The notes will mature on August 1, 2034, will bear interest at a rate of 5.850%, and will be issued at 98.929% of par value. The notes will be unsecured, unsubordinated obligations of the Company.

The Company intends to use the net proceeds from the offering to repay its $500.0 million unsecured term loan. The Company may use any remaining net proceeds for working capital and general corporate purposes, including repayment of borrowings under its $850.0 million senior unsecured revolving credit facility. The offering and sale of the senior notes is being made pursuant to an automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”). The offering is expected to close on or about July 2, 2024, subject to the satisfaction of customary closing conditions.

Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and Truist Securities, Inc.  are acting as joint book-running managers for the offering. The offering may be made only by means of a preliminary prospectus supplement and the accompanying prospectus. A copy of the preliminary prospectus supplement and the accompanying prospectus related to the offering may be obtained from any of the following: Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attention: WFS Customer Service, Email: [email protected], Toll-Free: 1-800-645-3751; BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, NC  28255-0001, Attn: Prospectus Department, Email: [email protected]; Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, Telephone: 1-866-471-2526, Facsimile: (212) 902-9316 or by emailing [email protected]; and Truist Securities, Inc., 3333 Peachtree Road NE, 9th floor, Atlanta, GA 30326, Attention: Prospectus Department, Email: [email protected], Telephone: (800) 685-4786.

A copy of the prospectus included in the registration statement may also be obtained from the SEC’s website at www.sec.gov.

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

About Choice Hotels ^®

Choice Hotels International, Inc. (NYSE: CHH) is one of the largest lodging franchisors in the world, with nearly 7,500 hotels, representing more than 630,000 rooms, in 45 countries and territories as of March 31, 2024. A diverse portfolio of 22 brands that range from full-service upper upscale properties to midscale, extended stay, and economy enables Choice® to meet travelers’ needs in more places and for more occasions while driving more value for franchise owners and shareholders. The award-winning Choice Privileges® rewards program and co-brand credit card options provide members with a fast and easy way to earn reward nights and personalized perks.

Forward-Looking Statements

When used within this press release, the words “expects,” “believes,” “anticipates,” “plans,” “would,” “should,” “may,” “estimates,” and similar expressions are intended to identify “forward-looking statements,” including but not limited to, statements about the completion, timing, and size of the proposed offering of securities by the Company and the use of net proceeds of such offering. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause our actual results to be materially different from those expressed or implied in the forward-looking statements. Such factors include market conditions and the demand for the Company’s securities, as well as the risks detailed in the Company’s preliminary prospectus supplement and the accompanying prospectus filed with the SEC in connection with this offering and in the Company’s other filings with the SEC, including our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

SOURCE Choice Hotels International, Inc.

CAMBRIDGE, Mass., June 25, 2024 — NeuroBo Pharmaceuticals, Inc. (Nasdaq: NRBO) (NeuroBo), a clinical-stage biotechnology company focused on the transformation of cardiometabolic diseases, today announced the closing of its previously announced sale in a private placement of 4,325,701 shares of its common stock (or pre-funded warrants in lieu thereof), at a purchase price of $3.93 per share (or per pre-funded warrant in lieu thereof). In a concurrent registered direct offering, NeuroBo issued and sold 763,359 shares of its common stock at the same purchase price per share as in the private placement. In addition, NeuroBo issued in the offerings unregistered Series A warrants to purchase up to 5,089,060 shares of common stock and unregistered Series B warrants to purchase up to 7,633,591 shares of common stock (all the warrants, collectively, the “Series Warrants”). The Series Warrants have an exercise price of $3.93 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Series Warrants (the “Stockholder Approval”). The Series A warrants will expire on the earlier of the twelve months anniversary of the Stockholder Approval and within 60 days following the public announcement of NeuroBo receiving positive Phase 1 multiple ascending dose (MAD) data readout for DA-1726 and the Series B warrants will expire on the earlier of the five years anniversary of the Stockholder Approval and within six months following the public announcement of NeuroBo receiving positive Phase 1 Part 3 data readout for DA-1726. The private placement and the registered direct offering were priced at-the-market under Nasdaq rules.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offerings.

The aggregate gross proceeds to NeuroBo from the offerings were approximately $20 million before deducting the placement agent’s fees and other offering expenses payable by NeuroBo. NeuroBo currently intends to use the net proceeds from the offerings for working capital and general corporate purposes, including to continue the clinical development of DA-1726 for the treatment of obesity. The potential additional gross proceeds to NeuroBo from the Series Warrants, if fully exercised on a cash basis, will be approximately $50 million and will be utilized to fund the Phase 1 Part 3 clinical trial of DA-1726. No assurance can be given that any of the Series Warrants will be exercised.

The shares of common stock offered in the registered direct offering (but excluding the securities offered in the private placement and the shares of common stock underlying the warrants issued in the private placement) were offered and sold by NeuroBo pursuant to a “shelf” registration statement on Form S-3 (Registration No. 333-278646), including a base prospectus, previously filed with the Securities and Exchange Commission (“SEC”) on April 12, 2024 and declared effective by the SEC on April 23, 2024. The offering of the shares of common stock issued in the registered direct offering were made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering were filed with the SEC and are available on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying base prospectus may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3^rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at [email protected].

