Toll Brothers/L+M Joint Venture Secures $160 million in Construction Financing for New Multifamily Development in Washington, DC

Toll Brothers Apartment Living and Partnership of L+M Development Partners and Goldman Sachs Join Together to Create New 561-Unit Community

FORT WASHINGTON, Pa., Dec. 15, 2020 (GLOBE NEWSWIRE) — Toll Brothers, Inc. (NYSE: TOL) (www.TollBrothers.com), today announced the closing of $160 million in construction financing through a newly formed joint venture between its Toll Brothers Apartment Living® rental subsidiary and GSLM Capital Partners, a venture of L+M Development Partners and Goldman Sachs Urban Investment Group. The financing will be used to develop Phase 1 of a 6.7-acre site in the heart of Washington, D.C., located at the nexus of NoMa, Mount Vernon Triangle and Shaw – three fast growing and vibrant neighborhoods northwest of Union Station. Phase 1 will bring 561 units, approximately 20% of which are affordable, one-acre of public open space and nearly 50,000 square feet of residential amenities.

Citi Community Capital is providing a $160 million construction loan funded with $23 million of tax-exempt notes issued through the Washington, D.C. Housing Finance Agency (DCHFA) and a $137 million taxable construction loan. In addition, Citi arranged a $160 million forward commitment for permanent financing from Freddie Mac in its role as an Optigo lender. Goldman Sachs, in addition to its land loan financing and equity participation, will be the purchaser of approximately $15.7 million of low-income tax credits generated as-of-right. The financing was secured by Toll Brothers and L+M Development Partners. Toll Brothers Apartment Living and L+M will oversee the development, management, and marketing of the project.

The property, bounded by First Place, M, First and L Streets, NW, was acquired from the Sursum Corda Cooperative in 2018.  As part of the agreement, members of the Sursum Corda Cooperative will have the right to return to up to 127 units included in the development.  Phase 1 of the development won unanimous approval from the Zoning Commission last year and will be built on the southern portion of the site.  While Phase 1’s tax exempt bond and low-income credits support 118 units that will be restricted at various incomes at or below 80% of Area Median Income, the aggregate development will be constructed in multiple phases, which will include up to 1,100 apartments of which 199 will be affordable when fully completed.

Phase 1’s two buildings will offer a mix of studio, one-, two-, three-, and four- bedroom floorplans. The southwest building in Phase 1 will be comprised of 216 apartment homes and feature health and wellness-centered amenities for the community, including a cardio and weightlifting gym, a yoga and cycling rooms, an outdoor yoga deck, locker rooms, and pet spa. There will also be a children’s playroom, a co-working lounge and a pool on the second floor with cabanas and seating overlooking the community park.

The southeast building will include 345 apartment homes and feature community-driven amenities, including a coffee bar, a large co-working space, maker space, game room, full-service kitchen and dining room, a greenhouse equipped with gardening stations and indoor greenery, and a rooftop deck with indoor-outdoor space.

Mount Airy in Action, an affiliate of neighboring Mount Airy Baptist Church, will participate in the joint venture in addition to being a co-applicant in the Planned Unit Development. Mount Airy is one of the area’s most enduring institutions and will help promote the development’s affordable housing.

Fred Cooper, Toll Brothers’ Senior Vice President of Finance and Investor Relations, stated: “We are thrilled to secure this financing, which will enable us to execute on a highly anticipated redevelopment plan that will create new housing, including a significant amount of much-needed affordable housing. We have assembled a very strong team. We’ve enjoyed working with L+M, Citi and Freddie Mac in the past, and are excited to also partner with Goldman Sachs’ Urban Investment Group, Mount Airy Baptist Church, City leaders, and the Washington, D.C. Housing Finance Agency on this transformational project.”

Charles Elliott, President of Toll Brothers Apartment Living, said, “Toll Brothers Apartment Living has developed over 2,300 units in the region and over 1,100 in the District. As we continue to grow our pipeline in this vibrant market, we are committed to bringing the same elevated customer experience and quality we are known for throughout the country to each of our communities.”

Ron Moelis, CEO and Founding Partner of L+M Development Partners, said, “We’re proud to expand our work to Washington, D.C. to help revitalize this area of the city through mixed-income housing and a community park. It is particularly meaningful for us to provide high-quality affordable apartments to members of the Sursum Corda Cooperative, and we look forward to welcoming them and their neighbors to their new homes in 2022. Thanks to the D.C. Housing Finance Agency and all of our partners for helping us reach this major milestone in the area’s redevelopment.”

Margaret Anadu, Goldman Sachs Managing Director and Head of the Urban Investment Group, said, “Reactivating this site and creating much needed mixed-income housing, especially for previous Sursum Corda residents, is an example of the progress that is possible when leaders from the community, the public sector, and private sector work towards a common goal. The mixed-income housing, new park, more pedestrian-friendly streets, and infrastructure improvements will collectively provide a slightly wider path to more opportunity and socioeconomic mobility for local residents.”

