Market Newsdesk

Blackstone Completes Acquisition of Majority Stake of Copeland, Formerly Emerson Climate Technologies

Rebrand to Copeland Reflects 100-Year Legacy of Leadership in HVAC and Refrigeration Technology and Solutions

Sustainable Climate Solutions Leader Positioned for Next Phase of Growth with Enhanced Focus on Innovation to Transform How People Live and Work

Emerson Receives Approximately $9.7 Billion in Upfront, Pre-Tax Cash Proceeds and $2.25 Billion Seller’s Note; Retains 40% Common Equity Ownership

NEW YORK & ST. LOUIS–(BUSINESS WIRE)–
Blackstone (NYSE: BX) and Emerson (NYSE: EMR) today announced that private equity funds managed by Blackstone (“Blackstone”) have completed the previously announced acquisition of a majority stake in Emerson’s Climate Technologies business in a transaction valuing the business at $14.0 billion. This closing marks a significant milestone in the HVAC and refrigeration (HVACR) industry leader’s journey to advance the next generation of climate technologies.

The new standalone business will be named Copeland – building on the brand’s 100-year legacy, global recognition and influence across the HVACR industry. As a standalone company focused on serving the global HVACR market, Copeland’s product portfolio includes market-leading compressors, controls, thermostats, valves, software and monitoring solutions for residential, commercial and industrial customers. Copeland had fiscal 2022 net sales of $5.0 billion.

“Copeland has long been a pioneer in the HVAC and refrigeration industries with unmatched capabilities in engineering, design and innovation,” said Ross B. Shuster, Chief Executive Officer of Copeland. “With the focus that comes from being a standalone company, and the support of our shareholders, Blackstone and Emerson, we plan to extend the company’s leadership position in the industry and develop new and integrated climate technology solutions. The Copeland business is made up of over 18,000 talented team members, who are aligned and committed to developing technologies and solutions that drive decarbonization at scale, accelerate the global trend of electrification and deliver greater value for our customers and end users.”

Copeland is poised to build on its iconic brand and trusted expertise to shape the future of climate technology. The company’s products, expertise and innovation play a key role in improving the energy efficiency of heating and cooling solutions – including the rapidly growing market for electric heat pumps and climate-friendly refrigerants, which are seeing strong demand and global adoption given their potential to reduce the environmental impact and carbon emissions of HVAC systems.

“Copeland has grown into the market leader in supplying critical components for residential, commercial and industrial climate control solutions, and we are thrilled to support its next phase of growth as a world-class standalone company,” said Joe Baratta, Global Head of Blackstone Private Equity. “Leveraging Blackstone’s long track-record of successful large-scale corporate partnerships, we look forward to working with the Copeland and Emerson teams to accelerate the company’s profitable, long-term growth. We’re confident in the runway ahead to advance Copeland’s industry leading position by delivering even more innovative, energy-efficient solutions to support its customers’ carbon reduction efforts.”

“We are pleased to complete this significant transaction, an important milestone in Emerson’s portfolio transformation into a cohesive global automation leader,” said Lal Karsanbhai, President and Chief Executive Officer of Emerson. “The upfront proceeds from this transaction allow Emerson to advance our portfolio in attractive, higher-growth automation markets, while our remaining non-controlling investment enables Emerson to benefit from Copeland’s future upside under Blackstone’s ownership, until we exit the business. With our focused portfolio, we are bringing comprehensive automation products, software and solutions to a diverse set of end markets, driving operational excellence and enhancing value creation for Emerson shareholders.”

Copeland will continue to operate from St. Louis, while maintaining a global footprint to serve customers in Europe, Latin America, Asia, Middle East and Africa.

Learn more about Copeland’s sustainable solutions at Copeland.com.

Ownership and Financial Details

Copeland is owned by a joint venture between Blackstone and Emerson. Under the final terms of the purchase agreement, Blackstone will have a controlling ownership interest of 60% of Copeland, up from 55% when the transaction was announced.

Pursuant to the terms of the transaction, Emerson received upfront, pre-tax cash proceeds of approximately $9.7 billion at close, an increase of $0.2 billion from when the transaction was announced given Blackstone’s decision to purchase an additional 5% of the common equity. Emerson’s continuing investment in the business is composed of a seller’s note with a face value of $2.25 billion and 40% non-controlling common equity ownership with a transaction value of $1.7 billion.

Advisors

Centerview Partners LLC and Goldman Sachs & Co. LLC served as financial advisors to Emerson, and Davis Polk & Wardwell LLP served as legal counsel, and Baker McKenzie LLP served as international legal advisor. Barclays served as lead financial advisor to Blackstone. Guggenheim Securities, LLC and Evercore also provided financial advisory services to Blackstone. The ABL revolver, TLB and Senior Secured Notes were led by Wells Fargo, RBC Capital Markets, LLC and Barclays, respectively. Simpson Thacher & Bartlett LLP acted as legal counsel to Blackstone.

About Copeland

Copeland, a global provider of sustainable climate solutions, combines category-leading brands in compression, controls, software and monitoring for heating, cooling and refrigeration. With best-in-class engineering and design and the broadest portfolio of modulated solutions, we’re not just setting the standard for compressor leadership; we’re pioneering its evolution. Combining our technology with our smart energy management solutions, we can regulate, track and optimize conditions to help protect temperature-sensitive goods over land and sea, while delivering comfort in any space. Through energy-efficient products, regulation-ready solutions and expertise, we’re revolutionizing the next generation of climate technology for the better. For more information, visit Copeland.com.

About Blackstone

Blackstone is the world’s largest alternative asset manager. We seek to create positive economic impact and long-term value for our investors, the companies we invest in and the communities in which we work. We do this by using extraordinary people and flexible capital to help companies solve problems. Our $991 billion in assets under management include investment vehicles focused on private equity, real estate, public equity, infrastructure, life sciences, growth equity, liquid and private credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com. Follow @blackstone on LinkedIn, Twitter and Instagram.

About Emerson

Emerson (NYSE: EMR) is a global technology and software company providing innovative solutions for the world’s essential industries. Through its leading automation portfolio, including its majority stake in AspenTech, Emerson helps hybrid, process and discrete manufacturers optimize operations, protect personnel, reduce emissions and achieve their sustainability goals. For more information, visit Emerson.com.

Forward-Looking and Cautionary Statements

Statements in this press release that are not strictly historical may be “forward-looking” statements, which involve risks and uncertainties, and none of Blackstone, Emerson or Copeland undertakes any obligation to update any such statements to reflect later developments. These risks and uncertainties include the companies’ ability to successfully complete on the terms and conditions contemplated, and the financial impact of, the proposed transactions referenced herein, the scope, duration and ultimate impacts of the COVID-19 pandemic and the Russia-Ukraine conflict, as well as economic and currency conditions, market demand, including related to the pandemic and oil and gas price declines and volatility, pricing, protection of intellectual property, cybersecurity, tariffs, competitive and technological factors, inflation, among others, as set forth in Blackstone and Emerson’s most recent Annual Reports on Form 10-K and subsequent reports filed with the SEC.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230531005966/en/

For Copeland:

Libby Panke

[email protected]

314-719-7521

For Blackstone:

Matt Anderson

[email protected]

212-390-2472

Mariel Seidman-Gati

[email protected]

646-482-3712

For Emerson:

Investors

Colleen Mettler

314-553-2197

Media

Jim Golden / Joseph Sala / Tanner Kaufman

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

KEYWORDS: New York Missouri United States North America

INDUSTRY KEYWORDS: Environment Technology Finance Professional Services Sustainability Software Green Technology Electronic Design Automation Asset Management

MEDIA:

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Bruker to Host Investor Day on June 15th, 2023

BILLERICA, Mass.–(BUSINESS WIRE)–Bruker Corporation (Nasdaq: BRKR) today announced the Company will host an Investor Day on June 15th, 2023, starting at 10:00 AM EDT, at Bruker’s Headquarters located at 40 Manning Road, Billerica, MA, with the live webcast starting at 11:00 AM EDT.

