Latest news with #TenderOffer
Business Wire
8 hours ago
- Business
- Business Wire
BlackRock Technology and Private Equity Term Trust (BTX) Commences Tender Offer for up to 50% of outstanding common shares
NEW YORK--(BUSINESS WIRE)--BlackRock Technology and Private Equity Term Trust (NYSE: BTX) (the 'Fund') announced today the commencement, expiration and pricing dates of the previously announced offer to repurchase up to 50% of outstanding common shares at a price per share equal to 99.5% of the Fund's net asset value ('NAV') per common share as determined on the pricing date (the 'Tender Offer'). The Fund's Board of Trustees approved the dates as detailed in the table below: Shares of the Fund will be repurchased at a price equal to 99.5% of the Fund's NAV per share as determined as of the close of the regular trading session of the NYSE on the next day the NAV is calculated after the expiration date of the Tender Offer (or, if the Tender Offer is extended, on the next day the NAV is calculated after the day to which the Tender Offer is extended). If more than 50% of the Fund's outstanding common shares are tendered, the Fund will purchase its shares from tendering shareholders on a pro rata basis. Accordingly, there is no assurance that the Fund will purchase all of the shares tendered by a shareholder in the Tender Offer. Payments for shares tendered and accepted are expected to be made approximately five business days after the expiration date. Shareholders participating in the Tender Offer will not be entitled to receive the July 2025 monthly distribution on tendered shares. The terms and conditions of the Tender Offer are set forth in an Offer to Purchase, a related Letter of Transmittal, and related documents, which will be distributed to the Fund's common shareholders and filed with the Securities and Exchange Commission (the 'SEC'). IMPORTANT NOTICE This press release is for informational purposes only and shall not constitute an offer or a solicitation to buy any common shares. Any offer to purchase Fund common shares will be made pursuant to an offer on Schedule TO. COMMON SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS, INCLUDING THE OFFER TO PURCHASE AND ANY SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WHEN THEY ARE FILED AND BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF COMMON SHARES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Common shareholders may obtain a free copy of any of these statements and other documents filed with the U.S. Securities and Exchange Commission ("SEC") at the website maintained by the SEC at or by directing such requests to the applicable Fund. About BlackRock BlackRock's purpose is to help more and more people experience financial well-being. As a fiduciary to investors and a leading provider of financial technology, we help millions of people build savings that serve them throughout their lives by making investing easier and more affordable. For additional information on BlackRock, please visit Availability of Fund Updates BlackRock will update performance and certain other data for the Fund on a monthly basis on its website in the 'Closed-end Funds' section of as well as certain other material information as necessary from time to time. Investors and others are advised to check the website for updated performance information and the release of other material information about the Fund. This reference to BlackRock's website is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate BlackRock's website in this release. Forward-Looking Statements This press release, and other statements that BlackRock or the Fund may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to the Fund or BlackRock's future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as 'trend,' 'potential,' 'opportunity,' 'pipeline,' 'believe,' 'comfortable,' 'expect,' 'anticipate,' 'current,' 'intention,' 'estimate,' 'position,' 'assume,' 'outlook,' 'continue,' 'remain,' 'maintain,' 'sustain,' 'seek,' 'achieve,' and similar expressions, or future or conditional verbs such as 'will,' 'would,' 'should,' 'could,' 'may' or similar expressions. BlackRock cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and BlackRock assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance. With respect to the Fund, the following factors, among others, could cause actual events to differ materially from forward-looking statements or historical performance: (1) changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets, which could result in changes in demand for the Fund or the Fund's net asset value; (2) the relative and absolute investment performance of the Fund and its investments; (3) the impact of increased competition; (4) the unfavorable resolution of any legal proceedings; (5) the extent and timing of any distributions or share repurchases; (6) the impact, extent and timing of technological changes; (7) the impact of legislative and regulatory actions and reforms, and regulatory, supervisory or enforcement actions of government agencies relating to the Fund or BlackRock, as applicable; (8) terrorist activities, international hostilities, health epidemics and/or pandemics and natural disasters, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or BlackRock; (9) BlackRock's ability to attract and retain highly talented professionals; (10) the impact of BlackRock electing to provide support to its products from time to time; and (11) the impact of problems at other financial institutions or the failure or negative performance of products at other financial institutions. Annual and Semi-Annual Reports and other regulatory filings of the Fund with the SEC are accessible on the SEC's website at and on BlackRock's website at and may discuss these or other factors that affect the Fund. The information contained on BlackRock's website is not a part of this press release.
