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Unisys Announces Cash Tender Offer and Consent Solicitation for Any and All of Its Outstanding 6.875% Senior Secured Notes Due 2027
Prnewswire· 2025-06-11 13:25
Core Viewpoint - Unisys Corporation has initiated a tender offer to purchase its outstanding 6.875% Senior Secured Notes due 2027, along with a consent solicitation for proposed amendments to the indenture governing these notes [1][2]. Group 1: Tender Offer Details - The tender offer aims to buy back all outstanding notes for cash, with a total principal amount of $485 million [5]. - The consideration for the notes is set at $976.25 per $1,000 principal amount, with an early tender premium of $30, bringing the total consideration to $1,006.25 for early tenders [5][6]. - The tender offer and consent solicitation will expire on July 11, 2025, with an early tender expiration date of June 25, 2025 [7][8]. Group 2: Financing Transaction - The company plans to concurrently amend its asset-based revolving credit facility and issue up to $700 million of Senior Secured Notes due 2031, subject to market conditions [3]. - Proceeds from this financing transaction, along with cash on hand, will be used to pay for the tendered notes and related expenses [3][10]. Group 3: Consent Solicitation - The company is soliciting consents to eliminate restrictive covenants and certain events of default related to the notes, which requires a majority of holders to approve [2][11]. - Holders must tender their notes to deliver their consents, and the proposed amendments will not take effect until all validly tendered notes are purchased [9][11]. Group 4: Conditions and Amendments - The consummation of the tender offer is contingent upon the completion of the financing transaction and other specified conditions [10]. - The company reserves the right to extend or amend the tender offer and consent solicitation at its discretion [10][12].
Aja Health and Wellness Inc. Provides Update on Delay in Filing Financial Statements
Globenewswire· 2025-06-10 22:10
Core Viewpoint - Aja Health and Wellness Inc. is nearing the completion of its annual audited financial statements for the year ending December 31, 2024, following a delay caused by the need for a valuation related to a reverse takeover transaction [2][3]. Group 1: Financial Filing Updates - The Alberta Securities Commission issued a management cease trade order (MCTO) on May 6, 2025, due to Aja's inability to file the Required Annual Filings by the April 30, 2025 deadline [2][4]. - Aja has retained a valuator to complete the necessary valuation for the financial statements, which is expected to be completed by July 4, 2025, with the Required Annual Filings anticipated to be submitted by July 31, 2025 [3]. - The MCTO will remain in effect until two full business days after the Required Annual Filings are filed, restricting trading by executive officers but allowing regular trading by other investors [4]. Group 2: Interim Financial Statements - Due to the delay in filing the Required Annual Filings, Aja was also unable to file its unaudited interim financial statements for the three months ended March 31, 2025, by the May 30, 2025 deadline [6]. - Aja is working to complete the Interim Filings and expects to file them concurrently with the Required Annual Filings [6].
Oddity Finance LLC Announces Upsize and Pricing of $525 Million Offering of 0% Exchangeable Senior Notes Due 2030
Globenewswire· 2025-06-10 11:18
Core Viewpoint - Oddity Finance LLC, a subsidiary of ODDITY Tech Ltd, is pricing $525 million of 0% exchangeable senior notes due 2030, increasing from a previously announced offering size of $350 million [1][2] Group 1: Offering Details - The offering is expected to close on June 12, 2025, and will result in approximately $510.6 million in net proceeds after deducting initial purchasers' discounts [1] - The Issuer has granted initial purchasers an option to purchase an additional $75 million of notes within a 13-day period [1] - The notes will be senior, unsecured obligations and will not bear regular interest, maturing on June 15, 2030 [3] Group 2: Use of Proceeds - Net proceeds will be used for general corporate purposes, with no immediate plans for material acquisitions, but potential for strategic M&A in the future [2] - Approximately $55.3 million of the net proceeds will be allocated to capped call transactions [2] Group 3: Capped Call Transactions - Capped call transactions are designed to reduce potential dilution of ODDITY's Class A ordinary shares upon exchange of the notes [4] - The initial cap price for these transactions is set at $138.92 per share, representing a 100% premium over the last reported sale price [5] Group 4: Exchange and Redemption Terms - The notes are exchangeable at an initial rate of 10.8655 Class A ordinary shares per $1,000 principal amount, with an exchange price of approximately $92.03 per share, reflecting a 32.5% premium [9] - The Issuer may redeem the notes starting June 20, 2028, under specific conditions related to the stock price [10] Group 5: Company Overview - ODDITY is a consumer tech company focused on disrupting the beauty and wellness industries through digital-first brands, serving approximately 60 million users [16]
Xometry Announces Pricing of $225 Million Offering of Convertible Senior Notes
Globenewswire· 2025-06-10 06:00
