Latest news with #Tender
Time Out
4 days ago
- Entertainment
- Time Out
A giant mural is coming to the steps of the Brooklyn Museum this week
This week, the Brooklyn Museum's front steps are trading stone for softness in a striking new installation. On Friday, June 6, the museum will unveil Tender, a sweeping, site-specific mural by Brooklyn-based fiber artist Melissa Joseph. The work transforms the museum's Iris Cantor Plaza into a vivid, contemplative tapestry of friends and family embracing, resting and laughing, everyday moments elevated into public art. The installation is part of the 2025 UOVO Prize, which awards one emerging Brooklyn artist a cash grant, a solo show and not one but two public installations. In addition to the museum steps, Joseph's work now spans a 50-by-50-foot mural on the facade of UOVO's Bushwick facility. Known for her needle-felted portraits made from wool and recycled sari silk, Joseph turned to personal memories to shape Tender. 'Creating these images helped to guide me through a difficult time in my life and studio practice,' she told Time Out. 'My intention was to give space for softness and rest, even briefly, as people passed by.' Months of small-scale work suddenly scaled up, with emotional results. 'I definitely teared up a bit when my family and friends who are featured saw themselves in the murals for the first time,' she added. The murals mark a shift in medium, but not message. By enlarging her textured portraits into photographic reproductions, Joseph invites viewers to connect with the quiet intimacy at the heart of her work. As Kimberli Gant, curator of modern and contemporary art at the Brooklyn Museum, put it: 'We're especially excited to see Melissa Joseph's vibrant installation—rooted in themes of connection and community—on view on our plaza, reflecting the power of public art to meet people in their everyday lives.' Tender will remain on view at the Brooklyn Museum through Nov. 2, 2025. The Bushwick mural, located at 105 Evergreen Avenue, is up through June 2026.
Yahoo
29-05-2025
- Business
- Yahoo
Lido Merger Sub, Inc. Announces Completion of Consent Solicitation for 8.875% Senior Notes due 2029 of Landsea Homes Corporation
NEW YORK, May 29, 2025 (GLOBE NEWSWIRE) -- Lido Merger Sub, Inc. (the 'Company') announced today that, according to information provided by Global Bondholder Services Corporation, the Information and Tender Agent for the Company's previously announced cash tender offer (the 'Tender Offer') and consent solicitation (the 'Consent Solicitation'), as of 5:00 p.m., New York City time, on May 29, 2025, the Company had received tenders and consents from holders of $293,848,000 in aggregate principal amount of Landsea Homes Corporation's ('Landsea Homes') outstanding 8.875% Senior Notes due 2029 (the 'Notes'), representing approximately 97.95% of the total outstanding principal amount of the Notes. As a result, Landsea Homes, the guarantors of the Notes and the trustee for the Notes executed a supplemental indenture relating to the Notes, on May 29, 2025 (the 'Supplemental Indenture') to effect the Proposed Amendments. The Proposed Amendments eliminate the requirement to make a 'Change of Control Offer' in connection with Landsea Homes' proposed merger with the Company (the 'Merger') and eliminate substantially all of the other restrictive covenants and certain events of default and other provisions in the indenture governing the Notes. The Supplemental Indenture provides that the Proposed Amendments will not become operative unless and until the Notes representing at least a majority in aggregate principal amount of the Notes are accepted for purchase by the Company pursuant to the terms of the Tender Offer and Consent Solicitation. The table below sets forth the consideration payable in connection with the Tender Offer:*$300,000,000 8.875% Senior Notes due 2029 CUSIP: 51509PAA1 / U5130TAA3 $994.38 $50.00 $1,044.38 (1) For each $1,000 in principal amount of Notes. Does not include accrued and unpaid interest from the last date on which interest has been paid to, but excluding, the applicable settlement date that will be paid on the Notes accepted for purchase. (2) Payable only to holders who validly tender (and do not validly withdraw) Notes on or prior to the Early Tender Date. (3) The Early Participation Premium is included in the Total Consideration for Notes tendered and accepted on or prior to the Early Tender Date. * CUSIPs are provided for the convenience of Holders. No representation is made as to the correctness or accuracy of such numbers. Holders whose Notes are accepted in the Tender Offer will also be paid accrued and