Bruker’s 2023 Investor Day will provide a deeper look into the Company’s strategies and Project Accelerate 2.0 initiatives, with a particular focus on the two key themes of Proteomics and Spatial Biology. Bruker also intends to communicate its outlook for medium-term financial performance at the event. The event will begin with demo lab tours highlighting the capabilities of our timsTOF life science mass spectrometry, NMR, and Spatial Biology technologies, followed by management presentations and videos, and concluding with a live Q&A session.

The management presentations and Q&A portions of the Investor Day will be webcast live, beginning at approximately 11:00 am EDT, and concluding at approximately 1:30 pm EDT. A link to the Investor Day webcast will be available in the Events & Presentations section of the Company’s Investor Relations website at https://ir.bruker.com. A replay will be available on Bruker’s Investor Relations website after the conclusion of the event. The demo lab tours from 10:00am EDT to 11:00 am EDT will not be webcast.

For more information regarding in-person attendance, please reach out to our Investor Relations team at [email protected].

About Bruker Corporation (Nasdaq: BRKR)

Bruker is enabling scientists to make breakthrough discoveries and develop new applications that improve the quality of human life. Bruker’s high performance scientific instruments and high value analytical and diagnostic solutions enable scientists to explore life and materials at molecular, cellular, and microscopic levels. In close cooperation with our customers, Bruker is enabling innovation, improved productivity, and customer success in life-science molecular and cell biology research, in applied and pharma applications, in microscopy and nanoanalysis, as well as in industrial research, semiconductor metrology and cleantech applications. Bruker offers differentiated, high-value life science and diagnostics systems and solutions in preclinical imaging, clinical phenomics research, proteomics and multiomics, spatial and single-cell biology, functional structural and condensate biology, as well as in clinical microbiology and molecular diagnostics. For more information, please visit: www.bruker.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230531005984/en/

Justin Ward

Sr. Director, Investor Relations & Corporate Development

Bruker Corporation

T: +1 (978) 313-5800

E: [email protected]

KEYWORDS: United States North America Massachusetts

INDUSTRY KEYWORDS: Research Technology Medical Devices Semiconductor Health Technology Nanotechnology Biotechnology Pharmaceutical Health Science

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Kinder Morgan to Increase Storage Capacity on Its Texas Intrastate System

Expansion project will increase working storage capacity by more than 6 Bcf

HOUSTON–(BUSINESS WIRE)–
Kinder Morgan, Inc. (NYSE: KMI) today announced its plan to expand the working gas storage capacity at its Markham Storage facility (Markham) in Matagorda County along the Texas Gulf Coast. KMI has reached an agreement with Underground Services Markham, LLC, a subsidiary of Texas Brine Company LLC, to lease an additional cavern at Markham to provide more than 6 billion cubic feet (Bcf) of incremental working gas storage capacity and 650 million cubic feet per day (MMcf/d) of incremental withdrawal capacity on KMI’s extensive Texas intrastate pipeline system. Anchor shippers have subscribed to approximately half of the available capacity under long-term agreements, and commercial in-service for the project is expected in January 2024.

“During Winter Storm Uri, KMI’s storage portfolio was critical to supplying human needs customers in Texas while also providing much needed supply to numerous electric generation facilities during the storm. We are pleased to increase our natural gas storage solutions to further support Texas customers, particularly during severe weather events,” said KMI Natural Gas Midstream President Tom Dender. “Storage capabilities on highly utilized assets are critical to support Texas’ ability to respond to an energy crisis and ensure energy reliability as renewables become a greater portion of the state’s energy mix. This expansion will provide much needed capacity that could supply gas-fired electric generation facilities within ERCOT and provide electric service to well in excess of one million homes in Texas.”

Prior to the expansion, Markham had 21.8 Bcf of working gas storage capacity with peak delivery of 1.1 Bcf/day of natural gas with multiple receipt and delivery points on KMI’s nearly 7,000-mile Texas intrastate system. Interested shippers can obtain more information by contacting Larry Bell, Chief Commercial Officer of Intrastate Pipelines in KMI’s Midstream Group at 713.369.8776 or [email protected].

About Kinder Morgan, Inc.

Kinder Morgan, Inc. (NYSE: KMI) is one of the largest energy infrastructure companies in North America. Access to reliable, affordable energy is a critical component for improving lives around the world. We are committed to providing energy transportation and storage services in a safe, efficient and environmentally responsible manner for the benefit of the people, communities and businesses we serve. We own an interest in or operate approximately 82,000 miles of pipelines, 140 terminals, and 700 billion cubic feet of working natural gas storage capacity and have renewable natural gas generation capacity of approximately 2.2 Bcf per year of gross production with up to an additional 5.2 Bcf in development. Our pipelines transport natural gas, refined petroleum products, crude oil, condensate, CO₂ and other products, and our terminals store and handle various commodities including gasoline, diesel fuel, chemicals, ethanol, metals and petroleum coke. Learn more about our work advancing energy solutions on the lower carbon initiatives page at www.kindermorgan.com.

About Texas Brine Company, LLC

Texas Brine is a family-owned business based in Houston, Texas with a proud heritage in salt-related businesses. Founded in 1946, Texas Brine helped pioneer the commercial production of brine through solution mining in Texas salt domes and co-founded the Solution Mining Research Institute to promote understanding and expertise in this evolving field. We currently supply approximately a third of the brine requirements of the chlor-alkali industry – creating millions of barrels of storage capacity per year. Our underground caverns developed through brine production are designed to meet storage needs for a wide variety of gas and liquid products. Our focus is on the needs of our customers, from operating customer-owned assets to developing and owning greenfield sites dedicated to a customer’s plant. Due to this commitment to service, it is no surprise that Texas Brine has customer relationships that span half a century. The Markham site, created as a result of brine production by Texas Brine from natural salt deposits, has been in use for more than 30 years for storage of natural gas and has the infrastructure to support this expansion. For more information, visit the Texas Brine website and follow us on LinkedIn.

