Form 8-K

Brookfield Reinsurance to Acquire AEL in $4.3 Billion Transaction

Retrieved on: 
星期三, 七月 5, 2023
BAM, Martha Plimpton, Insurance, LLP, BMO Capital Markets, Partnership, Cravath, Swaine & Moore, AEL, Securities and Exchange Commission (Nigeria), Oliver Cromwell, Form 8-K, Brookfield (corporation), VWAP, BN, NEWS, Hart–Scott–Rodino Antitrust Improvements Act, J. P. Morgan, Sullivan & Cromwell, TSX, Growth, NYSE, Barclays, DeBevoise, Non-executive director, Financial services, Security (finance), Reinsurance, Bank

BROOKFIELD, NEWS, July 05, 2023 (GLOBE NEWSWIRE) -- Brookfield Reinsurance (NYSE, TSX: BNRE) and American Equity Investment Life Holding Company (NYSE: AEL) (“AEL”) today announced that they have entered into a definitive agreement whereby Brookfield Reinsurance will acquire all of the outstanding shares of common stock of AEL it does not already own in a cash and stock transaction that values AEL at approximately $4.3 billion.

Key Points: 
  • BROOKFIELD, NEWS, July 05, 2023 (GLOBE NEWSWIRE) -- Brookfield Reinsurance (NYSE, TSX: BNRE) and American Equity Investment Life Holding Company (NYSE: AEL) (“AEL”) today announced that they have entered into a definitive agreement whereby Brookfield Reinsurance will acquire all of the outstanding shares of common stock of AEL it does not already own in a cash and stock transaction that values AEL at approximately $4.3 billion.
  • Brookfield Reinsurance intends to acquire from Brookfield Corporation (NYSE, TSX: BN) (“BN”) the BAM Shares required to satisfy the non-cash consideration offered to AEL shareholders.
  • Accordingly, there will be no net new issuance of shares of BAM, BN or Brookfield Reinsurance and no dilution to BAM, BN or Brookfield Reinsurance shareholders as a result of this transaction.
  • Barclays is serving as lead financial advisor to Brookfield Reinsurance and BMO Capital Markets is also acting as an advisor to Brookfield Reinsurance on this transaction.

Brookfield Reinsurance to Acquire AEL in $4.3 Billion Transaction

Retrieved on: 
星期三, 七月 5, 2023
Finance, Banking, Professional Services, Asset Management, Insurance, BAM, Martha Plimpton, LLP, BMO Capital Markets, Partnership, Cravath, Swaine & Moore, AEL, Securities and Exchange Commission (Nigeria), Oliver Cromwell, Brookfield (corporation), Form 8-K, VWAP, BN, Reinsurance, Hart–Scott–Rodino Antitrust Improvements Act, J. P. Morgan, Sullivan & Cromwell, TSX, Growth, NYSE, Barclays, DeBevoise, Non-executive director, Financial services, Security (finance), Bank

Brookfield Reinsurance (NYSE, TSX: BNRE) and American Equity Investment Life Holding Company (NYSE: AEL) (“AEL”) today announced that they have entered into a definitive agreement whereby Brookfield Reinsurance will acquire all of the outstanding shares of common stock of AEL it does not already own in a cash and stock transaction that values AEL at approximately $4.3 billion.

Key Points: 
  • Brookfield Reinsurance (NYSE, TSX: BNRE) and American Equity Investment Life Holding Company (NYSE: AEL) (“AEL”) today announced that they have entered into a definitive agreement whereby Brookfield Reinsurance will acquire all of the outstanding shares of common stock of AEL it does not already own in a cash and stock transaction that values AEL at approximately $4.3 billion.
  • Anant Bhalla, President and Chief Executive Officer of AEL, said, “We are pleased to have reached this agreement with Brookfield Reinsurance and believe this transaction provides an excellent outcome for all AEL shareholders, policyholders and other stakeholders.
  • Brookfield Reinsurance intends to acquire from Brookfield Corporation (NYSE, TSX: BN) (“BN”) the BAM Shares required to satisfy the non-cash consideration offered to AEL shareholders.
  • Barclays is serving as lead financial advisor to Brookfield Reinsurance and BMO Capital Markets is also acting as an advisor to Brookfield Reinsurance on this transaction.

