LA PAZ, Bolivia, June 20, 2024 — With IDB Invest’s support, BancoSol issued the first social gender bond in Bolivia for an amount of 205,800,000 bolivianos (equivalent to US$30 million), with AAA rating by Moody’s and AESA Ratings. The issuance took place in the Bolivian Stock Market, and IDB Invest provided a partial credit guarantee covering up to 50% of the issue capital.

Following the placement of the bond, the proceeds will go toward financing micro and small enterprises led by women (MSE Women) in the Bolivia, with the goal of financing at least 4,500 MSE Women.

This is BancoSol’s first thematic bond issuance and the first for a private commercial bank in Bolivia. It is expected to incentivize more instruments with social and environmental impact in the capital market, as well as have a catalytic effect to promote sustainable finance in the country.

The project seeks to increase access to credit for MSEs in Bolivia, strengthening BancoSol’s “Avanza Mujer” strategy for this segment, a program that has a differentiated value proposition, which promotes the inclusion and growth of businesses led by women. Additionally, the project seeks to encourage the growth of BancoSol’s portfolio with underserved clients in the Amazon region, promoting social and rural development.

The project is supported by the Women Entrepreneurs Financing Initiative (We-Fi). IDB Invest will provide BancoSol with advisory services and a monetary bonus of up to $200,000 subject to fulfilling objectives related to the growth of the SME Women portfolio, including rural areas and the Amazon region. It is the first time that We-Fi resources have been channeled into an IDB Invest blended financing project in Bolivia.

Likewise, IDB Invest supported BancoSol in the design of the methodological framework for the use of funds, which contains the selection, monitoring, and evaluation criteria for projects aligned with the Social Bond Principles of the International Capital Markets Association (ICMA). BancoSol obtained an independent verification of the methodological framework, known as a second-party opinion, issued by Pacific Corporate Sustainability.

“IDB Invest’s participation in the issuance of the first gender social bond in Bolivia confirms our commitment to financial inclusion and sustainable finance in the country,” said Marisela Alvarenga, Chief Investment Officer (a.i.) of IDB Invest. “BancoSol, the largest microfinance bank in Bolivia, is one of our strategic partners to achieve an impact at scale and reach in underserved populations, thus generating greater financial inclusion.”

“We are proud that BancoSol is the first bank in Bolivia to be supported by IDB Invest for the issuance of gender-themed bonds in the country, which confirms the recognition of our work with financial inclusion and the economic empowerment of women. The resources obtained will allow us to expand access to financing for businesses led by Bolivian women, contributing to closing economic gaps and sustainable development,” said Verónica Gavilanes, Deputy General Manager of BancoSol.

This deal marks a step forward in sustainable investments and in the Bolivian Stock Market, contributing to the following United Nations Sustainable Development Goals (SDGs): SDG 1 (No Poverty), SDG 5 (Gender Equality), SDG 8 (Decent Work and Economic Growth), SDG 9 (Industry, Innovation and Infrastructure) and SDG 10 (Reduced Inequalities).

About IDB Invest

IDB Invest, a member of the Inter-American Development Bank Group, is a multilateral development bank committed to promoting the economic development of its member countries in Latin America and the Caribbean through the private sector. IDB Invest finances sustainable companies and projects to achieve financial results and maximize economic, social, and environmental development in the region. With a portfolio of $21 billion in assets under management and 394 clients in 25 countries, IDB Invest provides innovative financial solutions and advisory services that meet the needs of its clients in a variety of industries.   

About BancoSol

In February 1992, BancoSol became the first commercial and regulated microfinance bank in the world, with the mission of providing opportunities for a better future to businessmen and women in the microbusiness sector, contributing to the reduction of poverty and contributing to sustainable development. Currently, it serves more than 1.3 million microbusiness entrepreneurs throughout the country. It also supports 373,673 entrepreneurs with loans for an amount that amounts to US$2.4 billion, of which 168,263 are women entrepreneurs who boosted their businesses through loans that reach $1.06 billion, which represents 43.4% of the bank’s total portfolio. BancoSol has 1,455 service points in the nine departments of Bolivia.

About We-Fi
The Women Entrepreneurs Financing Initiative (We-Fi) aims to unlock financing for women-owned or run businesses (Women MSEs) in developing countries. We-Fi partners include 14 donor governments, six multilateral development banks as implementing partners, and many other public and private sector stakeholders from around the world.

Contact: Thessa Mooij, +1.917.631.2518,  [email protected]

SOURCE BancoSol

SÃO PAULO, June 20, 2024 — XP Inc. (“XP” or “we”) (Nasdaq: XP), a leading, technology-driven platform and a trusted provider of low-fee financial products and services in Brazil, announced today the commencement of an offer to purchase for cash any and all of its outstanding 3.250% Senior Unsecured Notes Due 2026 (the “Notes”), for a purchase price set forth in the table below (the “Tender Offer”). The Tender Offer is being made upon the terms and subject to the conditions (including the Financing Condition (as defined in the Offer to Purchase)) set forth in the offer to purchase dated June 20, 2024 (the “Offer to Purchase”) and the related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”).

