Latest news with #SecuritiesAct
Yahoo
3 hours ago
- Business
- Yahoo
Scripps announces upsize and prices senior notes offering
CINCINNATI, July 29, 2025 /PRNewswire/ -- The E.W. Scripps Company (NASDAQ: SSP) has priced an offering of $750 million aggregate principal amount of new 9.875% senior secured second-lien notes, which represents a $100 million increase from the previously announced size of the offering. The notes will mature in 2030. The offering is expected to close on Aug. 6, 2025, subject to customary closing conditions. The private offering is exempt from the registration requirements of the Securities Act of 1933, as amended. The notes will be guaranteed by certain of the company's existing and future subsidiaries and will be secured on a second-lien basis by substantially all of the existing and future assets of the company and the guarantors, subject to customary exceptions, and guaranteed by each of the subsidiaries that also provide guarantees of the company's credit facilities. Scripps intends to use the net proceeds of this offering to (i) redeem all of the company's outstanding 5.875% senior notes due 2027, (ii) pre-pay a portion of the outstanding borrowings under the company's term loan B-2 facility due in 2028, (iii) repay a portion of the outstanding borrowings under the company's revolving credit facilities and (iv) pay the fees and expenses relating to this transaction. The notes and related guarantees have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption. The notes are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act or, outside the United States, to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes and related guarantees and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act. Forward-looking statementsThis press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "believe," "anticipate," "intend," "expect," "estimate," "could," "should," "outlook," "guidance," and similar references to future periods. Examples of forward-looking statements include, among others, statements the company makes regarding expected operating results and future financial condition. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management's current beliefs, expectations, and assumptions regarding the future of the industry and the economy, the company's plans and strategies, anticipated events and trends, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties, and changes in circumstance that are difficult to predict and many of which are outside of the company's control. The company's actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause the company's actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: change in advertising demand, fragmentation of audiences, loss of affiliation agreements, loss of distribution revenue, increase in programming costs, changes in law and regulation, the company's ability to identify and consummate strategic transactions, the controlled ownership structure of the company, and the company's ability to manage its outstanding debt obligations. A detailed discussion of such risks and uncertainties is included in the company's Form 10-K, on file with the SEC, in the section titled "Risk Factors." Any forward-looking statement made in this press release is based only on currently available information and speaks only as of the date on which it is made. The company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise. About ScrippsThe E.W. Scripps Company (NASDAQ: SSP) is a diversified media company focused on creating connection. As one of the nation's largest local TV broadcasters, Scripps serves communities with quality, objective local journalism and operates a portfolio of more than 60 stations in 40+ markets. Scripps reaches households across the U.S. with national news outlets Scripps News and Court TV and popular entertainment brands ION, Bounce, Grit, ION Mystery, ION Plus and Laff. Scripps is the nation's largest holder of broadcast spectrum. Scripps Sports serves professional and college sports leagues, conferences and teams with local market depth and national broadcast reach of up to 100% of TV households. Founded in 1878, Scripps is the steward of the Scripps National Spelling Bee, and its longtime motto is: "Give light and the people will find their own way." Contact: Media contact: Becca McCarter, (513) 410-2425, contact: Carolyn Micheli, (513) 977-3732, View original content to download multimedia: SOURCE The E.W. Scripps Company
Business Wire
12 hours ago
- Business
- Business Wire
Atlas Energy Solutions Announces Acquisition of PropFlow
AUSTIN, Texas--(BUSINESS WIRE)--Atlas Energy Solutions Inc. (NYSE: AESI) ('Atlas' or the 'Company') today announced the acquisition of Propflow, LLC ('PropFlow'), a leading provider of patented on-wellsite proppant filtration technology. The transaction, which closed on July 28, 2025, is intended to strengthen Atlas' existing proppant handling capabilities as part of the Company's vision of mine-to-blender proppant logistics. PropFlow provides a cutting-edge on-wellsite proppant filtration system that eliminates proppant debris at the wellsite, reducing frac equipment maintenance costs and downtime and aiding in 24/7 pumping operations. 'We are thrilled to welcome PropFlow to the Atlas family,' said John Turner, Atlas' President & Chief Executive Officer. 