Tripura Merger Agreement

BRODSKY & SMITH SHAREHOLDER UPDATE: Notifying Investors of the Following Investigations: Eargo, Inc. (Nasdaq – EAR), Miromatrix Medical, Inc. (Nasdaq – MIRO), Physicians Realty Trust (NYSE – DOC), Spirit Realty Capital (NYSE – SRC)

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Lundi, octobre 30, 2023

United Therapeutics, NYSE, Eargo, Brodsky, Tripura Merger Agreement, Realty Income, Healthpeak Properties, UTHR, Spirit, Therapy, Security (finance)

If you own shares and wish to discuss the investigation, contact Jason Brodsky ( [email protected] ) or Marc Ackerman ( [email protected] ) at 855-576-4847.

Key Points:

If you own shares and wish to discuss the investigation, contact Jason Brodsky ( [email protected] ) or Marc Ackerman ( [email protected] ) at 855-576-4847.
Under the terms of the agreement, Spirit Realty will be acquired by Realty Income Corporation (“Realty Income”) (NYSE – O).
Spirit Realty shareholders will receive 0.762 newly-issued Realty Income common shares for each Spirit common share they own.
At closing, this will result in Realty Income and Spirit Realty shareholders owning approximately 87% and 13%, respectively, of the combined company.

Cedar Fair Announces Consent Solicitation for its Outstanding Notes

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Vendredi, novembre 3, 2023

Cedar Fair, L.P. (NYSE: FUN) (the “Company”), a leader in regional amusement parks, water parks, and immersive entertainment, together with its wholly owned subsidiaries as co-issuers (together with the Company, the “Co-Issuers”), today announced a solicitation of consents (“Consent Solicitation”) from the holders (the “Holders”) of its 5.375% Senior Notes due 2027 (the “2027 Notes”), 5.250% Senior Notes due 2029 (the “2029 Notes”), 5.500% Senior Secured Notes due 2025 (the “2025 Notes”) and 6.500% Senior Notes due 2028 (the “2028 Notes” and, together with the 2027 Notes, the 2029 Notes and the 2025 Notes, the “Notes”) commencing on November 3, 2023 for the adoption of certain proposed amendments described below (the “Proposed Amendments”) to the indentures governing the Notes (the “Indentures”).

Key Points:

Cedar Fair, L.P. (NYSE: FUN) (the “Company”), a leader in regional amusement parks, water parks, and immersive entertainment, together with its wholly owned subsidiaries as co-issuers (together with the Company, the “Co-Issuers”), today announced a solicitation of consents (“Consent Solicitation”) from the holders (the “Holders”) of its 5.375% Senior Notes due 2027 (the “2027 Notes”), 5.250% Senior Notes due 2029 (the “2029 Notes”), 5.500% Senior Secured Notes due 2025 (the “2025 Notes”) and 6.500% Senior Notes due 2028 (the “2028 Notes” and, together with the 2027 Notes, the 2029 Notes and the 2025 Notes, the “Notes”) commencing on November 3, 2023 for the adoption of certain proposed amendments described below (the “Proposed Amendments”) to the indentures governing the Notes (the “Indentures”).
The record date for the Consent Solicitation (the “Record Date”) is 5:00 p.m., New York City time, on November 2, 2023.
The Co-Issuers reserve the right to modify the Statement and the terms and conditions of the Consent Solicitation or to terminate the Consent Solicitation, in each case with respect to any series of Notes, at any time.
The Consent Solicitation is not being made to Holders of Notes in any jurisdiction in which the Company is aware that the making of the Consent Solicitation would not be in compliance with the laws of such jurisdiction.

Energy Transfer and Crestwood Announce Preliminary Election Results of Crestwood Preferred Unitholders

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Mercredi, novembre 1, 2023

Energy, Other Energy, Utilities, Oil, Gas, Transfer, LE, NYSE, Economics, Tripura Merger Agreement, Acquisition, Electric Bond and Share Company v. Securities and Exchange Commission, Multimedia, Common, Energy Transfer Partners, Plan, Agreement, Security (finance)

Energy Transfer LP (NYSE: ET) (“Energy Transfer”) and Crestwood Equity Partners LP (NYSE: CEQP) (“Crestwood”) announced today the preliminary results of the elections made by holders of Crestwood’s outstanding 9.250% Perpetual Preferred Units (the “Crestwood Preferred Units”) regarding the form of merger consideration to be received in connection with Energy Transfer’s pending acquisition of Crestwood.