The table below summarizes certain information relating to the Tender Offer:

The Tender Offer will expire at 5:00 p.m., New York City time, on June 26, 2024, unless extended or terminated by us in our sole discretion (such date and time, as it may be extended with respect to the Tender Offer, the “Expiration Time”). Holders of Notes must (1) validly tender (and not validly withdraw) their Notes at or prior to the Expiration Time or (2) deliver a properly completed and duly executed Notice of Guaranteed Delivery and other required documents pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) at or prior to the Expiration Time and validly tender their Notes at or prior to the Guaranteed Delivery Expiration Time (as defined in the Offer to Purchase) in order to be eligible to receive the Purchase Price (as defined in the Offer to Purchase) plus Accrued Interest (as defined in the Offer to Purchase) for such Notes. Tendered Notes may be validly withdrawn at any time at or prior to the Withdrawal Deadline (as defined in the Offer to Purchase) but not thereafter, except in certain limited circumstances where additional withdrawal rights are required by law.  

Additionally, we will pay additional amounts such that the applicable Purchase Price and the applicable Accrued Interest received by Holders after withholding tax, if any, will be equal to the amount that would have been due had there been no withholding tax, subject to the same exceptions as are included in the indenture.

Concurrently with the commencement of the Tender Offer, we are announcing an offering (the “Financing Transaction”) of new notes (the “New Notes”) to be issued by XP in reliance on an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended. 

We expect to use part of the net proceeds from the Financing Transaction to pay the Purchase Price and Accrued Interest on the Notes validly tendered and accepted by us in the Tender Offer. XP’s obligation to purchase Notes in the Tender Offer is subject to and conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the condition that we shall have successfully consummated the Financing Transaction and shall have received net cash proceeds from the Financing Transaction in an amount sufficient (as determined by XP in its sole and absolute discretion) to fund the Purchase Price with respect to the Notes validly tendered at or prior to the Expiration Date, plus Accrued Interest, as well as any related fees and expenses relating to the Tender Offer and the Financing Transaction. No assurance can be given that the Financing Transaction will be completed successfully. This announcement and the information contained in this announcement regarding the New Notes do not constitute an offer to sell or a solicitation of an offer to buy any New Notes.  XP reserves the right, in XP’s sole discretion, to amend or terminate the Tender Offer at any time.

Neither the Offer Documents nor any related documents have been filed with, approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The information and tender agent for the Tender Offer is D.F. King & Co., Inc. To contact the information and tender agent, banks and brokers may call +1 (212) 269-5550, and others may call U.S. toll-free: +1 (814-2879 or email [email protected].

Copies of each of the Offer Documents are available at the following web address: www.dfking.com/xp.

Any questions or requests for assistance or for additional copies of this notice may be directed to the dealer managers at their respective telephone numbers set forth below or, if by any Holder, to such Holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

The dealer managers for the Tender Offer are:

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer is made only by and pursuant to the terms of the Offer Documents, and the information in this notice is qualified by reference to the Offer Documents. None of XP, the dealer managers or the information and tender agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offer.

SOURCE XP Inc.

ESTERO, Fla., June 20, 2024 — Hertz Global Holdings, Inc. (NASDAQ: HTZ) (“Hertz” or the “Company”), a leading global rental car company, today announced that its wholly-owned indirect subsidiary, The Hertz Corporation (“Hertz Corp.”), intends to offer, subject to market and other conditions, $500 million in aggregate principal amount of First Lien Senior Secured Notes due 2029 (the “First Lien Notes”) and $250 million in aggregate principal amount of Exchangeable Senior Second-Lien Secured PIK Notes due 2029 (the “Exchangeable Notes” and, together with the First Lien Notes, the “Notes”), in private offerings exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

Concurrently with the offerings of the Notes, investors affiliated with CK Amarillo LP have committed to Hertz Corp. and an investor has provided a firm commitment to an initial purchaser to purchase up to $250 million aggregate principal amount of Exchangeable Notes. In addition, Hertz Corp. has received a backstop commitment to purchase up to $500 million aggregate principal amount of First Lien Notes.

Hertz Corp. intends to use the net proceeds of the offerings to pay down a portion of its $2.0 billion committed revolving credit facility, improving liquidity. The completion of the offering of the First Lien Notes and the completion of the offering of the Exchangeable Notes are not contingent on each other.

The Exchangeable Notes will bear PIK interest payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2024. Hertz Corp. expects that the initial exchange price for the Exchangeable Notes will be at a 100% premium to the volume-weighted average price of the common stock of the Company (“Common Stock”) on the date of pricing of the Exchangeable Notes, but in no event greater than $7.00 or less than $6.00 per share of Common Stock. The interest rate and certain other terms of the Exchangeable Notes will be determined by negotiations between Hertz Corp. and the initial purchasers. The Exchangeable Notes will mature on June 15, 2029, unless repurchased, redeemed or exchanged in accordance with their terms prior to maturity. Prior to March 15, 2029, the Exchangeable Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, the Exchangeable Notes will be exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Exchangeable Notes will be exchangeable on the terms set forth in the indenture into cash, shares of Common Stock, or a combination thereof, at Hertz Corp.’s election.

Holders of the Exchangeable Notes will have the right to require Hertz Corp. to repurchase all or a portion of their Exchangeable Notes at 100% of their initial principal amount of the Exchangeable Notes to be repurchased plus PIK interest on such Exchangeable Notes for each interest payment date occurring on or prior to the repurchase date plus accrued and unpaid PIK interest to, but excluding, the date of such repurchase, upon the occurrence of certain corporate events constituting a “fundamental change” as defined in the indenture governing the Exchangeable Notes. Hertz Corp. may not redeem the Exchangeable Notes prior to June 21, 2027. On or after June 21, 2027 and on or prior to the 31st scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of Common Stock has been at least 250% of the exchange price for the Exchangeable Notes for certain specified periods, Hertz Corp. may redeem all (but not part) of the Exchangeable Notes at a cash redemption price equal to the initial principal amount of the Exchangeable Notes to be redeemed plus PIK interest on such Exchangeable Notes for each interest payment date occurring on or prior to the redemption date plus accrued and unpaid PIK interest on such Exchangeable Notes to, but not including, the redemption date.

