Market Newsdesk

December 2, 2020 5:03 pm

Allegion Declares Quarterly Dividend

Allegion Declares Quarterly Dividend

DUBLIN–(BUSINESS WIRE)–Allegion plc (NYSE: ALLE), a leading global security products and solutions provider, today announced that its board of directors declared a quarterly dividend of $0.32 per ordinary share of the company.

The dividend is payable on Dec. 30, 2020, to shareholders of record on Dec. 16, 2020.

About Allegion

Allegion (NYSE: ALLE) is a global pioneer in seamless access, with leading brands like CISA^®, Interflex^®, LCN^®, Schlage^®, SimonsVoss^® and Von Duprin^®. Focusing on security around the door and adjacent areas, Allegion secures people and assets with a range of solutions for homes, businesses, schools and institutions. Allegion had $2.9 billion in revenue in 2019 and sells products in almost 130 countries.

For more, visit www.allegion.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201202005936/en/

Media Contact:

Whitney Moorman – Reputation Management Leader

317-810-3241

[email protected]

Analyst Contact:

Tom Martineau – Vice President, Investor Relations, and Treasurer

317-810-3759

[email protected]

KEYWORDS: Indiana North America United States Ireland United Kingdom Europe

INDUSTRY KEYWORDS: Security Home Goods Manufacturing Retail Finance Building Systems Hardware Interior Design Other Construction & Property Professional Services Architecture Residential Building & Real Estate Consumer Electronics Technology Commercial Building & Real Estate Construction & Property Office Products Other Manufacturing Specialty

MEDIA:

Logo

December 2, 2020 5:03 pm

MarketAxess Announces Monthly Volume Statistics for November 2020

NEW YORK, Dec. 02, 2020 (GLOBE NEWSWIRE) — MarketAxess Holdings Inc. (Nasdaq: MKTX), the operator of a leading electronic trading platform for fixed-income securities, and the provider of market data and post-trade services for the global fixed-income markets, today announced monthly trading volume for November 2020 of $503.8 billion consisting of $219.2 billion in credit volume and $284.7 billion in rates volume.

Reported MarketAxess volume in all product categories includes only fully electronic trading volume. MarketAxess trading volumes, TRACE reported volumes and Trax® processed volumes are available on the Company’s website at investor .marketaxess.com /volume .cfm

Cautionary Note Regarding Forward-Looking Statements

This press release may contain forward-looking statements, including statements about the outlook and prospects for Company and industry growth, as well as statements about the Company’s future financial and operating performance. These and other statements that relate to future results and events are based on MarketAxess’ current expectations. The Company’s actual results in future periods may differ materially from those currently expected or desired because of a number of risks and uncertainties, including: risks relating to the COVID-19 pandemic, including the possible effects of the economic conditions worldwide resulting from the COVID-19 pandemic; global economic, political and market factors; the volatility of financial services markets generally; the level of trading volume transacted on the MarketAxess platform; the absolute level and direction of interest rates and the corresponding volatility in the corporate fixed-income market; the level and intensity of competition in the fixed-income electronic trading industry and the pricing pressures that may result; the variability of our growth rate; the rapidly evolving nature of the electronic financial services industry; our ability to introduce new fee plans and our clients’ response; our exposure to risks resulting from non-performance by counterparties to transactions executed between our clients in which we act as an intermediary in matched principal trades; risks related to self-clearing; our dependence on our broker-dealer clients; the loss of any of our significant institutional investor clients; our ability to develop new products and offerings and the market’s acceptance of those products; the effect of rapid market or technological changes on us and the users of our technology; our ability to successfully maintain the integrity of our trading platform and our response to system failures, capacity constraints and business interruptions; our vulnerability to cyber security risks; our ability to protect our intellectual property rights or technology and defend against intellectual property infringement or other claims; our ability to enter into strategic alliances and to acquire other businesses and successfully integrate them with our business; our ability to comply with new and existing laws, rules and regulations both domestically and internationally; our ability to maintain effective compliance and risk management methods; the strain of growth initiatives on management and other resources; our future capital needs and our ability to obtain capital when needed; limitations on our operating flexibility contained in our credit agreement; and other factors. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. More information about these and other factors affecting MarketAxess’ business and prospects is contained in MarketAxess’ periodic filings with the Securities and Exchange Commission and can be accessed at www.marketaxess.com.

About MarketAxess

MarketAxess operates a leading, institutional electronic trading platform delivering expanded liquidity opportunities, improved execution quality and significant cost savings across global fixed-income markets. A global network of over 1,700 firms, including the world’s leading asset managers and institutional broker-dealers, leverages MarketAxess’ patented trading technology to efficiently trade bonds. MarketAxess’ award-winning Open Trading™ marketplace is regarded as the preferred all-to-all trading solution in the global credit markets, creating a unique liquidity pool for a broad range of credit market participants. Drawing on its deep data and analytical resources, MarketAxess provides automated trading solutions, market data products and a range of pre- and post-trade services.

MarketAxess is headquartered in New York and has offices in London, Amsterdam, Boston, Chicago, Los Angeles, Miami, San Francisco, São Paulo, Hong Kong and Singapore. For more information, please visit www.marketaxess.com.

Investor Relations Contact:

David Cresci
MarketAxess Holdings Inc.
+1-212-813-6027

Media Relations Contacts:

Kyle White
MarketAxess Holdings Inc.
+1-212-813-6355

William McBride
RF | Binder
+1-917-239-6726

MarketAxess Holdings Inc.

Monthly
Volume Statistics

	Average Daily Volume						Total Trading Volume
	Nov-20		Nov-19		% Change		Nov-20		Nov-19		% Change

	($ in millions)

U.S High-Grade
Fixed Rate	$	5,293	$	4,077	29.8	%	$	100,559	$	77,460	29.8	%
Floating Rate		244		223	9.4	%		4,639		4,246	9.3	%
Total U.S. High-Grade		5,537		4,300	28.8	%		105,198		81,706	28.8	%
Other Credit
U.S. High-Yield		1,778		885	100.9	%		33,783		16,816	100.9	%
Emerging Markets		2,625		2,023	29.7	%		49,868		38,433	29.8	%
Eurobonds		1,380		1,087	27.0	%		28,970		22,820	27.0	%
Other Credit Products		71		37	91.9	%		1,353		701	93.0	%
Total Other Credit		5,854		4,032	45.2	%		113,974		78,770	44.7	%
Total Credit¹		11,391		8,332	36.7	%		219,172		160,476	36.6	%
Rates
U.S. Government Bonds ²		14,740		15,636	-5.7	%		280,063		297,078	-5.7	%
Agencies and Other Government Bonds ¹		241		152	58.6	%		4,624		2,911	58.8	%
Total Rates		14,981		15,788	-5.1	%		284,687		299,989	-5.1	%


Number of U.S. Trading Days³		19		19
Number of U.K. Trading Days⁴		21		21

NOTES:
¹ Consistent with FINRA TRACE reporting standards, both sides of trades are included in the Company’s reported volumes when the Company executes trades on a matched principal basis between two counterparties.
² U.S. Government Bonds represent U.S. treasury volume traded through the MarketAxess Rates platform, formerly known as LiquidityEdge, which was acquired by the Company on November 1, 2019. Consistent with industry standards, U.S. Government Bond trades are single-counted.
³ The number of U.S. trading days is based on the SIFMA holiday recommendation calendar.
⁴ The number of U.K. trading days is based on the U.K. Bank holiday schedule.

December 2, 2020 5:03 pm

Bragar Eagel & Squire, P.C. Reminds Investors That Class Action Lawsuits Have Been Filed Against Loop Industries, Turquoise Hill Resources, Reta Pharmaceuticals, and Evolus and Encourages Investors to Contact the Firm

NEW YORK, Dec. 02, 2020 (GLOBE NEWSWIRE) — Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, reminds investors that class actions have been commenced on behalf of stockholders of Loop Industries, Inc. (NASDAQ: LOOP), Turquoise Hill Resources Ltd. (NYSE: TRQ), Reata Pharmaceuticals, Inc. (NASDAQ: RETA), and Evolus, Inc. (NASDAQ: EOLS). Stockholders have until the deadlines below to petition the court to serve as lead plaintiff. Additional information about each case can be found at the link provided.

Loop Industries, Inc. (NASDAQ: LOOP)

Class Period: September 24, 2018 to October 12, 2020

Lead Plaintiff Deadline: December 14, 2020

On October 13, 2020, Hindenburg Research published a report alleging, among other things, that “Loop’s scientists, under pressure from CEO Daniel Solomita, were tacitly encouraged to lie about the results of the company’s process internally.” The report also stated that “Loop’s previous claims of breaking PET down to its base chemicals at a recovery rate of 100% were ‘technically and industrially impossible,’” according to a former employee. Moreover, the report alleged that “Executives from a division of key partner Thyssenkrupp, who Loop entered into a ‘global alliance agreement’ with in December 2018, told us their partnership is on ‘indefinite’ hold and that Loop ‘underestimated’ both costs and complexities of its process.”

On this news, the Company’s share price fell $3.78, or over 32%, to close at $7.83 per share on October 13, 2020.

The complaint, filed on October 13, 2020, alleges that throughout the Class Period defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, defendants failed to disclose to investors: (1) that Loop scientists were encouraged to misrepresent the results of Loop’s purportedly proprietary process; (2) that Loop did not have the technology to break PET down to its base chemicals at a recovery rate of 100%; (3) that, as a result, the Company was unlikely to realize the purported benefits of Loop’s announced partnerships with Indorama and Thyssenkrupp; and (4) that, as a result of the foregoing, defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.

For more information on the Loop class action go to: https://bespc.com/cases/Loop

Turquoise Hill Resources Ltd. (NYSE: TRQ)

Class Period: July 17, 2018 to July 31, 2019

Lead Plaintiff Deadline: December 14, 2020

Turquoise Hill is an international mining company focused on the operation and development of the Oyu Tolgoi copper-gold mine in Southern Mongolia (“Oyu Tolgoi”), which is the Company’s principal and only material resource property. Turquoise Hill’s subsidiary, Oyu Tolgoi LLC, holds a 66% interest in Oyu Tolgoi, and the remainder is held by the Government of Mongolia.

