Hart–Scott–Rodino Antitrust Improvements Act

Pembina Pipeline Corporation Reports Record Results for the Fourth Quarter 2023, Provides Business Update, and Declares Quarterly Common Share Dividend

Retrieved on: 
Thursday, February 22, 2024
Energy, Other Energy, Utilities, Oil, Gas, Transfer, Momentum, Carbon, Engineering, Conversation, Weather, ACG, Web browser, RFS, TC Energy, Growth, Montney, British Columbia, LNG Canada, Pipeline, WCSB, Sale, E6, Season, Tax, EPC, Corporation, Peace, Emperor, Marketing, Black & Veatch, Management, Propane, Transport, Phase, Depreciation, Partnership, Hart–Scott–Rodino Antitrust Improvements Act, BBB, Natural gas, Alliance Pipeline, Elk, Black, FID, Dow, Insurance, Hydrocarbon, Acquisition, Wildfire, Mountain Valley Pipeline, Ethane, NEBC, Ruby, NGL, Coastal GasLink Pipeline, Facility, Younger, PGI

Pembina reported record quarterly adjusted EBITDA of $1,033 million in the fourth quarter and record full year adjusted EBITDA of $3,824 million.

Key Points: 
  • Pembina reported record quarterly adjusted EBITDA of $1,033 million in the fourth quarter and record full year adjusted EBITDA of $3,824 million.
  • Results were impacted by higher incentive costs driven by Pembina's share price performance and increased shared service revenue.
  • On a per share (basic) basis, cash flow from operating activities was $1.60 per share for the fourth quarter and $4.79 per share for the full year.
  • ET) for interested investors, analysts, brokers and media representatives to discuss results for the fourth quarter of 2023.

CenterPoint Energy announces sale of its Louisiana and Mississippi natural gas assets to Bernhard Capital Partners for $1.2 billion

Retrieved on: 
Tuesday, February 20, 2024
Energy, Utilities, Oil, Gas, CenterPoint Energy, Natural gas, Growth, Sale, Wells Fargo, Safety, PLLC, Hart–Scott–Rodino Antitrust Improvements Act, Public expenditure, LDC, CNP, EPS, Renewable energy

CenterPoint Energy, Inc. (NYSE: CNP) (“CenterPoint”) today announced the sale of its Louisiana and Mississippi natural gas LDC businesses to Bernhard Capital Partners, a services and infrastructure-focused private equity management firm, for $1.2 billion.

Key Points: 
  • CenterPoint Energy, Inc. (NYSE: CNP) (“CenterPoint”) today announced the sale of its Louisiana and Mississippi natural gas LDC businesses to Bernhard Capital Partners, a services and infrastructure-focused private equity management firm, for $1.2 billion.
  • The assets include approximately 12,000 miles of main pipeline in Louisiana and Mississippi serving approximately 380,000 metered customers.
  • CenterPoint’s LDCs are the second largest natural gas LDCs in both Louisiana and Mississippi by customer accounts, with a combined workforce of approximately 550 employees.
  • The sales price of $1.2 billion represents approximately 32 multiple of 2023 Louisiana and Mississippi LDC earnings.

Bristol Myers Squibb and RayzeBio Announce Expiration of HSR Act Waiting Period

Retrieved on: 
Monday, February 12, 2024
Biotechnology, Health, Pharmaceutical, Clinical Trials, Oncology, Bristol Myers Squibb, BMY, EST, Hart–Scott–Rodino Antitrust Improvements Act, Multimedia

Bristol Myers Squibb (NYSE: BMY) and RayzeBio, Inc. (Nasdaq: RYZB) today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or HSR Act, in connection with Bristol Myers Squibb’s previously announced tender offer to acquire all of the outstanding shares of RayzeBio common stock for a purchase price of $62.50 per share in cash, or approximately $4.1 billion.

Key Points: 
  • Bristol Myers Squibb (NYSE: BMY) and RayzeBio, Inc. (Nasdaq: RYZB) today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or HSR Act, in connection with Bristol Myers Squibb’s previously announced tender offer to acquire all of the outstanding shares of RayzeBio common stock for a purchase price of $62.50 per share in cash, or approximately $4.1 billion.
  • The expiration of the waiting period occurred at 11:59 p.m. EST on February 9, 2024.
  • View the full release here: https://www.businesswire.com/news/home/20240211117969/en/
    Expiration of the waiting period under the HSR Act satisfies one of the conditions necessary for the consummation of the transaction, including the tender offer and the merger, which remains subject to the tender of a majority of the outstanding shares of RayzeBio’s common stock, as well as other customary closing conditions.
  • Unless the tender offer is extended, the offer will expire one minute after 11:59 p.m. New York City time, on February 22, 2024.

