Latest news with #ExistingNotes
Yahoo
5 days ago
- Business
- Yahoo
Unisys Announces Pricing of $700 Million Private Offering of Senior Secured Notes; Net Proceeds to Be Used to Refinance Existing Notes and Partially Fund U.S. Pension Plan
BLUE BELL, Pa., June 16, 2025 /PRNewswire/ -- Unisys Corporation (NYSE: UIS) ("Unisys") announced today the pricing of $700 million aggregate principal amount of Senior Secured Notes due 2031 (the "Senior Secured Notes") through a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to certain persons outside of the United States pursuant to Regulation S, each under the Securities Act of 1933, as amended (the "Securities Act"). The offering of the Senior Secured Notes is expected to close on June 27, 2025, subject to customary closing conditions. Concurrently with the commencement of the offering, Unisys commenced a cash tender offer (the "Tender Offer") to purchase any and all of its outstanding $485 million aggregate principal amount of 6.875% Senior Secured Notes due November 1, 2027 (the "Existing Notes"). In connection with the Tender Offer, Unisys is also soliciting consents with respect to the Existing Notes in order to amend the existing indenture governing the terms of the Existing Notes to eliminate substantially all restrictive covenants and certain events of default applicable to the Existing Notes, release the collateral securing the Existing Notes and modify certain other provisions contained in the indenture (collectively with the Tender Offer, the "Tender Offer and Consent Solicitation"). Unisys intends to use the net proceeds from the offering of the Senior Secured Notes, together with cash on hand, to finance the Tender Offer and Consent Solicitation and the payment of related premiums, fees and expenses, to redeem the Existing Notes that remain outstanding following the Tender Offer and Consent Solicitation on or after the par call date for the Existing Notes, to fund a portion of its long-term pension deficit and postretirement liabilities and for general corporate purposes. The Senior Secured Notes will be guaranteed on a senior secured basis by material domestic subsidiaries of Unisys (the "subsidiary guarantors") on the issue date and, in the future, will be guaranteed by each U.S. domestic subsidiary that guarantees the company's ABL credit facility and by each restricted subsidiary that guarantees or becomes obligated as a co-issuer or co-borrower of certain capital markets debt issued or borrowed by Unisys or any subsidiary guarantor. The Senior Secured Notes and the guarantees will be secured by liens on substantially all assets of Unisys and the subsidiary guarantors (including a pledge of 100% of the capital stock of each first tier domestic and foreign subsidiary of Unisys and the subsidiary guarantors), which liens will be subordinated to the liens on ABL collateral in favor of the ABL secured parties, subject to certain limitations and permitted liens. The Senior Secured Notes will be issued at par and will bear interest at a rate of 10.625% per year until maturity, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026. The Senior Secured Notes have not been 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 registration requirements of the Securities Act or the securities laws of any other jurisdiction. The Tender Offer and Consent Solicitation is subject to the satisfaction or waiver of various conditions, including the consummation of the offering of Senior Secured Notes, with net proceeds in an amount that, together with cash on hand, is sufficient to consummate the Tender Offer and Consent Solicitation, and other customary conditions. This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. This press release is not an offer to purchase, or soliciting consent with respect to, any of the Existing Notes. Any such offer or solicitation is made exclusively by, and subject to the conditions set forth in, the offer to purchase and consent solicitation statement. About UnisysUnisys is a global technology solutions company that powers breakthroughs for the world's leading organizations. Our solutions – cloud, AI, digital workspace, logistics and enterprise computing – help our clients challenge the status quo and unlock their full potential. To learn how we have been helping clients push what's possible for more than 150 years, visit and follow us on LinkedIn. Forward-Looking StatementsAny statements contained in this release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the completion by Unisys of the offering and the anticipated use of proceeds by Unisys. These forward-looking statements are based on current assumptions, expectations and beliefs of Unisys and involve substantial risks and uncertainties that may cause actual results and the timing of events to materially differ from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, risks related to market and other general economic conditions, the ability of Unisys to meet the closing conditions required for the consummation of the offering and other risks detailed in filings Unisys makes with the SEC from time to time, including under the heading "Risk Factors" in Unisys' Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its most recent Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. Unisys assumes no obligation to update any forward-looking statements. RELEASE NO.: 0616/10004 Unisys and other Unisys products and services mentioned herein, as well as their respective logos, are trademarks or registered trademarks of Unisys Corporation. Any other brand or product referenced herein is acknowledged to be a trademark or registered trademark of its respective holder. UIS-C View original content to download multimedia: SOURCE Unisys Corporation