Key Points:

Energy Transfer LP (NYSE: ET) (“Energy Transfer”) and Crestwood Equity Partners LP (NYSE: CEQP) (“Crestwood”) announced today the preliminary results of the elections made by holders of Crestwood’s outstanding 9.250% Perpetual Preferred Units (the “Crestwood Preferred Units”) regarding the form of merger consideration to be received in connection with Energy Transfer’s pending acquisition of Crestwood.
Based on available information as of the election deadline of 5:00 p.m., New York City time, October 31, 2023, the preliminary election results were as follows:
Holders of 424,291 Crestwood Preferred Units, or approximately 0.60% of the outstanding Crestwood Preferred Units, elected to receive Crestwood Common Units.
Holders of 41,464,187 Crestwood Preferred Units, or approximately 58.19% of the outstanding Crestwood Preferred Units, either (i) elected to receive New ET Preferred Units or (ii) did not make a valid election, and, in accordance with the Merger Agreement, will be deemed to have elected to have their Crestwood Preferred Units converted into New ET Preferred Units.
Holders of 29,368,967 Crestwood Preferred Units, or approximately 41.21% of the outstanding Crestwood Preferred Units, elected to have their Crestwood Preferred Units redeemed in exchange for cash or Crestwood Common Units, at the sole discretion of the general partner of Crestwood.

Energy Transfer and Crestwood Announce Preliminary Election Results of Crestwood Preferred Unitholders

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Mercredi, novembre 1, 2023

Alternative Energy, Energy, Utilities, Oil, Gas, Transfer, LE, NYSE, Economics, Tripura Merger Agreement, Acquisition, Electric Bond and Share Company v. Securities and Exchange Commission, Multimedia, Common, Energy Transfer Partners, Plan, Agreement, Security (finance)

Energy Transfer LP (NYSE: ET) (“Energy Transfer”) and Crestwood Equity Partners LP (NYSE: CEQP) (“Crestwood”) announced today the preliminary results of the elections made by holders of Crestwood’s outstanding 9.250% Perpetual Preferred Units (the “Crestwood Preferred Units”) regarding the form of merger consideration to be received in connection with Energy Transfer’s pending acquisition of Crestwood.

Key Points:

Energy Transfer LP (NYSE: ET) (“Energy Transfer”) and Crestwood Equity Partners LP (NYSE: CEQP) (“Crestwood”) announced today the preliminary results of the elections made by holders of Crestwood’s outstanding 9.250% Perpetual Preferred Units (the “Crestwood Preferred Units”) regarding the form of merger consideration to be received in connection with Energy Transfer’s pending acquisition of Crestwood.
Based on available information as of the election deadline of 5:00 p.m., New York City time, October 31, 2023, the preliminary election results were as follows:
Holders of 424,291 Crestwood Preferred Units, or approximately 0.60% of the outstanding Crestwood Preferred Units, elected to receive Crestwood Common Units.
Holders of 41,464,187 Crestwood Preferred Units, or approximately 58.19% of the outstanding Crestwood Preferred Units, either (i) elected to receive New ET Preferred Units or (ii) did not make a valid election, and, in accordance with the Merger Agreement, will be deemed to have elected to have their Crestwood Preferred Units converted into New ET Preferred Units.
Holders of 29,368,967 Crestwood Preferred Units, or approximately 41.21% of the outstanding Crestwood Preferred Units, elected to have their Crestwood Preferred Units redeemed in exchange for cash or Crestwood Common Units, at the sole discretion of the general partner of Crestwood.

Gravitas Education Updates Record Date of Special Cash Dividend

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Vendredi, novembre 3, 2023

Online, HKEX, NYSE, Tripura Merger Agreement, Cayman Islands, NetDragon Websoft, Date, ADS, The Company, Holding company, Security (finance), PRC, Mergers and acquisitions

The Company expects the date of the Closing to be on or after November 15, 2023, subject to the satisfaction of certain closing conditions and regulatory approval related to the Merger (as defined below).

Key Points:

The Company expects the date of the Closing to be on or after November 15, 2023, subject to the satisfaction of certain closing conditions and regulatory approval related to the Merger (as defined below).
The special cash dividend to be paid ranges from US$5.628 to US$6.085 per ADS, or from US$0.5628 to US$0.6085 per ordinary share.
The aggregate amount of cash dividends to be paid ranges from US$16 million to US$17.3 million.
The Company subsequently announced on September 21, 2023 that its board of directors approved the special cash dividend conditional upon the closing of the Merger (the "Closing") and that the special cash dividend will be paid by the Company on or before the 21st day after the date of the Closing to shareholders of record at the close of business in the Cayman Islands and holders of ADSs at the close of business in New York on the date immediately prior to the date of Closing (the "Record Date").

Omni Logistics Files Lawsuit Against Forward Air to Enforce Merger Agreement

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Mardi, octobre 31, 2023

DALLAS, Oct. 31, 2023 /PRNewswire/ -- Omni Logistics ("Omni"), a technology-driven provider of global multimodal logistics solutions and specialized services, today announced that it has filed a complaint in the Delaware Court of Chancery against Forward Air Corporation (NASDAQ: FWRD) ("Forward Air") regarding the companies' previously announced transaction.