Rio Tinto plc and Rio Tinto Limited are operated and managed together as single economic unit and engage in mining and metals operations in approximately 35 countries. Through their subsidiaries, Rio Tinto owns 50.8% of Turquoise Hill. A Rio Tinto subsidiary, Rio Tinto International Holdings, Inc. (“Rio Tinto International” or “RTIH”; and collectively with Rio Tinto plc and Rio Tinto Limited, “Rio Tinto”), is also the manager of the Oyu Tolgoi project, including having responsibility for its development and construction.

On July 31, 2019, Turquoise Hill issued a press release and Management Discussion & Analysis (“MD&A”) making further disclosures about the status of the project, including that Turquoise Hill took a $600 million impairment charge and a substantial “deferred income tax recognition adjustment” tied to the Oyu Tolgoi project, and that it suffered a loss in the second quarter. The next day, before the market open, Rio Tinto issued a release concerning in part the project status, including that it had also taken an impairment charge related to the Oyu Tolgoi project, of $800 million.

Following this news, on August 1, 2019, Turquoise Hill’s common stock price closed at $0.53 per share, down 8.62% from the prior day’s closing price of $0.58 per share.

The complaint, filed on October 15, 2020, alleges that throughout the Class Period defendants made materially false and misleading statements and omitted to disclose material facts regarding the Company’s business and operations. Specifically, defendants made false and or misleading statements and/or failed to disclose that: (i) the progress of underground development of Oyu Tolgoi was not proceeding as planned; (ii) there were significant undisclosed underground stability issues that called into question the design of the mine, the projected cost and timing of production; (iii) the Company’s publicly disclosed estimates of the cost, date of completion and dates for production from the underground mine were not achievable; (iv) the development capital required for the underground development of Oyu Tolgoi would cost substantially more than a billion dollars over what the Company had represented; and (v) Turquoise Hill would require additional financing and/or equity to complete the project.

For more information on the Turquoise Hill class action go to: https://bespc.com/cases/TRQ

Reata Pharmaceuticals, Inc. (NASDAQ: RETA)

Class Period: October 15, 2019 to August 7, 2020

Lead Plaintiff Deadline: December 14, 2020

Reata is a clinical stage biopharmaceutical company that develops novel therapeutics for patients with serious or life-threatening diseases by targeting molecular pathways that regulate cellular metabolism and inflammation.

Among Reata’s drug candidates under development is omaveloxolone, which is in Phase 2 clinical development to treat Friedreich’s ataxia (“FA”). Following the announcement of positive data from the MOXIe Part 2 study of omaveloxolone for FA in October 2019, the Company represented that it would seek submission for marketing approval of omaveloxolone for the treatment of FA in the U.S. with the U.S. Food and Drug Administration (“FDA”).

On August 10, 2020, Reata issued a press release announcing its second quarter 2020 financial results, wherein it disclosed that the FDA is “not convinced that the MOXIe Part 2 results” of the Company’s study assessing omaveloxolone for the treatment of FA “will support a single study approval without additional evidence that lends persuasiveness to the results,” and that, “[i]n preliminary comments for [a] meeting, the FDA stated that [Defendants] will need to conduct a second pivotal trial that confirms the mFARS [modified Friedreich’s Ataxia Rating Scale] results of the MOXIe Part 2 study with a similar magnitude of effect.”

On this news, Reata’s stock price fell $51.79 per share, or 33.16%, to close at $104.41 per share on August 10, 2020.

The Complaint, filed on October 15, 2020, alleges that throughout the Class Period defendants made materially false and misleading statements regarding the Company’s business. Specifically, defendants made false and/or misleading statements and/or failed to disclose that: (i) the MOXIe Part 2 study results were insufficient to support a single study marketing approval of omaveloxolone for the treatment of FA in the U.S. without additional evidence; (ii) as a result, it was foreseeable that the FDA would not accept marketing approval of omaveloxolone for the treatment of FA in the U.S. based on the MOXIe Part 2 study results; and (iii) as a result, the Company’s public statements were materially false and misleading at all relevant times.

For more information on the Reata class action go to: https://bespc.com/cases/REATA

Evolus, Inc. (NASDAQ: EOLS)

Class Period: February 1, 2019 to July 6, 2020

Lead Plaintiff Deadline: December 15, 2020

Beginning in February 2019, Evolus embarked on a public campaign to hype the market right before the commercial launch of its sole leading product Jeuveau™. To secure an aggressive growth and an rapid influx of revenue, Evolus disseminated dozens of public statements in which they promoted Jeuveau™ as a proprietary formulation of the botulinum toxic type A complex, purportedly developed by Korean bioengineering company Daewoong through years of clinical research and millions of dollars’ worth of investment in research and development. Among other things, Evolus promised investors that it would attain the number two U.S. market position within 24 months of launch.

The investing public learned the real truth about Jeuveau™ on July 6, 2020 when the U.S. International Trade Commission (“ITC”) issued its Initial Final Determination in a case brought by Allergan and Medytox against Evolus, alleging that Evolus stole certain trade secrets to develop Jeuveau™. Coming as a great surprise to the unsuspecting investors, the ITC Judge found that Evolus misappropriated the botulinum toxin strain as well as the manufacturing processes that led to its development and manufacture. To make things even more catastrophic, the ITC Judge recommended a ten-year long ban on Evolus’ ability to import Jeuveau™ into the United States and a ten-year long cease and desist order preventing Evolus from selling Jeuveau™ in the United States.

On this news Evolus’s share price declined sharply, falling 37% over the course of two trading days, to close at $3.35 on July 8, 2020. Following the news of the ITC’s Initial Final Determination and the subsequent price drop of Evolus’s common shares, several securities analysts downgraded Evolus’s rating and significantly lowered the Company’s price target.

The complaint, filed on October 16, 2020, alleges that throughout the Class period defendants made materially false and misleading statements, and failed to disclose material adverse facts about the Company’s business, operational, and compliance policies. Specifically, defendants made false and/or misleading statements and failed to disclose to investors that: (i) the real source of botulinum toxin bacterial strain as well as the manufacturing processes used to develop Jeuveau™ originated with and were misappropriated from Medytox; (ii) sufficient evidentiary support existed for the allegations that Evolus misappropriated certain trade secrets relating to the botulin toxin strain and the manufacturing processes for the development of Jeuveau™; (iii) as a result, Evolus faced a real threat of regulatory and/or court action, prohibiting the import, marketing, and sale of Jeuveau™; which in turn (iv) seriously threatened Evolus’ ability to commercialize Jeuveau™ in the United States and generate revenue; and (v) any revenues generated from the sale of Jeuveau™ were based on Evolus’ unlawful activities, including the misappropriation of trade secrets and secret manufacturing processes belonging to Allergan and Medytox.

For more information on the Evolus class action go to: https://bespc.com/cases/EOLS

About Bragar Eagel & Squire, P.C.:

Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York and California. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.

Contact Information:

Bragar Eagel & Squire, P.C.
Brandon Walker, Esq.
Melissa Fortunato, Esq.
Marion Passmore, Esq.
(212) 355-4648
[email protected]
www.bespc.com

December 2, 2020 5:00 pm

Magellan Midstream Prices $300 Million Debt Offering Due 2050

PR Newswire

TULSA, Okla., Dec. 2, 2020 /PRNewswire/ — Magellan Midstream Partners, L.P. (NYSE: MMP) announced today that it has priced $300 million of its 3.95% senior notes due 2050. The notes, which are additional notes of the series originally issued on Aug. 19, 2019, were priced at 109.678% of par, with a re-offer yield of 3.418%. The partnership intends to use the net proceeds from this offering of approximately $322 million, after deducting underwriting discounts, estimated offering expenses and accrued interest, for general partnership purposes, which may include repayment of indebtedness, including borrowings under its revolving credit facility and commercial paper program, capital expenditures and repurchases of its common units.

The offering is expected to close on Dec. 16, 2020 and is subject to the satisfaction of customary closing conditions. Wells Fargo Securities, LLC, Barclays Capital Inc., PNC Capital Markets LLC, TD Securities (USA) LLC and Truist Securities, Inc. are joint book-running managers for the debt offering, with J.P. Morgan Securities LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and U.S. Bancorp Investments, Inc. acting as co-managers.

The offering is being made only by means of a prospectus supplement and accompanying base prospectus. Copies of these documents may be obtained on EDGAR on the Securities and Exchange Commission website at www.sec.gov. Alternatively, an underwriter participating in this offering will arrange to send a prospectus as supplemented to an investor if requested by contacting:

Wells Fargo Securities, LLC, 608 2^nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attention: WFS Customer Service, email: [email protected], phone: (800) 645-3751;
Barclays Capital Inc., c/o Broadridge Financial Solutions, Inc., 1155 Long Island Avenue, Edgewood, NY 11717, email: [email protected], phone: (888) 603-5847;
PNC Capital Markets LLC, 300 Fifth Avenue, 10^th Floor, Pittsburgh, PA 15222, phone: (855) 881-0697;
TD Securities (USA) LLC, 31 West 52^nd Street, New York, NY 10019, Attention: Transaction Management Group, email: [email protected], phone: (855) 495-9846; and
Truist Securities, Inc., 303 Peachtree Street, Atlanta, GA 30308, Attention: Prospectus Department, phone: (800) 685-4786.

A registration statement relating to these securities became effective upon filing with the Securities and Exchange Commission. This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Magellan Midstream Partners, L.P.
Magellan Midstream Partners, L.P. (NYSE: MMP) is a publicly traded partnership that primarily transports, stores and distributes refined petroleum products and crude oil. The partnership owns the longest refined petroleum products pipeline system in the country, with access to nearly 50% of the nation’s refining capacity, and can store more than 100 million barrels of petroleum products such as gasoline, diesel fuel and crude oil.

