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Lennar Announces Final Results of Exchange Offer
Prnewswire· 2025-11-26 13:00
Core Viewpoint - Lennar Corporation has completed an exchange offer to swap shares of Millrose Properties, Inc. for its own Class A common stock, with the offer expiring on November 21, 2025 [1][2]. Exchange Offer Details - Lennar accepted 8,049,594 shares of its Class A common stock in exchange for 33,298,754 shares of Millrose Class A common stock [2]. - The exchange offer was oversubscribed, leading to a pro rata acceptance of shares tendered, with a final proration factor of 8.604228% applied to validly tendered shares [3][8]. - "Odd-lot" shareholders, those owning fewer than 100 shares, were not subject to proration and all their shares were accepted [3]. Final Results - A total of 85,296,924 shares of Lennar Class A common stock were validly tendered, with 84,518,299 shares subject to proration [8]. - Shares that were tendered but not accepted will be returned to the stockholders, and shares of Millrose Class A common stock will be credited to the accounts of those whose shares were accepted [4]. Advisory and Management - Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as dealer managers for the exchange offer, while Vestra Advisors, LLC served as the exclusive financial advisor to Millrose [5].
Lennar Announces Preliminary Results of Exchange Offer
Prnewswire· 2025-11-24 13:00
Core Points - Lennar Corporation announced that its Exchange Offer for Millrose Properties, Inc. Class A stock was oversubscribed, with 91,972,752 shares of Lennar Class A common stock validly tendered [1][3] - The final exchange ratio was set at 4.1367 shares of Millrose Class A common stock for each share of Lennar Class A common stock tendered [2][15] - Due to the oversubscription, only a portion of the tendered shares will be accepted on a pro rata basis, with approximately 7.97% of the tendered shares expected to be exchanged [4][5] Exchange Offer Details - The Exchange Offer expired on November 21, 2025, with a guaranteed delivery period extending until November 25, 2025 [1] - Stockholders who tendered fewer than 100 shares will not be subject to proration [4] - The total number of shares accepted in the Exchange Offer was 8,049,596 [7] Financial Implications - Shares of Lennar Class A common stock that were not accepted will be returned to stockholders in book-entry form [6] - The Exchange Agent will credit shares of Millrose Class A common stock to accounts of tendering stockholders whose shares were accepted [6] - Checks for fractional shares will be delivered after aggregation and sale in the open market [6]
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].
Lennar Launches Exchange Offer of Millrose Stock for Lennar Stock
Prnewswire· 2025-10-10 11:00
Core Points - Lennar Corporation is offering to exchange its approximately 20% ownership in Millrose Properties, Inc. for shares of its own Class A common stock, with the Exchange Offer starting immediately and expiring on November 7, 2025, unless extended or terminated [1][2][5] - The Exchange Offer allows Lennar stockholders to exchange shares at a 6% discount, with a limit of 4.1367 shares of Millrose Class A common stock for each share of Lennar Class A common stock tendered [2][3] - The final exchange ratio will be determined based on the average daily volume-weighted average prices of both companies' Class A common stocks on the NYSE during the three trading days prior to the expiration date [3] Exchange Offer Details - The Exchange Offer is registered under the Securities Act of 1933, with a registration statement filed by Millrose with the SEC [4] - The completion of the Exchange Offer is contingent upon the effectiveness of the Registration Statement, which may be delayed due to the current U.S. federal government shutdown [5][6] - Lennar currently holds 33,298,764 shares of Millrose Class A common stock, representing about 20% of the total outstanding shares, and plans to dispose of any unexchanged shares through various methods if the Exchange Offer is not fully subscribed [7] Participation and Advisors - The Exchange Offer is voluntary for Lennar Class A stockholders, and no action is required for those who choose not to participate [8] - Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as dealer managers for the Exchange Offer, while Vestra Advisors, LLC serves as the exclusive financial advisor to Millrose [8]