Solicitation

The New Home Company Inc. Announces Early Tender Results of the Exchange Offer and Consent Solicitation

Retrieved on: 
Thursday, June 15, 2023
Finance, Other Construction & Property, Professional Services, Residential Building & Real Estate, Construction & Property, Consent, Settlement date, Telephone, SEC Rule 144A, Exit consent, Expiration date, Exchange, Person, Sale, Amendment, Date, Expiration, European Economic Area, Convention to propose amendments to the United States Constitution, ISIN, United Kingdom, CUSIP, Letter, Exchange offer, Regulation, Solicitation, Life insurance, Security (finance), Note

For each $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date.

Key Points: 
  • For each $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date.
  • Eligible Holders who validly tender their Existing Notes after the Early Tender Date will not be eligible to receive the Consent Payment.
  • Eligible Holders who validly tender their Existing Notes after the Early Tender Date will receive the Exchange Consideration and the Early Tender Premium listed above, but not the Consent Payment.
  • No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Tims China Announces Successful Warrant Exchange Offer

Retrieved on: 
Monday, June 12, 2023
Transfer, Eastern Time Zone, Stock dilution, Common stock, Popeyes, Coffee, Merrill (company), Solicitation, Security (finance)

SHANGHAI, China and NEW YORK, June 12, 2023 (GLOBE NEWSWIRE) -- TH International Limited (“Tims China” or the “Company” (Nasdaq: THCH)), the exclusive operator of Tim Hortons coffee shops and Popeyes restaurants in China, today announced the successful results of its exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding warrants.

Key Points: 
  • SHANGHAI, China and NEW YORK, June 12, 2023 (GLOBE NEWSWIRE) -- TH International Limited (“Tims China” or the “Company” (Nasdaq: THCH)), the exclusive operator of Tim Hortons coffee shops and Popeyes restaurants in China, today announced the successful results of its exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding warrants.
  • Accordingly, the Company and Continental Stock Transfer & Trust Company entered into the Warrant Amendment, dated June 12, 2023, and the Company announced that it will exercise its right, in accordance with the terms of the Warrant Amendment, to exchange each warrant that is outstanding upon the closing of the Offer for 0.216 ordinary shares per warrant, which is a ratio 10% less than the exchange ratio applicable to the Offer (the “Post-Offer Exchange”).
  • Pursuant to the Offer and the Post-Offer Exchange, the Company is issuing 5,419,773 ordinary shares in exchange for the warrants tendered in the Offer, increasing the Ordinary Shares outstanding from approximately 160,348,112 to 165,767,885.
  • King & Co., Inc. served as the information agent for the Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company served as the exchange agent for the Offer and Consent Solicitation.

Shutterfly Announces Early Tender Results of the Exchange Offer and Consent Solicitation Relating to 8.50% First-Priority Senior Secured Notes due 2026

Retrieved on: 
Wednesday, June 7, 2023
Online Retail, Electronic Commerce, Photography, Retail, Technology, Communication, SEC Rule 144A, Regulation D, Participation, Partial, Initial exchange offering, Cash, Consent, Convention to propose amendments to the United States Constitution, AD4, PDF, Letter, Regulation, Old New Borrowed and Blue, Exchange, Sale, Table (information), Settlement, Issuer, CUSIP, Exchange offer, Second Optional Protocol to the International Covenant on Civil and Political Rights, Solicitation, Security (finance), Life insurance, Shutterfly, Roger-Pol Droit, Note

The final results are subject to confirmation from Epiq of receipt of each of the required Cash Payments (as defined below).

Key Points: 
  • The final results are subject to confirmation from Epiq of receipt of each of the required Cash Payments (as defined below).
  • Eligible holders must validly tender (and not validly withdraw) all of such holder’s Existing Notes to participate in the Exchange Offer.
  • Consummation of the Exchange Offer and the Consent Solicitation is conditioned upon the satisfaction or waiver of the conditions set forth in the Offering Memorandum.
  • Only eligible holders may receive a copy of the Offering Memorandum and participate in the Exchange Offer and the Consent Solicitation.

AlTi Global, Inc. Announces Completion of Exchange Offer and Consent Solicitation and Notice of Exercise Right to Mandatorily Exchange Remaining Outstanding Warrants

Retrieved on: 
Wednesday, June 7, 2023
Professional Services, Finance, Transfer, Exercise, Common stock, IPO, Stock dilution, Eastern Time Zone, Joel Tobeck, Acquisition, Warrant, Oppenheimer, Solicitation, Personal Information Agent, Security (finance)

The Offer and Consent Solicitation expired one minute after 11:59 p.m., Eastern Standard Time, on June 2, 2023.

Key Points: 
  • The Offer and Consent Solicitation expired one minute after 11:59 p.m., Eastern Standard Time, on June 2, 2023.
  • With the completion of the Offer and Consent Solicitation, AlTi has exercised its right under the warrant amendment to require the exchange of untendered Warrants on June 22, 2023, as described below.
  • The Company issued 4,864,275 shares of Class A Common Stock in exchange for the Warrants tendered in the Offer.
  • Innisfree M&A Incorporated served as the Information Agent for the Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company served as the Exchange Agent.

