Holders of Existing Bonds validly tendered and accepted for purchase by the Republic will receive the total of the fixed price per DOP1,000 principal amount indicated in the rightmost column in the table below (the “Purchase Price“) plus accrued and unpaid interest on such Existing Bonds up to, but excluding, the Settlement Date (as defined below) (“Accrued Interest“). The Purchase Price and Accrued Interest will be converted to U.S. dollars at the exchange rate of DOP56.6207 per US$1.00 (the “Applicable Exchange Rate“).

The Maximum Purchase Price for all Existing Bonds accepted for purchase is DOP37,221,000,000 (or U.S.$657,374,423 at the Applicable Exchange Rate). The Tendered Aggregate Purchase Price of the Existing Bonds validly tendered is DOP37,221,000,000 (or U.S.$657,374,423 at the Applicable Exchange Rate). Since the Tendered Aggregate Purchase Price does not exceed the Maximum Purchase Price, all Existing Bonds validly tendered pursuant to the Offer have been accepted for purchase, and, accordingly, there will be no proration.

The following table indicates the aggregate principal amount of Existing Bonds that have been validly tendered and accepted pursuant to the Offer.

The Republic also announced the pricing of DOP62,282,770,000 new 13.625% Bonds due 2033 and US$700,000,000 new 7.050% Bonds due 2031 (together, the “New Notes Offering“). The Offer is conditioned, among other things, on the concurrent (or earlier) closing of 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 was made solely by means of 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 bonds.

The settlement of validly tendered and accepted Existing Bonds is expected to occur on Friday, February 3, 2023, subject to change without notice (the “Settlement Date“). Holders of validly tendered and accepted Existing Bonds will be entitled to receive for such Existing Bonds the Purchase Price and Accrued Interest, which will be converted into U.S. dollars at the Applicable Exchange Rate and paid in U.S. dollars on the Settlement Date if the conditions of the Offer are met.

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:

Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
United States of America
Attn: Corporate Actions

Banks and Brokers call: (212) 430-3774
Toll free +1 (855) 654-2014
Email: [email protected]

By facsimile:
(For Eligible Institutions only):
+1 (212) 430-3775/3779

Confirmation:
+1 (212) 430-3774

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

LOS ÁNGELES, 31 de enero de 2023 /PRNewswire-HISPANIC PR WIRE/ — Cadiz Inc. (NASDAQ: CDZI, CDZIP) (“Cadiz,” la “Compañía”) anunció hoy que ha cotizado una oferta directa registrada (la “Oferta”) de 10.5 millones de acciones comunes por un total de ingresos brutos de $40.32 millones. La Oferta estuvo dirigida por los accionistas de capital más grandes de la compañía, Heerema International Group Services SA (“Heerema IGS”) y Odey Asset Management. Heerema IGS mantiene la propiedad beneficiosa de aproximadamente el 35 % de las acciones comunes de la Compañía. Los accionistas de larga data y diversos inversionistas nuevos también se suscribieron a acciones presentadas en la Oferta.

“Creemos que este financiamiento pone a Cadiz en la base más sólida posible para comenzar a construir, operar y entregar soluciones de agua limpia para la población de California“, señaló Susan Kennedy, presidenta ejecutiva de Cadiz. “Este financiamiento nos permite acelerar los gastos de capital, reducir nuestra deuda y avanzar a toda marcha durante los próximos dos años”.

La Compañía pretende utilizar los ingresos netos en efectivo de esta oferta para financiar los gastos de capital que se espera que aceleren el desarrollo del proyecto de suministro y almacenamiento de agua de la Compañía, reembolsar $15 millones de capital a su actual línea de crédito de $50 millones a su prestamista B. Riley Commercial Capital, LLC (“B. Riley Commercial”), proporcionar capital de trabajo y apoyar el desarrollo de recursos hídricos adicionales para satisfacer la creciente demanda en un cronograma acelerado.

B. Riley Securities (“BRS”) actuó como agente de colocación exclusivo en la Oferta. Las acciones disponibles en la Oferta tuvieron un precio de $3.84 por acción, el precio de cierre del mercado de ayer. Se espera que la Oferta concluya con ingresos netos de aproximadamente $38.5 millones para la Compañía el 2 de febrero de 2023 o alrededor de esa fecha, sujeto al cumplimiento de las condiciones de cierre habituales.