Yahoo
11-06-2025
- Business
- Yahoo
Unisys Announces Proposed $700 Million Private Offering of Senior Secured Notes; Net Proceeds to Refinance Existing Notes and Partially Fund U.S. Pension Plan
BLUE BELL, Pa., June 11, 2025 /PRNewswire/ -- Unisys Corporation (NYSE: UIS) ("Unisys") today announced its intention to offer, subject to market and other conditions, $700 million aggregate principal amount of its Senior Secured Notes (the "Senior Secured Notes") through a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to certain persons outside of the United States pursuant to Regulation S, each under the Securities Act of 1933, as amended (the "Securities Act"). Concurrently with the commencement of this offering, Unisys commenced a cash tender offer (the "Tender Offer") to purchase any and all of its outstanding $485 million aggregate principal amount of 6.875% Senior Secured Notes due November 1, 2027 (the "Existing Notes"). In connection with the Tender Offer, Unisys is also soliciting consents with respect to the Existing Notes in order to amend the existing indenture governing the terms of the Existing Notes to eliminate substantially all restrictive covenants and certain events of default applicable to the Existing Notes, release the collateral securing the Existing Notes and modify certain other provisions contained in the indenture (collectively with the Tender Offer, the "Tender Offer and Consent Solicitation"). Unisys intends to use the net proceeds from the offering of the Senior Secured Notes, together with cash on hand, to finance the Tender Offer and Consent Solicitation and the payment of related premiums, fees and expenses, to redeem the Existing Notes that remain outstanding following the Tender Offer and Consent Solicitation on or after the par call date for the Existing Notes, to fund a portion of its long-term pension deficit and postretirement liabilities and for general corporate purposes. The Senior Secured Notes will be guaranteed on a senior secured basis by material domestic subsidiaries of Unisys (the "subsidiary guarantors") on the issue date and, in the future, will be guaranteed by each U.S. domestic subsidiary that guarantees the company's ABL credit facility and by each restricted subsidiary that guarantees or becomes obligated as a co-issuer or co-borrower of certain capital markets debt issued or borrowed by Unisys or any subsidiary guarantor. The Senior Secured Notes and the guarantees will be secured by liens on substantially all assets of Unisys and the subsidiary guarantors (including a pledge of 100% of the capital stock of each first tier domestic and foreign subsidiary of Unisys and the subsidiary guarantors), which liens will be subordinated to the liens on ABL collateral in favor of the ABL secured parties, subject to certain limitations and permitted liens. The Senior Secured Notes have not been 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 registration requirements of the Securities Act or the securities laws of any other jurisdiction. The Tender Offer and Consent Solicitation is subject to the satisfaction or waiver of various conditions, including the consummation of the offering of Senior Secured Notes, with net proceeds in an amount that, together with cash on hand and borrowings under our ABL Credit Facility, is sufficient to consummate the Tender Offer and Consent Solicitation, and other customary conditions. This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. This press release is not an offer to purchase, or soliciting consent with respect to, any of the Existing Notes. Any such offer or solicitation is made exclusively by, and subject to the conditions set forth in, the offer to purchase and consent solicitation statement. About UnisysUnisys is a global technology solutions company that powers breakthroughs for the world's leading organizations. Our solutions – cloud, AI, digital workspace, logistics and enterprise computing – help our clients challenge the status quo and unlock their full potential. To learn how we have been helping clients push what's possible for more than 150 years, visit and follow us on LinkedIn. Forward-Looking StatementsAny statements contained in this release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the completion by Unisys of the offering, the