Restatements of the Law

SPHINX INVESTEMENT CORP. ANNOUNCES EXTENSION OF TENDER OFFER TO PURCHASE ALL OUTSTANDING COMMON SHARES AND ASSOCIATED RIGHTS OF PERFORMANCE SHIPPING INC.

Retrieved on: 
Monday, October 30, 2023

The expiration date of the Offer has been extended to 11:59 p.m., New York City time, on November 15, 2023.

Key Points: 
  • The expiration date of the Offer has been extended to 11:59 p.m., New York City time, on November 15, 2023.
  • 1 thereto on October 30, 2023 (including the Offer to Purchase and the Letter of Transmittal) (the "Tender Offer Materials").
  • A solicitation and offer to purchase outstanding Shares is only being made pursuant to the Tender Offer Materials.
  • The Tender Offer Materials may be obtained at no charge at the website maintained by the Securities and Exchange Commission at www.sec.gov .

Bernstein Litowitz Berger & Grossman LLP and Friedman Oster & Tejtel PLLC Announce Notice of Pendency and Proposed Settlement of Stockholder Class and Derivative Action Involving Holders of R1 RCM Inc. Common Stock from August 18, 2020, Through the Close

Retrieved on: 
Friday, October 27, 2023

Certain persons and entities are excluded from the Settlement Class by definition, as set forth in the full Notice of Pendency and Proposed Settlement of Stockholder Class and Derivative Action, Settlement Hearing, and Right to Appear (the "Notice"), available at www.R1StockholdersLitigation.com .

Key Points: 
  • Certain persons and entities are excluded from the Settlement Class by definition, as set forth in the full Notice of Pendency and Proposed Settlement of Stockholder Class and Derivative Action, Settlement Hearing, and Right to Appear (the "Notice"), available at www.R1StockholdersLitigation.com .
  • your rights will be affected by a class and derivative action lawsuit pending in this court.
  • As explained in further detail in the Notice, Eligible Class Members do not have to submit a claim form to receive a payment from the Net Class Settlement Fund.
  • All questions about this Summary Notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Lead Counsel.

XAI Octagon Floating Rate & Alternative Income Term Trust Announces Board Approval of Proposal to Become Perpetual Fund and New Sub-Advisory Agreement with Octagon Credit Investors

Retrieved on: 
Thursday, October 26, 2023

XAI Octagon Floating Rate & Alternative Income Term Trust (the “Trust”) (NYSE: XFLT), announced that the Trust’s Board of Trustees (the “Board”) has unanimously approved a proposal to eliminate the Trust’s termination date of December 31, 2029.

Key Points: 
  • XAI Octagon Floating Rate & Alternative Income Term Trust (the “Trust”) (NYSE: XFLT), announced that the Trust’s Board of Trustees (the “Board”) has unanimously approved a proposal to eliminate the Trust’s termination date of December 31, 2029.
  • The proposal, if approved by shareholders, will amend the Trust’s Second Amended and Restated Declaration of Trust and make the Trust perpetual (the “Term Amendment”).
  • The transaction will constitute an “assignment” of the current sub-advisory agreement among the Trust, XAI and Octagon, causing the current agreement to terminate according to its terms, and necessitating approval of the new sub-advisory agreement (the “New Octagon Agreement”).
  • The Term Amendment and the New Octagon Agreement (together, the “Proposals”) are subject to approval by the Trust’s shareholders.

The Lovesac Company Announces Notification from Nasdaq Related to Delayed Form 10-Q Filing

Retrieved on: 
Friday, September 22, 2023

The Restatements are more fully described in the Company’s Current Report on Form 8-K filed on August 16, 2023.

Key Points: 
  • The Restatements are more fully described in the Company’s Current Report on Form 8-K filed on August 16, 2023.
  • Under the Nasdaq Listing Rules, the Company has 60 calendar days (until November 17, 2023) to submit a plan to regain compliance.
  • If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
  • The Company is working diligently to finalize and file the Restatements and the Quarterly Report as soon as possible within the timeline prescribed by Nasdaq.

EQS-News: Luminis Finance Public Limited Company : NOTICE OF AMENDMENT

Retrieved on: 
Wednesday, September 6, 2023

The amended terms of the Notes are as set out in Schedule C (Amended and Restated Pricing Supplement) to this Deed.

Key Points: 
  • The amended terms of the Notes are as set out in Schedule C (Amended and Restated Pricing Supplement) to this Deed.
  • In addition, the provisions of the General Definitions relating to construction of certain references shall apply to this Deed as if set out herein.
  • “Holder Notification” means a notice notifying the Holders of the Asset Exchange and Amendments, substantially in the form set out in Schedule B (Form of Holder Notification).
  • “Initial Charged Asset 2” has the meaning given to it in the Amended and Restated Pricing Supplement.

Ares Acquisition Corporation Announces Continuation of Monthly Contributions to Trust Account in Connection With Proposed Second Extension

Retrieved on: 
Monday, July 24, 2023

In connection with the Additional Contributions, the Company amended and restated its existing non-interest bearing promissory note (the “Amended and Restated Note”) in favor of the Sponsor to include the Additional Contributions.