Key Points:

Omni's lawsuit seeks specific performance under the Agreement and Plan of Merger between Omni and Forward Air dated August 10, 2023 (the "Merger Agreement"), requiring Forward Air to comply with its obligations to complete the transaction.
The complaint also seeks a judicial declaration confirming that Omni has complied with all required provisions of the Merger Agreement.
In conjunction with the complaint, Omni issued an open letter to the shareholders of Forward Air.
Dear Shareholders of Forward Air,
This afternoon, Omni Logistics filed a lawsuit in the Delaware Court of Chancery seeking to require Forward Air to comply with their obligations to complete our previously announced combination.

Western Asset Mortgage Capital Corporation Announces Interim Fourth Quarter Common Dividend of $0.14 Per Share

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Jeudi, octobre 26, 2023

Professional Services, Residential Building & Real Estate, Commercial Building & Real Estate, Finance, Construction & Property, REIT, WMC, Security (finance), MITT, NYSE, Tripura Merger Agreement, Plan, Sub, Agreement, Calendar, AG, Holding company, Mergers and acquisitions

Western Asset Mortgage Capital Corporation (NYSE: WMC) (“WMC”) announced that its Board of Directors has declared an interim fourth quarter dividend of $0.14 per common share.

Key Points:

Western Asset Mortgage Capital Corporation (NYSE: WMC) (“WMC”) announced that its Board of Directors has declared an interim fourth quarter dividend of $0.14 per common share.
The dividend is payable on November 8, 2023 to stockholders of record as of November 3, 2023.
The Merger Agreement provides that WMC’s common stockholders are entitled to receive a partial payment of the current quarter’s dividend prior to the anticipated closing date of the Merger.
Under the Merger Agreement, MITT is also required to distribute a similar partial payment dividend to its common stockholders of record.

Forward Air Corporation Provides Omni Transaction Update

Retrieved on:

Jeudi, octobre 26, 2023

Notwithstanding the dissolution of the TRO, Forward believes that Omni has not complied with certain of its obligations under Sections 7.03 and 7.14 of the Merger Agreement.

Key Points:

Notwithstanding the dissolution of the TRO, Forward believes that Omni has not complied with certain of its obligations under Sections 7.03 and 7.14 of the Merger Agreement.
Consequently, Forward believes the closing condition contained in Section 8.02(b) of the Merger Agreement will not be satisfied at the anticipated closing of the transactions under the Merger Agreement, and Forward will not be obligated to close.
As a result, Forward is considering its rights and obligations under the Merger Agreement, including potentially exercising its right to terminate the Merger Agreement.
In connection with these updates, Forward is withdrawing its previous 2024 target for adjusted EBITDA for the combined company and any other related targets.

Lotus Technology releases first ESG report, targets carbon neutrality by 2038

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Jeudi, octobre 26, 2023

NEW YORK and SINGAPORE, Oct. 25, 2023 /PRNewswire/ -- Lotus Technology Inc. ("Lotus Tech" or the "Company"), a leading global luxury electric vehicle maker, today released its first annual Environmental, Social, and Governance ("ESG") Report .

Key Points:

NEW YORK and SINGAPORE, Oct. 25, 2023 /PRNewswire/ -- Lotus Technology Inc. ("Lotus Tech" or the "Company"), a leading global luxury electric vehicle maker, today released its first annual Environmental, Social, and Governance ("ESG") Report .
The Company's strategy focuses on six key fields: Nature Positive, Climate Neutrality, Sustainable Supply Chain, Inclusion and Equality, Community Commitment, and Transparent Governance.
In order to achieve carbon neutrality across its value chain by 2038, the Company has established an advanced digital carbon emissions management system to analyze its carbon footprint at both the organizational and product levels.
Upon completion of the business combination, the combined company is expected to retain Lotus Tech's name as "Lotus Technology Inc." and is expected to be listed on the Nasdaq under the ticker symbol "LOT."

BRODSKY & SMITH SHAREHOLDER UPDATE: Notifying Investors of the Following Investigations: PCTEL, Inc. (Nasdaq - PCTI), Bsquare Corporation (Nasdaq - BSQR), Genetron Holdings Limited (Nasdaq - GTH), SP® Plus Corporation (Nasdaq - SP)

Retrieved on:

Lundi, octobre 23, 2023

Bsquare, NYSE, Brodsky, Tripura Merger Agreement, Amphenol, APH, Metropolis, Parent, Security (finance)

BALA CYNWYD, Pa., Oct. 23, 2023 (GLOBE NEWSWIRE) -- Brodsky & Smith reminds investors of the following investigations.

Key Points:

BALA CYNWYD, Pa., Oct. 23, 2023 (GLOBE NEWSWIRE) -- Brodsky & Smith reminds investors of the following investigations.
If you own shares and wish to discuss the investigation, contact Jason Brodsky ( [email protected] ) or Marc Ackerman ( [email protected] ) at 855-576-4847.
Under the terms of the agreement, PCTEL will be acquired by Amphenol Corporation (NYSE - APH) for $7.00 per share in cash.
Brodsky & Smith is a litigation law firm with extensive expertise representing shareholders throughout the nation in securities and class action lawsuits.