Latest news with #TransactionSupportAgreement
Business Wire
25-05-2025
- Business
- Business Wire
FGIC Announces TSA Termination
NEW YORK--(BUSINESS WIRE)--Financial Guaranty Insurance Company (' FGIC ') announces today that it has terminated the Transaction Support Agreement dated as of February 29, 2024 (the ' TSA '), among FGIC and certain holders of outstanding FGIC-insured securities and units issued by the Custodial Trusts holding Puerto Rico-related securities insured by FGIC, regarding a potential transaction that would have accelerated the run-off of FGIC's insured portfolio in accordance with the terms of the TSA. The termination will be effective as of May 30, 2025. While FGIC remains open to exploring potential alternative transactions, FGIC will continue the long-term run-off of its remaining insurance policies, including seeking to reduce or otherwise resolve remaining policy obligations through consensual transactions on terms that are favorable to FGIC, in accordance with the terms of the First Amended Plan of Rehabilitation for FGIC, dated June 4, 2013. About FGIC FGIC is a New York stock insurance corporation and a wholly owned subsidiary of FGIC Corporation. FGIC emerged from rehabilitation on August 19, 2013, and is responsible for administering its outstanding insurance policies in accordance with the terms of the Rehabilitation Plan. Please visit Additional Information: Weil, Gotshal & Manges LLP is serving as counsel and Houlihan Lokey Capital, Inc. is serving as financial advisor. FORWARD-LOOKING STATEMENTS This notice contains 'forward-looking statements' – that is, statements related to possible future events. Forward-looking statements often address expectations and beliefs as to future performance, results and business plans. You should not place undue reliance on forward-looking statements because they speak only as of the date they are made and are necessarily subject to risks and uncertainties that could cause actual results and performance to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are based upon FGIC management's current expectations and beliefs concerning future events. FGIC undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Associated Press
04-02-2025
- Business
- Associated Press
Altisource Announces Proposed Distribution of Warrants to Purchase Common Stock and Sets February 14, 2025 as the Record Date For Proposed Distribution
LUXEMBOURG, Feb. 04, 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 a proposed issuance under Luxembourg law under the authorized share capital mechanism, which is more commonly referred to as a distribution in the United States (the 'Warrant Distribution'), of transferable Warrants (as defined below) to holders (collectively, the 'Stakeholders') of Altisource's (i) common stock (the 'Common Stock'), (ii) restricted share units ('RSUs') and (iii) outstanding warrants to purchase shares of Common Stock at an exercise price of $0.01 per share ('Existing Warrants'), in each case, as of 5:00 p.m., New York City time, on February 14, 2025 (the 'Distribution Record Date'). The Warrant Distribution is contingent upon, among other things, approval by the Company's shareholders of the proposals set forth in the Company's definitive proxy statement on Schedule 14A filed with the SEC on January 3, 2025 (the 'Proxy Statement') and the consummation of the transactions contemplated by that certain previously disclosed Transaction Support Agreement (the 'Transactions'), which Transactions are summarized in the Proxy Statement. Subject to the right of the board of directors of the Company (the 'Board') to change the Distribution Record Date, the Warrant Distribution shall occur on a date to be subsequently determined by the Board that will be within 60 days after the Distribution Record Date (i.e., by April 15, 2025) (such date as determined by the Board, the 'Distribution Date'). In the event the Company's shareholders do not approve the Proposals or the Transactions are not completed, the Warrant Distribution will not be consummated. Summary of Certain Terms of the Warrants The Warrant Distribution will include two types of warrants: warrants to purchase shares of Common Stock requiring cash settlement through the cash payment to the Company of the exercise price (the 'Cash Exercise Stakeholder Warrants'); and warrants to purchase shares of Common Stock exercisable on a cashless basis (the 'Net Settle Stakeholder Warrants', and together with the Cash Exercise Stakeholder Warrants, the 'Warrants' and each a 'Warrant'). Pursuant to the Warrant Distribution, each Stakeholder is expected to receive: one Cash Exercise Stakeholder Warrant to purchase 1.625 shares of Common Stock for each (a) share of Common Stock held as of the Distribution Record Date, (b) RSU held as of the Distribution Record Date and (c) share of Common Stock that could be acquired upon exercise of Existing Warrants held as of the Distribution Record Date; and one Net Settle Stakeholder Warrant to purchase 1.625 shares of Common Stock for each (a) share of Common Stock held as of the Distribution Record Date, (b) RSU held as of the Distribution Record Date and (c) share of Common Stock that could be acquired upon exercise of Existing Warrants held as of the Distribution Record Date. Each Warrant entitles the holder thereof to purchase from the Company 1.625 shares, subject to certain adjustments, of Common Stock at an initial Exercise Price of $1.95 per Warrant (initially equal to $1.20 per share of Common Stock). The Company will not issue fractional shares of Common Stock or pay cash in lieu thereof. If a Stakeholder 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 Stakeholder 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 Stakeholder to the