Latest news with #RegulationS
Business Wire
a day ago
- Business
- Business Wire
Levi Strauss & Co. Prices Private Offering of Senior Notes
SAN FRANCISCO--(BUSINESS WIRE)--Levi Strauss & Co. announced today the pricing of €475 million of its 4.000% senior notes due 2030 at par in a private offering conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the 'Securities Act'). The sale of the notes is expected to close on July 29, 2025, subject to customary closing conditions. The company intends to use the net proceeds from the offering, together with cash on hand, to redeem in full its 3.375% senior notes due 2027 (the '2027 Notes') and pay fees and expenses related to the offering and the redemption of such outstanding notes. The notes are being offered pursuant only to an offering memorandum, dated July 14, 2025, as supplemented by a pricing supplement, dated July 15, 2025. The notes are not being registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), or applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The notes will only be offered and sold to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act, outside the United States pursuant to Regulation S under the Securities Act and if resident in a Member State of the European Economic Area ('EEA'), to 'qualified investors' within the meaning of Article 2(e) of Regulation 2017/1129/EU, as amended (the 'EU Prospectus Regulation') and any relevant implementing measure in each Member State of the European Economic Area and (iii) if a resident of the United Kingdom of Great Britain and Northern Ireland ('UK'), to 'qualified investor' within the meaning of the EU Prospectus Regulation as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the 'UK Prospectus Regulation'). This press release is for informational purposes only and statements in this press release regarding the private offering of debt securities do not constitute and shall not, in any circumstances, constitute a public offering or an invitation to the public in connection with any offer, including within the meaning of the EU Prospectus Regulation. The offering will be made pursuant to an exemption under the Securities Act, the UK Prospectus Regulation and the EU Prospectus Regulation, as implemented in the United States, the UK and the Member States of the EEA, respectively, from the requirement to produce a prospectus for offers of securities. This press release is only being distributed to, and is only directed at, persons in the UK that (i) are 'investment professionals' falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'Order'), (ii) are persons falling within Article 49(2)(a) to (d) ('high net worth companies, unincorporated associations, etc.') of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as 'Relevant Persons'). This press release is directed only at Relevant Persons and must not be acted on or relied upon by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. The offering memorandum prepared in connection with the offering has not been and will not be approved by the U.S. Securities and Exchange Commission, the UK Financial Conduct Authority or any other competent authority. This press release does not constitute a notice of redemption in respect of the 2027 Notes. Holders of the 2027 Notes are therefore urged to refer to the relevant notice of redemption (once available) for more information regarding the redemption price, record date and redemption date. Information to Distributors Manufacturer target market (MIFID II product governance; UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as the notes are not available to retail investors in EEA or the UK, respectively. Forward Looking Statements This press release contains forward-looking statements within the meaning of certain applicable jurisdictions, including statements regarding the expected closing of our notes offering and use of proceeds. We have based these forward-looking statements on our current assumptions, expectations and projections about future events. We use words like 'believe,' 'will,' 'so we can,' 'when,' 'anticipate,' 'intend,' 'estimate,' 'expect,' 'project' and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Investors should consider the information contained in our filings with the U.S Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year 2024, especially in the 'Management's Discussion and Analysis of Financial Condition and Results of Operations' and 'Risk Factors' sections. Other unknown or unpredictable factors also could have material adverse effects on our future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. We are not under any obligation and do not intend to update or revise any of the forward-looking statements contained in this press release to reflect circumstances existing after the date of this press release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.
