Latest news with #TheNasdaqGlobalSelectMarket
Yahoo
14 hours ago
- Business
- Yahoo
Opendoor Announces Preliminary Proxy Filing Seeking Approval for Discretionary Reverse Stock Split
SAN FRANCISCO, June 06, 2025 (GLOBE NEWSWIRE) -- Opendoor Technologies Inc. (Nasdaq: OPEN) (the 'Company,' 'Opendoor,' 'we,' 'our' or 'us'), a leading e-commerce platform for residential real estate transactions, filed a preliminary proxy statement. The proxy statement was furnished in connection with the solicitation of proxies by Opendoor's Board of Directors (the 'Board') for use at the Company's Special Meeting of Stockholders to be held on Monday, July 28, 2025, at 9:30 a.m. Pacific Time. Our Board has adopted and is recommending that our stockholders approve amendments to our Certificate of Incorporation, to effect a reverse stock split of our common stock ('Common Stock') at a ratio ranging from any whole number between 1‑for‑10 and 1‑for‑50, with the exact ratio within such range to be determined by the Board in its discretion (the 'Reverse Stock Split'), subject to the Board's authority to determine when to file the amendment and to abandon the other amendments notwithstanding prior stockholder approval of such amendments. 'This proposal is intended to support long-term shareholder value and give us optionality in preserving our listing on Nasdaq,' said Selim Freiha, CFO of Opendoor. 'We're grateful for the continued support of our shareholders, and remain focused on building a durable, technology-driven platform that powers life's progress, one move at a time.' The Board's decision as to whether and when to effect the Reverse Stock Split will be based on a number of factors, including market conditions, the historical, then‑existing and expected trading price of our Common Stock, the anticipated impact of the Reverse Stock Split on the trading price of our Common Stock and on the number of holders of our Common Stock, and the continued listing requirements of The Nasdaq Global Select Market. Although our stockholders may approve the Reverse Stock Split, we will not effect the Reverse Stock Split if the Board does not deem it to be in the best interests of the Company and its stockholders. For additional information regarding the Company's Special Meeting of Stockholders, please see the Company's preliminary proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on June 6, 2025. About Opendoor Opendoor is a leading e-commerce platform for residential real estate transactions whose mission is to power life's progress, one move at a time. Since 2014, Opendoor has provided people across the U.S. with a simple and certain way to sell and buy a home. Opendoor is a team of problem solvers, innovators, and operators who are leading the future of real estate. Opendoor currently operates in markets nationwide. For more information, please visit Forward Looking Statements This press release contains certain forward-looking statements within the meaning of Section 27A the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking, including statements regarding the implementation of any Reverse Stock Split, if approved by stockholders, our compliance with listing requirements for the Nasdaq Global Select Market, our efforts to support long-term stockholder value and the Company's business strategy and mission. These forward-looking statements generally are identified by the words 'anticipate', 'believe', 'contemplate', 'continue', 'could', 'estimate', 'expect', 'forecast', 'future', 'guidance', 'intend', 'may', 'might', 'opportunity', 'outlook', 'plan', 'possible', 'potential', 'predict', 'project', 'should', 'strategy', 'strive', 'target', 'vision', 'will', or 'would', any negative of these words or other similar terms or expressions. The absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements. The factors that could cause or contribute to actual future events to differ materially from the forward-looking statements in this press release include but are not limited to: the Company's ability to comply with the continued listing requirements of the Nasdaq Global Select Market; risks associated with the Company's indebtedness and capital structure; the current and future health and stability of the economy, financial conditions and residential housing market, including any extended downturns or slowdowns; changes in general economic and financial conditions (including federal monetary policy, the imposition of tariffs and price or exchange controls, interest rates, inflation, actual or anticipated recession, home price fluctuations, and housing inventory), as well as the probability of such changes occurring, that impact demand for the Company's products and services, lower the Company's profitability or reduce its access to future financings; actual or anticipated fluctuations in the Company's financial condition and results of operations; the Company's ability to access sources of capital, including debt financing and securitization funding to finance its real estate inventories and other sources of capital to finance operations and growth. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described under the caption 'Risk Factors' in the Company's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the 'SEC') on February 27, 2025, as updated by its periodic reports and other filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations. Additional Information and Where to Find It The Company intends to file with the SEC a definitive proxy statement on Schedule 14A with respect to its solicitation of proxies for the Special Meeting of Stockholders described above. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY THE COMPANY AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by the Company free of charge through the website maintained by the SEC at Copies of the documents filed by the Company are also available free of charge by accessing the Company's website at Participants in the Solicitation The Company, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies with respect to a solicitation by the Company. Information about the Company's executive officers and directors is available in the Company's Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2025. To the extent holdings by our directors and executive officers of the Company securities reported in the Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are available free of charge at the SEC's website at Copies of the documents filed by the Company are also available free of charge by accessing the Company's website at Contact Information Investors:investors@ Media:press@
Business Insider
a day ago
- Business
- Business Insider
CyberArk prices upsized $1.1B offering of convertible senior notes due 2030
CyberArk (CYBR) announced the pricing of $1.1 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2030 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended . The offering size was increased from the previously announced offering size of $750.0 million aggregate principal amount of Notes. In connection with the Offering, CyberArk has granted the initial purchasers of the Notes a 13-day option to purchaseup to an additional $150.0 million aggregate principal amount of the Notes. The sale of the Notes to the initial purchasers is expected to settle on June 10, 2025 subject to customary closing conditions. The Notes will be convertible based on an initial conversion rate of 1.9614 ordinary shares of CyberArk per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $509.84 per share, which represents a conversion premium of approximately 30.0% to the last reported sale price of CyberArk's ordinary shares on The Nasdaq Global Select Market on June 5, 2025). Prior to the close of business on the business day immediately preceding February 15, 2030, the Notes will be convertible at the option of the holders of the Notes only upon the satisfaction of specified conditions and during certain periods.
