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Lumen Announces Early Tender Results

Retrieved on: 
Saturday, August 6, 2022 - 2:11am

(4) Includes the Maximum Tender Early Tender Premium (as defined in the Offer to Purchase and Solicitation Statement) for Notes validly tendered prior to the Early Tender Date (and not validly withdrawn) and accepted for purchase by the applicable offeror.

Key Points: 
  • (4) Includes the Maximum Tender Early Tender Premium (as defined in the Offer to Purchase and Solicitation Statement) for Notes validly tendered prior to the Early Tender Date (and not validly withdrawn) and accepted for purchase by the applicable offeror.
  • (5) As further described in the Offer to Purchase and Solicitation Statement, the Lumen Notes are also subject to the Series Tender Cap of $350,000,000.
  • Because the aggregate principal amount of Maximum Tender Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date did not exceed the Aggregate Maximum Tender Amount or the Series Tender Cap, the applicable offeror intends to purchase all of the Maximum Tender Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date on the terms described below.
  • Lumen and Lumen Technologies are registered trademarks of Lumen Technologies LLC in the United States.

Lumen Announces Cash Tender Offers and Consent Solicitations

Retrieved on: 
Tuesday, July 26, 2022 - 12:55am

Subject to the Aggregate Maximum Tender Amount, the Series Tender Cap and proration and the satisfaction or waiver of the conditions to the Tender Offers and the Consent Solicitations, including the Divestiture Condition, with respect to the applicable offeror, all Maximum Tender Notes tendered at or before the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Maximum Tender Notes tendered at or before the Early Tender Date having a lower Acceptance Priority Level are accepted, and all Maximum Tender Notes validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Maximum Tender Notes tendered after the Early Tender Date having a lower Acceptance Priority Level are accepted in the Maximum Tender Offers.

Key Points: 
  • Subject to the Aggregate Maximum Tender Amount, the Series Tender Cap and proration and the satisfaction or waiver of the conditions to the Tender Offers and the Consent Solicitations, including the Divestiture Condition, with respect to the applicable offeror, all Maximum Tender Notes tendered at or before the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Maximum Tender Notes tendered at or before the Early Tender Date having a lower Acceptance Priority Level are accepted, and all Maximum Tender Notes validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Maximum Tender Notes tendered after the Early Tender Date having a lower Acceptance Priority Level are accepted in the Maximum Tender Offers.
  • However, if the Maximum Tender Offers are not fully subscribed as of the Early Tender Date, Maximum Tender Notes tendered at or before the Early Tender Date will be accepted for purchase in priority to other Maximum Tender Notes validly tendered after the Early Tender Date, even if such Maximum Tender Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Maximum Tender Notes tendered prior to the Early Tender Date, in all cases as further described in the Offer to Purchase and Consent Solicitation Statement.
  • Holders of the Notes are encouraged to read the Offer to Purchase and Consent Solicitation Statement, as it contains important information regarding the Tender Offers and the Consent Solicitations.
  • The Tender Offers and the Consent Solicitations are only being made pursuant to the Offer to Purchase and Consent Solicitation Statement.

The GEO Group Announces Commencement of Exchange Offers and Consent Solicitations for Certain of Its Outstanding Debt Securities

Retrieved on: 
Tuesday, July 19, 2022 - 12:55pm

Holders of Old Notes that tender such Old Notes will be deemed to have given Consent to the Proposed Amendments with respect to the Old Notes.

Key Points: 
  • Holders of Old Notes that tender such Old Notes will be deemed to have given Consent to the Proposed Amendments with respect to the Old Notes.
  • The description above includes only a summary of certain key terms of the Exchange Offers, Consent Solicitations and the New Notes.
  • Copies of the Prospectus pursuant to which the Exchange Offers and Consent Solicitations are being made may be obtained from D.F.
  • King & Co., Inc., the information agent and exchange agent for the Exchange Offers and Consent Solicitations.

Pegasus Merger Co. Announces Completion of Consent Solicitations, Amendment of Tender Offers and Termination of Change of Control Offers

Retrieved on: 
Wednesday, July 13, 2022 - 3:46pm

(2) Payable only to holders who validly tender (and do not validly withdraw) Notes prior to the Early Tender Date.

Key Points: 
  • (2) Payable only to holders who validly tender (and do not validly withdraw) Notes prior to the Early Tender Date.
  • Holders tendering after the Early Tender Date have until the Expiration Date, unless extended or earlier terminated, to tender their Notes pursuant to the Tender Offer.
  • The Company reserves the right, in its sole discretion, to waive any and all conditions to the Tender Offer.
  • The full details of the Tender Offer and Consent Solicitation, including complete instructions on how to tender the Notes, are included in the Statement.