unpaid interest, if any, on the Notes to, but not including, the applicable settlement date. Holders tendering after the Early Tender Date have until the Expiration Date to tender their Notes pursuant to the Tender Offer. Holders who validly tender additional Notes after the Early Tender Date and before the Expiration Date will receive the Tender Consideration listed above, which does not include the Early Participation Premium. The Withdrawal Deadline was May 27, 2025, at 5:00 p.m., New York City time. As a result, Notes tendered pursuant to the Tender Offer may not be withdrawn and the Consents delivered pursuant to the Consent Solicitation may not be revoked, except as required by law. Consummation of the Tender Offer and payment for any Notes validly tendered pursuant to the Tender Offer are subject to the satisfaction of certain conditions, including, but not limited to, the consummation of the Merger and a financing condition. The closing of the Merger is expected to occur early in the third quarter of 2025, and we intend to extend the Expiration Date until the closing of the Merger. The Company reserves the right, at its sole discretion, to waive any and all conditions to the Tender Offer. Complete details of the terms and conditions of the Tender Offer and the Consent Solicitation are included in the Company's Offer to Purchase and Consent Solicitation Statement, dated May 13, 2025 (as amended or supplemented from time to time, the 'Statement'). The Merger is subject to customary closing conditions. The consummation of the Merger, or any related financing, is not conditioned upon, either directly or indirectly, the consummation of the Tender Offer. Except as set forth herein, all other terms, provisions and conditions of the Tender Offer and the Consent Solicitation will remain in full force and effect as set forth in the Statement. All capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Statement. Requests for documents relating to the Tender Offer and the Consent Solicitation may be directed to Global Bondholder Services Corporation, the Information and Tender Agent, at (855) 654-2015 or (212) 430-3774 (Banks and Brokers). J.P. Morgan Securities LLC and Apollo Global Securities, LLC will act as Dealer Managers and Solicitation Agents for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3554 (collect) or Apollo Global Securities, LLC at (833) 383-9662 (toll-free). This press release does not constitute an offer to purchase, or a solicitation of an offer to sell or a solicitation of consents with respect to, any security. The Tender Offer and Consent Solicitation are being made solely pursuant to the Statement. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer and Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of the Company by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such above information includes 'forward looking' statements as defined in the Private Securities Litigation Reform Act of 1995, including statements about the proposed Tender Offer and Consent Solicitation and the intended completion of the Merger. Such statements only reflect the Company's best assessment at this time and are indicated by words or phrases such as 'plans,' 'intends,' 'will' or similar words or phrases. These statements are based on the Company's current expectations, estimates and assumptions and are subject to many risks, uncertainties and unknown future events that could cause actual results to differ materially. Actual results may differ materially from those set forth in this press release due to the risks and uncertainties inherent to transactions of this nature, including, without limitation, whether or not the Company completes the proposed Tender Offer and Consent Solicitation on terms currently contemplated or otherwise and whether or not the Merger is consummated. The Company is under no obligation to (and specifically disclaims any such obligation to) update or alter these forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. Media Contact: Tim Ragones / Kate ThompsonJoele Frank, Wilkinson Brimmer Katcher(212) 355-4449Error 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
28-05-2025
- Business
- Business Wire
AmeriGas Partners, L.P. and AmeriGas Finance Corp. Announce Results of Tender Offer for any and all of their Outstanding 5.875% Senior Notes due 2026