Yahoo
4 days ago
- Business
- Yahoo
Effect of Altisource 1-for-8 Share Consolidation on Publicly Traded Warrants
LUXEMBOURG, June 03, 2025 (GLOBE NEWSWIRE) -- Altisource Portfolio Solutions S.A. ('Altisource' or the 'Company') (NASDAQ: ASPS), a leading provider and marketplace for the real estate and mortgage industries, today announced that the effects of the recent consolidation of its shares of common stock (also known as a reverse stock split) at a ratio of 1-for-8 (the 'Share Consolidation') on its publicly traded warrants. As previously disclosed, the Share Consolidation became effective as of 12:01 a.m. CET on May 28, 2025, and Altisource's common stock, $0.01 par value per share ('Common Stock') began trading on The Nasdaq Global Select Market (the 'Nasdaq') on a Share Consolidation-adjusted basis at the opening of the market on May 28, 2025. Altisource previously announced the distribution of (i) warrants to purchase shares of Altisource's common stock ('Common Stock') requiring settlement through the cash payment to the Company of the exercise price (the 'Cash Exercise Stakeholder Warrants') and (ii) warrants to purchase Common Stock requiring settlement through the forfeiture of shares of Common Stock to the Company equal to the exercise price of such Warrants (the 'Net Settle Stakeholder Warrants', and together with the Cash Exercise Stakeholder Warrants, the 'Warrants' and each a 'Warrant'). The Cash Exercise Stakeholder Warrants trade on Nasdaq under the ticker 'ASPSZ', and the Net Settle Stakeholder Warrants trade on Nasdaq under the ticker 'ASPSW'. The Warrants were issued pursuant to a Warrant Agent Agreement, dated as of March 31, 2025 between the Company and Equiniti Trust Company, LLC, as Warrant Agent (the 'Warrant Agreement'). As a result of the Share Consolidation, (i) the Warrant Exercise Rate (as defined in the Warrant Agreement) has decreased from 1.625 to 0.20313 (approximately one-eighth the prior Warrant Exercise Rate) and (ii) the Implied Per Share Exercise Price (as defined in the Warrant Agreement) has increased from $1.20 to $9.5998 (approximately eight times $1.20). Effectively, this means instead of receiving 1.625 shares of Common Stock upon exercise of a Warrant and payment of the $1.95 exercise price, holders of warrants will now only receive 0.20313 of a share of Common Stock. In addition, the Implied Per Share Exercise Price (i.e., what a holder of Warrants is effectively paying per share of common stock upon exercise of a Warrant) has increased from $1.20 to $9.5998. As previously disclosed, the Warrants may be exercised beginning on the later of (i) July 2, 2025 and (ii) the first date on which the VWAP (as defined in the Warrant Agreement) of the Common Stock equals or exceeds the Implied Per Share Exercise Price of the Warrants, which is now $9.5998, for a period of fifteen consecutive Trading Days (as such term is defined in the Warrant Agreement). Upon exercise of Warrants, the Company will not issue fractional shares of Common Stock or pay cash in lieu thereof. If a Warrant holder would otherwise be entitled to receive fractional shares of Common Stock upon exercise of Warrants, the Company will first aggregate the total number of shares Common Stock a Warrant holder would receive upon exercise of the Cash Exercise Stakeholder Warrants or the Net Settle Stakeholder Warrants, as applicable, and then round down the total number of shares of Common Stock to be issued to the Warrant holder to the nearest whole number. In light of the decrease in the Warrant Exercise Rate to 0.20313, a Warrant holder would have to exercise at least five Warrants to receive one share of common stock. The forgoing summary of certain of the terms of the Warrants is not complete and is qualified in its entirety by reference to the Warrant Agreement, which was filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on April 2, 2025. About Altisource Altisource Portfolio Solutions S.A. is an integrated service provider and marketplace for the real estate and mortgage industries. Combining operational excellence with a suite of innovative services and technologies, Altisource helps solve the demands of the ever-changing markets we serve. Additional information is available at References to information included on, or accessible through, our website do not constitute incorporation by reference of the information contained at or available through our website, and you should not consider such information to be part of this press release. FOR FURTHER INFORMATION CONTACT: Michelle D. Esterman Chief Financial Officer T: (770) 612-7007 E: 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
29-05-2025
- Business
- Business Wire
UMB Financial Corporation Announces Pricing of an Underwritten Offering of 12,000,000 Depositary Shares Representing Interests in Its Series B Preferred Stock