Rev. L. B. West, D.R.S., of Mount Airy Baptist Church, said, “For 127 years, the Mount Airy Baptist Church has represented a pillar of strength as an institution of moral quality for the residents of the Northwest One and surrounding communities. It has been a real joy assisting all the constituent entities, and now, for one of our affiliates, Mount Airy in Action 2020, to be involved in the further redevelopment of this wonderful community is rich beyond compare. MAIA2020 is a non-profit 501-c-3 organization responsible solely for affordable housing. It is with grateful hearts that we express our delight in joining the Toll Brothers/L+M partnership in developing affordable housing for future Northwest One constituents.”

Melissa Lockett, Citi Community Capital Vice President, said, “Citi has been providing financial services on the ground in Washington, DC since the early 1900s. The closing of Sursum Corda marks the continuation of Citi’s commitment to revitalizing our nation’s capital and funding high quality, much needed housing that will greatly benefit the community.”

Christopher E. Donald, Interim Executive Director, of Washington D.C. Housing Finance Agency, said, “DCHFA’s investment in the redevelopment of Sursum Corda reflects the agency’s mission and the Bowser administration’s mandate to provide affordable housing across all eight wards of the District, including the thriving neighborhood where this development will be located. This is evidenced by the right for former residents to return and the reservation of affordable units within the development.”

Peter Lillestolen, director & co-head for Targeted Affordable Housing Retail at Freddie Mac, said, “As a result of this effort, more than 100 District residents will have an affordable place to call home. Freddie Mac is proud to provide financial certainty to this unique redevelopment through a $160 million forward commitment.”

Construction has commenced on Phase 1, which is estimated to welcome its first residents in 2022. Please visit TollBrothersApartmentLiving.com for future updates and information regarding the community.

ABOUT TOLL BROTHERS

Toll Brothers, Inc., A FORTUNE 500 Company, is the nation’s leading builder of luxury homes. The Company began business over fifty years ago in 1967 and became a public company in 1986. Its common stock is listed on the New York Stock Exchange under the symbol “TOL.” The Company serves first-time, move-up, empty-nester, active-adult, affordable luxury and second-home buyers, as well as urban and suburban renters. It operates in 24 states: Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Idaho, Illinois, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, North Carolina, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia, and Washington, as well as in the District of Columbia.

Toll Brothers builds an array of luxury residential single-family detached, attached home, master planned resort-style golf, and urban low-, mid-, and high-rise communities, principally on land it develops and improves. The Company acquires and develops rental apartment and commercial properties through Toll Brothers Apartment Living, Toll Brothers Campus Living, and the affiliated Toll Brothers Realty Trust, and develops urban low-, mid-, and high-rise for-sale condominiums through Toll Brothers City Living. The Company operates its own architectural, engineering, mortgage, title, land development and land sale, golf course development and management, and landscape subsidiaries. Toll Brothers operates its own alarm monitoring company through TBI Smart Home Solutions, a complete home technology division. In addition to providing security monitoring, TBI Smart Home Solutions offers homeowners a full range of low voltage options, allowing buyers to maximize the potential of technology in their new home. The Company also operates its own lumber distribution, house component assembly, and manufacturing operations. Through its Gibraltar Real Estate Capital joint venture, the Company provides builders and developers with land banking, non-recourse debt and equity capital.

In 2020, Toll Brothers was named World’s Most Admired Home Building Company in Fortune magazine’s survey of the World’s Most Admired Companies®, the sixth year in a row it has been so honored. Toll Brothers has won numerous other awards, including Builder of the Year from both Professional Builder magazine and Builder magazine, the first two-time recipient from Builder magazine. The Company sponsors the Toll Brothers Metropolitan Opera International Radio Network, bringing opera to neighborhoods throughout the world. For more information visit www.TollBrothers.com.

ABOUT TOLL BROTHERS APARTMENT LIVING®

Toll Brothers Apartment Living is the apartment development division of Toll Brothers, Inc. (NYSE: TOL). Toll Brothers Apartment Living is bringing the same quality, value, and service familiar to luxury home buyers throughout the country to upscale rental communities in select markets, including Atlanta, Boston, Dallas, Los Angeles, New York, Philadelphia, Phoenix and Washington, DC. Toll Brothers Apartment Living was ranked 11th largest apartment developer in the U.S. in 2020 by the National Multi-Family Housing Council. The firm has developed more than 6,200 units, has more 4,000 units under management and controls a national pipeline of more than 16,700 units. Toll Brothers Apartment Living communities combine the energy of vibrant locations with unparalleled amenities, resident services, design, and the expertise of the nation’s leading builder of luxury homes. For more information visit TollBrothersApartmentLiving.com

ABOUT L+M DEVELOPMENT PARTNERS

Since its inception in 1984, L+M Development Partners has been an innovator in developing quality affordable, mixed-income and market-rate housing, while improving the neighborhoods in which it works. A full-service firm, L+M works from conception to completion, handling development, investment, construction, and management with creativity that leads the industry. L+M is responsible for over $9 billion in development and investment, and has acquired, built or preserved nearly 30,000 high-quality residential units in New York’s tristate area, the West Coase, and Gulf Coast regions. Community leaders, government officials, and institutional investors turn to L+M because of its consistent track record of excellence. L+M is a double bottom line company, where its success is measured not only in financial returns, but also by positive impacts. L+M takes pride in its long-standing partnership with the communities it serves, demonstrated through an annual scholarship fund, workforce development programs, after-school programs, and substantial support for local nonprofits. L+M brings a superior level of commitment to its investments in developments, and equally important, it its investment in people.

