Exchange offer

Cumulus Media Announces Exchange Offer and Consent Solicitation Relating to 6.750% Senior Secured First-Lien Notes due 2026

Retrieved on: 
Tuesday, February 27, 2024

In conjunction with the Exchange Offer, the Issuer is also soliciting consents (the “Consent Solicitation”) to amend certain provisions in the Old Notes Indenture (the “Proposed Amendments”).

Key Points: 
  • In conjunction with the Exchange Offer, the Issuer is also soliciting consents (the “Consent Solicitation”) to amend certain provisions in the Old Notes Indenture (the “Proposed Amendments”).
  • Holders may not tender their Old Notes pursuant to the Exchange Offer without delivering a consent with respect to such Old Notes tendered pursuant to the Consent Solicitation, and holders may not deliver a consent pursuant to the Consent Solicitation without tendering the related Old Notes pursuant to the Exchange Offer.
  • The consummation of the Term Loan Exchange Offer is not conditioned on the consummation of the Exchange Offer.
  • King & Co., Inc. will act as the Information Agent and the Exchange Agent for the Exchange Offer.

GoTo Group, Inc. Announces Closing of Exchange Offer for 5.50% Senior Secured Notes Due 2027

Retrieved on: 
Thursday, March 7, 2024

GoTo Group, Inc. (“GoTo” or the “Company”), the leading brand in making IT management, support, and business communications easy, today announced that it has closed its previously announced offer to exchange (the “Exchange Offer”) its outstanding 5.50% Senior Secured Notes due 2027 (the “Existing Notes”) for new 5.50% First Lien First Out Senior Secured Notes due 2028 and new 5.50% First Lien Second Out Senior Secured Notes due 2028 (collectively, the “New Notes”).

Key Points: 
  • GoTo Group, Inc. (“GoTo” or the “Company”), the leading brand in making IT management, support, and business communications easy, today announced that it has closed its previously announced offer to exchange (the “Exchange Offer”) its outstanding 5.50% Senior Secured Notes due 2027 (the “Existing Notes”) for new 5.50% First Lien First Out Senior Secured Notes due 2028 and new 5.50% First Lien Second Out Senior Secured Notes due 2028 (collectively, the “New Notes”).
  • The Exchange Offer expired at 5:00 p.m., New York City time, on March 5, 2024 (the “Expiration Time”).
  • As of the Expiration Time, $410,475,000 in aggregate principal amount of the Existing Notes has been tendered in the Exchange Offer, which represents approximately 99.54% of the Existing Notes.
  • Additionally, combined with the private exchange offer that closed on February 5, 2024, 99.80% of holders of Existing Notes tendered their notes for New Notes.

GoTo Group, Inc. Announces Early Tender Results and Expected Settlement of Exchange Offer for 5.50% Senior Secured Notes Due 2027

Retrieved on: 
Tuesday, February 20, 2024

The Exchange Notes received or to be received by Holders will consist of 42% FLFO Notes and 58% FLSO Notes.

Key Points: 
  • The Exchange Notes received or to be received by Holders will consist of 42% FLFO Notes and 58% FLSO Notes.
  • Full details of the terms and conditions of the Exchange Offer are described in a Confidential Exchange Offering Memorandum (the “Exchange Offer Memorandum”).
  • Holders are encouraged to read the Exchange Offer Memorandum, as it contains important information regarding the Exchange Offer.
  • Requests for the Exchange Offer Memorandum and other documents relating to the Exchange Offer may be directed to D.F.

GoTo Group, Inc. Receives 99.99% Participation on its Existing Term Loan Exchange Offer

Retrieved on: 
Wednesday, February 14, 2024

GoTo Group, Inc. (“GoTo” or the “Company”), the leading brand in making IT management, support, and business communications easy, today announced that 99.99% of existing term loan holders have committed to participate in the existing term loan exchange offer.

Key Points: 
  • GoTo Group, Inc. (“GoTo” or the “Company”), the leading brand in making IT management, support, and business communications easy, today announced that 99.99% of existing term loan holders have committed to participate in the existing term loan exchange offer.
  • On February 5, 2024, the Company launched a debt exchange offer which is open to all holders of its existing term loans (the “Existing Term Loans”) and its 5.50% Senior Secured Notes due 2027 (the “Existing Notes”), pursuant to an agreement with a majority of holders of its Existing Term Loans and Existing Notes.
  • Full details of the terms and conditions of the exchange offer of the Existing Notes are described in the Exchange Offer Memorandum.
  • Eligible holders of the Existing Notes are encouraged to read the Exchange Offer Memorandum, as it contains important information regarding the exchange offer.