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.
Associated Press
21-05-2025
- Business
- Associated Press
Bread Financial Announces Modified Dutch Auction Cash Tender Offer for 9.750% Senior Notes Due 2029
COLUMBUS, Ohio, May 21, 2025 (GLOBE NEWSWIRE) -- Bread Financial Holdings, Inc. (NYSE: BFH) ('Bread Financial' or the 'Company') today announced it has commenced a cash tender offer (the 'Tender Offer') to purchase up to $150.0 million (subject to increase, the 'Tender Cap') aggregate principal amount of its 9.750% Senior Notes maturing March 2029 (the 'Notes'). The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated May 21, 2025 (as it may be amended or supplemented, the 'Offer to Purchase'). The Tender Offer will expire at 5:00 p.m., New York City time, on June 20, 2025, unless extended or earlier terminated as described in the Offer to Purchase (such date and time, as they may be extended, the 'Expiration Time'), with an early participation deadline of 5:00 p.m., New York City time, on June 4, 2025 (the 'Early Participation Date'), unless extended or earlier terminated. The total consideration payable for each $1,000 principal amount of Notes will be determined based on a modified 'Dutch Auction' procedure. Holders of the Notes ('Holders') who validly tender (and do not validly withdraw) their Notes before 5:00 p.m., New York City time, on the Early Participation Date, and whose Notes are accepted for purchase by the Company, will be eligible to receive the 'Total Consideration,' which includes an 'Early Participation Amount' of $50.00 for each $1,000 principal amount of the Notes validly tendered. The Company may, but is not obligated to, following the Early Participation Date and prior to the Expiration Time, elect to accept the Notes validly tendered by Holders on or prior to the Early Participation Date, for settlement on such date or promptly thereafter (the 'Early Payment Date'). If the Company elects to have an Early Payment Date, it is currently expected to be June 9, 2025, though it will issue a press release announcing the date selected as the Early Payment Date. Holders who validly tender their Notes after the Early Participation Date and on or prior to the Expiration Time, and who have their Notes accepted for purchase by the Company, will not be eligible to receive the Early Participation Amount and will only receive the Total Consideration minus the Early Participation Amount (the 'Tender Offer Consideration') on the final payment date (the 'Final Payment Date'). The Final Payment Date is currently expected to occur on June 25, 2025. Holders electing to participate may specify the minimum Total Consideration (the 'Bid Price') they would be willing to receive in exchange for each $1,000 principal amount of Notes they choose to tender in the Tender Offer. The Bid Price that Holders specify for each $1,000 principal amount of Notes must be within the range set forth in the table below and must be in increments of $1.25. The following table sets forth certain terms of the Tender Offer: As more fully described in the Offer to Purchase, the Total Consideration for each $1,000 principal amount of Notes validly tendered by Holders (and not validly withdrawn) on or prior to the Early Participation Date and accepted for purchase by the Company (subject to proration, if applicable) will be equal to the sum of: (1) the 'Base Price,' which also is equal to the minimum Bid Price, and (2) the 'Clearing Premium,' which will be determined by consideration of the bid premiums of all validly tendered (and not validly withdrawn) Notes on or prior to the Early Participation Date, in order of lowest to highest bid premiums. If the aggregate amount of the Notes validly tendered (and not validly withdrawn) at or below the Clearing Premium would cause the Company to accept an aggregate principal amount of Notes in excess of the Tender Cap, then Holders of Notes tendered at the Clearing Premium will be subject to proration as described in the Offer to Purchase. Tendered Notes may be withdrawn any time on or prior to 5:00 p.m., New York City time, on June 4, 2025, unless extended by the Company (such date and time, as the same may be extended or earlier terminated, the 'Withdrawal Date'). Notes validly tendered after the Withdrawal Date may not be withdrawn or revoked, unless otherwise required by law. The Tender Offer is subject to the satisfaction or waiver of a number of conditions as set forth in the Offer to Purchase. The Company may amend, extend or terminate the Tender Offer in its sole discretion and subject to applicable law. The Company reserves the right, subject to applicable law, to (a) extend the Early Participation Date, the Withdrawal Date or the Expiration Time, in each case, to a later date and time; (b) increase the Tender Cap; (c) waive in whole or in part any or all conditions to the Tender Offer; (d) delay the acceptance for purchase of any Notes or delay the purchase of any Notes; (e) increase the maximum bid price (as described in the Offer to Purchase); (f) decrease the minimum bid price or the maximum bid price (each as described in the Offer to Purchase); or (g) otherwise modify or terminate the Tender Offer. The Company does not intend to extend the Early Participation Date, the Withdrawal Date or the Expiration Time unless required by law or otherwise in its sole discretion. J.P. Morgan Securities LLC is acting as the sole lead dealer manager and BMO Capital Markets Corp., CIBC World Markets