchase) of $30 per $1,000 principal amount of Notes. The applicable Total Tender Offer Consideration will be determined by reference to a fixed spread specified for such Series of Notes over the yield based on the bid-side price of the applicable U.S. Treasury Security, as described in the Offer to Purchase. The Total Tender Offer Consideration will be calculated by the Dealer Managers (identified below) for the Tender Offer at 9:00 a.m., New York City time, on June 27, 2025. All payments for Notes purchased in connection with the Early Tender Deadline will also include accrued and unpaid interest on the principal amount of Notes tendered and accepted for purchase from the last interest payment date applicable to the relevant Series of Notes up to, but not including, the early settlement date, which is currently expected to be June 30, 2025 (the 'Early Settlement Date'). In accordance with the terms of the Tender Offer, the withdrawal deadline was 5:00 p.m., New York City time, on June 26, 2025. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company). Notes that have been validly tendered and not validly withdrawn at or before the Early Tender Deadline and are accepted in the Tender Offer will be purchased, retired and cancelled by the Company on the Early Settlement Date. J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are the Dealer Managers for the Tender Offer. D.F. King & Co., Inc. is the Tender Agent and Information Agent. Persons with questions regarding the Tender Offer should contact J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free) or +1 (212) 834-3554 (collect) or Citigroup Global Markets Inc. (toll-free) at +1 (800) 558-3745 or +1 (212) 723-6106 (collect). Questions regarding the tendering of Notes and requests for copies of the Offer to Purchase and related materials should be directed to D.F. King & Co., Inc. at (212) 269-5550 (for banks and brokers) or (866) 416-0577 (all others, toll-free) or email HASI@ This news release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is made only by the Offer to Purchase and the information in this news release is qualified by reference to the Offer to Purchase dated June 12, 2025. There is no separate letter of transmittal in connection with the Offer to Purchase. None of the Company, HASI, the HASI Board of Directors, the Dealer Managers, the Tender Agent and Information Agent or the trustee with respect to any Notes is making any recommendation as to whether holders should tender any Notes in response to the Tender Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender. About HASI HASI is an investor in sustainable infrastructure assets advancing the energy transition. With more than $14 billion in managed assets, HASI's investments are diversified across multiple asset classes, including utility-scale solar, onshore wind, and storage; distributed solar and storage; RNG; and energy efficiency. HASI combines deep expertise in energy markets and financial structuring with long-standing programmatic client partnerships to deliver superior risk-adjusted returns and measurable environmental benefits. Forward-Looking Statements: This release may contain 'forward-looking statements,' which include information concerning the expected timing for completion of the Tender Offer and the expected settlement date thereof, other terms of the Tender Offer, and other information that is not historical information. When used in this release, the words 'outlook,' 'forecast,' 'estimates,' 'expects,' 'anticipates,' 'projects,' 'plans,' 'intends,' 'believes,' 'will' and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied by the forward-looking statements contained in this release. Numerous other factors, many of which are beyond HASI's control, could cause actual results to differ materially from those expressed as forward-looking statements. Other risk factors include those that are discussed in HASI's filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and HASI undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.
Business Wire
17-06-2025
- Business
- Business Wire
Global Partners LP Announces Expiration and Results of Its Cash Tender Offer for Any and All of Its Outstanding 7.00% Senior Notes Due 2027
WALTHAM, Mass.--(BUSINESS WIRE)--Global Partners LP (NYSE: GLP) ('Global') announced today that the cash tender offer (the 'Offer') commenced on June 10, 2025 to purchase any and all of the outstanding 7.00% Senior Notes due 2027 (the 'Notes'), co-issued by Global and GLP Finance Corp., a wholly owned subsidiary of Global (together with Global, the 'Issuers'), expired at 5:00 p.m. New York City Time on June 16, 2025 (the 'Expiration Time'). According to D.F. King & Co., Inc., the tender agent for the offer, valid tenders had been received at the expiration of the offer in the amount and percentage set forth in the table below. Global expects to accept for purchase all Notes validly tendered and not validly withdrawn as of the Expiration Time and expects to make payment for any such Notes on June 23, 2025. Global will apply part of the proceeds from the issuance of $450 million aggregate principal amount of the Issuers' 7.125% senior unsecured notes due 2033 (the 'New Notes'), which is expected to close on June 23, 2025, to the payment for all Notes to be purchased in the Offer. Global's obligation to accept and pay for the tendered Notes is conditioned on, among other things, the closing of the offer of the New Notes. The Offer was made pursuant to the terms and subject to the conditions set forth in the offer to purchase and the related notice of guaranteed delivery, each dated as of June 10, 2025. Subject to settlement of the Offer, Global intends to redeem any Notes not purchased in the Offer on or about August 1, 2025, at a redemption price of 100.000% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption. J.P. Morgan Securities LLC has served as the exclusive dealer manager for the Offer, and D.F. King & Co., Inc. has served as the tender agent and information agent for the Offer. Questions regarding the terms of the Offer may be directed to J.P. Morgan Securities LLC, Liability Management Group, by calling (866) 834-4666 (toll-free) or (212) 834-7489 (collect). This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. In addition, this press release does not constitute a notice of redemption under the indenture governing the Notes. About Global Partners LP Building on a legacy that began more than 90 years ago, Global Partners has evolved into a Fortune 500 company and industry-leading integrated owner, supplier, and operator of liquid energy terminals, fueling locations, and guest-focused retail experiences. Global operates or maintains dedicated storage at 54 liquid energy terminals—with connectivity to strategic rail, pipeline, and marine assets—spanning from Maine to Florida and into the U.S. Gulf States. Through this extensive network, the company distributes gasoline, distillates, residual oil, and renewable fuels to wholesalers, retailers, and commercial customers. In addition, Global owns, operates and/or supplies approximately 1,700 retail locations across the Northeast states, the Mid-Atlantic, and Texas, providing the fuels people need to keep them on the go at their unique guest-focused convenience destinations. Recognized as one of Fortune's Most Admired Companies, Global Partners is embracing progress and diversifying to meet the needs of the energy transition. Forward-Looking Statements Certain statements and information in this press release may constitute 'forward-looking statements,' including statements regarding the expected timing of the offering of the New Notes and the Offer and the intended use of proceeds from the offering of the New Notes. The words 'believe,' 'expect,' 'anticipate,' 'plan,' 'intend,' 'foresee,' 'should,' 'would,' 'could' or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on Global's current expectations and beliefs concerning future developments and their potential effect on Global. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting Global will be those that it anticipates. Forward-looking statements involve significant risks and uncertainties (some of which are beyond Global's control) and assumptions that could cause actual results to differ materially from Global's historical experience and present expectations or projections. We believe these assumptions are reasonable given currently available information. The assumptions and future performance are subject to a wide range of business risks, uncertainties and factors, which are described in our filings with the Securities and Exchange Commission (the 'SEC'). For additional information regarding known material factors that could cause actual results to differ from Global's projected results, please see Global's filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Global undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise. Source: Global Partners LP
