Fintech PR
Talos Energy Announces Upsized Proposed Offering of $1,250 Million of Second-Priority Senior Secured Notes
HOUSTON, Jan. 25, 2024 /PRNewswire/ — Talos Energy Inc. (“Talos”) (NYSE: TALO) today announced that Talos Production Inc. (the “Company”), a wholly owned subsidiary of Talos, has upsized its previously announced offering (the “Offering”) of $1,250 million in aggregate principal amount of new Second-Priority Senior Secured Notes, consisting of Second-Priority Senior Secured Notes due 2029 and Second-Priority Senior Secured Notes due 2031 (collectively, the “New Notes”). The Offering has been upsized from the previously announced $1,000 million in aggregate principal amount of New Notes. The Company intends to use the net proceeds from the Offering to (i) fund a portion of the cash consideration for the Company’s recently announced pending acquisition of QuarterNorth Energy, Inc. (“QuarterNorth,” and such acquisition, the “Acquisition”), (ii) fund the redemption (the “Redemptions”) of all of the outstanding 12.00% Second-Priority Senior Secured Notes due 2026 issued by the Company (the “12.00% Notes”) and all of the outstanding 11.750% Senior Secured Second Lien Notes due 2026 issued by Talos Energy Ventures GOM LLC (f/k/a Energy Ventures GoM LLC) and Talos Finance Corporation (f/k/a EnVen Finance Corporation), each a wholly owned subsidiary of the Company (the “11.750% Notes,” and collectively with the 12.00% Notes, the “Existing Notes”), and (iii) pay any premiums, fees and expenses related to the Redemptions and the issuance of the New Notes. The Company intends to use any remaining net proceeds for general corporate purposes, which may include the repayment of a portion of the outstanding borrowings under its senior reserves-based revolving credit facility (the “Credit Facility”). The Company intends to redeem all outstanding 11.750% Notes on or after April 15, 2024 at a redemption price of 102.938% of the principal amount of 11.750% Notes to be redeemed, plus accrued and unpaid interest to, but excluding, such redemption date. Pending such redemption, the Company intends to deposit sufficient funds with the trustee under the indenture governing the 11.750% Notes to satisfy and discharge the 11.750% Notes and such governing indenture.
An aggregate of $340 million principal amount of the New Notes will be subject to a “special mandatory redemption” in the event that the transactions contemplated by the definitive agreement to acquire QuarterNorth (the “QuarterNorth Merger Agreement”) are not consummated on or before May 31, 2024 (or up to September 30, 2024 solely in the event the parties require additional time to satisfy certain requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, pursuant to the terms of the QuarterNorth Merger Agreement), or if the Company notifies the trustee of the New Notes that it will not pursue the consummation of the Acquisition.
It is expected that the New Notes will be guaranteed on a senior basis by Talos and certain of the Company’s existing and future subsidiaries and will initially be secured on a second-priority basis by substantially the same collateral as the Company’s existing first-priority obligations under its Credit Facility.
The New Notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States only in compliance with Regulation S under the Securities Act. The New Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of the New Notes or any other security of the Company, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute a notice of redemption under the optional redemption provisions of the indentures governing the Existing Notes.
ABOUT TALOS ENERGY
Talos Energy (NYSE: TALO) is a technically driven, innovative, independent energy company focused on safely and efficiently maximizing long-term value through its Upstream Exploration & Production and Low Carbon Solutions businesses. We currently operate in the United States and offshore Mexico. We leverage decades of technical and offshore operational expertise to acquire, explore, and produce assets in key geological trends while developing opportunities to reduce industrial emissions through carbon capture and storage projects along the U.S. Gulf Coast. For more information, visit www.talosenergy.com .
INVESTOR RELATIONS CONTACT
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within the meaning of U.S. Private Securities Litigation Reform Act of 1995. When used in this communication, the words “will,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast,” “may,” “objective,” “plan” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All statements, other than statements of historical fact included in this communication, are forward-looking statements, including, but not limited to, statements regarding the Company’s plans to issue the New Notes and the intended use of the net proceeds therefrom, and the pending Acquisition. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.