The Notes are expected to be guaranteed by the Company, Rental Car Intermediate Holdings, LLC, Hertz Corp.’s direct parent company, and each of Hertz Corp.’s existing domestic subsidiaries and future restricted subsidiaries that guarantees indebtedness under Hertz Corp.’s first lien credit facilities or certain other indebtedness for borrowed money. The First Lien Notes and the related guarantees (other than the guarantee by the Company) are expected to be secured (subject to certain exceptions and permitted liens) on a first-lien basis by the same assets (other than certain excluded property) that secure indebtedness under Hertz Corp.’s first lien credit facilities (the “Collateral”) and are therefore expected to be effectively pari passu with indebtedness under Hertz Corp.’s first lien credit facilities. The Exchangeable Notes and the related guarantees (other than the guarantee by the Company) are expected to be secured (subject to certain exceptions and permitted liens) on a second-lien basis by the Collateral and are therefore expected to be effectively junior to the First Lien Notes and indebtedness under Hertz Corp.’s first lien credit facilities.

The Notes and the guarantees of the Notes are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and, except for the Exchangeable Notes and the related guarantees, to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes, the guarantees of the Notes and any shares of Common Stock issuable upon exchange of the Exchangeable Notes have not been and will not be 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 under the Securities Act and the securities laws of any other jurisdiction.

This press release is not an offer to sell or purchase, or a solicitation of an offer to sell or purchase, the Notes, the guarantees of the Notes or the shares of Common Stock issuable upon exchange of the Exchangeable Notes and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful.

ABOUT HERTZ

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc., operates the Hertz, Dollar and Thrifty vehicle rental brands throughout North America, Europe, the Caribbean, Latin America, Africa, the Middle East, Asia, Australia and New Zealand. The Hertz Corporation is one of the largest worldwide vehicle rental companies, and the Hertz brand is one of the most recognized globally. Additionally, The Hertz Corporation owns and operates the Firefly vehicle rental brand and Hertz 24/7 car sharing business in international markets and sells vehicles through Hertz Car Sales.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the federal securities laws. Words such as “expect,” “will” and “intend” and similar expressions identify forward-looking statements, which include but are not limited to statements related to our positioning, strategy, vision, forward looking investments, conditions in the travel industry, our financial and operational condition, our sources of liquidity, the proposed offerings, the anticipated terms of the Notes and Hertz Corp.’s expected use of proceeds from the proposed offerings. We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess, including risks and uncertainties related to completion of the offerings on the anticipated terms or at all, market conditions (including market interest rates) and the satisfaction of customary closing conditions related to the offerings, unanticipated uses of capital and those in our risk factors that we identify in the offering memorandums for these offerings and our most recent annual report on Form 10-K for the year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission on February 12, 2024, and any updates thereto in the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K. We caution you not to place undue reliance on our forward-looking statements, which speak only as of their date, and we undertake no obligation to update this information.

SOURCE Hertz Global Holdings, Inc.

The Operating Partnership intends to use the net proceeds from the offering for the repayment of outstanding indebtedness, which may include the repayment or voluntary prepayment of all or a portion of the outstanding 2014-SFR3 asset-backed securitization notes, as well as general corporate purposes, including, without limitation, property acquisitions and developments, the expansion, redevelopment and/or improvement of existing properties in the Company’s portfolio, other capital expenditures, working capital and other general purposes.

BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC are acting as joint book-running managers and representatives of the underwriters for the offering, and PNC Capital Markets LLC, Raymond James & Associates, Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and Scotia Capital (USA) Inc. are acting as book-running managers for the offering. Regions Securities LLC, U.S. Bancorp Investments, Inc., RBC Capital Markets, LLC and Samuel A. Ramirez & Company, Inc. are acting as co-managers for the offering.

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

The offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) and only by means of a prospectus and prospectus supplement.  Copies of the preliminary prospectus supplement relating to the offering and the final prospectus supplement, when available, may be obtained by visiting EDGAR on the SEC’s website at www.sec.gov or from BofA Securities, Inc., 201 North Tryon Street, NC1-022-02-25, Charlotte, NC 28255-0001, Attn: Prospectus Department, by telephone at 1-800-294-1322 or by email at [email protected]; J.P. Morgan Securities LLC, Attn: Investment Grade Syndicate Desk, 383 Madison Avenue, New York, NY 10179, or by telephone at 1-212-834-4533 (collect); Morgan Stanley & Co. LLC at 1585 Broadway, 29th Floor, New York, New York 10036, attention of Investment Banking Division, facsimile: (212) 507-8999 and Wells Fargo Securities, LLC, Attn: WFS Customer Service, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, at 800-645-3751 or email: [email protected]. 

About AMH

American Homes 4 Rent (NYSE: AMH) is a leading large-scale integrated owner, operator and developer of single-family rental homes. We’re an internally managed Maryland real estate investment trust (REIT) focused on acquiring, developing, renovating, leasing and managing homes as rental properties. Our goal is to simplify the experience of leasing a home and deliver peace of mind to households across the country. As of March 31, 2024, we owned nearly 60,000 single-family properties in the Southeast, Midwest, Southwest and Mountain West regions of the United States.