nearest whole number. The Company intends to apply to list the Cash Exercise Stakeholder Warrants and the Net Settle Stakeholder Warrants on the Nasdaq Global Select Market. However, there can be no assurance that these applications will be approved. The Warrants are expected to be issued by the Company pursuant to a warrant agent agreement, between the Company and Equiniti Trust Company, LLC, as Warrant Agent (the 'Warrant Agent Agreement'). The forgoing summary of certain of the proposed terms of the Warrants is not complete and is qualified in its entirety by reference to the Warrant Agent Agreement, which has been filed as Exhibit 99.2 to the Company's Current Report on Form 8-K expected to be filed with the SEC on February 4, 2025. Forward-Looking Statements This press release contains forward-looking statements that involve a number of risks and uncertainties. These forward-looking statements include all statements that are not historical fact, including statements that relate to, among other things, the Warrant Distribution, the Distribution Record Date (including that the Board may change the Distribution Record Date and, as a result, the Distribution Date), the Distribution Date, the terms of the Warrants, and the closing of the Transactions. These statements may be identified by words such as 'anticipate,' 'intend,' 'expect,' 'may,' 'could,' 'should,' 'would,' 'plan,' 'estimate,' 'seek,' 'believe,' 'potential' or 'continue' or the negative of these terms and comparable terminology. Such statements are based on expectations as to the future and are not statements of historical fact. Furthermore, forward-looking statements are not guarantees of future performance and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, the risks discussed in Item 1A of Part I 'Risk Factors' of our Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 7, 2024, as the same may be updated from time to time in our subsequent Form 10-Q filings, as well as the risks disclosed under the heading 'Risk Factors' in the Company's registration statement on Form S-1 filed with the SEC on January 31, 2025. We caution you not to place undue reliance on these forward-looking statements which reflect our view only as of the date of this press release. We are under no obligation (and expressly disclaim any obligation) to update or alter any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any such statement is based. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, risks related to customer concentration, the timing of the expiration of certain governmental and servicer foreclosure and eviction moratoriums and forbearance programs and the anticipated increase in default related referrals (if any) following the same, and any other delays occasioned by government, investor or servicer actions, the use and success of our products and services, our ability to retain existing customers and attract new customers and the potential for expansion or changes in our customer relationships, technology disruptions, our compliance with applicable data requirements, our use of third party vendors and contractors, our ability to effectively manage potential conflicts of interest, macro-economic and industry specific conditions, our ability to effectively manage our regulatory and contractual obligations, the adequacy of our financial resources, including our sources of liquidity and ability to repay borrowings and comply with our debt agreements, including the financial and other covenants contained therein, as well as Altisource's ability to retain key executives or employees, behavior of customers, suppliers and/or competitors, technological developments, governmental regulations, taxes and policies, and the risks and uncertainties related to completion of the Transactions on the anticipated terms or at all, including the negotiation of and entry into the definitive agreements and the satisfaction of the closing conditions of such definitive agreements, including the obtaining of the required shareholder approval of the Proposals. We undertake no obligation to update these statements, scenarios and projections as a result of a change in circumstances, new information or future events, except as required by law. 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 Additional Information and Where to Find It Altisource has filed the Proxy Statement with the SEC in connection with its solicitation of proxies for its Extraordinary General Meeting of Shareholders and Special General Meeting of Shareholders, each to be held on February 18, 2025. The Proxy Statement has been made available to Altisource's shareholders. Altisource's shareholders are strongly encouraged to read the Proxy Statement and any other relevant documents that are filed or will be filed with the SEC, as well as any amendments or supplements to these documents when they become available, carefully and in their entirety because they contain or will contain important information about the proposed Transactions and related matters. Shareholders may obtain the Proxy Statement, any amendments or supplements to the Proxy Statement and other documents as and when filed by Altisource with the SEC without charge from the SEC's website at or from the Investor Relations section of Altisource's website at Website References References to information included on, or accessible through, websites do not constitute incorporation by reference of the information contained on or available through such websites, and you should not consider such information to be part of this press release. Michelle D. Esterman
Associated Press
27-01-2025
- Business
- Associated Press
Sinclair Announces Private Offering of First-Out First Lien Secured Notes of Sinclair Television Group, Inc.