Important Information Relating to Forward-Looking Statements

This news release includes forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities and Exchange Act of 1934. Generally the words “expects,” “believes,” anticipates,” “plans,” “will,” “shall,” “estimates,” and similar expressions identify forward-looking statements, which are not historical in nature. Forward-looking statements in this news release include express or implied statements concerning the anticipated capacity, timing and benefits of the proposed Markham Storage Expansion project. Forward-looking statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management, based on information currently available to them. Although KMI believes that these forward-looking statements are based on reasonable assumptions, it can give no assurance as to when or if any such forward-looking statements will materialize or their ultimate impact on KMI’s operations or financial condition. Important factors that could cause actual results to differ materially from those expressed in or implied by these forward-looking statements include the risks and uncertainties described in KMI’s reports filed with the Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K for the year-ended December 31, 2022 (under the headings “Risk Factors” and “Information Regarding Forward-Looking Statements” and elsewhere) and its subsequent reports, which are available through the SEC’s EDGAR system at www.sec.gov and on KMI’s website at ir.kindermorgan.com. Forward-looking statements speak only as of the date they were made, and except to the extent required by law, KMI undertakes no obligation to update any forward-looking statement because of new information, future events or other factors. Because of these risks and uncertainties, readers should not place undue reliance on these forward-looking statements.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230530005589/en/

Katherine Hill

Media Relations

(713) 369-9176

[email protected]

Investor Relations

(800) 348-7320

[email protected]

www.kindermorgan.com

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Other Energy Oil/Gas Natural Resources Alternative Energy Energy Chemicals/Plastics Mining/Minerals Manufacturing

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Posted on May 31, 2023 4:36 pm

Space Flight Laboratory Selects Rocket Lab to Launch Telesat Broadband Satellite

Space Flight Laboratory Selects Rocket Lab to Launch Telesat Broadband Satellite

LONG BEACH, Calif.–(BUSINESS WIRE)–
Rocket Lab USA, Inc. (Nasdaq: RKLB) (“Rocket Lab” or “the Company”), a global leader in launch services and space systems, today announced it has signed a deal to launch the LEO 3 satellite for global satellite operator Telesat (Nasdaq and TSX: TSAT) on an Electron mission scheduled for Q3, 2023. The satellite has been built and manifested to Electron by mission management provider and satellite developer Space Flight Laboratory (SFL) of Toronto.

The LEO 3 demonstration satellite will provide continuity for customer and ecosystem vendor testing campaigns following the decommissioning of Telesat’s Phase 1 LEO satellite. Once deployed to orbit, LEO 3 will operate under an existing ITU network filing for Telesat Lightspeed, the company’s enterprise-class LEO constellation.

The Electron mission that will carry the LEO 3 satellite is scheduled for lift-off from Rocket Lab Launch Complex 1 in New Zealand no earlier than Q3 2023. To meet Telesat’s program requirements, SFL has selected Rocket Lab to deliver the satellite to space on an accelerated timeline within four months of contract signing.

The launch of LEO 3 for Telesat and SFL follows the successful deployment of three satellites built by SFL for radio frequency data analytics company HawkEye 360, which launched on the first Electron mission of the year in January 2023.

Rocket Lab Senior Director of Global Launch Services Brian Rogers said: “As the only U.S. small rocket to successfully deliver satellites to orbit this year, Electron remains the undisputed small launch leader for reliable and regular satellite delivery to orbit. Whether it’s a dedicated or rideshare mission, our customers know they can rely on Electron to get their satellites delivered.”

“Electron was selected to launch LEO 3 given Rocket Lab’s ability to meet the mission’s special orbital requirements and the desire for rapid turnaround,” says Dr. Robert Zee, Director, SFL. “As a complete mission provider, we are pleased to have been able to identify and secure this launch to meet Telesat’s commercial needs.”

+ About Rocket Lab

Founded in 2006, Rocket Lab is an end-to-end space company with an established track record of mission success. We deliver reliable launch services, satellite manufacture, spacecraft components, and on-orbit management solutions that make it faster, easier and more affordable to access space. Headquartered in Long Beach, California, Rocket Lab designs and manufactures the Electron small orbital launch vehicle, the Photon satellite platform and the Company is developing the large Neutron launch vehicle for constellation deployment. Since its first orbital launch in January 2018, Rocket Lab’s Electron launch vehicle has become the second most frequently launched U.S. rocket annually and has delivered 163 satellites to orbit for private and public sector organizations, enabling operations in national security, scientific research, space debris mitigation, Earth observation, climate monitoring, and communications. Rocket Lab’s Photon spacecraft platform has been selected to support NASA missions to the Moon and Mars, as well as the first private commercial mission to Venus. Rocket Lab has three launch pads at two launch sites, including two launch pads at a private orbital launch site located in New Zealand and a third launch pad in Virginia. To learn more, visit www.rocketlabusa.com.

+ About SPACE FLIGHT LABORATORY (SFL)

SFL generates bigger returns from smaller, lower cost satellites. Small satellites built by SFL consistently push the performance envelope and disrupt the traditional cost paradigm. Satellites are built with advanced power systems, stringent attitude control and high-volume data capacity that are striking relative to the budget. SFL arranges launches globally and maintains a mission control center accessing ground stations worldwide. The pioneering and barrier-breaking work of SFL is a key enabler to tomorrow’s cost-aggressive satellites and constellations. (www.utias-sfl.net)

+ FORWARD LOOKING STATEMENTS

This press release may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Rocket Lab’s current expectations and beliefs concerning future developments and their potential effects. These forward-looking statements involve a number of risks, uncertainties (many of which are beyond Rocket Lab’s control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including risks related to the global COVID-19 pandemic; risks related to government restrictions and lock-downs in New Zealand and other countries in which we operate that could delay or suspend our operations; delays and disruptions in expansion efforts; our dependence on a limited number of customers; the harsh and unpredictable environment of space in which our products operate which could adversely affect our launch vehicle and spacecraft; increased congestion from the proliferation of low Earth orbit constellations which could materially increase the risk of potential collision with space debris or another spacecraft and limit or impair our launch flexibility and/or access to our own orbital slots; increased competition in our industry due in part to rapid technological development and decreasing costs; technological change in our industry which we may not be able to keep up with or which may render our services uncompetitive; average selling price trends; failure of our launch vehicles, spacecraft and components to operate as intended either due to our error in design in production or through no fault of our own; launch schedule disruptions; supply chain disruptions, product delays or failures; design and engineering flaws; launch failures; natural disasters and epidemics or pandemics; changes in governmental regulations including with respect to trade and export restrictions, or in the status of our regulatory approvals or applications; or other events that force us to cancel or reschedule launches, including customer contractual rescheduling and termination rights; risks that acquisitions may not be completed on the anticipated time frame or at all or do not achieve the anticipated benefits and results; and the other risks detailed from time to time in Rocket Lab’s filings with the Securities and Exchange Commission (the “SEC”), including under the heading “Risk Factors” in Rocket Lab’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 7, 2023, and elsewhere (including that the impact of the COVID-19 pandemic may also exacerbate the risks discussed therein). There can be no assurance that the future developments affecting Rocket Lab will be those that we have anticipated. Except as required by law, Rocket Lab is not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230531005951/en/

Rocket Lab Media Contact

Mike Atchue

[email protected]

Dr. Robert E. Zee

SFL Director

1-416-667-7400

[email protected]

Follow SFL on Twitter @SFL_SmallerSats

KEYWORDS: United States North America Canada California

INDUSTRY KEYWORDS: Engineering Technology Satellite Aerospace Manufacturing Hardware

MEDIA:

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Ecolab Schedules Webcast of Industry Conference for June 7, 2023

ST. PAUL, Minn.–(BUSINESS WIRE)–
Scott Kirkland, Ecolab Inc. chief financial officer, will address financial analysts at the Deutsche Bank Global Industrials, Materials & Building Products Conference on Wednesday, June 7. Ecolab will offer a webcast of Mr. Kirkland’s presentation. Details for the webcast are as follows:

TIME:	9:20 a.m. Eastern Time
DATE:	Wednesday, June 7
DURATION:	Approximately 30 minutes
LOCATION:	www.ecolab.com/investor
ARCHIVE:	A replay of the webcast will be available through July 1, 2023.

To access the webcast, visit the News and Events section of Ecolab’s Investor website at www.ecolab.com/investor and click on the webcast details.