Forward-Looking Statements

This press release contains “forward-looking statements” that relate to beliefs, expectations or intentions and similar statements concerning matters that are not of historical fact and are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “intend,” “potential,” “plan,” “goal,” “outlook,” “guidance” or other words that convey the uncertainty of future events or outcomes. Examples of forward-looking statements contained in this press release include, among others, the Operating Partnership’s ability to complete the offering and the intended use of net proceeds. The Operating Partnership has based these forward-looking statements on its current expectations and assumptions about future events. While the Operating Partnership’s management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the Operating Partnership’s control and could cause actual results to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company or the Operating Partnership undertakes no obligation to update any forward-looking statements to conform to actual results or changes in their expectations, unless required by applicable law. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of the Company in general, see the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023, and in the Company’s and the Operating Partnership’s subsequent filings with the SEC.

AMH Contact:

Nicholas Fromm
Investor Relations
Phone: (855) 794-2447
Email: [email protected]  

SOURCE AMH

Interest on the Notes will be paid semi-annually on June 30 and December 30 of each year, beginning on December 30, 2024. The offering of the Notes is expected to settle on June 28, 2024, subject to customary closing conditions. The Company intends to use the net proceeds from this offering for general corporate purposes, including to fund potential future investments (including acquisitions and development and redevelopment activities) and to repay indebtedness. 

BofA Securities, Inc., J.P. Morgan, PNC Capital Markets LLC, and U.S. Bancorp Investments, Inc. acted as joint book-running managers for the Notes offering.

A registration statement relating to the Notes has been filed with the Securities and Exchange Commission (the “SEC”) and has become effective under the Securities Act of 1933, as amended (the “Securities Act”). The offering is being made by means of a prospectus supplement and prospectus. Before making an investment in the Notes, potential investors should read the prospectus supplement and the accompanying prospectus for more complete information about the Company and the offering. Potential investors may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, potential investors may obtain copies, when available, by contacting: BofA Securities, Inc. toll-free at (800) 294-1322, J.P. Morgan Securities LLC collect at (212) 834-4533, PNC Capital Markets LLC toll-free at (855) 881-0697, and U.S. Bancorp Investments, Inc. toll-free at (877) 558-2607.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Notes 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. Any offer or sale of the Notes will be made only by means of a prospectus supplement relating to the offering and the accompanying prospectus.

W. P. Carey Inc.

W. P. Carey Inc. is an internally-managed diversified REIT and a leading owner of commercial real estate, net leased to companies located primarily in the United States and Northern and Western Europe on a long-term basis. The vast majority of the Company’s revenues originate from lease revenue provided by its real estate portfolio, which is comprised primarily of single-tenant industrial, warehouse and retail facilities that are critical to its tenants’ operations and represent the large majority of the Company’s recent investments.

Forward-Looking Statements

Certain of the matters discussed in this communication constitute forward-looking statements within the meaning of the Securities Act and the Securities Exchange Act of 1934 (as amended), both as amended by the Private Securities Litigation Reform Act of 1995. The forward-looking statements include, among other things, statements regarding: expectations regarding the use of proceeds of this offering and the settlement date. Forward looking statements are generally identified by the use of words such as “may,” “will,” “should,” “would,” “will be,” “will continue,” “will likely result,” “believe,” “project,” “expect,” “anticipate,” “intend,” “estimate” “opportunities,” “possibility,” “strategy,”, “plan,” “maintain” or the negative version of these words and other comparable terms. These forward-looking statements include, but are not limited to, statements that are not historical facts.

These statements are based on the current expectations of the Company’s management, and it is important to note that the Company’s actual results could be materially different from those projected in such forward-looking statements. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties, and other factors that may materially affect the Company’s future results, performance, achievements, or transactions. Information on factors that could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the SEC on May 1, 2024, as well as in the Company’s other filings with the SEC, including but not limited to those described in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 9, 2024. Moreover, because the Company operates in a very competitive and rapidly changing environment, new risks are likely to emerge from time to time. Given these risks and uncertainties, potential investors are cautioned not to place undue reliance on these forward-looking statements as a prediction of future results, which speak only as of the date of this communication, unless noted otherwise. Except as required by federal securities laws and the rules and regulations of the SEC, the Company does not undertake to revise or update any forward-looking statements.

Institutional Investors:
Peter Sands
W. P. Carey Inc.
212-492-1110
[email protected]

Press Contact:
Anna McGrath
W. P. Carey Inc.
212-492-1166
[email protected]

SOURCE W. P. Carey Inc.

⁽¹⁾   These amounts may include Existing Bonds held by institutions and companies controlled by the Peruvian Government that have not been cancelled.

⁽²⁾   Purchase Price or Exchange Consideration per S/1,000 principal amount of the Existing Bonos Soberanos validly tendered and accepted for purchase or exchange, as applicable.

⁽³⁾   Issued by Citibank, N.A., as the depositary.

⁽⁴⁾   Each GDN represents one Bono Soberano of S/1,000 in principal amount. The Purchase Prices of Existing GDNs reflect fees associated with the cancellation of the Existing GDNs payable to Citibank, N.A., as the depositary. The Exchange Consideration for the Existing GDNs will not reflect such fees.