AlTi Global, Inc. Announces Expiration and Results of Exchange Offer and Consent Solicitation Relating to Its Warrants

Retrieved on: 
Monday, June 5, 2023
Finance, Consulting, Banking, Professional Services, Asset Management, Transfer, Exercise, Common stock, IPO, Consent, Stock dilution, Eastern Time Zone, Sale, Joel Tobeck, Schedule, Acquisition, Form, Oppenheimer, Letter, Solicitation, Personal Information Agent, Common, Security (finance), Exchange, Warrant

The Offer and Consent Solicitation expired one minute after 11:59 p.m., Eastern Standard Time, on June 2, 2023.

Key Points: 
  • The Offer and Consent Solicitation expired one minute after 11:59 p.m., Eastern Standard Time, on June 2, 2023.
  • The company has been advised that 10,719,843 Public Warrants (including 59,910 Public Warrants tendered through guaranteed delivery), or approximately 97.5% of the outstanding Public Warrants, and 8,745,658 Private Warrants, or 98.3% of the outstanding Private Warrants, were validly tendered and not validly withdrawn prior to the expiration of the Offer and Consent Solicitation.
  • Oppenheimer & Co. Inc. was the Dealer Manager for the Offer and Consent Solicitation.
  • Innisfree M&A Incorporated served as the Information Agent for the Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company served as the Exchange Agent.

Allied Announces Successful Consent Solicitation and Cancellation of Debentureholder Meeting for Series D-I Debentures

Retrieved on: 
Monday, May 29, 2023
Computershare, BCE Inc v 1976 Debentureholders, Canada Revenue Agency, Advance tax ruling, Meeting, Person, Suite, Aird, CRA, TSX, Solicitation, Security (finance), Bay Street, Trust, Series, Debenture, Indenture

TORONTO, May 29, 2023 (GLOBE NEWSWIRE) -- Allied Properties REIT (“Allied”) (TSX:AP.UN) announced today that it has solicited consents and proxies from holders (“Debentureholders”) of its 3.636% Series C Senior Unsecured Debentures due April 21, 2025 (“Series C Debentures”), 3.394% Series D Senior Unsecured Debentures due August 15, 2029 (“Series D Debentures”), 3.113% Series E Senior Unsecured Debentures due April 8, 2027 (“Series E Debentures”), 3.117% Series F Senior Unsecured Debentures due February 21, 2030 (“Series F Debentures”), 3.131% Series G Senior Unsecured Debentures due May 15, 2028 (“Series G Debentures”), 1.726% Series H Senior Unsecured Debentures due February 12, 2026 (“Series H Debentures”) and 3.095% Series I Senior Unsecured Debentures due February 6, 2032 (“Series I Debentures” and, together with the Series C Debentures, Series D Debentures, Series E Debentures, Series F Debentures, Series G Debentures and Series H Debentures, collectively, the “Debentures” and each, a “Series”) in order to approve the proposed amendments (the “Debenture Amendments”) to the trust indenture governing the Debentures between Allied and Computershare Trust Company of Canada, as debenture trustee (the “Debenture Trustee”), dated as of May 13, 2015 (as amended or supplemented from time to time, the “Indenture”).

Key Points: 
  • TORONTO, May 29, 2023 (GLOBE NEWSWIRE) -- Allied Properties REIT (“Allied”) (TSX:AP.UN) announced today that it has solicited consents and proxies from holders (“Debentureholders”) of its 3.636% Series C Senior Unsecured Debentures due April 21, 2025 (“Series C Debentures”), 3.394% Series D Senior Unsecured Debentures due August 15, 2029 (“Series D Debentures”), 3.113% Series E Senior Unsecured Debentures due April 8, 2027 (“Series E Debentures”), 3.117% Series F Senior Unsecured Debentures due February 21, 2030 (“Series F Debentures”), 3.131% Series G Senior Unsecured Debentures due May 15, 2028 (“Series G Debentures”), 1.726% Series H Senior Unsecured Debentures due February 12, 2026 (“Series H Debentures”) and 3.095% Series I Senior Unsecured Debentures due February 6, 2032 (“Series I Debentures” and, together with the Series C Debentures, Series D Debentures, Series E Debentures, Series F Debentures, Series G Debentures and Series H Debentures, collectively, the “Debentures” and each, a “Series”) in order to approve the proposed amendments (the “Debenture Amendments”) to the trust indenture governing the Debentures between Allied and Computershare Trust Company of Canada, as debenture trustee (the “Debenture Trustee”), dated as of May 13, 2015 (as amended or supplemented from time to time, the “Indenture”).
  • Debentureholders representing over 66 2/3% of the aggregate principal amount of each of the Series D Debentures, Series E Debentures, Series F Debentures, Series G Debentures, Series H Debentures and Series I Debentures have provided consent in favour of an extraordinary resolution approving the Debenture Amendments.
  • The meeting of Debentureholders scheduled for June 1, 2023, will be cancelled with respect to all such Series.
  • Subject to the satisfaction or waiver of certain payment conditions described in the Solicitation Statement, Allied will pay a consent fee of $0.10 for each $1,000 principal amount of Debentures (the “Consent Fee”) to each eligible Debentureholder who responded to the consent solicitation and provided timely and valid consent and voting instructions.

