Consent solicitation
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Bombardier Announces Successful Completion of Consent Solicitation with Respect to its 7.450% Notes due 2034
Globenewswire· 2026-03-23 11:30
Core Viewpoint - Bombardier Inc. has successfully received the necessary consents from holders of its 7.450% Notes due 2034 to amend the indenture governing these notes, allowing the proposed amendment to take effect [1][3]. Group 1: Consent Solicitation Details - Bombardier initiated a consent solicitation for the holders of the US Notes to adopt a proposed amendment to the indenture dated April 21, 2004, as supplemented by a first supplemental indenture dated May 20, 2021 [2]. - The consent deadline for the US Notes was set for March 20, 2026, requiring consents from holders representing a majority of the outstanding aggregate principal amount [3]. - As of the consent deadline, holders representing more than the majority of the outstanding aggregate principal amount of the US Notes delivered their consents, leading to the execution of the Supplemental Indenture [3]. Group 2: Consent Payment Information - Bombardier plans to make a consent payment of US$2.50 per US$1,000 principal amount of US Notes on March 25, 2026, to those holders who validly delivered their consent by the deadline [4]. - Holders who did not validly deliver or revoked their consent prior to the deadline will not be eligible for the consent payment [4]. Group 3: Ongoing Consent Solicitation - The announcement clarifies that the consent solicitation for Bombardier's 7.35% Debentures due 2026 is ongoing, with a separate consent deadline of March 27, 2026 [6].
CEA Industries Confirms Receipt of Letter Requesting Board Set a Record Date in Connection with YZi Labs' Consent Solicitation
Globenewswire· 2026-03-13 23:30
Core Viewpoint - CEA Industries Inc. is facing a consent solicitation from YZILabs Management Ltd. to add up to seven directors to its Board, which could lead to a transfer of control to YZILabs, raising concerns about the interests of existing stockholders [2][3][5]. Group 1: Consent Solicitation Details - YZILabs has submitted a Request Letter to the Board to set a record date for its consent solicitation process [2][4]. - The Request Letter is a necessary step for YZILabs to potentially gain control of the Board, which currently has six directors [3][4]. - The Board is reviewing the Request Letter to ensure compliance with the Company's bylaws before announcing a record date for stockholders eligible to vote [7]. Group 2: Implications of Control Transfer - If YZILabs gains control, it could lead to decisions that may not align with the best interests of existing stockholders, such as purchasing BNB at inflated prices from close associates of Changpeng Zhao [5][6]. - The Board emphasizes the importance of independent oversight and is committed to evaluating YZILabs' director nominees based on their potential contributions to the Board's existing skills and expertise [6][8]. Group 3: Company Background - CEA Industries Inc. is a growth-oriented company focused on building leading businesses in consumer markets, including managing the world's largest corporate treasury of BNB [9].
AMC Networks Announces Any and All Exchange Offer and Consent Solicitation for its 10.25% Senior Secured Notes due 2029
Globenewswire· 2026-02-23 22:00
Core Viewpoint - AMC Networks Inc. has initiated an exchange offer for its outstanding 10.25% Senior Secured Notes due 2029, allowing eligible holders to exchange these for newly issued 10.50% Senior Secured Notes due 2032, as detailed in the Offering Memorandum dated February 23, 2026 [1]. Exchange Offer Details - The total consideration for the exchange is set at $1,065 for each $1,000 principal amount of Old Notes validly tendered, with an exchange consideration of $1,015 for those tendered after the early tender time [2]. - The exchange offer will expire on March 23, 2026, with an early tender time set for March 6, 2026, where holders can receive the total consideration including an early tender premium of $50 [4][3]. - The company may opt for early settlement of the exchange offer, expected to occur on or after March 13, 2026, if conditions are met [5]. Consent Solicitation - Concurrently, the company is soliciting consents to amend the indenture governing the Old Notes, allowing for restricted payments up to $50 million [8]. - Holders can deliver consents either by tendering Old Notes or through a consent-only option, with a requirement for a majority consent from holders of the Old Notes [9]. New Notes Characteristics - The New Notes will mature on July 15, 2032, with an interest rate of 10.50% per annum, accruing from January 15, 2026, and payable semi-annually [13]. - The New Notes will be a further issuance of the previously issued 10.50% Senior Secured Notes due 2032, expected to be fungible with the original notes [12]. Eligibility and Distribution - The exchange offer is exclusively available to "Eligible Holders," defined as qualified institutional buyers or non-U.S. persons purchasing in offshore transactions [15][21]. - J.P. Morgan Securities LLC is acting as the lead dealer manager for the exchange offer, with several co-dealer managers assisting [17].