Business Wire
2 days ago
- Business
- Business Wire
Macy's, Inc. Announces Pricing of Senior Notes
NEW YORK--(BUSINESS WIRE)--Macy's, Inc. (NYSE: M) (the 'Company') announced today that its wholly-owned subsidiary, Macy's Retail Holdings, LLC (the 'Issuer'), priced an offering of $500 million in aggregate principal amount of 7.375% senior notes due 2033 (the 'Notes') in a private offering at an offering price of 100% of the principal amount thereof. The Notes will have a maturity date of August 1, 2033. The closing of the offering of the Notes is expected to occur on July 29, 2025, subject to customary closing conditions. The Notes will be senior unsecured obligations of the Issuer and will be unconditionally guaranteed on a senior unsecured basis by the Company. The Issuer intends to use the proceeds from the offering of the Notes, together with cash on hand, to (i) fund its separately announced concurrent tender offer (the 'Tender Offer'), (ii) redeem approximately $587 million of certain of its existing outstanding senior notes and debentures (such redemption, the 'Redemption') and (iii) pay fees, premium and expenses in connection therewith and this offering. The Redemption and the Tender Offer are conditioned on, among other things, the consummation of the offering of the Notes. The offering of the Notes, however, is not conditioned on the consummation of the Redemption or the Tender Offer (including the tender of any specified amount of the Company's outstanding senior notes as part of the Tender Offer). This press release does not constitute an offer to purchase, a solicitation of an offer to sell or a notice with respect to any tender offer or redemption of any existing notes. This press release is for informational purposes only and is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration in reliance on Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'), and outside the United States in reliance on Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act or any applicable state securities laws. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act. About Macy's, Inc. Macy's, Inc. (NYSE: M) is a trusted source for quality brands through our iconic nameplates – Macy's, Bloomingdale's and Bluemercury. Headquartered in New York City, our comprehensive digital and nationwide footprint empowers us to deliver a seamless shopping experience for our customers. Forward-Looking Statements All statements in this press release regarding the closing of the notes offering and the expected use of proceeds therefrom that are not statements of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results could differ materially from those expressed in or implied by the forward-looking statements contained in this release because of a variety of factors, including, but not limited to, general market conditions which might affect the offering, and other factors identified in documents filed by the Company with the Securities and Exchange Commission, including under the captions 'Forward-Looking Statements' and 'Risk Factors' in the Company's Annual Report on Form 10-K for the year ended February 1, 2025 and the Company's Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2025. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Associated Press
3 days ago
- Business
- Associated Press
Ascentage Pharma Announces Proposed Top-Up Placement
ROCKVILLE, Md. and SUZHOU, China, July 14, 2025 (GLOBE NEWSWIRE) -- Ascentage Pharma Group International Inc. (NASDAQ: AAPG; HKEX: 6855) ('Ascentage' or the 'Company'), a global biopharmaceutical company dedicated to addressing unmet medical needs in cancers, announced that Dajun Yang Dynasty Trust, an affiliate of the Company's Chief Executive Officer, Dajun Yang, M.D., Ph.D. (the 'Vendor'), proposes to offer ordinary shares, par value US$0.0001 per share, of the Company (the 'Placement Shares') in an offshore transaction outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act of 1933, as amended (the 'Securities Act'), subject to market conditions and other factors (the 'Offshore Placement'). At the time of the closing of the Offshore Placement, the Vendor would subscribe for, and the Company would issue to the Vendor new ordinary shares of the Company (the 'Replacement Shares') at the same number as the number of the Placement Shares offered in the Offshore Placement and at the same price per share as the price per share for the Placement Shares. The closing of the transaction involving the issuance of the Replacement Shares will be subject to customary closing conditions and take place after the closing of the Offshore Placement. In connection with the Offshore Placement, the representatives in the Company's U.S. initial public offering in January 2025 waived a lock-up restriction with respect to the Placement Shares held by the Vendor. The Company intends to use the net proceeds resulting from the Offshore Placement, followed by the issuance of the Replacement Shares (the 'Offering Proceeds') for commercialization efforts, including expanding coverage and improving patient access, global clinical development to advance the core pipeline candidates of the Company, as well as infrastructure and working capital to strengthen global operations. The Placement Shares have not been and will not be registered under the Securities Act or any state securities laws nor does the Offshore Placement require registration in Hong Kong or elsewhere. They may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. They will not be offered to any members of the 'public' (within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong). This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, in the United States, Hong Kong, or elsewhere, and shall not constitute an offer, solicitation or sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release contains information about the pending Offshore Placement, and there can be no assurance that