Tender Offer

Search documents
Mount Logan Capital Inc. Announces Adjournment of its Special Meeting of Shareholders to August 29, 2025
Globenewswire· 2025-08-22 14:58
Core Viewpoint - Mount Logan Capital Inc. is in the process of a proposed business combination with 180 Degree Capital Corp, which will result in a new publicly traded entity named New Mount Logan, to be listed on Nasdaq Capital Market [1][2] Meeting and Voting Updates - The special meeting of shareholders was adjourned to provide additional time for shareholders to review a supplement to the management information circular, which includes revised terms of the proposed business combination [2][4] - The voting proxy cut-off time has been reopened, allowing proxies to be accepted until August 28, 2025 [3] Business Combination Details - An amendment to the merger agreement was made, increasing the shares to be received by 180 Degree Capital shareholders to 110% of its net asset value at closing, up from 100% [7] - The valuation of Mount Logan at signing was US$67.4 million, compared to its market capitalization of approximately US$49.9 million as of August 18, 2025 [7] Liquidity Programs - New Mount Logan plans to launch a tender offer for up to US$15 million of its common stock within 60 days post-closing, with an additional US$10 million in stock repurchases expected over the following 24 months [8] - The tender offer represents approximately 19% of the estimated closing merger value, with a premium of at least 46% to Mount Logan's estimated closing price of approximately US$1.70 on August 18, 2025 [8] Company Overview - Mount Logan Capital Inc. focuses on alternative asset management and insurance solutions, primarily in public and private debt securities in North America [9] - The company also engages in sourcing, evaluating, underwriting, and managing loans and credit-oriented instruments to achieve attractive risk-adjusted returns [9]
Mount Logan Capital Inc. Announces Filing of Supplement to Management Information Circular for its Special Meeting of Shareholders to be held on August 22, 2025
Globenewswire· 2025-08-19 21:37
Core Viewpoint - Mount Logan Capital Inc. is progressing with a business combination with 180 Degree Capital Corp, which will result in a new publicly traded entity named New Mount Logan, set to be listed on Nasdaq [1] Group 1: Business Combination Details - The business combination is scheduled for a shareholder meeting on August 22, 2025, to vote on necessary resolutions [1] - An amendment to the merger agreement has been made, increasing the share allocation for 180 Degree Capital shareholders to 110% of its net asset value (NAV) at closing, up from 100% [4] - The valuation of Mount Logan at signing was US$67.4 million, compared to its market capitalization of approximately US$49.9 million as of August 18, 2025 [4] Group 2: Liquidity Programs - New Mount Logan plans to launch a tender offer for US$15 million of its common stock within 60 days post-closing, with the share price set at the implied closing price based on the merger value [5] - Additional stock repurchases of US$10 million are expected to occur periodically over the following 24 months [5] - The liquidity program represents about 19% of the estimated closing merger value, with a share price anticipated to be at least 46% above Mount Logan's estimated closing price of approximately US$1.70 on August 18, 2025 [5] Group 3: Company Overview - Mount Logan Capital Inc. focuses on alternative asset management and insurance solutions, primarily in public and private debt securities in North America [6] - The company also engages in the reinsurance of annuity products through its subsidiaries, Mount Logan Management LLC and Ability Insurance Company [6][8] - ML Management provides investment management services to various investment funds and acts as a collateral manager for collateralized loan obligations [7]
Total Return Securities Fund, Inc. Announces Rights Offering
Globenewswire· 2025-08-19 20:10
NEW YORK, Aug. 19, 2025 (GLOBE NEWSWIRE) -- The Board of Directors (the “Board”) of Total Return Securities Fund, Inc. (f/k/a The Swiss Helvetia Fund, Inc.) (the “Fund”) (NYSE: SWZ) announced today that it intends to authorize the issuance of one non-transferable right for each share of the Fund held on a date to be announced to purchase one additional share of the Fund’s common stock at a subscription price of 85% of the net asset value (“NAV”) of the Fund’s shares on the expiration date (unless extended). ...