AMC Networks Announces Consent Solicitation to Amend its Senior Secured Notes due 2032
Globenewswire· 2026-02-12 12:30
Core Viewpoint - AMC Networks Inc. is soliciting consents from holders of its existing 10.50% Senior Secured Notes due 2032 to amend certain covenants in the indenture governing the Notes, allowing for specific financial maneuvers and investments [1][2]. Group 1: Proposed Amendments - The proposed amendments include allowing buybacks and other acquisitions of equity interests up to $50 million [1]. - The revision of the covenant regarding transfers or licenses of certain trademarks will only permit non-exclusive licenses to unrestricted subsidiaries [1]. - Investments in unrestricted subsidiaries will be restricted to certain specified clauses in the definition of "Permitted Investments" [1]. Group 2: Consent Solicitation Details - The consent solicitation will expire on February 23, 2026, at 5:00 p.m. New York City time [3]. - To approve the proposed amendments, the company needs the consents of at least a majority of the outstanding Notes, excluding those owned by the company or its affiliates [3][4]. - A cash payment, termed the "Consent Fee," totaling $2 million will be allocated pro rata among consenting holders of the Notes [5]. Group 3: Financial Implications - The aggregate principal amount of the outstanding Notes is $400 million, which means the Consent Fee could range from $5.00 to $10.00 per $1,000 principal amount depending on the number of valid consents received [5].
Beyond Meat Announces Final Tender Results and Final Settlement for Exchange Offer and Consent Solicitation with Respect to Existing Convertible Notes
Globenewswire· 2025-10-29 11:00
Core Viewpoint - Beyond Meat has successfully completed an exchange offer for its existing 0% Convertible Senior Notes due 2027, allowing holders to exchange these notes for new 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 and shares of common stock, significantly reducing its outstanding debt and enhancing its capital structure [1][2][4]. Group 1: Exchange Offer Details - The exchange offer included up to $202.5 million in new convertible notes and up to 326,190,370 shares of common stock [1]. - As of the Early Tender Date on October 10, 2025, $1,114,603,000 in existing convertible notes were validly tendered [2]. - An additional $2,738,000 in existing convertible notes were tendered between the Early Tender Date and the Expiration Deadline on October 28, 2025 [3]. Group 2: Settlement Information - Early settlement occurred on October 15, 2025, with $208,717,000 in new convertible notes and 316,150,176 new shares issued [4]. - Following the final settlement on October 30, 2025, a total of $209,176,000 in new convertible notes and 316,926,786 new shares will have been issued [4]. - The total amount of tendered notes represents 97.16% of the outstanding principal amount of existing convertible notes, leaving $32,659,000 remaining [4]. Group 3: Eligibility and Regulatory Information - The new convertible notes and shares are offered only to "qualified institutional buyers" and "accredited investors" who own a minimum of $200,000 in existing convertible notes [5]. - The new convertible notes and shares have not been registered under the Securities Act of 1933, and the offer is not a solicitation to buy or sell any securities [6]. Group 4: Company Overview - Beyond Meat is a leading plant-based meat company focused on providing products made from simple ingredients without GMOs, hormones, or antibiotics [7]. - The company aims to replicate the taste and texture of animal-based meat while promoting health and environmental sustainability [7].
Ålandsbanken Abp announces results of the consent solicitation process for its up to SEK 150,000,000 Tier 2 Notes due December 2041 and up to SEK 200,000,000 Tier 2 Notes due March 2043
Globenewswire· 2025-09-29 08:15
Core Viewpoint - Ålandsbanken Abp successfully completed a consent solicitation process to amend the terms of its Tier 2 Notes, with 100% approval from noteholders for the proposed changes [4][5]. Group 1: Consent Solicitation Process - Ålandsbanken announced a consent solicitation for its outstanding SEK 200,000,000 Floating Rate Callable Tier 2 Notes due March 2043 and SEK 150,000,000 Green Floating Rate Tier 2 Notes due December 2041 [3]. - The consent solicitation aimed to remove the write-down mechanisms from the terms and conditions of the Notes [4]. - The Proposal was approved by 100% of the votes cast by holders of both the 2041 and 2043 Notes [4]. Group 2: Financial Details - Noteholders who voted by the Early Deadline will receive a consent fee of 0.10% of the aggregate nominal amount of the Notes they voted for, with payments to be made by October 7, 2025 [5]. - The Proposal is deemed approved as of September 29, 2025, in accordance with the Notices of Procedure in Writing [5]. Group 3: Involvement of Third Parties - Nordea Bank Abp acted as the solicitation agent and tabulation agent for the Procedures in Writing [6]. - Nordic Trustee & Agency AB (publ) served as the verifier of the results of the Procedures in Writing [6].