anticipated principal amount of securities sold, the final terms of the offering and the anticipated use of proceeds by Unisys. These forward-looking statements are based on current assumptions, expectations and beliefs of Unisys and involve substantial risks and uncertainties that may cause actual results and the timing of events to materially differ from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, risks related to market and other general economic conditions, the ability of Unisys to meet the closing conditions required for the consummation of the offering and other risks detailed in filings Unisys makes with the SEC from time to time, including under the heading "Risk Factors" in Unisys' Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its most recent Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. Unisys assumes no obligation to update any forward-looking statements. RELEASE NO.: 0611/10002 Unisys and other Unisys products and services mentioned herein, as well as their respective logos, are trademarks or registered trademarks of Unisys Corporation. Any other brand or product referenced herein is acknowledged to be a trademark or registered trademark of its respective holder. UIS-C View original content to download multimedia: SOURCE Unisys Corporation 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
29-05-2025
- Business
- Yahoo
Endeavour Announces Completion of US$500 Million Senior Notes Offering and Results of Tender Offer
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS. ENDEAVOUR ANNOUNCES COMPLETION OF US$500 MILLION SENIOR NOTES OFFERING AND RESULTS OF TENDER OFFER London, 29 May 2025 – Endeavour Mining plc ((LSE:EDV, TSX:EDV, OTCQX:EDVMF) (the 'Company') is pleased to announce that it has completed its previously announced offering (the 'Offering') of US$500.0 million 7.000% senior notes due 2030 (the 'New Notes') as part of its refinancing strategy. The proceeds of the Offering, together with cash on hand, will be used to (i) finance the purchase of any and all of the Company's outstanding 5.000% Senior Notes due 2026 (the 'Existing Notes') validly tendered and accepted for purchase by the Company pursuant to the cash tender offer launched by the Company concurrently with the Offering (the 'Tender Offer') and (ii) pay fees and expenses in relation to the Offering and the Tender Offer. The Company also announces that US$464,278,000 aggregate principal amount of Existing Notes have been tendered in the Tender Offer. Following completion of the Tender Offer, the Company expects to exercise its right under the Existing Notes to redeem in full the remaining Existing Notes not tendered pursuant to the Tender Offer, at the Purchase Price paid to the tendering Noteholders. Nothing in this announcement constitutes a notice of redemption pursuant to the Indenture. TENDER OFFER RESULTS The Tender Offer, conducted pursuant to the terms and on the conditions set out in the offer to purchase dated 19 May 2025 (the 'Offer to Purchase'), expired at 5:00 p.m. (New York City time) on 28 May 2025 (the 'Expiration Deadline'). The deadline for delivery of Existing Notes tendered according to the guaranteed delivery procedures, as described in the Offer to Purchase is 5:00 p.m. (New York City time) on 29 May 2025. Capitalised terms used in this announcement but not defined have the meanings given to them in the Offer to Purchase. The Company announces that US$464,278,000 aggregate principal amount of Existing Notes were validly tendered and not withdrawn at or prior to the Expiration Deadline and will be accepted for purchase by the Company. These amounts include US$214,000 aggregate principal amount of Existing Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, the purchase of which by the Company remains subject to the Noteholders' performance of the delivery requirements under such procedures. Description of Existing Notes 144A CUSIP/ISIN Regulation S CUSIP / ISIN Aggregate Principal Amount Accepted(1) Principal Amount Outstanding Following Completion of the Offer(1) Purchase Price(2) US$500,000,000 5.000% Senior Notes due 2026 29261HAA3 / US29261HAA32 G3R41AAA4 / USG3R41AAA47 US$464,278,000 US$35,722,000 100.00% (equivalent to US$1,000 per US$1,000) in principal amount of Existing Notes (1) Assumes that all Existing Notes tendered pursuant to the guaranteed delivery procedures are delivered to the Information and Tender Agent at or prior to 5:00 p.m., New York City time, on 29 May 2025 and otherwise in accordance with the notice of guaranteed delivery. (2) Per US$1,000 principal amount of Existing Notes accepted for purchase and excluding Accrued Interest. The New Financing Condition to the Tender Offer has been satisfied and the Company will pay the applicable Purchase Price with respect to Existing Notes accepted for purchase promptly after the Expiration Deadline, on the settlement date which is expected to be 30 May 2025 (the 'Settlement Date'). In addition, holders of Existing Notes accepted for purchase in the Tender Offer will