KANSAS CITY, Mo.--(BUSINESS WIRE)-- UMB Financial Corporation (Nasdaq: UMBF) announced today that it priced an underwritten public offering of 12,000,000 depositary shares (the 'depositary shares'), each representing a 1/400th ownership interest in a share of its 7.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share (the 'Series B Preferred Stock'), with a liquidation preference of $10,000 per share of Series B Preferred Stock (equivalent to $25 per depositary share). The offering is expected to close on June 12, 2025, subject to the satisfaction of customary conditions. UMB has applied to list the depositary shares on The Nasdaq Global Select Market under the symbol 'UMBFO.' RBC Capital Markets, LLC and J.P. Morgan Securities LLC are acting as joint book-running managers for the offering and Piper Sandler & Co. and Wells Fargo Securities, LLC are acting as co-managers for the offering. UMB estimates that the net proceeds of this offering, after deducting the underwriting discounts and estimated offering expenses payable by UMB, will be approximately $294,529,000. It expects to use the net proceeds from the sale of the depositary shares for general corporate purposes, which may include the redemption of all outstanding shares of its 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A and the repurchase, redemption, or retirement of a portion of its 3.70% Fixed-to-Fixed Rate Subordinated Notes due 2030. The offering is being made pursuant to an effective registration statement (including a prospectus) on Form S-3 previously filed with the Securities and Exchange Commission ('SEC') and a prospectus supplement. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website located at Copies of the final prospectus supplement and accompanying prospectus relating to the offering, when available, may be obtained from RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, NY 10281, Attn: Debt Capital Markets, toll-free: 1-866-375-6829, email: rbcnyfixedincomeprospectus@ J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@ and postsalemanualrequests@ Piper Sandler & Co., 1251 Avenue of the Americas, 6th Floor, New York, NY 10020, Attn: FSG-DCM, toll-free: 1-866-805-4128, email: fsg-dcm@ and Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attn: WFS Customer Service, toll-free: 1-800-645-3751, email: wfscustomerservice@ This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these 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 offering of these securities may be made only by means of a prospectus supplement and accompanying base prospectus relating to this offering. About UMB: UMB Financial Corporation (Nasdaq: UMBF) is a financial services company headquartered in Kansas City, Missouri. UMB offers commercial banking, which includes comprehensive deposit, lending, investment and retirement plan services; personal banking, which includes comprehensive deposit, lending, wealth management and financial planning services; and institutional banking, which includes asset servicing, corporate trust solutions, investment banking and healthcare services. UMB operates branches throughout Missouri, Arizona, California, Colorado, Iowa, Kansas, Illinois, Minnesota, Nebraska, New Mexico, Oklahoma, Texas, and Wisconsin. As the company's reach continues to grow, it also serves business clients nationwide and institutional clients in several countries. Forward-Looking Statements: This press release contains, and our other communications may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as 'believe,' 'expect,' 'anticipate,' 'intend,' 'estimate,' 'project,' 'outlook,' 'forecast,' 'target,' 'trend,' 'plan,' 'goal,' or other words of comparable meaning or future-tense or conditional verbs such as 'may,' 'will,' 'should,' 'would,' or 'could.' Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, results, or aspirations. All forward-looking statements are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Our actual future objectives, strategies, plans, prospects, performance, condition, or results may differ materially from those set forth in any forward-looking statement. Some of the factors that may cause actual results or other future events, circumstances, or aspirations to differ from those in forward-looking statements are described in the preliminary prospectus supplement for the offering to which this press release relates, including the documents incorporated by reference therein. In addition to such factors that have been disclosed previously: macroeconomic and adverse developments and uncertainties related to the collateral effects of the collapse of, and challenges for, domestic and international banks, including the impacts to the U.S. and global economies; sustained levels of high inflation and the potential for an economic recession on the heels of aggressive quantitative tightening by the Federal Reserve, and impacts related to or resulting from instability in the Middle East and Russia's military action in Ukraine, such as the broader impacts to financial markets and the global macroeconomic and geopolitical environments, may also cause actual results or other future events, circumstances, or aspirations to differ from our forward-looking statements. Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except to the extent required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K, or other applicable document that is filed or furnished with the SEC.