Gran Tierra Energy Inc. Announces Termination of 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, June 21, 2022 - 11:53pm

Any capitalized terms used in this press release without definition have the respective meanings assigned to such terms in the Exchange Offer Memorandum.

Key Points: 
  • Any capitalized terms used in this press release without definition have the respective meanings assigned to such terms in the Exchange Offer Memorandum.
  • As a result of the termination of the Exchange Offers, none of the Existing Notes that have been tendered in the Exchange Offers will be accepted for exchange for New Notes, and no New Notes will be issued to holders of Existing Notes who have validly tendered their Existing Notes in the Exchange Offers.
  • In addition, as a result of the termination of the Solicitations of Consents, the Proposed Amendments to the Existing Indentures will not be adopted, and the Existing Notes will remain outstanding and subject to the terms of the Existing Indentures.
  • All Existing Notes validly tendered and not validly withdrawn will be promptly returned or credited back to their respective holders.

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 and Extension

Retrieved on: 
Wednesday, June 8, 2022 - 2:55am

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.
  • It is also expected that the guarantees of the Existing Notes may be released as described in the Exchange Offer Memorandum.
  • Existing Notes tendered in connection with the Exchange Offers, and accepted for exchange, will be cancelled.

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: 
Wednesday, May 25, 2022 - 2:35am

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.
  • 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.

TechnipFMC Announces Tender Offer and Solicitation of Consents Relating to Its Outstanding 6.500% Senior Notes due 2026

Retrieved on: 
Wednesday, April 20, 2022 - 2:00pm

Includes the Early Tender Premium for Notes validly tendered at or prior to the Early Tender Time and accepted for purchase by the Company.

Key Points: 
  • Includes the Early Tender Premium for Notes validly tendered at or prior to the Early Tender Time and accepted for purchase by the Company.
  • Holders who validly tender their Notes after the Early Tender Time will only be eligible to receive the Tender Offer Consideration, which is the Total Consideration less the Early Tender Premium.
  • This press release is not an offer to purchase or a solicitation of an offer to sell any securities.
  • The Tender Offer and the Consent Solicitation are being made solely pursuant to the terms of the Statement.

SEE Announces Cash Tender Offer and Consent Solicitation for Any and All 5.25% Senior Notes Due 2023

Retrieved on: 
Tuesday, April 5, 2022 - 1:31pm

Included in the Total Consideration for Notes tendered and accepted for purchase on or prior to the Early Tender Deadline.

Key Points: 
  • Included in the Total Consideration for Notes tendered and accepted for purchase on or prior to the Early Tender Deadline.
  • Any Notes validly tendered and related Consents validly delivered may be withdrawn or revoked from the Tender Offer and the Consent Solicitation on or prior to the Early Tender Deadline.
  • The Tender Offer and Consent Solicitation is being made solely pursuant to the Offer to Purchase, which set forth the complete terms and conditions of the Tender Offer and Consent Solicitation.
  • Holders must make their own decisions as to whether to tender their Notes and, if so, the principal amount of Notes to tender.

Covanta Announces Offer and Consent Solicitation for Any and All of its 6.000% Senior Notes due 2027

Retrieved on: 
Tuesday, January 4, 2022 - 12:28pm

If any of the conditions are not satisfied, the Company may terminate the Offer and Consent Solicitation and return tendered Notes, may waive unsatisfied conditions and accept for payment and purchase all validly tendered Notes, may extend the Offer and Consent Solicitation or may otherwise amend the Offer and Consent Solicitation.

Key Points: 
  • If any of the conditions are not satisfied, the Company may terminate the Offer and Consent Solicitation and return tendered Notes, may waive unsatisfied conditions and accept for payment and purchase all validly tendered Notes, may extend the Offer and Consent Solicitation or may otherwise amend the Offer and Consent Solicitation.
  • The complete terms and conditions of the Offer and Consent Solicitation are set forth in the Offer to Purchase and Consent Solicitation Statement that is being sent to holders of the Notes.
  • The Company has engaged Credit Suisse Securities (USA) LLC to act as Sole Dealer Manager and Solicitation Agent for the Offer and Consent Solicitation.
  • The Offer and Consent Solicitation is being made pursuant to the tender offer documents, including the Offer to Purchase and Consent Solicitation Statement that the Company is distributing to holders of the Notes.