Diamondback Energy, Inc. and Endeavor Energy Resources, L.P. to Merge to Create a Premier Permian Independent Oil and Gas Company

Retrieved on: 
Monday, February 12, 2024
Permian, Hart–Scott–Rodino Antitrust Improvements Act, Jefferies Group, FANG, Capital market, Vinson & Elkins, Culture, Growth, Diamondback Energy, Safety, Standstill, Webcast, Citigroup, Security (finance), Goldman Sachs, Hand, Logic, MBO, Management

The combination will create a premier Permian independent operator.

Key Points: 
  • The combination will create a premier Permian independent operator.
  • The transaction consideration will consist of approximately 117.3 million shares of Diamondback common stock and $8 billion of cash, subject to customary adjustments.
  • The transaction was unanimously approved by the Board of Directors of the Company and has all necessary Endeavor approvals.
  • “This is a combination of two strong, established companies merging to create a ‘must own’ North American independent oil company.

Blackhawk Network Signs Agreement to Acquire Tango Card

Retrieved on: 
Wednesday, January 31, 2024
Software, Technology, Payments, Acquisition, Blackhawk Network Holdings, FTV, HR, Hart–Scott–Rodino Antitrust Improvements Act, API, Marketing, BHN, Cryptocurrency

To further enhance the power of its global rewards platform, branded payments provider Blackhawk Network (BHN) today confirmed that it has entered into a definitive agreement to acquire digital B2B gift card rewards innovator Tango Card (Tango) .

Key Points: 
  • To further enhance the power of its global rewards platform, branded payments provider Blackhawk Network (BHN) today confirmed that it has entered into a definitive agreement to acquire digital B2B gift card rewards innovator Tango Card (Tango) .
  • “We have been a longtime partner to Tango and were also an early investor.
  • “I started Tango 15 years ago to fundamentally improve the incentives industry for customers and their recipients,” said David Leeds, Tango’s founder and CEO.
  • The Tango acquisition marks the second time FTV and BHN have partnered on an acquisition.

Gildan Sets Meeting Date and Provides Regulatory Update

Retrieved on: 
Monday, January 29, 2024
Proxy, Meeting, Legislation, LP, Requisition, Committee, GIL, Analysis, Browning, Court, TSX, Acquisition, Hart–Scott–Rodino Antitrust Improvements Act, Confusion, HSR, Projection, Exercise, Justice, Justice minister, Management

Shareholders will receive details about the matters to be presented at the Meeting and about how to vote in a management information circular to be delivered to them in advance of the Meeting.

Key Points: 
  • Shareholders will receive details about the matters to be presented at the Meeting and about how to vote in a management information circular to be delivered to them in advance of the Meeting.
  • The Company also agrees with shareholders who hold the view that a meeting is not required to resolve this matter.
  • But for the violation of the HSR Act, Browning West would not have held sufficient shares to exercise the right to requisition a meeting under Canadian corporate law.
  • The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Gildan Comments on Violations of US Antitrust Law by Browning West

Retrieved on: 
Monday, January 22, 2024
Legislation, Failure, GIL, Analysis, Browning, TSX, Hart–Scott–Rodino Antitrust Improvements Act, Canada Business Corporations Act, Federal Trade Commission, HSR, Projection, Justice, File

MONTREAL, Jan. 21, 2024 (GLOBE NEWSWIRE) -- Gildan Activewear Inc. (GIL: TSX and NYSE) (“Gildan” or the “Company”) today announced that it has learned that Browning West, LP (“Browning West”) accumulated shares in violation of the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) as part of its misguided campaign to reinstall Glenn Chamandy as CEO of Gildan.

Key Points: 
  • By acquiring shares in excess of the threshold without notifying these agencies and the Company, and without waiting 30 days to acquire the shares after providing notice, Browning West violated US law.
  • Without the shares acquired in violation of the HSR Act, Browning West would have no legal rights to requisition a meeting.
  • Browning West’s illegal share acquisitions add to the many serious questions raised about the purpose, planning and prudence of Browning West’s campaign.
  • What is clear is that Browning West and Mr. Chamandy desire to seize control of Gildan as rapidly as possible, and it appears they will step over the law to do so.