'The addition of PropFlow is just another step in our mission to drive higher completion efficiencies for our customers. We anticipate that PropFlow's patented filtration system, combined with Atlas' high-quality sand and logistics platform, will allow Atlas to provide customers with the supporting infrastructure to pump at rates that surpass historical benchmarks. Atlas continues to look for ways to generate the next wave of evolution in well completion methodologies in an effort to drive better returns for our customers and Atlas shareholders.' About Atlas Energy Solutions Atlas Energy Solutions Inc. (NYSE: AESI) is a leading solutions provider to the energy industry. Atlas's portfolio of offerings includes oilfield logistics, distributed power systems, and the largest proppant supply network in the Permian Basin. With a focus on leveraging technology, automation, and remote operations to enhance efficiencies, Atlas is centered on a core mission of improving human access to the hydrocarbons that power our lives and, by doing so, maximizing value creation for our shareholders. About Propflow, LLC PropFlow's innovative and patented technology is designed to eliminate debris from proppant at the wellsite. The company's mission is to improve proppant delivery, reduce frac equipment maintenance costs and downtime, minimize the total proppant cost to the end user, and offer customers a viable path to reduce carbon emissions. Pre-transaction, PropFlow was headquartered in Little Rock, Arkansas with operations based in Odessa, Texas. PropFlow was founded in 2021 by Britt Mitchell and Chris Martin. Cautionary Statement Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the 'Securities Act'), and Section 21E of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'). Statements that are predictive or prospective in nature, that depend upon or refer to future events or conditions or that include the words 'may,' 'assume,' 'forecast,' 'position,' 'strategy,' 'potential,' 'continue,' 'could,' 'will,' 'plan,' 'project,' 'budget,' 'predict,' 'pursue,' 'target,' 'seek,' 'objective,' 'believe,' 'expect,' 'anticipate,' 'intend,' 'estimate' and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Examples of forward-looking statements include, but are not limited to statements regarding the expected synergies and efficiencies to be achieved as a result of the acquisition of PropFlow. Although forward-looking statements reflect our good faith beliefs at the time they are made, we caution you that these forward-looking statements are subject to a number of risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include but are not limited to: uncertainties as to whether the Moser Acquisition will achieve its anticipated benefits and projected synergies within the expected time period or at all; Atlas's ability to integrate Moser's operations in a successful manner and in the expected time period; unforeseen or unknown liabilities, future capital expenditures and potential litigation relating to the Moser Acquisition; unexpected future capital expenditures; our ability to successfully execute our stock repurchase program or implement future stock repurchase programs; commodity price volatility, including volatility stemming from the ongoing armed conflicts between Russia and Ukraine, Israel and Hamas and Israel and Iran; increasing hostilities and instability in the Middle East; adverse developments affecting the financial services industry; changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements, including such changes that may be implemented by U.S. and foreign governments; our ability to complete growth projects, on time and on budget; the risk that stockholder litigation in connection with our recent corporate reorganization may result in significant costs of defense, indemnification and liability; changes in general economic, business and political conditions, including changes in the financial markets; transaction costs; actions of OPEC+ to set and maintain oil production levels; the level of production of crude oil, natural gas and other hydrocarbons and the resultant market prices of crude oil; inflation; environmental risks; operating risks; regulatory changes; lack of demand; market share growth; the uncertainty inherent in projecting future rates of reserves; production; cash flow; access to capital; the timing of development expenditures; the ability of our customers to meet their obligations to us; our ability to maintain effective internal controls; and other factors discussed or referenced in our filings made from time to time with the U.S. Securities and Exchange Commission ('SEC'), including those discussed under the heading 'Risk Factors' in our Annual Report on Form 10-K, filed with the SEC on February 25, 2025 and Quarterly Report on Form 10-Q, filed with the SEC on May 6 2025, and any subsequently filed 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. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Business Wire
a day ago
- Business
- Business Wire
CenterPoint Energy, Inc. Announces Pricing of Offering of $900 Million of 3.00% Convertible Senior Notes Due 2028
