Merger

Search documents
Omnicom and Interpublic Announce Exchange Offers and Consent Solicitations
Prnewswire· 2025-08-11 12:30
Core Viewpoint - Omnicom Group Inc. is initiating Exchange Offers for existing IPG Notes as part of its pending acquisition of The Interpublic Group of Companies, with a total principal amount of up to $2,950,000,000 in new senior notes being offered [1][4]. Group 1: Exchange Offers - Omnicom is offering to exchange various series of Existing IPG Notes, including 4.650% Notes due 2028, 4.750% Notes due 2030, 2.400% Notes due 2031, 5.375% Notes due 2033, 3.375% Notes due 2041, and 5.400% Notes due 2048 [1][3]. - The Exchange Offers are conditioned upon the completion of the Merger and the receipt of Majority Noteholder Consents [2][14]. Group 2: Consent Solicitations - In conjunction with the Exchange Offers, Omnicom is soliciting consents from Eligible Holders to amend the indentures governing the Existing IPG Notes, aiming to eliminate certain covenants and events of default [2][14]. - A Majority Noteholder Consent is required for the adoption of the Proposed Amendments to each Existing IPG Indenture [2]. Group 3: Financial Details - Eligible Holders who tender their Existing IPG Notes by the Early Tender Date will receive a Total Exchange Consideration that includes an Early Tender Payment and Consent Payment [6][11]. - The New Omnicom Notes will have identical interest rates and maturity dates as the Existing IPG Notes, and will be general unsecured senior obligations of Omnicom [9][19]. Group 4: Settlement and Conditions - The settlement date for the Exchange Offers is expected to occur within two business days after the Expiration Date, which may be extended if the Merger is not completed by then [8][14]. - The completion of the Merger is subject to regulatory approvals and customary closing conditions, and is not contingent upon the completion of the Exchange Offers [14].
Star Equity Holdings, Inc. Declares a Partial Cash Dividend of $0.225 Per Share of 10% Series A Cumulative Perpetual Preferred Stock
GlobeNewswire News Room· 2025-08-08 21:15
Core Points - Star Equity Holdings, Inc. declared a partial cash dividend of $0.225 per share for its 10% Series A Cumulative Perpetual Preferred Stock, with a record date of August 21, 2025, and a payment date of September 10, 2025 [1] - A merger agreement has been established between Hudson Global, Inc. and Star Equity Holdings, where Star stockholders will receive 0.23 shares of Hudson common stock for each share of Star common stock and one share of Hudson 10.0% Series A Cumulative Perpetual Preferred Stock for each share of Star Preferred Stock [2] - The dividend will cover the period through August 21, 2025, with expectations for future dividends either from the company or from Hudson Preferred Stock post-merger [3] Company Overview - Star Equity Holdings, Inc. operates as a diversified holding company with three business divisions: Building Solutions, Energy Services, and Investments [4] Business Divisions - The Building Solutions division includes modular building manufacturing, structural wall panel and wood foundation manufacturing, and glue-laminated timber manufacturing [5] - The Energy Services division focuses on the rental, sale, and repair of downhole tools for various industries including oil and gas, geothermal, mining, and water-well [6] - The Investments division manages and finances the company's real estate assets and investment positions in both private and public companies [7]
Hudson Global Reports 2025 Second Quarter Results
Globenewswire· 2025-08-08 12:30
Core Insights - Hudson Global, Inc. reported financial results for the second quarter ended June 30, 2025, highlighting a modest increase in adjusted net revenue driven by improved business activity, particularly in the Asia Pacific region [1][3] - The company made strategic hires and completed two acquisitions, enhancing its capabilities and marking its entry into the Japanese market [3][4] - A merger agreement with Star Equity Holdings is expected to create significant value for shareholders through increased size and diversification of revenue streams [4] Financial Performance - For Q2 2025, total revenue was $35.5 million, a decrease of 0.5% from Q2 2024, while adjusted net revenue was $18.6 million, an increase of 5.8% [7][40] - The net loss for Q2 2025 was $0.7 million, or $0.23 per diluted share, compared to a net loss of $0.4 million, or $0.15 per diluted share, in Q2 2024 [7][43] - Adjusted EBITDA for Q2 2025 was $1.3 million, up from $0.7 million in the same period last year [7][34] Regional Highlights - In the Americas, revenue was $7.1 million, a 2% increase, while adjusted net revenue decreased by 1% to $6.3 million [5] - Asia Pacific revenue was $21.6 million, a 3% decrease, but adjusted net revenue increased by 17% to $8.8 million [8] - EMEA revenue increased by 6% to $6.8 million, while adjusted net revenue decreased by 9% to $3.5 million [9] Corporate Strategy - The company invested approximately $1.4 million in sales, marketing, and technology in the first half of 2025 to support future growth [3] - The growth strategy focuses on organic expansion, targeted acquisitions, and cross-regional service integration [3] - The company has a $5 million share repurchase program, with $2.1 million remaining [12] Liquidity and Capital Resources - As of June 30, 2025, the company had $17.5 million in cash, including $0.7 million in restricted cash [11] - Cash flow from operations was $0.1 million in Q2 2025, a significant improvement from an outflow of $4.3 million in Q2 2024 [11] NOL Carryforward - As of December 31, 2024, Hudson Global had $240 million of usable net operating losses (NOL) in the U.S., which the company considers a valuable asset [13]
MRC (MRC) - 2025 Q2 - Earnings Call Presentation
2025-08-06 13:30