the Offshore Placement will be completed. About Ascentage Pharma Group International, Inc. Ascentage Pharma Group International, Inc. (NASDAQ: AAPG; HKEX: 6855) ('Ascentage Pharma' or the 'Company') is a global biopharmaceutical company dedicated to addressing unmet medical needs in cancers. The company has built a rich pipeline of innovative drug candidates that includes inhibitors targeting key proteins in the apoptotic pathway, such as Bcl-2 and MDM2-p53 and next-generation kinase inhibitors. The lead asset, olverembatinib, is the first novel third-generation BCR-ABL1 inhibitor approved in China for the treatment of patients with CML in chronic phase (CML-CP) with T315I mutations, CML in accelerated phase (CML-AP) with T315I mutations, and CML-CP that is resistant or intolerant to first and second-generation TKIs. It is covered by the China National Reimbursement Drug List (NRDL). The Company is currently conducting an FDA-cleared, global registrational Phase III trial, or POLARIS-2, of olverembatinib for CML, as well as global registrational Phase III trials for patients with newly diagnosed Ph+ ALL and SDH-deficient GIST patients. The second lead asset, lisaftoclax, is a novel Bcl-2 inhibitor for the treatment of various hematologic malignancies. The NDA for the treatment of relapsed and/or refractory CLL and SLL just received approval by China's National Medical Products Administration (NMPA). The Company is currently conducting 4 global registrational Phase III trials: the GLORA study of lisaftoclax in combination with BTK inhibitors in patients with CLL/SLL previously treated with BTK inhibitors for more than 12 months with suboptimal response; the GLORA-2 study in patients with newly diagnosed CLL/SLL; the GLORA-3 study in newly diagnosed, elderly and unfit patients with AML; and the GLORA-4 study in patients with newly diagnosed higher risk MDS. Leveraging its robust R&D capabilities, Ascentage Pharma has built a portfolio of global intellectual property rights and entered into global partnerships and other relationships with numerous leading biotechnology and pharmaceutical companies, such as Takeda, AstraZeneca, Merck, Pfizer, and Innovent, in addition to research and development relationships with leading research institutions, such as Dana-Farber Cancer Institute, Mayo Clinic, National Cancer Institute and the University of Michigan. For more information, visit Forward-Looking Statements This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, contained in this press release may be forward-looking statements, including statements that express Ascentage Pharma's expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results of operations or financial condition. These forward-looking statements are subject to a number of risks and uncertainties as discussed in Ascentage Pharma's filings with the SEC, including those set forth in the sections titled 'Risk factors' and 'Special note regarding forward-looking statements and industry data' in the Form 20-F filed with the SEC on April 16, 2025, the sections headed 'Forward-looking Statements' and 'Risk Factors' in the prospectus of the Company for its Hong Kong initial public offering dated October 16, 2019, and other filings with the SEC and/or The Stock Exchange of Hong Kong Limited we made or make from time to time that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements contained in this press release do not constitute projections by the Company's management. As a result of these factors, you should not rely on these forward-looking statements as predictions of future events. The forward-looking statements contained in this press release are based on Ascentage Pharma's current expectations and beliefs concerning future developments and their potential effects and speak only as of the date of these statements. Ascentage Pharma does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless as may otherwise be required by law. Contacts Investor Relations: Hogan Wan, Head of IR and Strategy Ascentage Pharma [email protected] +86 512 85557777 Stephanie Carrington ICR Healthcare [email protected] +1 (646) 277-1282 Media Relations: Sean Leous ICR Healthcare [email protected] +1 (646) 866-4012
Business Wire
07-07-2025
- Business
- Business Wire
Tidewater Announces Closing of $650 Million Offering of 9.125% Senior Unsecured Notes due 2030 and Entering into $250 Million Revolving Credit Facility
HOUSTON--(BUSINESS WIRE)--Tidewater Inc. (NYSE: TDW) ('Tidewater' or 'the Company') today announced the closing of its previously announced private offering (the 'Offering') under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the 'Securities Act'), of $650 million in aggregate principal amount of 9.125% senior unsecured notes due 2030 (the '2030 Notes'). The Company used the net proceeds from the Offering, together with cash on hand to: (i) repay in full the Company's existing senior secured term loan; (ii) fund the redemption (the 'Redemption') of the Company's outstanding 8.50% Senior Secured Bonds due 2026 (the '2026 Bonds') and its outstanding 10.375% Senior Unsecured Bonds due 2028 (the '2028 Bonds'); and (iii) pay the premiums, accrued interest, fees and expenses related to the term loan payoff, Redemption of the 2026 Bonds and 2028 Bonds and the issuance of the 2030 Notes. The closing of the Offering satisfied the conditions associated with the Company's exercise of its option to call for redemption all outstanding 2026 Bonds and 2028 Bonds. In addition, effective today the Company entered into a senior secured five-year credit agreement (the 'Credit Agreement') providing for a new $250 million revolving credit facility. Borrowing availability under the Credit Agreement is subject to customary conditions precedent. About Tidewater Tidewater owns and operates the largest fleet of offshore support vessels in the industry, with 65 years of experience supporting offshore energy exploration, production and