En relación con el cierre de la Oferta, la compañía y su subsidiaria de propiedad absoluta Cadiz Real Estate LLC (en conjunto, los “Prestatarios”), esperan realizar una enmienda al acuerdo de crédito existente con B. Riley Commercial (“la Enmienda”) que reducirá el monto principal pendiente a $35 millones y establecerá otras disposiciones como se describe en una presentación realizada hoy en el Formulario 8-K con la Comisión de Bolsa y Valores (“SEC”). Según la Enmienda, sujeto al cumplimiento de las condiciones específicas descritas en el Formulario 8-K, el vencimiento de la deuda pendiente de la Compañía se extenderá hasta el 30 de junio de 2026.

La Oferta se hizo en conformidad con una declaración de registro (archivo n.° 333-257159) que anteriormente se había presentado ante la SEC y que dicha entidad declaró vigente el 25 de junio de 2021. La Oferta se realiza únicamente mediante un suplemento de prospecto que forma parte de la declaración de registro. Un suplemento final de prospecto y un prospecto básico adjunto relacionado con la Oferta se presentarán ante la SEC y estarán disponibles en el sitio web de la SEC en http://www.sec.gov. También puede obtener copias electrónicas del suplemento de prospecto y el prospecto básico adjunto, cuando estén disponibles, poniéndose en contacto con B. Riley Securities, dirigido a: Prospectus Department, 1300 North 17th Street, Suite 1300, Arlington, Virginia 22209; teléfono: (703) 312-9580, o enviando un correo electrónico a [email protected].

Este comunicado de prensa no constituirá una oferta de venta ni la solicitud de una oferta para comprar cualquiera de los valores descritos en el presente comunicado. No se realizará ninguna oferta, solicitud de oferta de compra o venta de valores en ningún estado o jurisdicción en los que dicha oferta, solicitud o venta sea ilegal antes de su registro o calificación en virtud de la legislación sobre valores de dicho estado o jurisdicción.

Acerca de Cadiz Inc. 

Fundada en 1983, Cádiz Inc. (NASDAQ: CDZI) es una compañía californiana que ofrece soluciones hídricas y se dedica a proporcionar acceso a agua limpia, confiable y asequible para las personas a través de una variedad de proyectos innovadores de suministro, almacenamiento, transporte y tratamiento de agua. Para obtener más información, visite www.cadizinc.com.  

Acerca de Heerema IGS 

Las compañías Heerema ofrecen soluciones y crean valor sostenible en proyectos dentro de la industria de la energía marina. Heerema gestiona toda la cadena de suministro de la ejecución de proyectos marinos y ofrece soluciones que incluyen diseño e ingeniería de vanguardia, planificación, logística, gestión de proyectos y la ejecución de proyectos sostenibles en todo el mundo. Heerema es propietaria y operadora de tres de los cinco buques marítimos de carga pesada del mundo, que están equipados con tecnologías de cero emisiones. Heerema tiene la misión de hacer posible lo imposible en alta mar como contratista marítimo líder en energías renovables. Desde 2020, Heerema ha sido reconocida como neutra en carbono. Para obtener más información, visite: https://www.heerema.com

Declaración precautoria sobre las declaraciones prospectivas

Esta publicación contiene “declaraciones prospectivas” en el sentido de la Sección 27A de la Ley de Valores de 1933, en su forma enmendada, y de la Sección 21E de la Ley de Bolsa de Valores de 1934, en su forma enmendada, y dichas declaraciones prospectivas se realizan en conformidad con las disposiciones de puerto seguro de la Ley de Reforma de Litigios sobre Valores Privados de 1995. Las “declaraciones prospectivas” describen las expectativas, planes, resultados o estrategias futuras y generalmente están precedidas por palabras como “anticipa”, “espera”, “puede”, “planea” o “hará”. Las declaraciones prospectivas incluyen, sin limitaciones, proyecciones, predicciones, expectativas o creencias sobre eventos o resultados futuros y no son declaraciones de hecho histórico, incluidas declaraciones con respecto a los términos y condiciones y el momento de la oferta, el ingreso en la Enmienda, la prórroga del vencimiento de la deuda pendiente y el uso previsto de los ingresos. Se le advierte que tales afirmaciones están sujetas a una multitud de riesgos e incertidumbres que podrían causar que las futuras circunstancias, eventos o resultados difieran sustancialmente de los previstos en las declaraciones prospectivas, incluyendo los riesgos de que la Oferta no se pueda completar con éxito, que la Enmienda no se complete con éxito en los plazos previstos, o en absoluto, nuestra capacidad de maximizar el valor de nuestros recursos de tierra y agua, y nuestra capacidad de obtener nuevos financiamientos según sea necesario para satisfacer nuestras necesidades actuales de capital de trabajo. Estos y otros riesgos se identifican en nuestros registros presentados ante la SEC, incluyendo, sin limitaciones, nuestro Informe Anual en el Formulario 10-K para el año finalizado el 31 de diciembre de 2021, y en otros registros presentados posteriormente por la Compañía ante la Comisión. Todas las declaraciones prospectivas contenidas en este comunicado de prensa se refieren únicamente a la fecha en que se emitieron y se basan en las suposiciones y estimaciones de la administración a partir de esa fecha. No asumimos obligación alguna de actualizar públicamente ninguna declaración prospectiva, ya sea como resultado de nueva información, eventos futuros u otros factores.