Except for statements of historical fact, this news release constitutes forward-looking statements as defined by federal law. Forward-looking statements can be identified by words such as: estimated, expected, intends, may, subject, conditions and similar references to future periods. Although management believes such statements are based on reasonable assumptions, such statements necessarily involve known and unknown risks and uncertainties that may cause actual outcomes to be materially different. Among the key risk factors that may have a direct impact on the partnership’s results of operations and financial condition are: impacts from the COVID-19 pandemic; impacts of the oversupply of crude oil and petroleum products; claims for force majeure relief by its customers or vendors; its ability to identify growth projects with acceptable expected returns and to complete projects on time and at expected costs; changes in price or demand for refined petroleum products, crude oil and natural gas liquids, or for transportation, storage, blending or processing of those commodities through its facilities; changes in the partnership’s tariff rates or other terms as required by state or federal regulatory authorities; shut-downs or cutbacks at refineries, of hydrocarbon production or at other businesses that use or supply the partnership’s services; changes in the throughput or interruption in service on pipelines or other facilities owned and operated by third parties and connected to the partnership’s terminals, pipelines or other facilities; the occurrence of operational hazards or unforeseen interruptions; the treatment of the partnership as a corporation for federal or state income tax purposes or the partnership becoming subject to significant forms of other taxation; an increase in the competition the partnership’s operations encounter; disruption in the debt and equity markets that negatively impacts the partnership’s ability to finance its capital needs; changes in its capital needs, cash flows and availability of cash to fund unit repurchases or distributions; and failure of customers to meet or continue contractual obligations to the partnership. Additional factors that could lead to material changes in performance are described in the partnership’s filings with the Securities and Exchange Commission, including the partnership’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2019 and subsequent reports on Forms 8-K and 10-Q. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, especially under the headings “Risk Factors” and “Forward-Looking Statements.” Forward-looking statements made by the partnership in this release are based only on information currently known, and the partnership undertakes no obligation to revise its forward-looking statements to reflect future events or circumstances.

Contact:	Paula Farrell
	(918) 574-7650
	[email protected]

View original content to download multimedia:http://www.prnewswire.com/news-releases/magellan-midstream-prices-300-million-debt-offering-due-2050-301185162.html

SOURCE Magellan Midstream Partners, L.P.

December 2, 2020 4:55 pm

AT&T Inc. Announces Pricing Terms for Its Exchange Offers

AT&T Inc. Announces Pricing Terms for Its Exchange Offers

DALLAS–(BUSINESS WIRE)–
AT&T Inc. (NYSE: T) (“AT&T”) announced today pricing terms with respect to its private offers to (i) exchange four series of notes issued by AT&T (collectively, the “Pool 1 Notes”) for a combination of cash and a new series of AT&T’s senior notes to be due in 2057 (the “New 2057 Notes”) as described in the table below. For each $1,000 principal amount of Pool 1 Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on December 1, 2020 and accepted by AT&T, the following table sets forth the yields, the total consideration, the principal amount of the New 2057 Notes and the amount of cash, as priced below:

Title of Security	Issuer	CUSIP Number(s)	Acceptance Priority Level	Reference UST Security	Reference Yield⁽¹⁾	Fixed Spread (basis points)	Yield⁽²⁾	Cash Payment Percent of Premium⁽³⁾	Total Consideration⁽⁴⁾	Principal Amount of New 2057 Notes	Cash
Pool 1 Notes
4.800% Global Notes due 2044*	AT&T Inc.	00206RCG5	1	1.375% due 8/15/2050	1.709%	170	3.409%	0%	$1,220.65	$1,222.81	$0
4.500% Global Notes due 2048*	AT&T Inc.	00206RDL3 / 00206RDJ8	2	1.375% due 8/15/2050	1.709%	180	3.509%	0%	$1,171.02	$1,173.10	$0
4.35% Global Notes due 2045*	AT&T Inc.	00206RBK7 / U04644AE7	3	1.375% due 8/15/2050	1.709%	170	3.409%	0%	$1,153.48	$1,155.53	$0
4.30% Global Notes due 2042*	AT&T Inc.	00206RBH4 / 00206RBG6	4	1.375% due 8/15/2050	1.709%	160	3.309%	0%	$1,151.70	$1,153.74	$0

(1) The bid-side yield on the Reference UST Security.

(2) Reflects the bid-side yield on the Reference UST Security plus the applicable Fixed Spread, calculated in accordance with the procedures set forth in the Offering Memorandum, dated November 17, 2020 (the “Offering Memorandum”).

(3) The cash payment percent of premium is the percent of the amount by which the total consideration exceeds $1,000 in principal amount and cash per $1,000 principal amount of such Old Notes.

(4) The total consideration for each series of Pool 1 Notes includes the early participation payment of $50 of principal amount of New 2057 Notes per $1,000 principal amount of Pool 1 Notes and assumes a settlement date of December 7, 2020.

and (ii) exchange nine series of notes issued by AT&T and certain of AT&T’s wholly-owned subsidiaries (collectively, the “Pool 2 Notes” and, together with the Pool 1 Notes, the “Old Notes”) for a combination of cash and a new series of AT&T’s senior notes to be due in 2033 (the “New 2033 Notes” and, together with the New 2057 Notes, the “New Notes”) as described in the table below. For each $1,000 principal amount of Pool 2 Notes validly tendered and not validly withdrawn prior to 5:00 p.m. New York City time on December 1, 2020 and accepted by AT&T, the following table sets forth the yields, the total consideration, the principal amount of the New 2033 Notes and the amount of cash, as priced below:

Title of Security	Issuer	CUSIP Number(s)	Acceptance Priority Level	Reference UST Security	Reference Yield⁽¹⁾	Fixed Spread (basis points)	Yield⁽²⁾	Cash Payment Percent of Premium⁽³⁾	Total Consideration⁽⁴⁾	Principal Amount of New 2033 Notes	Cash
Pool 2 Notes
7 1/8% Debentures due March 15, 2026^**+	Pacific Bell Telephone Company⁽⁵⁾⁽⁶⁾	694032AT0	1	0.250% due 10/31/2025	0.422%	80	1.222%	100%	$1,300.49	$1,000.33	$300.49
4.125% Global Notes due 2026*	AT&T Inc.	00206RCT7	2	0.250% due 10/31/2025	0.422%	45	0.872%	0%	$1,157.09	$1,157.47	$0
3.875% Global Notes due 2026*	AT&T Inc.	00206RHT2	3	0.250% due 10/31/2025	0.422%	45	0.872%	0%	$1,142.47	$1,142.85	$0
2.950% Global Notes due 2026*	AT&T Inc.	00206RHV7	4	0.250% due 10/31/2025	0.422%	50	0.922%	0%	$1,105.74	$1,106.11	$0
6.55% Debentures due January 15, 2028⁺	Ameritech Capital Funding Corporation⁽⁷⁾	030955AN8	5	0.875% due 11/15/2030	0.953%	85	1.803%	55%	$1,315.23	$1,142.23	$173.38
6 3/8% Debentures due June 1, 2028	BellSouth Telecommunications, LLC⁽⁸⁾	079867AW7	6	0.875% due 11/15/2030	0.953%	90	1.853%	40%	$1,314.62	$1,189.16	$125.85
4.100% Global Notes due 2028*	AT&T Inc.	00206RGL0 / 00206RER9 / U04644BB2	7	0.875% due 11/15/2030	0.953%	50	1.453%	0%	$1,174.12	$1,174.51	$0
4.250% Global Notes due 2027*	AT&T Inc.	00206RDQ2	8	0.875% due 11/15/2030	0.953%	35	1.303%	0%	$1,169.10	$1,169.49	$0
3.800% Global Notes due 2027*	AT&T Inc.	00206RHW5	9	0.875% due 11/15/2030	0.953%	35	1.303%	0%	$1,142.26	$1,142.64	$0

(1) The bid-side yield on the Reference UST Security.

(2) Reflects the bid-side yield on the Reference UST Security plus the applicable Fixed Spread, calculated in accordance with the procedures set forth in the Offering Memorandum.

(3) The cash payment percent of premium is the percent of the amount by which the total consideration exceeds $1,000 in principal amount and cash per $1,000 principal amount of such Old Notes.

(4) The total consideration for each series of Pool 2 Notes includes the early participation payment of $50 of principal amount of New 2033 Notes per $1,000 principal amount of Pool 2 Notes and assumes a settlement date of December 7, 2020.

(5) Pacific Bell Telephone Company was formerly known as Pacific Bell.

(6) The 7 1/8% Debentures due March 15, 2026 are unconditionally and irrevocably guaranteed by AT&T.

(7) The 6.55% Debentures due January 15, 2028 are unconditionally and irrevocably guaranteed by AT&T, with the full amount payable by AT&T so long as all of the outstanding shares of stock of this subsidiary are owned, directly or indirectly, by AT&T. In the event AT&T sells, transfers or otherwise disposes of any percentage of its stock ownership and this subsidiary is no longer wholly-owned, then the guarantee will expire immediately and AT&T will be released immediately from any and all of its obligations.

(8) BellSouth Telecommunications, LLC converted from BellSouth Telecommunications, Inc.

^{* Denotes a series of Old Notes for which the total consideration and exchange consideration will be determined taking into account the par call date, instead of the maturity date, in accordance with standard market practice.

** Denotes a series of Old Notes, a portion of which is held in physical certificated form (such portion, the “Certificated Notes”) and is not held through The Depositary Trust Company. Such Certificated Notes may only be tendered in accordance with the terms and conditions of the accompanying letter of transmittal. With respect to the Certificated Notes, all references to the offering memorandum herein shall also include the letter of transmittal.