About Ecolab

A trusted partner for millions of customers, Ecolab (NYSE:ECL) is a global sustainability leader offering water, hygiene and infection prevention solutions and services that protect people and the resources vital to life. Building on a century of innovation, Ecolab has annual sales of $14 billion, employs more than 47,000 associates and operates in more than 170 countries around the world. The company delivers comprehensive science-based solutions, data-driven insights and world-class service to advance food safety, maintain clean and safe environments, and optimize water and energy use. Ecolab’s innovative solutions improve operational efficiencies and sustainability for customers in the food, healthcare, life sciences, hospitality and industrial markets. www.ecolab.com

Follow us on LinkedIn @Ecolab, Twitter @Ecolab, Instagram @Ecolab_Inc and Facebook @Ecolab.

(ECL-C)

View source version on businesswire.com: https://www.businesswire.com/news/home/20230531005954/en/

Investor Contacts:

Andrew Hedberg

+1 651 250 2185

Cairn Clark

+1 651 250 2291

KEYWORDS: United States North America Minnesota

INDUSTRY KEYWORDS: Environment Construction & Property Chemicals/Plastics Sustainability Building Systems Manufacturing Other Health Health Science Other Science

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Posted on May 31, 2023 4:35 pm

The Real Brokerage to Present at the William Blair 43rd Annual Growth Stock Conference

The Real Brokerage to Present at the William Blair 43rd Annual Growth Stock Conference

TORONTO & NEW YORK–(BUSINESS WIRE)–
The Real Brokerage Inc. (TSX: REAX) (NASDAQ: REAX), the fastest-growing publicly traded real estate brokerage, today announced that Chairman and Chief Executive Officer Tamir Poleg will be presenting at the William Blair 43rd Annual Growth Stock Conference at the Loews Chicago Hotel in Chicago, Illinois on Wednesday June 7, 2023 at 12:40 p.m. CT.

Real’s remarks will be broadcast live and can be accessed by interested parties at the link below, and in the “Investors” section of www.onereal.com.

Date: Wednesday, June 7, 2023

Time: 12:40 p.m. CT

Webcast link: https://wsw.com/webcast/blair79/reax/1941408

About Real

The Real Brokerage Inc. is revolutionizing the residential real estate industry by pairing best-in-class technology with the trusted guidance of the agent-led experience. Real delivers a cloud-based platform to improve efficiencies and empower agents to provide a seamless end-to-end experience for home buyers and sellers. The company was founded in 2014 and serves 47 states, D.C., and four Canadian provinces with over 10,000 agents. Additional information can be found on its website at www.onereal.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230531005746/en/

For additional information:

Jason Lee

Vice President, Capital Markets & Investor Relations

[email protected]

908.280.2515

For media inquiries:

Elisabeth Warrick

Director, Communications

[email protected]

201.564.4221

KEYWORDS: United States North America Canada New York

INDUSTRY KEYWORDS: Data Management Technology Residential Building & Real Estate Construction & Property Software Networks

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Certain BlackRock Closed-End Funds Announce Estimated Sources of Distributions

NEW YORK–(BUSINESS WIRE)–
Today, BlackRock Resources & Commodities Strategy Trust (NYSE: BCX), BlackRock Enhanced Equity Dividend Trust (NYSE: BDJ), BlackRock Energy and Resources Trust (NYSE: BGR), BlackRock Enhanced International Dividend Trust (NYSE: BGY), BlackRock Health Sciences Trust (NYSE: BME), BlackRock Health Sciences Term Trust (NYSE: BMEZ), BlackRock Enhanced Global Dividend Trust (NYSE: BOE), BlackRock Utilities, Infrastructure & Power Opportunities Trust (NYSE: BUI), BlackRock Enhanced Capital and Income Fund, Inc. (NYSE: CII), BlackRock Science and Technology Trust (NYSE: BST), BlackRock Science and Technology Term Trust (NYSE: BSTZ), BlackRock Innovation and Growth Term Trust (NYSE: BIGZ), BlackRock Enhanced Government Fund, Inc. (NYSE: EGF), BlackRock Debt Strategies Fund, Inc. (NYSE: DSU), BlackRock Floating Rate Income Strategies Fund, Inc. (NYSE: FRA), BlackRock Floating Rate Income Trust (NYSE: BGT), BlackRock Corporate High Yield Fund, Inc. (NYSE: HYT), BlackRock Credit Allocation Income Trust (NYSE: BTZ), BlackRock Limited Duration Income Trust (NYSE: BLW), BlackRock Core Bond Trust (NYSE: BHK), BlackRock Multi-Sector Income Trust (NYSE: BIT), BlackRock Capital Allocation Term Trust (NYSE: BCAT), and BlackRock ESG Capital Allocation Term Trust (NYSE: ECAT) (collectively, the “Funds”) paid the following distributions per share:

Fund	Pay Date	Per Share
BCX	May 31, 2023	$0.051800
BDJ	May 31, 2023	$0.056200
BGR	May 31, 2023	$0.065700
BGY	May 31, 2023	$0.033800
BME	May 31, 2023	$0.213000
BMEZ	May 31, 2023	$0.145000
BOE	May 31, 2023	$0.063000
BUI	May 31, 2023	$0.121000
CII	May 31, 2023	$0.099500
BST	May 31, 2023	$0.250000
BSTZ	May 31, 2023	$0.161300
BIGZ	May 31, 2023	$0.070000
EGF	May 31, 2023	$0.041000
DSU	May 31, 2023	$0.086800
FRA	May 31, 2023	$0.111600
BGT	May 31, 2023	$0.108300
HYT	May 31, 2023	$0.077900
BTZ	May 31, 2023	$0.083900
BLW	May 31, 2023	$0.098100
BHK	May 31, 2023	$0.074600
BIT	May 31, 2023	$0.123700
BCAT	May 31, 2023	$0.127500
ECAT	May 31, 2023	$0.125000

Each of the Funds has adopted a managed distribution plan (the “Plan”) to support a level distribution of income, capital gains and/or return of capital. The fixed amounts distributed per share are subject to change at the discretion of each Fund’s Board of Directors/Trustees. Under its Plan, each Fund will distribute all available net income to its shareholders, consistent with its primary investment objectives and as required by the Internal Revenue Code of 1986, as amended (the “Code”). If sufficient net income is not available on a monthly basis, the Funds will distribute long-term capital gains and/or return capital to their shareholders in order to maintain a level distribution.