Peru commenced a separate offer to purchase (the “USD/Euro Tender Offers”) certain of Peru’s outstanding 7.350% U.S. Dollar-Denominated Global Bonds due 2025, 2.392% U.S. Dollar-Denominated Global Bonds due 2026, 4.125% U.S. Dollar-Denominated Global Bonds due 2027, 2.844% U.S. Dollar-Denominated Global Bonds due 2030, 2.783% U.S. Dollar-Denominated Global Bonds due 2031, 2.750% Euro-Denominated Global Bonds due 2026 and 3.750% Euro-Denominated Global Bonds due 2030, on the terms and subject to the conditions set forth in a separate offer to purchase (the “USD/Euro Tender Offer Document”). The USD/Euro Tender Offers will be subject to the terms and conditions set forth in the USD/Euro Tender Offer Document. To request offering materials relating to the USD/Euro Tender Offers, please contact the Tender, Exchange and Information Agent, whose information is listed below.

In the Cash Tender Offers, the price (the “Purchase Price”) payable per S/1,000 principal amount for each series of Existing Bonds, that are tendered by holders and accepted pursuant to the Offers is provided in the table above. In the Exchange Offers, the exchange consideration (the “Exchange Consideration”) offered for each S/1,000 principal amount of Existing Bonds is the applicable principal amount of New Bonds to be announced by Peru as soon as reasonably practicable after the pricing of the New Bonds being concurrently offered for cash, via a press release to the news media. The coupon for the New Bonds will be announced at the same time. In the Exchange Offers, Existing Bonds in the form of bonos soberanos may only be exchanged for New Bonds in the form of bonos soberanos, and Existing Bonds in the form of GDNs may only be exchanged for New Bonds in the form of GDNs.

Pursuant to the Cash Tender Offers, Existing Bonds in the form of bonos soberanos that are accepted for purchase will be paid for in Soles, and Existing Bonds in the form of GDNs that are accepted for purchase will be paid for in U.S. dollars. Holders whose Existing Bonds are validly exchanged or tendered and accepted for exchange or purchase pursuant to the Offers will also receive an amount in cash equal to any accrued and unpaid interest on their Existing Bonds, up to (but excluding) the Settlement Date.

The Purchase Price, Accrued Interest (as defined in the Exchange and Tender Offering Memorandum) and Cash Rounding Amount (as defined in the Exchange and Tender Offering Memorandum), as applicable, of the Existing Bonds tendered and accepted in the form of GDNs will be calculated by converting the applicable Soles amounts to U.S. dollars, at the average rate between the bid price (compra) and the offer price (venta) of the exchange rate published by the Superintendencia de Banca, Seguros y AFP on its website (http://www.sbs.gob.pe) at the close of business on the business day prior to the Expiration Date, as adjusted for three decimals.

THE OFFERS WILL COMMENCE AT APPROXIMATELY 8:00 A.M., NEW YORK CITY TIME, ON JUNE 18, 2024, UNLESS EXTENDED OR EARLIER TERMINATED. THE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 25, 2024 (THE “EXPIRATION DATE”).

Each offer to exchange and each tender for purchase for any series of Existing Bonds is made as a separate, independent offer. The Offers are not conditioned upon any minimum participation of any series of Existing Bonds. Peru reserves the right, in its sole and absolute discretion, not to accept some or all Existing Bonds tendered in any Exchange Offer or Cash Tender Offer in respect of one or more series of Existing Bonds, and any Offer may be subject to proration at the sole discretion of Peru. In addition, Peru reserves the right, in its sole and absolute discretion to modify in any manner, any of the terms and conditions of the Offers. Peru will determine a maximum exchange amount and a maximum purchase amount for the Exchange Offers and Cash Tender Offers, respectively, as part of this process.

Tenders and exchanges of Existing GDNs must be submitted through a direct participant in the Depository Trust Company (“DTC”). The direct participant through which such holder holds its Existing GDNs must submit their tenders and exchanges, prior to the Expiration Date to tender or exchange Existing GDNs, by properly instructing DTC through the DTC Automated Tender Offer Program (“ATOP”). Holders whose GDNs are held through Euroclear Bank S.A./N.V., as operator of the Euroclear System or Clearstream Banking, S.A. must provide instructions for the use of ATOP and observe their applicable deadlines.

Tenders and exchanges of Existing Bonos Soberanos are to be made by holders to the account of the Ministry of Economy and Finance (the “MEF”) at CAVALI S.A. ICLV (“CAVALI”) under reference code 426, all in accordance with the procedures specified in the Exchange and Tender Offering Memorandum. The MEF and Santander must be notified of such tender or exchange. Tendering and exchanging holders are responsible for arranging the delivery of their Existing Bonos Soberanos through CAVALI’s WARI platform. Please contact Santander ([email protected]) for detailed instructions on how to participate.

Tenders and exchanges of Existing Bonds through a custodian may not be submitted directly. Holders who wish to tender or exchange must contact their custodians to tender or exchange on their behalf.

Existing GDNs tendered pursuant to the Offers may only be withdrawn prior to the Withdrawal Deadline (as defined in the Exchange and Tender Offering Memorandum) in accordance with the procedures specified in the Exchange and Tender Offering Memorandum.

Peru is making the Offers only in those jurisdictions where it is legal to do so. The Offers are void in all jurisdictions where such Offers are prohibited. If materials relating to the Offers come into your possession, you are required by Peru to inform yourself of and to observe all of these restrictions.

The New Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. Accordingly, the Offers will only be directed, and copies of the offering documents will only be made available, to a holder of the Existing Bonds who has certified its status as (1) a “qualified institutional buyer” in reliance on Rule 144A under the Securities Act or (2) outside of the United States of America non-U.S persons in offshore transactions in reliance on Regulation S under the Securities Act. Terms used in this paragraph have the meanings given to them by Rule 144A and Regulation S under the Securities Act.

Only holders who have properly completed and submitted the Eligibility Certification are authorized to receive and review the Exchange and Tender Offering Memorandum. Holders may obtain the Eligibility Certification by contacting the Tender, Exchange and Information Agent per its contact details below.

