Exit consent

Five Point Holdings, LLC Announces Commencement of Exchange Offer and Consent Solicitation

Retrieved on: 
Monday, December 11, 2023
Residential Building & Real Estate, Commercial Building & Real Estate, Urban Planning, Construction & Property, Sale, Issuer, Supporting Party Mountain, Participation, Exchange, Holder, Accrued interest, Security (finance), Exit consent, Settlement date, Person, Letter, Exchange offer, Amendment, Annual report, Personal Information Agent, Consent, SEC Rule 144A, Regulation, Interest, Life insurance, Nightclub, Solicitation, Eligibility, Note, News & Notes

Eligible Holders tendering their Existing Notes in the Exchange Offer must also deliver their Consent to the Proposed Amendments and Eligible Holders delivering their Consents with respect to the Solicitation must also tender their Existing Notes in the Exchange Offer.

Key Points: 
  • Eligible Holders tendering their Existing Notes in the Exchange Offer must also deliver their Consent to the Proposed Amendments and Eligible Holders delivering their Consents with respect to the Solicitation must also tender their Existing Notes in the Exchange Offer.
  • Interest will cease to accrue on the Settlement Date for all Existing Notes accepted for exchange in the Exchange Offer.
  • The Company will not receive any cash proceeds from the issuance of the New Notes in the Exchange Offer and the Solicitation.
  • Existing Notes surrendered in connection with the Exchange Offer, and accepted for exchange, will be cancelled.

Cazoo Launches Exchange Offer Relating to Existing Convertible Notes

Retrieved on: 
Friday, November 3, 2023
General Automotive, Retail, Online Retail, Automotive, Reverse stock split, Expiration, Vii, Convertible, Regulation, CUSIP, Initial exchange offering, Person, Exit consent, Exchange offer, Note, Public offering, Republic Bank & Trust Company, Appendix, Date, Retirement, DTC, Exchange, Failure, Communication, SEC Rule 144A, National Association, Cryptocurrency, Security (finance), News & Notes

The obligation of the Company to complete the Exchange Offer is subject to certain conditions, including the receipt of Convertible Notes validly tendered (and not validly withdrawn) prior to the Expiration Deadline representing not less than 100% of the aggregate principal amount of Convertible Notes outstanding (the “Minimum Exchange Condition”).

Key Points: 
  • The obligation of the Company to complete the Exchange Offer is subject to certain conditions, including the receipt of Convertible Notes validly tendered (and not validly withdrawn) prior to the Expiration Deadline representing not less than 100% of the aggregate principal amount of Convertible Notes outstanding (the “Minimum Exchange Condition”).
  • If the Exchange Offer is not completed due to failure to satisfy the Minimum Exchange Condition, the Company will implement the Exchange Offer through an English restructuring plan or scheme of arrangement rather than through this Exchange Offer (a “Scheme Transaction”).
  • As a result, if holders of the Convertible Notes do not tender their Convertible Notes in the Exchange Offer or if the Exchange Offer is not completed due to the failure to satisfy the Minimum Exchange Condition, holders of Convertible Notes, subject to the sanction of the English court, will likely still be exchanged into the Offered Securities pursuant to a Scheme Transaction.
  • Requests for the Offering Memorandum and other documents relating to the Exchange Offer may be directed to U.S. Bank Trust Company, National Association, the exchange agent and information agent for the Exchange Offer, toll free at (800) 934-6802.

Gran Tierra Energy Inc. Announces Expiration and Final Results for the Previously Announced Exchange Offers of Certain Existing Notes for New Notes and the Solicitations of Consents to Proposed Amendments to the Existing Indentures

Retrieved on: 
Thursday, October 19, 2023
Gran Tierra Energy, Sale, Early participants in the Latter Day Saint movement, Consent, Initial exchange offering, Person, Exchange offer, Settlement date, Interest, Participation, Total, Exchange, Personal Information Agent, Convention to propose amendments to the United States Constitution, Security (finance), Bank, News & Notes, Note, Exit consent, Eligibility

King & Co., Inc., the Information Agent and Exchange Agent for the Exchange Offers and the solicitation of Consents (as defined below).