The offer and sale of the securities in the private placement and the Series Warrants described above were made in a transaction not involving a public offering and have not been registered under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506(b) of Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants issued in the private placement, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities in the private placement, the Series Warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement with the SEC or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. NeuroBo has agreed to file an initial registration statement with the SEC covering the resale of the securities to be issued in the private placement.

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

About NeuroBo Pharmaceuticals
NeuroBo Pharmaceuticals, Inc. is a clinical-stage biotechnology company focused on transforming cardiometabolic diseases. The company is currently developing DA-1726 for the treatment of obesity, and is developing DA-1241 for the treatment of Metabolic Dysfunction-Associated Steatohepatitis (MASH).  DA-1726 is a novel oxyntomodulin (OXM) analogue that functions as a glucagon-like peptide-1 receptor (GLP1R) and glucagon receptor (GCGR) dual agonist. OXM is a naturally-occurring gut hormone that activates GLP1R and GCGR, thereby decreasing food intake while increasing energy expenditure, thus potentially resulting in superior body weight loss compared to selective GLP1R agonists. DA-1241 is a novel G-protein-coupled receptor 119 (GPR119) agonist that promotes the release of key gut peptides GLP-1, GIP, and PYY. In pre-clinical studies, DA-1241 demonstrated a positive effect on liver inflammation, lipid metabolism, weight loss, and glucose metabolism, reducing hepatic steatosis, hepatic inflammation, and liver fibrosis, while also improving glucose control.

For more information, please visit www.neurobopharma.com.

Forward Looking Statements
Certain statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believes”, “expects”, “anticipates”, “may”, “will”, “should”, “seeks”, “approximately”, “intends”, “projects”, “plans”, “estimates” or the negative of these words or other comparable terminology (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements, which include, among other statements, statements regarding the anticipated use of proceeds from the offerings, the ability of NeuroBo to achieve certain milestone events; the exercise of the Series Warrants upon the achievement of such milestone events or otherwise prior to their expiration and the receipt of stockholder approval. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, without limitation, market and other conditions, those risks associated with NeuroBo’s ability to execute on its commercial strategy; the timeline for regulatory submissions; ability to obtain regulatory approval through the development steps of NeuroBo’s current and future product candidates, the ability to realize the benefits of the license agreement with Dong-A ST Co. Ltd., including the impact on future financial and operating results of NeuroBo; the cooperation of NeuroBo’s contract manufacturers, clinical study partners and others involved in the development of NeuroBo’s current and future product candidates; potential negative interactions between NeuroBo’s product candidates and any other products with which they are combined for treatment; NeuroBo’s ability to initiate and complete clinical trials on a timely basis; NeuroBo’s ability to recruit subjects for its clinical trials; whether NeuroBo receives results from NeuroBo’s clinical trials that are consistent with the results of pre-clinical and previous clinical trials; impact of costs related to the license agreement, known and unknown, including costs of any litigation or regulatory actions relating to the license agreement; effects of changes in applicable laws or regulations; effects of changes to NeuroBo’s stock price on the terms of the license agreement and any future fundraising; and other risks and uncertainties described in NeuroBo’s filings with the Securities and Exchange Commission, including NeuroBo’s most recent Annual Report on Form 10-K. Forward-looking statements speak only as of the date when made. NeuroBo does not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

NeuroBo Pharmaceuticals
Marshall H. Woodworth
Chief Financial Officer
+1-857-299-1033
[email protected] 

Rx Communications Group
Michael Miller
+1-917-633-6086
[email protected]

SOURCE NeuroBo Pharmaceuticals, Inc.

The complete terms of the Tender Offer are set forth in the Offer to Purchase dated June 10, 2024, as amended and supplemented by the Company’s press release dated June 25, 2024 (as so amended and supplemented and as it may be further amended or supplemented from time to time, the “Offer to Purchase”). References in this news release to “$” or “US$” are to United States dollars, unless otherwise indicated.

The “Total Consideration” for each $1,000 principal amount of Notes of any Series tendered and accepted for purchase pursuant to the Tender Offer has been determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified for such Series in the table below over the yield corresponding to the bid-side price of the applicable Reference U.S. Treasury Security specified for such Series in the table below, as displayed on the applicable Bloomberg Reference Page specified in the table below at 11:00 a.m., New York City time, on June 25, 2024 (such time and date, the “Price Determination Time”). Holders of Notes must have validly tendered and not validly withdrawn their Notes at or before 5:00 p.m., New York City time, on June 24, 2024 (the “Early Tender Deadline”) to be eligible to receive the applicable Total Consideration for their tendered Notes, which includes an early tender payment of $50 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium”). Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the Settlement Date (as defined below).

As previously announced, the Company has amended the Tender Offer to increase the previously announced Maximum Amount to $951,123,000 in order to accept for payment all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline.  As a result, the Company expects to accept for payment all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline. In addition, because the Company expects to accept for payment approximately the Maximum Amount of Notes, no additional Notes will be purchased pursuant to the Tender Offer after the Settlement Date. As described in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly returned to the tendering Holder’s account.

