Latest news with #OffertoPurchase
Yahoo
an hour ago
- 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 Holders of the Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer, will receive the Total Consideration of U.S.$930.00 per $1,000 principal amount of the Notes, plus any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
Cision Canada
02-06-2025
- Business
- Cision Canada
FRONTERA ENERGY CORPORATION ANNOUNCES INCREASE IN CONSIDERATION AND MAXIMUM TENDER AMOUNT, AND AMENDMENT TO CERTAIN OTHER TERMS OF THE TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 7.875% SENIOR NOTES DUE 2028
TORONTO, June 2, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) (the " Company" or " Frontera") hereby announces the changes set forth below to the Company's previously announced cash tender offer (the "Offer") and consent solicitation (the "Solicitation") of its outstanding 7.875% Senior Notes due 2028 (the "Notes"), made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated as of May 9, 2025 (as amended prior to the date hereof, the " Offer to Purchase"). Capitalized terms used but not defined in this press release have the meaning set forth in the Offer to Purchase. As of May 30, 2025, Holders of U.S.$124,134,000 aggregate principal amount of the Notes had either tendered their Notes or provided their standalone Consents in the Offer and the Solicitation, as follows: (i) Holders of U.S.$73,266,000 aggregate principal amount of the Notes had tendered their Notes; and (ii) Holders of U.S.$50,868,000 aggregate principal amount of the Notes had delivered their standalone Consents. Summary of the amendments to the Offer and Solicitation: The Maximum Tender Amount will be increased from U.S.$65 million to U.S.$80 million (the " Amended Maximum Tender Amount"). The Consent Payment for consents validly delivered at or prior to 5:00 p.m, New York City time, on June 9, 2025 (the " Extended Early Tender Date and Consent Deadline") will be increased from U.S.$15.00 for each U.S.$1,000 principal amount of Notes to an aggregate amount of U.S.$8 million, to be divided pro rata among all tendering and consenting Holders (the " Amended Consent Payment") in the Offer and Solicitation in aggregate. Based on the percentage of the aggregate principal amount of Notes (i) that are validly tendered pursuant to the Offer and (ii) in respect of which standalone Consents are delivered pursuant to the Solicitation, the pro rata Amended Consent Payment will be approximately between U.S.$20.70 and U.S.$41.50 per U.S.$1,000 principal amount of Notes. The consideration for each U.S.$1,000 principal amount of Notes validly tendered at or prior to the Extended Early Tender Date and Consent Deadline, and accepted for purchase pursuant to the Offer, will be increased from U.S.$700.00 to U.S.$720.00 (the " Amended Tender Consideration"). Additionally, the Amended Tender Consideration will be modified such that Holders that validly tender their Notes and deliver their Consents at or prior to the Extended Tender Date and Consent Deadline and whose Notes are accepted for purchase will receive both the Amended Tender Consideration and the Amended Consent Payment. Holders who (i) validly tender their Notes at or prior to the Extended Tender Date and Consent Deadline, but whose Notes are not accepted for purchase due to oversubscription of the Offer and (ii) validly deliver Consents but do not validly tender their Notes at or prior to the Extended Tender Date and Consent Deadline, will only receive a pro-rata share of the Amended Consent Payment. For illustrative purposes only, the table below sets forth the approximate Amended Tender Consideration and Amended Consent Payment, as the case may be, that each Holder whose Notes are accepted for purchase pursuant to the Offer and/or who validly delivers its Consent pursuant to the Solicitation will be entitled to receive, subject to the terms and conditions of the Offer and the Solicitation, assuming certain overall participation scenarios: __________ (1) To be divided pro-rata among all tendering or consenting holders. (2) Per U.S.$1,000 principal amount of Notes. This is the approximate pro rata share of the Amended Consent Payment expected to be payable to each tendering or consenting Holder. U.S.$6 million principal amount of Notes held by the Company and U.S.$8 million principal among of Notes held by the Catalyst Funds (as defined below) shall be excluded from purposes of calculating the Requisite Consents and the pro rata share of the Amended Consent Payment.. (3) Per U.S.$1,000 principal amount of Notes. This is the approximate pro rata share of the Amended Consent Payment expected to be payable to each tendering or consenting Holder. U.S.$6 million principal amount of Notes held by the Company and U.S.$8 million principal among of Notes held by the Catalyst Funds (as defined below) shall be excluded from purposes of calculating the Requisite Consents and the pro rata share of the Amended Consent Payment. 