+ Denotes a series of Old Notes with respect to which, as a result of a prior consent solicitation and execution of a supplemental indenture, substantially all restrictive covenants, certain events of default and other provisions were eliminated from the indenture governing this series.}

In addition, holders whose Old Notes are accepted for exchange will receive in cash accrued and unpaid interest from the last applicable interest payment date to, but excluding, the date on which the exchange of such Old Notes is settled, and amounts due in lieu of fractional amounts of New Notes.

On the early settlement date (expected to be December 7, 2020), AT&T expects (i) to accept all of the Pool 1 Notes and Pool 2 Notes validly tendered and not validly withdrawn at or before 5:00 p.m. New York City time on December 1, 2020 (the “Early Participation Date”) in accordance with the terms of the Exchange Offers, and (ii) to issue $5,923,400,000 aggregate principal amount of the New 2057 Notes and $3,754,741,000 aggregate principal amount of the New 2033 Notes.

The exchange offers described in this press release (the “Exchange Offers”) are being conducted upon the terms and subject to the conditions set forth in the Offering Memorandum (as amended by AT&T’s press release, dated as of December 2, 2020) and the related letter of transmittal.

Only Eligible Holders (as defined below) of Old Notes who validly tendered their Old Notes at or before the Early Participation Date, and who did not validly withdraw their tenders and whose Old Notes are accepted for exchange, will receive an early participation payment. As of the Early Participation Date the Exchange Offers were fully subscribed and as such no additional Old Notes tendered after the Early Participation Date will be accepted.

The interest rate on the New 2057 Notes will be 3.800% and the interest rate on the New 2033 Notes will be 2.550%. The yield on the New 2057 Notes will be 3.809%, and the New Issue Price of the New 2057 Notes will be $998.23, which has been determined by reference to the bid-side yield on the 1.375% U.S. Treasury Notes due August 15, 2050, as of 11:00 a.m. New York City time on December 2, 2020 (such date and time, the “Pricing Time”), which was 1.709%, plus 2.10%. The yield on the New 2033 Notes will be 2.553%, and the New Issue Price of the New 2033 Notes will be $999.67, which has been determined by reference to the bid-side yield on the 0.875% U.S. Treasury Notes due November 15, 2030, as of the Pricing Time, which was 0.953%, plus 1.60%.

The Exchange Offers will expire at 11:59 p.m., New York City time, on December 15, 2020, unless extended or earlier terminated by AT&T (the “Expiration Date”). The withdrawal deadline for the Exchange Offers occurred at 5:00 p.m. New York City time on December 1, 2020. As a result, tendered Old Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by AT&T).

The Exchange Offers are only being made, and the New Notes are only being offered and will only be issued, and copies of the offering documents will only be made available, to a holder of Old Notes who has certified its status as either (a) if in the United States, a “qualified institutional buyer,” or “QIB,” as that term is defined in Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act or (b) (i) if outside the United States, a person other than a “U.S. person,” as that term is defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act, or a dealer or other professional fiduciary organized, incorporated or (if an individual) residing in the United States holding a discretionary account or similar account (other than an estate or a trust) for the benefit or account of a non-“U.S. person,” (ii) if located or resident in any Member State of the European Economic Area or in the United Kingdom, persons other than “retail investors” (for these purposes, a retail investor means a person who is one (or more) of: (1) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (2) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (3) not a “qualified investor” as defined in Regulation (EU) 2017/1129, as amended, and part II of the Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended), and consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the European Economic Area or in the United Kingdom has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the European Economic Area or in the United Kingdom may be unlawful under the PRIIPs Regulation and (iii) if located or resident in Canada, a holder located or resident in a province of Canada and an “accredited investor” as such term is defined in National Instrument 45-106 – Prospectus Exemptions, and, if resident in Ontario, section 73.3(1) of the Securities Act (Ontario), in each case, that is not an individual unless that person is also a “permitted client” as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations (each, an “Eligible Holder”). Only Eligible Holders who have confirmed they are Eligible Holders via the eligibility certification are authorized to receive or review the offering memorandum, letter of transmittal, eligibility certification and Canadian beneficial holder form or to participate in the Exchange Offers. For Canadian Eligible Holders tendering Old Notes, such participation is also conditioned upon the receipt of the Canadian beneficial holder form.

The New Notes have not been registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in the Exchange Offers before the deadlines specified herein and in the offering memorandum, letter of transmittal, eligibility certification and Canadian beneficial holder form. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the offering memorandum, letter of transmittal, eligibility certification and Canadian beneficial holder form.

This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Exchange Offers are being made solely by the offering memorandum, letter of transmittal, eligibility certification and Canadian beneficial holder form and only to such persons and in such jurisdictions as is permitted under applicable law.

In the United Kingdom, this press release is only being communicated to, and any other documents or materials relating to the Exchange Offers are only being distributed to and are only directed at, (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Articles 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

Global Bondholder Services Corporation is acting as the exchange agent and information agent for the Exchange Offers. Documents relating to the Exchange Offers will only be distributed to holders of Old Notes who certify that they are Eligible Holders. Questions or requests for assistance related to the Exchange Offers or for additional copies of the offering memorandum, letter of transmittal, eligibility certification or Canadian beneficial holder form may be directed to Global Bondholder Services Corporation at (866) 470-3900 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The offering memorandum, letter of transmittal, eligibility certification and Canadian beneficial holder form can be accessed at the following link: https://gbsc-usa.com/eligibility/att.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this news release contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially. A discussion of factors that may affect future results is contained in AT&T’s filings with the Securities and Exchange Commission and in the offering memorandum related to the Exchange Offers. AT&T disclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201202005967/en/

For more information, contact:

McCall Butler

AT&T Corporate and Financial Communications

Phone: (470) 773-5704

Email: [email protected]

For holders of notes, contact:

Global Bondholder Services Corporation

Phone: (866) 470-3900 (toll free)

(212) 430-3774 (collect)

KEYWORDS: United States North America Canada Texas

INDUSTRY KEYWORDS: Internet Mobile/Wireless Other Technology Technology Telecommunications

MEDIA:

Logo

December 2, 2020 4:55 pm

CORRECTING and REPLACING Snowflake Reports Financial Results for the Third Quarter of Fiscal 2021

CORRECTING and REPLACING Snowflake Reports Financial Results for the Third Quarter of Fiscal 2021

Product revenue of $148.5 million, representing 115% year-over-year growth
Remaining performance obligations of $927.9 million, representing 240% year-over-year growth
3,554 total customers
Net revenue retention rate of 162%
65 customers with trailing 12-month product revenue greater than $1 million

SAN MATEO, Calif.–(BUSINESS WIRE)–
In the table that summarizes guidance for the full-year fiscal 2021, figure under Year/Year Growth for product revenue should read 113-115%

The updated release reads:

SNOWFLAKE REPORTS FINANCIAL RESULTS FOR THE THIRD QUARTER OF FISCAL 2021

Product revenue of $148.5 million, representing 115% year-over-year growth
Remaining performance obligations of $927.9 million, representing 240% year-over-year growth
3,554 total customers
Net revenue retention rate of 162%
65 customers with trailing 12-month product revenue greater than $1 million

Snowflake (NYSE: SNOW), provider of the Data Cloud, today announced financial results for its third quarter of fiscal 2021, ended October 31, 2020.

Total revenue for the quarter was $159.6 million, representing 119% year-over-year growth. Product revenue was $148.5 million, representing 115% year-over-year growth. Remaining performance obligations were $927.9 million, representing 240% year-over-year growth. Net revenue retention rate was 162% as of October 31, 2020. The company now has 3,554 total customers and 65 customers with trailing 12-month product revenue greater than $1 million. See the section titled “Key Business Metrics” for definitions of product revenue, remaining performance obligations, net revenue retention rate, total customers, and customers with trailing 12-month product revenue greater than $1 million.

“We are pleased with our performance this first quarter as a public company,” Snowflake CEO, Frank Slootman said. “The period was marked by continued strong revenue growth coupled with improving unit economics, cash flow, and operating efficiencies. Our vision of the Snowflake Data Cloud mobilizing the world’s data is clearly resonating across our customer base.”

Third Quarter Fiscal 2021 GAAP and Non-GAAP Results:

The following table summarizes our financial results for the third quarter of fiscal 2021:

	Third Quarter Fiscal 2021 GAAP Results		Third Quarter Fiscal 2021 Non-GAAP Results⁽¹⁾
	Amount (millions)	Year/Year Growth
Product revenue	$148.5	115%

	Amount (millions)	Margin	Amount (millions)	Margin
Product gross profit	$96.7	65%	$104.5	70%
Operating loss	($169.5)	(106%)	($48.1)	(30%)
Net cash used in operating activities	($19.8)
Free cash flow			($37.9)	(24%)
Adjusted free cash flow			($37.1)	(23%)

⁽¹⁾We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled “Statement Regarding Use of Non-GAAP Financial Measures” for an explanation of non-GAAP measures, and the table entitled “GAAP to Non-GAAP Reconciliation” for a reconciliation of GAAP to non-GAAP measures.

Note: Fiscal year ends January 31. Numbers are rounded for presentation purposes.

Financial Outlook:

Our guidance includes GAAP and non-GAAP financial measures.

The following table summarizes our guidance for the fourth quarter of fiscal 2021:

	Fourth Quarter Fiscal 2021 GAAP Guidance		Fourth Quarter Fiscal 2021 Non-GAAP Guidance⁽¹⁾
	Amount (millions)	Year/Year Growth
Product revenue	$162 – $167	97 – 103%

			Margin
Operating loss			(30%)
	Amount (millions)
Weighted-average shares used to compute diluted net loss per share attributable to common stockholders – basic and diluted	283

The following table summarizes our guidance for the full-year fiscal 2021:

	Full-Year Fiscal 2021 GAAP Guidance		Full-Year Fiscal 2021 Non-GAAP Guidance⁽¹⁾
	Amount (millions)	Year/Year Growth
Product revenue	$538 – $543	113 – 115%

			Margin
Product gross profit			68%
Operating loss			(40%)
Adjusted free cash flow			(18%)

	Amount (millions)
Weighted-average shares used to compute diluted net loss per share attributable to common stockholders – basic and diluted	255

A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, expenses that may be incurred in the future. Stock-based compensation expense-related charges, including employer payroll tax-related items on employee stock transactions, are impacted by the timing of employee stock transactions, the future fair market value of our common stock, and our future hiring and retention needs, all of which are difficult to predict and subject to constant change. We have provided a reconciliation of GAAP to non-GAAP financial measures in the financial statement tables for our historical non-GAAP results included in this press release. Our fiscal year ends January 31, and numbers are rounded for presentation purposes.