ABOUT GOLDMAN SACHS URBAN INVESTMENT GROUP

Established in 2001, the Urban Investment Group (“UIG”) is a business unit of Goldman Sachs (“GS”). Through its comprehensive community development platform, UIG deploys capital by making investments and loans that benefit underserved people and places. Since its inception, UIG has committed over $9.6 billion, facilitating the creation and preservation of over 40,300 housing units – the majority of which are affordable to low, moderate and middle-income families – as well as over 2,800,000 square feet of community facility space and over 11,200,000 square feet of commercial, retail, and industrial space.

ABOUT MOUNT AIRY BAPTIST CHURCH

Mount Airy Baptist Church is a Missionary Baptist Church with a rich history of community service designed to help meet the spiritual and social challenges of those in the Church and community. We are active in the community through a wide variety of ministry activities.  We are located in the heart of Washington, DC, just one mile north of the United States Capitol. 

ABOUT CITI COMMUNITY CAPITAL

Citi Community Capital (CCC) is a premier financial partner with nationally recognized expertise in financing all types of affordable housing and community reinvestment projects. In 2019, CCC originated over $6 billion in construction and permanent loans to finance 37,840 units of renovated or new affordable housing.  CCC’s origination, structuring, asset and risk management staff across the country provides creative financing solutions designed to meet their clients’ needs. CCC helps community development financial institutions, real estate developers, national intermediaries and nonprofit organizations achieve their goals through a broad, integrated platform of debt and equity offerings. For more information, please visit: http://www.citicommunitycapital.com.

ABOUT WASHINGTON D.C. HOUSING FINANCE AGENCY

The District of Columbia Housing Finance Agency is an S&P A + rated issuer, serving Washington, D.C.’s residents for more than 40 years. The Agency’s mission is to advance the District of Columbia’s housing priorities; the Agency invests in affordable housing and neighborhood development, which provides pathways for D.C. residents to transform their lives. We accomplish our mission by delivering the most efficient and effective sources of capital available in the market to finance rental housing and to create homeownership opportunities.

ABOUT FREDDIE MAC

Freddie Mac makes home possible for millions of homebuyers and renters nationwide by providing mortgage capital to lenders. As the nation’s multifamily housing finance leader, more than 95% of the rental units funded by Freddie Mac are affordable to families with low-to-moderate incomes earning up to 120% of area median income.


Toll Brothers’ Forward-Looking Statements


This release contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  One can identify these statements by the fact that they do not relate to matters of a strictly historical or factual nature and generally discuss or relate to future events.  These statements contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” “should,” “will” and other words or phrases of similar meaning. Such statements may include, but are not limited to, information related to market conditions; demand for our homes; anticipated operating results; home deliveries; financial resources and condition; changes in revenues; changes in profitability; changes in margins; changes in accounting treatment; cost of revenues; selling, general and administrative expenses; interest expense; inventory write-downs; home warranty and construction defect claims; unrecognized tax benefits; anticipated tax refunds; sales paces and prices; effects of home buyer cancellations; growth and expansion; joint ventures in which we are involved; anticipated results from our investments in unconsolidated entities; the ability to acquire land and pursue real estate opportunities; the ability to gain approvals and open new communities; the ability to sell homes and properties; the ability to deliver homes from backlog; the ability to start or complete projects, whether or not through joint ventures; the ability to secure materials and subcontractors; the ability to produce the liquidity and capital necessary to expand and take advantage of opportunities; and legal proceedings, investigations and claims.

Any or all of the forward-looking statements included in our reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties.  Many factors mentioned in our reports or public statements made by us, such as market conditions, government regulation, and the competitive environment, will be important in determining our future performance.  Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.

The factors that could cause actual results to differ from those expressed or implied by our forward-looking statements include, among others: the impact of the COVID-19 pandemic on the economy and the housing industry; demand fluctuations in the housing industry; adverse changes in economic conditions in markets where we conduct our operations and where prospective purchasers of our homes live; increases in cancellations of existing agreements of sale; the competitive environment in which we operate; changes in interest rates or our credit ratings; the availability of capital; uncertainties in the capital and securities markets; the ability of customers to obtain financing for the purchase of homes; the availability and cost of land for future growth; the ability of the participants in various joint ventures to honor their commitments; effects of governmental legislation and regulation; effects of increased taxes or governmental fees; weather conditions; the availability and cost of labor and building and construction materials; the cost of raw materials; the outcome of various product liability claims, litigation and warranty claims; the effect of the loss of key management personnel; changes in tax laws and their interpretation; construction delays; and the seasonal nature of our business.  For a more detailed discussion of these factors, see the risk factors in the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent periodic reports filed on Forms 10-K and 10-Q with the SEC.

