Transaction

Guess?, Inc. Announces Issuance of Approximately $12.1 Million of Additional 3.75% Convertible Notes Due 2028 and Retirement of Approximately $14.6 Million of Existing 2.00% Convertible Notes Due 2024

Retrieved on: 
Monday, April 1, 2024
Fashion, Professional Services, Retail, Other Retail, Department Stores, Finance, Bank of America, Uncertainty, GES, Exchange, Bank, CUSIP, Sale, Observation, Judgement, Annual report, Debt-to-GDP ratio, Share repurchase, Subscription business model, Transaction, Repurchase agreement, Security (finance)

Pursuant to the Exchange and Subscription Agreement, the Company will exchange approximately $14.6 million in aggregate principal amount of the 2024 Notes for approximately $12.1 million in aggregate principal amount of additional 3.75% convertible senior notes due 2028 (the “2028 Notes”) (collectively, the “Transactions”).

Key Points: 
  • Pursuant to the Exchange and Subscription Agreement, the Company will exchange approximately $14.6 million in aggregate principal amount of the 2024 Notes for approximately $12.1 million in aggregate principal amount of additional 3.75% convertible senior notes due 2028 (the “2028 Notes”) (collectively, the “Transactions”).
  • The 2028 Notes will have the same CUSIP number as the Existing 2028 Notes and will be issued as additional notes under the indenture governing the Existing 2028 Notes.
  • The 2028 Notes are expected to trade interchangeably with the Existing 2028 Notes immediately upon settlement and be fungible with the Existing 2028 Notes.
  • The 2028 Notes will mature on April 15, 2028, unless earlier repurchased or converted in accordance with their terms.

Pembina Pipeline Corporation Announces Closing of Acquisition of Enbridge’s Interest in Alliance/Aux Sable and Raises 2024 Guidance

Retrieved on: 
Monday, April 1, 2024
Energy, Transport, Logistics, Supply Chain Management, Oil, Gas, Indian stock exchange, Pembina Pipeline, PBA, PPL, Acquisition, Toronto Stock Exchange, TSX, Multimedia, Marketing, Subscription business model, Transaction

Pembina Pipeline Corporation ("Pembina" or the "Company") (TSX: PPL; NYSE: PBA) is pleased to announce that it has completed its previously announced acquisition of Enbridge’s interest in the Alliance, Aux Sable, and NRGreen joint ventures (the "Transaction").

Key Points: 
  • Pembina Pipeline Corporation ("Pembina" or the "Company") (TSX: PPL; NYSE: PBA) is pleased to announce that it has completed its previously announced acquisition of Enbridge’s interest in the Alliance, Aux Sable, and NRGreen joint ventures (the "Transaction").
  • View the full release here: https://www.businesswire.com/news/home/20240328714094/en/
    "We are excited to further enhance our business by increasing our ownership in Alliance and Aux Sable.
  • No further Dividend Equivalent Payment will be paid or is payable to holders of Subscription Receipts in connection with closing of the Transaction.
  • In conjunction with closing, Pembina has updated its 2024 adjusted EBITDA guidance range to $4.05 billion to $4.30 billion (previously $3.725 to $4.025 billion).

CFIUS Accepts Re-filed Notice for Proposed Sale of The Kinetic Group to CSG

Retrieved on: 
Thursday, March 28, 2024
Other Manufacturing, Other Sports, General Sports, Sports, Other Retail, Specialty, Manufacturing, Retail, Online Retail, CFIUS, Committee, Acquisition, Foreign investment, Kinetic Group, CSG, Transaction

Vista Outdoor Inc. (“Vista Outdoor”, “we”, “us” or “our”) (NYSE: VSTO) and Czechoslovak Group a.s. (“CSG”) announced today that they have voluntarily withdrawn and re-filed their joint voluntary notice to the Committee on Foreign Investment in the United States (“CFIUS”) to allow CFIUS additional time to conduct diligence on the proposed acquisition by CSG of Vista Outdoor’s The Kinetic Group business (the “Transaction”).

Key Points: 
  • Vista Outdoor Inc. (“Vista Outdoor”, “we”, “us” or “our”) (NYSE: VSTO) and Czechoslovak Group a.s. (“CSG”) announced today that they have voluntarily withdrawn and re-filed their joint voluntary notice to the Committee on Foreign Investment in the United States (“CFIUS”) to allow CFIUS additional time to conduct diligence on the proposed acquisition by CSG of Vista Outdoor’s The Kinetic Group business (the “Transaction”).
  • CFIUS’s acceptance of the re-filed joint voluntary notice has commenced a new review period.
  • As part of its review process, CFIUS can permit parties to voluntarily withdraw and re-file to enable a complete and thorough review by CFIUS.
  • We’re pleased CFIUS accepted our re-filed notice, which will allow the work to continue.