Logotipo: https://mma.prnewswire.com/media/1844374/Cadiz_Logo.jpg 

FUENTE Cadiz Inc.

SOURCE Cadiz Inc.

MIAMI, Jan. 31, 2023 — The Fun Wine Company, Inc., developer of a game-changing, innovative product line of better-for-you Premium Wine Cocktails, announced today that it had commenced an offering of $15 million in 5-year, 9% Convertible Notes, with the proceeds to be used primarily for marketing and to expand Fun Wine’s business in the US, Asia and Latin America. Lead investor Starr Insurance Companies purchased the first $2,500,000 of the Notes.

Fun Wine has been steadily on course recently to lead the rapidly expanding ready-to-drink (RTD) wine cocktail market. In the past 2 years, Founder & CEO Joe Peleg and his team created:

(1) A refreshingly innovative 5.5% ABV, 59-calorie, all-natural, flavored and sparkling RTD Product Line – the Fun Wine Hard Bubbly Collection® and Café Graffiti Collection®, packaged in attractively priced ‘work of art’ 750 mL glass and 330 mL aluminum bottles.

(2) A reputable, sustainable and scalable Tier 1 Supply Chain with Les Grands Chaise de France, the largest winemaker in Europe.

(3) A National US Distribution Network led by the 2^nd largest US alcohol distributor, Republic National Distributing Company.

(4) A rapidly growing International Distribution Network that positions the company for meaningful revenue growth, initially in Asia and Latin America.

(5) A long-term agreement with 7x Grammy Award Winner Christina Aguilera as the company’s Chief Culture Officer, to generate awareness of the brand and its unique premium wine cocktails.

CLICK HERE to view the Fun Wine product video. 

About FUN WINE®

Fun Wine’s mission is to foster socially responsible drinking with refreshing and flavorful, all-natural, low alcohol, low calorie wine cocktails that appeal to health-conscious consumers. The ‘game changing’ company is one of the most innovative in the alcohol industry and aligns its messaging with Art, Fashion and Music. Working with an international development team, Fun Wine was first to use monk fruit juice in wine, was first to develop a 330 mL aluminum bottle for the wine industry and was first to develop coffee wine cocktails – Espresso Cabernet and Cappuccino Chardonnay. In addition, Fun Wine will soon launch the Fun Wine Metaverse Platform for consumers, distributors and retailers.

FUN WINE CHECKS ALL THE BOXES. With 5.5% ABV and its introduction of monk fruit juice, Fun Wine’s all-natural cocktails are low in calories and carbs and gluten free. All Fun Wine products come in eye-catching, recyclable 750 mL glass and 330 mL aluminum bottles and are sold at attractive prices of less than $8 for a 750 mL bottle and $3.50 for a 330 mL aluminum bottle, with current economic conditions providing additional consumer appeal. The brand has a distribution network in 44 states and Washington D.C., and overseas in Bulgaria, Costa Rica, Dominican Republic, El Salvador, Guatemala, Mexico, Singapore, and South Korea. Looking to future expansion, the company has trademarks registered in over 50 countries. During the product’s evolution, through initial development, market research and product testing, the brand sold 460,000 physical cases in the US and overseas, generating approximately $10 million in sales, and resulting in sales velocity in the US of 1.5 times average wine and 2 times in select markets. US retailers include the Pennsylvania Liquor Control Board, Stew Leonard’s, Walmart, Kroger, Target, Ralph’s, Harris Teeter, H-E-B, Wegmans, Total Wine & More, Whole Foods, HyVee, Rite Aid, King Kullen, Kinney Drugs, Tops, Sav-A-Lot, Shoprite, Stop & Shop, Circle K, 7-Eleven, and much more.

FUN WINE®, FUN®, HARD BUBBLY COLLECTION® and CAFE GRAFFITI COLLECTION® are registered trademarks of FUN WINE (USA) LLC.

www.funwine.com – @Funwineofficial

For further information or access to the Offering Presentation, please contact:
Joseph Bernstein
Co-Founder & Executive Chairman
The Fun Wine Company, Inc.
[email protected]
+1.917.365.3651

SOURCE THE FUN WINE COMPANY

Withdrawal rights for the Offer expired as of 5:00 p.m., New York City Time, on January 30, 2023 (unless extended by Ecopetrol, the “Withdrawal Date“). Notes validly tendered in the Offer may no longer be withdrawn after the Withdrawal Date, except as may be required by applicable law. As of 5:00 p.m., New York City time, January 30, 2023 (the “Early Tender Date“), the following principal amount of the Notes had been validly tendered and not validly withdrawn pursuant to the Offer:

Holders who have validly tendered and have not validly withdrawn their Notes on or prior to the Early Tender Date, and whose Notes are accepted for purchase by Ecopetrol pursuant to the Offer, will receive the Total Consideration as shown in the table above, which includes an early tender payment (the “Early Tender Premium“) of U.S.$30.00 per U.S.$1,000 principal amount of Notes, subject to the Maximum Tender Amount. The “Tender Consideration” means, for each U.S.$1,000 principal amount of Notes validly tendered and accepted by the Ecopetrol, the Total Consideration minus the Early Tender Premium. The applicable Consideration will be payable in U.S. dollars.

In addition to the Total Consideration or Tender Consideration (as applicable) for the Notes validly tendered and accepted for purchase, Holders will also receive accrued and unpaid interest from, and including, the last interest payment date up to, but excluding, the applicable Settlement Date (as defined below), which will be paid in cash on the applicable Settlement Date.

All the Notes tendered at or prior to the Early Tender Date were accepted for purchase. The Offer will expire at 11:59 p.m., New York City time, on February 13, 2023, unless extended or terminated earlier (the “Expiration Date“). Holders that tender after the Early Tender Date but prior to the Expiration Date will receive the Tender Consideration only. Notes tendered after the Early Tender Date but prior to the Expiration Date may be subject to proration if the principal amount of Notes causes the aggregate principal amount of tenders to exceed the Maximum Tender Amount.

Ecopetrol reserves the right, but is not obligated, to increase the Maximum Tender Amount in its sole and absolute discretion without extending the Early Tender Date or Withdrawal Date or otherwise reinstating withdrawal or revocation rights, except as required by applicable law.

For the Notes validly tendered on or prior to the Early Tender Date (and not subsequently validly withdrawn) and accepted by Ecopetrol for purchase pursuant to the Offer, subject to the Maximum Tender Amount and proration, Ecopetrol expects for settlement to occur on January 31, 2023, which is the first Business Day following the Early Tender Date (the “Early Settlement Date“).

For the Notes validly tendered after the Early Tender Date and on or prior to the Expiration Date, and accepted by the Company for purchase pursuant to the Offer, subject to the Maximum Tender Amount and proration, settlement will occur promptly after the Expiration Date (the “Final Settlement Date” and, together with the Early Settlement Date, the “Settlement Date“). The Company expects the Final Settlement Date to be on February 15, 2023, which is the second Business Day following the Expiration Date, unless the Expiration Date is extended by the Company in its sole discretion.

The Company expressly reserves the absolute right, in its sole discretion, from time to time to purchase any Notes that remain outstanding after the Final Settlement Date through open-market or privately negotiated transactions, one or more additional tender or exchange offers or otherwise, on terms and at prices that may or may not be equal to the consideration offered in the Offer, or to exercise any of its rights, including redemption rights, under the Indenture governing the Notes.

Notes tendered and not accepted for purchase pursuant to the Offer will be promptly returned to the tendering holders. The complete terms and conditions of the Offer are described in the Offer to Purchase, a copy of which may be obtained from Global Bondholder Services Corporation, the tender agent and information agent (the “Tender and Information Agent“) for the Offer, at https://gbsc-usa.com/ecopetrol/ or by telephone at +1 855-654-2014 (Toll-Free) or +1 212-430 3774 (Banks and Brokers).