Conference Call Details

We will host a conference call today, December 2, 2020, at 2 p.m. Pacific Time to discuss our financial results and outlook. Investors and participants can register for the call in advance by visiting http://www.directeventreg.com/registration/event/9355139. After registering, a confirmation will be sent via email, including dial-in details and unique conference call access codes required for call entry.

The call will also be webcast live on the Snowflake Investor Relations website.

An audio replay of the conference call and webcast will be available two hours after its completion and will be accessible for 30 days on the Snowflake Investor Relations website.

Investor Presentation Details

An investor presentation providing additional information and analysis can be found at https://investors.snowflake.com.

Statement Regarding Use of Non-GAAP Financial Measures

We report the following non-GAAP financial measures, which have not been prepared in accordance with generally accepted accounting principles in the United States (GAAP) in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

Product gross profit and Operating income (loss). Our non-GAAP product gross profit and operating income (loss) measures exclude the effect of stock-based compensation expense-related charges, including employer payroll tax-related items on employee stock transactions, amortization of acquired intangibles, and acquisition and other related adjustments. We believe the presentation of operating results that exclude these non-cash or non-recurring items provides useful supplemental information to investors and facilitates the analysis of our operating results and comparison of operating results across reporting periods.

Free cash flow and Adjusted free cash flow. Free cash flow is defined as net cash provided by (used in) operating activities reduced by purchases of property and equipment and capitalized internal-use software development costs. Adjusted free cash flow is defined as free cash flow plus cash paid on employer payroll tax-related items on employee stock transactions. Free cash flow margin and adjusted free cash flow margin are calculated as free cash flow or adjusted free cash flow as a percentage of revenue. We believe these measures provide useful supplemental information to investors because they are indicators of the strength and performance of our core business operations.

We use these non-GAAP financial measures internally for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. Our presentation of non-GAAP financial measures may not be comparable to similar measures used by other companies. We encourage investors to carefully consider our results under GAAP, as well as our supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand our business. Please see the tables included at the end of this release for the reconciliation of GAAP to non-GAAP results.

Key Business Metrics

Product Revenue. Product revenue is a key metric for us because we recognize revenue based on platform consumption, which is inherently variable at our customers’ discretion, and not based on the amount and duration of contract terms. Product revenue includes compute, storage, and data transfer resources, which are consumed by customers on our platform as a single, integrated offering. Customers have the flexibility to consume more than their contracted capacity during the contract term and may have the ability to roll over unused capacity to future periods, generally on the purchase of additional capacity at renewal. Our consumption-based business model distinguishes us from subscription-based software companies that generally recognize revenue ratably over the contract term and may not permit rollover. Because customers have flexibility in the timing of their consumption, which can exceed their contracted capacity or extend beyond the original contract term in many cases, the amount of product revenue recognized in a given period is an important indicator of customer satisfaction and the value derived from our platform. Product revenue excludes our professional services and other revenue.

Remaining Performance Obligations. Remaining performance obligations (RPO) represent the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods. RPO excludes performance obligations from on-demand arrangements and certain time and materials contracts that are billed in arrears. RPO is not necessarily indicative of future product revenue growth because it does not account for the timing of customers’ consumption or their consumption of more than their contracted capacity. Moreover, RPO is influenced by a number of factors, including the timing of renewals, the timing of purchases of additional capacity, average contract terms, seasonality, and the extent to which customers are permitted to roll over unused capacity to future periods, generally upon the purchase of additional capacity at renewal.

Total Customers. We count the total number of customers at the end of each period. For purposes of determining our customer count, we treat each customer account that has a corresponding capacity contract as a unique customer, and a single organization with multiple divisions, segments, or subsidiaries may be counted as multiple customers. For purposes of determining our customer count, we do not include customers that consume our platform only under on-demand arrangements. Our customer count is subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity.

Net Revenue Retention Rate. To calculate net revenue retention rate, we first specify a measurement period consisting of the trailing two years from our current period end. Next, we define as our measurement cohort the population of customers under capacity contracts that used our platform at any point in the first month of the first year of the measurement period. We then calculate our net revenue retention rate as the quotient obtained by dividing our product revenue from this cohort in the second year of the measurement period by our product revenue from this cohort in the first year of the measurement period. Any customer in the cohort that did not use our platform in the second year remains in the calculation and contributes zero product revenue in the second year. Our net revenue retention rate is subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity. Since we will continue to attribute the historical product revenue to the consolidated contract, consolidation of capacity contracts within a customer’s organization typically will not impact our net revenue retention rate unless one of those customers was not a customer at any point in the first month of the first year of the measurement period.

Customers with Trailing 12-Month Product Revenue Greater than $1 Million. To calculate the number of customers with trailing 12-month product revenue greater than $1 million, we count the number of customers under capacity arrangements that contributed more than $1 million in product revenue in the trailing 12 months. Our customer count is subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity.

Use of Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding our performance, including but not limited to statements in the section titled “Financial Outlook.” The forward-looking statements contained in this release and the accompanying oral presentation are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause actual results or outcomes to be materially different from any future results or outcomes expressed or implied by the forward-looking statements. These risks, uncertainties, assumptions, and other factors include, but are not limited to, those related to our business and financial performance, the effects of COVID-19 or other public health crises on our business, results of operations, and financial condition, our ability to attract and retain customers, our ability to develop new products and services and enhance existing products and services, our ability to respond rapidly to emerging technology trends, our ability to execute on our business strategy, including our strategy related to the Data Cloud, our ability to increase and predict customer consumption of our platform, our ability to compete effectively, and our ability to manage growth.

Further information on these and additional risks, uncertainties, and other factors that could cause actual outcomes and results to differ materially from those included in or contemplated by the forward-looking statements contained in this release are included under the caption “Risk Factors” and elsewhere in our Form 10-Q that will be filed for the third quarter ended October 31, 2020 and other filings and reports we make with the Securities and Exchange Commission from time to time, including our final prospectus dated September 15, 2020 and filed with the SEC pursuant to Rule 424(b)(4) on September 16, 2020.

Moreover, we operate in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results or outcomes to differ materially from those contained in any forward-looking statements we may make. Forward-looking statements speak only as of the date the statements are made and are based on information available to us at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. Except as required by law, we undertake no obligation, and do not intend, to update these forward-looking statements, to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of the current financial quarter.

About Snowflake

Snowflake delivers the Data Cloud — a global network where thousands of organizations mobilize data with near-unlimited scale, concurrency, and performance. Inside the Data Cloud, organizations unite their siloed data, easily discover and securely share governed data, and execute diverse analytic workloads. Wherever data or users live, Snowflake delivers a single and seamless experience across multiple public clouds. Snowflake’s platform is the engine that powers and provides access to the Data Cloud, creating a solution for data warehousing, data lakes, data engineering, data science, data application development, and data sharing. Join Snowflake customers, partners, and data providers already taking their businesses to new frontiers in the Data Cloud at Snowflake.com.

Source: Snowflake Inc.

Snowflake Inc. Condensed Consolidated Statements of Operations (in thousands, except share and per share data) (unaudited)

	Three Months Ended October 31,						Nine Months Ended October 31,
	2020			2019			2020			2019

Revenue	$	159,624		$	73,012		$	401,584		$	177,056
Cost of revenue	66,681			29,489			159,684			82,035
Gross profit	92,943			43,523			241,900			95,021
Operating expenses:
Sales and marketing	134,727			75,668			325,267			213,133
Research and development	74,138			27,669			143,949			75,451
General and administrative	53,532			30,318			116,224			79,413
Total operating expenses	262,397			133,655			585,440			367,997
Operating loss	(169,454		)	(90,132		)	(343,540		)	(272,976		)
Interest income	1,517			2,491			5,654			9,252
Other expense, net	(519		)	(40		)	(1,561		)	(819		)
Loss before income taxes	(168,456		)	(87,681		)	(339,447		)	(264,543		)
Provision for income taxes	433			376			720			738
Net loss	$	(168,889	)	$	(88,057	)	$	(340,167	)	$	(265,281	)
Net loss per share attributable to common stockholders – basic and diluted	$	(1.01	)	$	(1.92	)	$	(3.63	)	$	(6.15	)
Weighted-average shares used to compute net loss per share attributable to common stockholders – basic and diluted	166,868,200			45,911,449			93,763,599			43,113,683

Snowflake Inc. Condensed Consolidated Balance Sheets (in thousands) (unaudited)

	October 31, 2020		January 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	3,939,925	$	127,206
Short-term investments	814,123		306,844
Accounts receivable, net	168,982		179,459
Deferred commissions, current	28,063		26,358
Prepaid expenses and other current assets	35,678		25,327
Total current assets	4,986,771		665,194
Long-term investments	347,403		23,532
Property and equipment, net	53,650		27,136
Operating lease right-of-use assets	189,255		195,976
Goodwill	8,449		7,049
Intangible assets, net	14,820		4,795
Deferred commissions, non-current	73,839		69,516
Other assets	38,702		19,522
Total assets	$	5,712,889	$	1,012,720
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable	$	5,061	$	8,488
Accrued expenses and other current liabilities	85,038		62,817
Operating lease liabilities, current	19,333		18,092
Deferred revenue, current	438,227		327,058
Total current liabilities	547,659		416,455
Operating lease liabilities, non-current	186,718		193,175
Deferred revenue, non-current	3,477		2,907
Other liabilities	7,220		8,466
Redeemable convertible preferred stock	—		936,474
Stockholders’ equity (deficit)	4,967,815		(544,757		)
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit)	$	5,712,889	$	1,012,720