Consummation of the Tender Offer is subject to a number of conditions, including the absence of certain adverse legal and market developments. Subject to applicable law, the Company may waive any and all of these conditions or extend, terminate or withdraw the Tender Offer with respect to one or more Series of Notes and/or increase or decrease the Maximum Amount. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. There are no guaranteed delivery provisions applicable to the Tender Offer.

The Tender Offer will expire at 5:00 p.m., New York City time, on July 10, 2024, unless extended (such date and time, as the same may be extended, the “Expiration Time”) or earlier terminated by the Company. As of the Early Tender Deadline, the Holders’ withdrawal rights have expired. Assuming the Tender Offer is not extended and the conditions to the Tender Offer are satisfied or waived, the Company expects that settlement for Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline that are accepted for purchase will be June 27, 2024 (the “Settlement Date”).

This press release is for informational purposes only. This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to terms and conditions set forth in the Offer to Purchase and only to such persons and in such jurisdictions as are permitted under applicable law.

J.P. Morgan Securities LLC is serving as the sole Dealer Manager in connection with the Tender Offer. Questions regarding the terms of the Tender Offer should be directed to J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free) or + 1 (212) 834-7489 (collect). Any questions or requests for assistance or additional copies of the Offer to Purchase or the documents incorporated by reference therein may be directed to D.F. King & Co., Inc., which is acting as the Tender Agent and the Information Agent for the Tender Offer, at the following telephone numbers: banks and brokers at (877) 478-5045 (toll free); all others at (212) 269-5550 (all others); or by email to [email protected].

About CNOOC Petroleum North America ULC

CNOOC Petroleum North America ULC is a British Columbia unlimited liability company whose principal activities are the exploration, development and production of petroleum and natural gas in Canada.  CNOOC Petroleum North America ULC is an indirect, wholly-owned subsidiary of CNOOC Limited.

Forward-Looking Statements

This press release contains forward-looking statements based on current expectations and assumptions that involve risks and uncertainties. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements about the expected timing, size or other terms of the Tender Offer and the Company’s ability to complete the Tender Offer. Forward-looking statements can also generally be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will,” “would,” “could,” “can,” “may,” and similar terms. These statements are based on assumptions and analyses made by the Company as of this date in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that the Company currently believes are appropriate under the circumstances. However, whether actual results and developments will meet the current expectations and predictions of the Company is uncertain. Actual results, performance and financial condition may differ materially from the Company’s expectations, as a result of salient factors including but not limited to those associated with macro-political and economic factors, fluctuations in crude oil and natural gas prices, exchange rates, the highly competitive nature of the oil and natural gas industry, climate change and environment policies, the Company’s price forecast, mergers, acquisitions and divestments activities, health, safety, security and environment and insurance policies and changes in anti-corruption, anti-fraud, anti-money laundering and corporate governance laws.

All of the forward-looking statements made in this press release are qualified by this cautionary statement. The Company cannot assure that the results or developments anticipated will be realised or, even if substantially realised, that they will have the expected effect on the Company, its business or operations. The Company does not assume any obligation or intend to update these forward-looking statements.

Editorial Contacts

For further enquiries, please contact:

CNOOC North America Media Relations
Calgary, Alberta, Canada
[email protected]

SOURCE CNOOC Petroleum North America ULC

The following table indicates the aggregate principal amount of Existing Bonds that had been validly tendered pursuant to the Offer as of 8:00 a.m. (New York City time) on June 25, 2024.

___________________

The Offer is conditioned, among other things, on the concurrent (or earlier) closing of an issuance by the Republic of one or more series of DOP-denominated and/or U.S. dollar-denominated, New York law-governed debt securities, in an aggregate principal amount, with pricing and on terms and conditions acceptable to the Republic in its sole discretion (the “New Notes Offering“). The Republic intends to use a portion of the net proceeds from the New Notes Offering to purchase the Existing Bonds accepted for purchase. The New Notes Offering has been made solely by means of one or more offering memoranda relating to the New Notes Offering, and neither this announcement nor the Offer Document constitutes an offer to sell or the solicitation of an offer to buy any such new debt securities.

The Republic reserves the right, in its sole discretion, not to accept any valid orders to tender Existing Bonds in accordance with the terms and conditions of the Offer or to terminate the Offer for any reason. In the event of a termination of the Offer, tendered Existing Bonds will be returned to the tendering Holder.

The total purchase price for the principal amount of the Existing Bonds validly tendered by a Holder and accepted by the Republic will be an amount in cash equal to the outstanding principal amount of such Existing Bonds, multiplied by the Purchase Price, plus Accrued Interest (the “Total Purchase Price“). If the Total Purchase Price minus Accrued Interest for all validly tendered Existing Bonds (the “Tendered Aggregate Purchase Price“) would exceed the Maximum Purchase Price, then the Republic will, in its sole discretion, apply a proration factor to the Tenders.

If the Republic accepts all or a portion of a Holder’s tender of Existing Bonds, the Holder will be entitled to receive for such Existing Bonds the Purchase Price plus Accrued Interest, payable on the Settlement Date (as defined below) in U.S. dollars if the conditions of the Offer are met.