be paid a cash amount equal to accrued and unpaid interest from the last interest payment date up to, but excluding, the Settlement Date ('Accrued Interest'). Existing Notes purchased in the Tender Offer will be retired and cancelled. Any Existing Notes not tendered or accepted for purchase pursuant to the Tender Offer will continue to accrue interest in accordance with the Indenture of the Existing Notes. Following completion of the Tender Offer, the Company expects to exercise its right under the Existing Notes to redeem in full the remaining Existing Notes not tendered pursuant to the Tender Offer, at the Purchase Price paid to the tendering Noteholders. Nothing in this announcement constitutes a notice of redemption pursuant to the Indenture. DISCLAIMER This announcement must be read in conjunction with the Offer to Purchase. If you are in any doubt as to the contents of this announcement or the Offer to Purchase or the action you should take, you are recommended to seek your own financial, regulatory, tax and legal advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. None of the Company, the Dealer Managers or the Information and Tender Agent is providing Noteholders with any legal, business, tax or other advice in this announcement or the Offer to Purchase. None of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Tender Offer, the Company, any of its affiliates or the notes contained in this announcement, the Offer to Purchase or the New Notes or Existing Notes or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of such information. OFFER AND DISTRIBUTION RESTRICTIONS The New Notes issued in connection with the Offering have not been and will not be registered under the US Securities Act of 1933 or the securities laws of any other jurisdiction. Securities may not be offered in the United States absent registration or an exemption from registration. No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities. The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ('EEA'). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the 'Insurance Distribution Directive'), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the 'Prospectus Regulation'). No key information document required by Regulation (EU) No 1286/2014 (as amended, the 'PRIIPs Regulation') for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared. Offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the 'UK'). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, 'FSMA') and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No. 1286/2014 as it forms part of domestic law by virtue of the EUWA (as amended the 'UK PRIIPs Regulation') for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared, and therefore, offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. MiFID II professionals / ECPs-only / No PRIIPs KID – Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). This announcement is being distributed to, and is directed at, only persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the 'Financial Promotion Order'), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, partnerships or high value trusts etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the Financial Services and Markets Act 2000 (the 'FSMA') in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as 'Relevant Persons'). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, Relevant Persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so. The New Notes have not been nor will they be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the New Notes in Canada will be made on a basis which is exempt from the prospectus requirements of Canadian securities laws and the New Notes will be subject to 'hold period' resale restrictions under applicable Canadian securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by each of the Company, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by the Dealer Managers or by the Company. CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION This announcement contains 'forward-looking statements' within the meaning of applicable securities laws. All statements, other than statements of historical fact, are 'forward-looking statements', including but not limited to, statements with respect to the Company's intentions with regards to any offering of the New Notes. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'anticipate,' 'expect,' 'suggests,' 'plan,' 'believe,' 'intend,' 'estimates,' 'targets,' 'projects,' 'forecasts,' 'should,' 'could,' 'would,' 'may,' 'will' and other similar expressions or, in each case, their negative or other variations or comparable terminology and similar expressions. Forward-looking statements, while based on management's reasonable estimates, projections and assumptions at the date the statements are made, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Please refer to the Company's most recent Annual Information Form filed under its profile at for further information respecting the risks affecting the Company, its subsidiaries and its business. These forward-looking statements speak only as of the date of this announcement. Except as required by applicable law and regulation, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. ABOUT ENDEAVOUR MINING PLC Endeavour Mining is one of the world's top gold miners and one of the largest gold producers in West Africa, with operating assets across Senegal, Côte d'Ivoire and Burkina Faso and a strong portfolio of advanced development projects and exploration assets in the highly prospective Birimian Greenstone Belt across West Africa. A member of the World Gold Council, Endeavour is committed to the principles of responsible mining and delivering sustainable value to its employees, stakeholders and the communities where it operates. Endeavour is admitted to listing and to trading on the London Stock Exchange and the Toronto Stock Exchange, under the symbol EDV. Neither the Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this press release. CONTACT INFORMATION For Investor Relations enquiries: For Media enquiries: Jack Garman Brunswick Group LLP in London Vice President of Investor Relations Carole Cable, Partner +442030112723 +442074045959 investor@ ccable@ Attachment 250529 - NR - Tender offer results announcement
Business Wire
27-05-2025
- Business
- Business Wire
Dine Brands Global, Inc. Announces Intention to Refinance Its Series 2019-1 Class A-2-II Fixed Rate Senior Secured Notes and Its Series 2022-1 Class A-1 Variable Funding Senior Notes Through a Securitization
PASADENA, Calif.--(BUSINESS WIRE)--Dine Brands Global, Inc. (NYSE: DIN) ('Dine Brands' or the 'Corporation'), the parent company of Applebee's Neighborhood Grill + Bar®, IHOP® restaurants and Fuzzy's Taco Shop®, today announced its intention to refinance its Series 2019-1 Class A-2-II, Fixed Rate Senior Secured Notes (the '2019-1 Refinancing Notes') and to refinance its Series 2022-1 Class A-1, Variable Funding Senior Notes (the '2022-1 Refinancing Notes', together with the 2019-1 Refinancing Notes, the 'Existing Notes'). The Series 2023-1 Class A-2, Fixed Rate Senior Secured Notes are not proposed to be refinanced at this time. As of March 31, 2025, the principal balance of the 2019-1 Refinancing Notes was approximately $594 million and the remaining availability of the 2022-1 Refinancing Notes (which have a maximum outstanding principal amount of $325 million) was $224 million, with $100 million used for outstanding loan borrowings and $1 million pledged against the 2022-1 Refinancing Notes for outstanding letters of credit. As of March 31, 2025, there was $500 million outstanding under the Series 2023-1 Class A-2, Fixed Rate Senior Secured Notes. Dine Brands intends to replace the Existing Notes with a new securitized financing facility. The net proceeds of the sale of the notes in connection with the new securitized financing facility would be used for repayment of the Existing Notes, transaction costs associated with the refinancing and general corporate purposes. There can be no assurance regarding the timing of a refinancing transaction, the interest rate at which the Existing Notes would be refinanced, or that a refinancing transaction will be completed. The New Notes are being sold to qualified institutional buyers in the United States in accordance with Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'), and to persons outside the United States in accordance with Regulation S under the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy the New Notes or any other security, nor shall there be any offer, solicitation or sale of the New Notes or any other security in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful. About Dine Brands Global, Inc. Based in Pasadena, California, Dine Brands Global, Inc. (NYSE: DIN) ('Dine Brands'), through its subsidiaries, franchises restaurants under both the Applebee's Neighborhood Grill + Bar®, IHOP® and Fuzzy's Taco Shop® brands. As of March 31, 2025, these three brands consisted of over 3,500 restaurants across 19 international markets. Dine Brands is one of the largest full-service restaurant companies in the world and in 2022 expanded into the Fast Casual segment. For more information on Dine Brands, visit the Company's website located at Forward-Looking Statements Statements contained in this press release may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these forward-looking statements by words such as 'may,' 'will,' 'would,' 'should,' 'could,' 'expect,' 'anticipate,' 'believe,' 'estimate,' 'intend,' 'plan,' 'goal' and other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from those expressed or implied in such statements. These factors include, among other things: general economic conditions, including the impact of inflation, particularly as it may impact our franchisees directly; our level of indebtedness; compliance with the terms of our securitized debt; our ability to refinance our current indebtedness or obtain additional financing; our dependence on information technology; potential cyber