Browning West Discloses Gildan Activewear’s Efforts to Deprive Shareholders of an Opportunity to Reconstitute the Board at a Validly Requisitioned Special Meeting

Retrieved on: 
Monday, January 22, 2024
Fashion, Professional Services, Retail, Manufacturing, Finance, Textiles, Legislation, Goodmans, LLP, Special, Permanent Damage, Browning, Risk, TSX, Hart–Scott–Rodino Antitrust Improvements Act, News

You are likely aware that Browning West, a long-term and significant shareholder of Gildan, recently requisitioned a Special Meeting to provide you the opportunity to vote on a reconstitution of the Board.

Key Points: 
  • You are likely aware that Browning West, a long-term and significant shareholder of Gildan, recently requisitioned a Special Meeting to provide you the opportunity to vote on a reconstitution of the Board.
  • This past weekend, Browning West was informed that the Board is seeking to invalidate our requisition under Canadian law for a Special Meeting based on the false premise that we violated the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976.
  • Meanwhile, every day that Gildan delays the Special Meeting, the value destruction and risk of permanent damage to the business continues under the “leadership” of the current Board.
  • Except as required by law, Browning West does not intend to update these forward-looking statements.

Burger King® Company to Acquire Carrols Restaurant Group

Retrieved on: 
Tuesday, January 16, 2024
Hand, Jefferies Group, Partnership, Committee, QSP, Restaurant Brands, RBI, TSX, Acquisition, Hart–Scott–Rodino Antitrust Improvements Act, Webcast, Marketing, Carrols Restaurant Group, Restaurant, QSR, Burger King, Growth

TORONTO, Jan. 16, 2024 /PRNewswire/ -- Restaurant Brands International Inc. ("RBI" or the "Company") (TSX: QSR) (NYSE: QSR) (TSX: QSP) and Carrols Restaurant Group, Inc. ("Carrols") (NASDAQ: TAST) today announced that they have reached an agreement for RBI to acquire all of Carrols issued and outstanding shares that are not already held by RBI or its affiliates for $9.55 per share in an all cash transaction, or an aggregate total enterprise value of approximately $1.0 billion, representing a 23.1% premium to Carrols 30-day volume-weighted average price as of January 12, 2024 and a 13.4% premium to the January 12, 2024 closing price. 

Key Points: 
  • Carrols is the largest Burger King® franchisee in the United States today, operating 1,022 Burger King restaurants in 23 states that generated approximately $1.8 billion of system sales during the twelve-months ended September 30, 2023.
  • Tom Curtis, President of Burger King U.S. and Canada commented, "Carrols has demonstrated strong and improving restaurant operations over the years.
  • Deborah Derby, President and CEO of Carrols said, "Today's announcement is a testament to our more than 24,000 Carrols team members who have helped drive the company to record levels of profitability over the past 12 months.
  • Carrols has a team of strong, experienced operators who, in partnership with Burger King's operations teams, will operate the acquired restaurants.

APA Corporation to Acquire Callon Petroleum Company in All-Stock Transaction

Retrieved on: 
Thursday, January 4, 2024
Permian, Chase Bank, Hart–Scott–Rodino Antitrust Improvements Act, APA, Wells Fargo, FPSO, CPE, FEED, Morgan Stanley, Acquisition, LLP, National Association, JPMorgan Chase, RBC Capital Markets, Citigroup, APA Corporation, Fine chemical

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Key Points: 
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    HOUSTON, Jan. 4, 2024 /PRNewswire/ -- APA Corporation ("APA" or the "Company") (NASDAQ: APA) and Callon Petroleum Company ("Callon") (NYSE: CPE) have entered into a definitive agreement under which APA will acquire Callon in an all-stock transaction valued at approximately $4.5 billion, inclusive of Callon's net debt.
  • Under the terms of the transaction, each share of Callon common stock will be exchanged for a fixed ratio of 1.0425 shares of APA common stock.
  • APA expects to retire the existing debt at Callon and replace it with APA term loan facilities totaling $2.0 billion.
  • APA and Callon will host a joint conference call on Thursday Jan. 4, 2024, to discuss the transaction at 7:30 a.m. Central (8:30 a.m. Eastern).