4. The treatment of minimum authorized denomination and the acceptance of tenders in the event that the Amended Tender Amount is oversubscribed will be as follows: Subject to the Amended Maximum Tender Amount, if the principal amount of Notes, after applying proration, results in (i) an acceptance of Notes in a principal amount of less than U.S.$200,000 and/or (ii) Notes in a principal amount of less than U.S.$200,000 being returned to the applicable Holder, the Company will accept the relevant electronic tender instruction in full. Holders who (i) validly tendered and did not validly withdraw their Notes at or prior to 5:00 p.m., New York city time, on May 23, 2025 (the " Original Early Tender Date and Consent Deadline") and (ii) validly tender their Notes after the Original Early Tender Date and Consent Deadline but at or prior to the Extended Early Tender Date and Consent Deadline, and, in each case, whose Notes are accepted for purchase pursuant to the Offer, will be eligible to receive (a) both the Amended Tender Consideration and the Amended Consent Payment with respect to their Notes, subject to proration and certain conditions as set forth in the Offer to Purchase, and (b) accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Tender Settlement Date (as defined below). There will be no Total Consideration, Tender Offer Consideration or Consent Payment (as each of such terms is defined in the Offer to Purchase). The amount of Notes that may be purchased in the Offer is subject to the Amended Maximum Tender Amount. Tendered Notes will be subject to proration, with the proration factor depending on the aggregate principal amount of Notes validly tendered at or prior to the Extended Early Tender Date and Consent Deadline. For the avoidance of doubt, all Notes tendered after the Original Early Tender Date and Consent Deadline and at or prior to the Extended Early Tender Date and Consent Deadline will be prorated equally in conjunction with all Notes tendered at or prior to the Original Early Tender Date and Consent Deadline. Pursuant to the terms of the Offer, Holders may not tender their Notes without delivering their Consents to the Proposed Amendments to the Indenture governing the Notes. Holders who (i) validly delivered and did not validly revoke their Consents at or prior to the Original Early Tender Date and Consent Deadline and (ii) validly deliver their Consents after the Original Early Tender Date and Consent Deadline but at or prior to the Extended Early Tender Date and Consent Deadline, will be eligible to receive the Amended Consent Payment, irrespective of whether or not they tendered their Notes. All the amendments to the Offer and the Solicitation set forth herein are for the benefit of the Holders. Any Notes validly tendered or Consents validly delivered after the Withdrawal Deadline, which occurred at 5:00 p.m., New York City time, on May 23, 2025, may not be withdrawn. Consummation of the Offer and the Solicitation and payment for the Notes tendered and Consents delivered is subject to the satisfaction of certain conditions set forth in the Offer to Purchase, including obtaining the Requisite Consents to the Proposed Amendments under the Indenture governing the Notes. Except for the Financing Condition, these conditions have not yet been satisfied in full, and the Company has the right, in its sole discretion, to amend or terminate the Offer and/or the Solicitation at any time, and settlement for all Notes tendered and consents delivered at or prior to the Extended Early Tender Date and Consent Deadline is contingent on the satisfaction or waiver of these conditions. Settlement for the Notes validly tendered (and not validly withdrawn) and for Consents validly delivered (and not validly revoked) in each case, at or prior to the Extended Early Tender Date and Consent Deadline, up to the Amended Maximum Tender Amount, is expected to occur on June 11, 2025 (the " Tender Settlement Date"), subject to the satisfaction or waiver of the conditions referred to above. The Company reserves the right to further increase or decrease the Amended Maximum Tender Amount at its reasonable discretion, although no assurance can be given that the Amended Maximum Tender Amount will be further increased or decreased. Settlement of all tendered Notes will be subject to proration as set forth herein and in the Offer to Purchase. Unless otherwise amended as expressly described above in this press release, the terms and conditions of the Offer to Purchase remain the same. The terms and conditions of the Offer and the Solicitation are described in the Offer to Purchase, as supplemented and amended by this announcement. The Offer and the Solicitation are made by, and pursuant to the terms of, the Offer to Purchase, as supplemented and amended by this announcement, and the information in this announcement is qualified by reference to the Offer to Purchase. Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. are acting as dealer managers for the Offer and solicitation agents for the Solicitation (the " Dealer Managers and Solicitation Agents"). The information and tender agent is Morrow Sodali International LLC, trading as Sodali & Co (the " Information and Tender Agent"). Requests for documentation should be directed to the Information and Tender Agent at the offer website: Questions regarding the Offer or the Solicitation should be directed to the Dealer Managers and Solicitation Agents at (212) 723-6106 (for Citigroup) or (212) 710-6749 (for Itaú BBA). This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer and the Solicitation are being made only pursuant to the Offer to Purchase. None of the Company, the Dealer Managers and Solicitation Agents or the Information and Tender Agent makes any recommendation as to whether Holders should tender or refrain from tendering their Notes or delivering their Consents. Holders must make their own decision as to whether to tender Notes (and, if so, the principal amount of Notes to tender) and/or deliver Consents. Based on publicly available information, The Catalyst Capital Group Inc., which manages funds (the " Catalyst Funds") that hold approximately 40.97% of the common shares of the Company, exercises control or direction over U.S.$8 million principal amount of the Notes. As a result of the holdings of the Catalyst Funds, the Offer and the Solicitation are "related party transactions" of the Company as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators (" MI 61-101"). The Offer and the Solicitation will be exempt from the valuation and minority approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(a) of MI 61-101, respectively. The material change report dated May 15, 2025, filed by the Company in connection with the Offer and the Solicitation contains additional disclosure required under MI 61-101. The Company holds U.S.$6 million principal amount of the Notes. The Notes held by the Company are not subject to the Offer or the Solicitation. The Notes held by the Company and the Catalyst Funds will not be considered outstanding for purposes of calculating the Requisite Consents to the Proposed Amendments. About Frontera: Frontera Energy Corporation is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of oil and natural gas in South America, including strategic investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets which consists of interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and in pipeline and port facilities in Colombia. Frontera's common shares are listed for trading in the Toronto Stock Exchange under the ticker symbol "FEC." The Company is committed to conducting business safely and in a socially and environmentally responsible manner. This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the timing and terms of the Offer and Solicitation) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: failure to meet all conditions of the Offer and Solicitation (including the receipt of the Requisite Consents); level of participation in the Offer and Solicitation; the newly imposed U.S. trade tariffs affecting over 50 countries and escalating tensions with China; the impact of the Russia-Ukraine conflict and conflict in the Middle East; actions of the Organization of Petroleum Exporting Countries (OPEC+); liabilities inherent with the exploration, development, exploitation and reclamation of oil and natural gas; uncertainty of estimates of capital and operating costs, production estimates and estimated economic return; uncertainties associated with estimating oil and natural gas reserves; failure to establish estimated resources or reserves; volatility in market prices for oil and natural gas; fluctuation in currency exchange rates; inflation; changes in equity markets; perceptions of the Company's prospects and the prospects of the oil and gas industry in Colombia and other countries where the Company operates or has investments; uncertainties relating to the availability and costs of financing needed in the future; the Company's ability to complete strategic initiatives or transactions to enhance the value of its securities and the timing thereof; the Company's ability to access additional financing; the ability of the Company to maintain its credit ratings; the ability of the Company to meet its financial obligations and minimum commitments, fund capital expenditures and comply with covenants contained in the agreements that govern indebtedness; political developments in the countries where the Company operates; the uncertainties involved in interpreting drilling results and other geological data; timing on receipt of government approvals; the inability of the Company to reach an agreement with the Government of Guyana in respect of the Company and its joint venture partner's interests in, and the petroleum prospecting license for, the Corentyne block; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 10, 2025 filed on SEDAR+ at Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
Cision Canada
26-05-2025
- Business
- Cision Canada
FRONTERA ENERGY CORPORATION ANNOUNCES EARLY TENDER DATE RESULTS AND EXTENSION OF THE EARLY TENDER DATE AND CONSENT DEADLINE OF THE TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 7.875% SENIOR NOTES DUE 2028