Core Viewpoint - Xometry, Inc. has announced the pricing of $225 million in 0.75% Convertible Senior Notes due 2030, aimed at qualified institutional buyers, with expected net proceeds of approximately $217 million for various corporate purposes [1][4]. Group 1: Offering Details - The offering includes an option for initial purchasers to buy an additional $25 million in Notes within 13 days of issuance [2] - The Notes will accrue interest at a rate of 0.75% per year, payable semiannually, and will mature on June 15, 2030 [3] - The initial conversion rate is set at 21.2495 shares of Class A common stock per $1,000 principal amount of Notes, equating to a conversion price of approximately $47.06 per share, representing a 30% premium over the last reported sale price [5] Group 2: Use of Proceeds - Xometry plans to use the net proceeds to cover the cost of capped call transactions ($15.7 million), repurchase approximately $8 million of its Class A common stock, and repurchase about $201.7 million of its outstanding 1.00% Convertible Senior Notes due 2027 [4] - Additional proceeds, if the option is exercised, may be used for further capped call transactions, working capital, and potential acquisitions or strategic investments [4] Group 3: Redemption and Conversion Terms - The Notes cannot be redeemed before June 20, 2028, and can be redeemed under specific conditions related to the stock price [6] - In the event of a "fundamental change," noteholders may require Xometry to repurchase their Notes at 100% of the principal amount plus accrued interest [7] - The conversion rate may be adjusted in certain corporate events or upon redemption [8] Group 4: Capped Call Transactions - Xometry has entered into capped call transactions to mitigate potential dilution from the conversion of the Notes, with an initial cap price of $63.35, a 75% premium over the last reported sale price [9][10] - The capped call transactions are expected to reduce cash payments required upon conversion and are subject to customary adjustments [9] Group 5: Market Impact - The initial purchasers may engage in derivative transactions and stock purchases that could influence the market price of Xometry's Class A common stock and the Notes [11][12] - Concurrently with the offering, Xometry repurchased approximately $8 million of its Class A common stock, which may affect the market price [13] - Xometry also repurchased approximately $216.7 million of its 2027 notes, which could lead to further market activity affecting stock prices [14][15] Group 6: Regulatory Information - The Notes are offered only to qualified institutional buyers under Rule 144A and are not registered under the Securities Act [16] - This offering does not constitute an offer to sell or a solicitation of an offer to buy any securities [17] Group 7: Company Overview - Xometry operates an AI-powered marketplace that connects buyers with suppliers of manufacturing services, aiming to digitize the manufacturing industry [19]
CRACKER BARREL ANNOUNCES PROPOSED PRIVATE OFFERING OF CONVERTIBLE SENIOR NOTES DUE 2030
Prnewswire· 2025-06-09 20:06
Core Viewpoint - Cracker Barrel Old Country Store, Inc. plans to offer $275 million in convertible senior notes due 2030, with an option for initial purchasers to buy an additional $41.25 million, subject to market conditions [1][2]. Group 1: Offering Details - The notes will be senior, unsecured obligations, accruing interest payable semi-annually starting March 15, 2026, and maturing on September 15, 2030 [2]. - Noteholders can convert their notes under certain conditions, with conversions settled in cash and/or shares of common stock at the company's discretion [2]. - The notes are redeemable at the company's option starting September 15, 2028, if specific stock price conditions are met [2]. Group 2: Use of Proceeds - A portion of the net proceeds will be used for capped call transactions, with remaining funds allocated for general corporate purposes, including the repayment of existing debt [3]. Group 3: Capped Call Transactions - Cracker Barrel will enter into capped call transactions to mitigate potential dilution from note conversions, with additional transactions expected if the option to purchase more notes is exercised [4]. - The initial hedging activities related to these transactions may influence the market price of Cracker Barrel's common stock [5]. Group 4: Existing Debt Management - The company may unwind existing convertible note hedge and warrant transactions if it repurchases any of its 2026 convertible notes with proceeds from the new offering [6][7].
Xometry Announces Proposed $225 Million Offering of Convertible Senior Notes
Globenewswire· 2025-06-09 20:05
Core Viewpoint - Xometry, Inc. plans to offer $225 million in Convertible Senior Notes due 2030, with an option for an additional $25 million, to qualified institutional buyers, aiming to enhance its financial flexibility and support various corporate activities [1][3]. Group 1: Offering Details - The offering consists of $225 million in Convertible Senior Notes, with a potential additional $25 million, aimed at qualified institutional buyers under Rule 144A [1]. - The Notes will be unsecured obligations of Xometry, accruing interest payable semiannually, with conversion options including cash, shares, or a combination [2]. - The interest rate and conversion terms will be determined at the time of pricing [2]. Group 2: Use of Proceeds - Xometry intends to use the net proceeds for capped call transactions, repurchasing up to $25 million of its Class A common stock, and repurchasing a portion of its outstanding 1.00% Convertible Senior Notes due 2027 [3][9]. - Additional proceeds from the offering may be allocated for working capital, strategic investments, or further repurchases of the 2027 notes, although no specific agreements are in place for acquisitions at this time [3]. Group 3: Capped Call Transactions - Xometry plans to enter capped call transactions to mitigate potential dilution from the conversion of the Notes, which will cover the shares underlying the Notes [4]. - These transactions are expected to reduce cash payments required upon conversion and are subject to customary adjustments [4]. Group 4: Market Impact - The initial purchasers may engage in derivative transactions or purchase shares of Xometry's Class A common stock, potentially influencing the market price of the stock and the Notes [5][6]. - Activities by hedged holders of the 2027 notes may also affect the market price of Xometry's Class A common stock, impacting the effective conversion price of the Notes [9].