Lindblad Expeditions Holdings, Inc. Announces Pricing of Tender Offer for any and all of the 6.750% Senior Secured Notes due 2027 issued by Lindblad Expeditions, LLC
Prnewswire· 2025-08-19 19:00
Core Viewpoint - Lindblad Expeditions Holdings, Inc. has announced the pricing terms for a cash tender offer to purchase its outstanding 6.750% Senior Secured Notes due 2027, indicating a strategic move to manage its debt obligations and optimize its capital structure [1][2]. Group 1: Tender Offer Details - The total consideration for the Notes accepted for purchase is based on a fixed spread and the bid side yield to maturity of a U.S. Treasury reference security, with the Reference Yield calculated at 4.147% [2][3]. - The total consideration includes an early tender payment of $30.00 per $1,000 principal amount of Notes validly tendered by the early tender deadline of August 18, 2025 [2][3]. - Holders who tender their Notes after the early tender deadline will receive $979.98 per $1,000 principal amount, which excludes the early tender payment [5]. Group 2: Financial Information - The outstanding principal amount of the 6.750% Senior Secured Notes due 2027 is $360 million [3]. - The total consideration for the Notes, including the early tender payment, is $1,009.98 per $1,000 principal amount [3][4]. - The issuer will also pay accrued and unpaid interest on the principal amount of Notes accepted for purchase from August 15, 2025, until the settlement date [6]. Group 3: Additional Information - Copies of the Offer to Purchase and Consent Solicitation Statement are available through Global Bondholders Services Corporation, the information agent for the Tender Offer [7]. - Citigroup Global Markets Inc. is engaged as the sole dealer manager for the Tender Offer [7].
Supernus Pharmaceuticals Announces Expiration of Hart-Scott-Rodino Waiting Period for Sage Therapeutics, Inc. Tender Offer
Globenewswire· 2025-07-28 12:25
Core Viewpoint - Supernus Pharmaceuticals has announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its proposed acquisition of Sage Therapeutics, indicating progress towards completing the merger [1][3]. Acquisition Details - Supernus and Sage entered into a Merger Agreement on June 13, 2025, with the necessary premerger notifications filed with regulatory authorities shortly thereafter [2]. - The Offer to Purchase for Sage's outstanding shares is set at $8.50 per share in cash, plus a contingent value right (CVR) that could yield up to an additional $3.50 per share based on specific milestones [4]. Contingent Value Rights (CVR) - The CVR includes milestone payments contingent on the commercial success of the product ZURZUVAE, with payments structured as follows: - $0.50 per CVR upon the first commercial sale in Japan after regulatory approval by June 30, 2026 [5]. - $1.00 per CVR if net sales of ZURZUVAE reach $250 million in the U.S. by December 31, 2027 [6]. - $1.00 per CVR if net sales reach $300 million in the U.S. by December 31, 2028 [7]. - $1.00 per CVR if net sales reach $375 million in the U.S. by December 31, 2030 [8]. - The total maximum payout for each CVR is capped at $3.50, with no guarantee that any payments will be made [9][10]. Merger Completion - Upon completion of the Offer, Supernus plans to merge its wholly owned subsidiary with Sage, resulting in Sage becoming a wholly owned subsidiary of Supernus [11]. - Shares not purchased in the Offer will be converted into the right to receive the Offer Price, and Sage's shares will be delisted from NASDAQ [11]. Advisory Information - Moelis & Company LLC is the exclusive financial advisor for Supernus, while Goldman Sachs & Co. LLC serves as the exclusive financial advisor for Sage [12].
ADECOAGRO S.A. ANNOUNCES EXPIRATION AND RESULTS OF ITS ANY AND ALL CASH TENDER OFFER FOR ITS 2027 NOTES
Prnewswire· 2025-07-25 00:31
Core Viewpoint - Adecoagro S.A. has announced the expiration and results of its cash tender offer for its outstanding 6.000% Notes due 2027, with approximately 36.31% of the principal amount validly tendered [1][3]. Group 1: Tender Offer Details - The tender offer was made for all outstanding 6.000% Notes due 2027, which are guaranteed by several subsidiaries of Adecoagro [2]. - As of the expiration date, US$150,927,000 of the US$415,644,000 principal amount of Notes was validly tendered and not withdrawn [3][4]. - The total consideration for the validly tendered Notes is US$1,000.00 per US$1,000.00 principal amount, plus accrued interest [6]. Group 2: Settlement and Payment - The settlement date for the tender offer is expected to occur on July 29, 2025, or as soon as practicable thereafter [7]. - Holders of validly tendered Notes will receive the total consideration along with accrued interest from the last interest payment date to the settlement date [8]. Group 3: Financing and Future Plans - The company plans to use proceeds from a new notes offering to pay for the consideration and accrued interest related to the tender offer [10]. - Adecoagro reserves the right to use any remaining proceeds to redeem or purchase any outstanding Notes after the expiration date [11]. Group 4: Company Overview - Adecoagro is a leading sustainable production company in South America, owning 210.4 thousand hectares of farmland and producing over 2.8 million tons of agricultural products and over 1 million MWh of renewable electricity [14].
Transom Capital Commences Friendly Tender Offer for All Outstanding Common Shares of SigmaTron International at $3.02 Per Share
GlobeNewswire News Room· 2025-06-26 11:31
Core Viewpoint - Transom Capital Group has initiated a cash tender offer to acquire all outstanding shares of SigmaTron International at a price of $3.02 per share, as part of a previously announced merger agreement [1][2]. Group 1: Tender Offer Details - The tender offer is set to expire on July 24, 2025, unless extended, and is subject to customary terms, including the tender of a majority of SigmaTron's voting shares [6]. - Transom has filed a tender offer statement with the SEC, and SigmaTron has filed a recommendation statement urging stockholders to accept the offer [5][7]. Group 2: Board of Directors' Recommendation - The SigmaTron Board unanimously recommends that stockholders tender their shares, having conducted a thorough review of financial and strategic alternatives [3]. - The Board considered SigmaTron's significant indebtedness and the certainty of value provided by the cash offer in their decision [4]. Group 3: Strategic Intent - Transom aims to provide immediate liquidity and value certainty to SigmaTron stockholders while committing to the company's long-term growth [2]. - The acquisition is positioned as a means to build on SigmaTron's legacy and drive future growth [2]. Group 4: Company Background - Transom Capital Group is an operationally focused private equity firm established in 2008, specializing in middle-market investments and complex situations [11][12]. - The firm employs a strategy that combines capital investment with operational expertise to unlock value and accelerate performance [12].
AMC Networks Announces Proposed Private Offering of $400 Million of Senior Secured Notes due 2032
Globenewswire· 2025-06-17 12:05
Core Viewpoint - AMC Networks Inc. plans to offer $400 million in senior secured notes due 2032 to fund a tender offer and manage corporate debt [1][2]. Group 1: Offering Details - The company intends to offer $400 million aggregate principal amount of senior secured notes in a private offering [1]. - The notes will be guaranteed by existing and future domestic subsidiaries of AMC Networks on a senior secured basis [1]. - The offering is subject to market conditions and will be made under an exemption from the Securities Act of 1933 [3]. Group 2: Use of Proceeds - Net proceeds from the notes offering will be used to fund a tender offer to purchase up to $450 million of outstanding 4.25% Senior Notes due 2029 [2]. - Proceeds will also cover related premiums, fees, and expenses associated with the offering and the tender offer [2]. - Additional funds will be allocated to repurchase or repay other corporate indebtedness [2]. Group 3: Company Overview - AMC Networks is a prominent player in the TV and film industry, offering a variety of streaming services and cable networks [5]. - The company operates several brands, including AMC+, Acorn TV, Shudder, and Sundance Now, among others [5]. - AMC Networks also has an in-house studio and production operation, known for original franchises like The Walking Dead Universe [5].
AMC Networks Announces Commencement of Tender Offer for Up to $450,000,000 Aggregate Principal Amount of its 4.25% Senior Notes due 2029
Globenewswire· 2025-06-17 12:04
Core Viewpoint - AMC Networks Inc. has initiated a cash tender offer to purchase up to $450 million of its outstanding 4.25% Senior Notes due 2029, indicating a strategic move to manage its debt obligations and optimize its capital structure [1][12]. Offer Details - The Offer is set to expire on July 17, 2025, at 5:00 p.m. New York City time, unless extended or terminated earlier by the Company [4]. - The Company plans to fund the Offer using net proceeds from a proposed offering of senior secured notes due 2032, along with cash on hand or other immediately available funds [2][12]. - The total principal amount of the 4.25% Senior Notes due 2029 outstanding is approximately $885.87 million [2]. Consideration Structure - Holders of validly tendered Notes will receive a total consideration of $815 per $1,000 principal amount, which includes an early tender premium of $50 if tendered by July 1, 2025 [2][5]. - Accrued and unpaid interest will also be paid from the last interest payment date to the applicable settlement date [3][6]. Tender Process - Notes can be withdrawn until July 1, 2025, at 5:00 p.m. New York City time, unless extended by the Company [7]. - The Company reserves the right to accept Notes for purchase prior to the expiration date, with an expected early settlement date around July 3, 2025 [8][9]. Conditions and Limitations - The Offer is not conditioned upon a minimum amount of Notes being tendered, but is subject to certain conditions, including the successful raising of $400 million from the senior secured notes offering [12]. - If the total amount of Notes tendered exceeds the maximum tender amount, acceptance may be subject to proration [10]. Company Overview - AMC Networks Inc. operates various streaming services and cable networks, producing acclaimed series and films, and is known for its original franchises like The Walking Dead Universe [15].
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].