Tender Offer

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Unisys Announces Proposed $700 Million Private Offering of Senior Secured Notes; Net Proceeds to Refinance Existing Notes and Partially Fund U.S. Pension Plan
Prnewswire· 2025-06-11 13:20
Core Viewpoint - Unisys Corporation plans to offer $700 million in Senior Secured Notes and simultaneously initiate a cash tender offer for its existing $485 million Senior Secured Notes, aiming to improve its financial structure and address long-term liabilities [1][2]. Group 1: Offering Details - The offering of Senior Secured Notes will be conducted through a private offering to qualified institutional buyers and certain persons outside the U.S. under the Securities Act [1]. - The company intends to use the net proceeds from the offering, along with cash on hand, to finance the Tender Offer and related expenses, redeem remaining Existing Notes, fund pension deficits, and for general corporate purposes [2]. Group 2: Tender Offer and Consent Solicitation - The Tender Offer includes soliciting consents to amend the existing indenture of the Existing Notes, aiming to eliminate restrictive covenants and certain events of default [1]. - The Tender Offer and Consent Solicitation are contingent upon the successful completion of the Senior Secured Notes offering and other customary conditions [5]. Group 3: Security and Guarantees - The Senior Secured Notes will be guaranteed by material domestic subsidiaries of Unisys and secured by liens on substantially all assets of Unisys and its subsidiary guarantors [3]. - The guarantees will include a pledge of 100% of the capital stock of each first-tier domestic and foreign subsidiary [3]. Group 4: Regulatory Considerations - The Senior Secured Notes have not been registered under the Securities Act and cannot be offered or sold in the U.S. without registration or an applicable exemption [4].
Lido Merger Sub, Inc. Announces Extension of Expiration Date of Tender Offer and Consent Solicitation for 8.875% Senior Notes due 2029 of Landsea Homes Corporation
GlobeNewswire News Room· 2025-06-09 23:30
Core Points - The Company announced an extension of the Expiration Date for its cash tender offer to purchase Landsea Homes' outstanding 8.875% Senior Notes due 2029 and to solicit consents from holders of the Notes [1][2] Group 1: Tender Offer Details - The Expiration Date has been extended from June 11, 2025, to June 23, 2025, unless further extended or terminated [2] - As of the current date, the Company received tenders and consents from holders amounting to $293,848,000, which is approximately 97.95% of the total outstanding principal amount of the Notes [3] - The consideration payable for the Notes includes $994.38 for each $1,000 in principal amount, with an Early Participation Premium of $50, leading to a total consideration of $1,044.38 for those who tendered by the Early Tender Date [3][4] Group 2: Conditions and Amendments - The consummation of the Tender Offer is subject to certain conditions, including the completion of a Merger and a financing condition [7] - The Company intends to extend the Expiration Date until the closing of the Merger, and it reserves the right to waive any conditions to the Tender Offer [7] - A supplemental indenture was entered into on May 29, 2025, to effect proposed amendments, which will only become operative if a majority of the Notes are accepted for purchase [7][8]
Lido Merger Sub, Inc. Announces Completion of Consent Solicitation for 8.875% Senior Notes due 2029 of Landsea Homes Corporation
GlobeNewswire News Room· 2025-05-29 22:41
Core Viewpoint - Lido Merger Sub, Inc. has successfully received tenders and consents for approximately 97.95% of Landsea Homes Corporation's outstanding 8.875% Senior Notes due 2029 as part of a cash tender offer and consent solicitation [1] Group 1: Tender Offer Details - The Company received tenders and consents amounting to $293,848,000 in aggregate principal of the Notes by the deadline [1] - The total consideration for the Notes is $1,044.38 per $1,000 in principal amount, which includes a $50 Early Participation Premium [3] - Holders whose Notes are accepted will also receive accrued and unpaid interest up to the settlement date [5] Group 2: Proposed Amendments - A supplemental indenture was executed to eliminate the "Change of Control Offer" requirement and most restrictive covenants related to the Notes [2] - The Proposed Amendments will only take effect if a majority of the Notes are accepted for purchase [2] Group 3: Conditions and Timeline - The consummation of the Tender Offer is contingent upon the successful completion of the Merger and certain financing conditions [7] - The Merger is expected to close early in the third quarter of 2025, with the Expiration Date of the Tender Offer likely extended until then [7][8] - The Company reserves the right to waive any conditions related to the Tender Offer [7]
Lido Merger Sub, Inc. Announces Commencement of Tender Offer and Consent Solicitation for 8.875% Senior Notes due 2029 of Landsea Homes Corporation
GlobeNewswire News Room· 2025-05-13 12:01
Core Viewpoint - Lido Merger Sub, Inc. has initiated a cash tender offer to purchase all outstanding 8.875% Senior Notes due 2029 of Landsea Homes Corporation, contingent upon the completion of the merger agreement dated May 12, 2025 [1][9]. Tender Offer and Consent Solicitation - The Tender Offer will expire on June 11, 2025, unless extended or terminated earlier [3]. - Holders who tender their Notes by May 27, 2025, will receive $1,040 per $1,000 in principal amount, which includes a $50 early participation premium [3][4]. - After the Early Tender Date, holders will receive $990 per $1,000 in principal amount [3][4]. - The total amount for the Tender Offer is $300 million for the 8.875% Senior Notes due 2029 [4]. Purpose of Consent Solicitation - The Consent Solicitation aims to eliminate the requirement for a "Change of Control Offer" and to remove restrictive covenants and certain events of default in the indenture governing the Notes [7]. - Holders must tender their Notes to deliver their consents, and vice versa [8]. Conditions for Completion - The consummation of the Tender Offer is subject to certain conditions, including the completion of the merger and a financing condition [9]. - The merger is expected to close early in the third quarter of 2025, with the possibility of extending the Expiration Date until the merger closes [9]. - If requisite consents are not obtained, a "Change of Control Offer" will be initiated to repurchase the Notes [9].