TORONTO, May 26, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) (the " Company" or " Frontera") today announced that, as of 5:00 p.m., New York City time, on May 23, 2025 (the " Early Tender Date and Consent Deadline"), holders of U.S.$124,134,000 aggregate principal amount of its outstanding 7.875% Senior Secured Notes due 2028 (the " Notes"), had either tendered their Notes or provided their standalone Consents in the Company's previously announced cash tender offer (the " Offer") and consent solicitation (the " Solicitation"), made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated as of May 9, 2025 (the " Offer to Purchase"). Capitalized terms used but not defined in this press release have the meaning set forth in the Offer to Purchase. As of the Early Tender Date and Consent Deadline, the Requisite Consents to the Proposed Amendments have not yet been received. The Company hereby announces that it is extending the Early Tender Date and Consent Deadline (originally set at 5:00 p.m., New York City time, on May 23, 2025), until 5:00 p.m., New York City time, on June 9, 2025 (the "Extended Early Tender Date and Consent Deadline"), which will be the same date and time as the Expiration Time. Withdrawal rights for the Offer and the Solicitation expired at 5:00 p.m., New York City time, on May 23, 2025 (the " Withdrawal Deadline"). Notes that have been validly tendered and not validly withdrawn, and consents that have been validly delivered and not validly revoked, at or prior to the Withdrawal Deadline cannot be withdrawn, except as may be required by applicable law. Holders who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Date and Consent Deadline are eligible to receive the Total Consideration with respect to their Notes, which includes the Early Tender and Consent Payment, as described and subject to the conditions set forth in the Offer to Purchase, and accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Final Settlement Date (as defined below). Holders who validly tender their Notes at or prior to the Extended Early Tender Date and Consent Deadline and whose Notes are accepted for purchase pursuant to the Offer will also be eligible to receive the Total Consideration, and accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Final Settlement Date. There will be no separate Tender Offer Consideration. Any Notes validly tendered or consents validly provided on or after the Withdrawal Deadline may not be withdrawn. Consummation of the Offer and the Solicitation and payment for the Notes tendered and consents delivered is subject to the satisfaction or waiver of conditions set forth in the Offer to Purchase. These conditions have not yet been satisfied in full, and the Company has the right, in its sole discretion, to amend or terminate the Offer and/or the Solicitation at any time, and settlement for all Notes tendered and consents delivered at or prior to the Extended Early Tender Date and Consent Deadline is contingent on the satisfaction or waiver of these conditions. Notwithstanding the above, the Financing Condition has been satisfied, as announced by the Company on May 14, 2025. There will be no Early Settlement Date. Settlement for the Notes validly tendered (and not validly withdrawn) at or prior to the Extended Early Tender Date and Consent Deadline, up to the Maximum Tender Amount, is expected to occur on June 11, 2025 (the " Final Settlement Date"), subject to the satisfaction or waiver of the conditions referred to above. The Company reserves the right to increase or decrease the Maximum Tender Amount at its reasonable discretion, although no assurance can be given that the Maximum Tender Amount will be increased or decreased. Settlement of all tendered Notes will be subject to proration as set forth in the Offer to Purchase. For the avoidance of doubt, all Notes tendered after the Early Tender Date and Consent Deadline and at or prior to the Extended Early Tender Date and Consent Deadline will be prorated equally in conjunction with all Notes tendered at or prior to the Early Tender Date and Consent Deadline. Settlement for the consents validly delivered (and not validly revoked) without tendering Notes at or prior to the Extended Early Tender and Consent Deadline, is expected to occur on June 11, 2025 (the " Solicitation Settlement Date"), which is the same date as the Final Settlement Date. Unless otherwise amended as expressly described above in this press release, the terms and conditions of the Offer to Purchase remain the same. The terms and conditions of the Offer and the Solicitation are described in the Offer to Purchase, as supplemented and amended by this announcement. The Company's obligations to accept any Notes validly tendered and not validly withdrawn and to pay the Total Consideration for them, and the conditions to such obligations are set forth in the Offer to Purchase, as supplemented and amended by this announcement. The Offer and the Solicitation are made by, and pursuant to the terms of, the Offer to Purchase, and the information in this announcement is qualified by reference to the Offer to Purchase. Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. are acting as dealer managers for the Offer and solicitation agents for the Solicitation (the " Dealer Managers and Solicitation Agents"). The information and tender agent is Morrow Sodali International LLC, trading as Sodali & Co (the " Information and Tender Agent"). Requests for documentation should be directed to the Information and Tender Agent at the offer website: Questions regarding the Offer or the Solicitation should be directed to the Dealer Managers and Solicitation Agents at (212) 723-6106 (for Citigroup) or (212) 710-6749 (for Itaú BBA). This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer and the Solicitation are being made only pursuant to the Offer to Purchase. None of the Company, the Dealer Managers and Solicitation Agents or the Information and Tender Agent makes any recommendation as to whether holders should tender or refrain from tendering their Notes or delivering their consents. Holders must make their own decision as to whether to tender Notes (and, if so, the principal amount of Notes to tender) and/or deliver consents. Based on publicly available information, The Catalyst Capital Group Inc., which manages funds (the " Catalyst Funds") that hold approximately 40.97% of the common shares of the Company, exercises control or direction over U.S.$8 million principal amount of the Notes. The Company holds U.S.$6 million principal amount of the Notes. The Notes held by the Company are not subject to the Offer or the Solicitation. The Notes held by the Company and the Catalyst Funds will not be considered outstanding for purposes of calculating the Requisite Consents to the Proposed Amendments. About Frontera: Frontera Energy Corporation is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of oil and natural gas in South America, including strategic investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets which consists of interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and in pipeline and port facilities in Colombia. Frontera's common shares are listed for trading in the Toronto Stock Exchange under the ticker symbol "FEC." The Company is committed to conducting business safely and in a socially and environmentally responsible manner. Cautionary Note Concerning Forward-Looking Statements This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the timing and terms of the Offer and Solicitation) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: failure to meet all conditions of the Offer and Solicitation (including the receipt of the Requisite Consents); level of participation in the Offer and Solicitation; the newly imposed U.S. trade tariffs affecting over 50 countries and escalating tensions with China; the impact of the Russia-Ukraine conflict and conflict in the Middle East; actions of the Organization of Petroleum Exporting Countries (OPEC+); liabilities inherent with the exploration, development, exploitation and reclamation of oil and natural gas; uncertainty of estimates of capital and operating costs, production estimates and estimated economic return; uncertainties associated with estimating oil and natural gas reserves; failure to establish estimated resources or reserves; volatility in market prices for oil and natural gas; fluctuation in currency exchange rates; inflation; changes in equity markets; perceptions of the Company's prospects and the prospects of the oil and gas industry in Colombia and other countries where the Company operates or has investments; uncertainties relating to the availability and costs of financing needed in the future; the Company's ability to complete strategic initiatives or transactions to enhance the value of its securities and the timing thereof; the Company's ability to access additional financing; the ability of the Company to maintain its credit ratings; the ability of the Company to meet its financial obligations and minimum commitments, fund capital expenditures and comply with covenants contained in the agreements that govern indebtedness; political developments in the countries where the Company operates; the uncertainties involved in interpreting drilling results and other geological data; timing on receipt of government approvals; the inability of the Company to reach an agreement with the Government of Guyana in respect of the Company and its joint venture partner's interests in, and the petroleum prospecting license for, the Corentyne block; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 10, 2025 filed on SEDAR+ at Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
Yahoo
14-05-2025
- Business
- Yahoo
Carlyle, SK Capital Partners and bluebird bio Amend Merger Agreement