Ålandsbanken Abp announces a consent solicitation for its up to SEK 150,000,000 Tier 2 Notes due December 2041 and up to SEK 200,000,000 Tier 2 Notes due March 2043 and initiates procedures in writing
Globenewswire· 2025-09-18 09:30
Core Viewpoint - Ålandsbanken Abp is initiating a consent solicitation process for its outstanding Floating Rate Callable Tier 2 Notes, aiming to amend the terms by removing write-down mechanisms to align with regulatory changes [2][3]. Group 1: Consent Solicitation Details - Ålandsbanken is soliciting consent for up to SEK 200,000,000 of 2043 Notes and SEK 150,000,000 of 2041 Notes under its Medium Term Note Programme [2]. - The consent solicitation process allows noteholders to vote for or against the Proposal to amend the terms and conditions of the Notes [3]. - Nordea Bank Abp is acting as the solicitation and tabulation agent for the consent solicitation process [3]. Group 2: Voting and Compensation - Noteholders who vote by the Early Deadline of 26 September 2025 will receive a Consent Fee of 0.10% of the aggregate nominal amount of the Notes voted for [4]. - The payment of the Consent Fee is contingent upon the Proposal being approved by the requisite majority of noteholders [5]. - To participate, noteholders must be registered on a securities account with Euroclear Sweden AB by the Record Date of 25 September 2025 [7]. Group 3: Procedures and Deadlines - Voting forms must be submitted by email to the Solicitation and Tabulation Agent by the Final Voting Deadline of 2 October 2025 [7]. - Results of the Procedures in Writing are expected to be announced on 2 October 2025 [7]. - Detailed terms and conditions of the consent solicitation will be available to noteholders through Nordea [8].
Rocket Companies Announces Cash Tender Offers and Consent Solicitations for Any and All of Nationstar Mortgage Holdings Inc.'s 5.125% Senior Notes Due 2030 and 5.750% Senior Notes Due 2031
Prnewswire· 2025-08-04 14:21
Core Viewpoint - Rocket Companies, Inc. is initiating tender offers to acquire outstanding senior notes from Nationstar Mortgage Holdings Inc. as part of its acquisition of Mr. Cooper Group Inc. [1][2] Tender Offers - The company is offering to purchase 5.125% Senior Notes due 2030 and 5.750% Senior Notes due 2031, with aggregate principal amounts of US$650 million and US$600 million respectively [3][4] - The tender offer consideration for both notes is set at $962.50 per $1,000 principal amount, with an early tender payment of $50, bringing the total tender offer consideration to $1,012.50 for early tenders [3][4] Consent Solicitations - The company is soliciting consents to amend the indentures governing the notes, which includes eliminating the "Change of Control" offer requirement and most restrictive covenants [2][9] - A majority of the aggregate principal amount of the notes must provide consent for the proposed amendments to be adopted [9] Timeline and Conditions - The tender offers and consent solicitations will expire on September 2, 2025, with an early tender deadline of August 15, 2025 [7][11] - The consummation of the tender offers is contingent upon receiving the requisite consents and the successful completion of the acquisition of Mr. Cooper [10]
Edward Smolyansky Provides Update on Consent Solicitation to Restore Board Accountability at Lifeway Foods (NASDAQ: LWAY) and End Shareholder Disenfranchisement
Prnewswire· 2025-07-29 13:00
Core Viewpoint - Lifeway Foods' Board, led by CEO Julie Smolyansky, is accused of disenfranchising shareholders and failing to provide a credible plan for shareholder value, particularly after rejecting Danone's acquisition offer which represented a 72% premium over the three-month volume-weighted average price [1][4]. Group 1: Shareholder Concerns - Edward and Ludmila Smolyansky, who control approximately 26% of Lifeway's shares, initiated a consent solicitation process to replace the current Board due to its perceived failure to act in the best interests of shareholders [1][9]. - The Board's actions, including the rejection of Danone's offer and the delay of the 2025 annual meeting, have raised concerns about accountability and transparency [2][6]. Group 2: Board's Defense Maneuvers - Lifeway's Board has employed various defense strategies, such as adopting a poison pill and refusing to establish an independent committee to evaluate Danone's offers, which are seen as attempts to undermine shareholder rights [6]. - The Lead Independent Director, Jason Scher, sold most of his shares, raising questions about the Board's commitment to shareholder value, especially in light of the rejected offer [2][6]. Group 3: Call to Action - The Smolyanskys encourage shareholders to participate in the consent solicitation process to hold the Board accountable and to consider the value-maximizing offer from Danone [4][5]. - Shareholders are urged to submit their consent as soon as possible to support the proposed changes in leadership [5][7].