From time to time, forward-looking statements also are included in our periodic reports on Forms 10-K, 10-Q and 8-K, in press releases, in presentations, on our website and in other materials released to the public.

This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995, and all of our forward-looking statements are expressly qualified in their entirety by the cautionary statements contained or referenced in this section.

Forward-looking statements speak only as of the date they are made.  We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT:
Frederick N. Cooper (215) 938-8312
[email protected]

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/be4d402c-1d56-4ee2-8f46-cb878c63015c



Vivos Therapeutics Announces Closing of Initial Public Offering and Exercise in Full of the Underwriters’ Option to Purchase Additional Shares

HIGHLANDS RANCH, Colo., Dec. 15, 2020 (GLOBE NEWSWIRE) — Vivos Therapeutics, Inc. (“Vivos”) today announced the closing of its initial public offering of 4,025,000 shares of its common stock. The offering consisted of 3,500,000 shares of its common stock, as well as an additional 525,000 shares pursuant to the exercise in full of the underwriters’ option to purchase additional shares of common stock, at a public offering price of $6.00 per share. Vivos’ common stock is listed on the Nasdaq Capital Market under the ticker symbol “VVOS.”

The aggregate gross proceeds to Vivos from the public offering was $24.15 million prior to deducting underwriting discounts, commissions and other estimated offering expenses.

Roth Capital Partners acted as sole book-running manager and representative of the underwriters for the offering. Craig-Hallum Capital Group and National Securities Corporation, a wholly owned subsidiary of National Holdings Corporation (NasdaqCM:NHLD) acted as co-managers of the offering.

The Securities and Exchange Commission declared effective a registration statement on Form S-1 relating to these securities on December 10, 2020. A final prospectus relating to this offering was filed with the Securities and Exchange Commission on December 14, 2020. The offering was made only by means of a prospectus, copies of which may be obtained by emailing Roth Capital Partners, 888 San Clemente Drive, Newport Beach, CA 92660, Attn: Prospectus Department, telephone: 800-678-9147, or email at [email protected]; National Securities Corporation, 200 Vesey Street, 25th Floor, New York, NY 10281, telephone: (212) 417-3634 or by sending an e-mail to: [email protected]; or Craig-Hallum Capital Group LLC, 222 South Ninth Street, Suite 350, Minneapolis, MN 55402, Attn: Equity Capital Markets, telephone: 612-334-6300 or by email at [email protected]. Investors may also obtain these documents at no cost by visiting the Securities and Exchange Commission’s website at http://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 offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Vivos Therapeutics, Inc.

Vivos Therapeutics Inc. is a medical technology company focused on the development and commercialization of a highly differentiated technology offering a clinically effective non-surgical, non-invasive, non-pharmaceutical, and low-cost solution for patients with sleep disordered breathing (SDB), including mild-to-moderate obstructive sleep apnea (OSA). We believe our products and technology represent a significant improvement in the treatment of mild-to-moderate OSA versus other treatments such as continuous positive airway pressure (or CPAP). For more information visit www.vivoslife.com.

Investor Relations Contacts:
Edward Loew
SVP Capital Markets
(602) 903-0095
[email protected]

Media Contacts:
Caitlin Kasunich / Jenny Robles
KCSA Strategic Communications
(212) 896-1241 / (917) 420-1444
[email protected] / [email protected]



SHAREHOLDER ALERT: WeissLaw LLP Investigates Prevail Therapeutics Inc.

PR Newswire

NEW YORK, Dec. 15, 2020 /PRNewswire/ — WeissLaw LLP is investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Prevail Therapeutics Inc. (“Prevail” or the “Company”) (NASDAQ: PRVL) in connection with the proposed acquisition of the Company by Eli Lilly and Company.  Under the terms of the acquisition agreement, the Company’s shareholders will only receive $22.50 per share in cash for each share of Prevail common stock that they hold.  Additionally, Prevail shareholders will be entitled to receive a contingent value right worth up to $4.00 per share in cash, to be paid subject to certain terms and conditions upon the first regulatory approval for commercial sale of a Prevail product in one of the following countries: United States, Japan, United Kingdom, Germany, France, Italy or Spain.


If you own Prevail shares and wish to discuss this investigation or have any questions concerning this notice or your rights or interests, visit our website:


https://www.weisslawllp.com/prvl/


Or please contact:



Joshua Rubin, Esq.

WeissLaw LLP
1500 Broadway, 16th Floor
New York, NY  10036
(212) 682-3025
(888) 593-4771
[email protected]

WeissLaw is investigating whether (i) Prevail’s board of directors acted in the best interests of Company shareholders in agreeing to the proposed transaction, (ii) the per-share merger consideration adequately compensates Prevail’s shareholders, and (iii) all information regarding the sales process and valuation of the transaction will be fully and fairly disclosed. 