Stockholders may elect to receive either $3.00 per share plus CVR of $6.84 per share in cash payable upon achievement of a net sales milestone or $5.00 per share with no CVR SOMERVILLE, Mass., May 14, 2025--(BUSINESS WIRE)--bluebird bio, Inc. (NASDAQ: BLUE) ("bluebird"), Carlyle (NASDAQ: CG) ("Carlyle") and SK Capital Partners, LP ("SK Capital") today announced they have amended their definitive agreement pursuant to which Carlyle and SK Capital will purchase all of the outstanding shares of bluebird. Under the terms of the amended agreement bluebird stockholders can elect to receive either (x) the original offer of $3.00 per share in cash plus a contingent value right ("CVR") of $6.84 per share in cash payable upon achievement of a net sales milestone or (y) $5.00 per share in cash. The amended offer price provides an alternative for stockholders who would prefer greater upfront cash consideration instead of the potential upside of the CVR. Any shares tendered for which no election is made will receive the original consideration of $3.00 per share in cash and a contingent value right per share. The bluebird board of directors unanimously approved the amended agreement and recommends that all stockholders immediately tender their shares in support of the transaction. The bluebird board of directors continues to believe that the transaction with Carlyle and SK Capital, as amended, represents the only viable option for stockholders to receive consideration for their shares. Absent a majority of stockholders tendering, bluebird is at significant risk of defaulting on its loan agreements with Hercules Capital, and it is extremely unlikely that stockholders would receive any consideration for their shares in a bankruptcy or liquidation. In connection with the amended agreement, the expiration date of the tender offer has been extended to expire at one minute after 11:59 p.m., New York City time, on May 29, 2025. Equiniti Trust Company, LLC, the depositary for the Offer, has advised that as of the close of business on May 13, 2025, approximately 2,281,724 shares of bluebird common stock have been validly tendered and not properly withdrawn pursuant to the Offer. Instructions for Stockholders: Stockholders that have previously tendered their shares and elect to receive the original offer of $3.00 per share plus a CVR do not need to re-tender their shares or take any other action in response to this extension Stockholders that have previously tendered their shares and wish to elect to receive $5.00 per share in cash must withdraw and re-tender their shares and complete and sign the letter of election and transmittal attached to the Offer to Purchase. Detailed instructions are available in the Offer to Purchase. Stockholders that hold shares of bluebird through a broker or other nominee may be subject to a processing cutoff that is prior to the tender deadline, so it is important to act now. Stockholders who need assistance with tendering their shares of bluebird may contact the Information Agent, Innisfree M&A Incorporated, by calling toll-free at (877) 825-8793. As previously announced on May 5, 2025, Carlyle and SK Capital have received all required regulatory approvals to complete the transaction, and all parties expect the transaction to be consummated promptly following the successful completion of the ongoing tender offer. About bluebird bio, Inc. Founded in 2010, bluebird has been setting the standard for gene therapy for more than a decade—first as a scientific pioneer and now as a commercial leader. bluebird has an unrivaled track record in bringing the promise of gene therapy out of clinical studies and into the real-world setting, having secured FDA approvals for three therapies in under two years. Today, we are proving and scaling the commercial model for gene therapy and delivering innovative solutions for access to patients, providers, and payers. With a dedicated focus on severe genetic diseases, bluebird has the largest and deepest ex-vivo gene therapy data set in the field, with industry-leading programs for sickle cell disease, ß-thalassemia, and cerebral adrenoleukodystrophy. We custom design each of our therapies to address the underlying cause of disease and have developed in-depth and effective analytical methods to understand the safety of our lentiviral vector technologies and drive the field of gene therapy forward. bluebird continues to forge new paths as a standalone commercial gene therapy company, combining our real-world experience with a deep commitment to patient communities and a people-centric culture that attracts and grows a diverse flock of dedicated birds. About Carlyle Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across its business and conducts its operations through three business segments: Global Private Equity, Global Credit and Carlyle AlpInvest. With $453 billion of assets under management as of March 31, 2025, Carlyle's purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle employs more than 2,300 people in 29 offices across four continents. Further information is available at Follow Carlyle on X @OneCarlyle and LinkedIn at The Carlyle Group. About SK Capital SK Capital is a transformational private investment firm with a disciplined focus on the life sciences, specialty materials, and ingredients sectors. The firm seeks to build resilient, sustainable, and growing businesses that create substantial long-term value. SK Capital aims to utilize its industry, operating, and investment experience to identify opportunities to transform businesses into higher performing organizations