offshore wind activities worldwide. Cautionary Statement Statements contained in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include words or phrases such as 'anticipate,' 'believe,' 'estimate,' 'expect,' 'intend,' 'likely,' 'plan,' 'project,' 'could,' 'may,' 'might,' 'should,' 'will' and similar words and specifically include statements regarding and the Credit Agreement. The forward-looking statements contained in this press release are subject to numerous risks, uncertainties and assumptions that may cause actual results to vary materially from those indicated. Additional risks and uncertainties are detailed in the Company's most recent filings with the SEC, including under the captions 'Forward-Looking Statements' and 'Risk Factors' in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. Statements in this news release are made as of the date hereof, and the Company disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Forbes
03-07-2025
- Business
- Forbes
This AI Startup Cracks Open Pre-IPO Investing For Everyone
Jarsy's AI-driven platform bridges the gap between retail investors and private equity — no finance ... More degree or crypto wallet required. When Han Qin launched Jarsy, he didn't just want to build another investing app. He wanted to crack open the velvet ropes of private equity — where firms like SpaceX, Anthropic, and Stripe trade hands in boardrooms, not browsers. Qin's startup, now out of stealth with $5 million in backing led by Breyer Capital, is betting that a new generation of investors won't wait around for IPOs they can't touch. They want in. Now. With AI DNA — Built For Believers, Not Billionaires Jarsy offers retail investors access to pre-IPO companies via tokenized shares that are 1:1 backed by real equity held in custody. It's not equity in the legal sense — token holders have no voting rights or ownership — but it's price-exposure. And for many, that's enough. Minimum investment? Ten bucks. Regulatory hoops still exist. In the U.S., Jarsy must follow Regulation Fair Disclosure, meaning users must self-certify as accredited investors. But Qin is quick to point out that the income threshold for accreditation is $200,000 individually, or $300,000 for a household — not the million-dollar club most assume. Outside the U.S., Jarsy leans on Regulation S, allowing wider participation. So far, users have requested tokens tied to AI companies like Anthropic and Perplexity, fintech firms like Circle and even lesser-known names like Redbud Materials. If enough users express interest in a company, Jarsy pursues it. Demand drives the portfolio. 'We don't push deals top-down,' Qin said. 'We listen to what our users want, then go get it.' Not A Blockchain Project — Just A Better AI-Based Fintech Qin isn't trying to woo crypto maximalists. In fact, half of Jarsy's users have never touched blockchain before. They sign in with an email. No seed phrases. No gas fees. Jarsy creates the wallet, handles 'know your customer' and anti-money laundering verification requirements as well as manages the paperwork. They don't even issue a Jarsy token — only asset-backed tokens linked to specific companies. AI is a quiet force in the background. 'We're leveraging AI for coding, which really makes our development efficient,' Qin said. 'And on our roadmap, we're building a chatbot-style financial service experience. Younger users don't want to call someone. They want fast answers. They want AI to handle it.' Under the hood, Jarsy runs on Ethereum and other compatible blockchains, with plans to add Solana. Transactions settle in the USDC stablecoin. And once a company goes public, users can redeem their tokens for the market equivalent in a stablecoin. If the company never IPOs? Users can eventually list their tokens on a secondary market inside Jarsy, naming their price. That feature isn't live yet, but it's in the works. Jarsy is building slowly, deliberately. The platform is live on mainnet. The user interface mimics Robinhood. And the team — ex-Uber, ex-Facebook, ex-Square — is tiny but experienced. Jarsy's AI Code Versus The Incumbents Three other platforms dominate the 'pre-IPO for the people' category. Each takes a different path. None offer Jarsy's full combo of blockchain transparency, a retail-friendly AI user interface and global reach. Fundrise requires just $10 to get in, same as Jarsy. It's an SEC-registered fund open to non-accredited investors. The twist: it operates like an index of pre-IPO and public tech companies, spreading risk across high-profile names like OpenAI, Ramp and Databricks. Fundrise doesn't tokenize shares, and users don't pick individual companies. It's passive exposure, not direct access. ARK Venture Fund offers hybrid exposure to private and public innovation stocks. The entry point is higher with a $500 minimum and liquidity is limited to quarterly redemption windows. ARK's advantage is brand recognition. It's not a blockchain play either. But it gives users a professionally managed basket of bold bets: SpaceX, Tesla OpenAI. Jarsy, by contrast, is self-directed and responsive. Hiive is the most direct and transparent pre-IPO marketplace but only for accredited investors. Minimum investment thresholds start at $25,000. Users trade shares directly with existing shareholders. Hiive offers real-time bid-ask spreads and facilitates more than $100 million in monthly volume. It's Wall Street's private exchange. Jarsy wants to be Main Street's. Pre-IPO Investing Future Looks Brighter With AI Jarsy doesn't promise ownership. It doesn't pretend to be fully decentralized. It's not trying to replace venture capital. But it does give retail investors a simple way to ride the upside of companies they actually care about—long before Wall Street gets in. The question now isn't whether people want access. It's whether Jarsy can scale that access fast enough. Because the gates are cracked open. And Gen Z is already pushing through.
