Latest news with #ReferenceSecurity
Yahoo
3 days ago
- Business
- Yahoo
Global Partners LP Announces Cash Tender Offer for Any and All Outstanding 7.00% Senior Notes Due 2027
WALTHAM, Mass., June 10, 2025--(BUSINESS WIRE)--Global Partners LP (NYSE: GLP) ("Global") announced today that it has commenced a cash tender offer (the "offer") to purchase any and all of the outstanding 7.00% Senior Notes due 2027 (the "notes"), co-issued by Global and GLP Finance Corp. ("GLP Finance"), a wholly owned subsidiary of Global. The offer is made pursuant to an Offer to Purchase and a related Notice of Guaranteed Delivery, each dated June 10, 2025, which set forth the complete terms and conditions of the offer. Certain information regarding the notes and the terms of the offer is summarized in the table below. Title of Security CUSIPNumber(2) PrincipalAmountOutstanding U.S. TreasuryReference Security Bloomberg Reference Page Fixed Spread(basis points) 7.00% Senior Notes due 2027(1) 37954F AG9 $400,000,000 0.250% UST due 07/31/2025 FIT3 0 (1) The notes are callable at a redemption price of 100.000% of the principal amount thereof, plus accrued and unpaid interest, starting on August 1, 2025. (2) No representation is made as to the correctness or accuracy of the CUSIP number listed in this press release or printed on the notes. It is provided solely for the convenience of holders of the notes. The "Purchase Price" for each $1,000 principal amount of notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread specified above plus the yield based on the offer-side price of the U.S. Treasury Reference Security specified above as quoted on the Bloomberg Bond Trader FIT3 series of pages at 2:00 p.m., New York City time, on June 16, 2025, the date on which the offer is currently scheduled to expire. The Purchase Price will be based on a yield to August 1, 2025, the date of the next specified redemption price reduction under the indenture governing the notes, and assuming the notes are redeemed on August 1, 2025, at the specified redemption price for such date of 100.000% of the principal amount, as described in the Offer to Purchase. In addition to the Purchase Price, holders whose notes are purchased pursuant to the offer will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, the settlement date for the offer, which is expected to be June 23, 2025, assuming the offer is not extended or earlier terminated. The settlement date for any notes tendered pursuant to a Notice of Guaranteed Delivery is expected to be June 23, 2025, assuming the offer is not extended or earlier terminated. The offer is scheduled to expire at 5:00 p.m., New York City time, on June 16, 2025, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the "Expiration Time"). Tendered notes may be validly withdrawn at any time (i) prior to the earlier of (x) the Expiration Time and (y) if the offer is extended, the tenth business day after commencement of the offer, and (ii) after the 60th business day after the commencement of the offer if for any reason the offer has not been consummated within 60 business days after commencement. Holders of notes must validly tender and not validly withdraw their notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the consideration for their notes. Guaranteed deliveries will expire at 5:00 p.m., New York City time, on June 18, 2025, unless the Expiration Time is extended. There can be no assurance that any notes will be purchased. The offer is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous senior notes offering by Global and GLP Finance on terms and conditions satisfactory to Global. The offer is not conditioned on any minimum amount of notes being tendered. Global expects to pay for the notes purchased in the offer with the proceeds from the contemporaneous senior notes offering together with cash on hand, if necessary. To the extent the offer is completed but we purchase less than all of the notes in the offer, we intend to redeem any of the notes that remain outstanding on or about August 1, 2025. This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the notes. The offer may be amended, extended, terminated or withdrawn in Global's sole discretion. There is no assurance that the offer will be subscribed for in any amount. Global has retained J.P. Morgan Securities LLC to serve as the exclusive dealer manager for the offer and D.F. King & Co., Inc. to serve as the tender agent and information agent for the offer. Questions regarding the terms of the offer may be directed to J.P. Morgan Securities LLC, Liability Management Group, by calling (866) 834-4666 (toll-free) or (212) 834-7489 (collect). Requests for documents should be directed to D.F. King & Co., Inc. by calling (800) 848-3051 or, for banks and brokers, (212) 269-5550, or emailing GLP@ Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: Neither Global, the dealer manager, the depositary nor the information agent makes any recommendation to any holder whether to tender or refrain from tendering any or all of such holder's notes, and none of them have authorized any person to make any such recommendation. Holders are urged to evaluate carefully all information in the offer documents, consult their own investment and tax advisors and make their own decisions whether to tender notes. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes or any other securities. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any contemporaneous notes offering, nor shall there be any offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. About Global Partners LP Building on a legacy that began more than 90 years ago, Global Partners has evolved into a Fortune 500 company and industry-leading integrated owner, supplier, and operator of liquid energy terminals, fueling locations, and guest-focused retail experiences. Global operates or maintains dedicated storage at 54 liquid energy terminals—with connectivity to strategic rail, pipeline, and marine assets—spanning from Maine to Florida and into the U.S. Gulf States. Through this extensive network, the company distributes gasoline, distillates, residual oil, and renewable fuels to wholesalers, retailers, and commercial customers. In addition, Global owns, operates and/or supplies approximately 1,700 retail locations across the Northeast states, the Mid-Atlantic, and Texas, providing the fuels people need to keep them on the go at their unique guest-focused convenience destinations. Recognized as one of Fortune's Most Admired Companies, Global Partners is embracing progress and diversifying to meet the needs of the energy transition. Forward-Looking Statements Certain statements and information in this press release may constitute "forward-looking statements," including statements regarding the expected terms and timing of the senior notes offering and the cash tender offer and the intended use of proceeds from the senior notes offering. The words "believe," "expect," "anticipate," "plan," "intend," "foresee," "should," "would," "could" or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on Global's current expectations and beliefs concerning future developments and their potential effect on Global. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting Global will be those that it anticipates. Forward-looking statements involve significant risks and uncertainties (some of which are beyond Global's control) and assumptions that could cause actual results to differ materially from Global's historical experience and present expectations or projections. We believe these assumptions are reasonable given currently available information. The assumptions and future performance are subject to a wide range of business risks, uncertainties and factors, which are described in our filings with the Securities and Exchange Commission (the "SEC"). For additional information regarding known material factors that could cause actual results to differ from Global's projected results, please see Global's filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Global undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise. View source version on Contacts Gregory B. HansonChief Financial OfficerGlobal Partners LP(781) 894-8800 or Sean T. GearyChief Legal Officer and SecretaryGlobal Partners LP(781) 894-8800 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
Business Wire
3 days ago
- Business
- Business Wire
Global Partners LP Announces Cash Tender Offer for Any and All Outstanding 7.00% Senior Notes Due 2027
WALTHAM, Mass.--(BUSINESS WIRE)--Global Partners LP (NYSE: GLP) ('Global') announced today that it has commenced a cash tender offer (the 'offer') to purchase any and all of the outstanding 7.00% Senior Notes due 2027 (the 'notes'), co-issued by Global and GLP Finance Corp. ('GLP Finance'), a wholly owned subsidiary of Global. The offer is made pursuant to an Offer to Purchase and a related Notice of Guaranteed Delivery, each dated June 10, 2025, which set forth the complete terms and conditions of the offer. Certain information regarding the notes and the terms of the offer is summarized in the table below. (1) The notes are callable at a redemption price of 100.000% of the principal amount thereof, plus accrued and unpaid interest, starting on August 1, 2025. (2) No representation is made as to the correctness or accuracy of the CUSIP number listed in this press release or printed on the notes. It is provided solely for the convenience of holders of the notes. Expand The 'Purchase Price' for each $1,000 principal amount of notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread specified above plus the yield based on the offer-side price of the U.S. Treasury Reference Security specified above as quoted on the Bloomberg Bond Trader FIT3 series of pages at 2:00 p.m., New York City time, on June 16, 2025, the date on which the offer is currently scheduled to expire. The Purchase Price will be based on a yield to August 1, 2025, the date of the next specified redemption price reduction under the indenture governing the notes, and assuming the notes are redeemed on August 1, 2025, at the specified redemption price for such date of 100.000% of the principal amount, as described in the Offer to Purchase. In addition to the Purchase Price, holders whose notes are purchased pursuant to the offer will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, the settlement date for the offer, which is expected to be June 23, 2025, assuming the offer is not extended or earlier terminated. The settlement date for any notes tendered pursuant to a Notice of Guaranteed Delivery is expected to be June 23, 2025, assuming the offer is not extended or earlier terminated. The offer is scheduled to expire at 5:00 p.m., New York City time, on June 16, 2025, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the 'Expiration Time'). Tendered notes may be validly withdrawn at any time (i) prior to the earlier of (x) the Expiration Time and (y) if the offer is extended, the tenth business day after commencement of the offer, and (ii) after the 60th business day after the commencement of the offer if for any reason the offer has not been consummated within 60 business days after commencement. Holders of notes must validly tender and not validly withdraw their notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the consideration for their notes. Guaranteed deliveries will expire at 5:00 p.m., New York City time, on June 18, 2025, unless the Expiration Time is extended. There can be no assurance that any notes will be purchased. The offer is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous senior notes offering by Global and GLP Finance on terms and conditions satisfactory to Global. The offer is not conditioned on any minimum amount of notes being tendered. Global expects to pay for the notes purchased in the offer with the proceeds from the contemporaneous senior notes offering together with cash on hand, if necessary. To the extent the offer is completed but we purchase less than all of the notes in the offer, we intend to redeem any of the notes that remain outstanding on or about August 1, 2025. This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the notes. The offer may be amended, extended, terminated or withdrawn in Global's sole discretion. There is no assurance that the offer will be subscribed for in any amount. Global has retained J.P. Morgan Securities LLC to serve as the exclusive dealer manager for the offer and D.F. King & Co., Inc. to serve as the tender agent and information agent for the offer. Questions regarding the terms of the offer may be directed to J.P. Morgan Securities LLC, Liability Management Group, by calling (866) 834-4666 (toll-free) or (212) 834-7489 (collect). Requests for documents should be directed to D.F. King & Co., Inc. by calling (800) 848-3051 or, for banks and brokers, (212) 269-5550, or emailing GLP@ Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: Neither Global, the dealer manager, the depositary nor the information agent makes any recommendation to any holder whether to tender or refrain from tendering any or all of such holder's notes, and none of them have authorized any person to make any such recommendation. Holders are urged to evaluate carefully all information in the offer documents, consult their own investment and tax advisors and make their own decisions whether to tender notes. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes or any other securities. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any contemporaneous notes offering, nor shall there be any offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. About Global Partners LP Building on a legacy that began more than 90 years ago, Global Partners has evolved into a Fortune 500 company and industry-leading integrated owner, supplier, and operator of liquid energy terminals, fueling locations, and guest-focused retail experiences. Global operates or maintains dedicated storage at 54 liquid energy terminals—with connectivity to strategic rail, pipeline, and marine assets—spanning from Maine to Florida and into the U.S. Gulf States. Through this extensive network, the company distributes gasoline, distillates, residual oil, and renewable fuels to wholesalers, retailers, and commercial customers. In addition, Global owns, operates and/or supplies approximately 1,700 retail locations across the Northeast states, the Mid-Atlantic, and Texas, providing the fuels people need to keep them on the go at their unique guest-focused convenience destinations. Recognized as one of Fortune's Most Admired Companies, Global Partners is embracing progress and diversifying to meet the needs of the energy transition. Forward-Looking Statements Certain statements and information in this press release may constitute 'forward-looking statements,' including statements regarding the expected terms and timing of the senior notes offering and the cash tender offer and the intended use of proceeds from the senior notes offering. The words 'believe,' 'expect,' 'anticipate,' 'plan,' 'intend,' 'foresee,' 'should,' 'would,' 'could' or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on Global's current expectations and beliefs concerning future developments and their potential effect on Global. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting Global will be those that it anticipates. Forward-looking statements involve significant risks and uncertainties (some of which are beyond Global's control) and assumptions that could cause actual results to differ materially from Global's historical experience and present expectations or projections. We believe these assumptions are reasonable given currently available information. The assumptions and future performance are subject to a wide range of business risks, uncertainties and factors, which are described in our filings with the Securities and Exchange Commission (the 'SEC'). For additional information regarding known material factors that could cause actual results to differ from Global's projected results, please see Global's filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Global undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
Yahoo
22-05-2025
- Business
- Yahoo
Sodexo Inc. announces pricing terms of cash tender offer for certain outstanding USD notes
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT NORTH BETHESDA, Md., May 22, 2025 /PRNewswire/ -- Sodexo Inc. (the "Offeror") announces the pricing terms of its previously announced tender offer (the "Offer") to purchase for cash any and all of its outstanding 1.634% Notes due 2026 guaranteed by Sodexo S.A. (the "Securities"). The Offer is being made pursuant to an Offer to Purchase, dated May 15, 2025 (the "Offer to Purchase") and the accompanying Notice of Guaranteed Delivery (as they may each be amended or supplemented from time to time, the "Tender Offer Documents"), which set forth a more detailed description of the Offer and are available online at The Offer will expire at 5:00 p.m., New York City time, today (such date and time, as it may be extended, the "Expiration Deadline") unless extended or earlier terminated as described in the Offer to Purchase. Holders of the Securities must validly tender, and not validly withdraw, their Securities prior to or at the Expiration Deadline, or deliver a properly completed and duly executed Notice of Guaranteed Delivery prior to or at the Expiration Deadline and tender their Securities prior to or at 5:00 p.m., New York City time on May 27, 2025, which is the second business day following the Expiration Deadline, to be eligible to receive the Purchase Price for such Securities. Certain information regarding the Securities and the U.S. Treasury Reference Security, the Bloomberg Reference Page, the Reference Yield, the Fixed Spread and the Purchase Price is set forth in the table below. The Purchase Price payable for each U.S.$1,000 principal amount of Securities validly tendered, and not validly withdrawn, and accepted for payment pursuant to the Offer was determined in the manner described in the Offer to Purchase by reference to the Fixed Spread for the Securities specified in the table below plus the yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified in the table below, calculated at 10:00 a.m., New York City time, today Title of Security CUSIP / ISIN Principal Amount Outstanding U.S. Treasury Reference Security Fixed Spread (basis points) Bloomberg Reference Page Reference Yield Purchase Price 1.634% senior notes due 2026 144A: 833794 AA8 / US833794AA85 Reg S: U8336L AA6 / USU8336LAA62 U.S.$500,000,000 3.75% due April 15, 2026 (ISIN US91282CGV72) 25 bps PX3 4.195 % U.S.