Tricon Shareholders Approve Proposed Take Private by Blackstone Real Estate

Retrieved on: 
Thursday, March 28, 2024
Residential Building & Real Estate, Commercial Building & Real Estate, Construction & Property, REIT, Indian stock exchange, Letter, Form 6-K, TCN, Minority, Proxy, Toronto Stock Exchange, Commercial, Meeting, TSX, Arrangement, Investment Canada Act, Transaction, Security (finance)

Tricon Residential Inc. (NYSE: TCN, TSX: TCN) (“Tricon” or the “Company”) is pleased to announce that at its special meeting (“Meeting”) of shareholders of the Company (“Company Shareholders”) held earlier today, Company Shareholders voted to approve the previously announced statutory plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”) pursuant to which Blackstone Real Estate Partners X, together with Blackstone Real Estate Income Trust, Inc. (and together with their respective affiliates, “Blackstone”) will acquire all of the outstanding common shares of Tricon (“Common Shares”) for US$11.25 per Common Share in cash (the “Transaction”).

Key Points: 
  • Tricon Residential Inc. (NYSE: TCN, TSX: TCN) (“Tricon” or the “Company”) is pleased to announce that at its special meeting (“Meeting”) of shareholders of the Company (“Company Shareholders”) held earlier today, Company Shareholders voted to approve the previously announced statutory plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”) pursuant to which Blackstone Real Estate Partners X, together with Blackstone Real Estate Income Trust, Inc. (and together with their respective affiliates, “Blackstone”) will acquire all of the outstanding common shares of Tricon (“Common Shares”) for US$11.25 per Common Share in cash (the “Transaction”).
  • Of the votes cast at the Meeting with respect to the Arrangement, a total of 208,391,666 Common Shares were voted in favour of the special resolution approving the Arrangement, representing approximately 99.3% of the votes cast by Company Shareholders.
  • The Company’s full report of voting results will be filed under the Company’s issuer profile at www.sedarplus.ca and on Form 6-K at https://www.sec.gov .
  • Tricon intends to seek a final order from the Ontario Superior Court of Justice (Commercial list) to approve the Arrangement on April 5, 2024 (the “Final Order”).

RTEC announces sale of interest in the Fort à la Corne Joint Venture to Star Diamond Corporation

Retrieved on: 
Tuesday, March 26, 2024
Mining, Minerals, Natural Resources, Diamond, System, Agreement, Falc, Early warning, News, Acquisition, National instrument, SDC, Fortification, Transaction, Related, Security (finance)

Rio Tinto Exploration Canada Inc. (“RTEC”) is pleased to announce that it has acquired 108,204,112 common shares in the capital of Star Diamond Corporation (“SDC”) in exchange for all of its interest in the Fort à la Corne joint venture (“FalC JV Interest”).

Key Points: 
  • Rio Tinto Exploration Canada Inc. (“RTEC”) is pleased to announce that it has acquired 108,204,112 common shares in the capital of Star Diamond Corporation (“SDC”) in exchange for all of its interest in the Fort à la Corne joint venture (“FalC JV Interest”).
  • As a result, RTEC currently owns or controls, in the aggregate, 119,315,222 common shares representing a 19.9% interest in SDC.
  • Prior to the Transaction, RTEC held 75% interest in the Fort à la Corne joint venture and 11,111,110 common shares of SDC.
  • Under the terms of the Agreement, RTEC sold all of its FalC JV Interest to SDC resulting in RTEC owning 19.9% of the issued and outstanding common shares of SDC on a non-diluted basis.

Berkshire Hathaway Specialty Insurance Appoints Chres Lee to Head of Transactional Liability in Canada

Retrieved on: 
Tuesday, March 26, 2024
Professional Services, Insurance, Finance, Health, Travel, Contingent liability, Plymouth Meeting, Pennsylvania, Head, Transaction, AM Best, National Indemnity Company, Standard, Berkshire Hathaway

Berkshire Hathaway Specialty Insurance (BHSI) today announced that it has expanded its global Transactional Liability team, welcoming Chres Lee as Head of Transactional Liability in Canada.

Key Points: 
  • Berkshire Hathaway Specialty Insurance (BHSI) today announced that it has expanded its global Transactional Liability team, welcoming Chres Lee as Head of Transactional Liability in Canada.
  • “With this latest appointment, we continue to strengthen our Transactional Liability team and capabilities around the globe,” said Michael Brooks, Head of Transactional Liability, North America.
  • Chres is based in Ontario and can be reached at [email protected]
    BHSI’s Transactional Liability team structures Representations & Warranties, Tax, Contingent Liability and Class Action Settlement Insurance for companies throughout North America and around the world.
  • Berkshire Hathaway Specialty Insurance ( www.bhspecialty.com ) provides commercial property, casualty, healthcare professional liability, executive and professional lines, transactional liability, surety, marine, travel, programs, accident and health, medical stop loss, homeowners, and multinational insurance.

Vista Outdoor Clears Key Milestone in Sale of The Kinetic Group to CSG and the Separation of Revelyst into a Standalone Public Company

Retrieved on: 
Friday, March 22, 2024
Other Manufacturing, Other Consumer, Sports, Hunting, Other Retail, Manufacturing, Fishing, Consumer, Retail, Outdoors, Kinetic, Vista Outdoor, CFIUS, Form, Carolina Christian College, Committee, Sale, Acquisition, Foreign investment, Kinetic Group, Plant, CSG, Special, Central Time, Transaction, British, Register

The announcement is a key achievement in Vista Outdoor’s strategic plan to unlock value by separating its Revelyst and The Kinetic Group segments into separate companies.