Yahoo
29-05-2025
- Business
- Yahoo
UMB Financial Corporation Announces Pricing of an Underwritten Offering of 12,000,000 Depositary Shares Representing Interests in Its Series B Preferred Stock
KANSAS CITY, Mo., May 29, 2025--(BUSINESS WIRE)--UMB Financial Corporation (Nasdaq: UMBF) announced today that it priced an underwritten public offering of 12,000,000 depositary shares (the "depositary shares"), each representing a 1/400th ownership interest in a share of its 7.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share (the "Series B Preferred Stock"), with a liquidation preference of $10,000 per share of Series B Preferred Stock (equivalent to $25 per depositary share). The offering is expected to close on June 12, 2025, subject to the satisfaction of customary conditions. UMB has applied to list the depositary shares on The Nasdaq Global Select Market under the symbol "UMBFO." RBC Capital Markets, LLC and J.P. Morgan Securities LLC are acting as joint book-running managers for the offering and Piper Sandler & Co. and Wells Fargo Securities, LLC are acting as co-managers for the offering. UMB estimates that the net proceeds of this offering, after deducting the underwriting discounts and estimated offering expenses payable by UMB, will be approximately $294,529,000. It expects to use the net proceeds from the sale of the depositary shares for general corporate purposes, which may include the redemption of all outstanding shares of its 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A and the repurchase, redemption, or retirement of a portion of its 3.70% Fixed-to-Fixed Rate Subordinated Notes due 2030. The offering is being made pursuant to an effective registration statement (including a prospectus) on Form S-3 previously filed with the Securities and Exchange Commission ("SEC") and a prospectus supplement. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website located at Copies of the final prospectus supplement and accompanying prospectus relating to the offering, when available, may be obtained from RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, NY 10281, Attn: Debt Capital Markets, toll-free: 1-866-375-6829, email: rbcnyfixedincomeprospectus@ J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@ and postsalemanualrequests@ Piper Sandler & Co., 1251 Avenue of the Americas, 6th Floor, New York, NY 10020, Attn: FSG-DCM, toll-free: 1-866-805-4128, email: fsg-dcm@ and Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attn: WFS Customer Service, toll-free: 1-800-645-3751, email: wfscustomerservice@ This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these 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 offering of these securities may be made only by means of a prospectus supplement and accompanying base prospectus relating to this offering. About UMB: UMB Financial Corporation (Nasdaq: UMBF) is a financial services company headquartered in Kansas City, Missouri. UMB offers commercial banking, which includes comprehensive deposit, lending, investment and retirement plan services; personal banking, which includes comprehensive deposit, lending, wealth management and financial planning services; and institutional banking, which includes asset servicing, corporate trust solutions, investment banking and healthcare services. UMB operates branches throughout Missouri, Arizona, California, Colorado, Iowa, Kansas, Illinois, Minnesota, Nebraska, New Mexico, Oklahoma, Texas, and Wisconsin. As the company's reach continues to grow, it also serves business clients nationwide and institutional clients in several countries. Forward-Looking Statements: This press release contains, and our other communications may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as "believe," "expect," "anticipate," "intend," "estimate," "project," "outlook," "forecast," "target," "trend," "plan," "goal," or other words of comparable meaning or future-tense or conditional verbs such as "may," "will," "should," "would," or "could." Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, results, or aspirations. All forward-looking statements are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Our actual future objectives, strategies, plans, prospects, performance, condition, or results may differ materially from those set forth in any forward-looking statement. Some of the factors that may cause actual results or other future events, circumstances, or aspirations to differ from those in forward-looking statements are described in the preliminary prospectus supplement for the offering to which this press release relates, including the documents incorporated by reference therein. In addition to such factors that have been disclosed previously: macroeconomic and adverse developments and uncertainties related to the collateral effects of the collapse of, and challenges for, domestic and international banks, including the impacts to the U.S. and global economies; sustained levels of high inflation and the potential for an economic recession on the heels of aggressive quantitative tightening by the Federal Reserve, and impacts related to or resulting from instability in the Middle East and Russia's military action in Ukraine, such as the broader impacts to financial markets and the global macroeconomic and geopolitical environments, may also cause actual results or other future events, circumstances, or aspirations to differ from our forward-looking statements. Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except to the extent required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K, or other applicable document that is filed or furnished with the SEC. View source version on Contacts Media Contact: Cynthia Simpson: 816.860.5637Investor Relations Contact: Kay Gregory: 816.860.7106 Error 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