JPMorgan Commences Exchange Offer Relating to its Alerian MLP Index ETNs

Retrieved on: 
Wednesday, February 7, 2024

JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) and JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) announced today the commencement of JPMorgan Financial’s offer to exchange (the “Exchange Offer”) its newly offered Alerian MLP Index ETNs due January 28, 2044 (CUSIP: 48133Q309) (the “New Notes” ) for any and all outstanding Alerian MLP Index ETNs due May 24, 2024 (CUSIP: 46625H365) issued by JPMorgan Chase (the “Old Notes” and together with the New Notes, the “Alerian ETNs”).

Key Points: 
  • JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) and JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) announced today the commencement of JPMorgan Financial’s offer to exchange (the “Exchange Offer”) its newly offered Alerian MLP Index ETNs due January 28, 2044 (CUSIP: 48133Q309) (the “New Notes” ) for any and all outstanding Alerian MLP Index ETNs due May 24, 2024 (CUSIP: 46625H365) issued by JPMorgan Chase (the “Old Notes” and together with the New Notes, the “Alerian ETNs”).
  • The Exchange Offer gives existing holders of the Old Notes (“Noteholders”) an opportunity to exchange their Old Notes for New Notes that mature on January 28, 2044, which provide similar exposure to the Alerian MLP Index® (the “Index”) as the Old Notes, subject to the terms and conditions set forth in the Prospectus.
  • None of JPMorgan Financial, JPMorgan Chase, the Trustee, the Dealer Manager or the Exchange Agent makes any recommendation as to whether you should exchange your Old Notes in the Exchange Offer.
  • Any tender of Old Notes for exchange pursuant to the Exchange Offer from a Noteholder that is unable to make these representations will not be accepted.

KRONOS WORLDWIDE ANNOUNCES EARLY RESULTS OF ITS EXCHANGE OFFER AND CONSENT SOLICITATION

Retrieved on: 
Tuesday, February 6, 2024

Per €1,000 principal amount of Old Notes validly offered for exchange (and not validly withdrawn) and accepted for exchange in the Exchange Offer, exclusive of any accrued and unpaid interest, which will be paid in cash.

Key Points: 
  • Per €1,000 principal amount of Old Notes validly offered for exchange (and not validly withdrawn) and accepted for exchange in the Exchange Offer, exclusive of any accrued and unpaid interest, which will be paid in cash.
  • The Old Notes surrendered in connection with the Exchange Offer will be retired and cancelled and will not be reissued.
  • No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful.
  • The Exchange Offer and Consent Solicitation are being made solely pursuant to the Confidential Exchange Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.

GoTo Group, Inc. Raises $100 Million of New Capital and Launches Exchange Offer Relating to its Existing Term Loans and 5.50% Senior Secured Notes Due 2027

Retrieved on: 
Monday, February 5, 2024

The Company also confirms that on February 5, 2024, a private debt exchange transaction was consummated with holders of a majority of its Existing Term Loans and Existing Notes.

Key Points: 
  • The Company also confirms that on February 5, 2024, a private debt exchange transaction was consummated with holders of a majority of its Existing Term Loans and Existing Notes.
  • Full details of the terms and conditions of the exchange offer of the Existing Notes are described in the Exchange Offer Memorandum.
  • Eligible holders of the Existing Notes are encouraged to read the Exchange Offer Memorandum, as it contains important information regarding the exchange offer.
  • Requests for the Exchange Offer Memorandum and other documents relating to the exchange offer may be directed to D.F.

KRONOS WORLDWIDE ANNOUNCES EXCHANGE OFFER AND CONSENT SOLICITATION

Retrieved on: 
Tuesday, January 23, 2024

(2)    Per €1,000 principal amount of Old Notes validly offered for exchange (and not validly withdrawn) and accepted for exchange in the Exchange Offer, exclusive of any accrued and unpaid interest, which will be paid in cash.