Ecopetrol has engaged Citigroup Global Markets Group Inc. to act as the dealer manager (the “Dealer Manager“) in connection with the Offer. Questions regarding the terms of the Offer may be directed to the Dealer Manager at +1 800-558-3745 (Toll-Free) or +1 212-723-6106 (Collect) 

About Ecopetrol

Ecopetrol is a mixed economy company organized under the laws of the Republic of Colombia. Ecopetrol is the largest company in Colombia and one of the most relevant integrated energy companies in Latin America, with a presence primarily in Colombia and activities in the U.S. (U.S. Gulf of Mexico and Permian Basin), Brazil, Mexico, Peru, Chile and Bolivia. In Colombia, Ecopetrol is responsible for more than 60% of the hydrocarbon production, transportation, logistics, and hydrocarbon refining systems, and hold a leading position in the petrochemicals and gas distribution segment. Through its subsidiary, Interconexión Eléctrica S.A. E.S.P., Ecopetrol has a strong position in the electric power transmission business, toll roads and telecommunications sectors throughout Latin America. The Republic of Colombia currently owns 88.49% of Ecopetrol’s voting capital stock.

No Recommendation

None of Ecopetrol, the Dealer Manager, the Tender and Information Agent or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should or should not tender any Notes in response to the Offer or expressing any opinion as to whether the terms of the Offer are fair to any holder. Holders must make their own decision as to whether to tender any of their Notes and, if so, the purchase price of Notes to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Offer.

Disclaimer and Other Important Notices

This press release and the Offer to Purchase do not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction in which such offer or solicitation would be unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of us by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. If materials relating to the Offer come into a holder’s possession, the holder is required by Ecopetrol to inform itself of and to observe all of these restrictions.

The Offer to Purchase has not been filed with or reviewed by the SEC, any state securities commission or any other regulatory authority, nor has any such commission or authority passed upon the accuracy or adequacy of the Offer to Purchase or any of the accompanying ancillary documents delivered herewith. Any representation to the contrary is unlawful and may be a criminal offense.

The Offer to Purchase will not be authorized by the Colombian Superintendency of Finance (Superintendencia Financiera de Colombia or the “SFC” by its acronym in Spanish) and will not be registered under the Colombian National Registry of Securities and Issuers (Registro Nacional de Valores y Emisores) or the Colombian Stock Exchange (Bolsa de Valores de Colombia or the “BVC” by its acronym in Spanish), and, accordingly, the Offer to Purchase may not constitute an offer to persons in Colombia except in circumstances which do not result in a public offering under Colombian law and must be carried out in compliance with Part 4 of Decree 2555 of 2010.

This press release may contain forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended, including those related to the Offer. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements. Ecopetrol is not under any obligation to (and expressly disclaims any such obligation to) update forward- looking statements as a result of new information, future events or otherwise, except as required by law.

SOURCE Ecopetrol S.A.

LOS ANGELES, Jan. 31, 2023 /PRNewswire-HISPANIC PR WIRE/ — Cadiz Inc. (NASDAQ: CDZI, CDZIP) (“Cadiz,” the “Company”) today announced that it has priced a registered direct offering (“Offering”) of 10.5 million shares of common stock for total gross proceeds of $40.32 million. The Offering was led by the Company’s largest equity shareholders, Heerema International Group Services SA (“Heerema IGS”) and Odey Asset Management, with Heerema IGS maintaining beneficial ownership of approximately 35% of the Company’s common stock. Long-standing shareholders and several new investors also subscribed for shares priced in the Offering.

“We believe this financing puts Cadiz on the strongest footing possible to begin construction, operation and delivery of clean water solutions for the people of California,” said Susan Kennedy, Executive Chair of Cadiz. “This funding enables us to accelerate capital expenditures, reduce our debt and run on all cylinders over the next two years.”

The Company intends to use the net cash proceeds from this Offering to, fund capital expenditures expected to accelerate development of the Company’s water supply and storage project, repay $15 million in principal of its existing $50 million credit facility with its lender B. Riley Commercial Capital, LLC (“B. Riley Commercial”), provide working capital and support the development of additional water resources to meet increased demand on an accelerated timetable.

B. Riley Securities (“BRS”) acted as exclusive placement agent in the Offering. The shares made available in the Offering were priced at $3.84 per share, yesterday’s market closing price. The Offering is expected to close with net proceeds of approximately $38.5 million to the Company on or about February 2, 2023 subject to the satisfaction of customary closing conditions.

In connection with the closing of the Offering, the Company and its wholly owned subsidiary, Cadiz Real Estate LLC (collectively, the “Borrowers”), expect to enter into an amendment to the existing credit agreement with B. Riley Commercial (“the Amendment”) that will reduce the principal amount outstanding to $35 million and establish other provisions as described in a filing made today on Form 8-K with the Securities and Exchange Commission (“SEC”). Per the Amendment, subject to the satisfaction of specified conditions described in the Form 8-K, the maturity of the Company’s remaining debt outstanding will be extended to June 30, 2026.