Key Points: 
  • King & Co., Inc., the Information Agent and Exchange Agent for the Exchange Offers and the solicitation of Consents (as defined below).
  • Interest will cease to accrue on the Settlement Date for all Existing Notes accepted for exchange in the applicable Exchange Offer.
  • The Company will not receive any cash proceeds from the issuance of the New Notes in the Exchange Offers and the solicitations of Consents.
  • Moreover, neither the Company nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements.

Gran Tierra Energy Inc. Announces Early Participation Deadline Results for the Previously Announced Exchange Offers of Certain Existing Notes for New Notes and the Solicitations of Consents to Proposed Amendments to the Existing Indentures

Retrieved on: 
Tuesday, October 3, 2023
Initial exchange offering, Interest, Settlement date, Personal Information Agent, Early participants in the Latter Day Saint movement, Exchange, Person, Participation, Sale, Convention to propose amendments to the United States Constitution, Letter, Exchange offer, Gran Tierra Energy, Consent, Security (finance), Cryptocurrency, Bank, Note, News & Notes, Exit consent, Eligibility

Accordingly, holders may no longer withdraw Existing Notes tendered in the Exchange Offers, except in certain limited circumstances as set forth in the Exchange Offer Memorandum.

Key Points: 
  • Accordingly, holders may no longer withdraw Existing Notes tendered in the Exchange Offers, except in certain limited circumstances as set forth in the Exchange Offer Memorandum.
  • Interest will cease to accrue on the Settlement Date for all Existing Notes accepted for exchange in the applicable Exchange Offer.
  • The Company will not receive any cash proceeds from the issuance of the New Notes in the Exchange Offers and the solicitations of Consents.
  • Existing Notes tendered in connection with the Exchange Offers, and accepted for exchange, will be cancelled.

Capstone Green Energy Enters into Transaction Support Agreement with Senior Secured Lender

Retrieved on: 
Thursday, September 28, 2023
Other Energy, Utilities, Technology, Batteries, Alternative Energy, Energy, Software, LLP, Interim, Bankruptcy, Letter, Plan, International, Chapter 11, Title 11, United States Code, Debtor, Calendar, Delisting, United States Bankruptcy Court for the Southern District of New York, Carbon, Notification, Goldman Sachs, Sumathi Best Television Current Reporting Award, Common stock, Kroll, Hearing, Bankruptcy Code, Webcast, United States bankruptcy court, Security (finance), General Motors Chapter 11 reorganization, Insolvency and Bankruptcy Code, 2016, TSA, Exit consent, Cryptocurrency, Capstone

Subject to Bankruptcy Court approval, this "new money" financing will provide liquidity to support continued operations during the Chapter 11 process.

Key Points: 
  • Subject to Bankruptcy Court approval, this "new money" financing will provide liquidity to support continued operations during the Chapter 11 process.
  • "The significant agreement and investment of our senior secured lender demonstrates its support of the Company and our long-term strategy," said Mr. Flexon.
  • At the conclusion of the presentation, Capstone management will conduct a question and answer session to allow financial analysts the chance to ask questions.
  • In addition, Capstone will be offering an opportunity for the broader audience to submit their questions online while the broadcast is live.

Gran Tierra Energy Inc. Announces Exchange Offers of Certain Existing Notes for New Notes and the Solicitations of Consents to Proposed Amendments to the Existing Indentures

Retrieved on: 
Tuesday, September 19, 2023
Accrued interest, Exchange offer, Participation, Consent, Convention to propose amendments to the United States Constitution, Personal Information Agent, Interest, Settlement date, Letter, Note, Early participants in the Latter Day Saint movement, Exchange, Person, Sale, Settlement, Life insurance, Security (finance), Lease, Bank, News & Notes, Trafigura, Exit consent, Eligibility, Solicitation

Holders who tender after the Early Participation Deadline but prior to the Expiration Deadline will receive only the Exchange Consideration.

Key Points: 
  • Holders who tender after the Early Participation Deadline but prior to the Expiration Deadline will receive only the Exchange Consideration.
  • It is also expected that the guarantees of the Existing Notes may be released as described in the Exchange Offer Memorandum.
  • Interest will cease to accrue on the Settlement Date for all Existing Notes accepted for exchange in the applicable Exchange Offer.
  • Existing Notes surrendered in connection with the Exchange Offers, and accepted for exchange, will be cancelled.

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.