GigaCloud Technology Inc Announces It Ceases to Qualify as a Foreign Private Issuer

Retrieved on: 
星期一, 七月 3, 2023
Form, Disclosure, GCT, Form 8-K, Bank statement, Security (finance), Cryptocurrency

WALNUT, Calif., July 03, 2023 (GLOBE NEWSWIRE) -- GigaCloud Technology Inc (Nasdaq: GCT) (“GigaCloud” or the “Company”), a pioneer of global end-to-end B2B ecommerce solutions for large parcel merchandise, today announced that, in accordance with the definition of “foreign private issuer” in Rule 405 under the United States Securities Act of 1933, as amended (the “Securities Act”), and Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) which require a foreign company to determine its status as a foreign private issuer on an annual basis, as of the end of its second fiscal quarter, the Company has determined that it has ceased to qualify as a “foreign private issuer” as of June 30, 2023, being the last business day of its most recently completed second fiscal quarter.

Key Points: 
  • WALNUT, Calif., July 03, 2023 (GLOBE NEWSWIRE) -- GigaCloud Technology Inc (Nasdaq: GCT) (“GigaCloud” or the “Company”), a pioneer of global end-to-end B2B ecommerce solutions for large parcel merchandise, today announced that, in accordance with the definition of “foreign private issuer” in Rule 405 under the United States Securities Act of 1933, as amended (the “Securities Act”), and Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) which require a foreign company to determine its status as a foreign private issuer on an annual basis, as of the end of its second fiscal quarter, the Company has determined that it has ceased to qualify as a “foreign private issuer” as of June 30, 2023, being the last business day of its most recently completed second fiscal quarter.
  • Once an issuer fails to qualify for foreign private issuer status it will remain unqualified unless it meets the requirements for foreign private issuer status as of the last business day of its second fiscal quarter.
  • Accordingly, the Company will not be able to use the forms and rules designated for foreign private issuers after December 31, 2023, being the final day of the Company’s current fiscal year.
  • Starting on January 1, 2024, the Company will be subject to the same reporting and disclosure requirements applicable to domestic U.S. companies, and the Company will be required to file periodic reports and financial statements prepared in accordance with United States generally accepted accounting principles with the SEC on Form 10-K and Form 10-Q, as applicable, as well as filing current reports on Form 8-K.

Pacific Coast Oil Trust Announces There Will Be No June Cash Distribution

Retrieved on: 
星期四, 六月 29, 2023
Energy, Other Energy, Oil, Gas, Superior court, Accounting standard, Internet, Motion, Retirement, Court, Accounting Standards Codification, Transport, Phillips 66, Prejudice, Form 8-K, Face, Conveyance, Moss Adams, ARO, Consultant, Panel, Security (finance), Trustee, California superior courts, County, Net, Evergreen, Interest, Business analyst, COVID-19, Phillips, Annual report, Connection, Probability, Bank statement, Calendar, Sale, Report, Martindale, Cryptocurrency, Life insurance, Trust

ARO is the recognition related to net present value of future plugging and abandonment costs that all oil and gas operators face.

Key Points: 
  • ARO is the recognition related to net present value of future plugging and abandonment costs that all oil and gas operators face.
  • As a result, the total proceeds received by the Trust in each of 2020 and 2021 were less than $2.0 million.
  • Pacific Coast Oil Trust is a Delaware statutory trust formed by PCEC to own interests in certain oil and gas properties in the Santa Maria Basin and the Los Angeles Basin in California (the “Underlying Properties”).
  • Any anticipated distribution is based, in part, on the amount of cash received or expected to be received by the Trust from PCEC with respect to the relevant period.

Pacific Coast Oil Trust Announces There Will Be No May Cash Distribution

Retrieved on: 
星期三, 五月 31, 2023
Oil, Gas, Energy, Superior court, Accounting standard, Internet, Motion, Retirement, Court, Accounting Standards Codification, Transport, Phillips 66, Prejudice, Form 8-K, Face, Conveyance, Moss Adams, ARO, Consultant, Panel, Security (finance), Trustee, California superior courts, County, Net, Evergreen, Interest, Business analyst, COVID-19, Phillips, Annual report, Connection, Probability, Bank statement, Calendar, Sale, Report, Martindale, Cryptocurrency, Life insurance, Trust

ARO is the recognition related to net present value of future plugging and abandonment costs that all oil and gas operators face.