WeissLaw LLP has litigated hundreds of stockholder class and derivative actions for violations of corporate and fiduciary duties.  We have recovered over a billion dollars for defrauded clients and obtained important corporate governance relief in many of these cases.  If you have information or would like legal advice concerning possible corporate wrongdoing (including insider trading, waste of corporate assets, accounting fraud, or materially misleading information), consumer fraud (including false advertising, defective products, or other deceptive business practices), or anti-trust violations, please email us at [email protected]

 

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/shareholder-alert-weisslaw-llp-investigates-prevail-therapeutics-inc-301193539.html

SOURCE WeissLaw LLP

Everspin Announces Leadership Changes

Everspin Announces Leadership Changes

CHANDLER, Ariz.–(BUSINESS WIRE)–
Everspin Technologies, Inc. (NASDAQ: MRAM), the market leader in MRAM, today announced that Kevin Conley has notified the company of his decision to resign as President and CEO and as a member of Everspin’s Board of Directors, effective January 30, 2021. Darin Billerbeck, currently non-executive Chairman of the Board, will become interim CEO, effective January 30, 2021, and has also been appointed as Executive Chairman of the Board, effective December 9, 2020.

Darin brings a wealth of knowledge and experience in the semiconductor memory market, previously serving as the VP/GM of Intel’s Flash memory group, President and CEO of Zilog, and President and CEO of Lattice Semiconductor. Darin has served as a member of the Board since August 2018 and as non-executive Chairman of the Board since March 2019.

“I’m excited to join the Everspin executive team to help drive growth and profitability along with increasing shareholder value,” stated Mr. Billerbeck, “I want to thank Kevin for his contributions over the past 3 years. On behalf of the Board of Directors, I wish him well in his future endeavors.”

Updated Revenue Guidance for the Fourth Quarter of 2020

For the fourth quarter of 2020, Everspin currently expects total revenue in a range between $10.1 million and $10.5 million. This compares to guidance of a range of $10.1 million to $10.9 million previously provided on November 5, 2020.

Upcoming Investor Conferences

There will be no conference call associated with this announcement. Everspin’s CFO, Daniel Berenbaum, will participate in the following investor conferences:

  • 12th Annual Virtual CEO Summit on December 16th, 2020
  • 23rd Annual Needham Virtual Growth Conference on January 11th through 15th, 2021

Portfolio managers and analysts who would like to request a meeting with management should contact a representative of the respective firm or Everspin’s investor relations.

About Everspin Technologies

Everspin Technologies, Inc. is the world’s leading provider of Magnetoresistive RAM (MRAM). Everspin MRAM delivers the industry’s most robust, highest performance non-volatile memory for Industrial IoT, Data Center, and other mission-critical applications where data persistence is paramount. Headquartered in Chandler, Arizona, Everspin provides commercially available MRAM solutions to a large and diverse customer base. For more information, visit www.everspin.com. NASDAQ: MRAM.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements regarding future results that involve risks and uncertainties that could cause actual results or events to differ materially from the expectations disclosed in the forward-looking statements, including, but not limited to the statements made under the caption “Business Outlook.” Forward-looking statements are identified by words such as “believe,” “will,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “could,” “potentially” or the negative of these terms or similar expressions. These include, but are not limited to our future plans, strategies, objectives, expectations, intentions and financial performance and the assumptions that underlie these statements. Actual results could differ materially from these forward-looking statements as a result of certain risks and uncertainties, including, without limitation, the risks set forth in Everspin’s Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2020 and November 5, 2020 under the caption “Risk Factors” as well as in our other filings with the SEC. Any forward-looking statements made by Everspin in this press release speak only as of the date on which they are made and subsequent events may cause these expectations to change. Everspin disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise.

Daniel Berenbaum, CFO

T: 480-347-1099

E: [email protected]

KEYWORDS: Arizona United States North America

INDUSTRY KEYWORDS: Technology Hardware Data Management

MEDIA:

SHAREHOLDER ALERT: WeissLaw LLP Investigates Anchiano Therapeutics Ltd.

PR Newswire

NEW YORK, Dec. 15, 2020 /PRNewswire/ — WeissLaw LLP is investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Anchiano Therapeutics Ltd. (“Anchiano” or the “Company”) (NASDAQ: ANCN) in connection with the Company’s proposed merger with Chemomab Ltd. (“Chemomab”), a privately-held clinical-stage biotech company that develops therapeutics for fibrosis-related diseases.  Anchiano will combine with Chemomab via a reverse-merger to create a public company focused on advancing Chemomab’s lead product, CM-101.  Upon closing of the proposed transaction, Anchiano shareholders will only own approximately 10% of the combined company, prior to additional PIPE financing.


If you own Anchiano shares and wish to discuss this investigation or have any questions concerning this notice or your rights or interests, visit our website:


https://www.weisslawllp.com/ancn/


Or please contact:



Joshua Rubin, Esq.

WeissLaw LLP
1500 Broadway, 16th Floor
New York, NY  10036
(212) 682-3025
(888) 593-4771
[email protected]

WeissLaw is investigating whether Anchiano’s board acted in the best interest of Anchiano’s public shareholders in agreeing to the proposed transaction, whether the board was fully informed as to the valuation of Chemomab, and whether all information regarding the process undertaken by the board and the valuation of the transaction will be fully and fairly disclosed to Anchiano’s public shareholders. 