WeWork Announces Early Tender Results of the Exchange Offers and Consent Solicitations and Changes to the Late Exchange Consideration

Retrieved on: 
Monday, April 17, 2023
Finance, Business, Professional Services, Commercial Building & Real Estate, Construction & Property, ACT, Transfer, News & Notes, Exchange offer, PJT Partners, SEC Rule 144A, Debt-to-GDP ratio, Common equity, Regulation D, Equity, Stock, Partial, Letter, Consent, Issuer, Trustee, Amendment, Security (finance), Book, Common stock, Rule, Settlement date, Stock transfer agent, Exit consent, Eligibility, Old, Regulation, Exchange, Person, Bangladesh Securities and Exchange Commission, COMMON, Note, Series

No consideration will be paid for Consents in the Consent Solicitations (each as defined in the Offering Memorandum).

Key Points: 
  • No consideration will be paid for Consents in the Consent Solicitations (each as defined in the Offering Memorandum).
  • Shares of Class A Common Stock delivered as part of the Exchange Consideration will be rounded down to the nearest whole share.
  • Subject to the tender acceptance procedures described in the Offering Memorandum, Eligible Holders who validly tender Old Notes after the Early Exchange Time and before the Expiration Time will receive the Late Exchange Consideration, which will be the same as the Early Exchange Consideration, as further described in the Offering Memorandum.
  • The Company has engaged PJT Partners LP as the dealer manager (the “Dealer Manager”) for the Exchange Offers and Consent Solicitations.

WeWork Announces Commencement of Exchange Offers and Consent Solicitations for Outstanding 7.875% Senior Notes due 2025 and 5.00% Senior Notes due 2025, Series II

Retrieved on: 
Monday, April 3, 2023
Professional Services, Other Consumer, Consumer, Residential Building & Real Estate, Commercial Building & Real Estate, Finance, Construction & Property, ACT, Transfer, News & Notes, Initial exchange offering, PJT Partners, SEC Rule 144A, Debt-to-GDP ratio, Regulation D, Equity, Stock, Letter, Consent, Issuer, Trustee, Security (finance), Book, Boomerang: Travels in the New Third World, Common stock, Rule, Settlement date, Stock transfer agent, Exit consent, Eligibility, Old, Holder, Regulation, Note, Exchange, Person, Bangladesh Securities and Exchange Commission, COMMON, Exchange offer, Second Optional Protocol to the International Covenant on Civil and Political Rights, Solicitation

No consideration will be paid for Consents in the Consent Solicitations.

Key Points: 
  • No consideration will be paid for Consents in the Consent Solicitations.
  • Shares of Class A Common Stock delivered as part of the Exchange Consideration will be rounded down to the nearest whole share.
  • The Company has engaged PJT Partners LP as the dealer manager (the “Dealer Manager”) for the Exchange Offers and Consent Solicitations.
  • Questions concerning the Exchange Offers and the Consent Solicitations may be directed to the Dealer Manager or the Exchange Agent, in accordance with the contact details shown on the back cover of the Offering Memorandum.

Sylvamo Announces Cash Tender Offer Early Results

Retrieved on: 
Wednesday, March 8, 2023
Forest Products, Natural Resources, Other Natural Resources, Convention to propose amendments to the United States Constitution, Trustee, Amendment, Consent, Note, Bank, Securities Financing Transactions Regulation, Tender, Exercise, Sale, Hand, Tender offer, Mini-tender offer, Depository Trust Company, Exit consent, BofA Securities, Telephone, FICC, Personal Information Agent, Security (finance), Auction, Property management

Holders of Notes who validly tender their Notes following the Early Tender Expiration and at or prior to the Expiration Time will be entitled to receive the Tender Offer Consideration set forth in the table above.

Key Points: 
  • Holders of Notes who validly tender their Notes following the Early Tender Expiration and at or prior to the Expiration Time will be entitled to receive the Tender Offer Consideration set forth in the table above.
  • The terms and conditions of the Tender Offer and the Consent Solicitation are described in an Offer to Purchase and Consent Solicitation Statement, dated February 22, 2023 (the “Offer to Purchase and Consent Solicitation Statement”).
  • The Company reserves the right to terminate or extend the Tender Offer or the Consent Solicitation if any condition to the Tender Offer or the Consent Solicitation is not satisfied (or otherwise in its sole discretion), and to amend the Tender Offer or the Consent Solicitation in any respect.
  • The Tender Offer and the Consent Solicitation are made only by the Offer to Purchase and Consent Solicitation Statement.