$975.90 In addition to the Purchase Price, the Offeror will also pay accrued and unpaid interest on Securities purchased pursuant to the Offer up to, but not including, the settlement date for the Offer, which is expected to be May 28, 2025 (the "Settlement Date"). The guaranteed delivery settlement date is also expected to be May 28, 2025. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for Securities accepted for purchase pursuant to the Offer, including those tendered by the guaranteed delivery procedures set forth in the Offer to Purchase. Securities validly tendered pursuant to the Offer may be withdrawn at any time prior to or at, but not after, 5:00 p.m., New York City time, today, unless such time is extended or the Offer is earlier terminated as described in the Offer to Purchase (such date and time, as it may be extended, the "Withdrawal Deadline"). In addition, if the Offer is extended, valid tenders of the Securities may be withdrawn at any time prior to the earlier of (i) the Expiration Deadline and (ii) the tenth business day after the commencement of the Offer. Securities validly tendered may also be withdrawn at any time after the 60th business day after the commencement of the Offer if for any reason the Offer has not been consummated within 60 business days after commencement. The Offeror announced on May 15, 2025 its intention to issue and offer for sale new USD-denominated senior guaranteed debt securities (the "New Notes"). The Offeror's obligation to accept for purchase and pay for Securities that have been validly tendered, and not validly withdrawn, pursuant to the Offer is conditioned on the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including the successful completion, on or before the Settlement Date, of the proposed concurrent offering of New Notes or one or more other offerings of guaranteed senior debt securities, in each case, on terms and subject to conditions satisfactory to the Offeror in its sole discretion. Subject to applicable securities laws and the terms set forth in the Offer to Purchase, the Offeror reserves the right to (i) waive or modify in whole or in part any and all conditions of the Offer, (ii) extend the Withdrawal Deadline and/or the Expiration Deadline, (iii) modify or terminate the Offer or (iv) otherwise amend the Offer in any respect. The Offer is not conditioned on any minimum amount of Securities being tendered. None of the Offeror, the Dealer Managers or the Tender and Information Agent (nor any director, officer, employee, agent or affiliate of any such person) makes any recommendation whether Holders should tender or refrain from tendering Securities in the Offer. Holders must make their own decision as to whether to tender Securities and, if so, the principal amount of the Securities to tender. The Offeror has retained Citigroup Global Markets Limited, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Santander US Capital Markets LLC and Wells Fargo Securities, LLC to act as the Dealer Managers for the Offer, and Kroll Issuer Services Limited to act as the Tender and Information Agent for the Offer. Questions regarding procedures for tendering Securities may be directed to Kroll Issuer Services Limited at +44 20 7704 0880 or by email at sodexo@ Additionally, the Offer material is available at Questions regarding the Offer may be directed to (i) Citigroup Global Markets Limited at (within the United States) +1 212 723 6106 (U.S. collect) or +1 800 558 3745 (U.S. toll free) / (within Europe) +44 20 7986 8969 or by email to (ii) HSBC Securities (USA) Inc. at (within the United States) +1 (212) 525-5552 (U.S. collect) or +1 (888) HSBC-4LM (U.S. toll free) / (within Europe) +44 (0) 20 7992 6237 or by email to (iii) J.P. Morgan Securities LLC at (within the United States) (212) 834-4818 (U.S. collect) (866) 834-4666 (U.S. toll free); (iv) Santander US Capital Markets LLC at (within the United States) +1 (212) 940-1442 (U.S. collect) +1 (855) 404-3636 (U.S. toll free) or by email to AmericasLM@ and (v) Wells Fargo Securities, LLC at (within the United States) (704) 410-4759 (U.S. Collect) or (866) 309-6316 (U.S. toll free) / (outside the United States) +33 1 85 14 06 62 or by email to liabilitymanagement@ This announcement is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security (including the Securities). No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Offer is only being made pursuant to the Offer to Purchase. Holders are urged to carefully read the Offer to Purchase before making any decision with respect to the Offer. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Offeror, the Dealer Managers and the Tender and Information Agent to inform themselves about and to observe any such restrictions. This announcement does not constitute an invitation to participate in the Offer in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement and of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Offeror, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions. Offer and Distribution Restrictions United Kingdom This announcement and the Offer to Purchase may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the FSMA does not apply. The communication of this announcement and the Offer to Purchase and any other documents or materials relating to the Offer are not being made and the Offer to Purchase and such other documents or materials have not been approved by an authorized person for the purposes of section 21 of the FSMA. Accordingly, the Offer to Purchase and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The Offer to Purchase and such other documents and/or materials are for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order), (ii) fall within Article 43(2) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). The Offer to Purchase and such other documents and/or materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. The Offer to Purchase and such other documents and/or materials are only available to relevant persons and the transactions contemplated herein and therein will be available only to, and engaged in only with, relevant persons, and the Offer to Purchase and such other documents and/or materials must not be relied or acted upon by persons other than relevant persons. France This announcement, the Offer to Purchase and any other documents or offering materials relating to the Offer may