WeissLaw LLP has litigated hundreds of stockholder class and derivative actions for violations of corporate and fiduciary duties.  We have recovered over a billion dollars for defrauded clients and obtained important corporate governance relief in many of these cases.  If you have information or would like legal advice concerning possible corporate wrongdoing (including insider trading, waste of corporate assets, accounting fraud, or materially misleading information), consumer fraud (including false advertising, defective products, or other deceptive business practices), or anti-trust violations, please email us at [email protected]

 

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/shareholder-alert-weisslaw-llp-investigates-anchiano-therapeutics-ltd-301193540.html

SOURCE WeissLaw LLP

KBX Logistics/Georgia-Pacific Awards Hub Group Intermodal Carrier of the Year

OAK BROOK, Ill., Dec. 15, 2020 (GLOBE NEWSWIRE) — Hub Group (NASDAQ: HUBG) announced today that it has been awarded 2019 Intermodal Carrier of the Year by KBX Logistics/Georgia-Pacific. Hub Group received this distinguished award by providing exceptional on time performance (OTP), multiple modes and services and overall growth with KBX Logistics/Georgia-Pacific.

“Hub Group had a great year in 2019 and of the intermodal providers with whom we work, Hub Group performed first in 2020 from a volume standpoint,” said Paul Snider, President of KBX Logistics during the KBX Annual Carrier Conference, which was virtually hosted earlier this week. “Through honest and open dialogue, we have been able to create even greater value in the supply chain and learn how to best address service issues. I’m optimistic about the future as we come out of the pandemic and work more closely together moving forward.”

Hub Group has been working with KBX Logistics/Georgia-Pacific since 1981. During 2019 and into 2020, Hub Group has enabled continued business growth by developing innovative supply chain solutions, securing capacity and delivering results.

“We are again honored to be awarded Intermodal Carrier of the Year by KBX Logistics and Georgia-Pacific,” said David Yeager, Hub Group Chairman and Chief Executive Officer. “Our strategic relationship and collaboration with Georgia-Pacific and KBX Logistics continues to be key to our mutual success and growth.”

ABOUT GEORGIA-PACIFIC: Based in Atlanta, Georgia-Pacific and its subsidiaries are among the world’s leading manufacturers and marketers of bath tissue, paper towels and napkins, tableware, paper-based packaging, cellulose, specialty fibers, nonwoven fabrics, building products and related chemicals. Our familiar consumer brands include Quilted Northern®, Angel Soft®, Brawny®, Dixie®enMotion®, Sparkle® and Vanity Fair®. Georgia-Pacific has long been a leading supplier of building products to lumber and building materials dealers and large do-it-yourself warehouse retailers. Its Georgia-Pacific Recycling subsidiary is among the world’s largest traders of paper, metal and plastics. The company operates more than 150 facilities and employs more than 30,000 people directly and creates approximately 89,000 jobs indirectly. For more information, visit: gp.com/about-us. For news, visit: gp.com/news

ABOUT KBX LOGISTICS: KBX Logistics is the transportation arm for Koch Industries and an independent Koch company. Based in Wichita, Kansas, Koch Industries, Inc. is one of the largest private companies in America, with estimated annual revenues as high as $110 billion, according to Forbes. It owns a diverse group of companies involved in refining, chemicals, and biofuels; forest and consumer products; fertilizers; polymers and fibers; process and pollution control systems; electronics, software and data analytics; minerals; glass; automotive components; ranching; commodity trading; and investments. With a presence in 70 countries, Koch companies employ nearly 130,000 people worldwide, with about 65,000 of those in the United States. From January 2009 to present, Koch companies have earned more than 1,300 awards for safety, environmental excellence, community stewardship, innovation, and customer service. For more information on KBX Logistics, visit www.kbxlogistics.com.

ABOUT HUB GROUP: Hub Group offers comprehensive transportation and logistics management solutions. Keeping our customers’ needs in focus, Hub Group designs, continually optimizes and applies industry-leading technology to our customers’ supply chains for better service, greater efficiency and total visibility. As an award-winning, publicly traded company (NASDAQ: HUBG) with $3.7 billion in revenue, our 5,000 employees across the globe are always in pursuit of “The Way Ahead” – a commitment to service, integrity and innovation. For more information, visit https://www.hubgroup.com.



Contact Jennifer Telek from Hub Group Inc. 630 217 4772

iQIYI Announces Proposed Offering of Convertible Senior Notes and Proposed Offering of American Depositary Shares

PR Newswire

BEIJING, Dec. 15, 2020 /PRNewswire/ — iQIYI, Inc. (Nasdaq: IQ) (“iQIYI” or the “Company”), an innovative market-leading online entertainment service in China, today announced the commencement of a registered underwritten public offering by the Company of its convertible senior notes due 2026 (the “Notes”) and a registered underwritten public offering by the Company of American Depositary Shares, each representing seven Class A ordinary shares, par value $0.00001 per share, of the Company (the “ADSs”).