The settlement of validly tendered and accepted Existing Bonds is expected to occur on Monday, July 1, 2024, subject to change without notice (the “Settlement Date“).

On June 25, 2024, at or around 5:00 p.m. (New York City time), subject to change without notice, the Republic expects to announce: (i) the Maximum Purchase Price; (ii) the Tendered Aggregate Purchase Price; (iii) the aggregate principal amount of Tenders of the Existing Bonds that has been accepted; and (iv) any proration of Tenders of the Existing Bonds.

The Offer Document may be downloaded from the website of Global Bondholder Services Corporation (the “Tender and Information Agent“) at https://www.gbsc-usa.com/dominican/ or obtained from the Tender and Information Agent or from any of the Dealer Managers at the contact information below. Questions regarding the Offer may be directed to the Dealer Managers at the below contact information.

The Dealer Managers for the Offer are:

The Tender and Information Agent for the Existing Bonds is:

Important Notice

This announcement is for informational purposes only. It is not complete and may not contain all the information that you should consider before tendering Existing Bonds. You should read the entire Offer Document.

This announcement is not an offer to purchase for cash or a solicitation of invitations for offers to purchase for cash any Existing Bonds. The distribution of materials relating to the Offer and the transactions contemplated thereby may be restricted by law in certain jurisdictions. The Offer is being made only by the Offer Document and in those jurisdictions where it is legal to do so. The Offer is void in all jurisdictions where it is prohibited. If materials relating to the Offer come into your possession, you are required to inform yourself of and to observe all of these restrictions. Each person accepting the Offer shall be deemed to have represented, warranted and agreed (in respect of itself and any person for whom it is acting) that it is not a person to whom it is unlawful to make the Offer pursuant to the Offer Document, it has not distributed or forwarded the Offer Document or any other documents or materials relating to the Offer to any such person, and that it has complied with all laws and regulations applicable to it for purposes of participating in the Offer. Neither the Republic nor the Dealer Managers accepts any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.

The materials relating to the Offer, including this announcement, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. This announcement and the Offer Document do not constitute an offer to buy or a solicitation of an offer to sell any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer and in which any Dealer Manager or any of its affiliates is so licensed, it shall be deemed to be made by the Dealer Managers or such affiliates on behalf of the Republic.

SOURCE The Dominican Republic

The closing of this offering is not conditioned on the consummation of the Merger. The gross proceeds of the offering will be held in escrow pending the consummation of the Merger, which is currently expected to occur in the third quarter of 2024, although there can be no assurance that such consummation will not be delayed or that it will occur at all. If the Merger is not consummated on or prior to September 30, 2024, then the notes will be subject to a special mandatory redemption at a price of 100% of the initial issue price of the notes, plus accrued and unpaid interest.

Concentra intends to use $50 million of the net proceeds from the offering for general corporate purposes and to pay the remainder, together with the borrowings under its proposed new senior secured credit facility, to Select Medical Corporation as a dividend.

The notes and related guarantees are being offered in a private placement, solely to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or to persons other than “U.S. persons” outside the United States in compliance with Regulation S under the Securities Act. The notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This notice does not constitute an offer to sell the notes, nor a solicitation for an offer to purchase the notes, in any jurisdiction in which such offer or solicitation would be unlawful. Any offer of the notes will be made only by means of a private offering memorandum. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Cautionary Statement Regarding Forward-Looking Statements

This release contains forward-looking statements. Forward-looking statements use words such as “expect,” “anticipate,” “outlook,” “intend,” “plan,” “confident,” “believe,” “will,” “should,” “would,” “potential,” “positioning,” “proposed,” “planned,” “objective,” “likely,” “could,” “may,” and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances. Statements that describe or relate to Select’s or Concentra’s plans, goals, intentions, strategies, financial outlook, Select’s or Concentra’s expectations regarding the Merger or the Separation, the aggregate principal amount of the notes to be sold or the intended use of proceeds from the offering of the notes, and statements that do not relate to historical or current fact, are examples of forward-looking statements. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of the Select’s and Concentra’s control. Forward-looking statements are not guarantees of future performance and there are a number of important factors that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements. Additional information concerning these and other factors can be found in Select’s filings with the U.S. Securities and Exchange Commission, including Select’s most recent annual report on Form 10-K, most recent quarterly report on Form 10-Q and current reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made. Neither Select nor Concentra undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor inquiries:

Joel T. Veit
717-972-1100
[email protected]

SOURCE – Select Medical Holdings Corporation

Prior to the launch of the Exchange Offer and Consent Solicitation, holders of the Existing Notes representing nearly 50% of the aggregate principal amount of the Existing Notes outstanding (the “Supporting Holders”) have indicated their intent to participate in the Exchange Offer and Consent Solicitation, but no assurance can be given that any such Supporting Holder will participate.

In connection with the Exchange Offer, the Issuers are soliciting (the “Consent Solicitation” and, together with the Exchange Offer, the “Exchange Offer and Consent Solicitation”) consents (the “Consents”) to the adoption of certain amendments (the “Proposed Amendments”) to the indenture governing the Existing Notes. Eligible Holders who tender their Existing Notes pursuant to the Exchange Offer must also deliver Consents to the Proposed Amendments. Eligible Holders may not deliver Consents to the Proposed Amendments without also validly tendering their Existing Notes. 