Warner Bros. Discovery announces major corporate restructuring to separate streaming from cable
Fox Business· 2025-06-09 15:36
Group 1 - Warner Bros. Discovery (WBD) will split into two companies, separating its studios and streaming business from its cable TV networks to enhance competitiveness in the streaming market [1][5] - CEO David Zaslav will lead the streaming and studios business post-split, while CFO Gunnar Wiedenfels will oversee the global networks unit, aiming for sharper focus and strategic flexibility [2] - The split is structured as a tax-free transaction expected to be completed by mid-2026, with WBD shares rising by 8% during morning trading [5] Group 2 - The corporate split follows the 2022 merger of WarnerMedia and Discovery and aligns WBD with Comcast's strategy of spinning off cable TV networks [5][6] - WBD has initiated tender offers to restructure its existing debt, supported by a $17.5 billion bridge facility from JPMorgan, with plans to refinance before the separation [9] - The global networks division will retain up to a 20% stake in the streaming and studios business, which it intends to monetize to further reduce debt [9]
Vireo Growth Inc. Announces Closing of Proper Brands Acquisition in Missouri
Globenewswire· 2025-06-05 20:30
MINNEAPOLIS , June 05, 2025 (GLOBE NEWSWIRE) -- Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF), today announced that it has closed its previously-announced transaction to acquire Missouri-based Proper Brands (“Proper”) through the acquisition of NGH Investments, Inc. and Proper Holdings Management, Inc., subsidiaries of Proper Holdings, LLC, a management company providing services to Proper’s portfolio of 11 retail dispensaries in Missouri. Proper was founded in 2022 and is currently ...
5 Financial Transaction Stocks to Watch Amid a Booming Digital Era
ZACKS· 2025-06-05 15:16
The Financial Transaction Services industry is expected to benefit from rapid digital transformation, rising adoption of contactless and cross-border payments, resilient consumer spending and strategic growth through mergers and acquisitions (M&A). Advancements in technologies like BNPL, biometrics and cryptocurrency are expanding market reach and boosting revenues. Continued technology investments and expected rate cuts support long-term growth and innovation across the sector. However, challenges such as ...
Visa's Global Transactions Engine is Roaring: Sustainable or Not?
ZACKS· 2025-06-05 14:01
Core Insights - Visa Inc. is experiencing significant growth driven by a resurgence in international travel and consumer spending, with cross-border transaction volumes showing a notable increase [1][8] Financial Performance - In the second quarter of fiscal 2025, Visa reported a 13% year-over-year increase in cross-border volume, reflecting strong global travel demand [8] - International transaction revenues rose by 18.6% in 2023, 8.8% in 2024, and 12.1% in the first half of fiscal 2025, with expectations for nearly 12% growth in fiscal 2025 [2] - International transactions now represent 50.5% of Visa's total payment volume, highlighting their importance as a high-margin component of the business [3][8] Regional Performance - Growth in payment volumes was observed in various regions: CEMEA (14.2%), Europe (9.6%), and Latin America (6.1%) during the first half of fiscal 2025 [3] - However, the Asia Pacific region experienced a decline of 1.2% in the same period, following previous declines in fiscal 2024 and 2023 [3] Competitive Landscape - Other companies like Mastercard and American Express are also benefiting from similar trends, with Mastercard reporting a 15% year-over-year increase in cross-border volumes and American Express showing 13% growth in international card services [5][6] - Mastercard's broader acceptance in Asia and value-added services provide it with a competitive edge, while American Express's focus on affluent U.S. consumers limits its global exposure [6] Stock Performance and Valuation - Visa's shares have increased by 16.4% year-to-date, outperforming the industry growth of 6.6% [7] - The company is trading at a forward price-to-earnings ratio of 29.87X, above its five-year median of 26.92X and the industry average of 23.38X [9] Earnings Estimates - The Zacks Consensus Estimate for Visa's fiscal 2025 earnings indicates a 12.9% increase from the previous year, with 11 upward revisions in the past 60 days [10]