The Company proposes to offer US$800 million aggregate principal amount of the Notes, subject to market conditions. The Company also intends to grant the underwriters in the Notes offering a 30-day option to purchase up to an additional US$100 million aggregate principal amount of the Notes. The Notes will be senior, unsecured obligations of the Company. The Notes will mature on December 15, 2026, unless repurchased, redeemed or converted in accordance with their terms prior to such date. The Company may not redeem the Notes prior to maturity, unless certain tax-related events occur. Holders of the Notes may require the Company to repurchase all or part of their Notes in cash on August 1, 2024 or in the event of certain fundamental changes. Prior to the close of business on the business day immediately preceding June 15, 2026, the Notes will be convertible only if certain conditions are met. On or after June 15, 2026 until the close of business on the business day immediately preceding the maturity date, the Notes will be convertible at the option of the holders at any time. Upon conversion, holders will receive cash, ADSs or a combination of cash and ADSs, at the election of the Company. The interest rate, initial conversion rate and certain other terms of the Notes will be determined at the time of pricing of the Notes.

Concurrently with the offering of the Notes, the Company is offering an aggregate of 40,000,000 ADSs, subject to market conditions. The Company intends to grant the underwriters a 30-day option to purchase up to an aggregate of 6,000,000 additional ADSs. 

The Company intends to use the net proceeds from the Notes offering and the ADS offering to expand and enhance its content offerings, strengthen its technologies and for working capital and other general corporate purposes. 

The offering of the Notes is not contingent on the closing of the concurrent offering of the ADSs, and the concurrent offering of the ADSs is not contingent on the closing of the offering of the Notes.

Goldman Sachs (Asia) L.L.C., BofA Securities, Inc. and J.P. Morgan Securities LLC are acting as joint book-running managers for the offerings.

The Notes offering and the ADS offering will be made pursuant to an effective shelf registration statement on Form F-3 filed with the U.S. Securities and Exchange Commission (the “SEC”), which is available on the SEC’s website at www.sec.gov. A preliminary prospectus supplement and accompanying prospectus related to the Notes offering have been filed with the SEC and will be available on the SEC’s website at www.sec.gov. A preliminary prospectus supplement and accompanying prospectus related to the ADS offering have been filed with the SEC and will be available on the SEC’s website at www.sec.gov.

Copies of the preliminary prospectus supplements and the accompanying prospectus related to the Notes offering and the ADS offering may also be obtained calling Goldman, Sachs & Co. toll-free at 1-866-471-2526, BofA Securities, Inc. toll-free at 1-800-294-1322, or J.P. Morgan Securities LLC toll-free at 1-866-803-9204. 

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, nor shall there be a sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

This press release contains information about the pending offerings of the Notes and the ADSs, and there can be no assurance that any of the offerings will be completed.


About iQIYI, Inc.

iQIYI, Inc. is an innovative market-leading online entertainment service in China. Its corporate DNA combines creative talent with technology, fostering an environment for continuous innovation and the production of blockbuster content. iQIYI’s platform features highly popular original content, as well as a comprehensive library of other professionally-produced content, professional user generated content and user-generated content. The Company distinguishes itself in the online entertainment industry by its leading technology platform powered by advanced AI, big data analytics and other core proprietary technologies. iQIYI attracts a massive user base with tremendous user engagement, and has developed a diversified monetization model including membership services, online advertising services, content distribution, online games, live broadcasting, IP licensing, talent agency, online literature and e-commerce etc. For more information, please visit http://ir.iqiyi.com.


Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Among other things, the description of the proposed offering in this announcement contains forward-looking statements. iQIYI may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about iQIYI’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: iQIYI’s strategies; iQIYI’s future business development, financial condition and results of operations; iQIYI’s ability to retain and increase the number of users, members and advertising customers, and expand its service offerings; competition in the online entertainment industry; changes in iQIYI’s revenues, costs or expenditures; Chinese governmental policies and regulations relating to the online entertainment industry, general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of the press release, and iQIYI undertakes no duty to update such information, except as required under applicable law.

For more information, please contact:

Investor Relations
iQIYI, Inc.
+ 86 10 8264 6585
[email protected]

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SOURCE iQIYI, Inc.

SHAREHOLDER ALERT: WeissLaw LLP Investigates TC PipeLines, LP

PR Newswire

NEW YORK, Dec. 15, 2020 /PRNewswire/ — WeissLaw LLP is investigating possible breaches of the limited partnership agreement, fiduciary duty, and other violations of law by the board of directors of TC PipeLines, LP (“TCP” or the “Partnership”) (NYSE: TCP) in connection with the proposed interested-party acquisition of the Partnership by TC Energy Corporation (“TRP”), pursuant to which TRP will acquire all of the minority units of TCP that it does not already own.  Under the terms of the acquisition agreement, TCP unitholders will receive 0.70 shares of TRP common stock for each TCP unit that they hold, representing implied per-share merger consideration of $30.95 based upon TRP’s December 14, 2020 closing price of $44.21


If you own TCP units and wish to discuss this investigation or have any questions concerning this notice or your rights or interests, visit our website:


http://www.weisslawllp.com/tcp/


Or please contact:



Joshua Rubin, Esq.