Snowflake Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited)

	Three Months Ended October 31,						Nine Months Ended October 31,
	2020			2019			2020			2019
Cash flow from operating activities:
Net loss	$	(168,889	)	$	(88,057	)	$	(340,167	)	$	(265,281	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,849			893			6,611			2,257
Non-cash operating lease costs	8,503			7,778			24,840			19,734
Amortization of deferred commissions	7,167			4,516			21,233			11,408
Stock-based compensation, net of amounts capitalized	119,141			22,958			157,790			57,425
Net amortization (accretion) of premiums (discounts) on investments	891			(906		)	1,117			(5,149		)
Other	24			329			4,073			1,276
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	(17,908		)	6,479			9,221			(38,193		)
Deferred commissions	(12,995		)	(15,724		)	(27,261		)	(35,004		)
Prepaid expenses and other assets	(28,028		)	(3,571		)	(29,480		)	(8,856		)
Accounts payable	(963		)	6,566			(3,806		)	10,566
Accrued expenses and other liabilities	11,484			4,891			22,477			14,368
Operating lease liabilities	(6,014		)	(8,618		)	(23,418		)	(6,052		)
Deferred revenue	64,984			38,716			111,739			107,735
Net cash used in operating activities	(19,754		)	(23,750		)	(65,031		)	(133,766		)
Cash flow from investing activities:
Purchases of property and equipment	(17,270		)	(3,157		)	(24,018		)	(14,504		)
Capitalized internal-use software development costs	(844		)	(1,319		)	(4,014		)	(2,940		)
Cash paid for acquisitions, net of cash acquired	—			—			(6,035		)	(6,314		)
Purchases of intangible assets	—			—			(6,184		)	—
Purchases of investments	(622,385		)	(196,834		)	(1,235,020		)	(517,479		)
Sales of investments	25,195			3,396			28,705			3,396
Maturities and redemptions of investments	181,669			217,108			371,528			691,986
Net cash (used in) provided by investing activities	(433,635		)	19,194			(875,038		)	154,145
Cash flow from financing activities:
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs	—			11,402			478,573			24,121
Proceeds from initial public offering and private placements, net of underwriting discounts and other offering costs (net of reimbursement received from the underwriters)	4,244,620			—			4,242,284			—
Proceeds from early exercised stock options	—			5,378			159			5,942
Proceeds from exercise of stock options	10,364			18,203			31,100			21,139
Proceeds from repayment of a nonrecourse promissory note	—			—			2,090			—
Repurchases of early exercised stock options and restricted common stock	—			(63		)	(30		)	(391		)
Payments of deferred purchase consideration for acquisitions	(564		)	—			(1,164		)	—
Net cash provided by financing activities	4,254,420			34,920			4,753,012			50,811
Net increase in cash, cash equivalents and restricted cash	3,801,031			30,364			3,812,943			71,190
Cash, cash equivalents and restricted cash at beginning of period	153,888			163,396			141,976			122,570
Cash, cash equivalents and restricted cash at end of period	$	3,954,919		$	193,760		$	3,954,919		$	193,760

Snowflake Inc. GAAP to Non-GAAP Reconciliations (in thousands, except percentages) (unaudited)


	Three Months Ended October 31, 2020
	GAAP amounts			GAAP amounts as a % of Revenue		Stock-based compensation expense-related charges			Amortization of acquired intangibles			Acquisition and other related adjustments			Non-GAAP amounts			Non-GAAP amounts as a % of Revenue
Revenue
Product revenue	$	148,473		93	%
Professional service and other revenue	11,151			7	%
Revenue	159,624			100	%
Year over Year % Growth	119		%

Cost of Revenue:
Cost of product revenue	51,816			32	%	$	(7,325)		$	(567)		$	—		$	43,924		28	%
Cost of professional service and other revenue	14,865			10	%	(6,203)			—			—			8,662			5	%
Total cost of revenue	66,681			42	%	(13,528)			(567)			—			52,586			33	%

Gross profit (loss):
Product gross profit	96,657					7,325			567			—			104,549
Professional services and other gross profit (loss)	(3,714)					6,203			—			—			2,489
Total gross profit	92,943			58	%	13,528			567			—			107,038			67	%
Product gross margin	65		%			5		%	—		%	—		%	70		%
Professional services and other gross margin	(33		%)			55		%	—		%	—		%	22		%
Total gross margin	58		%			8		%	—		%	—		%	67		%

Operating expenses:
Sales and marketing	134,727			84	%	(40,337)			—			—			94,390			59	%
Research and development	74,138			46	%	(39,406)			—			—			34,732			22	%
General and administrative	53,532			34	%	(27,197)			(309)			—			26,026			16	%
Total operating expenses	262,397			164	%	(106,940)			(309)			—			155,148			97	%
Operating loss	$	(169,454)		(106	%)	$	120,468		$	876		$	—		$	(48,110)		(30	%)
Operating margin	(106		%)			76		%	—		%	—		%	(30		%)

	Three Months Ended October 31, 2019
	GAAP amounts			GAAP amounts as a % of Revenue		Stock-based compensation expense-related charges			Amortization of acquired intangibles			Acquisition and other related adjustments			Non-GAAP amounts			Non-GAAP amounts as a % of Revenue
Revenue
Product revenue	$	69,213		95	%
Professional service and other revenue	3,799			5	%
Revenue	73,012			100	%
Year over Year % Growth	155		%

Cost of Revenue:
Cost of product revenue	24,646			34	%	$	(384)		$	(282)		$	—		$	23,980		33	%
Cost of professional service and other revenue	4,843			6	%	(449)			—			—			4,394			6	%
Total cost of revenue	29,489			40	%	(833)			(282)			—			28,374			39	%

Gross profit (loss):
Product gross profit	44,567					384			282			—			45,233
Professional services and other gross loss	(1,044)					449			—			—			(595)
Total gross profit	43,523			60	%	833			282			—			44,638			61	%
Product gross margin	64		%			1		%	—		%	—		%	65		%
Professional services and other gross margin	(27		%)			12		%	—		%	—		%	(15		%)
Total gross margin	60		%			1		%	—		%	—		%	61		%

Operating expenses:
Sales and marketing	75,668			104	%	(4,813)			(16)			—			70,839			98	%
Research and development	27,669			38	%	(4,417)			—			—			23,252			32	%
General and administrative	30,318			42	%	(12,919)			—			—			17,399			24	%
Total operating expenses	133,655			184	%	(22,149)			(16)			—			111,490			154	%
Operating loss	$	(90,132)		(124	%)	$	22,982		$	298		$	—		$	(66,852)		(93	%)
Operating margin	(124		%)			31		%	—		%	—		%	(93		%)

	Nine Months Ended October 31, 2020
	GAAP amounts			GAAP amounts as a % of Revenue		Stock-based compensation expense-related charges			Amortization of acquired intangibles			Acquisition and other related adjustments			Non-GAAP amounts			Non-GAAP amounts as a % of Revenue
Revenue
Product revenue	$	375,506		94	%
Professional service and other revenue	26,078			6	%
Revenue	401,584			100	%
Year over Year % Growth	127		%

Cost of Revenue:
Cost of product revenue	130,065			32	%	$	(8,553)		$	(1,130)		$	—		$	120,382		30	%
Cost of professional service and other revenue	29,619			8	%	(7,402)			—			—			22,217			6	%
Total cost of revenue	159,684			40	%	(15,955)			(1,130)			—			142,599			36	%

Gross profit (loss):
Product gross profit	245,441					8,553			1,130			—			255,124
Professional services and other gross profit (loss)	(3,541)					7,402			—			—			3,861
Total gross profit	241,900			60	%	15,955			1,130			—			258,985			64	%
Product gross margin	65		%			3		%	—		%	—		%	68		%
Professional services and other gross margin	(14		%)			29		%	—		%	—		%	15		%
Total gross margin	60		%			4		%	—		%	—		%	64		%

Operating expenses:
Sales and marketing	325,267			81	%	(52,099)			(12)			—			273,156			68	%
Research and development	143,949			36	%	(50,514)			—			—			93,435			23	%
General and administrative	116,224			29	%	(43,934)			(717)			(252)			71,321			18	%
Total operating expenses	585,440			146	%	(146,547)			(729)			(252)			437,912			109	%
Operating loss	$	(343,540)		(86	%)	$	162,502		$	1,859		$	252		$	(178,927)		(45	%)
Operating margin	(86		%)			41		%	—		%	—		%	(45		%)

	Nine Months Ended October 31, 2019
	GAAP amounts			GAAP amounts as a % of Revenue		Stock-based compensation expense-related charges			Amortization of acquired intangibles			Acquisition and other related adjustments			Non-GAAP amounts			Non-GAAP amounts as a % of Revenue
Revenue
Product revenue	$	169,797		96	%
Professional service and other revenue	7,259			4	%
Revenue	177,056			100	%
Year over Year % Growth	N/A

Cost of Revenue:
Cost of product revenue	67,845			38	%	$	(1,447)		$	(568)		$	—		$	65,830		37	%
Cost of professional service and other revenue	14,190			8	%	(1,236)			—			—			12,954			7	%
Total cost of revenue	82,035			46	%	(2,683)			(568)			—			78,784			44	%

Gross profit (loss):
Product gross profit	101,952					1,447			568			—			103,967
Professional services and other gross loss	(6,931)					1,236			—			—			(5,695)
Total gross profit	95,021			54	%	2,683			568			—			98,272			56	%
Product gross margin	60		%			1		%	—		%	—		%	61		%
Professional services and other gross margin	(95		%)			17		%	—		%	—		%	(78		%)
Total gross margin	54		%			2		%	—		%	—		%	56		%