The Funds’ estimated sources of the distributions paid this month and for their current fiscal year are as follows:

Estimated Allocations as of May 31, 2023
Fund	Distribution	Net Income	Net Realized Short-Term Gains	Net Realized Long-Term Gains		Return of Capital
BCX1	$0.051800	$0.044283 (85%)	$0 (0%)	$0 (0%)		$0.007517 (15%)
BDJ	$0.056200	$0.022329 (40%)	$0 (0%)	$0.033871 (60%)		$0 (0%)
BGR1	$0.065700	$0.011884 (18%)	$0 (0%)	$0 (0%)		$0.053816 (82%)
BGY1	$0.033800	$0.021649 (64%)	$0 (0%)	$0.012151 (36%)		$0 (0%)
BME1	$0.213000	$0 (0%)	$0 (0%)	$0.213000 (100%)		$0 (0%)
BMEZ1	$0.145000	$0 (0%)	$0 (0%)	$0 (0%)		$0.145000 (100%)
BOE1	$0.063000	$0.023595 (37%)	$0 (0%)	$0 (0%)		$0.039405 (63%)
BUI1	$0.121000	$0.098481 (81%)	$0.022519 (19%)	$0 (0%)		$0 (0%)
CII	$0.099500	$0 (0%)	$0 (0%)	$0.099500 (100%)		$0 (0%)
BST1	$0.250000	$0 (0%)	$0 (0%)	$0.000389 (0%)		$0.249611 (100%)
BSTZ1	$0.161300	$0 (0%)	$0 (0%)	$0 (0%)		$0.161300 (100%)
BIGZ1	$0.070000	$0 (0%)	$0 (0%)	$0 (0%)		$0.070000 (100%)
EGF1	$0.041000	$0.029490 (72%)	$0 (0%)	$0 (0%)		$0.011510 (28%)
DSU1	$0.086800	$0.084113 (97%)	$0 (0%)	$0 (0%)		$0.002687 (3%)
FRA	$0.111600	$0.104835 (94%)	$0 (0%)	$0 (0%)		$0.006765 (6%)
BGT	$0.108300	$0.103418 (95%)	$0 (0%)	$0 (0%)		$0.004882 (5%)
HYT1	$0.077900	$0.062124 (80%)	$0 (0%)	$0 (0%)		$0.015776 (20%)
BTZ1	$0.083900	$0.055100 (66%)	$0 (0%)	$0 (0%)		$0.028800 (34%)
BLW1	$0.098100	$0.094210 (96%)	$0 (0%)	$0 (0%)		$0.003890 (4%)
BHK1	$0.074600	$0.049246 (66%)	$0 (0%)	$0 (0%)		$0.025354 (34%)
BIT1	$0.123700	$0.080021 (65%)	$0 (0%)	$0 (0%)		$0.043679 (35%)
BCAT1	$0.127500	$0.055987 (44%)	$0 (0%)	$0 (0%)		$0.071513 (56%)
ECAT1	$0.125000	$0 (0%)	$0 (0%)	$0 (0%)		$0.125000 (100%)

Estimated Allocations for the Fiscal Year through May 31, 2023
Fund	Distribution	Net Income	Net Realized Short-Term Gains	Net Realized Long-Term Gains	Return of Capital
BCX1	$0.259000	$0.114050 (44%)	$0 (0%)	$0 (0%)	$0.144950 (56%)
BDJ	$0.281000	$0.169720 (60%)	$0 (0%)	$0.111280 (40%)	$0 (0%)
BGR1	$0.314100	$0.129140 (41%)	$0 (0%)	$0 (0%)	$0.184960 (59%)
BGY1	$0.169000	$0.044000 (26%)	$0 (0%)	$0.038870 (23%)	$0.086130 (51%)
BME1	$1.065000	$0.041110 (4%)	$0 (0%)	$0.963220 (90%)	$0.060670 (6%)
BMEZ1	$0.725000	$0 (0%)	$0 (0%)	$0 (0%)	$0.725000 (100%)
BOE1	$0.315000	$0.100220 (32%)	$0 (0%)	$0 (0%)	$0.214780 (68%)
BUI1	$0.605000	$0.191780 (32%)	$0.08671 (14%)	$0.216940 (36%)	$0.109570 (18%)
CII	$0.497500	$0.028370 (6%)	$0.10123 (20%)	$0.367900 (74%)	$0 (0%)
BST1	$1.250000	$0 (0%)	$0 (0%)	$0.012260 (1%)	$1.237740 (99%)
BSTZ1	$0.867900	$0 (0%)	$0 (0%)	$0.275930 (32%)	$0.591970 (68%)
BIGZ1	$0.350000	$0 (0%)	$0 (0%)	$0 (0%)	$0.350000 (100%)
EGF1	$0.205000	$0.108905 (53%)	$0 (0%)	$0 (0%)	$0.096095 (47%)
DSU1	$0.401400	$0.385734 (96%)	$0 (0%)	$0 (0%)	$0.015666 (4%)
FRA	$0.495600	$0.495600 (100%)	$0 (0%)	$0 (0%)	$0 (0%)
BGT	$0.481100	$0.481100 (100%)	$0 (0%)	$0 (0%)	$0 (0%)
HYT1	$0.389500	$0.267799 (69%)	$0 (0%)	$0 (0%)	$0.121701 (31%)
BTZ1	$0.419500	$0.256912 (61%)	$0 (0%)	$0 (0%)	$0.162588 (39%)
BLW1	$0.490500	$0.399785 (82%)	$0 (0%)	$0 (0%)	$0.090715 (18%)
BHK1	$0.373000	$0.209684 (56%)	$0 (0%)	$0 (0%)	$0.163316 (44%)
BIT1	$0.865900	$0.509625 (59%)	$0 (0%)	$0 (0%)	$0.356275 (41%)
BCAT1	$0.614100	$0.108874 (18%)	$0 (0%)	$0 (0%)	$0.505226 (82%)
ECAT1	$0.600000	$0 (0%)	$0 (0%)	$0 (0%)	$0.600000 (100%)

¹The Fund estimates that it has distributed more than its income and net-realized capital gains in the current fiscal year; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the shareholder’s investment is paid back to the shareholder. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income’. When distributions exceed total return performance, the difference will reduce the Fund’s net asset value per share.

The amounts and sources of distributions reported are only estimates and are being provided to you pursuant to regulatory requirements and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon each Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Fund Performance and Distribution Rate Information:
Fund	Average annual total return (in relation to NAV) for the 5-year period ending on 4/30/2023	Annualized current distribution rate expressed as a percentage of NAV as of 4/30/2023	Cumulative total return (in relation to NAV) for the fiscal year through 4/30/2023		Cumulative fiscal year distributions as a percentage of NAV as of 4/30/2023
BCX	8.71%	5.60%	0.93%		1.87%
BDJ	7.06%	7.65%	3.54%		2.55%
BGR	4.57%	5.56%	1.85%		1.75%
BGY	6.91%	6.37%	12.95%		2.12%
BME	10.30%	5.96%	1.12%		1.99%
BMEZ*	5.98%	9.12%	5.33%		3.04%
BOE	6.61%	6.47%	9.23%		2.16%
BUI	9.52%	6.25%	6.12%		2.08%
CII	9.92%	6.40%	8.63%		2.13%
BST	9.48%	9.67%	9.97%		3.22%
BSTZ*	7.65%	9.86%	4.57%		3.60%
BIGZ*	(25.92)%	9.46%	4.43%		3.15%
EGF	(1.27)%	4.69%	2.61%		1.56%
DSU	4.49%	9.75%	5.64%		2.95%
FRA	4.39%	10.25%	5.36%		2.94%
BGT	4.43%	10.25%	5.45%		2.94%
HYT	4.23%	9.85%	6.24%		3.28%
BTZ	3.16%	8.78%	5.77%		2.93%
BLW	3.65%	8.54%	5.02%		2.85%
BHK	1.81%	7.96%	6.12%		2.65%
BIT	3.98%	10.08%	5.58%		5.04%
BCAT*	0.87%	8.94%	4.79%		2.84%
ECAT*	(0.68)%	8.53%	9.19%		2.70%

* Portfolio launched within the past 5 years; the performance and distribution rate information presented for this Fund reflects data from inception to 4/30/2023.

Shareholders should not draw any conclusions about a Fund’s investment performance from the amount of the Fund’s current distributions or from the terms of the Fund’s Plan.