We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, our ability to consummate the Acquisition on the terms currently contemplated, the anticipated future performance of the combined company, risks and uncertainties related to economic, market or business conditions, satisfaction of customary closing conditions related to the Offering, and the other risks discussed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”), our Quarterly Reports on Forms 10-Q filed with the SEC and our other filings with the SEC, all of which can be accessed at the SEC’s website at www.sec.gov .
Should one or more of the risks or uncertainties described herein occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this communication are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this communication.
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Combined group would create an industry leader with an extensive global product portfolio and financial strength to support long-term growth objectives
TORONTO and LONDON, Nov. 29, 2024 /PRNewswire/ — ABC Technologies (the “Company”) today announces that it has reached an agreement on the terms of a recommended all-cash offer for the acquisition by ABC Technologies Acquisitions Limited of the entire issued and to be issued ordinary share capital of TI Fluid Systems plc (“TI Fluid Systems”).
TI Fluid Systems is a London-listed, market-leading global manufacturer of thermal and fluid system solutions for the full range of current and developing vehicle architectures. Operating across 27 countries and serving all major automotive manufacturers, TI Fluid Systems has a commitment to operational excellence and sustainability worldwide.
Together, ABC Technologies and TI Fluid Systems will enjoy an expanded global footprint and enhanced product portfolio. This will allow access to a broader and more diversified range of customers, including some of the largest and most recognizable automotive OEMs and Tier One suppliers worldwide.
“This transaction is a transformative strategic opportunity which unlocks value for all of our stakeholders and provides a platform for further growth,” said Terry Campbell, President and CEO, ABC Technologies. “A combined business will enable us to better serve our customers, and I am excited for our teammates as we continue to build a winning future. We will be persistent in seeking alignment with organizations that have proven capabilities to further ABC’s success story.”
Combining the rich heritages of ABC Technologies and TI Fluid Systems – both established leading manufacturers across different product segments – will create a business that benefits from an enhanced go-to-market proposition and greater financial strength to support the long-term growth objectives and a winning vision for the future. ABC Technologies is majority-owned by funds managed by affiliates of Apollo Global Management, Inc.
Under the terms of the transaction, shareholders of TI Fluid Systems will be entitled to receive 200 pence a share, valuing TI Fluid Systems at an enterprise value of approximately £1,831 million.
The Acquisition is currently expected to complete in H1 2025, subject to shareholder and other relevant legal and regulatory approvals.
Lazard acted as lead financial advisor to ABC Technologies; Citi, TD Securities and Scotiabank also acted as financial advisers.
Kirkland & Ellis International acted as legal advisor to ABC Technologies and Paul, Weiss, Rifkind, Wharton & Garrison acted as legal advisor in respect of regulatory and financing matters.
This press release must be read in conjunction with the Rule 2.7 announcement which is available on the London Stock Exchange RNS and along with other documents related to the transaction on www.projectgolfoffer.com.
About ABC Technologies
ABC Technologies is a leading global manufacturer and supplier of custom, highly engineered, technical plastics, and light-weight innovations to the North American light vehicle industry. Serving more than 25 major original equipment manufacturer customers in 8 countries, the Company is strategically placed to offer vertically integrated product and process solutions through a skilled workforce of over 11,000 team members. ABC Technologies is majority owned by certain of the affiliated funds of Apollo Global Management, Inc. and its subsidiaries, with funds managed by Oaktree Capital Management, L.P. owning a minority equity interest in ABC Technologies. Additional information about the Company can be found at www.abctechnologies.com.
Additional Information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. Any offer (if made) will be made solely by certain offer documentation which will contain the full terms and conditions of any offer (if made), including details of how it may be accepted.
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STOCKHOLM, Nov. 29, 2024 /PRNewswire/ — Hoist Finance AB (publ) has successfully issued SEK 700 million of senior non-preferred bonds with a tenor of 4.25 years. The bonds were issued under Hoist Finance’s EMTN program and were priced at 3-months STIBOR +250 basis points.