Operating expenses:
Sales and marketing	213,133			120	%	(15,498)			(42)			—			197,593			113	%
Research and development	75,451			43	%	(10,857)			—			—			64,594			36	%
General and administrative	79,413			45	%	(28,499)			—			(328)			50,586			29	%
Total operating expenses	367,997			208	%	(54,854)			(42)			(328)			312,773			178	%
Operating loss	$	(272,976)		(154	%)	$	57,537		$	610		$	328		$	(214,501)		(122	%)
Operating margin	(154		%)			32		%	—		%	—		%	(122		%)

	Three Months Ended October 31,						Nine Months Ended October 31,
	2020			2019			2020			2019

Revenue	$	159,624		$	73,012		$	401,584		$	177,056

GAAP net cash used in operating activities	$	(19,754)		$	(23,750)		$	(65,031)		$	(133,766)
Less: purchases of property and equipment	(17,270)			(3,157)			(24,018)			(14,504)
Less: capitalized internal-use software development costs	(844)			(1,319)			(4,014)			(2,940)
Non-GAAP free cash flow	(37,868)			(28,226)			(93,063)			(151,210)
Add: cash paid for employer payroll tax-related items on employee stock transactions	812			24			4,196			112
Non-GAAP adjusted free cash flow	$	(37,056)		$	(28,202)		$	(88,867)		$	(151,098)
Non-GAAP free cash flow margin	(24		%)	(39		%)	(23		%)	(85		%)
Non-GAAP adjusted free cash flow margin	(23		%)	(39		%)	(22		%)	(85		%)

View source version on businesswire.com: https://www.businesswire.com/news/home/20201202005932/en/

Investor Contact

Jimmy Sexton

[email protected]

Press Contact

Eszter Szikora

[email protected]

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Software Networks Internet Data Management Technology Mobile/Wireless Other Technology Security

MEDIA:

Logo

December 2, 2020 4:49 pm

PIMCO Energy and Tactical Credit Opportunities Fund Declares Quarterly Common Share Distributions

NEW YORK, Dec. 02, 2020 (GLOBE NEWSWIRE) — The Board of Trustees of PIMCO Energy and Tactical Credit Opportunities Fund (the “Fund”) (NYSE: NRGX) declared a quarterly distribution for the Fund on December 1, 2020. The quarterly distribution is payable on January 4, 2021 to shareholders of record on December 11, 2020, with an ex-dividend date of December 10, 2020.

		Quarterly Distribution Per Common Share
Fund	NYSE Symbol	Amount	Change From Previous Quarter	Percentage Change From Previous Quarter
PIMCO Energy and Tactical Credit Opportunities Fund	(NYSE: NRGX)	$0.170000	–	–

Distributions may include ordinary income, net capital gains and/or returns of capital. Generally, a return of capital occurs when the amount distributed by the Fund includes a portion of (or is comprised entirely of) your investment in the Fund in addition to (or rather than) your pro-rata portion of the Fund’s net income or capital gains. The Fund’s distributions in any period may be more or less than the net return earned by the Fund on its investments, and therefore should not be used as a measure of performance or confused with “yield” or “income.” A return of capital is not taxable; rather it reduces a shareholder’s tax basis in his or her shares of the Fund. If the Fund estimates that a portion of its distribution may be comprised of amounts from sources other than net investment income in accordance with its policies and accounting practices, the Fund will notify shareholders of the estimated composition of such distribution through a separate written Section 19 Notice. Such notices are provided for informational purposes only, and should not be used for tax reporting purposes. Final tax characteristics of Fund distributions will be provided on Form 1099-DIV, which is mailed after the close of the calendar year.

It is important to note that differences exist between the Fund’s daily internal accounting records and practices, the Fund’s financial statements prepared in accordance with U.S. GAAP, and recordkeeping practices under income tax regulations. It is possible that the Fund may not issue a Section 19 Notice in situations where the Fund’s financial statements prepared later and in accordance with U.S. GAAP and/or the final tax character of those distributions might later report that the sources of those distributions included capital gains and/or a return of capital. Please see the Fund’s most recent shareholder report and Section 19 Notice for more details.

The Fund’s distribution rate may be affected by numerous factors, including changes in realized and projected market returns, Fund performance, and other factors. There can be no assurance that a change in market conditions or other factors will not result in a change in the Fund’s distribution rate at a future time.

The Fund may engage in investment strategies, including the use of derivatives, to, among other things, seek to generate current, distributable income even if such strategies could potentially result in declines in the Fund’s net asset value. The Fund’s income and gain-generating strategies, including certain derivatives strategies, may generate current income and gains taxable as ordinary income sufficient to support monthly distributions even in situations when the Fund has experienced a decline in net assets, including losses due to adverse changes in the broad U.S. or non-U.S. equity markets or the Fund’s debt investments, or arising from its use of derivatives. The tax treatment of certain derivatives may be open to different interpretations. Any recharacterization of payments made or received by the Fund pursuant to derivatives potentially could affect the amount, timing or character of Fund distributions. In addition, the tax treatment of such investment strategies may be changed by regulation or otherwise.

The common shares of the Fund trade on the New York Stock Exchange. As with any stock, the price of the Fund’s common shares will fluctuate with market conditions and other factors. If you sell your common shares of the Fund, the price received may be more or less than your original investment.

Shares of closed-end investment management companies, such as the Fund, frequently trade at a price that is less than (a “discount”) or more than (a “premium”) their net asset value and may trade at a price that is less than the initial offering price. If the Fund’s shares trade at a premium to net asset value, there is no assurance that any such premium will be sustained for any period of time and will not decrease, or that the shares will not trade at a discount to net asset value thereafter.

The Fund may apply for an order granting an exemption from Section 19(b) of the Investment Company Act of 1940 (the “1940 Act”) and Rule 19b-1 thereunder to permit the Fund to include realized long-term capital gains as a part of its regular distributions to common shareholders more frequently than would otherwise be permitted by the 1940 Act (generally once per taxable year). There is no assurance that the Securities and Exchange Commission will grant the Fund’s request for such an exemptive order if such a request is made. If the Fund were to receive the exemptive order discussed above, the Fund may, but will not necessarily, seek to pay distributions generally at a rate based on a fixed percentage of the common shares’ net asset value at a particular time (a “managed distribution policy”). Any such managed distribution policy may be modified by the Board of Trustees of the Fund from time to time. If the Fund were to seek to make distributions under a managed distribution policy, it would typically be intended to result in the payment of approximately the same percentage of the Fund’s net asset value to common shareholders each period.

The Fund’s daily New York Stock Exchange closing market prices, net asset values per share, as well as other information, including updated portfolio statistics and performance are available at pimco.com/closedendfunds or by calling the Fund’s shareholder servicing agent at (844) 33-PIMCO. Updated portfolio holdings information about the Fund will be available approximately 15 calendar days after the Fund’s most recent fiscal quarter end, and will remain accessible until the Fund files a Form N-PORT or a shareholder report for the period which includes the date of the information.

About PIMCO

PIMCO is one of the world’s premier fixed income investment managers. With our launch in 1971 in Newport Beach, California, PIMCO introduced investors to a total return approach to fixed income investing. In the 45+ years since, we have continued to bring innovation and expertise to our partnership with clients seeking the best investment solutions. Today we have offices across the globe and 2,800+ professionals united by a single purpose: creating opportunities for investors in every environment. PIMCO is owned by Allianz S.E., a leading global diversified financial services provider.

Except for the historical information and discussions contained herein, statements contained in this news release constitute forward-looking statements. These statements may involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including the performance of financial markets, the investment performance of PIMCO’s sponsored investment products and separately managed accounts, general economic conditions, future acquisitions, competitive conditions and government regulations, including changes in tax laws. Readers should carefully consider such factors. Further, such forward-looking statements speak only on the date at which such statements are made. PIMCO undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statement.

This material has been distributed for informational purposes only and should not be considered as investment advice or a recommendation of any particular security, strategy or investment product. No part of this material may be reproduced in any form, or referred to in any other publication, without express written permission. PIMCO is a trademark of Allianz Asset Management of America L.P. in the United States and throughout the world. ©2020, PIMCO

For information on PIMCO Closed-End Funds:
Financial Advisors: (800) 628-1237
Shareholders: (844) 337-4626 or (844) 33-PIMCO
PIMCO Media Relations: (212) 597-1054

December 2, 2020 4:48 pm

Berkshire Hills Announces Branch Initiatives to Strengthen Franchise

Selling Mid-Atlantic Branches to New Jersey Based Investors Bank

Optimizing Branch Footprint – Consolidating 16 Locations in New England and New York

PR Newswire

BOSTON, Dec. 2, 2020 /PRNewswire/ — Berkshire Hills Bancorp, Inc. (NYSE: BHLB) today announced that its wholly owned subsidiary Berkshire Bank has entered into an agreement with Investors Bank of Short Hills, New Jersey, subject to customary regulatory approvals, to sell its Mid-Atlantic branches, consisting of six offices in New Jersey and two in Pennsylvania. In addition, the Bank plans to consolidate 16 full-service branches. Following the targeted completion of these initiatives in the first half of 2021, the bank will operate a total of 106 branches across Massachusetts, Connecticut, Rhode Island, Vermont and New York – reducing the overall branch footprint by 18%.

Acting CEO Sean Gray stated, “These announcements are in alignment with Berkshire’s strategic shift toward improving profitability by refocusing on our core operations and operating efficiency. Over the last decade, we have executed the consolidation or sale of 40 branches with a high rate of customer retention supported by our MyBanker professionals who provide personalized banking solutions and concierge service. Our optimization plan is consistent with customers’ preferences and adoption of digital banking channels and our commitment to enhancing those channels as a 21^st century community bank.”

