Exchange Offers
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DuPont Announces Final Results of Exchange Offers and Consent Solicitations for Senior Notes
Prnewswire· 2025-10-01 10:45
(1) For each $1,000 principal amount of Existing Notes accepted for exchange. (2) Includes Early Participation Payment (as defined herein). For each $1,000 principal amount of the 2028 Notes validly tendered and not properly withdrawn as of the Expiration Date, all tendering eligible holders are entitled to receive the Total Consideration, as set forth in the table above. The New 2028 Notes to be issued by DuPont in exchange for the 2028 Notes will have the same interest rate, interest payment dates, maturi ...
DuPont Announces Amendment to Exchange Offers and Consent Solicitations for Senior Notes
Prnewswire· 2025-09-16 12:45
Core Viewpoint - DuPont de Nemours, Inc. is amending its exchange offers for existing notes to facilitate the issuance of new notes, while also soliciting consents for proposed amendments to the existing indenture governing these notes [1][2]. Exchange Offers - DuPont is offering to exchange its outstanding 4.725% Notes due 2028, 5.319% Notes due 2038, and 5.419% Notes due 2048 for new notes with the same interest rates and maturities [1]. - The exchange offers are set to expire on September 30, 2025, unless extended or terminated [9]. Consent Solicitation - As of September 15, 2025, the necessary consents for the proposed amendments regarding the 2028 Notes have been received, leading to the execution of a supplemental indenture [2]. - The proposed amendments for the 2028 Notes will only become operative once the new notes are issued and the applicable early participation payment is made [2]. Consideration Structure - Eligible holders of existing notes can receive an early participation payment of $50 in new notes and $2.50 in cash for each $1,000 principal amount of existing notes tendered before the early participation date [3]. - The total consideration for each $1,000 principal amount of existing notes validly tendered includes $950 in new notes plus the early participation payment [3][4]. Proration and Sublimits - If the requisite consents for the 2038 and 2048 Notes are not received, DuPont plans to waive the minimum tender condition and accept existing notes up to specified sublimits: $400 million for the 2038 Notes and $860 million for the 2048 Notes [6]. - In cases where the tendered amount exceeds the sublimits, a pro rata basis will be used to determine the amount accepted for exchange [6][7]. Redemption Plans - If the principal amount of either the 2038 or 2048 Notes tendered is less than the applicable sublimit, DuPont intends to redeem additional amounts of new or outstanding 2028 Notes [8]. Additional Information - Documents related to the exchange offers will be distributed only to eligible holders who meet specific criteria [9]. - The new notes have not been registered under the Securities Act and may not be offered or sold in the U.S. except under certain exemptions [10].
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].
Verizon announces final results of its private exchange offers for 10 series of notes and related tender offers open to certain investors
Globenewswire· 2025-06-23 12:30
Exchange Offers - Verizon announced the final results of its Exchange Offers, which involved 10 separate private offers to exchange outstanding series of notes for newly issued 5.401% Notes due 2037 [1][3] - The Exchange Offers expired on June 18, 2025, with the settlement date expected on June 25, 2025 [4][9] - Verizon is accepting validly tendered Old Notes based on a "waterfall" methodology, with a maximum aggregate principal amount of New Notes capped at $2.5 billion [7][8] - Approximately $2.2 billion of New Notes due 2037 is expected to be issued, satisfying the Minimum Issue Requirement [9][10] - The Exchange Offer Completion Condition has been satisfied for each series of Covered Notes [23] Cash Offers - Verizon also conducted Cash Offers to purchase any and all of its outstanding notes, which expired on June 18, 2025, with a settlement date expected on June 25, 2025 [16][17] - The maximum aggregate amount for the Cash Offers was increased from $300 million to $500 million, allowing Verizon to purchase all validly tendered Covered Notes [20][21] - The Cash Offers utilized a similar "waterfall" methodology for accepting Old Notes based on their Acceptance Priority Levels [19][21] - Non-Covered Notes were rejected due to breaching the Maximum Total Consideration Condition, and these will be returned to holders [21][22] General Information - Global Bondholder Services Corporation acted as the Information Agent and Exchange Agent for the Exchange Offers and Cash Offers [14][25] - The Offers are not registered under the Securities Act, and participation was limited to eligible holders [11][24]