The materials relating to the Offers 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.

FURTHER INFORMATION

The Tender, Exchange and Information Agent for the Offers is:

Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, NY 10006
United States of America
Attention: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free: (855) 654-2014
Email: [email protected]
https://gbsc-usa.com/eligibility/peru

The Peruvian Market Maker for the Offers is:

Banco Santander Perú S.A.
Av. Rivera Navarrete 475 Piso 14,
San Isidro, Lima, Perú
Email: [email protected]

The Issuer for the Offers is:

Ministerio de Economía y Finanzas del Perú
Jr. Junín No. 319
Lima, Perú
Email: [email protected]

DISCLAIMER
The Exchange and Tender Offering Memorandum is not for release, publication or distribution to any person located or resident in any jurisdiction where it is unlawful to distribute the Exchange and Tender Offering Memorandum. Persons into whose possession any Exchange and Tender Offering Memorandum comes are required by Peru, the Dealer Managers and the Tender, Exchange and Information Agent to inform themselves about, and to observe, any such restrictions.

This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Offers are made solely pursuant to the Exchange and Tender Offering Memorandum dated the date hereof.

This announcement is for distribution only to persons who (i) have professional experience in matters relating to investments falling within the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, (iii) are persons falling within Article 43 of the Order, (iv) are outside the United Kingdom, or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement must be read in conjunction with the Exchange and Tender Offering Memorandum. This announcement and the Exchange and Tender Offering Memorandum contain important information which should be read carefully before any decision is made with respect to any Offer. If any holder of Existing Bonds is in any doubt as to the action it should take, it is recommended that such holder seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. None of Peru, the Dealer Managers or the Tender, Exchange and Information Agent makes any recommendation as to whether holders of Existing Bonos Soberanos or Existing GDNs should tender or exchange Existing Bonos Soberanos or Existing GDNs or participate in the Offers.

This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. Peru assumes no obligation to update or correct the information contained in this announcement.

Republic of Peru Contact
Guadalupe Pizarro
+511 311 5934
[email protected]

SOURCE Republic of Peru

⁽¹⁾    These amounts may include Old Bonds held by institutions and companies controlled by the Peruvian Government that have not been cancelled.

⁽²⁾    Per €1,000 principal amount of Old Euro Bonds validly tendered and accepted for purchase.

⁽³⁾    Per U.S.$1,000 principal amount of Old USD Bonds validly tendered and accepted for purchase.

The Tender Offers will be subject to the terms and conditions set forth in the Tender Offer Document, including the pricing and closing of a new notes offering, in a principal amount and on terms and conditions acceptable to Peru.

Peru also commenced a separate offer to (i) exchange Peru’s outstanding 5.700% Bonos Soberanos due 2024, 5.700% Global Depositary Notes (“GDNs”) due 2024, 8.200% Bonos Soberanos due 2026, 8.200% GDNs due 2026, 6.350% Bonos Soberanos due 2028, 6.350% GDNs due 2028, 5.940% Bonos Soberanos due 2029 and 5.940% GDNs due 2029 (the “Existing Bonds”) for a new series of Sol-denominated sovereign bonds or bonos soberanos or (ii) purchase for cash the Existing Bonds on the terms and subject to the conditions set forth in the exchange and tender offering memorandum dated June 18, 2024 (the “Offering Memorandum”). To request offering materials relating to such offer, please contact Global Bondholder Services Corporation (the “Information Agent”), whose information is listed below.

The price payable per U.S.$1,000 principal amount for each series of Old USD Bonds, and the price payable per €1,000 principal amount for each series of Old Euro Bonds, in each case, that are tendered by holders and accepted pursuant to the Tender Offers (the “Purchase Price”) during the tender period, are provided in the table above.

Holders whose Old Bonds are validly tendered and accepted for purchase pursuant to the Tender Offers will also receive an amount in cash equal to any accrued and unpaid interest (“Accrued Interest”) on their Old Bonds up to (but excluding) the Settlement Date (as defined below).

THE TENDER OFFERS WILL COMMENCE AT OR AROUND 8:00 A.M., NEW YORK CITY TIME, ON JUNE 18, 2024, UNLESS EXTENDED OR EARLIER TERMINATED. THE TENDER OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 25, 2024 (THE “EXPIRATION DATE”).

The Tender Offers are not conditioned upon any minimum participation of any series of Old Bonds. Peru reserves the right, in its sole discretion, to prorate one or more series of Old Bonds and may subject each series of Old Bonds to different proration factors, or not to accept any, some, or all Tender Offers, or to modify the Purchase Price for any, some, or all series of Old Bonds upon the terms and conditions described in the Tender Offer Document, or to terminate all or some of the Tender Offers for any reason. The Maximum Purchase Amount as of a given time shall be the amount determined by Peru in its sole discretion prior to the Settlement Date.

Old Bonds tendered pursuant to the Tender Offers may only be withdrawn prior to the Withdrawal Date (which is June 25, 2024), but not thereafter.

Payment for Old Bonds accepted for purchase shall be made on a date promptly following the Expiration Date (the “Settlement Date”) by Peru depositing or causing the deposit of the Purchase Price and of Accrued Interest, in each case, for all accepted Old Bonds in immediately available funds with The Depositary Trust Company (“DTC”) (in the case of Old USD Bonds) or with Euroclear or Clearstream (in the case of Old EUR Bonds), which will act as agents for tendering Holders for the purpose of receiving the applicable Purchase Price, plus Accrued Interest, and transmitting such Purchase Price (and Accrued Interest) to such Holders.