VALLEY FORGE, Pa.--(BUSINESS WIRE)--UGI Corporation (NYSE: UGI) announced today that its subsidiaries, AmeriGas Partners, L.P. ('AmeriGas Partners') and AmeriGas Finance Corp., (together with AmeriGas Partners, the 'Offerors') have received, as of 5:00 p.m., New York City time, on May 27, 2025 (the 'Expiration Time'), tenders from holders of $553,275,000 in aggregate principal amount (excluding tenders through guaranteed delivery procedures), representing approximately 83.3%, of the Offerors' 5.875% Senior Notes due 2026 (CUSIP: 030981 AJ3) (the '2026 Notes'), in connection with its previously announced tender offer (the 'Tender Offer'), which commenced on May 20, 2025 and is described in the Offer to Purchase, dated May 20, 2025, and the related Letter of Transmittal and Notice of Guaranteed Delivery (the 'Offer Documents'). The Offerors' obligation to accept for purchase, and to pay for, any 2026 Notes pursuant to the Tender Offer is subject to a number of conditions set forth in the Offer Documents, including the Offerors successful completion of one or more debt financing transactions, including potential debt securities offerings, in an amount sufficient, together with cash on hand and other sources of liquidity to (i) fund the purchase of validly tendered 2026 Notes accepted for purchase in the Tender Offer and (ii) pay all related fees and expenses associated with the foregoing. Subject to the satisfaction or waiver of the conditions set forth in the Offer Documents, the settlement date for the 2026 Notes validly tendered (and not validly withdrawn) prior to the Expiration Time or pursuant to guaranteed delivery procedures and accepted for purchase in the Tender Offer is expected to occur on Friday, May 30, 2025 (the 'Settlement Date'). 2026 Notes validly tendered (and not validly withdrawn) and accepted for purchase will receive total consideration of $1,010 for each $1,000 principal amount of the 2026 Notes tendered, plus accrued and unpaid interest up to, but excluding, the Settlement Date for such 2026 Notes accepted for purchase. Substantially concurrently with the commencement of the Tender Offer, the Offerors issued a conditional notice of full redemption to redeem any 2026 Notes not purchased in the Tender Offer and that remain outstanding pursuant to the indenture governing the 2026 Notes. Nothing in this announcement should be construed as a notice of redemption with respect to the 2026 Notes, as any redemption will be made pursuant to a notice of redemption in accordance with the indenture governing the 2026 Notes. In connection with the Tender Offer, the Offerors have retained BofA Securities as the Dealer Manager. Questions regarding the Tender Offer should be directed to BofA Securities at debt_advisory@ Attn: Debt Advisory or by calling toll-free at 888-292-0070 or 980-387-2113 (international). Requests for copies of the Offer Documents should be directed to D.F. King & Co., Inc., the Information Agent for the Tender Offer, at (800) 814-2879 (toll free) or 212-269-5550. These documents are also available at This announcement is not an offer to purchase or a solicitation of an offer to sell with respect to any 2026 Notes. Any offer to purchase the 2026 Notes has been made by means of the Offer Documents. No offer to purchase will be made in any jurisdiction in which such an offer to purchase would be unlawful. Cautionary Statements: This press release contains 'forward-looking statements' within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as amended, and the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the Offerors' intention to purchase any 2026 Notes or to engage in any debt financing transactions. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this press release and are based on current expectations and involve a number of assumptions, risks, and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Readers are strongly encouraged to read the full cautionary statements contained in AmeriGas Partners' most recent annual report and in UGI's filings with the U.S. Securities and Exchange Commission, and in UGI's and the Offerors' other communications with investors. UGI and the Offerors disclaim any obligation to update or revise any forward-looking statements. About AmeriGas Partners AmeriGas Partners is the largest retail propane marketer in the United States, with approximately 827 million gallons of propane sold annually to 1.1 million customers in all 50 states from approximately 1,360 locations. About UGI UGI Corporation (NYSE: UGI) is a distributor and marketer of energy products and services in the US and Europe. UGI offers safe, reliable, affordable, and sustainable energy solutions to customers through its subsidiaries, which provide natural gas transmission and distribution, electric generation and distribution, midstream services, propane distribution, renewable natural gas generation, distribution and marketing, and energy marketing services.