BlackRock Income Trust, Inc. (NYSE: BKT) and BlackRock Taxable Municipal Bond Trust (NYSE: BBN) have adopted a Plan whereby the Fund will make fixed monthly distributions to common stockholders and will distribute all available net income to its stockholders, consistent with its investment objective and as required by the Code. The fixed amount distributed per share is subject to change at the discretion of BKT and BBN’s Board. If sufficient net income is not available on a monthly basis, a Fund will distribute long-term capital gains and/or return capital to its stockholders in order to maintain a level distribution. BKT and BBN are currently not relying on any exemptive relief from Section 19(b) of the Investment Company Act of 1940, as amended (the “1940 Act”). Each Fund expects that distributions under the Plan will exceed current income and capital gains and therefore will likely include a return of capital. BKT and BBN may make additional distributions from time to time, including additional capital gain distributions at the end of the taxable year, if required to meet requirements imposed by the Code and/or the 1940 Act.

BKT and BBN’s estimated sources of the distributions paid as of May 31, 2023 and for its current fiscal year are as follows:

Estimated Allocations as of May 31, 2023
Fund	Distribution	Net Income	Net Realized Short-Term Gains	Net Realized Long-Term Gains		Return of Capital
BKT2	$0.088200	$0.036116 (41%)	$0 (0%)	$0 (0%)		$0.052084 (59%)
BBN2	$0.102900	$0.074945 (73%)	$0 (0%)	$0 (0%)		$0.027955 (27%)

Estimated Allocations for the Fiscal Year through May 31, 2023
Fund	Distribution	Net Income	Net Realized Short-Term Gains	Net Realized Long-Term Gains		Return of Capital
BKT2	$0.441000	$0.175785 (40%)	$0 (0%)	$0 (0%)		$0.265215 (60%)
BBN2	$0.514500	$0.382392 (74%)	$0 (0%)	$0 (0%)		$0.132108 (26%)

²The Fund estimates that it has distributed more than its income and net-realized capital gains in the current fiscal year; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the shareholder’s investment is paid back to the shareholder. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income’. When distributions exceed total return performance, the difference will reduce the Fund’s net asset value per share.

The amounts and sources of distributions reported are only estimates and are being provided to you pursuant to regulatory requirements and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon BKT and BBN’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. BKT and BBN will send its stockholders a Form 1099-DIV for the calendar year that will illustrate how to report these distributions for federal income tax purposes.

Fund Performance and Distribution Rate Information:
Fund	Average annual total return (in relation to NAV) for the 5-year period ending on 4/30/2023	Annualized current distribution rate expressed as a percentage of NAV as of 4/30/2023	Cumulative total return (in relation to NAV) for the fiscal year through 4/30/2023	Cumulative fiscal year distributions as a percentage of NAV as 4/30/2023
BKT	(0.11)%	7.96%	4.35%	2.65%
BBN	1.80%	6.70%	8.95%	2.23%

No conclusions should be drawn about BKT or BBN’s investment performance from the amount of the Fund’s distributions or from the terms of the Fund’s Plan.

The amount distributed per share under a Plan is subject to change at the discretion of the applicable Fund’s Board. Each Plan will be subject to ongoing review by the Board to determine whether the Plan should be continued, modified or terminated. The Board may amend the terms of a Plan or suspend or terminate a Plan at any time without prior notice to the Fund’s shareholders if it deems such actions to be in the best interest of the Fund or its shareholders. The amendment or termination of a Plan could have an adverse effect on the market price of the Fund’s shares.

About BlackRock

BlackRock’s purpose is to help more and more people experience financial well-being. As a fiduciary to investors and a leading provider of financial technology, we help millions of people build savings that serve them throughout their lives by making investing easier and more affordable. For additional information on BlackRock, please visit www.blackrock.com/corporate

Availability of Fund Updates

BlackRock will update performance and certain other data for the Funds on a monthly basis on its website in the “Closed-end Funds” section of www.blackrock.com as well as certain other material information as necessary from time to time. Investors and others are advised to check the website for updated performance information and the release of other material information about the Funds. This reference to BlackRock’s website is intended to allow investors public access to information regarding the Funds and does not, and is not intended to, incorporate BlackRock’s website in this release.

Forward-Looking Statements

This press release, and other statements that BlackRock or a Fund may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to a Fund’s or BlackRock’s future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.

BlackRock cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and BlackRock assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

With respect to the Funds, the following factors, among others, could cause actual events to differ materially from forward-looking statements or historical performance: (1) changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets, which could result in changes in demand for the Funds or in a Fund’s net asset value; (2) the relative and absolute investment performance of a Fund and its investments; (3) the impact of increased competition; (4) the unfavorable resolution of any legal proceedings; (5) the extent and timing of any distributions or share repurchases; (6) the impact, extent and timing of technological changes; (7) the impact of legislative and regulatory actions and reforms, and regulatory, supervisory or enforcement actions of government agencies relating to a Fund or BlackRock, as applicable; (8) terrorist activities, international hostilities, health epidemics and/or pandemics and natural disasters, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or BlackRock; (9) BlackRock’s ability to attract and retain highly talented professionals; (10) the impact of BlackRock electing to provide support to its products from time to time; and (11) the impact of problems at other financial institutions or the failure or negative performance of products at other financial institutions.

Annual and Semi-Annual Reports and other regulatory filings of the Funds with the Securities and Exchange Commission (“SEC”) are accessible on the SEC’s website at www.sec.govand on BlackRock’s website at www.blackrock.com, and may discuss these or other factors that affect the Funds. The information contained on BlackRock’s website is not a part of this press release.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230531005802/en/

BlackRock Closed-End Funds

1-800-882-0052

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Professional Services Finance

MEDIA:

Posted on May 31, 2023 4:33 pm

Gamida Cell to Present Corporate Highlights at the Jefferies Healthcare Conference

Gamida Cell to Present Corporate Highlights at the Jefferies Healthcare Conference

BOSTON–(BUSINESS WIRE)–Gamida Cell Ltd. (Nasdaq: GMDA), a cell therapy pioneer working to turn cells into powerful therapeutics, today announced that Michele Korfin, Chief Operating and Chief Commercial Officer, will present corporate highlights at the upcoming Jefferies Healthcare Conference on June 8, 2023 at 9:30 a.m. ET.

Ms. Korfin’s presentation will include an overview of the company’s corporate strategy and commercial strategy for Omisirge^®.

The webcast will be available on the “Investors & Media” section of Gamida Cell’s website at www.gamida-cell.com, and will be available for at least 14 days following the event.

About Gamida Cell

Gamida Cell is a cell therapy pioneer working to turn cells into powerful therapeutics. The company’s proprietary nicotinamide (NAM) technology leverages the properties of NAM to enhance and expand cells, creating allogeneic cell therapy products and candidates that are potentially curative for patients with hematologic malignancies. These include Omisirge®, an FDA-approved nicotinamide modified allogeneic hematopoietic progenitor cell therapy, and GDA-201, an intrinsic NK cell therapy candidate being investigated for the treatment of hematologic malignancies. For additional information, please visit www.gamida-cell.com or follow Gamida Cell on LinkedIn, Facebook, Twitter and Instagram.

Omisirge^® is a registered trademark of Gamida Cell Inc. © 2023 Gamida Cell Inc. All Rights Reserved.