The Offering was made pursuant to a shelf registration statement (File No. 333-257159) that was previously filed with the SEC and declared effective by the SEC on June 25, 2021. The Offering is 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 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 prospectus supplement and accompanying base prospectus may also be obtained, when available, by contacting B. Riley Securities, Attention: Prospectus Department, 1300 North 17th Street, Suite 1300, Arlington, Virginia 22209; Telephone: (703) 312-9580, or by emailing [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein. There shall not be any offer, solicitation of an offer to buy, or sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Cadiz Inc.

Founded in 1983, Cadiz Inc. (NASDAQ: CDZI) is a California water solutions company dedicated to providing access to clean, reliable and affordable water for people through a variety of innovative water supply, storage, conveyance and treatment projects. For more information, please visit www.cadizinc.com.  

About Heerema IGS

The Heerema companies deliver solutions and create sustainable value on projects within the offshore energy industry. Heerema manages the entire supply chain of marine project execution, offering solutions that include design and front-end engineering, planning, logistics, project management, and the execution of sustainable projects worldwide. Heerema owns and operates three of the world’s five heavy lift sea vessels, which are equipped with zero-emissions technologies. Heerema is on a mission to make the impossible possible offshore as the leading renewable energy marine contractor. Since 2020, Heerema has been recognized as Carbon Neutral. To learn more about Heerema, please visit: https://www.heerema.com

Cautionary Statement Regarding 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, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “anticipates,” “expect,” “may ,” “plan” or “will”. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact, including statements regarding the terms and conditions and timing of the Offering, the entry into the Amendment, the extension of the maturity of the remaining debt, and the intended use of proceeds. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that the Offering cannot be successfully completed, that the Amendment is not successfully completed on the anticipated terms, or at all, our ability to maximize value from our land and water resources and our ability to obtain new financings as needed to meet our ongoing working capital needs. These and other risks are identified in our filings with the SEC, including without limitation our Annual Report on Form 10-K for the year ended December 31, 2021, and in other filings subsequently made by the Company with the Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.

Logo – https://mma.prnewswire.com/media/1844374/Cadiz_Logo.jpg  

SOURCE Cadiz Inc.

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 January 31, 2023.

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, 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 an offering memorandum 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 converted into U.S. dollars at the Applicable Exchange Rate, payable on the Settlement Date (as defined below) in U.S. dollars if the conditions of the Offer are met. The Applicable Exchange Rate corresponds to the average of the buy and sell spot foreign exchange rates published by the Central Bank of the Dominican Republic, which represent the weighted averages of transactions completed prior to 5:30 p.m. on January 27, 2023 by commercial banks and financial institutions in the Dominican Republic, as calculated by the Central Bank, and which are available at the Central Bank’s website at https://cdn.bancentral.gov.do/documents/estadisticas/mercado-cambiario/documents/TASA_DOLAR_REFERENCIA_MC.xlsx?v=1674595023895https://bcrdgdcprod.blob.core.windows.net/documents/estadisticas/mercado-cambiario/documents/TASA_DOLAR_REFERENCIA_MC.xls.

The settlement of validly tendered and accepted Existing Bonds is expected to occur on Friday, February 3, 2023, subject to change without notice (the “Settlement Date“).

On January 31, 2023, 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:

Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
United States of America
Attn: Corporate Actions

Banks and Brokers call: (212) 430-3774
Toll free +1 (855) 654-2014
Email: [email protected]

By facsimile:
(For Eligible Institutions only):
+1 (212) 430-3775/3779

Confirmation:
+1 (212) 430-3774

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

“As the demand for more short-dated options continues to grow, we are expanding our product suite to allow our clients to hedge or trade with enhanced flexibility around major market-moving events,” said Paul Woolman, Executive Director of Equity Products at CME Group. “The expansion of these weekly options further builds on the deep liquidity established in E-mini Russell 2000 futures, which had record average daily volume of more than 241,000 contracts in 2022. We are proud to build on our partnership with FTSE Russell to provide market participants with a more cost-effective and efficient toolset to manage risk in the small-cap segment.”