Mid-Atlantic Branch Sale
Berkshire Bank has entered into an agreement to sell its eight Mid-Atlantic branches to Investors Bank of Short Hills, New Jersey, subject to customary regulatory approvals. The transfer is targeted for completion in the first half of 2021. The transfer includes deposit accounts with a total current approximate balance of $639 million and loans with a total current approximate balance of $308 million. The buyer has agreed to pay a premium equal to 3.0% of the final deposit balance transferred. The sale includes all branch premises and equipment, and the agreement provides that the buyer intends to offer employment to all associated staff. Berkshire expects to complete the net transfer with funds from short-term investments. The branch sale will have no effect on Berkshire’s Mid-Atlantic specialized commercial lending operations, including SBA lending at its 44 Business Capital Division and its asset-based lending relationships. Berkshire’s financial advisor for the branch sale was Piper Sandler & Co. and legal counsel was provided by Luse Gorman, PC.

Branch Optimization

Berkshire plans to consolidate 16 branch offices in its New England/New York footprint, subject to customary regulatory approvals. These branches have total current deposit balances approximating $568 million. The consolidations are expected to begin in January and to be completed by the middle of 2021. Gray added, “Extensive review has shown increasing digital channel usage by our customers. The Bank is proactively communicating its decision to customers who could be impacted by a branch office closure and is making introductions to team members at other branches and to our MyBanker team to ensure a seamless transition. We are also working closely with our team members at each of the branches to review career opportunities within the Bank and transition them to other positions. We have a strong track record of retaining customers and team members who have previously been impacted by a consolidation.”

Mr. Gray concluded, “I’m also pleased to report the Bank is in the process of finalizing plans to open a new commercial banking office in Providence, Rhode Island in 2021 to strengthen the southeast New England operations we acquired in 2019. The combination of these initiatives is targeted to optimize our branch network, improve our business focus, and support our core profitability.”

ABOUT BERKSHIRE HILLS BANCORP
Berkshire Hills Bancorp is the parent of Berkshire Bank which is transforming into a 21^st century community bank pursuing purpose-driven performance based on its Be FIRST corporate responsibility culture. Headquartered in Boston, Berkshire operates 130 banking offices in seven Northeastern states, with approximately $12.6 billion in assets.

FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. There are many factors that could cause actual results to differ significantly from expectations described in the forward-looking statements. For a discussion of such factors, please see Berkshire’s most recent reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission and available on the SEC’s website at www.sec.gov.

The branch sale and consolidation are subject to regulatory approval and other conditions. Targeted financial benefits are subject to uncertainty and may be affected or offset by other conditions related to the Company’s operations. Further, given its ongoing and dynamic nature, it is difficult to predict what continued effects the COVID-19 pandemic will have on our business and results of operations. The pandemic and the related local and national economic disruption may result in a continued decline in demand for our products and services; increased levels of loan delinquencies, problem assets and foreclosures; an increase in our allowance for loan losses; a decline in the value of loan collateral, including real estate; a greater decline in the yield on our interest-earning assets than the decline in the cost of our interest-bearing liabilities; and increased cybersecurity risks, as employees increasingly work remotely.

Accordingly, you should not place undue reliance on forward-looking statements, which reflect our expectations only as of the date of this document. Berkshire does not undertake any obligation to update forward-looking statements.

CONTACT:

Investor Relations Contact

David Gonci; Capital Markets Director; 413-281-1973

Media Contacts:

John Lovallo

Email: [email protected]
Tel: (917) 612-8419

Cate Cronin
Email: [email protected]
Tel: (202) 738-7302

View original content to download multimedia:http://www.prnewswire.com/news-releases/berkshire-hills-announces-branch-initiatives-to-strengthen-franchise-301185137.html

SOURCE Berkshire Hills Bancorp, Inc.

December 2, 2020 4:48 pm

Investors Bancorp to Acquire 8 Berkshire Bank Branches in New Jersey and Eastern Pennsylvania

Acquisition increases density of Investors’ footprint and enhances funding mix, supporting growth

PR Newswire

SHORT HILLS, N.J., Dec. 2, 2020 /PRNewswire/ — Investors Bancorp, Inc. (“Investors”) (NASDAQ:ISBC) today announced the signing of a definitive purchase agreement under which Investors’ wholly-owned subsidiary, Investors Bank, will acquire the eight New Jersey and eastern Pennsylvania branches of Berkshire Bank, the wholly-owned subsidiary of Berkshire Hills Bancorp, Inc., with approximately $639 million of deposits and $308 million of consumer and commercial loans.

This acquisition adds approximately 8,000 new retail and commercial customers and nearly doubles Investors’ market share in the Trenton, New Jersey MSA. In addition, four of the branches are located within 2.5 miles of an Investors Bank branch.

“This is a good opportunity to strengthen our central New Jersey deposit franchise and reduce higher cost wholesale funding,” said Kevin Cummings, Chairman and CEO. “We are also pleased to expand our branch footprint and add two branches in affluent Pennsylvania markets.”

Investors will pay a 3.0% deposit premium on deposits acquired at close. As part of the transaction, Investors plans to use the lower cost funding to immediately extinguish approximately $250 million of FHLB borrowings, which is expected to reduce Investors’ wholesale borrowing ratio, lower its loan to deposit ratio and enhance its overall net interest margin.

The acquisition is expected to be approximately 5% accretive to Investors’ earnings per share, with tangible book value dilution of approximately 1.6% inclusive of all FHLB prepayment fees, earned back in less than three years using the “crossover method.” Estimated after-tax transaction costs total $9.7 million, including $4.2 million of FHLB prepayment fees. Investors performed a thorough credit review on the seasoned New Jersey and Pennsylvania residential and commercial loans they are acquiring, and have applied a gross credit mark of 4.2%.

“This is a low risk, in-market transaction with a minimal impact on capital levels,” said Mr. Cummings, “and given the improved economic outlook and our strong tangible capital levels, we have decided to resume repurchasing our shares.”

The transaction is subject to regulatory approval and other conditions and is expected to close in the first half of 2021.

Lazard acted as Investors’ financial advisor and McCarter & English, LLP acted as its legal counsel.

Conference Call Details
Investors Bancorp will host a conference call and webcast on Thursday, December 3, 2020 at 11:00 a.m. and will cover this transaction at that time. The conference call will be accessible by dialing (866) 218-2404 or by visiting www.investorsbank.com. Callers who pre-register will bypass the live operator and may avoid any delays in joining the conference call. Participants will immediately receive an online confirmation, an email and a calendar invitation for the event. A copy of the investor presentation will be made available prior to the call on the Investors Bancorp website www.investorsbank.com.

Conference Call Pre-registration link: http://dpregister.com/10150389

Forward Looking Statements
Certain statements contained herein are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward looking statements may be identified by reference to a future period or periods, or by the use of forward looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” “project,” “plan,” “potential” or similar terms or variations on those terms, or the negative of those terms. Forward looking statements are subject to numerous risks and uncertainties, as described in the “Risk Factors” disclosures included in our Annual Report on Form 10-K, as supplemented in quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission and available on the SEC’s website at www.sec.gov, including, but not limited to, those related to the real estate and economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset-liability management, the financial and securities markets and the availability of and costs associated with sources of liquidity.

The Company wishes to caution readers not to place undue reliance on any such forward looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions that may be made to any forward looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

About Investors
Investors Bancorp, Inc. is the holding company for Investors Bank, which as of September 30, 2020 operated from its corporate headquarters in Short Hills, New Jersey and 155 branches located throughout New Jersey and New York.

Investor Relations Contact
Contact: Marianne Wade
(973) 924-5100
[email protected]

View original content:http://www.prnewswire.com/news-releases/investors-bancorp-to-acquire-8-berkshire-bank-branches-in-new-jersey-and-eastern-pennsylvania-301185145.html

SOURCE Investors Bancorp, Inc.

December 2, 2020 4:45 pm

Cousins Properties Announces Strategic Charlotte Transactions

PR Newswire

ATLANTA, Dec. 2, 2020 /PRNewswire/ — Cousins Properties (NYSE: CUZ) announced today two property transactions in the South End submarket of Charlotte, North Carolina. These transactions increase Cousins’ presence in a leading Sun Belt submarket and are consistent with its long-term strategic objectives.

On November 17, 2020, Cousins closed on the purchase of 3.4 acres of land for $28.1 million. The Company anticipates developing a 600,000 to 700,000 square foot mixed-use development on the site to be called South End Station.

On December 2, 2020, Cousins closed on the purchase of a 329,000 square foot creative office asset for $201 million. Known as The RailYard, the property was developed in 2019 and is currently 97% leased with customers including an Allstate technology center and an Ernst & Young innovation center.

“The RailYard and South End Station are both attractive acquisitions with significant long-term value creation opportunities,” said Colin Connolly, President and Chief Executive Officer of Cousins. “Collectively, the investments create an advantageous concentration with compelling synergies in one of the best submarkets in the Sun Belt.”

Please refer to the Investor Relations page of Cousins’ website for a presentation with additional information on the transactions discussed above.

About Cousins Properties
Cousins Properties is a fully integrated, self-administered and self-managed real estate investment trust (REIT). The Company, based in Atlanta, GA and acting through its operating partnership, Cousins Properties LP, primarily invests in Class A office buildings located in high growth Sun Belt markets. Founded in 1958, Cousins creates shareholder value through its extensive expertise in the development, acquisition, leasing, and management of high-quality real estate assets. The Company has a comprehensive strategy in place based on a simple platform, trophy assets, and opportunistic investments. For more information, please visit www.cousins.com.

This press release does not constitute an offer of any securities for sale. Certain matters discussed in this press release are forward-looking statements within the meaning of the federal securities laws and are subject to uncertainties and risk and actual results may differ materially from projections. Readers should carefully review Cousins’ financial statements and notes thereto, as well as the risk factors described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and other documents Cousins files from time to time with the Securities and Exchange Commission. Such forward-looking statements are based on current expectations and speak as of the date of such statements. Cousins undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.

CONTACT:

Gregg Adzema

Chief Financial Officer, Cousins Properties
404-407-1116
[email protected]

View original content:http://www.prnewswire.com/news-releases/cousins-properties-announces-strategic-charlotte-transactions-301185156.html

SOURCE Cousins Properties