The Exchange Offer and Consent Solicitation is being made solely to Eligible Holders upon the terms and subject to the conditions set forth in the confidential offering memorandum and solicitation statement (the “Offering Memorandum”), and the related letter of transmittal (the “Letter of Transmittal” and together with the Offering Memorandum, the “Exchange Offer Materials”), each dated June 24, 2024.

The Exchange Offer and Consent Solicitation is being made only (a) in the United States, to holders of Existing Notes who are reasonably believed to be “qualified institutional buyers,” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and (b) outside the United States, to holders of Existing Notes who are not “U.S. persons” (as defined in Regulation S under the Securities Act) in offshore transactions in compliance with Regulation S.  We refer to the holders of Existing Notes who have certified that they are eligible to participate in the Exchange Offer and Consent Solicitation pursuant to at least one of the foregoing conditions as “Eligible Holders.”

Upon the terms and subject to the conditions of the Exchange Offer, Eligible Holders that validly tender their Existing Notes at or prior to 5:00 p.m., New York City Time, on July 9, 2024 (the “Early Exchange Time”), and whose tenders are accepted for exchange by the Issuers, will receive $825.0 of New Notes and $175.0 cash for every $1,000 principal amount of the Existing Notes.

Upon the terms and subject to the conditions of the Exchange Offer, Eligible Holders that validly tender, and do not validly withdraw, their Existing Notes after the Early Exchange Time but at or prior to 5:00 p.m., New York City Time, on July 24, 2024 (the “Expiration Time”), and whose tenders are accepted for exchange by the Issuers, will receive $825.0 of New Notes and $125.0 cash for every $1,000 principal amount of the Existing Notes.

In addition, holders of Existing Notes validly tendered (and not validly withdrawn) in the Exchange Offer will receive on the settlement date accrued and unpaid interest to, but not including, the settlement date in cash on all such Existing Notes validly tendered and accepted for exchange pursuant to the Exchange Offer.

Tenders of Existing Notes may only be withdrawn at or prior to 5:00 p.m., New York City time, on July 9, 2024 (the “Withdrawal Deadline”).

Consummation of the Exchange Offer and Consent Solicitation is conditioned upon the satisfaction or waiver of the conditions set forth in the Exchange Offer Materials. The Exchange Offer and Consent Solicitation is conditioned upon Eligible Holders validly tendering and not validly withdrawing at least $1,140,000,000 aggregate principal amount of Existing Notes (the “Minimum Participation Condition”), provided however, that (i) if Eligible Holders shall have validly tendered and not validly withdrawn at least $800,000,000, but less than $1,140,000,000, aggregate principal amount of Existing Notes, the Issuers may accept for exchange such Existing Notes in their sole and absolute discretion and shall have the right to waive the Minimum Participation Condition without extending the Withdrawal Deadline or Expiration Time and (ii) if Eligible Holders shall have validly tendered and not validly withdrawn less than $800,000,000 aggregate principal amount of Existing Notes, the Issuers shall not accept for payment such Existing Notes and the Issuers shall not have the right to waive the Minimum Participation Condition. In addition, the Exchange Offer and Consent Solicitation may be terminated or withdrawn at any time, in the Issuers’ sole and absolute discretion, subject to compliance with applicable law.

The complete terms and conditions of the Exchange Offer and Consent Solicitation are described in the Exchange Offer Materials, copies of which may be obtained by Eligible Holders by contacting Global Bondholder Services Corporation, Attn: Corporate Action, 65 Broadway, Suite 404, New York, New York 10006, telephone number: (855) 654-2015 (toll-free) or (212) 430-3774 (for Banks and Brokers) to complete the eligibility process. The eligibility certificate is available electronically at: https://gbsc-usa.com/eligibility/hawaiian and is also available by contacting Global Bondholder Services Corporation. Holders of Existing Notes that are not Eligible Holders will not be able to receive such documents, but may call us at the numbers set forth above for further instructions.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities.  The Exchange Offer and Consent Solicitation is being made and the New Notes are being offered only to “qualified institutional buyers” and holders that are not “U.S. persons” as such terms are defined under the Securities Act. The New Notes have not been registered under the Securities Act or under any state securities laws, and 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, accordingly, are subject to significant restrictions on transfer and resale as more fully described in the Exchange Offer Materials. The Exchange Offer and Consent Solicitation is subject to the terms and conditions set forth in the Exchange Offer Materials.

About Hawaiian Airlines

Now in its 95th year of continuous service, Hawaiian is Hawaiʻi’s largest and longest-serving airline. Hawaiian offers approximately 150 daily flights within the Hawaiian Islands, and nonstop flights between Hawaiʻi and 16 U.S. gateway cities – more than any other airline – as well as service connecting Honolulu and American Samoa, Australia, Cook Islands, Japan, New Zealand, South Korea and Tahiti.