with improved strategic positioning, growth, and profitability, as well as lower operating risk. SK Capital's portfolio of businesses generates revenues of approximately $12 billion annually, employs more than 25,000 people globally, and operates more than 200 plants in over 30 countries. The firm currently has approximately $9 billion in assets under management. For more information, please visit Additional Information and Where to Find It This communication is not an offer to buy nor a solicitation of an offer to sell any securities of bluebird. The solicitation and the offer to buy shares of bluebird's common stock is only being made pursuant to the Tender Offer Statement on Schedule TO (as amended), including an offer to purchase, a letter of election and transmittal and other related materials, that Parent and Merger Sub filed with the SEC. In addition, bluebird filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (as amended) with respect to the tender offer. Investors may obtain a free copy of these materials and other documents filed by Parent, Merger Sub and bluebird with the SEC at the website maintained by the SEC at Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by (i) bluebird under the "Investors & Media" section of bluebird's website at or (ii) by Parent and Merger Sub by calling Innisfree M&A Incorporated, the information agent for the Offer, toll-free at (877) 825-8793 for stockholders or by calling collect at (212) 750-5833 for banks or brokers. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 OF BLUEBIRD AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER. View source version on Contacts Investors & Media Contacts Bluebird Investors: Courtney O'Leary(978) 621-7347coleary@ Media: Jess Rowlands(857) Carlyle Media: Brittany Berliner(212) SK Capital Ben Dillon(646)-278-1353bdillon@ 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
25-04-2025
- Business
- Yahoo
Orbia announces the commencement of cash tender offer and consent solicitation
MEXICO CITY, April 25, 2025--(BUSINESS WIRE)--Orbia Advance Corporation, S.A.B. de C.V. ("Orbia") (BMV: ORBIA*), announces that today, it launched an offer to purchase for cash (the "Tender Offer") any and all of the outstanding 1.875% Senior Notes due 2026 issued by Orbia (the "Notes"). The relevant consideration payment summary for the Notes is as follows: Notes Principal AmountOutstanding Reference Security(1) Bloomberg Referencepage Fixed Spread(basis points)(2) Early TenderPayment (3)(4) 2026 Notes U.S.$600,000,000 3.625% UST due 5/15/2026 FIT4 0 U.S.$30 (1) The applicable maturity date is May 11, 2026. (2) The Total Consideration for the Notes will be determined by reference to the Fixed Spread (as defined in the Offer to Purchase and Consent Solicitation Statement) plus the Reference Yield (as defined in the Offer to Purchase and Consent Solicitation Statement) based on the bid-side price of the applicable Reference Security (as defined in the Offer to Purchase and Consent Solicitation Statement) as displayed on the page on the Reference Page (as defined in the Offer to Purchase and Consent Solicitation Statement) at 10:00 a.m., New York City time, on the Price Determination Date (as defined in the Offer to Purchase and Consent Solicitation Statement). The formula for determining the Total Consideration for the Notes is set forth on the Offer to Purchase and Consent Solicitation Statement. (3) Per U.S.$1,000.00 principal amount of Notes validly tendered and accepted for purchase (and not validly withdrawn) prior to or at the Early Tender Date (as defined in the Offer to Purchase and Consent Solicitation Statement). (4) The Total Consideration for the Notes validly tendered prior to or at the Early Tender Date and accepted for purchase is inclusive of the Early Tender Payment. The Total Consideration for the Notes does not include the applicable Accrued Interest (as defined in the Offer to Purchase and Consent Solicitation Statement), which will be payable in addition to the applicable Total Consideration. The Tender Offer will expire at 5:00 p.m. New York City time on May 23, 2025, unless extended by Orbia in accordance with the terms and conditions of the Tender Offer. Orbia reserves the right, in its sole discretion, to cancel the Tender Offer at any time. Simultaneously with the Tender Offer, Orbia initiated a solicitation (the "Consent Solicitation") of consents (the "Consents") from holders of the Notes to effect certain proposed amendments (the "Proposed Amendments") to the indenture governing the Notes dated as of May 11, 2021, among Orbia, the guarantors and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), under which the Notes were issued (as amended and/or supplemented from time to time, the "Notes Indenture"). If Holders tender their Notes pursuant to the Tender Offer, they will also be providing Consents with respect to the Proposed Amendments with respect to such Notes. Holders may not tender their Notes in the Tender Offer without delivering their Consents pursuant to the Consent Solicitation. The valid tender of Notes by any Holder pursuant to the Tender