not be distributed in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of the Prospectus Regulation. The Offer to Purchase has not been and will not be submitted for clearance to, nor approved by, the Autorité des marchés financiers. Belgium None of this announcement, the Offer to Purchase or any other document or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit voor financiële diensten en markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and none of this announcement, the Offer to Purchase or any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended or replaced from time to time), acting on their own account. Insofar as Belgium is concerned, the Offer to Purchase has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium. Republic of Italy None of this announcement, the Offer to Purchase or any other documents or materials relating to the Offer has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations. The Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101- bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "Issuers' Regulation"). Holders or beneficial owners of the Securities that are resident and/or located in Italy can tender the Securities through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Offer. Singapore This announcement and the Offer to Purchase have not been and will not be registered as a prospectus with the Monetary Authority of Singapore. The Offer does not constitute an offering of securities in Singapore pursuant to the Securities and Futures Act, Chapter 289 of Singapore. Hong Kong This announcement, the Offer to Purchase and any other documents or materials relating to the Offer is not being made in Hong Kong, by means of any document, other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) (the "CWUMPO"), or (ii) to "professional investors" as defined in the Securities and Futures Ordinance ("SFO") and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" as defined in the CWUMPO. No invitation, advertisement or document relating to the Offer has been or will be issued, or has been or will be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Offer which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made thereunder. The Offer to Purchase and the information contained herein may not be used other than by the person to whom it is addressed and may not be reproduced in any form or transferred to any person in Hong Kong. The contents of the Offer to Purchase have not been reviewed by any regulatory authority in Hong Kong. Holders should exercise caution in relation to the Offer. If a Holder is in any doubt about any of the contents of the Offer to Purchase, such Holder should obtain independent professional advice. General This announcement does not constitute an offer to buy or the solicitation of an offer to sell Securities in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Offer to be made by a licensed broker or dealer and any of the Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made on behalf of the Offeror by such Dealer Manager or affiliate (as the case may be) in such jurisdiction. Forward-Looking Information This announcement may contain "forward-looking" statements within the meaning of the United States securities laws. Forward-looking statements involve known and unknown risks, uncertainties and other factors that are in some cases beyond the group's control. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this announcement, including, without limitation, those regarding the group's future financial position and results of operations, the group's strategy, plans, objectives, goals and targets and future developments or trends in the markets where the group participates or is seeking to participate. In some cases, forward-looking statements can be identified by terminology such as "aim", "anticipate", "assume", "believe", "continue", "could", "estimate", "expect", "forecast", "intend", "may", "plan", "potential", "predict", "project", "risk", "should", "target", "will" or "would" or the negative of such terms or other comparable terminology and other similar expressions that are predictions of or otherwise indicate future events or trends. These risks, uncertainties and factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements (and from past results, performance or achievements). Forward-looking statements are based upon good faith assumptions by the group's management relating to the financial, market, regulatory and other relevant environments that will exist and affect the group's business and operations in the future. The group cannot give any assurance that the assumptions upon which its management based its forward-looking statements will prove to be correct, or that its business and operations will not be affected in any substantial manner by other factors not currently foreseeable by its management or beyond its control. Any forward-looking statements contained in this announcement speak only as of the date of this announcement. The group disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained in this announcement or to reflect any change in its management's expectations with regard thereto after the date hereof of any change in events, conditions or circumstances on which any such statement is based. Holders are strongly cautioned not to place undue reliance on any forward-looking statement. View original content: SOURCE Sodexo Inc. 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
Associated Press
05-03-2025
- Business
- Associated Press
Forestar Group Inc. Announces Tender Offer for Any and All of its 3.850% Senior Notes due 2026