Consumer surveys by Condé Nast Traveler and TripAdvisor have placed Hawaiian among the top of all domestic airlines serving Hawaiʻi. The carrier was named Hawaiʻi’s best employer by Forbes in 2022 and has topped Travel + Leisure’s World’s Best list as the No. 1 U.S. airline for the past two years. Hawaiian has also led all U.S. carriers in on-time performance for 18 consecutive years (2004-2021) as reported by the U.S. Department of Transportation.

The airline is committed to connecting people with aloha by offering complimentary meals for all guests on transpacific routes and the convenience of no change fees on Main Cabin and Premium Cabin seats. HawaiianMiles members also enjoy flexibility with miles that never expire. As Hawai’i’s hometown airline, Hawaiian encourages guests to Travel Pono and experience the islands safely and respectfully.

Hawaiian Airlines, Inc. is a subsidiary of Hawaiian Holdings, Inc. (NASDAQ: HA). Additional information is available at HawaiianAirlines.com. Follow Hawaiian’s Twitter updates (@HawaiianAir), become a fan on Facebook  (Hawaiian Airlines), and follow us on Instagram (hawaiianairlines). For career postings and updates, follow Hawaiian’s LinkedIn page.

For media inquiries, please visit Hawaiian Airlines’ online newsroom.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain information that includes or is based upon forward-looking statements. Forward-looking statements give expectations or forecasts of future events. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “potential,” and “will,” and other words and terms of similar meaning, or are tied to future periods, in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, including the satisfaction of the conditions to the Exchange Offer and Consent Solicitation and the completion of the proposed Exchange Offer and Consent Solicitation.

Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining the actual future results of the Issuers, the Company and their subsidiaries and affiliates. These statements are based on current expectations and the current economic environment. They involve several risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements. Risks, uncertainties, and other factors that might cause such differences include the risks, uncertainties and other factors identified herein.  The Company does not undertake any obligation to publicly correct or update any forward-looking statement if the Company later becomes aware that such statement is not likely to be achieved.

SOURCE Hawaiian Airlines, Inc.

LAS VEGAS, June 24, 2024 — Switch, the premier provider of AI, cloud and enterprise data centers, today announced the successful completion of two consecutive, asset-backed securities (ABS) transactions. The inaugural ABS issuance, totaling $752 million closed March 14, 2024, followed by the second issuance of $940.3 million, which closed on June 17, 2024. These two issuances make Switch the largest data center ABS issuer year-to-date with a total of nearly $1.7 billion.

“Successfully executing these transactions marks a strategic milestone in the evolution of Switch’s capital structure, giving the company access to new investors, additional borrowing capacity and a lower overall cost of debt,” said Thomas Morton, President of Switch.

“Capitalizing on the strong investor demand, we were able to execute both transactions with oversubscription levels across all classes of our bonds and on the second issuance we were able to tighten pricing across our Class A and Class B bonds,” said Madonna Park, Chief Financial Officer of Switch. “Given the success of these two issuances, combined with our robust portfolio of development and stabilized assets, we expect to continue to be an active issuer in the ABS market.”

Net proceeds after transaction fees and expenses will be used to refinance a portion of company’s take-private mortgage loan, which was put in place at the time Switch was acquired by DigitalBridge and IFM Investors in December 2022.

A wholly owned subsidiary of Switch, ABS Issuer, LLC established its Master Trust March 14, 2024, with the closing of its first issuance of $752 million. The offering included two classes of notes, $657.6 million of Class A and $94.2 million of Class B. All notes were rated by DBRS-Morningstar with the Class A notes rated A(low) and the Class B notes rated BBB(low). All series of notes in this issuance were designated as green bonds under International Capital Markets Association Green Bond principles in accordance with Switch’s Green Financing Framework. The deal was led by Morgan Stanley who acted as the Sole Structuring Advisor.

Switch followed on its inaugural issuance in March, with the closing of its second issuance on June 17, 2024, for $940 million. The offering included three classes of notes, $671.5 million of Class A, $94.8 million of Class B and $174 million of Class C. All notes were rated by DBRS-Morningstar with the Class A notes rated A(low), Class B notes rated BBB(low) and Class C notes rated BB(low). All series of notes in this issuance were designated as green bonds under International Capital Markets Association green bond principles in accordance with Switch’s Green Financing Framework. The deal was led by Morgan Stanley and MUFG (Mitsubishi UFJ Financial Group) as Co-Structuring Advisors.

In addition to Co-Structuring Advisors Morgan Stanley and MUFG, TD Securities (USA), LLC and RBC Capital Markets, LLC, acted as Joint Bookrunners. Société Generale, Truist Securities, Scotiabank, Santander, Citizens Capital Markets, Goldman Sachs and Guggenheim acted as Passive Bookrunners. ING, Natwest Markets, Standard Chartered Bank and Zions Capital Markets acted as Co-Managers.

About Switch
Switch, Inc. founded in 2000 by CEO Rob Roy, stands at the forefront as the premier data center designer, builder and operator. As the AI, cloud and enterprise data center experts, Switch delivers unparalleled solutions for the most discerning clients worldwide. With a commitment to robustness, scalability and sustainability, Switch offers a comprehensive portfolio encompassing highly dense, liquid-cooled AI environments, hyperscale cloud infrastructure and industry-leading, highly secure enterprise data centers. To learn more, visit switch.com and connect with us on LinkedIn, Facebook and X.