Key Points: 
  • ARO is the recognition related to net present value of future plugging and abandonment costs that all oil and gas operators face.
  • As a result, the total proceeds received by the Trust in each of 2020 and 2021 were less than $2.0 million.
  • Pacific Coast Oil Trust is a Delaware statutory trust formed by PCEC to own interests in certain oil and gas properties in the Santa Maria Basin and the Los Angeles Basin in California (the “Underlying Properties”).
  • Any anticipated distribution is based, in part, on the amount of cash received or expected to be received by the Trust from PCEC with respect to the relevant period.

Contango ORE Announces Completion of S-K 1300 Technical Report Summary for Its Manh Choh Project in Alaska

Retrieved on: 
星期五, 五月 26, 2023
Mining, Minerals, Natural Resources, Feasibility study, Mineral, KG, TRS, Disclosure, Mining in the United States, Kinross Gold, EDGAR, Gold, Contango, Project, Security (finance), Form 8-K, FS, CORE, News, NYSE, Regulation, Technical, Cryptocurrency, Financial adviser, Peak gold

Contango ORE, Inc. (“CORE,” “Contango” or the “Company”) (NYSE American: CTGO) is pleased to announce that it has completed the Technical Report Summary (“TRS”) on the Manh Choh Project (the “Project” or “Manh Choh”), located near Tok, Alaska, U.S.A.

Key Points: 
  • Contango ORE, Inc. (“CORE,” “Contango” or the “Company”) (NYSE American: CTGO) is pleased to announce that it has completed the Technical Report Summary (“TRS”) on the Manh Choh Project (the “Project” or “Manh Choh”), located near Tok, Alaska, U.S.A.
    Rick Van Nieuwenhuyse, the Company’s President and Chief Executive Officer said: “With the completion of the tolling agreement with the Fort Knox Mine, we were able to complete the TRS.
  • Contango also owns a 100% interest in approximately 167,000 acres of State of Alaska mining claims through Contango Mineral Alaska, LLC, its wholly owned subsidiary, which gives Contango the exclusive right to explore and develop minerals on these lands.
  • A copy of the S-K 1300 Feasibility Study for the Manh Choh project can be found on our website: https://www.contangoore.com/investors/overview .
  • The TRS was prepared in accordance with S-K 1300 and was filed on May 26, 2023 with the SEC through EDGAR on Form 8-K.

TravelCenters of America Inc. Announces Intention to Delist 8.25% Senior Notes Due 2028, 8.00% Senior Notes Due 2029, and 8.00% Senior Notes Due 2030 (Nasdaq: TANNI; TANNL; TANNZ) from the Nasdaq

Retrieved on: 
星期二, 五月 16, 2023
Petro, Depository Trust & Clearing Corporation, TravelCenters of America, Communication, Parent, Tripura Merger Agreement, Risk, Debt-to-GDP ratio, Commonwealth of Australia (US securities entity), TA, Multimedia, Depository Trust Company, Sale, Mergers and acquisitions, Acquisition, Annual report, CUSIP, U.S. Bancorp, News, Form 8-K, Nintendo of America, Inc. vs. Blockbuster LLC., Cryptocurrency, Security (finance), Note

As a result, TA expects the delisting of the Notes to become effective on or about June 5, 2023, from which time the Notes will no longer be listed on the Nasdaq.

Key Points: 
  • As a result, TA expects the delisting of the Notes to become effective on or about June 5, 2023, from which time the Notes will no longer be listed on the Nasdaq.
  • TA has not made arrangements for the listing and/or registration of the Notes on another national securities exchange or quotation medium.
  • TA announced today that it will redeem all of the Notes outstanding on June 15, 2023 (the "Redemption Date").
  • TA has instructed the trustee for the Notes, U.S. Bank National Association (the "Trustee"), to distribute a notice of redemption to all registered holders of the Notes.