HOUSTON--(BUSINESS WIRE)--CenterPoint Energy, Inc. (NYSE: CNP) or 'CenterPoint' today announced the pricing of its offering of $900 million aggregate principal amount of its 3.00% Convertible Senior Notes due 2028 (the 'convertible notes') in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'). CenterPoint also granted the initial purchasers of the convertible notes the option to purchase up to an additional $100 million aggregate principal amount of convertible notes for settlement within a 13-day period beginning on, and including, the date on which the convertible notes are first issued. The sale of the convertible notes is expected to close on July 31, 2025. The convertible notes will be senior, unsecured obligations of CenterPoint. The convertible notes will mature on August 1, 2028, unless earlier converted or repurchased. The convertible notes will bear interest at a rate of 3.00% per year, payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026. Prior to May 1, 2028, the convertible notes will be convertible only upon the occurrence of certain events and during certain periods. Thereafter, the convertible notes will be convertible by holders at any time in whole or in part until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, CenterPoint will pay cash up to the aggregate principal amount of the convertible notes to be converted and pay or deliver, as the case may be, cash, shares of CenterPoint's common stock, par value $0.01 ('common stock'), or a combination of cash and shares of common stock, at CenterPoint's election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the convertible notes being converted. CenterPoint may not redeem the convertible notes prior to the maturity date. The initial conversion rate for the convertible notes will be 21.4477 shares of common stock per $1,000 principal amount of convertible notes (equivalent to an initial conversion price of approximately $46.63 per share of the common stock). The conversion rate and the corresponding conversion price will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. CenterPoint expects that the net proceeds from the offering of the convertible notes will be approximately $888.1 million (or approximately $986.8 million if the initial purchasers exercise their option to purchase additional convertible notes in full), after deducting the initial purchasers' discounts and commissions and offering expenses payable by CenterPoint. CenterPoint intends to use the net proceeds from this offering for general corporate purposes, including the repayment of a portion of its outstanding commercial paper and other debt. The convertible notes and any shares of common stock issuable upon conversion of the convertible notes have been offered and sold only to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act. The offer and sale of the convertible notes and any shares of common stock issuable upon conversion of the convertible notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which the offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. About CenterPoint As the only investor-owned electric and gas utility based in Texas, CenterPoint Energy, Inc. (NYSE: CNP) is an energy delivery company with electric transmission and distribution, power generation and natural gas distribution operations that serve more than 7 million metered customers in Indiana, Minnesota, Ohio and Texas. As of June 30, 2025, the company owned approximately $44 billion in assets. With approximately 8,300 employees, CenterPoint and its predecessor companies have been in business for more than 150 years. Forward-Looking Statements This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words 'anticipate,' 'believe,' 'continue,' 'could,' 'estimate,' 'expect,' 'forecast,' 'goal,' 'intend,' 'may,' 'objective,' 'plan,' 'potential,' 'predict,' 'projection,' 'should,' 'target,' 'will,' 'would' or other similar words are intended to identify forward-looking statements. Any statements in this press release regarding future events that are not historical facts are forward-looking statements. These forward-looking statements, which include statements regarding CenterPoint's expectations regarding the closing of the sale of the convertible notes and the use of the net proceeds from the sale, are based upon assumptions of management which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. Actual events and results may differ materially from those expressed or implied by these forward-looking statements. CenterPoint cannot be sure that it will close the sale of the convertible notes or, if it does, on what terms the sale will be closed. Each forward-looking statement contained in this press release speaks only as of the date of this release, and CenterPoint does not assume any duty to update or revise forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to: (1) actions by credit rating agencies, including any potential downgrades to credit ratings; (2) financial market conditions; (3) general economic conditions; (4) the timing and impact of future regulatory, executive and legislative decisions and actions; and (5) other factors, risks and uncertainties discussed in CenterPoint's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and CenterPoint's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025 and other reports CenterPoint or its subsidiaries may file from time to time with the Securities and Exchange Commission ('SEC'). You are cautioned not to place undue reliance on CenterPoint's forward-looking statements. Investors and others should note that CenterPoint may announce material information using SEC filings and the Investor Relations page of its website, including press releases, public conference calls, webcasts and other investor information. In the future, CenterPoint expects to continue to use these channels to distribute material information about CenterPoint and to communicate important information about CenterPoint, key personnel, corporate initiatives, regulatory updates, and other matters. Information that CenterPoint posts on its website could be deemed material; therefore, investors are encouraged to review the information posted on the Investor Relations page of CenterPoint's website.