“I am very pleased to announce Hoist Finance’s first broadly distributed issue of senior non-preferred bonds, which was met by strong demand from more than 20 Nordic investors. This is the first senior non-preferred bond issue by a Nordic non-SIFI bank. This issuance marks an important step for our strategy to promote continued growth while maintaining a cost-efficient capital structure and supporting our investment grade credit rating from Moody’s,” says Harry Vranjes, CEO of Hoist Finance.
The proceeds from the bond issue will be used for general corporate purposes. The instruments will be listed on the regulated market Irish Stock Exchange plc, known as Euronext Dublin. The bonds are expected to be rated Ba1 by Moody’s.
Senior non-preferred bonds
Senior non-preferred bonds are subordinated to senior preferred bonds in the hierarchy of repayment.
For more information, please contact:
Karin Tyche, Chief Investor Relations and Communications Officer
[email protected]
+46 76 780 97 65
About Hoist Finance
Hoist Finance is an asset manager specialised in non-performing loans. For more than 25 years, we have focused on investing in and managing debt portfolios. We are a partner to international banks and financial institutions across Europe, acquiring non-performing loan portfolios. We are also a partner to consumers and SMEs in a debt situation, creating long-term sustainable repayment plans enabling them to convert non-performing debt to performing debt. We are present in 12 markets across Europe and our shares are listed on Nasdaq Stockholm. For more information, please visit hoistfinance.com.
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MARKING ITS NINTH STRATEGIC PARTNERSHIP WITH GLOBAL WEALTH FUNDS
MUSCAT, Oman, Nov. 29, 2024 /PRNewswire/ — As part of His Majesty Sultan Haitham bin Tarik’s state visit to the Republic of Türkiye, Oman Investment Authority (OIA), Oman’s Sovereign Wealth Fund, announced a US$500 million collaboration with Türkiye’s state-owned OYAK Fund. This joint capital allocation, with equal contributions from both entities, underscores Oman’s commitment to strengthening economic ties with global partners while advancing mutual growth and development.
This partnership will focus on investments in Oman and Türkiye, with prospects for expansion into other international markets.This initiative further reinforces OIA’s ongoing strategy to establish high-value investment alliances that deliver significant financial and strategic returns.
H.E. Abdulsalam bin Mohammed Al Murshidi, President of the Oman Investment Authority, stated: “We have built a global reputation and sufficient expertise to form impactful partnerships that bring tangible benefits to Oman’s economy. This latest collaboration with OYAK Fund seamlessly aligns with our strategic objectives to expand our investment network and secure meaningful returns.”
OYAK General Manager Süleyman Savaş Erdem added, “The joint fund we have established with the Oman Investment Authority is an indication of the trust in our country and our corporation. With this fund, we will be making investments in strategic areas not only in both countries, but also in different regions of the world. This partnership will strengthen our vision of being a global company.”
OYAK Fund brings significant resources and expertise to this collaboration, enhancing its potential to drive economic growth in both countries. Key industries targeted for investment include mining, metals, automotive manufacturing, logistics, chemicals, agriculture, food production, and energy. It also aims to facilitate technology transfer and localize expertise in Oman, fostering capacity building and knowledge sharing.
This agreement marks OIA’s ninth strategic partnership with global entities, building on successful collaborations with Saudi Arabia, Qatar, Spain, Brunei Darussalam, Vietnam, Uzbekistan, Pakistan, and India. These alliances have delivered positive outcomes, such as new investments, profitable exits, and increased capital allocations. The authority’s growing portfolio underscores its pivotal role in driving Oman’s economic diversification and international economic diplomacy.
By leveraging the expertise and resources from trusted international partners, OIA continues to pave the way for sustained economic growth and prosperity for the Sultanate of Oman.
Contact:
For more information, please contact:
Fahad Al Toubi, Senior Specialist – Media Relations
+968 92155655
[email protected]
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