Corp., KeyBanc Capital Markets Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Truist Securities, Inc., Fifth Third Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC are acting as co-dealer managers for the Tender Offer. Ipreo LLC is serving as the information agent and tender agent. Copies of the Offer to Purchase and related tender offering materials are available by contacting the information agent at (212) 849-3880 (banks and brokers) and at (888) 593-9546 (all others) or by email at [email protected]. Questions regarding the Tender Offer should be directed to J.P. Morgan at (866) 834-4666 (toll free) or (212) 834-7489 (collect). None of the Company, the sole lead dealer manager, the co-dealer managers, the information agent and tender agent or the trustee for the Notes makes any recommendation as to whether Holders should tender any Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes and the Bid Price or Bid Prices at which to tender. This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Tender Offer is being made solely by means of the Offer to Purchase. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by the dealer managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Cautionary Statement on Forward-Looking Language This news release may contain forward-looking statements, including, but not limited to, our financing plans and the details thereof, including the proposed tender offer of the Notes and the other expected effects of such transaction. Forward-looking statements may generally be identified by the use of the words such as 'believe,' 'expect,' 'anticipate,' 'estimate,' 'intend,' 'project,' 'plan,' 'likely,' 'may,' 'should' or other words or phrases of similar import. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding, and the guidance we give with respect to, our anticipated operating or financial results, future financial performance and outlook, future dividend declarations, and future economic conditions. We believe that our expectations are based on reasonable assumptions. Forward-looking statements, however, are subject to a number of risks and uncertainties that are difficult to predict and, in many cases, beyond our control. Accordingly, our actual results could differ materially from the projections, anticipated results or other expectations expressed in this release, and no assurances can be given that our expectations will prove to have been correct. Factors that could cause the outcomes to differ materially include, but are not limited to, the following: macroeconomic conditions, including market conditions, inflation, interest rates, labor market conditions, recessionary pressures or concerns over a prolonged economic slowdown, and the related impact on consumer spending behavior, payments, debt levels, savings rates and other behaviors; global political and public health events and conditions, including significant shifts in trade policy, such as changes to, or the imposition of, tariffs and/or trade barriers and any economic impacts, volatility, uncertainty and geopolitical instability resulting therefrom, as well as ongoing wars and military conflicts and natural disasters; future credit performance of the Company's customers, including the level of future delinquency and write-off rates; loss of, or reduction in demand for services from, significant brand partners or customers in the highly competitive markets in which the Company competes; the concentration of the Company's business in U.S. consumer credit; increases or volatility in the Allowance for credit losses that may result from the application of the current expected credit loss (CECL) model; inaccuracies in the models and estimates on which the Company relies, including the amount of its Allowance for credit losses and our credit risk management models; increases in fraudulent activity; failure to identify, complete or successfully integrate or disaggregate business acquisitions, divestitures and other strategic initiatives, including, with respect to divested businesses, any associated guarantees, indemnities or other liabilities; the extent to which the Company's results are dependent upon its brand partners, including its brand partners' financial performance and reputation, as well as the effective promotion and support of the Company's products by brand partners; increases in the cost of doing business, including market interest rates; the Company's level of indebtedness and inability to access financial or capital markets, including asset-backed securitization funding or deposits markets; restrictions that limit the ability of Comenity Bank and Comenity Capital Bank (the 'Banks') to pay dividends to the Company; pending and future litigation; pending and future federal, state, local and foreign legislation, regulation, supervisory guidance and regulatory and legal actions including, but not limited to, those related to financial regulatory reform and consumer financial services practices, as well as any such actions with respect to late fees, interchange fees or other charges; increases in regulatory capital requirements or other support for the Banks; impacts arising from or relating to the transition of the Company's credit card processing services to third party service providers that it completed in 2022; failures or breaches in the Company's operational or security systems, including as a result of cyberattacks, unanticipated impacts from technology modernization projects, failure of its