Key Points: 
  • In connection with the Additional Contributions, the Company amended and restated its existing non-interest bearing promissory note (the “Amended and Restated Note”) in favor of the Sponsor to include the Additional Contributions.
  • The Amended and Restated Note is expected to be settled in cash at the closing of the Company’s business combination.
  • The funds in the Company’s trust account remain invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations.
  • If shareholders have any questions or need assistance please call the Company’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200 (toll free) or banks and brokers can call collect at (203) 658-9400, or by e-mailing [email protected] .

Columbus McKinnon Continues to Advance Leading Governance Structure with Changes in Bylaws

Retrieved on: 
Thursday, July 13, 2023

Columbus McKinnon Corporation (Nasdaq: CMCO), a leading designer and manufacturer of intelligent motion solutions for material handling, today announced that on July 11, 2023, the Board of Directors (the “Board”) approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day.

Key Points: 
  • Columbus McKinnon Corporation (Nasdaq: CMCO), a leading designer and manufacturer of intelligent motion solutions for material handling, today announced that on July 11, 2023, the Board of Directors (the “Board”) approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day.
  • The Amended and Restated Bylaws designate any state court located in the State of New York (a “New York Court”) (or, in the event that a New York Court does not have jurisdiction, a federal district court in the State of New York) as the exclusive forum for certain legal actions involving the Company unless the Company selects or consents to the selection of an alternative forum.
  • The Board determined to amend the bylaws, which previously provided for exclusive forum in courts located in Erie County, New York, based in part from feedback from shareholders who, while recognizing the potential value of an exclusive forum provision generally, expressed concerns with limiting jurisdiction to only courts located in Erie County.
  • With this change, ISS revised their recommendation to advise investors to vote “FOR” the reelection of the Company’s Chair of the Corporate Governance and Nomination Committee.

Shutterfly Announces Early Settlement of the Exchange Offer and Consent Solicitation Relating to 8.50% First-Priority Senior Secured Notes due 2026 and Closing of Broader Refinancing Transactions

Retrieved on: 
Thursday, June 15, 2023

The Exchange Offer expired at 5:00 p.m., New York City time, on June 14, 2023 (such time, the “Expiration Time”).

Key Points: 
  • The Exchange Offer expired at 5:00 p.m., New York City time, on June 14, 2023 (such time, the “Expiration Time”).
  • 719245 AD4 (144A) and U7189A AB8 (Regulation S)) not tendered in the Exchange Offer.
  • Eligible holders must validly tender (and not validly withdraw) all of such holder’s Existing Notes to participate in the Exchange Offer.
  • Only eligible holders may receive a copy of the Offering Memorandum and participate in the Exchange Offer and the Consent Solicitation.

International Seaways Announces Preliminary Results of 2023 Annual Meeting of Stockholders

Retrieved on: 
Wednesday, June 7, 2023

At the Annual Meeting, stockholders also ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023; approved the compensation of the Named Executive Officers for 2023 as described in the Company’s Proxy Statement; approved the frequency of future advisory votes on Named Executive Officer for every year and ratified the Company’s Amended and Restated Shareholder Rights Agreement.

Key Points: 
  • At the Annual Meeting, stockholders also ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023; approved the compensation of the Named Executive Officers for 2023 as described in the Company’s Proxy Statement; approved the frequency of future advisory votes on Named Executive Officer for every year and ratified the Company’s Amended and Restated Shareholder Rights Agreement.
  • “On behalf of International Seaways’ Board, I would like to thank our stockholders for their participation and feedback throughout this process,” said Douglas Wheat, Chairman of the Board.
  • “Today’s results demonstrate our stockholders’ strong support for our highly qualified, diversified Board and the strategy we are executing to drive long-term value creation.
  • We will continue to take decisive action to build on our track record to enhance stockholder value.”
    The Company will file final voting results with the U.S. Securities and Exchange Commission on a Form 8-K within four days after the Annual Meeting.

Ault Alliance Announces Extension of Pending Exchange Offer

Retrieved on: 
Thursday, May 18, 2023

Ault Alliance, Inc. (“Ault Alliance” or the “Company”) (NYSE American: AULT), announced today that it is extending the expiration date of its previously announced offer (the “Offer”) to holders of Ault Alliance’s outstanding Class A Common Stock (the “Common Stock”) to exchange shares of Common Stock for its 10.00% Series H Cumulative Redeemable Perpetual Preferred Stock (“Series H Preferred Stock”).

Key Points: 
  • Ault Alliance, Inc. (“Ault Alliance” or the “Company”) (NYSE American: AULT), announced today that it is extending the expiration date of its previously announced offer (the “Offer”) to holders of Ault Alliance’s outstanding Class A Common Stock (the “Common Stock”) to exchange shares of Common Stock for its 10.00% Series H Cumulative Redeemable Perpetual Preferred Stock (“Series H Preferred Stock”).
  • The Series H Preferred Stock will have a liquidation preference of $10 per share of Series H Preferred Stock.
  • Any offers of the Series H Preferred Stock will be made only by means of the Offer to Exchange.
  • Stockholders of Ault Alliance are strongly encouraged to read the Schedule TO and related exhibits because they contain important information about the Offer.