Mannatech Reports First Quarter End 2023 Financial Results

Retrieved on: 
星期五, 五月 12, 2023
Other Retail, General Health, Health, Specialty, Vitamins, Supplements, Fitness & Nutrition, Retail, Other Health, Vaccine, Travel, Table, COVID-19, GAAP, Global health, Risk, Ratio, Korean won, Annual report, Growth, Form 8-K, Pharmaceutical industry, Video game, Bank, Operation, Mannatech

Mannatech, Incorporated (NASDAQ: MTEX ), a global health and wellness company committed to transforming lives to make a better world, today announced financial results for its first quarter of 2023.

Key Points: 
  • Mannatech, Incorporated (NASDAQ: MTEX ), a global health and wellness company committed to transforming lives to make a better world, today announced financial results for its first quarter of 2023.
  • First quarter net sales for 2023 were $34.1 million, an increase of $1.7 million, or 5.3%, as compared to $32.4 million in the first quarter of 2022.
  • First quarter net sales for 2023 include the results of an annual promotion in March 2023 that occurred in April 2022.
  • First quarter operating income for 2023 was $0.7 million as compared to less than $0.1 million for the first quarter of 2022.

Ecolab Annual Meeting Results Announced

Retrieved on: 
星期四, 五月 4, 2023
Other Manufacturing, Environment, Environmental Health, Chemicals, Plastics, Sustainability, Manufacturing, Green Technology, General Health, Health, Recycling, PwC, Policy, Inc., Form 8-K, Ecolab, Holding company

Ecolab Inc. announced today at its annual meeting of stockholders that the slate of thirteen director nominees named in the company’s proxy statement was elected for a one-year term ending at its annual meeting of stockholders in May 2024.

Key Points: 
  • Ecolab Inc. announced today at its annual meeting of stockholders that the slate of thirteen director nominees named in the company’s proxy statement was elected for a one-year term ending at its annual meeting of stockholders in May 2024.
  • In other business during today’s meeting, stockholders ratified the appointment of PricewaterhouseCoopers LLP as Ecolab's independent registered public accounting firm for 2023, approved the Ecolab Inc. 2023 Stock Incentive Plan, approved an amendment to the Ecolab Inc. Stock Purchase Plan, approved on an advisory basis the compensation of the named executive officers disclosed in the company’s proxy statement, and voted on an advisory basis to hold future stockholder advisory votes on named executive officer compensation annually.
  • Also at the meeting, a stockholder proposal regarding an independent board chair policy was not approved.
  • The final vote tabulation on all matters voted upon during today’s meeting will be reported to the U.S. Securities and Exchange Commission on a current report on Form 8-K and such report will be made available on the company’s website, www.investor.ecolab.com .

Leading Independent Proxy Advisory Firms, ISS and Glass Lewis, Recommend TA Shareholders Vote “FOR” Pending BP Transaction

Retrieved on: 
星期一, 五月 1, 2023
Mobile, Wireless, Oil, Gas, Other Travel, General Automotive, Transportation, Energy, Technology, Convenience Store, Automotive, Travel, Retail, Trucking, Transport, Petro, Communication, Institutional Shareholder Services, TA, TravelCenters of America, Eta, Glass Lewis, Internet, Acquisition, BP, Annual report, Glass, Form 8-K, PPM America, Inc., ISS, Country, Security (finance), Internet service provider

TravelCenters of America Inc. (Nasdaq: TA) today announced that leading independent proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have recommended that TA shareholders vote “FOR” the previously announced all-cash acquisition of TA by BP Products North America Inc. (“BP”) in advance of TA’s upcoming Special Meeting of Shareholders scheduled for May 10, 2023.

Key Points: 
  • TravelCenters of America Inc. (Nasdaq: TA) today announced that leading independent proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have recommended that TA shareholders vote “FOR” the previously announced all-cash acquisition of TA by BP Products North America Inc. (“BP”) in advance of TA’s upcoming Special Meeting of Shareholders scheduled for May 10, 2023.
  • As previously announced, under the terms of the pending transaction, BP will acquire all of the outstanding shares of TA common stock for $86.00 per share in cash.
  • TA shareholders of record as of the close of business on March 23, 2023, are eligible to vote on the pending transaction and are encouraged to do so as soon as possible.
  • The TA Board of Directors unanimously recommends TA shareholders to vote “FOR” all proposals, including following ISS and Glass Lewis’ recommendations by voting “FOR” the proposal to approve the merger.