information security controls or otherwise; loss of consumer information or other data due to compromised physical or cyber security, including disruptive attacks from financially motivated bad actors and third party supply chain issues; and any tax or other liability or adverse impacts arising out of or related to the spinoff of the Company's former LoyaltyOne segment or the bankruptcy filings of Loyalty Ventures Inc. and certain of its subsidiaries and subsequent litigation or other disputes. The foregoing factors, along with other risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward-looking statements, are described in greater detail under the headings 'Risk Factors' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' in our Annual Report on Form 10-K for the most recently ended fiscal year, which may be updated in Item 1A of, or elsewhere in, our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K. Our forward-looking statements speak only as of the date made, and the Company undertakes no obligation, other than as required by applicable law, to update or revise any forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise. About Bread Financial Bread Financial® (NYSE: BFH) is a tech-forward financial services company that provides simple, personalized payment, lending, and saving solutions to millions of U.S consumers. Our payment solutions, including Bread Financial general purpose credit cards and savings products, empower our customers and their passions for a better life. Additionally, we deliver growth for some of the most recognized brands in travel & entertainment, health & beauty, jewelry and specialty apparel through our private label and co-brand credit cards and pay-over-time products providing choice and value to our shared customers. Contacts Brian Vereb – Investor Relations [email protected] Susan Haugen – Investor Relations [email protected] Rachel Stultz – Media [email protected]
Yahoo
12-05-2025
- Business
- Yahoo
Adjusted EBITDA reached $35.9 million in 1Q25. Selective milling pace and strong commercial strategy. Record productivity in Rice.
LUXEMBOURG, May 12, 2025 /PRNewswire/ -- Adecoagro S.A. (NYSE: AGRO, Bloomberg: AGRO US, Reuters: AGRO.K), a leading sustainable production company in South America, announced today its results for the first quarter ended March 31, 2025. The financial information contained in this press release is based on consolidated interim financial statements presented in US dollars and prepared in accordance with International Financial Reporting Standards (IFRS), except for Non - IFRS measures. Please refer to page 22 for definitions and reconciliation to IFRS of the Non - IFRS measures used in this earnings release. Main highlights for the period: Gross sales were up 27.5% year-over-year on higher volumes sold, mainly ethanol as our commercial strategy to clear out our tanks at higher prices paid off. This, in turn, more than offset the lower prices of some of our main commodities. Adjusted EBITDA amounted to $35.9 million in 1Q25, down 60.1% versus the same period of last year. Despite an outperformance from our Dairy business, the decrease was mainly driven by a year-over-year loss in the mark-to-market of our biological assets in our Sugar, Ethanol & Energy business on lower crushing volume, as well as in our Rice operations on lower prices compared to record levels seen in 1Q24. Furthermore, corporate expenses were $4.8 million higher year-over-year, mainly due to one-off expenses related to the Tender Offer. Year to date, we have already committed $45.2 million to shareholder distribution via a combination of cash dividends ($35 million split in two equal installments) and share repurchases ($10.2 million). Sugar, Ethanol & Energy business: Adjusted EBITDA in the SE&E business reached $29.9 million during 1Q25, 42.4% lower year-over-year.(+) Higher net sales on greater ethanol volume sold and prices. Commercial strategy paid off as we emptied our tanks (30% of the total ethanol produced in 2024) at prices 30% above versus 1Q24 in local currency.(-) Crushing down 31.3% year-over-year on lower yields given the dry weather experienced in 2024 (33% lower rains versus the 15-year average). Furthermore, we strategically decided to harvest cane with limited growth potential (5th cut and above) to allow younger cane to continue growing.(-) Sugar/Ethanol mix at 42%/58% given lower production flexibility. We continue to maximize sugar production and prefer hydrous ethanol over anhydrous on better prices.(-) Cost of production at 11.1 cts/lb driven by lower dilution of fixed costs on lower volume.(-) Year-over-year loss in biological assets (harvested cane) due to lower crushing volume and lower Consecana price versus 1Q24. Farming business: Adjusted EBITDA for the Farming business amounted to $16.6 million during 1Q25, marking a 62.2% year-over-year decline. (+) Higher prices for Dairy's value-added products.(-) Lower prices for Rice, especially compared to the record levels seen in 1Q24.(-) Year-over-year losses in the mark-to-market of our biological assets and agricultural produce for our Crops (lower-than-expected yields and prices).