“We’re pleased to build on our partnership with CME Group to address the marketplace’s increased interest in short-dated contracts, offering greater precision and flexibility for trading the leading U.S. small-cap benchmark,” said Shawn Creighton, Director of Index Derivatives Solutions at FTSE Russell. “The expanded suite of Weeklies adds even more granularity to clients’ trading strategies, enabling them to accurately manage their market exposure throughout the week.”

For more information on E-mini Russell 2000 Weekly options, please visit: www.cmegroup.com/russellweeklyoptions. 

As the world’s leading derivatives marketplace, CME Group (www.cmegroup.com) enables clients to trade futures, options, cash and OTC markets, optimize portfolios, and analyze data – empowering market participants worldwide to efficiently manage risk and capture opportunities. CME Group exchanges offer the widest range of global benchmark products across all major asset classes based on interest rates, equity indexes, foreign exchange, energy, agricultural products and metals.  The company offers futures and options on futures trading through the CME Globex® platform, fixed income trading via BrokerTec and foreign exchange trading on the EBS platform.  In addition, it operates one of the world’s leading central counterparty clearing providers, CME Clearing. 

CME Group, the Globe logo, CME, Chicago Mercantile Exchange, Globex, and, E-mini are trademarks of Chicago Mercantile Exchange Inc.  CBOT and Chicago Board of Trade are trademarks of Board of Trade of the City of Chicago, Inc.  NYMEX, New York Mercantile Exchange and ClearPort are trademarks of New York Mercantile Exchange, Inc.  COMEX is a trademark of Commodity Exchange, Inc. BrokerTec and EBS are trademarks of BrokerTec Europe LTD and EBS Group LTD, respectively. The S&P 500 Index is a product of S&P Dow Jones Indices LLC (“S&P DJI”). “S&P®”, “S&P 500®”, “SPY®”, “SPX®”, US 500 and The 500 are trademarks of Standard & Poor’s Financial Services LLC; Dow Jones®, DJIA® and Dow Jones Industrial Average are service and/or trademarks of Dow Jones Trademark Holdings LLC. These trademarks have been licensed for use by Chicago Mercantile Exchange Inc. Futures contracts based on the S&P 500 Index are not sponsored, endorsed, marketed, or promoted by S&P DJI, and S&P DJI makes no representation regarding the advisability of investing in such products. All other trademarks are the property of their respective owners.

CME-G

SOURCE CME Group

Mauser intends to use the proceeds from the offering together with anticipated additional proceeds from (i) an offering by SCI PH Parent Inc., a Delaware corporation and indirect parent of Mauser (“Parent“), of newly issued non-voting senior perpetual participating preferred shares to certain new and existing investors in Parent and (ii) proposed new senior secured credit facilities to refinance its existing secured notes and existing term loan facility.  In addition and in connection with the foregoing, Mauser intends to amend its ABL facility to increase the aggregate principal amount of commitments thereunder to $350 million, and, as previously announced, Mauser has commenced an offer to exchange any and all $1.35 billion of its outstanding principal amount of 7.25% Senior Notes due 2025 for newly issued 9.25% Senior Secured Second Lien Notes due 2027.

The Notes were offered and will be sold in a private placement 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 non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the Notes. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.

Cautionary Note Regarding Forward-Looking Statements

This press release contains information that could constitute forward-looking statements. All statements other than statements of historical fact contained in this press release, including, but not limited to, statements regarding the anticipated use of the net proceeds of the offering and the success of concurrent transactions, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “will,” “intend,” “expect,” “anticipate,” “should,” “could” and words or expressions of similar meaning. Such forward-looking information is based on certain current assumptions and analysis made by Mauser in light of its experience and perception of current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results, performance or achievements will conform to Mauser’s expectations and predictions is subject to market conditions and a number of known and unknown risks and uncertainties which could cause actual results to differ materially from Mauser’s expectations. Other factors which could materially affect such forward-looking information are described in the risk factors detailed in the offering documentation prepared and delivered by Mauser in connection with the offering. Forward-looking statements only speak as of the date of these materials, and Mauser assumes no obligation to update any written or oral forward-looking statement made by Mauser or on its behalf as a result of new information, future events or other factors, except as required by law.

About Mauser

Mauser is a leading global supplier of rigid packaging products and services. Mauser manufactures and distributes rigid metal, plastic and fiber containers, IBCs and reconditioned IBCs, steel drums and plastic drums, primarily to manufacturers of industrial and consumer products for use as packaging. Mauser serves its customers through its expansive footprint in over 20 countries.