The New Home Company Inc. Announces Commencement of Exchange Offer and Consent Solicitation

Retrieved on: 
Wednesday, May 31, 2023
Residential Building & Real Estate, Architecture, Construction & Property, Building Systems, Solicitation, Consent, Settlement date, Supplement, Telephone, SEC Rule 144A, Expiration date, Exchange, Person, Sale, Health professional requisites, Date, Expiration, European Economic Area, Convention to propose amendments to the United States Constitution, ISIN, United Kingdom, CUSIP, Letter, Exchange offer, Regulation, Life insurance, Security (finance), Note

For each $1,000 principal amount of Existing Notes accepted for exchange at or prior to the Expiration Date.

Key Points: 
  • For each $1,000 principal amount of Existing Notes accepted for exchange at or prior to the Expiration Date.
  • The Company may, though it is not obligated to, complete the Exchange Offer even if the Requisite Consents are not received.
  • No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
  • The Exchange Offer and Consent Solicitation are being made solely pursuant to the Offering Memorandum and only to such persons and in such jurisdictions as are permitted under applicable law.

EQS-News: ADLER Real Estate AG: announces early results of the tender offer and consent solicitation in respect of its outstanding €300,000,000 2.125% notes due 2024

Retrieved on: 
Saturday, May 27, 2023
MAKE, European Economic Area Family Permit, Exercise, BY, EEA, Communication, NOR, Financial services, Tender offer, Personal Information Agent, THIS, AND, FSMA, Lane v. Holder, Finance, Person, Sale, Information, Regulation, Tender, NO, Investment, ANY, Relevant, United Kingdom, Mini-tender offer, News, Solicitation, Security (finance), Property management, Cryptocurrency, Note, EU

This announcement and the Tender Offer and Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer.

Key Points: 
  • This announcement and the Tender Offer and Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer.
  • The Offer is being made only pursuant to the Tender Offer and Consent Solicitation Memorandum and only in such jurisdictions as is permitted under applicable law.
  • The Tender and Information Agent (and its respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement, the Tender Offer and Consent Solicitation Memorandum or the Offer.
  • The Tender Offer and Consent Solicitation Memorandum is not an offer of securities for sale in the United States or to any U.S. person.

Teton Merger Corp. Announces the Termination of Its Tender Offers and Consent Solicitations for Senior Notes of TEGNA Inc.

Retrieved on: 
Tuesday, May 23, 2023
Professional Services, Entertainment, Advertising, Communications, TV and Radio, Finance, Tender offer, Debt-to-GDP ratio, TEGNA, BofA Securities, Bank, Goldman Sachs, Information, RBC Capital Markets, Mergers and acquisitions, Broker, Mini-tender offer, Solicitation, Security (finance), Note

As a result of the termination of the Tender Offer and the Consent Solicitation, no Notes will be purchased and all Notes validly tendered (and not validly withdrawn) will be promptly returned to tendering holders.

Key Points: 
  • As a result of the termination of the Tender Offer and the Consent Solicitation, no Notes will be purchased and all Notes validly tendered (and not validly withdrawn) will be promptly returned to tendering holders.
  • No consideration will be paid in the Tender Offer and the Consent Solicitation for any of the tendered Notes.
  • This press release constitutes a formal termination of the Tender Offer and the Consent Solicitation, which was made pursuant to the terms and conditions set forth in the Offer to Purchase.
  • BofA Securities, Inc., Goldman Sachs & Co. LLC and RBC Capital Markets, LLC acted as Dealer Managers and Solicitation Agents for the Tender Offer and the Consent Solicitation.

EQS-News: ADLER Real Estate AG: ANNOUNCES RECEIPT OF THE REQUISITE CONSENTS TO AMEND ITS OUTSTANDING €300,000,000 2.125% NOTES DUE 2024

Retrieved on: 
Monday, May 22, 2023
MAKE, European Economic Area Family Permit, Exercise, BY, EEA, Communication, NOR, Financial services, Tender offer, Personal Information Agent, THIS, AND, FSMA, Lane v. Holder, Finance, Person, Sale, Information, Regulation, Tender, NO, Investment, ANY, Relevant, United Kingdom, Mini-tender offer, News, Solicitation, Security (finance), Property management, Cryptocurrency, Note, EU

This announcement and the Tender Offer and Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer.

Key Points: 
  • This announcement and the Tender Offer and Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer.
  • None of the Tender and Information Agent or the Company makes any recommendation as to whether Holders should participate in the Offer.
  • The Offer is being made only pursuant to the Tender Offer and Consent Solicitation Memorandum and only in such jurisdictions as is permitted under applicable law.
  • THE DISTRIBUTION OF THE TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW.