Houlihan Lokey Announces Expiration of Tender Offer Period for Outstanding Shares of GCA Corporation

Houlihan Lokey Announces Expiration of Tender Offer Period for Outstanding Shares of GCA Corporation

LOS ANGELES–(BUSINESS WIRE)–
Houlihan Lokey (NYSE:HLI), the global investment bank, today announced the expiration of the tender offer period, as of 4:00 p.m. JST on September 27, 2021, related to the acquisition of GCA Corporation (“GCA”) (TSE:2174) for ¥1,398 ($12.71) per share and a total cash purchase price of approximately ¥65.9 billion ($599.1 million), based on an assumed exchange rate of ¥110 per $1.

Shares and stock options representing approximately 90% of GCA’s common stock on a fully diluted basis were validly tendered in the tender offer.

Houlihan Lokey commenced the tender offer to acquire all outstanding shares of GCA for ¥1,380 ($12.55) per share in cash, in addition to all stock options of GCA (priced to net out applicable exercise prices), in Tokyo on August 4, 2021, and announced a new purchase price of ¥1,398 ($12.71) per share on September 9, 2021 (JST).

The tender offer is expected to settle beginning on October 4, 2021. Following settlement of the tender offer, it is expected that Houlihan Lokey will complete the acquisition of GCA through a second-step transaction at the same price. The transaction is being financed with cash on Houlihan Lokey’s balance sheet.

About Houlihan Lokey

Houlihan Lokey (NYSE:HLI) is a global investment bank with expertise in mergers and acquisitions, capital markets, financial restructuring, and valuation. The firm serves corporations, institutions, and governments worldwide with offices in the United States, Europe, the Middle East, and the Asia-Pacific region. Independent advice and intellectual rigor are hallmarks of the firm’s commitment to client success across its advisory services. Houlihan Lokey is the No. 1 M&A advisor for the past six consecutive years in the U.S., the No. 1 global restructuring advisor for the past seven consecutive years, and the No. 1 global M&A fairness opinion advisor over the past 20 years, all based on number of transactions and according to data provided by Refinitiv.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors (including the significant effect that the COVID-19 pandemic has had on our business and is expected to continue to have on our business), which are, in some cases, beyond Houlihan Lokey’s control and could materially affect actual results, performance, or achievements. For a further description of such factors, you should read Houlihan Lokey’s filings with the Securities and Exchange Commission. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Houlihan Lokey does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Investor Relations

212.331.8225

[email protected]

Media Relations

John Gallagher

917.331.1580

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

Hyatt Announces Pricing of Public Offering of Senior Notes

Hyatt Announces Pricing of Public Offering of Senior Notes

CHICAGO–(BUSINESS WIRE)–
Hyatt Hotels Corporation (“Hyatt” or the “Company”) (NYSE: H), a leading global hospitalitycompany, announced today the pricing of its public offering of:

  • $700.0 million aggregate principal amount of senior notes due 2023, which will bear interest at a fixed annual rate of 1.300%;
  • $300.0 million aggregate principal amount of floating rate senior notes due 2023, which will bear interest at a rate equal to Compounded SOFR (as defined in the prospectus supplement relating to the offering), reset quarterly, plus 105 basis points; and
  • $750.0 million aggregate principal amount of senior notes due 2024, which will bear interest at a fixed annual rate of 1.800%.

The offering is expected to close on October 1, 2021, subject to customary closing conditions. Hyatt will have the option to redeem all or any portion of the notes at 100% of their principal amount at any time on or after October 1, 2022.

The Company intends to use the net proceeds of the offering to fund a portion of the purchase price for its pending acquisition of Apple Leisure Group (the “Apple Leisure Group Acquisition”), to refinance all of its $750.0 million principal amount of floating rate notes due 2022 and for general corporate purposes, which may include payment of any fees and expenses relating to the Apple Leisure Group Acquisition or any other general corporate purpose the Company may deem necessary or advisable, and to pay fees and expenses related to this offering.

Hyatt previously announced that it intends to fund more than 80% of the $2.7 billion purchase price for the Apple Leisure Group Acquisition with a combination of $1.0 billion of cash on hand and new debt financing, including a portion of the proceeds from this offering and a one-year term loan expected to be funded concurrently with the closing of the Apple Leisure Group Acquisition as part of the previously announced acquisition financing commitment, and the remainder with proceeds of its recently consummated equity offering. The offering is not contingent on the consummation of the Apple Leisure Group Acquisition, and the consummation of the Apple Leisure Group Acquisition is not contingent on the consummation of the offering.

J.P. Morgan is acting as representative of the underwriters, and J.P. Morgan, Deutsche Bank Securities, Scotiabank and Wells Fargo Securities are acting as joint lead book-running managers for the offering.

The offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was filed by the Company with the Securities and Exchange Commission (the “SEC”) and became automatically effective upon filing on November 6, 2020. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering was filed with the SEC and is available on the SEC’s website located at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained by contacting: J.P. Morgan Securities LLC toll-free at +1 212-834-4533, Deutsche Bank Securities Inc. at +1 800-503-4611, Scotia Capital (USA) Inc. toll-free at +1 800-372-3930 or Wells Fargo Securities LLC at +1 800-645-3751.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

For further information:

About Hyatt Hotels Corporation

Hyatt Hotels Corporation, headquartered in Chicago, is a leading global hospitality company offering 20 premier brands. As of June 30, 2021, the Company’s portfolio included more than 1,000 hotel and all-inclusive properties in 68 countries across six continents. The Company’s purpose to care for people so they can be their best informs its business decisions and growth strategy and is intended to attract and retain top employees, build relationships with guests and create value for shareholders. The Company’s subsidiaries operate, manage, franchise, own, lease, develop, license, or provide services to hotels, resorts, branded residences, and vacation ownership properties, including under the Park Hyatt®, Miraval®, Grand Hyatt®, Alila®, Andaz®, The Unbound Collection by Hyatt®, Destination by Hyatt™, Hyatt Regency®, Hyatt®, Hyatt Ziva™, Hyatt Zilara™, Thompson Hotels®, Hyatt Centric®, Caption by Hyatt, JdV by Hyatt™, Hyatt House®, Hyatt Place®, tommie™, UrCove, and Hyatt Residence Club® brand names, and operates the World of Hyatt® loyalty program that provides distinct benefits and exclusive experiences to its valued members.

FORWARD-LOOKING STATEMENTS

Forward-Looking Statements in this press release, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements about the offering and the Company’s intended use of proceeds from the offering, the Company’s proposed acquisition of Apple Leisure Group, anticipated financing sources for the proposed acquisition of Apple Leisure Group, the Company’s plans, strategies, outlook, financial performance, projections, financing proposals, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, among others, risks associated with the ability to consummate the proposed acquisition of Apple Leisure Group and the timing of the closing of the proposed transaction (including the failure to satisfy closing conditions or obtain required approvals); the Company’s ability to successfully integrate Apple Leisure Group’s employees and operations into the Company; the ability to realize the anticipated benefits of the proposed acquisition of Apple Leisure Group as rapidly or to the extent anticipated; risks related to the ability to obtain any contemplated financing on favorable terms or at all; risks affecting the luxury, resort and all-inclusive lodging segments; the duration of the COVID-19 pandemic and the pace of recovery following the pandemic, any additional resurgence, or COVID-19 variants; the short and longer-term effects of the COVID-19 pandemic, including the demand for travel, transient and group business, and levels of consumer confidence; the impact of the COVID-19 pandemic, any additional resurgence, or COVID-19 variants, and the impact of actions that governments, businesses, and individuals take in response, on global and regional economies, travel limitations or bans, and economic activity, including the duration and magnitude of its impact on unemployment rates and consumer discretionary spending; the broad distribution and efficacy of COVID-19 vaccines and wide acceptance by the general population of such vaccines; the ability of third-party owners, franchisees, or hospitality venture partners to successfully navigate the impacts of the COVID-19 pandemic, any additional resurgence, or COVID-19 variants; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the rate and the pace of economic recovery following economic downturns; levels of spending in business, leisure, and all-inclusive segments as well as consumer confidence; declines in occupancy and average daily rate; limited visibility with respect to future bookings; loss of key personnel; domestic and international political and geo-political conditions, including political or civil unrest or changes in trade policy; hostilities, or fear of hostilities, including future terrorist attacks, that affect travel; travel-related accidents; natural or man-made disasters such as earthquakes, tsunamis, tornadoes, hurricanes, floods, wildfires, oil spills, nuclear incidents, and global outbreaks of pandemics or contagious diseases, such as the COVID-19 pandemic, or fear of such outbreaks; our ability to successfully achieve certain levels of operating profits at hotels that have performance tests or guarantees in favor of our third-party owners; the impact of hotel renovations and redevelopments; risks associated with our capital allocation plans, share repurchase program, and dividend payments, including a reduction in, or elimination or suspension of, repurchase activity or dividend payments; the seasonal and cyclical nature of the real estate and hospitality businesses; changes in distribution arrangements, such as through internet travel intermediaries; changes in the tastes and preferences of our customers; relationships with colleagues and labor unions and changes in labor laws; the financial condition of, and our relationships with, third-party property owners, franchisees, and hospitality venture partners; the possible inability of third-party owners, franchisees, or development partners to access capital necessary to fund current operations or implement our plans for growth; risks associated with potential acquisitions and dispositions and the introduction of new brand concepts; our ability to successfully execute on our strategy to expand our management and franchising business while at the same time reducing our real estate asset base within targeted timeframes and at expected values; declines in the value of our real estate assets; unforeseen terminations of our management or franchise agreements; changes in federal, state, local, or foreign tax law; increases in interest rates and operating costs; foreign exchange rate fluctuations or currency restructurings; lack of acceptance of new brands or innovation; general volatility of the capital markets and our ability to access such markets; changes in the competitive environment in our industry, including as a result of the COVID-19 pandemic, industry consolidation, and the markets where we operate; our ability to successfully grow the World of Hyatt loyalty program; cyber incidents and information technology failures; outcomes of legal or administrative proceedings; and violations of regulations or laws related to our franchising business; and other risks discussed in the Company’s filings with the SEC, including our annual report on Form 10-K and quarterly reports on Form 10-Q, which filings are available from the SEC . We caution you not to place undue reliance on any forward-looking statements, which are made only as of the date of this press release. We do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Hyatt Media Contact:

Franziska Weber

[email protected]

Hyatt Investor Contact:

Noah Hoppe

[email protected]

 

KEYWORDS: United States North America Illinois

INDUSTRY KEYWORDS: Lodging Travel Vacation

MEDIA:

Logo
Logo

Charter Prices $4.0 Billion Senior Secured Notes

PR Newswire

STAMFORD, Conn., Sept. 27, 2021 /PRNewswire/ — Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, “Charter”) today announced that its subsidiaries, Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. (collectively, the “Issuers”), have priced $4.0 billion in aggregate principal amount of notes consisting of the following securities:

  • $1.25 billion in aggregate principal amount of Senior Secured Notes due 2029 (the “2029 Notes”). The 2029 Notes will bear interest at a rate of 2.250% per annum and will be issued at a price of 99.835% of the aggregate principal amount.
  • $1.35 billion in aggregate principal amount of Senior Secured Notes due 2042 (the “2042 Notes”). The 2042 Notes will bear interest at a rate of 3.500% per annum and will be issued at a price of 99.253% of the aggregate principal amount.
  • $1.4 billion in aggregate principal amount of Senior Secured Notes due 2062 (the “2062 Notes,” and together with the 2029 Notes and the 2042 Notes, the “Notes”). The 2062 Notes will bear interest at a rate of 3.950% per annum and will be issued at a price of 99.186% of the aggregate principal amount.

Charter intends to use the net proceeds from the sale of the Notes for general corporate purposes, including to fund potential buybacks of Class A common stock of Charter and common units of Charter Communications Holdings, LLC, to repay certain indebtedness and to pay related fees and expenses. Charter expects to close the offering of the Notes on October 12, 2021, subject to customary closing conditions.

The offering and sale of the Notes were made pursuant to an effective automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”).

Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co LLC were Joint Book-Running Managers for the Notes offering. The offering was made only by means of a prospectus supplement dated September 27, 2021 and the accompanying base prospectus, copies of which, when available, may be obtained on the SEC’s website at www.sec.gov or by contacting Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717; Telephone: (800) 831-9146; E-mail: [email protected], or by contacting Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005; Telephone: (800) 503-4611; E-mail: [email protected], or by contacting Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; E-mail: [email protected].

This news release is neither an offer to sell nor a solicitation of an offer to buy the Notes and shall not constitute an offer, solicitation or sale, nor is it an offer to purchase, or the solicitation of an offer to sell the Notes in any jurisdiction in which such offer, solicitation, or sale is unlawful.


About Charter
 
Charter Communications, Inc. (NASDAQ:CHTR) is a leading broadband connectivity company and cable operator serving more than 31 million customers in 41 states through its Spectrum brand. Over an advanced communications network, the company offers a full range of state-of-the-art residential and business services including Spectrum Internet®, TV, Mobile and Voice.

For small and medium-sized companies, Spectrum Business® delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise provides highly customized, fiber-based solutions. Spectrum Reach® delivers tailored advertising and production for the modern media landscape. The company also distributes award-winning news coverage, sports and high-quality original programming to its customers through Spectrum Networks and Spectrum Originals. More information about Charter can be found at corporate.charter.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our plans, strategies and prospects, both business and financial.  Although we believe that our plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations.  Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under “Risk Factors” from time to time in our filings with the SEC.  Many of the forward-looking statements contained in this communication may be identified by the use of forward-looking words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “initiatives,” “seek,” “would,” “could,” “continue,” “ongoing,” “upside,” “increases,” “focused on” and “potential,” among others. 

All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement.  We are under no duty or obligation to update any of the forward-looking statements after the date of this communication.

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/charter-prices-4-0-billion-senior-secured-notes-301386170.html

SOURCE Charter Communications, Inc.

Broadcom Inc. Announces Pricing Terms of its Private Exchange Offers of Certain Outstanding Notes for New Notes

PR Newswire

SAN JOSE, Calif., Sept. 27, 2021 /PRNewswire/ — Broadcom Inc. (Nasdaq: AVGO) (“Broadcom” or the “Company”) announced today the pricing terms of the Company’s new notes due 2035 (the “New 2035 Notes”) and new notes due 2036 (the “New 2036 Notes” and, together with the New 2035 Notes, the “New Notes”) to be issued in connection with its offers to eligible holders (together, the “Exchange Offers”) of the Company’s or its subsidiaries’ Pool 1 Existing Notes and Pool 2 Existing Notes listed in the tables below (collectively, the “Existing Notes”) to exchange Pool 1 Existing Notes (subject to, among others, the acceptance priority levels) for consideration consisting of a combination of up to $3,250,000,000 (the “2035 Notes Cap”) aggregate principal amount of the New 2035 Notes and a cash payment, and to exchange Pool 2 Existing Notes (subject to, among others, the acceptance priority levels) for consideration consisting of a combination of up to $2,750,000,000 (the “2036 Notes Cap” and, together with the 2035 Notes Cap, the “New Notes Cap”) aggregate principal amount of the New 2036 Notes and a cash payment, the complete terms and conditions of which are set forth in an offering memorandum, dated September 13, 2021 (the “Offering Memorandum”).

As announced by the Company on September 27, 2021, it has (i) waived the Pool 1 Sub-Caps and the Pool 2 Sub-Cap, and (ii) increased the New Notes Cap to $6.0 billion from the originally announced $5.0 billion. As a result of reaching the New Notes Cap by the Early Participation Date, no Existing Notes tendered for exchange after the Early Participation Date will be accepted for exchange, regardless of priority level. Existing Notes not accepted for exchange will be returned promptly to the tendering holders in accordance with the Offering Memorandum. Capitalized terms not defined herein shall have the meanings ascribed to them in the Offering Memorandum.

The aggregate principal amount, fixed spread and interest rate of each series of New Notes expected to be issued by the Company is set forth in the table below:


Title of Security


Aggregate Principal Amount
Expected to be Issued


Reference U.S. Treasury
Security


Fixed Spread
(bps)


Interest Rate
(1) 

3.137% Senior Notes due 2035

$3,249,984,000

1.250% due August 15, 2031

165

3.137%

3.187% Senior Notes due 2036

$2,750,000,000

1.250% due August 15, 2031

170

3.187%


(1) The interest rate reflects the bid-side yield on the Reference UST Security plus the applicable fixed spread, calculated in accordance with the procedures set forth in the Offering Memorandum. The Reference UST Security with respect to the New 2035 Notes and the New 2036 Notes had a bid-side yield of 1.487% as of the Pricing Time of the Exchange Offers.

For each $1,000 principal amount of each series of Existing Notes validly tendered and not validly withdrawn as of the Early Participation Date and accepted for exchange by the Company, the following table sets forth the applicable yield and the Total Consideration (subject to rounding and cash in lieu of fractional amounts of New Notes) to be received by Eligible Holders, as priced below:



Pool 1 Offers


CUSIP


Numbers


Title of Security (collectively, the
“Pool 1 Existing Notes”)


Fixed
Spread(bps)


Reference U.S. Treasury
Security; Bid Side Yield


Yield
(1)


Total
Consideration

(2)

11134L AP4 (Exch)

3.125% Senior Notes due 1/15/2025,
issued by Broadcom Corporation

0

0.750% due August 31,
2026; 0.978%

0.978%

$1,065.92

11135F BC4 (Exch)

4.700% Senior Notes due 4/15/2025,
issued by the Company

25

0.750% due August 31,
2026; 0.978%

1.228%

$1,117.21

11135F AT8 (144A)

U1109M AM8 (Reg S)

11135F BB6 (Exch)

3.150% Senior Notes due 11/15/2025,
issued by the Company

30

0.750% due August 31,
2026; 0.978%

1.278%

$1,073.51

11135F AE1 (144A)

U1109M AE6 (Reg S)

11135F AZ4 (Exch)

4.250% Senior Notes due 4/15/2026,
issued by the Company

45

0.750% due August 31,
2026; 0.978%

1.428%

$1,119.28

11135F AN1 (Exch)

3.459% Senior Notes due 9/15/2026,
issued by the Company

60

0.750% due August 31,
2026; 0.978%

1.578%

$1,086.49

11134L AG4 (144A)

U1108L AD1 (Reg S)

11134L AH2 (Exch)

3.875% Senior Notes due 1/15/2027,
issued by Broadcom Corporation

70

0.750% due August 31,
2026; 0.978%

1.678%

$1,105.78

12673P AJ4 (144A)

4.700% Senior Notes due 3/15/2027,
issued by CA, Inc.

100

0.750% due August 31,
2026; 0.978%

1.978%

$1,134.10

11135F AK7 (144A)

U1109M AH9 (Reg S)

11135F AL5 (Exch)

4.110% Senior Notes due 9/15/2028,
issued by the Company

60

1.250% due August 15,
2031; 1.487%

2.087%

$1,126.04


(1) The yield reflects the bid-side yield on the Reference UST Security plus the applicable fixed spread, calculated in accordance with the procedures set forth in the Offering Memorandum.
(2) The Total Consideration includes an Early Participation Payment of $50 (payable in applicable New Notes) for each $1,000 principal amount of each series of Existing Notes validly tendered at or prior to the Early Participation Date and accepted for exchange.



Pool 2 Offers


CUSIP


Numbers


Title of Security (collectively, the
“Pool 2 Existing Notes”)


Fixed
Spread(bps)


Reference U.S. Treasury
Security; Bid Side Yield


Yield
(1)


Total
Consideration

(2)

11134L AQ2 (144A)

U1108L AH2 (Reg S)

11134L AR0 (Exch)

3.500% Senior Notes due 1/15/2028,
issued by Broadcom Corporation

35

1.250% due August 15,
2031; 1.487%

1.837%

$1,094.69

11135F AH4 (144A)

U1109M AG1 (Reg S)

11135F BD2 (Exch)

5.000% Senior Notes due 4/15/2030,
issued by the Company

100

1.250% due August 15,
2031; 1.487%

2.487%

$1,187.26

11135F AB7 (144A)

U1109M AB2 (Reg S)

11135F BA8 (Exch)

4.750% Senior Notes due 4/15/2029,
issued by the Company

80

1.250% due August 15,
2031; 1.487%

2.287%

$1,164.57

11135F AP6 (144A)

U1109M AK2 (Reg S)

11135F AQ4 (Exch)

4.150% Senior Notes due 11/15/2030,
issued by the Company

105

1.250% due August 15,
2031; 1.487%

2.537%

$1,127.46


(1) The yield reflects the bid-side yield on the Reference UST Security plus the applicable fixed spread, calculated in accordance with the procedures set forth in the Offering Memorandum.
(2) The Total Consideration includes an Early Participation Payment of $50 (payable in applicable New Notes) for each $1,000 principal amount of each series of Existing Notes validly tendered at or prior to the Early Participation Date and accepted for exchange.

The table below identifies the aggregate principal amount of each series of Pool 1 Existing Notes validly tendered (and not validly withdrawn) in the Pool 1 Offers as of the Early Participation Date and the principal amount of each series of Pool 1 Existing Notes that the Company expects to accept for exchange on the Early Settlement Date:



Pool 1 Offers


CUSIP Numbers


Title of Security


Principal


Amount


Outstanding


Acceptance


Priority


Level
(1)


Principal
Amount
Tendered

(2)


Principal
Amount
Accepted by
Broadcom


Early
Participant
Payment (4)(6)


Total
Consideration
(5)(6)


Principal
Amount
of New
Notes(6)


Cash
Payment
(6)

11134L AP4 (Exch)

3.125% Senior Notes
due 1/15/2025, issued
by Broadcom
Corporation

$585,069,000

1

$90,528,000

$90,528,000

$50

$1,065.92

$1,000

$65.92

11135F BC4 (Exch)

4.700% Senior Notes
due 4/15/2025, issued
by the Company

$1,247,347,000

2

$227,633,000

$227,633,000

$50

$1,117.21

$1,000

$117.21

11135F AT8 (144A)

U1109M AM8 (Reg S)

11135F BB6 (Exch)

3.150% Senior Notes
due 11/15/2025, issued
by the Company

$1,417,586,000

3

$517,730,000

$517,730,000

$50

$1,073.51

$1,000

$73.51

11135F AE1 (144A)

U1109M AE6 (Reg S)

11135F AZ4 (Exch)

4.250% Senior Notes
due 4/15/2026, issued
by the Company

$1,182,836,000

4

$238,348,000

$238,348,000

$50

$1,119.28

$1,000

$119.28

11135F AN1 (Exch)

3.459% Senior Notes
due 9/15/2026, issued
by the Company

$1,695,320,000

5

$943,002,000

$943,002,000

$50

$1,086.49

$1,000

$86.49

11134L AG4 (144A)

U1108L AD1 (Reg S)

11134L AH2 (Exch)

3.875% Senior Notes
due 1/15/2027, issued
by Broadcom
Corporation

$3,812,954,000

6

$890,672,000

$890,672,000

$50

$1,105.78

$1,000

$105.78

12673P AJ4 (144A)

4.700% Senior Notes
due 3/15/2027, issued
by CA, Inc.

$350,000,000

7

$84,898,000

$84,898,000

$50

$1,134.10

$1,000

$134.10

11135F AK7 (144A)

U1109M AH9 (Reg S)

11135F AL5 (Exch)

4.110% Senior Notes
due 9/15/2028, issued
by the Company

$2,222,349,000

8

$1,144,192,000

$257,173,000(3)

$50

$1,126.04

$1,000

$126.04


Total:

$4,137,003,000

$3,249,984,000


(1) The Company expects to accept for exchange these Pool 1 Existing Notes in accordance with the acceptance priority levels set forth in this table.
(2) The aggregate principal amounts of Pool 1 Existing Notes that have been validly tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York City time, on September 24, 2021, based on information provided by the information agent and exchange agent to the Company.
(3) Pro ration factor of approximately 22.5%.
(4) For the avoidance of doubt, the $50 per $1,000 Early Participant Payment is included within the  Total Consideration and is not in addition to it.
(5) Does not reflect any accrued and unpaid interest. The Company will pay accrued and unpaid interest on the Existing Notes up to, but excluding, the date on which the exchange of Existing Notes accepted for exchange is settled.
(6) Per $1,000 principal amount of Pool 1 Notes.

The table below identifies the aggregate principal amount of each series of Pool 2 Existing Notes validly tendered (and not validly withdrawn) in the Pool 2 Offers as of the Early Participation Date and the principal amount of each series of Pool 2 Existing Notes that the Company expects to accept for exchange on the Early Settlement Date:



Pool 2 Offers


CUSIP Numbers


Title of Security


Principal


Amount


Outstanding


Acceptance


Priority


Level
(1)


Principal
Amount
Tendered

(2)


Principal
Amount
Accepted by
Broadcom


Early
Participant
Payment
(4)(6)


Total
Consideration
(5)(6)


Principal
Amount
of New
Notes(6)


Cash
Payment
(6)

11134L AQ2 (144A)

U1108L AH2 (Reg S)

11134L AR0 (Exch)

3.500% Senior Notes
due 1/15/2028, issued
by Broadcom
Corporation

$1,250,000,000

1

$472,973,000

$472,973,000

$50

$1,094.69

$1,000

$94.69

11135F AH4 (144A)

U1109M AG1 (Reg S)

11135F BD2 (Exch)

5.000% Senior Notes
due 4/15/2030, issued
by the Company

$2,250,000,000

2

$1,164,086,000

$1,164,086,000

$50

$1,187.26

$1,000

$187.26

11135F AB7 (144A)

U1109M AB2 (Reg S)

11135F BA8 (Exch)

4.750% Senior Notes
due 4/15/2029, issued
by the Company

$3,000,000,000

3

$1,041,999,000

$1,041,999,000

$50

$1,164.57

$1,000

$164.57

11135F AP6 (144A)

U1109M AK2 (Reg S)

11135F AQ4 (Exch)

4.150% Senior Notes
due 11/15/2030, issued
by the Company

$2,750,000,000

4

$1,386,331,000

$70,942,000(3)

$50

$1,127.46

$1,000

$127.46


Total:

$4,065,389,000

$2,750,000,000


(1) The Company expects to accept for exchange these Pool 2 Existing Notes in accordance with the acceptance priority levels set forth in this table.
(2) The aggregate principal amounts of Pool 2 Existing Notes that have been validly tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York City time, on September 24, 2021, based on information provided by the information agent and exchange agent to the Company.
(3) Pro ration factor of approximately 5.2%.
(4) For the avoidance of doubt, the $50 per $1,000 Early Participant Payment is included within the Total Consideration and is not in addition to it.
(5) Does not reflect any accrued and unpaid interest. The Company will pay accrued and unpaid interest on the Existing Notes up to, but excluding, the date on which the exchange of Existing Notes accepted for exchange is settled.
(6) Per $1,000 principal amount of Pool 2 Notes.

The Exchange Offers are being conducted upon the terms and subject to the conditions set forth in the Offering Memorandum. Consummation of the Exchange Offers is subject to a number of conditions.

For each $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn, and accepted for exchange by the Company, Eligible Holders of such Existing Notes will also receive cash payment for accrued and unpaid interest on the applicable series of Existing Notes up to, but excluding, the date on which the exchange of Existing Notes accepted for exchange is settled, as well as a cash payment due in lieu of fractional amounts of New Notes.

The Exchange Offers will expire at 12:00 midnight, New York City time, at the end of October 8, 2021, unless extended or earlier terminated by the Company. In accordance with the terms of the Exchange Offers, the Withdrawal Deadline relating to the Exchange Offers occurred at 5:00 p.m., New York City time, on September 24, 2021. As a result, all Existing Notes that have been validly tendered and not validly withdrawn prior to, and any Existing Notes validly tendered after, the Withdrawal Deadline are irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law.

If and when issued, the New Notes will not have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Company will enter into a registration rights agreement with respect to the New Notes. The New Notes will be unsecured obligations of the Company and will rank pari passu with all other unsecured and unsubordinated indebtedness of the Company.

The Exchange Offers are only made, and copies of the documents relating to the Exchange Offers will only be made available, to a holder of Existing Notes who has certified in an eligibility certification certain matters to the Company, including its status as a “qualified institutional buyer” as defined in Rule 144A under the Securities Act or who is a person other than a “U.S. person” as defined in Rule 902 under the Securities Act. Holders of Existing Notes who desire access to the electronic eligibility form should contact D.F. King & Co., Inc., the information agent (the “Information Agent”) for the Exchange Offers, at (866) 416-0577 (U.S. Toll-free) or (212) 269-5550 (Collect). Holders that wish to receive the Offering Memorandum can certify eligibility on the eligibility website at: http://www.dfking.com/broadcom. In connection with the Exchange Offers, BNP Paribas Securities Corp., J.P. Morgan Securities LLC and TD Securities (USA) LLC are acting as dealer managers (collectively, the “Dealer Managers”). Questions or requests for assistance in relation to the Exchange Offers may be directed to the Dealer Managers at the addresses and telephone numbers set forth below.

The Dealer Managers

BNP Paribas Securities Corp.
787 Seventh Avenue
New York, New York 10019
Attn: Liability Management Group
Collect: (212) 841-3059
Toll-Free: (888) 210-4358

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attn: Liability Management Group
Toll-Free: (866) 834-4666
Collect: (212) 834-4087

TD Securities (USA) LLC
1 Vanderbilt Avenue, 12th Floor
New York, New York 10017
Attn: Liability Management
E-mail: [email protected]
Toll-Free: (866) 584-2096
Collect: (212) 827-7795

 

The Information and Tender Agent

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Attention: Michael Horthman
Banks and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll-Free: (866) 416-0577

This news release does not constitute an offer or an invitation by the Company to participate in the Exchange Offers in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction. None of Broadcom, the Information Agent or the Dealer Managers makes any recommendation as to whether any eligible holders should participate in the applicable Exchange Offer, and no one has been authorized by any of them to make such a recommendation. Eligible holders must make their own decisions as to whether to exchange their Existing Notes, and if so, the principal amount of such Existing Notes to be exchanged.


About Broadcom Inc.

Broadcom Inc., a Delaware corporation headquartered in San Jose, CA, is a global technology leader that designs, develops and supplies a broad range of semiconductor and infrastructure software solutions. Broadcom’s category-leading product portfolio serves critical markets including data center, networking, enterprise software, broadband, wireless, storage and industrial. Our solutions include data center networking and storage, enterprise, mainframe and cyber security software focused on automation, monitoring and security, smartphone components, telecoms and factory automation.


Cautionary Note Regarding Forward-Looking Statements

This announcement contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended) concerning Broadcom. These statements include, but are not limited to, statements that address our expected future business and financial performance and other statements identified by words such as “will,” “expect,” “believe,” “anticipate,” “estimate,” “should,” “intend,” “plan,” “potential,” “predict,” “project,” “aim,” and similar words, phrases or expressions. These forward-looking statements are based on current expectations and beliefs of the management of Broadcom, as well as assumptions made by, and information currently available to, such management, current market trends and market conditions and involve risks and uncertainties, many of which are outside the Company’s and management’s control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place undue reliance on such statements.

Particular uncertainties that could materially affect future results include risks associated with: the ongoing COVID-19 pandemic, which has had, and will likely continue to have, a negative impact on the global economy and disrupt normal business activity, and which may have an adverse effect on our results of operations; any loss of our significant customers and fluctuations in the timing and volume of significant customer demand; our dependence on contract manufacturing and outsourced supply chain; our dependency on a limited number of suppliers; global economic conditions and concerns; global political and economic conditions; government regulations and administrative proceedings, trade restrictions and trade tensions; our significant indebtedness and the need to generate sufficient cash flows to service and repay such debt; dependence on and risks associated with distributors and resellers of our products; dependence on senior management and our ability to attract and retain qualified personnel; any acquisitions we may make, such as delays, challenges and expenses associated with receiving governmental and regulatory approvals and satisfying other closing conditions, and with integrating acquired businesses with our existing businesses and our ability to achieve the benefits, growth prospects and synergies expected by such acquisitions; involvement in legal proceedings; quarterly and annual fluctuations in operating results; our ability to accurately estimate customers’ demand and adjust our manufacturing and supply chain accordingly; cyclicality in the semiconductor industry or in our target markets; our competitive performance and ability to continue achieving design wins with our customers, as well as the timing of any design wins; prolonged disruptions of our or our contract manufacturers’ manufacturing facilities, warehouses or other significant operations; our ability to improve our manufacturing efficiency and quality; our dependence on outsourced service providers for certain key business services and their ability to execute to our requirements; our ability to maintain or improve gross margin; our ability to protect our intellectual property and the unpredictability of any associated litigation expenses; compatibility of our software products with operating environments, platforms or third-party products; our ability to enter into satisfactory software license agreements; availability of third party software used in our products; use of open source code sources in our products; any expenses or reputational damage associated with resolving customer product warranty and indemnification claims; market acceptance of the end products into which our products are designed; our ability to sell to new types of customers and to keep pace with technological advances; our compliance with privacy and data security laws; our ability to protect against a breach of security systems; fluctuations in foreign exchange rates; our provision for income taxes and overall cash tax costs, legislation that may impact our overall cash tax costs and our ability to maintain tax concessions in certain jurisdictions; and other events and trends on a national, regional and global scale, including those of a political, economic, business, competitive and regulatory nature. Many of the foregoing risks and uncertainties are, and will be, exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result.

Our filings with the Securities and Exchange Commission (“SEC”), which you may obtain for free at the SEC’s website at http://www.sec.gov, discuss some of the important risk factors that may affect our business, results of operations and financial condition. Actual results may vary from the estimates provided. We undertake no intent or obligation to publicly update or revise any of the estimates and other forward-looking statements made in this announcement, whether as a result of new information, future events or otherwise, except as required by law.

Contact:
Broadcom Inc.
Ji Yoo
Investor Relations
408-433-8000
[email protected]

(AVGO-Q)

Cision View original content:https://www.prnewswire.com/news-releases/broadcom-inc-announces-pricing-terms-of-its-private-exchange-offers-of-certain-outstanding-notes-for-new-notes-301386154.html

SOURCE Broadcom Inc.

FedEx Logistics Expands Worldwide Operations with New Office in Korea

FedEx Logistics Expands Worldwide Operations with New Office in Korea

Facility provides end-to-end logistics solutions and other FedEx services

MEMPHIS, Tenn.–(BUSINESS WIRE)–
FedEx Logistics, a subsidiary of FedEx Corp. (NYSE: FDX) and provider of specialty solutions that support FedEx services and facilitate global trade, announced the opening of an office in Seoul, South Korea, in the latest expansion of its worldwide network.

“The new office in Korea complements our global operations, strengthening our position to better serve our customers around the world,” said Patrick Moebel, President of FedEx Trade Networks. “Global customers who trade with Korea and Korean customers alike will benefit from the fully customizable solutions offered by FedEx Logistics. We deliver for our customers by helping them navigate the complexities of global commerce.”

The new FedEx Logistics Korean organization will provide one-source, end-to-end logistics solutions, including international air and ocean cargo services, customs brokerage arrangements, and trade solutions, as well as a range of value-added services.

“This is an exciting moment for FedEx Logistics and one that brings tremendous opportunity,” said Edward Hui, Vice President for Asia Pacific, Middle East, and Africa (AMEA) at FedEx Logistics. “Korea is a key player in international trade. In addition to the substantial enhancement in service level, customers will gain access to the unparalleled global reach of FedEx guided by local, Korean expertise.”

The enhanced FedEx presence in Korea illustrates the company’s role in helping to expand global trade, build nimble supply chains and transport local products and services to customers around the world. The opening follows the company’s latest growth strategy to expand into economies with great potential and reinforces its continuous commitment to delivering best-in-class services. The FedEx Logistics AMEA region works within the global FedEx network to provide customers with logistics solutions to more than 220 countries and territories.

About FedEx Logistics

FedEx Logistics plays a key role within the FedEx portfolio, which connects 99 percent of the world’s gross domestic product (GDP) with its comprehensive suite of specialty logistics solutions. The company provides air and ocean cargo forwarding, supply chain solutions, specialty transportation, cross border e-commerce technology services, customs brokerage arrangements, and trade management tools and data from a single trusted source. For more information, visit fedex.com/logistics.

About FedEx Corp.

FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual revenue of $87 billion, the company offers integrated business solutions through operating companies competing collectively, operating collaboratively and innovating digitally under the respected FedEx brand. Consistently ranked among the world’s most admired and trusted employers, FedEx inspires its 560,000 team members to remain focused on safety, the highest ethical and professional standards and the needs of their customers and communities. FedEx is committed to connecting people and possibilities around the world responsibly and resourcefully, with a goal to achieve carbon-neutral operations by 2040. To learn more, please visit fedex.com/about.

Christina Meek, 901-304-9495

[email protected]

KEYWORDS: Tennessee South Korea United States North America Asia Pacific

INDUSTRY KEYWORDS: Trucking Maritime Air Transport Logistics/Supply Chain Management Other Transport

MEDIA:

Logo
Logo

Vinci Partners Announces R$364 Million Capital Raise For Shopping Mall REIT

RIO DE JANEIRO, Brazil, Sept. 27, 2021 (GLOBE NEWSWIRE) — Vinci Partners Investments Ltd. (NASDAQ: VINP) (“Vinci Partners”, “we”, “us” or “our”), the controlling company of a leading alternative investment platform in Brazil, announced today the closing of the seventh issue of additional quotas for Vinci Shopping Centers FII (“VISC”, “the Fund”), a listed shopping mall REIT managed by Vinci Partners’ Real Estate segment.

VISC is a perpetual capital listed REIT, focused on income generation to its quotaholders through the acquisition of shopping malls in Brazil. This fundraise adds R$364 million of perpetual capital to Vinci Partners’ assets under management (“AUM”) in private market strategies.

With the offering’s proceeds the Fund has acquired stakes in four shopping malls through a R$660 million transaction with Ancar Ivanhoé (“the Company”), one of the pioneer companies in the Brazilian shopping mall sector, reaching full deployment status.

The transaction was comprised of a (i) 21.5% stake of Pantanal Shopping, in Cuiabá, Mato Grosso; (ii) 49.0% stake of Porto Velho Shopping, in Porto Velho, Rondônia; (iii) 40.0% stake of Shopping Boulevard, in Rio de Janeiro, Rio de Janeiro, and (iv) 100% stake of North Shopping Maracanaú, in Maracanaú, Ceará.

“This transaction represents an innovation in the Brazilian REIT market”, said Leandro Bousquet, partner and Head of Real Estate. “We have established a strategic partnership with Ancar Ivonhoé, one of the main shopping mall operators in Brazil, as the Company becomes a relevant quotaholder of VISC. The Fund added high-quality assets to its portfolio, two new state capitals and the first asset in the Midwest region. After this issuance of shares, VISC becomes the largest shopping mall REIT in Brazil in number of assets, with participation in 19 shopping malls across all regions of the country, and over R$2 billion in net asset value.”

About Vinci Partners Real Estate

Vinci Partners’ Real Estate strategy is primarily focused on the acquisition of core, income-generating assets through public real estate funds (REITs). Our real estate strategy invests across various sub-strategies including shopping malls, industrial and logistics, offices, urban commercial properties, and financial instruments related to real estate assets. The team also manages opportunistic development funds.

About Vinci Partners

Vinci Partners is a leading alternative investment platform in Brazil, established in 2009. Vinci Partners’ business segments include private equity, public equities, real estate, credit, infrastructure, hedge funds, and investment products and solutions, each managed by dedicated investment teams with an independent investment committee and decision-making process. We also have a financial advisory business, focusing mostly on pre-initial public offering, or pre-IPO, and merger and acquisition, or M&A, advisory services for Brazilian middle-market companies.

USA Media Contact

Nick Lamplough / Kate Thompson / Katie Villany
Joele Frank, Wilkinson Brimmer Katcher
+1 (212) 355-4449

Brazil Media Contact

Danthi Comunicações
Carla Azevedo ([email protected])
+55 (21) 3114-0779

Investor Contact

[email protected]
NY: +1 (646) 559-8040
RJ: +55 (21) 2159-6240



Regal Beloit And Rexnord Announce Estimated Exchange Ratio And Estimated Amount Of Regal Special Cash Dividend In Connection With Anticipated Completion Of Combination Of Regal And Rexnord’s PMC Business

PR Newswire

BELOIT, Wis. & MILWAUKEE, Sept. 27, 2021 /PRNewswire/ — Regal Beloit Corporation (NYSE: RBC) and Rexnord Corporation (NYSE: RXN) today announced additional details regarding the anticipated completion of the combination of Regal and the Process & Motion Control (“PMC”) Business of Rexnord.  Under the terms of the transaction, Rexnord will spin-off the PMC Business by way of a pro rata dividend (the “Spin-Off Dividend”) of all of the outstanding common stock of Rexnord’s wholly owned subsidiary, Land Newco, Inc. (“Land”), the owner of the PMC Business, to Rexnord stockholders as of the record date for the dividend. Immediately following the spin-off Regal will acquire Land in a stock-for-stock merger pursuant to which Land will become a wholly-owned subsidiary of Regal. Former holders of Land common stock will receive a fraction of a share of Regal common stock for each share of Land common stock they owned immediately prior to the merger.  In connection with the transaction, Regal is expected to pay to stockholders who held Regal common stock prior to the merger a cash dividend (the “Regal Special Cash Dividend”).  As previously disclosed, (a) the record date for the Spin-Off Dividend is the close of business on September 29, 2021 and the payment date is October 4, 2021, subject to satisfaction or waiver of the applicable closing conditions and (b) the record date for the Regal Special Cash Dividend is October 1, 2021 and the payment date is October 5, 2021, subject to satisfaction or waiver of the applicable closing conditions.

Based upon Regal’s and Rexnord’s understanding to date of the characteristics of the shareholders that own both Regal and Rexnord common stock, the number of shares of Regal and Rexnord common stock owned by shareholders that own both Regal and Rexnord common stock and the application of the IRS Private Letter Ruling received by Rexnord, as well as the number of shares of Rexnord common stock expected to be outstanding as of the record date for the Spin-Off Dividend and the number of shares of Regal common stock expected to be outstanding immediately prior to the merger, Regal and Rexnord currently expect that the exchange ratio in the merger will be 0.2230 so that each share of Land common stock will be converted into the right to receive 0.2230 of a share of Regal common stock and that the amount of the Regal Special Cash Dividend will be $6.99 per share of Regal common stock outstanding as of the record date for the Regal Special Cash Dividend (or approximately $284 million in the aggregate).  Regal and Rexnord will announce the final exchange ratio and final amount the Regal Special Cash Dividend on the closing date.

While Regal and Rexnord believe the estimates of the exchange ratio and amount of the Regal Special Cash Dividend are accurate, they remain subject to change until the closing under certain circumstances, including if the estimated number of outstanding shares of Regal common stock changes prior to closing or the estimated number of outstanding shares of Rexnord common stock changes prior to the record date for the Spin-Off Dividend. 

The payment of the Spin-Off Dividend is subject to the satisfaction of certain conditions.  If the conditions are not satisfied, the Spin-Off Dividend will not be paid.  The Regal Special Cash Dividend is conditioned upon completion of the merger.  If the merger is not completed, the Regal Special Cash Dividend will be cancelled and will not be paid. 

No action is required by Rexnord stockholders to receive their shares of Regal common stock in the merger.

No fractional shares of Regal common stock will be issued in the merger, and instead Rexnord stockholders will receive cash in lieu of any fractional share.

About Regal
Regal Beloit Corporation (NYSE: RBC) is a global leader in the engineering and manufacturing of electric motors and controls, power generation, and power transmission products, serving customers throughout the world. Regal creates a better tomorrow by developing and responsibly producing energy-efficient products and systems.

Regal is comprised of four operating segments: Commercial Systems, Industrial Systems, Climate Solutions and Power Transmission Solutions. Regal is headquartered in Beloit, Wisconsin and has manufacturing, sales, and service facilities worldwide. For more information, visit RegalBeloit.com.

About Rexnord

Headquartered in Milwaukee, Wisconsin, Rexnord is comprised of two strategic platforms, Process & Motion Control and Water Management, with approximately 6,800 employees worldwide.

The Process & Motion Control platform designs, manufactures, markets, and services specified, highly engineered mechanical components used within complex systems. The Water Management platform designs, procures, manufactures and markets products that provide and enhance water quality, safety, flow control and conservation. Additional information about Rexnord can be found at www.rexnordcorporation.com.

Forward Looking Statements
This communication contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which reflect Regal’s and Rexnord’s” current estimates, expectations and projections about future results. Such forward-looking statements may include, among other things, statements about the outcome of the variables and resulting adjustment to the exchange ratio in the proposed transaction, the number of shares of Regal common stock to be issued in the merger between Land and a subsidiary of Regal (the “Merger”), the amount, if any, of the Regal special dividend to be paid and the amount of net indebtedness of Regal immediately following the Merger and after giving effect to the amount of Land net indebtedness that becomes indebtedness of the combined company as a result of the Merger, statements regarding the expected closing of the proposed transactions involving Regal, Rexnord and Land (the “Anticipated Transactions”). Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate,” “believe,” “estimate,” “expect” and similar expressions. These forward-looking statements are based upon information currently available to Regal and Rexnord and are subject to a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed in, or implied by, these forward-looking statements. Important factors that could cause actual results to differ materially from the results referred to in the forward-looking statements Regal or Rexnord makes in this communication include: the possibility that the conditions to the consummation of the Anticipated Transaction will not be satisfied or will not be satisfied within the timeframe expected by Regal and Rexnord; changes in the extent and characteristics of the common stockholders of Rexnord and the common shareholders of Regal and its effect pursuant to the Merger Agreement on the number of shares of Regal common stock issuable pursuant to the Anticipated Transaction, magnitude of the dividend payable to Regal shareholders pursuant to the Anticipated Transaction and the extent of indebtedness to be incurred by Regal in connection with the Anticipated Transaction; the determination by Regal and Rexnord of the number of “Qualifying Overlap Shareholders” at the closing of the Anticipated Transaction; the ability to obtain the anticipated tax treatment of the Anticipated Transaction and related transactions; risks associated with any litigation related to the Transaction; and other risks and uncertainties including, but not limited, to those described in the section entitled “Risk Factors” in the Joint Proxy Statement, in Regal’s or Rexnord’s respective Annual Reports on Form 10-K on file with the SEC and from time to time in other filed reports including Regal’s and Rexnord’s Quarterly Reports on Form 10-Q. For a more detailed description of the risk factors associated with Regal and Rexnord, please refer to Regal’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021 on file with the SEC, Rexnord’s Transition Report on Form 10-KT for the transition period from April 1, 2020 to December 31, 2020 filed with the SEC, Rexnord’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 filed with the SEC, and subsequent SEC filings. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this communication are made only as of the date of this communication, and Regal, Rexnord and Land undertake no obligation to update any forward-looking information contained in this communication or with respect to the announcements described herein to reflect subsequent events or circumstances.

Additional Information
This communication does not constitute an offer to buy, or a solicitation of an offer to sell, any securities of Regal, Rexnord or Land. In connection with the Anticipated Transaction, Regal and Land filed registration statements with the SEC registering shares of Regal common stock and Land common stock in connection with the Anticipated Transaction, which have become effective. Regal’s Registration Statement on Form S-4 (No. 333-255982) includes a joint proxy statement/prospectus-information statement relating to the Anticipated Transaction, which has been mailed to Regal shareholders and Rexnord shareholders. Regal shareholders and Rexnord shareholders are urged to read the joint proxy statement/prospectus-information statement and any other relevant documents when they become available, because they contain and will contain important information about Regal, Rexnord, Land and the Anticipated Transaction. The joint proxy statement/prospectus-information statement and other documents relating to the Anticipated Transaction can also be obtained free of charge from the SEC’s website at www.sec.gov. The joint proxy statement/prospectus-information statement and other documents can also be obtained free of charge from Rexnord upon written request to Rexnord Corporation, Investor Relations, 511 Freshwater Way, Milwaukee, WI 53204, or by calling (414) 643-3739 or upon written request to Regal Beloit Corporation, Investor Relations, 200 State Street, Beloit, WI 53511 or by calling (608) 364-8800.

Cision View original content:https://www.prnewswire.com/news-releases/regal-beloit-and-rexnord-announce-estimated-exchange-ratio-and-estimated-amount-of-regal-special-cash-dividend-in-connection-with-anticipated-completion-of-combination-of-regal-and-rexnords-pmc-business-301386148.html

SOURCE Regal Beloit Corporation

NOV Announces Chief Accounting Officer Retirement and Appointment

NOV Announces Chief Accounting Officer Retirement and Appointment

HOUSTON–(BUSINESS WIRE)–
NOV Inc. (NYSE: NOV) today announced Scott K. Duff Vice President, Corporate Controller and Chief Accounting Officer, notified the Company of his intention to retire. Mr. Duff will step down from his current role effective November 1, 2021 and remain employed as an advisor until his retirement on February 28, 2022. Christy H. Novak will succeed Mr. Duff as Vice President, Corporate Controller and Chief Accounting Officer effective November 1, 2021.

“On behalf of the entire organization I would like to thank Scott for his innumerable contributions during his nearly 18-year career with NOV,” commented Jose Bayardo, Senior Vice President and Chief Financial Officer. “Scott’s leadership, underpinned by intelligence, rigor, discipline and integrity, will have a lasting influence on our organization. I am especially grateful for the deep bench of talented professionals he developed and mentored within our accounting organization, including Christy Novak, who will carry forward his legacy of excellence. Scott will be greatly missed by all of us at NOV and we wish him the very best in his retirement.”

“We are excited to announce the promotion of Christy Novak to be NOV’s Chief Accounting Officer. As a key executive within our finance organization over the past 16 years, Christy has proven her capabilities as a builder and leader of high performing teams, a driver of continuous process improvements, and a strong technical accountant. She is a true professional and we are eager to see the positive impact she will have on our accounting group and on the broader organization as a member of the leadership team within NOV.”

Christy Novak has served as NOV’s Vice President of Accounting Systems since August 2020, where she has been leading efforts to design, implement, rationalize, and improve efficiencies of NOV’s accounting systems and processes. From October 2013 to August 2020, she served as the Vice President of Finance for the Company’s Rig Technologies operating segment. During her 16 years with NOV, Ms. Novak has advanced through several positions of increasing responsibility and successfully led initiatives to strengthen and streamline accounting functions. Prior to joining NOV, she spent nearly 10 years in public accounting with Ernst & Young where she served various audit clients in the manufacturing and energy industries. Ms. Novak graduated from Texas A&M University with a BBA in Accounting and is a Certified Public Accountant.

About NOV

NOV (NYSE: NOV) delivers technology-driven solutions to empower the global energy industry. For more than 150 years, NOV has pioneered innovations that enable its customers to safely produce abundant energy while minimizing environmental impact. The energy industry depends on NOV’s deep expertise and technology to continually improve oilfield operations and assist in efforts to advance the energy transition towards a more sustainable future. NOV powers the industry that powers the world.

Visit www.nov.com for more information.

Blake McCarthy

Vice President, Corporate Development and Investor Relations

(713) 815-3535

[email protected]

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Alternative Energy Energy Oil/Gas

MEDIA:

Logo
Logo

Parabellum Acquisition Corp. Announces Pricing of $125,000,000 Initial Public Offering

DALLAS, Sept. 27, 2021 (GLOBE NEWSWIRE) — Parabellum Acquisition Corp. (NYSE: PRBM.U) (the “Company” or “Parabellum”) today announced the pricing of its initial public offering of 12,500,000 units at a price of $10.00 per unit. Each unit consists of one share of common stock and three quarters of one redeemable warrant of the Company. Each whole warrant entitles the holder to purchase one share of common stock of the Company at a price of $11.50 per share. The units will be listed on the New York Stock Exchange (NYSE) and are expected to trade under the ticker symbol “PRBM.U” beginning on September 28, 2021. Once the securities comprising the units begin separate trading, the shares and warrants are expected to be traded on the NYSE under the symbols “PRBM” and “PRBM.WS,” respectively. The offering is expected to close on September 30, 2021, subject to customary closing conditions.

Parabellum is a blank-check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company intends to focus on businesses with an enterprise value of $300 million to $1 billion that have unique propitiatory technologies and business models and are actively engaged in the Internet of Things (“IoT”) transformation in a variety of segments such as consumer, industrial, automotive, medical and others.

B. Riley Securities is the sole book running manager for the offering. The manager has a 45-day option to purchase up to an additional 1,875,000 units solely to cover over-allotments, if any.

Registration statements relating to the securities became effective on September 27, 2021. The offering was made only by means of a prospectus, copies of which may be obtained by contacting B. Riley Securities at 1300 North 17th Street, Suite 1300, Arlington, VA 22209, or by calling (703) 312‐9580  or emailing a request to [email protected] Copies of the registration statements can also be accessed through the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Note Concerning Forward Looking Statements

This news release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

For more information on Parabellum, visit www.parabellumac.com.

Media Contact:
Jen Bernier-Santarini
+1 650-336-4222
[email protected]

 



Eisai Initiates Rolling Submission To The U.S. FDA For Biologics License Application Of Lecanemab (BAN2401) For Early Alzheimer’s Disease Under The Accelerated Approval Pathway

Lecanemab Is An Anti-Amyloid Beta (Aβ) Protofibril Antibody

PR Newswire

TOKYO and CAMBRIDGE, Mass., Sept. 27, 2021 /PRNewswire/ — Eisai Co., Ltd. (Headquarters: Tokyo, CEO: Haruo Naito, “Eisai”) and Biogen Inc. (Nasdaq: BIIB, Corporate headquarters: Cambridge, Massachusetts, CEO: Michel Vounatsos, “Biogen”) today announced that Eisai has initiated a rolling submission to the U.S. Food and Drug Administration (FDA) of a Biologics License Application (BLA) for lecanemab (BAN2401), the company’s investigational anti-amyloid beta (Aβ) protofibril antibody, for the treatment of early Alzheimer’s disease (early AD). The BLA is being submitted under the accelerated approval pathway and is primarily based on clinical, biomarker and safety data from the Phase 2b clinical trial (Study 201) in people with early AD and confirmed amyloid pathology. The lecanemab Phase 2b trial results demonstrated a high degree of Aβ plaque lowering and consistent reduction of clinical decline across several clinical endpoints. The correlation between the extent of Aβ plaque reduction and effect on clinical endpoints in Study 201 further supports Aβ as a surrogate endpoint that is reasonably likely to predict clinical benefit. AD is a serious, progressive and devastating disease with few treatment options. Eisai is utilizing the accelerated approval pathway after discussion with the FDA and aims to bring a new treatment option to people living with early AD, their families and healthcare professionals.

In June 2021, lecanemab was granted Breakthrough Therapy designation, which is an FDA program intended to expedite the development and review of medicines for serious or life threating conditions. Eisai has an agreement with the FDA to submit the BLA for lecanemab as a rolling submission. This agreement allows completed portions of the application to be submitted to the FDA for review on an ongoing basis. After all portions are submitted to the FDA and the agency accepts the BLA, the Prescription Drug User Fee Act (PDUFA) action date (target date for completion of examination) will be set. 

The BLA submission for lecanemab is primarily based on the results of the proof-of-concept Study 201 in 856 patients with mild cognitive impairment (MCI) due to AD and mild AD (collectively known as early AD) with confirmed presence of amyloid pathology. The results were published in a peer-reviewed journal in April 2021.1 Study 201 explored the impact of treatment with lecanemab on reducing brain Aβ and clinical decline. At 18 months of treatment, 10 mg/kg biweekly lecanemab reduced brain amyloid by 0.306 SUVr units (from a baseline mean of 1.37), and over 80% of subjects became amyloid negative by visual read. Furthermore, the extent of reduction in amyloid was correlated with slower clinical decline on ADCOMS (Alzheimer’s Disease Composite Score), CDR-SB (Clinical Dementia Rating-Sum-of-Boxes), and ADAS-cog (Alzheimer Disease Assessment Scale-Cognitive Subscale) at the treatment group and patient level. The rate of amyloid-related imaging abnormalities-edema/effusion (ARIA-E), an adverse event associated with amyloid targeted therapies, for the 10 mg/kg biweekly dosing was 9.9%.

After completion of the Core period and a Gap period off treatment (average of 24 months), all 180 patients in the Study 201 open-label extension study received 10 mg/kg biweekly lecanemab dosing. The data confirmed lecanemab produces reductions of amyloid PET SUVr, with significant reduction occurring as early as 3 months, and >80% of subjects achieved amyloid negative status by visual read in as early as 12 months [link]. Significant amyloid reduction relative to placebo in those exposed to lecanemab in the Core period was maintained while off-treatment over the Gap period. The rate of ARIA-E was consistent with the Core study at around 10%.

The lecanemab Clarity AD Phase 3 clinical trial in early AD is ongoing and completed enrollment in March 2021 with 1,795 patients. The U.S. FDA has agreed that the results of Clarity AD, when completed, can serve as the confirmatory study to verify the clinical benefit of lecanemab. Blinded safety data from Clarity AD will be included to support the BLA.

“With the worldwide population growing and aging, the number of people living with AD is on the rise. AD imposes an enormous burden on not only people living with AD and their families but also for society. We recognize the strong and urgent expectations from stakeholders to further advance a treatment system for this disease. For many years, Eisai has endeavored to understand the anxieties of people living with AD and has been conducting research and development of novel therapies,” said Haruo Naito, Chief Executive Officer at Eisai Co., Ltd. “The lecanemab rolling BLA submission marks a new milestone toward the advancement of a treatment system for AD. As part of our human health care mission, we are committed to bringing new medicines to people living with AD and their families as early as possible.”

“The Alzheimer’s community welcomes scientific innovation that creates more treatment options for people living with this terrible neurodegenerative disease,” said Jeffrey Cummings, M.D., ScD, lecanemab manuscript author and director at the Chambers-Grundy Center for Transformative Neuroscience, University of Nevada Las Vegas. “Based on the efficacy and safety results of the Phase 2b study and preliminary results from the open-label extension study, I am optimistic about the potential lecanemab may have as a treatment choice for patients with early Alzheimer’s to ameliorate the otherwise inevitable decline they face.”

“It is our vision that patients and their families have choice and access to multiple treatment options for Alzheimer’s disease. The rolling submission of lecanemab for FDA review under the accelerated pathway is a positive step toward that goal,” said Michel Vounatsos, Chief Executive Officer at Biogen. “We believe that treatments directed at amyloid beta reduction in the brain have the potential to transform diagnosis and treatment of Alzheimer’s disease. We look forward to continuing to work with Eisai to pioneer science, advance knowledge, and serve the needs of Alzheimer’s patients.”

Contacts

MEDIA CONTACT:

MEDIA CONTACT:

Eisai Co., Ltd.

Biogen Inc.

Public Relations Department

Ashleigh Koss

TEL: +81-(0)3-3817-5120

+ 1-908-205-2572


[email protected]

Eisai Inc. (U.S.)

Libby Holman

INVESTOR CONTACT:

+1-201-753-1945

Biogen Inc.


[email protected]

Mike Hencke

+1-781-464-2442

INVESTOR CONTACT:


[email protected]

Eisai Co., Ltd.

Investor Relations Department

TEL: +81-(0)70-8688-9685

[Notes to editors]

About Lecanemab (BAN2401)
Lecanemab is an investigational humanized monoclonal antibody for Alzheimer’s disease (AD) that is the result of a strategic research alliance between Eisai and BioArctic. Lecanemab selectively binds to neutralize and eliminate soluble, toxic amyloid-beta (Aβ) aggregates (protofibrils) that are thought to contribute to the neurodegenerative process in AD. As such, lecanemab may have the potential to have an effect on disease pathology and to slow down the progression of the disease. With regard to the results from pre-specified analysis at 18 months of treatment, Study 201 demonstrated reduction of brain Aβ accumulation (P<0.0001) and slowing of disease progression measured by ADCOMS* (P<0.05) in early AD subjects. The study did not achieve its primary outcome measure** at 12 months of treatment. The Study 201 open-label extension was initiated after completion of the Core period and a Gap period off treatment (average of 24 months) to evaluate safety and efficacy, and is underway.

Eisai obtained the global rights to study, develop, manufacture and market lecanemab for the treatment of AD pursuant to an agreement concluded with BioArctic in December 2007. In March 2014 Eisai and Biogen entered into a joint development and commercialization agreement for lecanemab and the parties amended that agreement in October 2017. Currently, lecanemab is being studied in a pivotal Phase 3 clinical study in symptomatic early AD (Clarity-AD), following the outcome of the Phase 2 clinical study (Study 201). In July 2020 the Phase 3 clinical study (AHEAD 3-45) for individuals with preclinical AD, meaning they are clinically normal and have intermediate or elevated levels of amyloid in their brains, was initiated. AHEAD 3-45 is conducted as a public-private partnership between the Alzheimer’s Clinical Trial Consortium that provides the infrastructure for academic clinical trials in Alzheimer’s Disease and related dementias in the U.S, funded by the National Institute on Aging, part of the National Institutes of Health, and Eisai.

* Developed by Eisai, ADCOMS (AD Composite Score) combines items from the ADAS-Cog (Alzheimer’s Disease Assessment Scale-cognitive subscale), CDR (Clinical Dementia Rating) and the MMSE (Mini-Mental State Examination) scales to enable a sensitive detection of changes in clinical functions of early AD symptoms and changes in memory.
** An 80% or higher estimated probability of demonstrating 25% or greater slowing in clinical decline at 12 months treatment measured by ADCOMS from baseline compared to placebo

About the Collaboration between Eisai and Biogen for Alzheimer’s Disease
Eisai and Biogen are collaborating on the joint development and commercialization of AD treatments. Eisai serves as the lead in the co-development of lecanemab.

About the Collaboration between Eisai and BioArctic for Alzheimer’s Disease
Since 2005, BioArctic has had a long-term collaboration with Eisai regarding the development and commercialization of drugs for the treatment of AD. The commercialization agreement on the lecanemab antibody was signed in December 2007, and the development and commercialization agreement on the antibody lecanemab back-up for AD, which was signed in May 2015. Eisai is responsible for the clinical development, application for market approval and commercialization of the products for AD. BioArctic has no development costs for lecanemab in AD.

About Eisai Co., Ltd.
Eisai Co., Ltd. is a leading global pharmaceutical company headquartered in Japan. Eisai’s corporate philosophy is based on the human health care (hhc) concept, which is to give first thought to patients and their families, and to increase the benefits that health care provides to them. With a global network of R&D facilities, manufacturing sites and marketing subsidiaries, we strive to realize our hhc philosophy by delivering innovative products to target diseases with high unmet medical needs, with a particular focus in our strategic areas of Neurology and Oncology.

Leveraging the experience gained from the development and marketing of a treatment for Alzheimer’s disease, Eisai aims to establish the “Eisai Dementia Platform.” Through this platform, Eisai plans to deliver novel benefits to those living with dementia and their families through constructing a “Dementia Ecosystem,” by collaborating with partners such as medical organizations, diagnostic development companies, research organizations, and bio-ventures in addition to private insurance agencies, finance industries, fitness clubs, automobile makers, retailers, and care facilities. For more information about Eisai Co., Ltd., please visit https://www.eisai.com.

About Biogen
At Biogen, our mission is clear: we are pioneers in neuroscience. Biogen discovers, develops and delivers worldwide innovative therapies for people living with serious neurological and neurodegenerative diseases as well as related therapeutic adjacencies. One of the world’s first global biotechnology companies, Biogen was founded in 1978 by Charles Weissmann, Heinz Schaller, Kenneth Murray and Nobel Prize winners Walter Gilbert and Phillip Sharp. Today Biogen has the leading portfolio of medicines to treat multiple sclerosis, has introduced the first approved treatment for spinal muscular atrophy, commercializes biosimilars of advanced biologics and is focused on advancing research programs in multiple sclerosis and neuroimmunology, Alzheimer’s disease and dementia, neuromuscular disorders, movement disorders, ophthalmology, neuropsychiatry, immunology, acute neurology and neuropathic pain.

We routinely post information that may be important to investors on our website at www.biogen.com. Follow us on social media – Twitter, LinkedIn, Facebook, YouTube

Reference
1: Alzheimer’s Research & Therapy volume 13, Article number: 80 (2021)
https://alzres.biomedcentral.com/articles/10.1186/s13195-021-00813-8

Biogen Safe Harbor
This news release contains forward-looking statements, including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, about the potential clinical effects of lecanemab; the potential benefits, safety and efficacy of lecanemab and ADUHELM; potential regulatory discussions, submissions and approvals and the timing thereof; the expected data readout for the Clarity AD study; the treatment of Alzheimer’s disease; the anticipated benefits and potential of Biogen’s collaboration arrangements with Eisai; the potential of Biogen’s commercial business and pipeline programs, including lecanemab and ADUHELM; and risks and uncertainties associated with drug development and commercialization. These statements may be identified by words such as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “possible,” “potential,” “will,” “would” and other words and terms of similar meaning. Drug development and commercialization involve a high degree of risk, and only a small number of research and development programs result in commercialization of a product. Results in early-stage clinical trials may not be indicative of full results or results from later stage or larger scale clinical trials and do not ensure regulatory approval. You should not place undue reliance on these statements or the scientific data presented.

These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements, including without limitation unexpected concerns that may arise from additional data, analysis or results obtained during clinical trials; the occurrence of adverse safety events; risks of unexpected costs or delays; the risk of other unexpected hurdles; regulatory submissions may take longer or be more difficult to complete than expected; regulatory authorities may require additional information or further studies, or may fail or refuse to approve or may delay approval of Biogen’s drug candidates, including lecanemab; actual timing and content of submissions to and decisions made by the regulatory authorities regarding lecanemab; uncertainty of success in the development and potential commercialization of lecanemab; failure to protect and enforce Biogen’s data, intellectual property and other proprietary rights and uncertainties relating to intellectual property claims and challenges; product liability claims; third party collaboration risks; and the direct and indirect impacts of the ongoing COVID-19 pandemic on Biogen’s business, results of operations and financial condition. The foregoing sets forth many, but not all, of the factors that could cause actual results to differ from Biogen’s expectations in any forward-looking statement. Investors should consider this cautionary statement as well as the risk factors identified in Biogen’s most recent annual or quarterly report and in other reports Biogen has filed with the U.S. Securities and Exchange Commission. These statements are based on Biogen’s current beliefs and expectations and speak only as of the date of this news release. Biogen does not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

###

Cision View original content:https://www.prnewswire.com/news-releases/eisai-initiates-rolling-submission-to-the-us-fda-for-biologics-license-application-of-lecanemab-ban2401-for-early-alzheimers-disease-under-the-accelerated-approval-pathway-301386121.html

SOURCE Eisai Inc.