Holders of Old USD Bonds must arrange for a direct participant in DTC to submit their tender offer to DTC through DTC’s Automated Tender Offer Program (“ATOP”) and follow the procedure for book-entry transfer set forth in the Tender Offer Document. DTC has confirmed that the tenders of Old USD Bonds are eligible for ATOP. Accordingly, a DTC participant whose name appears on a security position listing as the holder of the relevant Old USD Bonds must electronically tender its Old USD Bonds, causing DTC to transfer the Old USD Bonds in the participant’s account to the Information Agent’s ATOP account at DTC in accordance with DTC’s ATOP procedures for such a transfer. DTC will then send an agent’s message to the Information Agent prior to the Expiration Date.

Holders whose Old USD Bonds are held through Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) or Clearstream Banking, S.A. (“Clearstream”) must provide instructions for the use of ATOP and observe their applicable deadlines.

Holders of Old EUR Bonds must arrange for a direct participant in Euroclear or Clearstream, as the case may be, to deliver their tender offer, which includes “blocking” instructions (as defined in the Tender Offer Document), to Euroclear or Clearstream in accordance with the procedures and deadlines specified by Euroclear or Clearstream prior to the Expiration Date.

Holders whose Old Bonds are held through a custodian may not submit a tender directly and should contact that custodian to tender on their behalf.

Peru is making the Tender Offers only in those jurisdictions where it is legal to do so. The Tender Offers are void in all jurisdictions where such Tender Offers are prohibited. If materials relating to the Tender Offers come into your possession, you are required to inform yourself of and to observe all of these restrictions. The materials relating to the Tender Offers 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.

FURTHER INFORMATION

For copies of the Tender Offer Document, contact the Information Agent for the Tender Offers as follows:

Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, NY 10006
United States of America
Attention: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free: (855) 654-2014
Email: [email protected]
https://www.gbsc-usa.com/Peru

DISCLAIMER

The Tender Offer Document is not for release, publication or distribution to any person located or resident in any jurisdiction where it is unlawful to distribute the Tender Offer Document. Persons into whose possession any materials come are required by Peru, the Dealer Managers and the Information Agent to inform themselves about, and to observe, any such restrictions.

This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Tender Offers are made solely pursuant to the Tender Offer Document dated the date hereof.

This announcement is for distribution only to persons who (i) have professional experience in matters relating to investments falling within the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, (iii) are persons falling within Article 43 of the Order, (iv) are outside the United Kingdom, or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement must be read in conjunction with the applicable Tender Offer Document relating to the New Bond Offering. This announcement and the Tender Offer Document contain important information which should be read carefully before any decision is made with respect to any Tender Offer. If any holder of Old Bonds is in any doubt as to the action it should take, it is recommended that such holder seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. None of Peru, the Dealer Managers or the Information Agent makes any recommendation as to whether holders of Old Bonds should tender Old Bonds or participate in the Tender Offers.

This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. Peru assumes no obligation to update or correct the information contained in this announcement.

Republic of Peru Contact
Guadalupe Pizarro
+511 311 5934
[email protected]

SOURCE Republic of Peru

The Company’s units are expected to be listed on NASDAQ Global Market (“NASDAQ”) and trade under the ticker symbol “FSHPU” beginning Tuesday, June 18, 2024. Each unit has an offering price of $10.00 and consists of one ordinary share and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination. Once the securities comprising the units begin separate trading, the shares and rights are expected to be listed on NASDAQ under the symbols “FSHP”, and “FSHPR”, respectively.

Lucid Capital Markets, acted as the sole bookrunner for the offering. Becker & Poliakoff LLP acted as counsel to the Company and Kramer Levin Naftalis & Frankel LLP acted as counsel to the underwriter. The offering is expected to close on Thursday, June 20, 2024, subject to customary closing conditions. 

About Flag Ship Acquisition Corporation

Flag Ship Acquisition Corporation is a blank check company formed under the laws of the Cayman Islands for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

A registration statement on form S-1 relating to these securities (Sec File Number 333-261028) was declared effective by the Securities and Exchange Commission on June 17, 2024. The offering is being made only by means of a prospectus, copies of which may be obtained by contacting Lucid Capital Markets at 570 Lexington Ave, 40th Floor, New York, NY 10022 at telephone number (646)-362-0256 and at Email: [email protected]. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.

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

Forward Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including the successful consummation of the Company’s initial public offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

For further information, please contact:
Matthew Chen | Chief Executive Officer
Phone: (212) 884-2667
Email: [email protected] 

SOURCE Flag Ship Acquisition Corporation

Mahbod Nia, Chief Executive Officer of Veris Residential, said, “Following careful consideration of all relevant factors, consistent with our disciplined approach and with the best interests of our shareholders in mind, we have made the decision to withdraw our previously announced public offering of common stock. We greatly appreciate the continued trust and support of our shareholders as we seek to continue executing our three-pronged approach to value creation encompassing capital allocation and further optimization of our platform, portfolio and balance sheet.”

As a result of the withdrawal, no shares of common stock will be sold pursuant to the offering. Additionally, Veris Residential intends to terminate its pending acquisition of 55 Riverwalk Place.

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

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements relate to, without limitation, the Company’s future economic performance, plans and objectives for future operations and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “potential,” “projected,” “should,” “expect,” “anticipate,” “estimate,” “target,” “continue” or comparable terminology. Forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, the Company can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from what is expressed or forecast in this press release. Readers are cautioned not to place undue reliance on these forward-looking statements. Factors that could materially affect results of the Company include those risk factors contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and the Company’s other public filings. Copies of each filing may be obtained from the Company or the SEC. The Company assumes no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

About Veris Residential, Inc.