Key Points: 
  • The announcement is a key achievement in Vista Outdoor’s strategic plan to unlock value by separating its Revelyst and The Kinetic Group segments into separate companies.
  • “We are excited to reach this important milestone as we position The Kinetic Group and Revelyst for long-term success,” said Michael Callahan, Chairman of the Vista Outdoor Board of Directors.
  • “We believe the proposed sale provides is the best strategic alternative to maximize value for stockholders.
  • As we look ahead to Revelyst being a standalone company post-separation, our brand-led consumer obsessed and maker-fueled culture is coming into shape.

Pembina Pipeline Corporation Receives Canadian Competition Bureau Approval for the Proposed Acquisition of Enbridge’s Interest in Alliance/Aux Sable

Retrieved on: 
Tuesday, March 19, 2024
Oil, Gas, Energy, Multimedia, Pembina Pipeline, PBA, PPL, Acquisition, TSX, Commissioner, Competition Bureau, Transaction, Competition

Pembina Pipeline Corporation ("Pembina" or the "Company") (TSX: PPL; NYSE: PBA) is pleased to announce that it has received a "no-action letter" from the Canadian Competition Bureau confirming that the Commissioner of Competition does not intend to challenge the proposed acquisition by Pembina of Enbridge’s interest in the Alliance, Aux Sable, and NRGreen joint ventures (the "Transaction").

Key Points: 
  • Pembina Pipeline Corporation ("Pembina" or the "Company") (TSX: PPL; NYSE: PBA) is pleased to announce that it has received a "no-action letter" from the Canadian Competition Bureau confirming that the Commissioner of Competition does not intend to challenge the proposed acquisition by Pembina of Enbridge’s interest in the Alliance, Aux Sable, and NRGreen joint ventures (the "Transaction").
  • The receipt of the "no-action letter" satisfies the last material regulatory condition necessary for completion of the Transaction, which is expected to occur on April 1, 2024.
  • This press release features multimedia.
  • View the full release here: https://www.businesswire.com/news/home/20240319734451/en/

Turtle Beach Announces Transformational Acquisition of PDP and Intention to Launch Reverse Dutch Tender Auction

Retrieved on: 
Wednesday, March 13, 2024
Entertainment, Consumer Electronics, Technology, Audio, Video, Electronic Games, Hardware, Common stock, Senior, Tax, Growth, Turtle Beach Corporation, Webcast, Sale, Acquisition, Security (finance), Record, PDP, Adjustment, Tender offer, GAAP, Tender, Depreciation, Motorola, Dechert, Transaction, Jefferies Group, Hand, Engineering, Management

Bringing PDP’s leading gaming controller category to Turtle Beach will provide additional scale and create future development opportunities.

Key Points: 
  • Bringing PDP’s leading gaming controller category to Turtle Beach will provide additional scale and create future development opportunities.
  • Consideration for the Transaction consists of the issuance of 3.45 million shares of Turtle Beach's common stock and approximately $79.9 million in cash.
  • The acquisition of PDP adds significant financial benefits to Turtle Beach that, in conjunction with synergies realized, fundamentally transforms the financial profile of the Company.
  • Executive Management and the Board of Directors of Turtle Beach do not plan on participating in the tender offer.

Li-Cycle Announces $75 Million Strategic Investment from Glencore

Retrieved on: 
Tuesday, March 12, 2024
Other Manufacturing, Environment, Technology, Sustainability, Alternative Energy, Manufacturing, Green Technology, Energy, Batteries, Recycling, Exercise, Convertible, Sale, Bank statement, Investment, Marketing, Transaction, PIK, Audit committee, Committee, Partnership, Minority, LON, VWAP, Multilateral, Person, GC, Date, Annual report, 8-K, Hub, Nickel, Ontario Securities Commission, Cobalt, Redemption, Security (finance)

Ajay Kochhar, Li-Cycle co-founder and CEO, commented: “We are pleased to secure an additional $75 million investment from Glencore, following Glencore’s June 2022 investment, to improve our liquidity position while we continue our ongoing comprehensive review process.

Key Points: 
  • Ajay Kochhar, Li-Cycle co-founder and CEO, commented: “We are pleased to secure an additional $75 million investment from Glencore, following Glencore’s June 2022 investment, to improve our liquidity position while we continue our ongoing comprehensive review process.
  • The SC engaged Moelis & Company LLC, a leading global investment bank (“Moelis”), as its financial advisor and placement agent.
  • As part of the partnership, Glencore previously made a $200 million investment in Li-Cycle in June 2022 through the purchase of a convertible note (the “Existing Note”).
  • The Glencore investment will result in Glencore purchasing from the Company a senior secured convertible note in the aggregate principal amount of $75 million.