Yahoo
11-04-2025
- Business
- Yahoo
Orbis Statement on Proposed Merger Between Tsuruha and Welcia and Proposed Tender Offer by Aeon
LONDON, April 11, 2025--(BUSINESS WIRE)--Orbis Investments ("Orbis") is a global investment group founded in 1989. We are a significant investor in Japanese listed companies, and have been a shareholder in Tsuruha Holdings Inc. ("Tsuruha") since 2000. As at 28 February 20251, funds and mandates managed by Orbis held 9.7% of Tsuruha's outstanding issued share capital. As a long-term investor, Orbis seeks to engage in constructive dialogue with investee companies on matters of concern, consistent with Principle 5 of Japan's Stewardship Code. Where such concerns persist, we may share them publicly if we believe doing so furthers the interests of our clients. Orbis notes with concern the announcement by Tsuruha of 11 April 2025 regarding the proposed tripartite "Capital and Business Alliance" between Tsuruha, Aeon Co., Ltd ("AEON"), and Welcia Holdings Co, Ltd ("Welcia"), which comprises a proposed share-for-share merger between Tsuruha and Welcia (the "Merger"), followed by a tender offer by AEON for shares of the merged entity (the "Tender Offer"). Orbis opposes these transactions based on its belief that the proposed terms of each of the Merger and the Tender Offer undervalue Tsuruha and fail to provide a sufficient control premium. The Merger: Tsuruha shareholders will be asked to approve the Merger with Welcia at Tsuruha's annual general meeting of shareholders ("AGM") on 26 May 2025, which will require approval of two-thirds of those voting in person or by proxy. ORBIS PLANS TO EXERCISE ITS 9.7% TSURUHA STAKE TO VOTE AGAINST THE MERGER. The merger is proposed to be effected by a share-for-share exchange between Tsuruha and Welcia, at a ratio of only 4.34 Welcia shares for each Tsuruha share (prior to Tsuruha's proposed stock split to take place on 1 September 2025). This would result in Tsuruha being the surviving entity, with existing Tsuruha shareholders owning approximately 51% and Welcia shareholders owning approximately 49%. In Orbis' view, the proposed Merger substantially undervalues Tsuruha given that Tsuruha: is significantly more profitable than Welcia, and has a far stronger balance sheet, with substantial net cash and investment securities at 28 February 2025 while Welcia had net debt. The Tender Offer: If the proposed Merger is approved, AEON will own approximately 39% of Tsuruha. AEON then plans to make a tender offer in December 2025 for a further 11.9% of Tsuruha's issued shares at a price of ¥11,400 per share, a 4.6% premium to the closing price on 11 April 2025. If each of the Merger and Tender Offer proceed, AEON will ultimately own approximately 50.9% of the merged Tsuruha entity. On 13 March 2024, AEON acquired 6.6m Tsuruha shares, then representing 13.41% of Tsuruha's outstanding issued share capital, from a fund managed by Oasis Management Company Limited ("Oasis"), at a price of ¥15,500 per share. AEON would, under its proposed December 2025 Tender Offer, acquire a controlling position in Tsuruha at a DISCOUNT of nearly 27% to the price at which its 13.41% stake was acquired from Oasis in March 2024. In Orbis' view, AEON acquiring only 11.9% in December 2025 to obtain a bare minimum 50.9% controlling position is deeply concerning: Japan's Corporate Governance Code highlights potential conflicts of interest and concerns about minority shareholder rights in companies with a controlling shareholder. The number of subsidiaries listed on the Tokyo Stock Exchange ("TSE") declined by approximately 25% from 2019 to 2024, and by 12% in 2024 alone. This trend may continue to accelerate given the TSE's call for companies to take "action to implement management that is conscious of cost of capital and stock price" and the potential for the TSE to encourage improved corporate governance by enhancing disclosure requirements and listing rules. Indeed, AEON itself has previously acknowledged the potential for this type of conflict of interest in the context of its recent transaction to acquire sole ownership of its subsidiary AEON DELIGHT CO., LTD. Orbis believes that AEON should offer to buy 100% of the merged Tsuruha entity for cash at a price of greater than the ¥15,500 per share AEON paid for Oasis' 13.41% stake in Tsuruha to reflect a control premium. Orbis calls upon Tsuruha shareholders to reject the proposed Merger at the 26 May AGM, and on Tsuruha's board to allow other interested parties to offer a higher price, accompanied by the opportunity to conduct full due diligence to support their potential bids. Indeed, we believe that a fair price to take control of Tsuruha is likely to be in excess of ¥15,500 per share, and could be around ¥20,000 per share. Orbis urges Tsuruha, Welcia and AEON to treat all shareholders fairly, and submits that doing so is essential to protect the public interest in maintaining confidence in the efficiency, fairness and integrity of capital markets. 1 The record date for the purpose of Tsuruha shareholders' entitlement to vote on the Merger. View source version on Contacts If you have any questions regarding the contents of this press release, please contact:Investor Contact:John ChristyOrbis Media Contact:Steve SchaeferHewes Communications212-207-9456steve@ Sign in to access your portfolio