Business Wire
a day ago
- Business
- Business Wire
Community Health Systems, Inc. Announces Pricing of Upsized Offering of Senior Secured Notes Due 2034
FRANKLIN, Tenn.--(BUSINESS WIRE)--Community Health Systems, Inc. (the 'Company') (NYSE: CYH) today announced that its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the 'Issuer'), has priced an offering of $1,790 million aggregate principal amount of its 9.750% Senior Secured Notes due 2034 (the 'Notes') (the 'Notes Offering'). The size of the offering was increased by $290 million aggregate principal amount of Notes subsequent to the initial announcement of the proposed offering. The sale of the Notes is expected to be consummated on or about August 12, 2025, subject to customary closing conditions. The Issuer intends to use the net proceeds of the Notes Offering, together with cash on hand, to retire all of its 5.625% Senior Secured Notes due 2027 (the '2027 Notes') and to pay related fees and expenses. In particular, the Issuer intends to use the net proceeds from the Notes Offering to (i) purchase the Issuer's outstanding 2027 Notes that are validly tendered and accepted for purchase in the cash tender offer announced July 28, 2025 and (ii) to the extent the aggregate principal amount of the 2027 Notes validly tendered and accepted for purchase in the cash tender offer is less than the total aggregate principal amount outstanding of the 2027 Notes, redeem any unpurchased principal amount of the 2027 Notes on December 15, 2025. This press release shall not constitute a notice of redemption for or an offer to repurchase any 2027 Notes. The Notes are being offered in the United States 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 outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum. This notice is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act. Forward-Looking Statements This press release may include information that could constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risk and uncertainties. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.
Yahoo
a day ago
- Business
- Yahoo
Community Health Systems, Inc. Announces Offering of $1,500 Million of Senior Secured Notes Due 2034
FRANKLIN, Tenn., July 28, 2025--(BUSINESS WIRE)--Community Health Systems, Inc. (the "Company") (NYSE: CYH) today announced that its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the "Issuer"), intends to offer $1,500 million aggregate principal amount of Senior Secured Notes due 2034 (the "Notes"), subject to market and other conditions (the "Notes Offering"). The Issuer intends to use the net proceeds of the Notes Offering, together with cash on hand, to refinance a portion of its outstanding 5.625% Senior Secured Notes due 2027 (the "2027 Notes") through a tender offer and/or a redemption. This press release shall not constitute an offer to purchase any 2027 Notes. The Notes will be offered in the United States 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 outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum. This notice is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act. Forward-Looking Statements This press release may include information that could constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risk and uncertainties. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law. View source version on Contacts Investor Contacts: Kevin J. Hammons, 615-465-7000President and Chief Financial OfficerorAnton Hie, 615-465-7012Vice President – Investor Relations Media Contact:Tomi Galin, 615-628-6607Executive Vice President, Corporate Communications, Marketing and Public Affairs Sign in to access your portfolio