incidents; the implementation of corporate strategies, including restaurant development plans; our dependence on our franchisees; the concentration of our Applebee's franchised restaurants in a limited number of franchisees; the financial health of our franchisees, including any insolvency or bankruptcy; credit risks from our IHOP franchisees operating under our previous IHOP business model in which we built and equipped IHOP restaurants and then franchised them to franchisees; insufficient insurance coverage to cover potential risks associated with the ownership and operation of restaurants; our franchisees' and other licensees' compliance with our quality standards and trademark usage; general risks associated with the restaurant industry; potential harm to our brands' reputation; risks of food-borne illness or food tampering; possible future impairment charges; trading volatility and fluctuations in the price of our stock; our ability to achieve the financial guidance we provide to investors; successful implementation of our business strategy; the availability of suitable locations for new restaurants; shortages or interruptions in the supply or delivery of products from third parties or availability of utilities; the management and forecasting of appropriate inventory levels; development and implementation of innovative marketing and use of social media; changing health or dietary preference of consumers; changes in U.S. government regulations and trade policies, including the imposition of tariffs and other trade barriers; risks associated with doing business in international markets; the results of litigation and other legal proceedings; third-party claims with respect to intellectual property assets; delivery initiatives and use of third-party delivery vendors; our allocation of human capital and our ability to attract and retain management and other key employees; compliance with federal, state and local governmental regulations; risks associated with our self-insurance; risks of major natural disasters, including earthquake, wildfire, tornado, flood or a man-made disaster, including terrorism, civil unrest or a cyber incident; risks of volatile and adverse weather conditions as a result of climate change; pandemics, epidemics or other serious incidents; our success with development initiatives outside of our core business; the adequacy of our internal controls over financial reporting and future changes in accounting standards; changes in tax laws; failure to meet investor and stakeholder expectations regarding business responsibility matters; and other factors discussed from time to time in the Corporation's Annual and Quarterly Reports on Forms 10-K and 10-Q and in the Corporation's other filings with the Securities and Exchange Commission. The forward-looking statements contained in this release are made as of the date hereof and the Corporation does not intend to, nor does it assume any obligation to, update or supplement any forward-looking statements after the date hereof to reflect actual results or future events or circumstances. FBN-R
Yahoo
20-05-2025
- Business
- Yahoo
Punch Finance plc Proposed offering of £640,000,000 Senior Secured Notes due 2030
NOT FOR DISTRIBUTION IN OR INTO, DIRECTLY OR INDIRECTLY, AUSTRALIA, CANADA OR JAPAN BURTON UPON TRENT, England, May 20, 2025 /PRNewswire/ -- Punch Finance plc (the "Issuer"), a public limited company incorporated under the laws of England and Wales, announces today that it intends to issue and offer (the "Offering") £640,000,000 aggregate principal amount of senior secured notes due 2030 (the "Notes"), subject to market conditions and demand. The Issuer intends to use the gross proceeds of the Offering to (i) pay the consideration for its £600,000,000 6.125% senior secured notes due 2026 issued on 24 June 2021 (the "Existing Notes") tendered in the concurrent tender offer (the "Existing Notes Tender") and, to the extent the proceeds of the Offering exceed the aggregate principal amount of Existing Notes so purchased, hold the excess temporarily as cash on balance sheet and apply these towards the redemption of the remainder of the Existing Notes not tendered in the Existing Notes Tender on or about 30 June 2025 at a redemption price equal to 100.0% of principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date, pursuant to the optional redemption provisions of the Existing Notes; (ii) repay in full its outstanding borrowings under the Super Senior Revolving Facilities (as defined below); and (iii) to pay estimated fees and expenses incurred in connection with the Offering. Concurrent with the Offering, the Issuer intends to enter into an amendment and restatement agreement, in respect of its existing super senior revolving credit facilities agreement originally dated 24 June 2021 (the "Super Senior Revolving Facilities Agreement"), which will amend and extend the Super Senior Revolving Facilities Agreement. The amendment and extension will be effective upon the completion of the Offering. In