Reuters
07-04-2025
- Entertainment
- Reuters
'Adolescence' TV drama exposes global issue of teenage violence
Summary Companies Drama tops global Netflix charts, shocking audiences Depicts events around killing of girl by teenage boy Themes of misogyny, online radicalisation resonate Campaigners welcome important conversation LONDON, April 7 (Reuters) - TV drama "Adolescence" has shocked and captivated audiences around the world, providing what campaigners say is a rare opportunity to tackle the largely hidden world of online misogyny and violence. Since its release on Netflix on March 13, more than 96 million people have watched the British four-episode series that begins with armed police raiding the home of a terrified 13-year-old boy accused of murdering a young girl, and ends with a raw illustration of the pain of his broken family. The action in between, with each hour-long episode shot in a dizzying single take, slowly destroys the initial disbelief that a child so young could commit such a violent crime. It depicts a toxic online culture known loosely as the manosphere in which common teenage male insecurities about attractiveness and romantic failure can warp into resentment and hatred of the opposite sex. "There are people who will watch it and go 'but that boy couldn't do that'. The point is that boy can do it," said Susie McDonald, CEO of charity Tender that educates children and adults on healthy relationships "Suddenly the possibility becomes normal, and so we begin to say, what on earth can we do to stop that from happening?" The show is number one in the Netflix global Top 10 and heads the charts in almost every country - from Brazil to Bahrain - for which the streaming platform provides data. "Although on the surface it feels like it's a very British production ... actually, the themes that it's dealing with: what our children are doing online, what they're listening to ... I think that's as important in America, as it is India, as it is Australia," film critic Kaleem Aftab told Reuters. Portuguese police produced a guide for parents to explain the hidden meaning of emojis used by young people - a plot component in the show. The Sydney Morning Herald produced a guide on how to talk to children more effectively than the parents in the programme. British police urged parents to look for signs their child may be being radicalised online, using data showing 60% of referrals to its terrorism prevention system came from children aged 17 or under to highlight the scale of the wider problem. HIT HOME HARD IN DOWNING STREET "Adolescence" reached the home of British Prime Minister Keir Starmer, who watched it with his teenage son and daughter. "It hit home hard," Starmer said in a statement, backing a scheme to make the show available to schools across the country and encouraging a national conversation on the isues it raises. "This isn't a challenge politicians can simply legislate for. Believe me, if I could pull a lever to solve it, I would." Matt Pinkett, an author on masculinity and a teacher, described how the show had left him fizzing with lesson ideas, but said it needed to be used carefully to avoid further marginalising boys already at risk of radicalisation. The show has created a moment that campaigners, police and educators have been waiting for: a general public prepared to accept the uncomfortable truth that they do not know what their children are doing online, and that they all need help. "This is the start of something. What we need to do as an education profession is make sure that we take advantage of that," said Pepe Di'Iasio, General Secretary of Britain's Association of School and College Leaders. McDonald said Tender was working with Netflix to produce materials teachers can use in schools, using script excerpts and clips of scenes to spark wider discussion. "This (show) is not going to solve the problem, but it's enabled everybody to actually notice that there is a problem," she said.
