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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 Notes that have been validly tendered and not validly withdrawn, and consents that have been validly delivered and not validly revoked, at or prior to the Withdrawal Deadline cannot be withdrawn, except as may be required by applicable law.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
21-05-2025
- Business
- Yahoo
Sabre Corporation Announces Upsize and Pricing of Senior Secured Notes Offering
SOUTHLAKE, Texas, May 20, 2025 /PRNewswire/ -- Sabre Corporation ("Sabre") (Nasdaq: SABR) today priced an upsized offering by its wholly-owned subsidiary Sabre GLBL Inc. ("Sabre GLBL") of $1,325,000,000 (upsized from $975,000,000) aggregate principal amount of 11.125% Senior Secured Notes due 2030 (the "Secured Notes"). The offering of the Secured Notes is expected to close on June 4, 2025, subject to customary closing conditions. The Secured Notes will pay interest semi-annually in arrears, at a rate of 11.125% per year, and will mature on July 15, 2030. The Secured Notes will be guaranteed by Sabre Holdings Corporation and each subsidiary that borrows under, or guarantees, Sabre GLBL's senior secured credit facilities (subject to certain exceptions). The Secured Notes and the related note guarantees will be secured, subject to permitted liens, by a first-priority security interest in substantially all property and assets of Sabre GLBL and the guarantors, subject to customary exclusions. Sabre expects to use a portion of the net proceeds from the sales of the Secured Notes to prepay Sabre GLBL's outstanding borrowings under an intercompany loan agreement with Sabre Financial Borrower, LLC (which would apply them toward full prepayment of Sabre Financial Borrower, LLC's senior secured term loan due 2028), and remaining amounts will be used to prepay, redeem or repurchase other indebtedness in the open market, in privately negotiated transactions, through tender or exchange offers, or otherwise, including pursuant to the terms of the agreements governing such indebtedness. In connection with the upsize of the offering, Sabre GLBL intends to launch tender offers (the "Tender Offers") for certain of its existing senior secured notes, subject to a maximum aggregate purchase amount of $336,375,000 (as such amount may be subsequently amended in Sabre GLBL's sole discretion). The Secured Notes and the related note guarantees have been offered in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. The Secured Notes and the related note guarantees have not been, and will not be, registered under the Securities Act or any state securities laws. The Secured Notes and the related note guarantees may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Secured Notes or any other security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. Any offers of the Secured Notes were made only by means of a private offering circular. The Tender Offers referenced in this press release do not constitute offers to buy or the solicitation of offers to sell securities in any jurisdiction or in any circumstances in which such offers are unlawful. The full details of the Tender Offers, including complete instructions on how to tender securities, are included in the offers to purchase, dated May 20, 2025 (as they may be amended or supplemented, collectively, the "Offer to Purchase"). Holders are strongly encouraged to read carefully the Offer to Purchase because it will contain important information. About Sabre Corporation Sabre Corporation is a leading technology company that takes on the biggest opportunities and solves the most complex challenges in travel. Sabre harnesses speed, scale and insights to build tomorrow's technology today – empowering airlines, hoteliers, agencies and other partners to retail, distribute and fulfill travel worldwide. Headquartered in Southlake, Texas, USA, with employees across the world, Sabre serves customers in more than 160 countries globally. Forward-Looking Statements Statements made in this press release that are not descriptions of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on management's current expectations and assumptions and are subject to risks and uncertainties. Any statements that are not historical or current facts are forward-looking statements, including those related to the terms, timing and completion of the offering of the Secured Notes and the use of the proceeds therefrom. In many cases, you can identify forward-looking statements by terms such as "expect," "guidance," "outlook," "trend," "pro forma," "on course," "on track," "target," "potential," "benefit," "goal," "believe," "plan," "confident," "anticipate," "indicate," "trend," "position," "optimistic," "will," "forecast," "continue," "strategy," "estimate," "project," "may," "should," "would," "intend," or the negative of these terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. There can be no assurance that the offering of the Secured Notes will be consummated on the terms described herein or at all. More information about potential risks and uncertainties that could affect our business and results of operations is included in the "Risk Factors" and "Forward-Looking Statements" sections in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025, our Quarterly Report on Form 10-Q filed with the SEC on May 7, 2025, and in our other filings with the SEC. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, outlook, guidance, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. Unless required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made. SABR-F Media Contacts: Cassidy Investors: Jim View original content to download multimedia: SOURCE Sabre Corporation
Yahoo
01-05-2025
- Business
- Yahoo
GOL Reaches Settlement with Ad Hoc Group of 2026 Noteholders