addition, the Issuer expects to increase the amount available under the Super Senior Revolving Facilities Agreement by an aggregate principal amount of £15,000,000 (the "Super Senior Revolving Facilities Upsize") such that total commitments under the Super Senior Revolving Facilities Agreement will be £85,000,000 (the "Super Senior Revolving Facilities"). The Super Senior Revolving Facilities Upsize will be subject to certain customary conditions, including the completion of the Offering. Application will be made to The International Stock Exchange Authority Limited for the listing of and permission to deal in the Notes on the Official List of The International Stock Exchange. DISCLAIMER The Notes and the guarantees thereof will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the Notes will be offered in the United States only to qualified institutional buyers in reliance on Rule 144A and to persons outside the United States in reliance of Regulation S under the Securities Act. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II") or (ii) a customer within the meaning of Directive 2016/97/EU (as amended) (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. In member states of the EEA, this announcement and any offer of the Notes referred to herein in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes referred to herein. Accordingly, any person making or intending to make an offer in a member state of Notes which are the subject of the offering contemplated may only do so in circumstances in which no obligation arises for the Issuer or any of the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer nor the initial purchasers have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or the initial purchasers to publish a prospectus for such offer. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129. The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. UK MIFIR product governance/professional investors and ECPs only target market: Solely for the purposes of the product approval process of any relevant initial purchaser that considers itself a manufacturer pursuant to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") (each a "UK Manufacturer" and, together, the "UK Manufacturers"), the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "UK distributor") should take into consideration the UK Manufacturers' target market assessment; however, a UK distributor subject to the UK MiFIR Product Governance Rules is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the UK Manufacturers' target market assessment) and determining appropriate distribution channels. In the UK, this announcement and any offer of the Notes referred to herein in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes referred to herein. Accordingly, any person making or intending to make an offer in the UK of Notes which are the subject of the offering contemplated may only do so in circumstances in which no obligation arises for the Issuer or any of the initial purchasers to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer nor the initial purchasers have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or the initial purchasers to publish a prospectus for such offer. The expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. This communication is being distributed only to, and is directed at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order") (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) are outside the UK or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue and sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Neither the content of this website nor any website accessible by hyperlinks on this website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement contains inside information within the meaning of Regulation (EU) No 596/2014 of 16 April 2014 on market abuse ("MAR") and MAR as it forms part of UK domestic law by virtue of the EUWA. This announcement may include projections and other "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of the Issuer about future events and financial performance. The use of any of the words "expect," "anticipate," "continue," "will," "project," "should," "believe," "plans," "intends" and similar expressions are intended to identify forward-looking information or statements. Although the Issuer believes that the expectations and assumptions on which such forward-looking statements and information are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Issuer can give no assurance that such statements and information will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. The forward-looking statements and information contained in this announcement are made as of the date hereof and the Issuer undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. INFORMATION AND TENDER AGENT D.F. King Ltd.51 Lime StreetLondon EC3M 7DQTelephone: +44 20 7920 9700Attention: Debt TeamEmail: Punchfinance@ View original content: SOURCE Punch Finance plc 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