ARLINGTON, Texas--(BUSINESS WIRE)--Mar 5, 2025-- Forestar Group Inc. (NYSE: FOR) announced today that it is commencing a cash tender offer (the 'Tender Offer') to purchase any and all of its outstanding 3.850% Senior Notes due 2026 (the 'Notes') listed in the following table upon the terms and conditions described in the offer to purchase, dated March 5, 2025 (the 'Offer to Purchase'), and the related notice of guaranteed delivery, dated March 5, 2025 ('Notice of Guaranteed Delivery' and, together with the Offer to Purchase, the 'Offer Documents'). Certain information regarding the Notes and the U.S. Treasury Reference Security, the Bloomberg reference page and the fixed spread is set forth in the table below. (1) On or after May 15, 2025, Forestar is entitled to redeem all or a part of the Notes, at a redemption price of 100.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the applicable redemption date. The 'Purchase Price' for each $1,000 principal amount of the Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread specified above plus the yield based on the offer-side price of the U.S. Treasury Reference Security specified above, as quoted on the Bloomberg Bond Trader FIT3 series of pages, at 2:00 p.m., New York City time, on March 11, 2025, the date on which the Tender Offer is currently scheduled to expire. The Purchase Price will be based on a yield to May 15, 2025, the date of the next specified redemption price reduction under the indenture governing the Notes, and assuming the Notes are redeemed on May 15, 2025, at the specified redemption price for such date of 100.000% of the principal amount, as described in the Offer to Purchase. In addition to the Purchase Price, holders whose Notes are purchased pursuant to the Tender Offer will also receive accrued and unpaid interest thereon from the last interest payment date up to, but excluding, the initial date on which Forestar makes payment for such Notes, which date is currently expected to be March 14, 2025, assuming that the Tender Offer is not extended or earlier terminated. The Tender Offer is being made pursuant to the terms and conditions contained in the Offer Documents, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer, by calling (866) 356-7813 (toll-free) or, for banks and brokers, (212) 269-5550. Copies of the Offer Documents are also available at the following web address: or by requesting via email at [email protected]. The Tender Offer will expire at 5:00 p.m., New York City time, on March 11, 2025, unless extended or earlier terminated (such time and date, as the same may be extended, the 'Expiration Time'). Tendered Notes may be withdrawn at any time before the Expiration Time. Holders of Notes must validly tender and not validly withdraw their Notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the consideration for their Notes. Guaranteed deliveries will expire at 5:00 p.m., New York City time, on March 13, 2025, unless the Expiration Time is extended. Settlement for all Notes tendered prior to the Expiration Time or pursuant to a Notice of Guaranteed Delivery is expected to be March 14, 2025, assuming that the Tender Offer is not extended or earlier terminated. There can be no assurance that any Notes will be purchased. The Tender Offer is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous debt financing (the 'Debt Financing') by Forestar on terms and conditions (including, but not limited to, the amount of proceeds raised in such financing) satisfactory to Forestar. The Tender Offer is not an offer to sell or a solicitation of an offer to buy any debt instruments or otherwise an invitation to participate in the Debt Financing. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. The Tender Offer may be amended, extended, terminated or withdrawn. Forestar intends to use a portion of the net proceeds from the Debt Financing to pay the Purchase Price for Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer. From time to time, subject to applicable law, after completion of the Tender Offer, Forestar or its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through tender offers, exchange offers, or otherwise, or Forestar may redeem Notes that Forestar is permitted to redeem pursuant to their terms. Any future purchases may be on the same terms or on terms that are more or less favorable to Holders of Notes than the terms of the Tender Offer and could occur as soon as the Expiration Time. Any future purchases by Forestar or its affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) Forestar or its affiliates may choose to pursue in the future. Forestar has retained J.P. Morgan Securities LLC, Mizuho Securities USA LLC, TD Securities (USA) LLC, and Wells Fargo Securities, LLC to serve as Dealer Managers for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to J.P. Morgan Securities LLC, Liability Management Group, at (866) 834-4666 (toll-free) or (212) 834-7489 (collect). This press release shall not constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities, nor shall there be any offer or sale of any Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. About Forestar Group Inc. Forestar Group Inc. is a residential lot development company with operations in 62 markets and 24 states. Based in Arlington, Texas, Forestar delivered more than 14,200 residential lots during the twelve-month period ended December 31, 2024. Forestar is a majority-owned subsidiary of D.R. Horton, Inc., the largest homebuilder by volume in the United States since 2002. Forward-Looking and Cautionary Statements This press release contains 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. Although Forestar believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. All forward-looking statements are based upon information available to Forestar on the date this release was issued. Forestar does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All statements, other than statements of historical fact, included in this press release regarding, among other things, the Debt Financing and the use of proceeds therefrom, the Tender Offer and the timing and outcome thereof, our strategy, plans and objectives of management, are forward-looking statements. When used in this press release, the words 'could,' 'should,' 'will,' 'believe,' 'anticipate,' 'intend,' 'estimate,' 'expect' and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on current expectations, estimates, forecasts and projections as well as the current beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control, including, but not limited to, market risks and uncertainties, including those which might affect the Debt Financing or the Tender Offer. Should one or more of these risks or uncertainties occur, or should any underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. SOURCE: Forestar Group Inc. Copyright Business Wire 2025. PUB: 03/05/2025 07:46 AM/DISC: 03/05/2025 07:46 AM