WeissLaw LLP
1500 Broadway, 16th Floor
New York, NY  10036
(212) 682-3025
(888) 593-4771
[email protected]

In light of the fact that TRP already controls 24% of TRP’s common units, WeissLaw is investigating whether TCP’s board was truly independent and fully informed as to the valuation of the proposed acquisition of the Partnership, whether the board acted in the best interest of TCP minority unitholders in agreeing to the proposed transaction, and whether all information regarding the sales process and valuation of the transaction will be fully and fairly disclosed to TCP unitholders.  Notably, the Company’s 52-week high trading price was $44.65, nearly $14.00 more than the implied per-share merger consideration.

WeissLaw LLP has litigated hundreds of stockholder class and derivative actions for violations of corporate and fiduciary duties.  We have recovered over a billion dollars for defrauded clients and obtained important corporate governance relief in many of these cases.  If you have information or would like legal advice concerning possible corporate wrongdoing (including insider trading, waste of corporate assets, accounting fraud, or materially misleading information), consumer fraud (including false advertising, defective products, or other deceptive business practices), or anti-trust violations, please email us at [email protected]

 

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SOURCE WeissLaw LLP

AutoZone Authorizes Additional Stock Repurchase

MEMPHIS, Tenn., Dec. 15, 2020 (GLOBE NEWSWIRE) — AutoZone, Inc. (NYSE: AZO), today announced its Board of Directors authorized the repurchase of an additional $1.5 billion of the Company’s common stock in connection with its ongoing share repurchase program. Since the inception of the repurchase program in 1998, and including the above amount, AutoZone’s Board of Directors has authorized $24.650 billion in share repurchases.

“AutoZone’s continued strong financial performance allows us to repurchase our stock while maintaining our investment grade credit ratings,” said Bill Giles, Chief Financial Officer and Executive Vice President – Finance, Information Technology, and Store Development. “We remain committed to utilizing share repurchases within the bounds of a disciplined capital structure to enhance stockholder returns while maintaining adequate liquidity to execute our plans.”

About AutoZone:

As of November 21, 2020, the Company had 5,924 stores in the U.S., 621 stores in Mexico, and 45 stores in Brazil for a total store count of 6,590.

AutoZone is the leading retailer and a leading distributor of automotive replacement parts and accessories in the Americas. Each AutoZone store carries an extensive product line for cars, sport utility vehicles, vans and light trucks, including new and remanufactured automotive hard parts, maintenance items, accessories, and non-automotive products. Many stores also have a commercial sales program that provides commercial credit and prompt delivery of parts and other products to local, regional and national repair garages, dealers, service stations and public sector accounts. We also have commercial programs in all stores in Mexico and Brazil. AutoZone also sells the ALLDATA brand diagnostic and repair software through www.alldata.com and www.alldatadiy.com. Additionally, we sell automotive hard parts, maintenance items, accessories and non-automotive products through www.autozone.com and our commercial customers can make purchases through www.autozonepro.com. We also provide product information on our Duralast branded products through www.duralastparts.com. AutoZone does not derive revenue from automotive repair or installation.

Contact Information:

Financial: Brian Campbell at (901) 495-7005, [email protected]
Media: David McKinney at (901) 495-7951, [email protected] 



SHAREHOLDER ALERT: WeissLaw LLP Investigates Cardtronics plc

PR Newswire

NEW YORK, Dec. 15, 2020 /PRNewswire/ — WeissLaw LLP is investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Cardtronics plc (“Cardtronics” or the “Company”) (NASDAQ: CATM) in connection with the proposed acquisition of the Company by funds managed by affiliates of Apollo Global Management, Inc. (NYSE: APO) and Hudson Executive Capital LP.  Under the terms of the acquisition agreement, the Company’s shareholders will receive $35.00 per share in cash for each share of Cardtronics common stock that they hold.    


If you own Cardtronics shares and wish to discuss this investigation or have any questions concerning this notice or your rights or interests, visit our website:


https://www.weisslawllp.com/catm/


Or please contact:



Joshua Rubin, Esq.

WeissLaw LLP
1500 Broadway, 16th Floor
New York, NY  10036
(212) 682-3025
(888) 593-4771
[email protected]

WeissLaw is investigating whether (i) Cardtonics’ board of directors acted in the best interests of Company shareholders in agreeing to the proposed transaction, (ii) the $35.00 per-share merger consideration adequately compensates Cardtonics’ shareholders, and (iii) all information regarding the sales process and valuation of the transaction will be fully and fairly disclosed.  Notably, at least one analyst has set a price target for the Company as high as $40 per share, $5 more than the proposed merger consideration.

WeissLaw LLP has litigated hundreds of stockholder class and derivative actions for violations of corporate and fiduciary duties.  We have recovered over a billion dollars for defrauded clients and obtained important corporate governance relief in many of these cases.  If you have information or would like legal advice concerning possible corporate wrongdoing (including insider trading, waste of corporate assets, accounting fraud, or materially misleading information), consumer fraud (including false advertising, defective products, or other deceptive business practices), or anti-trust violations, please email us at [email protected]

 

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SOURCE WeissLaw LLP