Veris Residential, Inc. is a forward-thinking, environmentally and socially conscious real estate investment trust (REIT) that primarily owns, operates, acquires and develops holistically inspired, Class A multifamily properties that meet the sustainability-conscious lifestyle needs of today’s residents while seeking to positively impact the communities it serves and the planet at large. As of March 31, 2024, the Company owned or had interests in 22 multifamily rental properties, as well as non-core assets comprised of four parking/retail properties, plus developable land.

Investor Contact

Amanda Lombard
Chief Financial Officer
732-590-1010
[email protected] 

Anna Malhari
Chief Operating Officer
732-590-1010
[email protected] 

SOURCE Veris Residential, Inc.

The 30-Day SEC Yield** (as of 5/31/24) for the Roundhill S&P 500^® 0DTE Covered Call Strategy ETF and the Roundhill N-100 0DTE Covered Call Strategy ETF are -0.51% and -0.36%, respectively.***

The Gross Expense Ratio for XDTE and QDTE is 0.95%.

The performance data quoted represents past performance. Past performance does not guarantee future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost. Returns less than one year are not annualized. For the most recent standardized and month-end performance, please click here: XDTE, QDTE.

The Funds currently expect, but do not guarantee, to make distributions on a weekly basis. Distributions may exceed the Funds’ income and gains for the Funds’ taxable year. Distributions in excess of the Funds’ current and accumulated earnings and profits will be treated as a return of capital.

As of the most recent distributions by the funds, the distribution composition was estimated to be 100% return of capital. Please see the 19a-1 notices for more information.

*The Distribution Per Share (%) is calculated by dividing the most recent distribution by the fund NAV as of market close on June 14, 2024.

**30-Day SEC Yield: Yield calculation that reflects the dividends and interest earned during the period after the deduction of the fund’s expenses. It is also referred to as the “standardized yield”.

About Roundhill Investments:

Founded in 2018, Roundhill Investments is an SEC-registered investment advisor focused on innovative exchange-traded funds. Roundhill’s suite of ETFs offers unique and differentiated exposures across thematic equity, options income, and trading vehicles. Roundhill offers a depth of ETF knowledge and experience, as the team has collectively launched more than 100+ ETFs including several first-to-market products. To learn more about the company, please visit roundhillinvestments.com.

This material must be preceded or accompanied by a prospectus.

Click here for the XDTE prospectus.
Click here for the QDTE prospectus. 

All investing involves risk, including the risk of loss of principal. There is no guarantee the investment strategy will be successful. The funds faces numerous risks, including options risk, liquidity risk, market risk, cost of futures investment risk, clearing broker risk, commodity regulatory risk, futures contract risk, active management risk, active market risk, clearing broker risk, credit risk, derivatives risk, legislation and litigation risk, operational risk, trading issues risk, valuation risk and non-diversification risk. For a detailed list of fund risks see the prospectus.

Covered Call Strategy Risk. A covered call strategy involves writing (selling) covered call options in return for the receipt of premiums. The seller of the option gives up the opportunity to benefit from price increases in the underlying instrument above the exercise price of the options, but continues to bear the risk of underlying instrument price declines. The premiums received from the options may not be sufficient to offset any losses sustained from underlying instrument price declines, over time. As a result, the risks associated with writing covered call options may be similar to the risks associated with writing put options. Exchanges may suspend the trading of options during periods of abnormal market volatility. Suspension of trading may mean that an option seller is unable to sell options at a time that may be desirable or advantageous to do.

Flex Options Risk. The Fund will utilize FLEX Options issued and guaranteed for settlement by the Options Clearing Corporation (OCC). In the unlikely event that the OCC becomes insolvent or is otherwise unable to meet its settlement obligations, the Fund could suffer significant losses. Additionally, FLEX Options may be less liquid than standard options. In a less liquid market for the FLEX Options, the Fund may have difficulty closing out certain FLEX Options positions at desired times and prices. The values of FLEX Options do not increase or decrease at the same rate as the reference asset and may vary due to factors other than the price of reference asset.

0DTE Options Risk.*** The Fund’s use of zero days to expiration, known as “0DTE” options, presents additional risks. Due to the short time until their expiration, 0DTE options are more sensitive to sudden price movements and market volatility than options with more time until expiration. Because of this, the timing of trades utilizing 0DTE options becomes more critical. Although the Fund intends to enter into 0DTE options trades on market open, or shortly thereafter, even a slight delay in the execution of these trades can significantly impact the outcome of the trade. Such options may also suffer from low liquidity, making it more difficult for the Fund to enter into its positions each morning at desired prices. The bid-ask spreads on 0DTE options can be wider than with traditional options, increasing the Fund’s transaction costs and negatively affecting its returns. Additionally, the proliferation of 0DTE options is relatively new and may therefore be subject to rule changes and operational frictions. To the extent that the OCC enacts new rules relating to 0DTE options that make it impractical or impossible for the Fund to utilize 0DTE options to effectuate its investment strategy, it may instead utilize options with the shortest remaining maturity available or it may utilize swap agreements to provide the desired exposure.

Roundhill Financial Inc. serves as the investment advisor. The Funds are distributed by Foreside Fund Services, LLC which is not affiliated with Roundhill Financial Inc., U.S. Bank, or any of their affiliates.

SOURCE Roundhill Investments