(-) Higher costs in U.S. dollar terms. Remarks Tether Investments S.A. de C.V. Acquires 70% Stake in Adecoagro On March 27, 2025, Adecoagro's Board of Directors unanimously approved Tether's offer to acquire at least 51% and up to 70% of the Company's common shares at $12.41 per share and recommended to shareholders of the Company to accept the offer and tender their shares. The Tender Offer, open from March 28 to April 24, 2025, resulted in 67,075,545 shares being tendered - meeting the minimum and exceeding the maximum threshold. As a result, shares were accepted on a prorated basis at approximately 73.9%. Tether is a global leader in stablecoin technology and the creator of the USDT. Their support will enhance Adecoagro's ability to accelerate growth in sustainable agriculture and energy, maintain financial discipline, and drive long-term value creation across South America. In alignment with this vision, the Transaction Agreement reflects a shared commitment to continuity, with both parties agreeing to preserve the existing management structure and the current four business units, while also incorporating a series of protections for minority shareholders. For more information, please refer to our Investor Relations' website ( 2025 Shareholder Distribution As of the date of this report, we have already committed $45.2 million to shareholder distributions. This was executed via: Cash dividends: $35.0 million approved. On May 16, 2025, we will pay the first installment of $17.5 million (~$0.1750 per share) to shareholders of the Company of record at close of business on May 2, 2025. The second installment shall be payable in November 2025 in an equal cash amount. Share repurchases: $10.2 million expended year-to-date in repurchasing 1.1% of the company's equity (1.1 million shares at an average price of $9.65 per share). Dividend distribution and share repurchases are part of the company's distribution policy, which consists of a minimum distribution of 40% of the Adjusted Free Cash Flow from Operations (NCFO) generated in the prior year. Based on 2024's NCFO, the minimum during 2025 is $64.4 million. Non-Gaap Financial Measures: For a full reconciliation of non-gaap financial measures please refer to page 22 of our 1Q25 Earnings Release found on Adecoagro's website ( Forward-Looking Statements: This press release contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about us and our industry. These forward-looking statements can be identified by words or phrases such as "anticipate," "forecast", "believe," "continue," "estimate," "expect," "intend," "is/are likely to," "may," "plan," "should," "would," or other similar expressions. The forward-looking statements included in this press release relate to, among others: (i) our business prospects and future results of operations; (ii) weather and other natural phenomena; (iii) developments in, or changes to, the laws, regulations and governmental policies governing our business, including limitations on ownership of farmland by foreign entities in certain jurisdictions in which we operate, environmental laws and regulations; (iv) the implementation of our business strategy; (v) the correlation between petroleum, ethanol and sugar prices; (vi) our plans relating to acquisitions, joint ventures, strategic alliances or divestitures, and to consolidate our position in different businesses; (vii) the efficiencies, cost savings and competitive advantages resulting from acquisitions; (viii) the implementation of our financing strategy, capital expenditure plan and expected shareholder distributions; (ix) the maintenance of our relationships with customers; (x) the competitive nature of the industries in which we operate; (xi) the cost and availability of financing; (xii) future demand for the commodities we produce; (xiii) international prices for commodities; (xiv) the condition of our land holdings; (xv) the development of the logistics and infrastructure for transportation of our products in the countries where we operate; (xvi) the performance of the South American and world economies; (xvii) the relative value of the Brazilian Reais, the Argentine Peso, and the Uruguayan Peso compared to other currencies; and (xviii) the acquisition by Tether of a 70% stake in Adecoagro. These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may turn out to be incorrect. Our actual results could be materially different from our expectations. In light of the risks and uncertainties described above, the estimates and forward-looking statements discussed in this press release might not occur, and our future results and our performance may differ materially from those expressed in these forward-looking statements due to, inclusive, but not limited to, the factors mentioned above. Because of these uncertainties, you should not make any investment decision based on these estimates and forward-looking statements. The forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this press release. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events. To read the full 1Q25 earnings release, please access A conference call to discuss 1Q25 results will be held on May 13, 2025, with a live webcast through the internet: Conference CallMay 13, 20259 a.m. US EST10 a.m. Buenos Aires10 a.m. São Paulo3 p.m. LuxembourgTo participate, please register at the link Investor Relations DepartmentEmilio GneccoCFOVictoria CabelloIROEmail: ir@ About Adecoagro:Adecoagro is a leading sustainable production company in South America. Adecoagro owns 210.4 thousand hectares of farmland and several industrial facilities spread across the most productive regions of Argentina, Brazil and Uruguay, where it produces over 3.1 million tons of agricultural products and over 1 million MWh of renewable electricity. View original content: SOURCE Adecoagro S.A.