SOURCE Mauser Packaging Solutions Holding Company

The Issuers intend to use the net proceeds from the sale of the Notes for general corporate purposes, including to repay certain indebtedness, to fund potential buybacks of Class A common stock of Charter and common units of Charter Communications Holdings, LLC and to pay related fees and expenses. Charter expects to close the offering of the Notes on February 13, 2023, subject to customary closing conditions.

The Notes were sold to qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S. The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The offering is subject to, among other things, market conditions.

This news release is neither an offer to sell nor a solicitation of an offer to buy the Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.

About Charter 

Charter Communications, Inc. (NASDAQ:CHTR) is a leading broadband connectivity company and cable operator serving more than 32 million customers in 41 states through its Spectrum brand. Over an advanced communications network, the Company offers a full range of state-of-the-art residential and business services including Spectrum Internet^®, TV, Mobile and Voice.

For small and medium-sized companies, Spectrum Business^® delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise provides highly customized, fiber-based solutions. Spectrum Reach^® delivers tailored advertising and production for the modern media landscape. The Company also distributes award-winning news coverage and sports programming to its customers through Spectrum Networks. More information about Charter can be found at corporate.charter.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This communication includes 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, among other things, the potential offering. Although we believe that our plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under “Risk Factors” from time to time in our filings with the SEC. Many of the forward-looking statements contained in this communication may be identified by the use of forward-looking words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” and “potential,” among others.

All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this communication.

SOURCE Charter Communications, Inc.

The offer is being made pursuant to an effective registration statement filed by TE Connectivity and TEGSA on June 21, 2021, which includes a prospectus, and a prospectus supplement dated January 30, 2023.

The $500 million senior notes due 2026 will be issued at a price of 99.811% and will have a stated interest rate of 4.500% per year, payable semi-annually.

TE Connectivity intends to use the net proceeds of this offering for general corporate purposes, which may include the repayment of outstanding debt.

BofA Securities, Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC are joint book-running managers for this offering, which is expected to close on February 13, 2023.

A copy of the base prospectus in the registration statement or the prospectus supplement for the offering can be obtained from the Securities and Exchange Commission’s website at www.sec.gov, or from BofA Securities, Inc. by calling toll free 1-800-294-1322, or from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by calling toll free 1-800-831-9146, or by emailing [email protected], or from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attn: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or by calling 1-866-803-9204.

This announcement does not constitute an offer to sell or the solicitation of offers to buy any security and shall not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

About TE Connectivity

TE Connectivity Ltd. (NYSE: TEL) is a global industrial technology leader creating a safer, sustainable, productive, and connected future. Our broad range of connectivity and sensor solutions, proven in the harshest environments, enable advancements in transportation, industrial applications, medical technology, energy, data communications, and the home. With more than 85,000 employees, including over 8,000 engineers, working alongside customers in approximately 140 countries, TE ensures that EVERY CONNECTION COUNTS.

Forward-Looking Statements

This release contains certain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance, financial condition or achievements to differ materially from anticipated results, performance, financial condition or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. We have no intention and are under no obligation to update or alter (and expressly disclaim any such intention or obligation to do so) our forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law. The forward-looking statements in this release include statements addressing our future financial condition and operating results, and the impact on our operations resulting from the coronavirus disease 2019 (“COVID-19”). Examples of factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others, the extent, severity and duration of COVID-19 negatively affecting our business operations; business, economic, competitive and regulatory risks, such as conditions affecting demand for products in the automotive and other industries we serve; competition and pricing pressure; fluctuations in foreign currency exchange rates and commodity prices; natural disasters and political, economic and military instability in countries in which we operate, including continuing military conflict between Russia and Ukraine resulting from Russia’s invasion of Ukraine or escalating tensions in surrounding countries; developments in the credit markets; future goodwill impairment; compliance with current and future environmental and other laws and regulations; and the possible effects on us of changes in tax laws, tax treaties and other legislation, including the effects of Swiss tax reform. In addition, the extent to which COVID-19 will impact our business and our financial results will depend on future developments, which are highly uncertain and cannot be predicted. Such developments may include the geographic spread of the virus, the severity of the virus, the duration of the outbreak, the impact on our suppliers’ and customers’ supply chains, the actions that may be taken by various governmental authorities in response to the outbreak in jurisdictions in which we operate, and the possible impact on the global economy and local economies in which we operate. More detailed information about these and other factors is set forth in TE Connectivity Ltd.’s Annual Report on Form 10-K for the fiscal year ended Sept. 30, 2022 as well as in our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports filed by us with the U.S. Securities and Exchange Commission.

SOURCE TE Connectivity Ltd.