Key Points: 
  • (2)    Per €1,000 principal amount of Old Notes validly offered for exchange (and not validly withdrawn) and accepted for exchange in the Exchange Offer, exclusive of any accrued and unpaid interest, which will be paid in cash.
  • In conjunction with the Exchange Offer, the Issuer is soliciting consents (the “Consent Solicitation”) from eligible holders participating in the Exchange Offer to effect certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Old Notes (the “Existing Indenture”), which will conform the restrictive covenants in the Existing Indenture to the restrictive covenants of the New Notes.
  • Eligible holders who validly tender their Old Notes in the Exchange Offer (unless validly withdrawn) will be deemed to have submitted consents pursuant to the Consent Solicitation.
  • The Exchange Offer and Consent Solicitation will expire at 5:00 p.m., Central European Time, on February 21, 2024 (unless extended).

JPMorgan Files Registration Statement for Exchange Offer Relating to Its Alerian MLP Index ETNs

Retrieved on: 
Thursday, January 18, 2024

JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) and JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) announced today that they have filed a registration statement on Form S-4 (the “Registration Statement”) to register JPMorgan Financial’s proposed offer to exchange (the “Exchange Offer”) its newly offered Alerian MLP Index ETNs due January 28, 2044 (CUSIP: 48133Q309) (the “New Notes” ) for any and all outstanding Alerian MLP Index ETNs due May 24, 2024 (CUSIP: 46625H365) issued by JPMorgan Chase (the “Old Notes” and together with the New Notes, the “Alerian ETNs”).

Key Points: 
  • JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) and JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) announced today that they have filed a registration statement on Form S-4 (the “Registration Statement”) to register JPMorgan Financial’s proposed offer to exchange (the “Exchange Offer”) its newly offered Alerian MLP Index ETNs due January 28, 2044 (CUSIP: 48133Q309) (the “New Notes” ) for any and all outstanding Alerian MLP Index ETNs due May 24, 2024 (CUSIP: 46625H365) issued by JPMorgan Chase (the “Old Notes” and together with the New Notes, the “Alerian ETNs”).
  • Upon commencement of the Exchange Offer, JPMorgan Financial intends to give existing holders of the Old Notes (“Noteholders”) an opportunity to exchange their Old Notes for New Notes that mature on January 28, 2044, which provide similar exposure to the Alerian MLP Index® (the “Index”) as the Old Notes, subject to the terms and conditions set forth in the prospectus filed as part of the Registration Statement.
  • Noteholders will be able to tender Old Notes in exchange for New Notes only upon the effectiveness of the Registration Statement and the commencement of the Exchange Offer.
  • JPMorgan Financial expects to announce the expiration deadline, the exchange ratio and the settlement date for the Exchange Offer upon effectiveness of the Registration Statement and commencement of the Exchange Offer.

EchoStar Corporation Announces Exchange Offers and Consent Solicitations by DISH DBS Issuer LLC for Certain Existing Senior Notes Issued by DISH DBS Corporation

Retrieved on: 
Tuesday, January 16, 2024

Holders may not consent to the Proposed Amendments without tendering the applicable Existing DBS Notes in the relevant Exchange Offer, and holders may not tender Existing DBS Notes of any series for exchange without consenting to the Proposed Amendments for such series.

Key Points: 
  • Holders may not consent to the Proposed Amendments without tendering the applicable Existing DBS Notes in the relevant Exchange Offer, and holders may not tender Existing DBS Notes of any series for exchange without consenting to the Proposed Amendments for such series.
  • The occurrence of such event with respect to a series of Existing DBS Notes is referred to as the "Withdrawal Deadline" for such series of Existing DBS Notes.
  • If an Exchange Offer or the related Consent Solicitation with respect to a series of Existing DBS Notes is terminated or withdrawn, the Existing Indenture governing such series of Existing DBS Notes will remain in effect in its present form with respect to such series of Existing DBS Notes.
  • However, if the Proposed Amendments for a series of Existing DBS Notes become operative, holders of such series of Existing DBS Notes who do not tender Existing DBS Notes will be bound by the applicable Proposed Amendments, meaning that their Existing DBS Notes will be governed by an Existing Indenture as amended by the applicable Supplemental Indenture.