SOURCE Switch, Ltd.

CAMBRIDGE, Mass., June 24, 2024 — NeuroBo Pharmaceuticals, Inc. (Nasdaq: NRBO) (NeuroBo), a clinical-stage biotechnology company focused on the transformation of cardiometabolic diseases, today announced that it has entered into definitive agreements for the issuance and sale in a private placement of 4,325,701 shares of its common stock (or pre-funded warrants in lieu thereof), at a purchase price of $3.93 per share (or per pre-funded warrant in lieu thereof). In a concurrent registered direct offering, NeuroBo has agreed to issue and sell 763,359 shares of its common stock at the same purchase price per share as in the private placement. In addition, NeuroBo has agreed to issue in the offerings unregistered Series A warrants to purchase up to 5,089,060 shares of common stock and unregistered Series B warrants to purchase up to 7,633,591 shares of common stock (all the warrants, collectively, the “Series Warrants”). The Series Warrants will have an exercise price of $3.93 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Series Warrants (the “Stockholder Approval”). The Series A warrants will expire on the earlier of the twelve months anniversary of the Stockholder Approval and within 60 days following the public announcement of NeuroBo receiving positive Phase 1 multiple ascending dose (MAD) data readout for DA-1726 and the Series B warrants will expire on the earlier of the five years anniversary of the Stockholder Approval and within six months following the public announcement of NeuroBo receiving positive Phase 1 Part 3 data readout for DA-1726. The private placement and the registered direct offering were priced at-the-market under Nasdaq rules. The closing of the offerings is expected to occur on or about June 25, 2024, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offerings.

The aggregate gross proceeds to NeuroBo from the offerings are expected to be approximately $20 million before deducting the placement agent’s fees and other offering expenses payable by NeuroBo. NeuroBo currently intends to use the net proceeds from the offerings for working capital and general corporate purposes, as well as to continue the clinical development of DA-1726 for the treatment of obesity. The potential additional gross proceeds to NeuroBo from the Series Warrants, if fully exercised on a cash basis, will be approximately $50 million and will be utilized to fund the Phase 1 Part 3 clinical trial of DA-1726. No assurance can be given that any of the Series Warrants will be exercised.

The shares of common stock offered in the registered direct offering (but excluding the securities offered in the private placement and the shares of common stock underlying the warrants issued in the private placement) are being offered and sold by NeuroBo pursuant to a “shelf” registration statement on Form S-3 (Registration No. 333-278646), including a base prospectus, previously filed with the Securities and Exchange Commission (“SEC”) on April 12, 2024 and declared effective by the SEC on April 23, 2024. The offering of the shares of common stock to be issued in the registered direct offering are being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying base prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3^rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at [email protected].

The offer and sale of the securities in the private placement and the Series Warrants described above are being made in a transaction not involving a public offering and have not been registered under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506(b) of Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants issued in the private placement, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities in the private placement, the Series Warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement with the SEC or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. NeuroBo has agreed to file an initial registration statement with the SEC covering the resale of the securities to be issued in the private placement.

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

About NeuroBo Pharmaceuticals
NeuroBo Pharmaceuticals, Inc. is a clinical-stage biotechnology company focused on transforming cardiometabolic diseases. The company is currently developing DA-1726 for the treatment of obesity, and is developing DA-1241 for the treatment of Metabolic Dysfunction-Associated Steatohepatitis (MASH). DA-1726 is a novel oxyntomodulin (OXM) analogue that functions as a glucagon-like peptide-1 receptor (GLP1R) and glucagon receptor (GCGR) dual agonist. OXM is a naturally-occurring gut hormone that activates GLP1R and GCGR, thereby decreasing food intake while increasing energy expenditure, thus potentially resulting in superior body weight loss compared to selective GLP1R agonists. DA-1241 is a novel G-protein-coupled receptor 119 (GPR119) agonist that promotes the release of key gut peptides GLP-1, GIP, and PYY. In pre-clinical studies, DA-1241 demonstrated a positive effect on liver inflammation, lipid metabolism, weight loss, and glucose metabolism, reducing hepatic steatosis, hepatic inflammation, and liver fibrosis, while also improving glucose control.

For more information, please visit www.neurobopharma.com.

Forward Looking Statements
Certain statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believes”, “expects”, “anticipates”, “may”, “will”, “should”, “seeks”, “approximately”, “intends”, “projects”, “plans”, “estimates” or the negative of these words or other comparable terminology (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements, which include, among other statements, statements regarding the completion of the offerings, the satisfaction of customary closing conditions related to the offerings, the anticipated use of proceeds therefrom, the ability of NeuroBo to achieve certain milestone events; the exercise of the Series Warrants upon the achievement of such milestone events or otherwise prior to their expiration and the receipt of stockholder approval. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, without limitation, market and other conditions, those risks associated with NeuroBo’s ability to execute on its commercial strategy; the timeline for regulatory submissions; ability to obtain regulatory approval through the development steps of NeuroBo’s current and future product candidates, the ability to realize the benefits of the license agreement with Dong-A ST Co. Ltd., including the impact on future financial and operating results of NeuroBo; the cooperation of NeuroBo’s contract manufacturers, clinical study partners and others involved in the development of NeuroBo’s current and future product candidates; potential negative interactions between NeuroBo’s product candidates and any other products with which they are combined for treatment; NeuroBo’s ability to initiate and complete clinical trials on a timely basis; NeuroBo’s ability to recruit subjects for its clinical trials; whether NeuroBo receives results from NeuroBo’s clinical trials that are consistent with the results of pre-clinical and previous clinical trials; impact of costs related to the license agreement, known and unknown, including costs of any litigation or regulatory actions relating to the license agreement; effects of changes in applicable laws or regulations; effects of changes to NeuroBo’s stock price on the terms of the license agreement and any future fundraising; and other risks and uncertainties described in NeuroBo’s filings with the Securities and Exchange Commission, including NeuroBo’s most recent Annual Report on Form 10-K. Forward-looking statements speak only as of the date when made. NeuroBo does not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