Offer will be deemed to constitute the giving of a Consent by such Holder to the Proposed Amendments to the Notes Indenture. The Proposed Amendments would amend the Notes Indenture to permit satisfaction and discharge of the Notes at any time. Pursuant to the terms of the Notes Indenture, the Proposed Amendments require the written consent of holders of a majority in aggregate principal amount of outstanding Notes issued under the Notes Indenture (the "Requisite Consents"). If Orbia receives the Requisite Consents prior to or on the Early Tender Date, Orbia, the guarantors and the Trustee will execute the Supplemental Indenture containing the Proposed Amendments to the Notes Indenture. It should be noted that it is not possible to predict the outcome of the Tender Offer or the Consent Solicitation, as it depends on the decision of each holder of the Notes to participate or not to participate, the fulfillment of conditions, and Orbia's decision to accept the bids submitted. The Tender Offer and the Consent Solicitation are being made outside of Mexico exclusively under the terms and conditions set forth therein. This relevant event does not constitute a public offer to purchase or a solicitation of an offer to sell or purchase any securities of Orbia or its affiliates. This relevant event is not exhaustive of the terms and conditions of the Tender Offer. The Tender Offer is not being made to, nor will Orbia accept offers of Notes from holders in jurisdictions where the Tender Offer do not comply with the securities laws or state securities laws of such jurisdiction. Orbia makes no recommendation regarding the Tender Offer nor the Consent Solicitation. Neither the Offer to Purchase and Consent Solicitation Statement nor any documents related thereto have been or will be filed with, or have been or will be approved or reviewed by, any securities commission, including the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores), or any federal or state regulatory authority in any country. No authority has determined the accuracy or adequacy of the Offer to Purchase and Consent Solicitation Statement or any related documents, and it is illegal and may constitute a crime to make any statement to the contrary. The Notes have not been and will not be registered with the National Securities Registry (Registro Nacional de Valores) maintained by the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) and may not be publicly offered in Mexico. Holders of the Notes are advised to carefully read the Offer to Purchase and Consent Solicitation Statement or any related documents before making a decision regarding the Tender Offer or Consent Solicitation. About Orbia Orbia Advance Corporation, S.A.B. de C.V. and subsidiaries (the Company or Orbia) is a company driven by a shared purpose: to advance life around the world. Orbia operates in the Polymer Solutions (Vestolit and Alphagary), Building and Infrastructure (Wavin), Precision Agriculture (Netafim), Connectivity Solutions (Dura-Line) and Fluor & Energy Materials (Koura) operating segments. The five Orbia business groups have a collective focus on expanding access to health and well-being, reinventing the future of cities and homes, ensuring food, water and sanitation security, connecting communities to information and enabling the energy transition with basic and advanced materials, specialty products and innovative solutions. Orbia has a global team of over 23,000 employees, commercial activities in more than 100 countries and operations in over 50, with global headquarters in Boston, Mexico City, Amsterdam and Tel Aviv. The company generated $7.5 billion in revenue in 2024. Learn more at Prospective Information In addition to historical information, this press release contains "forward-looking" statements that reflect management's expectations for the future. The words "anticipate," "believe," "expect," "hope," "have the intention of," "might," "plan," "should" and similar expressions generally indicate comments on expectations. The forward-looking statements included in this press release are subject to a number of material risks and uncertainties, and our results may be materially different from current expectations due to factors, which include, but are not limited to, global and local changes in politics, economic factors, business, competition, market and regulatory factors, cyclical trends in relevant sectors as well as other factors affecting our operations, markets, products, services and prices that are highlighted under the title "Risk Factors" in the annual report submitted by Orbia to the Mexican National Banking and Securities Commission (CNBV) and available on our website at The forward-looking statements included herein represent Orbia's views as of the date of this press release. Orbia undertakes no obligation to revise or update publicly any forward-looking statement for any reason unless required by law. View source version on Contacts Investor Relations Diego EchaveVP, Investor RelationsT: +1 Media Kacy KarlenChief Communications OfficerT: +1 865 410 Sign in to access your portfolio