Business Wire
08-05-2025
- Business
- Business Wire
Herc Holdings Extends Tender Offer to Acquire H&E Equipment Services
BONITA SPRINGS, Fla.--(BUSINESS WIRE)--Herc Holdings Inc. (NYSE: HRI) ('Herc' or 'the Company') announced today that it has extended its previously announced tender offer (the 'Offer') to acquire all of the outstanding shares of H&E Equipment Services, Inc. (NASDAQ: HEES) ('H&E') common stock for $78.75 in cash and 0.1287 shares of Herc common stock for each H&E share, in each case without interest, pursuant to the terms of the previously announced merger agreement, dated February 19, 2025, between Herc, HR Merger Sub, Inc. and H&E (the 'Merger Agreement'). The Offer, which was previously scheduled to expire at one minute past 11:59 p.m. Eastern Time, on May 13, 2025, has been extended until one minute past 11:59 p.m. Eastern Time, on May 22, 2025, unless further extended in accordance with the terms of the Merger Agreement. The Offer was extended to allow additional time for the satisfaction of the remaining conditions of the tender offer, including receipt of applicable regulatory approvals. The Offer remains subject to the conditions to the completion of the Offer, as set forth in the Prospectus/Offer to Exchange, dated March 19, 2025 (as subsequently amended), the related Letter of Transmittal and certain other Offer documents, copies of which are attached to the Tender Offer Statement on Schedule TO filed by the Company and H&E with the U.S. Securities and Exchange Commission (the 'SEC') on March 19, 2025 (as subsequently amended). Computershare Trust Company, N.A., the depository and paying agent for the Offer, has advised the Company that as of close of business on May 7, 2025, 11,999,305 H&E shares have been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 32.73% of the outstanding H&E shares, and an additional 53,759 H&E shares were tendered pursuant to guaranteed delivery procedures, representing an additional approximate 0.15% of the outstanding H&E shares. About Herc Holdings Inc. Founded in 1965, Herc Holdings Inc., which operates through its Herc Rentals Inc. subsidiary, is a full-line rental supplier with 453 locations across North America, and 2024 total revenues of approximately $3.6 billion. We offer products and services aimed at helping customers work more efficiently, effectively, and safely. Our classic fleet includes aerial, earthmoving, material handling, trucks and trailers, air compressors, compaction, and lighting equipment. Our ProSolutions® offering includes industry-specific, solutions-based services in tandem with power generation, climate control, remediation and restoration, pumps, and trench shoring equipment as well as our ProContractor professional grade tools. We employ approximately 7,600 employees, who equip our customers and communities to build a brighter future. Learn more at and follow us on Instagram, Facebook and LinkedIn. Cautionary Note Regarding Forward-Looking Statements This communication includes 'forward-looking statements,' within the meaning of Section 21E of the Securities Exchange Act, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements related to the Company, H&E and the proposed acquisition of H&E by the Company that involve substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this communication include, among other things, statements about the potential benefits of the proposed transaction, the Company's plans, objectives, expectations and intentions, the financial condition, results of operations and business of each of the Company and H&E, expected valuation and re-rating opportunities for the combined company, and the anticipated timing of closing of the proposed transaction. Forward-looking statements are generally identified by the words 'estimates,' 'expects,' 'anticipates,' 'projects,' 'plans,' 'intends,' 'believes,' 'forecasts,' 'looks,' and future or conditional verbs, such as 'will,' 'should,' 'could' or 'may,' as well as variations of such words or similar expressions. All forward-looking statements are based upon our current expectations and various assumptions and apply only as of the date of this communication. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that our expectations, beliefs and projections will be achieved or that the completion and anticipated benefits of the proposed transaction can be guaranteed, and actual results may differ materially from those projected. You should not place undue reliance on forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from those suggested by our forward-looking statements, including, but not limited to, (i) the possibility that the sufficient number of H&E's shares are not validly tendered into the tender offer to meet the minimum condition; (ii) the Company's ability to implement its plans, forecasts and other expectations with respect to H&E's business after the completion of the proposed transaction and realized expected synergies; (iii) the ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; (iv) the Company and H&E may be unable to obtain regulatory approvals required for the proposed transaction or may be required to accept conditions that could reduce the anticipated benefits of the proposed transaction as a condition to obtaining regulatory approvals; (v) the length of time necessary to consummate the proposed transaction may be longer than anticipated; (vi) problems may arise in successfully integrating the businesses of the Company and H&E, including, without limitation, problems associated with the potential loss of any key employees, customers, suppliers and other counterparties of H&E (vii) the proposed transaction may involve unexpected costs, including, without limitation, the exposure to any unrecorded liabilities or unidentified issues during the due diligence investigation of H&E or that are not covered by insurance, as well as potential unfavorable accounting treatment and unexpected increases in taxes; (viii) the Company's business may suffer as a result of uncertainty surrounding the proposed transaction, any adverse effects on our ability to maintain relationships with customers, employees and suppliers; (ix) the occurrence of any event, change to other circumstances that could give rise to the termination of the merger agreement, the failure of the closing conditions included in the merger agreement to be satisfied, or any other failure to consummate the proposed transaction; (x) any negative effects of the announcement of the proposed transaction of the financing thereof on the market price of the Company common stock or other securities; (xi) the industry may be subject to future risks including those set forth in the 'Risk Factors' section in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and in the other filings with the SEC by each of the Company and H&E and (xii) Herc may not achieve its valuation or re-rating opportunities. The foregoing list of factors is not exhaustive. Investors should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of the Company and H&E, including those described in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and in the other filings with the SEC by each of the Company and H&E. All forward-looking statements are expressly qualified in their entirety by such cautionary statements. We undertake no obligation to update or revise forward-looking statements that have been made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. Additional Information and Where to Find It The Company commenced the exchange offer on March 19, 2025. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for any offer materials that the Company and its acquisition subsidiary, HR Merger Sub Inc. ('Merger Sub'), has filed or will file with the U.S. Securities and Exchange Commission (the 'SEC'). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The solicitation and offer to buy H&E shares will only be made pursuant to the Offer to Exchange and related exchange offer materials that the Company has filed with the SEC. At the time the exchange offer was commenced, the Company and Merger Sub filed a tender offer statement on Schedule TO (as subsequently amended), the Company filed a registration statement on Form S-4 (as subsequently amended), and H&E filed a Solicitation/Recommendation Statement on Schedule 14D-9 (as subsequently amended) with the SEC with respect to the exchange offer. H&E'S SHAREHOLDERS AND OTHER INVESTORS ARE URGED TO READ CAREFULLY THE EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER MATERIALS), THE REGISTRATION STATEMENT ON FORM S-4, AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF H&E SHARES AND OTHER INVESTORS SHOULD CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE EXCHANGE OFFER. The Offer to Exchange, the related Letter of Transmittal, certain other exchange offer documents, as well as the registration statement on Form S-4 and the Solicitation/Recommendation Statement on Schedule 14D-9, have been or will be made available to H&E shareholders at no expense to them and are also made available for free at the SEC's web site at Additional copies may be obtained for free by contacting either the Company or H&E. Copies of the documents filed with the SEC by H&E will be available free of charge on H&E's website at Copies of the documents filed with the SEC by the Company will also be available free of charge on the Company's website at In addition to the tender offer materials, the Company and H&E file annual, quarterly and current reports, proxy statements and other information with the SEC, which are available to the public at the SEC's web site (