SíO PAULO, May 1, 2025 /PRNewswire/ -- GOL Linhas Aéreas Inteligentes S.A. (B3: GOLL4) ("Company" or "GOL"), one of the leading airlines in Brazil, today announced that the Company has reached an agreement in principle with an ad hoc group (the "Ad Hoc Group") of holders of 8.00% Senior Secured Notes due 2026 issued by Gol Finance (Luxembourg) (the "2026 Senior Secured Notes") which consensually resolves a dispute with respect to the consideration to be provided to all holders of 2026 Senior Secured Notes under the Company's chapter 11 plan of reorganization (the "Plan") and pursuant to which the members of the Ad Hoc Group have made commitments to purchase $125 million of the Company's $1.9 billion of exit financing notes. In order to facilitate implementation of the favorable settlement with the Ad Hoc Group, Castlelake, L.P. and Elliott Investment Management, L.P. have consented to making changes to their existing $1.25 billion backstop arrangement with respect to the Company's exit financing. Combined with the Ad Hoc Group's commitment, GOL has now secured not less than $1.375 billion of exit debt financing commitments. Under the terms of the deal with the Ad Hoc Group, which is comprised of a substantial majority of holders of the 2026 Senior Secured Notes, such holders (the "Consenting Noteholders"), which in the aggregate hold an amount of 2026 Senior Secured Notes necessary for that class of claims to approve the Plan, have agreed to sign the Plan Support Agreement previously entered into between the Company, Abra Group Limited, and the Official Committee of Unsecured Creditors pursuant to which the Consenting Noteholders will agree to support the Plan on modified terms. The Plan will be amended to provide, among other things, that all holders of 2026 Senior Secured Notes that do not participate in the exit financing will receive their pro rata share of up to $100 million of non-exchangeable take-back notes. The members of the Ad Hoc Group will commit to purchase an aggregate $125 million in exit financing and holders of 2026 Senior Secured Notes that are not Ad Hoc Group members will have the right to purchase an aggregate $50 million of exit financing and, to the extent such holders do participate, they, along with the participating members of the Ad Hoc Group, will receive modified treatment under the Plan in the form of additional exit notes and non-exchangeable take-back notes. In the coming weeks, GOL plans to file an amended Plan with the U.S. Bankruptcy Court to reflect the amendments contemplated by its agreement with the Ad Hoc Group. The Company expects to emerge from its ongoing Chapter 11 cases in June 2025. Finally, GOL reiterates that, under the terms of the Plan, it will significantly reduce its indebtedness by converting into equity or extinguishing up to approximately US$1.7 billion of its pre-Chapter 11 funded debt and up to approximately US$850 million of other obligations. As such, considering that the conversion will be carried out based on the economic value of GOL's shares prior to the conversion, in accordance with applicable law, a substantial dilution of GOL's currently outstanding shares is expected (subject to shareholders' preemptive rights as provided under Brazilian law). Special note regarding forward-looking statements This material fact contains certain forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words "will," "maintain", "plans" and "intends" and similar expressions, as they relate to GOL, are intended to identify forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations. Undue reliance should not be placed on such statements. Forward-looking statements speak only for the date they are made. About GOL Linhas Aéreas Inteligentes S.A GOL is one of Brazil's leading airlines and is part of the Abra Group. Since it was founded in 2001, the company has had the lowest unit cost in Latin America, democratizing air transport with the aim of "Being the First for All". GOL has alliances with American Airlines and Air France-KLM and offers customers more than 60 codeshare and interline agreements, making connections to any place served by these partnerships more convenient and easier. GOL also has the Smiles loyalty program and GOLLOG for cargo transportation, which serves various regions in Brazil and abroad. The company has 13,900 highly qualified professionals focused on safety, GOL's number one value, and operates a standardized fleet of 138 Boeing 737 aircraft. The Company's shares are traded on B3 (GOLL4). For further information, visit Investor Relations ir@ View original content to download multimedia: SOURCE GOL Linhas Aéreas Inteligentes S.A. Sign in to access your portfolio
Yahoo
20-02-2025
- Business
- Yahoo
Greenfire Resources' Announces Expiration and Results of Change of Control Offer for Senior Secured Notes Due 2028
Calgary, Alberta--(Newsfile Corp. - February 20, 2025) - Greenfire Resources Ltd. (NYSE: GFR) (TSX: GFR) ('Greenfire' or the 'Company') today announced that the change of control offer made by Greenfire to purchase any and all of its outstanding 12.000% Senior Secured Notes Due 2028 (the 'Notes') expired at 5:00 pm, New York City Time, on February 19, 2025. Greenfire did not extend the offer. As of the expiration of the offer, a total of $5,000 in aggregate principal amount of the Notes had been validly tendered and not withdrawn. Greenfire has accepted all validly tendered Notes for purchase, and settlement of the tendered Notes will occur on February 24, 2025 or as soon as practicable thereafter. The Notes were originally issued by Greenfire pursuant to an indenture dated as of September 20, 2023 (the 'Indenture'). On December 23, 2024, Waterous Energy Fund acquired shares to increase its interest in Greenfire to 56.5% of the issued and outstanding common shares of Greenfire (the 'Acquisition'). Under the terms of the Indenture, Greenfire was required to make an offer to purchase the Notes at a price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest to, but not including, the date the Notes are purchased by Greenfire, following the 'Change of Control Offer' (as defined in the Indenture), which occurred on December 27, 2024 as a result of the Acquisition. The complete terms and conditions of the offer were set forth in the Notice of Change of Control and Offer to Purchase dated December 27, 2024 (the 'Offer to Purchase'), which were transmitted to holders of the Notes through the facilities of the Depository Trust Company. About Greenfire Greenfire is a junior oil sands producer actively developing its long-life and low-decline thermal oil assets in the Athabasca region of Alberta, Canada. The Company plans to leverage its large resource base and significant infrastructure in place to drive meaningful, capital-efficient production growth. Greenfire common shares are listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol "GFR". For more information, visit or find Greenfire on LinkedIn and X. Contact Information Greenfire Resources Ltd.205 5th Avenue SWSuite 1900Calgary, AB T2P 2V7investors@ To view the source version of this press release, please visit