Yahoo
13-02-2025
- Business
- Yahoo
Leidos, Inc. Commences Tender Offer for Any and All 3.625% Senior Notes Due 2025
RESTON, Va., Feb. 13, 2025 /PRNewswire/ -- Leidos Holdings, Inc. (NYSE:LDOS) ("Holdings"), today announced its wholly-owned subsidiary, Leidos, Inc. ("Leidos"), has commenced an offer to purchase for cash (the "Tender Offer") any and all of its outstanding 3.625% Senior Notes due 2025 (the "2025 Notes"). The Tender Offer is being made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase, dated as of February 13, 2025 (the "Offer to Purchase") and the related notice of guaranteed delivery (together with the Offer to Purchase, the "Offer Documents"). The Tender Offer will expire at 5:00 p.m. Eastern Time (ET), on February 20, 2025, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the "Expiration Time"). Holders of the 2025 Notes (the "Holders") may withdraw their validly tendered 2025 Notes as described below. Holders are urged to read the Offer Documents carefully before making any decision with respect to the Tender Offer. Certain information regarding the 2025 Notes and the U.S. Treasury Reference Security, the Bloomberg reference page and the fixed spread is set forth in the table below. Title of SecurityCUSIP number / ISINPrincipal Amount OutstandingU.S. Treasury Reference SecurityBloomberg Reference PageFixed Spread 3.625% Senior Notes due 202552532XAD7 / US52532XAD75$500,000,0002.125% U.S. Treasury due May 15, 2025FIT3+0 bps The "Notes Consideration" for each $1,000 principal amount of the 2025 Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the 2025 Notes specified above plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified above, as quoted on the Bloomberg Bond Trader FIT3 series of pages, at 2:00 p.m. ET, on February 20, 2025, the date on which the Tender Offer is currently scheduled to expire. In addition to the Notes Consideration, Holders will also receive accrued and unpaid interest on the 2025 Notes validly tendered and accepted for purchase from the November 15, 2024 interest payment date up to, but not including, the date on which Leidos makes payment for such 2025 Notes, which date is currently expected to be February 25, 2025 (such date, as it may be extended, the "Settlement Date"). Holders must validly tender, and not validly withdraw, their 2025 Notes at or prior to the Expiration Time, or pursuant to the guaranteed delivery procedures described in the Offer Documents, to be eligible to receive in cash the Notes Consideration and accrued and unpaid interest as described above. Holders who validly tender their 2025 Notes may validly withdraw their tendered 2025 Notes at any time prior to the earlier of (i) the Expiration Time and (ii) if the Tender Offer is extended, the 10th business day after commencement of the Tender Offer. 2025 Notes may also be validly withdrawn at any time after the 60th business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated by that date. The Tender Offer is subject to the satisfaction or waiver of certain conditions, including the successful completion by Leidos of an offering (the "Offering") of new senior notes on terms satisfactory to Leidos in its sole discretion, generating net proceeds in an amount that is sufficient to effect (i) the repurchase of the 2025 Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer, and (ii) the repayment, in accordance with the satisfaction and discharge terms of the indenture governing the 2025 Notes, of all 2025 Notes remaining outstanding after the Tender Offer, if applicable, including the payment of accrued and unpaid interest and costs and expenses incurred in connection with the foregoing. If any 2025 Notes remain outstanding after the consummation of the Tender Offer, Leidos expects (but is not obligated) to satisfy and discharge such 2025 Notes in accordance with the terms and conditions set forth in the related indenture. The Offering is not conditioned on the completion of the Tender Offer. Citigroup Global Markets Inc. ("Citigroup"), J.P. Morgan Securities LLC ("J.P. Morgan") and U.S. Bancorp Investments, Inc. ("US Bancorp") are acting as Dealer Managers (the "Dealer Managers") in connection with the Tender Offer, and Global Bondholder Services Corporation ("GBSC") is serving as the depositary agent and information agent for the Tender Offer. Copies of the Offer Documents are available via the Tender Offer website at or by contacting GBSC via telephone at +1 (212) 430-3774 (collect) or +1 (855) 654‑2014 (toll-free) or via e-mail at contact@ Questions regarding the terms of the Tender Offer should be directed to Citigroup at +1 (212) 723-6106 (collect) or +1 (800) 558-3745 (toll-free), to J.P. Morgan at +1 (212) 834-5402 (collect) or +1 (866) 834-4666 (toll-free), or to US Bancorp at +1 (917) 558-2756 (collect) or +1 (800) 479-3441 (toll-free). None of Holdings, Leidos, their respective board of directors, the Dealer Managers, GBSC or the trustee for the 2025 Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should tender any 2025 Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their 2025 Notes and, if so, the principal amount of 2025 Notes to tender. This press release is neither an offer to purchase nor a solicitation of an offer to sell any of the 2025 Notes, or an offer to sell or a solicitation of an offer to purchase the new notes pursuant to the Offering nor is it a solicitation for acceptance of the Tender Offer, nor shall it constitute a notice of redemption under the indenture governing the 2025 Notes. Leidos is making the Tender Offer only by, and pursuant to the terms of, the Offer Documents. The Tender Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. About Leidos Leidos is an industry and technology leader serving government and commercial customers with smarter, more efficient digital and mission innovations. Headquartered in Reston, Virginia, with 48,000 global employees, Leidos reported annual revenues of approximately $16.7 billion for the fiscal year ended January 3, 2025. Forward-Looking Statements This release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are based on our management's belief and assumptions about the future in light of information currently available to our management. In some cases, you can