Forward-Looking Statements

This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including with respect to the potentially life-saving or curative therapeutic and commercial potential of Omisirge® (omidubicel-onlv), the company’s plans for commercial or strategic partnerships to support the launch of Omisirge. Any statement describing Gamida Cell’s goals, expectations, financial or other projections, intentions or beliefs is a forward-looking statement and should be considered an at-risk statement. Such statements are subject to a number of risks, uncertainties and assumptions including those related to clinical, scientific, regulatory and technical developments and those inherent in the process of developing and commercializing product candidates that are safe and effective for use as human therapeutics. In light of these risks and uncertainties, and other risks and uncertainties that are described in the Risk Factors section and other sections of Gamida Cell’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (SEC) on May 15, 2023, and other filings that Gamida Cell makes with the SEC from time to time (which are available at www.sec.gov), the events and circumstances discussed in such forward-looking statements may not occur, and Gamida Cell’s actual results could differ materially and adversely from those anticipated or implied thereby. Although Gamida Cell’s forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by Gamida Cell. As a result, you are cautioned not to rely on these forward-looking statements.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230531005879/en/

Investor and Media Contact:

Dan Boyle

Orangefiery

[email protected]

1-818-209-1692

KEYWORDS: Massachusetts United States North America

INDUSTRY KEYWORDS: Health Stem Cells Other Health Other Science Science Pharmaceutical Biotechnology

MEDIA:

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Voya Investment Management to host a webcast for the Voya Global Advantage and Premium Opportunity Fund; Voya Global Equity Dividend and Premium Opportunity Fund; and Voya Infrastructure, Industrials and Materials Fund.

NEW YORK–(BUSINESS WIRE)–
Voya Investment Management, the asset management business of Voya Financial, Inc., will host a webcast for the Voya Global Advantage and Premium Opportunity Fund (NYSE: IGA), Voya Global Equity Dividend and Premium Opportunity Fund (NYSE: IGD), and Voya Infrastructure, Industrials and Materials Fund (NYSE:IDE) on Monday, June 12, 2023 from 4:30 p.m. – 5:00 p.m. ET.

The webinar will feature Portfolio Manager Justin Montminy. Montminy is a Portfolio Manager on the global quantitative equity team helping oversee the equity strategies in Voya closed-end funds. The conference call will provide an overview of the funds’ investment process, performance, and current market.

To register for the webcast, please visit https://attendee.gotowebinar.com/register/1829668044268782686.

The investment team will also address investor questions. To submit questions in advance, please email [email protected] by Thursday, June 8.

A replay will be made available on our website for those who cannot attend.

About Voya Investment Management

Voya Investment Management manages approximately $323 billion as of Dec. 31, 2022 in assets across public and private fixed income, equities, multi-asset solutions and alternative strategies for institutions, financial intermediaries and individual investors, drawing on a 50-year legacy of active investing and the expertise of 300+ investment professionals. Named a Best Place to Work in Money Management by Pensions & Investments for eight consecutive years, Voya IM has cultivated a culture grounded in a commitment to understanding and anticipating clients’ needs, producing strong investment performance, and embedding diversity, equity and inclusion in its business.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230531005685/en/

SHAREHOLDER INQUIRIES: Shareholder Services at (800) 992-0180; voyainvestments.com

Kris Kagel, (800) 992-0180

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Finance Public Relations/Investor Relations Communications Professional Services Fintech

MEDIA:

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First Foundation Highlights Board’s Response to Economic Environment in Letter to Stockholders

Underscores lack of qualifications of Driver’s nominee including NO prior public company board experience, NO executive experience in a highly regulated business and NO experience at a regional bank

We encourage you to vote FOR your current Board of Directors on the BLUE proxy card

DALLAS–(BUSINESS WIRE)–
First Foundation Inc. (NASDAQ: FFWM) (“First Foundation” or the “Company”), a financial services company with two wholly-owned operating subsidiaries, First Foundation Advisors and First Foundation Bank, today released a letter it is mailing from the First Foundation Board of Directors to First Foundation’s Stockholders in connection with its 2023 Annual Meeting of Stockholders, which is scheduled to be held on Tuesday, June 27, 2023.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20230531005846/en/

+++

Dear Fellow Stockholders,

As owners of First Foundation Inc. (“First Foundation,” the “Company,” “we,” “our,” or “us”), you have a critical decision to make about the First Foundation Board of Directors (the “Board”) in the proxy voting prior to the Company’s upcoming Annual Meeting of Stockholders, which is scheduled to be held on Tuesday, June 27, 2023. Your vote will have a tremendous impact, and we hope that you will reaffirm the steps that we have taken to enhance First Foundation’s business and its Board of Directors.

The Board currently includes diverse, talented, and independent individuals who bring complementary sets of skills, experiences, and expertise to oversee First Foundation. We pride ourselves on seeking varied perspectives and value independent voices, as we believe this is crucial for driving growth for our clients and our company, especially during challenging times. Throughout the unprecedented market volatility for regional banks, and even months before it began, our Board proactively identified areas where changes were needed and worked with management to make difficult decisions and take decisive action. This was to maintain the strength and stability that has allowed First Foundation to successfully navigate shifting economic environments and cyclicality since our founding in 1990.

The speed and magnitude with which the Federal Reserve raised interest rates surprised many observers, as did the after-effects of those rate hikes. Regional banks, in particular, have had to re-evaluate every aspect of their business while maintaining client confidence in deposits, liquidity, security portfolios, and risk management. Because our Board has experience in highly regulated industries with versatile skills in risk management, managing cash flow and safeguarding liquidity, we have navigated the current crisis with agile business strategies that have allowed us to remain responsive to unpredictable market conditions while other regional banks have failed.

A critical decision approved by the Board that we executed prior to the current industry backdrop was to expand into new markets to provide greater opportunities for banking, trust, and wealth management for a diversified group of clients. We were able to access highly desirable markets and improve the diversity of our deposit base, as evidenced by our recent expansions in Texas and Florida, two growing areas outside of California. Additionally, we have reduced uninsured deposits substantially, from 26% of total deposits at the end of 2022 to approximately 13% of total deposits as of May 12, 2023. These actions provide greater confidence to our clients and represent critical steps that should help us continue to weather the current banking environment.

While navigating the current banking environment is crucial in the near-term, we are also making strategic decisions to maintain our long-term success. We recognize that good corporate governance is critical to a high-functioning organization and is an area of great importance to our stockholders. The Board has focused on efforts that bring fresh perspective, diverse views, and experienced insight to benefit our stockholders.

The most recent addition to the Board, Gabriel Vazquez, is a highly qualified executive who brings a compelling set of knowledge and experience relevant to the banking industry and our clients. This underscores the Board’s ability to identify a need for new skills and attract best-in-class, independent nominees.

Mr. Vazquez, who was appointed to the Board in April 2023, has extensive experience in managing and supporting the legal operations of Vistra Corp. (“Vistra”) (NYSE: VST), a Fortune 500 integrated power company based in Texas. As Vice President and Associate General Counsel for Operations, Mr. Vazquez oversees the legal department’s operations and the execution of Vistra’s enterprise crisis management program. His leadership roles in both the Dallas Bar Foundation and the Jesuit College Preparatory School of Dallas Foundation Inc. demonstrate his commitment to community service and his ability to collaborate in one of the growing communities in which we operate. His experience as a senior leader in a highly regulated and publicly traded business made him an excellent addition to the Board. As recent developments within the banking industry have increased the potential for enhanced regulation, we welcome the extensive legal and regulatory experience that Mr. Vazquez offers, which provided immediate value for our stockholders and fresh perspective to our Board.