NeuroBo Pharmaceuticals
Marshall H. Woodworth
Chief Financial Officer
+1-857-299-1033
[email protected] 

Rx Communications Group
Michael Miller
+1-917-633-6086
[email protected]

SOURCE NeuroBo Pharmaceuticals, Inc.

Industry legends Robert Friedland and Rob McEwen joined with several other leading mining investors, including CVMR Inc. and Terra Capital, to provide the investor buyback of the FT Units financing for Power Nickel.

“Power Nickel is grateful for the support of some of the leading investors in mining. Like us, they believe Nisk has exceptional exploration upside. With this capital, we will be able to substantially increase our already very successful exploration efforts. We currently have one drilling rig targeting the extension of the Lion Zone and soon we will have a second rig advancing the exploration program developed by our team, with substantial guidance from Dr. Steve Beresford. It is a very exciting time for our shareholders, stakeholders, and staff,” commented CEO Terry Lynch.

The Company worked with Wealth Creation Preservation & Donation Inc. and IA Capital Markets on the financing front end and used advisory services of Red Cloud Securities Inc. and H&P Advisory Limited in connection with the Offering. Back-end purchasers acquired the underlying common shares and Warrants from the front-end buyers of the FT Units, at $0.66 per common share and half-Warrant (combined).

The Company will use the gross proceeds from the sale of the FT Units for exploration activities on the Company’s Nisk property located in Quebec and to incur eligible “Canadian exploration expenses”, within the meaning of the ITA, that will qualify for the federal 30-per-cent critical mineral exploration tax credit.

The Offering is subject to the Company’s final filing requirements with the TSX Venture Exchange (“TSXV“) approval. All securities issued under the financing are subject to a hold period of four months and one day from the date of issuance. 

The Company paid finder’s fees on the financing, including 265,027 finder warrants exercisable for a period of 18 months from closing into a common share at $1.25 per common share and cash commissions and advisory fees of $387,239.64 as permitted by the policies of the TSXV and applicable securities laws. 

About Power Nickel Inc.

Power Nickel is a Canadian junior exploration company focusing on developing the High-Grade Nickel Copper PGM, Gold and Silver Nisk project into Canada’s next poly metallic mine.

On February 1, 2021, Power Nickel (then called Chilean Metals) completed the acquisition of its option to acquire up to 80% of the Nisk project from Critical Elements Lithium Corp. (CRE: TSXV).

The NISK property comprises a large land position (20 kilometres of strike length) with numerous high-grade intercepts. Power Nickel is focused on expanding the high-grade nickel-copper PGM, Gold and Silver mineralization with a series of drill programs designed to test the initial Nisk discovery zone, the Lion discovery zone and to explore the land package for adjacent potential poly metallic deposits.

In addition to the Nisk project, Power Nickel owns significant land packages in British Colombia and Chile. Power Nickel is expected to reorganize these assets in a related public vehicle through a plan of arrangement.

For further information, readers are encouraged to contact:

Power Nickel Inc.
The Canadian Venture Building
82 Richmond St East, Suite 202
Toronto, ON

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This message contains certain statements that may be deemed “forward-looking statements” concerning the Company within the meaning of applicable securities laws. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential,” “indicates,” “opportunity,” “possible” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. Such material risks and uncertainties include, but are not limited to, among others; the timing for various drilling plans; the ability to raise sufficient capital to fund its obligations under its property agreements going forward and conduct drilling and exploration; to maintain its mineral tenures and concessions in good standing; to explore and develop its projects; changes in economic conditions or financial markets; the inherent hazards associates with mineral exploration and mining operations; future prices of nickel and other metals; changes in general economic conditions; accuracy of mineral resource and reserve estimates; the potential for new discoveries; the ability of the Company to obtain the necessary permits and consents required to explore, drill and develop the projects and if accepted, to obtain such licenses and approvals in a timely fashion relative to the Company’s plans and business objectives for the applicable project; the general ability of the Company to monetize its mineral resources; and changes in environmental and other laws or regulations that could have an impact on the Company’s operations, compliance with environmental laws and regulations, dependence on key management personnel and general competition in the mining industry.

SOURCE Power Nickel Inc.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (“Securities Act”). This announcement is being issued in accordance with Rule 135 under the Securities Act.

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