identify forward-looking statements by words such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," and similar words or phrases or the negative of these words or phrases. These statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable when made, we cannot guarantee future results, levels of activity, performance or achievements. There are a number of important factors that could cause our actual results to differ materially from those results anticipated by our forward-looking statements, which include, but are not limited to: developments in the U.S. government defense and non-defense budgets, including budget reductions, sequestration, implementation of spending limits or changes in budgetary priorities, delays in the U.S. government budget process or a government shutdown, or the U.S. government's failure to raise the debt ceiling, which increases the possibility of a default by the U.S. government on its debt obligations, related credit-rating downgrades, or an economic recession; uncertainties in tax due to new tax legislation or other regulatory developments; deterioration of economic conditions or weakening in credit or capital markets; uncertainty in the consequences of current and future geopolitical events; inflationary pressures and fluctuations in interest rates; delays in the U.S. government contract procurement process or the award of contracts and delays or loss of contracts as a result of competitor protests; changes in U.S. government procurement rules, regulations and practices, including its organizational conflict of interest rules; changes in global trade policies, tariffs and other measures that could restrict international trade; increased preference by the U.S. government for minority-owned, small and small disadvantaged businesses; fluctuations in foreign currency exchange rates; our compliance with various U.S. government and other government procurement rules and regulations; governmental reviews, audits and investigations of our company; our ability to effectively compete and win contracts with the U.S. government and other customers; our ability to respond rapidly to emerging technology trends, including the use of artificial intelligence; our reliance on information technology spending by hospitals/healthcare organizations; our reliance on infrastructure investments by industrial and natural resources organizations; energy efficiency and alternative energy sourcing investments; investments by U.S. government and commercial organizations in environmental impact and remediation projects; the effects of an epidemic, pandemic or similar outbreak may have on our business, financial position, results of operations and/or cash flows; our ability to attract, train and retain skilled employees, including our management team, and to obtain security clearances for our employees; our ability to accurately estimate costs, including cost increases due to inflation, associated with our firm-fixed-price ("FFP") contracts and other contracts; resolution of legal and other disputes with our customers and others or legal or regulatory compliance issues; cybersecurity, data security or other security threats, system failures or other disruptions of our business; our compliance with international, federal, state and local laws and regulations regarding privacy, data security, protection, storage, retention, transfer, disposal and other processing, technology protection and personal information; the damage and disruption to our business resulting from natural disasters and the effects of climate change; our ability to effectively acquire businesses and make investments; our ability to maintain relationships with prime contractors, subcontractors and joint venture partners; our ability to manage performance and other risks related to customer contracts; the failure of our inspection or detection systems to detect threats; the adequacy of our insurance programs, customer indemnifications or other liability protections designed to protect us from significant product or other liability claims, including cybersecurity attacks; our ability to manage risks associated with our international business; our ability to comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act of 2010 and similar worldwide anti-corruption and anti-bribery laws and regulations; our ability to protect our intellectual property and other proprietary rights by third parties of infringement, misappropriation or other violations by us of their intellectual property rights; our ability to prevail in litigation brought by third parties of infringement, misappropriation or other violations by us of their intellectual property rights; our ability to declare or increase future dividends based on our earnings, financial condition, capital requirements and other factors, including compliance with applicable law and our agreements; our ability to grow our commercial health and infrastructure businesses, which could be negatively affected by budgetary constraints faced by hospitals and by developers of energy and infrastructure projects; our ability to successfully integrate acquired businesses; and our ability to execute our business plan and long-term management initiatives effectively and to overcome these and other known and unknown risks that we face. These are only some of the factors that may affect the forward-looking statements contained in this release. For further information concerning risks and uncertainties associated with our business, please refer to the filings we make from time to time with the U.S. Securities and Exchange Commission ("SEC"), including the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Legal Proceedings" sections of our latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. All information in this release is as of February 13, 2025. We do not undertake any obligation to update or revise any of the forward-looking statements to reflect events, circumstances, changes in expectations, or the occurrence of unanticipated events after the date of those statements or to conform these statements to actual results. CONTACTS:Investor Relations: Stuart Davis 571.526.6124 ir@ Media Relations:Victor Melara(703) View original content: SOURCE Leidos Sign in to access your portfolio