Financial Performance - Q2 2025 - Revenue for Q2 2025 was $798 million, a 12% increase compared to Q1 2025[18] - Net income was $13 million, representing 1.6% of sales[18] - Adjusted EBITDA was $54 million, or 6.8% of sales[18] - Gross profit reached $151 million, which is 18.9% of sales[18] - Adjusted gross profit was $172 million, or 21.6% of sales[18] Segment Performance - Q2 2025 - PTI sector surged by 26%[18] - Gas Utilities sector rose by 10%[18] - DIET sector increased by 1%[18] - U S segment grew by 11%[18] - International segment improved by 16%[18] Balance Sheet & Cash Flow - Net debt leverage ratio stood at 2.2x[19] - Liquidity was $574 million, including $75 million in cash[19] - $46 million was used in operating cash during Q2, primarily due to inventory purchases and higher receivables[14] Merger with DNOW - A combination with DNOW was announced on June 26, 2025[11] - The combined pro forma revenue on a TTM (Trailing Twelve Months) basis is $53 billion[18] - Estimated annual cost synergies of $70 million are expected within 3 years of closing[18] - The anticipated closing is in Q4 2025[18]
NOW(DNOW) - 2025 Q2 - Earnings Call Presentation
2025-08-06 13:00
Financial Performance - DNOW Inc achieved revenue of $628 million in Q2 2025, a 5% sequential increase[14,15] - GAAP net income attributable to DNOW Inc was $25 million, with a diluted EPS of $0.23[17] - Non-GAAP net income attributable to DNOW Inc, excluding other costs, was $29 million, with a diluted EPS of $0.27[18,19] - EBITDA reached $51 million, representing 8.1% of revenue[20,21] - Gross margins were 22.9%, showing an increase year-over-year and compared to full-year 2024[21] Capital Allocation and Liquidity - $19 million in shares were repurchased during Q2 2025, with $27 million repurchased year-to-date, as part of a newly authorized $160 million share repurchase program[22,23,30] - The company maintains a strong balance sheet with $582 million in total liquidity and no debt[25] Segment Performance - United States revenue increased to $528 million, a 3% increase compared to Q2 2024[37,40] - Canada revenue decreased to $48 million, a 14% decrease compared to Q2 2024[38,40] - International revenue decreased to $52 million, a 20% decrease compared to Q2 2024[39,40] Strategic Initiatives - DNOW Inc announced a merger agreement with MRC Global, expected to increase scale and scope across diverse industries and global markets[31,57,60] - The company closed the Natron International acquisition in April 2025[31] Outlook - DNOW Inc expects Q3 2025 revenue to increase in the low single-digits percentage range sequentially and EBITDA approaching 8% of revenue[63] - The company reaffirms its full-year 2025 revenue outlook to be flat-to-up in the high single-digit percentage range compared to 2024, with EBITDA approaching 8% of revenue and free cash flow targeted at $150 million[63]
X @Bloomberg
Bloomberg· 2025-08-05 13:16
Mergers and Acquisitions - Presidio Investment Holdings LLC 将与特殊目的收购公司 EQV Ventures Acquisition Corp 合并 [1] - 合并后实体的估值约为 6.6 亿美元 [1] Oil and Gas Industry Focus - Presidio Investment Holdings LLC 是一家油气井效率公司 [1]
Skydance Media Announces Full Slate of Board Designees for Paramount
GlobeNewswire News Room· 2025-08-05 13:00
Future directors comprise world-renowned, accomplished leaders from media, technology, and global business LOS ANGELES, Aug. 05, 2025 (GLOBE NEWSWIRE) -- Skydance Media today announced the full slate of director designees for Paramount Skydance Corporation ("Paramount"). The directors will be elected and begin serving on the Paramount Board effective at the closing of the proposed merger with Paramount Global (NASDAQ: PARA, PARAA). The Paramount Board will consist of 10 directors, including three independen ...
Regional Health Properties, Inc. and SunLink Health Systems, Inc. Announce Receipt of Shareholder Approvals for Merger
GlobeNewswire News Room· 2025-08-04 21:30
Core Viewpoint - Regional Health Properties, Inc. and SunLink Health Systems, Inc. have announced the approval of their merger by shareholders, with Regional as the surviving entity, pending customary closing conditions [1]. Group 1: Merger Details - The merger was approved during special meetings held on August 4, 2025, by both Regional and SunLink shareholders [1]. - SunLink shareholders also provided non-binding advisory approval for the merger-related compensation proposal [1]. - The merger is governed by the Amended and Restated Agreement and Plan of Merger dated April 14, 2025 [1]. Group 2: Share Issuance - Regional shareholders approved the issuance of common stock and Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares in connection with the merger [2]. - Details regarding the Series D Preferred Stock were previously disclosed in Regional's filings with the SEC [2]. Group 3: Company Background - Regional Health Properties, Inc. is a self-managed healthcare real estate investment company focused on senior living and long-term care properties [3]. - SunLink Health Systems, Inc. operates subsidiaries including Carmichael's Cashway Pharmacy [4].
NV5 Stockholders Approve Proposed Merger with Acuren Corporation
GlobeNewswire News Room· 2025-07-31 15:34
Core Viewpoint - NV5 Global, Inc. has received approval from a majority of its stockholders for the proposed merger with Acuren Corporation, indicating strong support for the transaction [1][2]. Summary by Sections Merger Details - The merger agreement stipulates that NV5 stockholders will receive approximately $23.00 per share, which includes $10.00 in cash and $13.00 in Acuren common stock, subject to a 10% collar feature [2]. - Upon completion of the merger, pre-merger NV5 stockholders are expected to own about 40% of the combined company's common stock, while pre-merger Acuren stockholders are expected to own approximately 60% [2]. - The transaction is anticipated to close promptly in August 2025, pending customary closing conditions [2]. Regulatory Filings - NV5 has filed a definitive joint proxy statement/prospectus with the SEC on July 2, 2025, which was supplemented on July 21 [3].