Mr. Vazquez’s strong and unique blend of skills and professional experience stands in stark contrast to the skills of the nominee proposed by Driver Management Company LLC (“Driver”), an activist hedge fund led by Abbott Cooper (“Mr. Cooper”). Driver is known for launching campaigns against other small and mid-size banks and has claimed to beneficially own an aggregate of 354,000 shares of First Foundation common stock, representing approximately 0.6% of First Foundation’s outstanding common stock. Driver’s proposed nominee, Allison Ball, lacks the necessary experience we believe is required of a director of a publicly traded financial services institution. The contrast between Mr. Vazquez and Ms. Ball could not be more clear. (Please see attached chart.)

Not only does Ms. Ball lack experience, but she has caused concern by engaging in selective non-disclosure about certain aspects of her professional background. For instance, Ms. Ball submitted an incomplete nomination questionnaire by failing to disclose her current employment as Chief Product Officer at software firm, Grata, where she serves under a different last name than the one listed in Driver’s proxy statement.¹ Driver’s definitive proxy statement failed to include this employment information as well.² Further, Ms. Ball served³ as Chief Operating Officer of an unrelated, failed health care startup also called Driver or, more formally, Driver, Inc.⁴ The Board would have liked to inquire about these experiences, but Driver Management, on behalf of Ms. Ball, declined multiple invitations for Ms. Ball to meet with current Board members. Ms. Ball’s refusal to participate in a formal interview process and reluctance to properly represent her true experience and affiliations calls into question her judgment and dedication as a prospective member of our Board. Further, it supports our belief that Ms. Ball’s background offers no incremental value to our current Board and to our stockholders.

The First Foundation Board, on the other hand, has demonstrated a compelling ability to attract highly qualified, diverse independent directors.

In its definitive proxy statement filed with the SEC on May 17, 2023, Driver indicated that it opposes our nomination of incumbent Director John A. Hakopian, the current President of First Foundation’s subsidiary First Foundation Advisors (“FFA”). Mr. Hakopian’s tenure on the Board and his remarkable 33-year tenure with the Company are significant assets to First Foundation and our stockholders, as he has deep knowledge of our business and a proven ability to forge and maintain longstanding relationships with FFA customers. Under Mr. Hakopian’s leadership, FFA has demonstrated strong performance and has also bolstered growth in our banking business, as FFA clients have extended their relationship to include First Foundation Bank. Driver also implied in proxy materials it filed with the SEC on May 22, 2023, that Mr. Hakopian’s recent sale of shares of First Foundation common stock is a reason for him to be replaced on the Board by Ms. Ball. What Driver failed to say is that Mr. Hakopian still owns 656,366 shares–approximately 1.2% of the Company’s outstanding common stock, nearly twice the amount that Driver beneficially owns.⁵ Mr. Hakopian has extensive executive, wealth management, and investment advisory experience that bring tremendous value to the Board; Ms. Ball lacks such experience.

The First Foundation Board is committed to transparency, diversity, and independence. As demonstrated by the addition of Mr. Vazquez, we are committed to Board refreshment as well. Our willingness to improve and oversee enhancements are clear indications that we are invested in the long-term success of First Foundation and committed to serving the best interests of our stockholders. We are confident that we have the right mix of people with the right skills and experiences working to enable our success as a best-in-class regional bank in today’s complex industry environment.

We urge you to support First Foundation by voting “FOR” your incumbent directors Ulrich E. Keller, Jr., Scott F. Kavanaugh, Max A. Briggs, John A. Hakopian, David G. Lake, Elizabeth A. Pagliarini, Mitchell M. Rosenberg, Ph.D, Diane M. Rubin, Jacob P. Sonenshine, and Gabriel V. Vazquez and selecting “WITHHOLD” for the Driver Nominee on your BLUE Proxy Card.

We encourage shareholders to disregard any white proxy card or other solicitation materials sent to you by Driver. Only your latest dated proxy card will be counted at the 2023 Annual Meeting of Stockholders.

For more information about Mr. Cooper’s misguided campaign against First Foundation, please visit www.truthfirstfoundationinc.com.

Sincerely,

The First Foundation Board of Directors

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About First Foundation

First Foundation Inc. (NASDAQ: FFWM) and its subsidiaries offer personal banking, business banking, and private wealth management services, including investment, trust, insurance, and philanthropy services. This comprehensive platform of financial services is designed to help clients at any stage in their financial journey. The broad range of financial products and services offered by First Foundation are more consistent with those offered by larger financial institutions, while its high level of personalized service, accessibility, and responsiveness to clients is more aligned with community banks and boutique wealth management firms. This combination of an integrated platform of comprehensive financial products and personalized service differentiates First Foundation from many of its competitors and has contributed to the growth of its client base and business. Learn more at firstfoundationinc.com or connect with us on LinkedIn and Twitter.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995, including forward-looking statements regarding our expectations and beliefs about our future financial performance and financial condition, as well as trends in our business and markets. Forward-looking statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” “outlook,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” The forward-looking statements in this press release are based on current information and on assumptions that we make about future events and circumstances that are subject to a number of risks and uncertainties that are often difficult to predict and beyond our control. As a result of those risks and uncertainties, our actual financial results in the future could differ, possibly materially, from those expressed in or implied by the forward-looking statements contained in this press release and could cause us to make changes to our future plans.

Additional information regarding these and other risks and uncertainties to which our business and future financial performance are subject is contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as amended, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, and other documents we file with the SEC from time to time. We urge readers of this press release to review those reports and other documents we file with the SEC from time to time. Also, our actual financial results in the future may differ from those currently expected due to additional risks and uncertainties of which we are not currently aware or which we do not currently view as, but in the future may become, material to our business or operating results. Due to these and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release, which speak only as of today’s date, or to make predictions based solely on historical financial performance. We also disclaim any obligation to update forward-looking statements contained in this press release or in the above-referenced reports, whether as a result of new information, future events or otherwise, except as may be required by law or NASDAQ rules.

Important Additional Information

The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s stockholders in connection with its upcoming 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). The Company has filed a definitive proxy statement and a BLUE universal proxy card with the Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies from the Company’s stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING BLUE UNIVERSAL PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Information regarding the identity of the participants and their direct and indirect interests, by security holdings or otherwise is set forth in the definitive proxy statement and other materials filed with the SEC in connection with the 2023 Annual Meeting. Stockholders can obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies are also available at no charge on the Company’s website at www.ff-inc.com.

¹https://www.gratapro.com/leadership/allison-swope

²https://d18rn0p25nwr6d.cloudfront.net/CIK-0001413837/d49afc01-edff-4e10-bf8e-b96028b54fbf.pdf

³https://www.linkedin.com/in/allison-ball-swope-62b48a43/

⁴https://www.statnews.com/2018/11/12/driver-startup-shuts-down/

⁵ According to Driver’s filing dated May 12, 2023, Driver Management, as the general partner of Driver Opportunity and investment manager to certain separately managed accounts (the “SMAs”), may be deemed to beneficially own (i) 133,000 shares of Common Stock directly owned by Driver Opportunity Partners I LP and (ii) 221,000 shares of Common Stock held by Driver Management Company LLC in the SMAs.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230531005846/en/

Investor and Media Contact:

Shannon Wherry

Director of Corporate Communications

[email protected]

(469) 638-9642

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Banking Asset Management Professional Services Finance

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