BALTIMORE--(BUSINESS WIRE)--Jan 27, 2025-- Sinclair, Inc. ('Sinclair' or the 'Company') (Nasdaq: SBGI) announced today that its wholly-owned subsidiary, Sinclair Television Group, Inc. (the 'Issuer'), intends to offer in a private placement, subject to market conditions and other factors, $1,430 million aggregate principal amount of First-Out First Lien Secured Notes due 2033 (the '2033 Notes'). The Issuer expects to use the net proceeds from the private placement of the 2033 Notes, together with funds raised from other financing transactions (the 'Transactions') contemplated by the previously disclosed transaction support agreement (the 'Transaction Support Agreement'), to repay the Issuer's outstanding $1,175 million of aggregate principal amount of term loans B-2 under the Issuer's existing credit agreement, to purchase notes held by certain parties to the Transaction Support Agreement and to pay related fees and expenses related to the Transactions. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the 2033 Notes, nor shall there be any offer or sale of the 2033 Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. This press release is neither an offer to purchase or exchange nor a solicitation of an offer to sell or exchange any other securities, and this press release does not constitute a notice of redemption with respect to any securities. The 2033 Notes have not been and will not be registered under the Securities Act of 1933, as amended (the 'Securities Act'), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Accordingly, the 2033 Notes are expected to be offered and sold only (a) to persons reasonably believed to be 'qualified institutional buyers' (as defined in Rule 144A under the Securities Act) and (b) outside the United States, to non-U.S. persons in compliance with Regulation S under the Securities Act. Forward-Looking Statements: The matters discussed in this news release include forward-looking statements regarding, among other things, the Transactions. When used in this news release, the words 'outlook,' 'intends to,' 'believes,' 'anticipates,' 'expects,' 'achieves,' 'estimates,' and similar expressions are intended to identify forward-looking statements. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including and in addition to the assumptions set forth therein, but not limited to, the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction Support Agreement, the ability to negotiate and reach agreement on definitive documentation relating to the Transactions and the offering of the 2033 Notes, the ability to satisfy closing conditions to the completion of the Transactions and the offering of the 2033 Notes; the Company's ability to achieve the anticipated benefits from the Transactions and the offering of the 2033 Notes; other risks related to the completion of the Transactions, the offering of the 2033 Notes and actions related thereto, the Company's ability the rate of decline in the number of subscribers to services provided by traditional and virtual multi-channel video programming distributors ('Distributors'); the Company's ability to generate cash to service its substantial indebtedness; the successful execution of outsourcing agreements; the successful execution of retransmission consent agreements; the successful execution of network and Distributor affiliation agreements; the Company's ability to identify and consummate acquisitions and investments, to manage increased financial leverage resulting from acquisitions and investments, and to achieve anticipated returns on those investments once consummated; the Company's ability to compete for viewers and advertisers; pricing and demand fluctuations in local and national advertising; the appeal of the Company's programming and volatility in programming costs; material legal, financial and reputational risks and operational disruptions resulting from a breach of the Company's information systems; the impact of FCC and other regulatory proceedings against the Company; compliance with laws and uncertainties associated with potential changes in the regulatory environment affecting the Company's business and growth strategy; the impact of pending and future litigation claims against the Company; the Company's limited experience in operating or investing in non-broadcast related businesses; and any risk factors set forth in the Company's recent reports on Form 10-Q and/or Form 10-K, as filed with the Securities and Exchange Commission. There can be no assurances that the assumptions and other factors referred to in this release will occur. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements except as required by law. Category: Financial CONTACT: Investor Contacts: Chris King, VP, Investor Relations Billie-Jo McIntire, VP, Corporate Finance (410) 568-1500 SOURCE: Sinclair, Inc. Copyright Business Wire 2025. PUB: 01/27/2025 07:05 AM/DISC: 01/27/2025 07:06 AM
