Tag Archives: Exchange Offer

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The ADT Corporation Initiates Exchange Offer

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By Business Wirevia The Motley Fool

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The ADT Corporation Initiates Exchange Offer

BOCA RATON, Fla.–(BUSINESS WIRE)– The ADT Corporation (NYS: ET today its offer to exchange certain of its outstanding unregistered notes for new registered notes in accordance with the terms of its registration rights agreement with existing holders of those notes.

Under the exchange offer, ADT is offering to exchange (the “Exchange Offer“) up to $2,500,000,000 aggregate principal amount of its outstanding (i) $750,000,000 2.250% Notes due 2017, (ii) $1,000,000,000 3.500% Notes due 2022 and (iii) $750,000,000 4.875% Notes due 2042 (collectively, the “Exchange Notes“) for a like principal amount of its new (i) $750,000,000 2.250% Notes due 2017, (ii) $1,000,000,000 3.500% Notes due 2022 and (iii) $750,000,000 4.875% Notes due 2042.

The Exchange Offer will expire at 5 pm ET on April 29, 2013, unless extended (such date and time, as they may be extended, the “Expiration Date“). The settlement date for the Exchange Offer will occur promptly following the Expiration Date. The Exchange Offer is made only pursuant to ADT‘s prospectus dated April 1, 2013, which has been filed with the Securities and Exchange Commission. ADT has not authorized any person to provide information other than as set forth in the prospectus.

Additional Information

Copies of the prospectus and transmittal materials governing the Exchange Offer can be obtained from the exchange agent, Wells Fargo Bank, N.A., by faxing a request to (612) 667-6282 (for Eligible Institutions only); by writing via registered and certified mail to Wells Fargo Bank, N.A. Corporate Trust Operations, MAC N9303-121, P.O. Box 1517, Minneapolis, MN 55480; by writing via regular mail or courier to Wells Fargo Bank, N.A. Corporate Trust Operations, MAC N9303-121, 6th St. & Marquette Avenue, Minneapolis, MN 55479; or by writing in person by hand only to Wells Fargo Bank, N.A. Corporate Trust Services, Northstar East Building – 12th Floor, 608 Second Avenue South, Minneapolis, MN 55402.

This press release is for informational purposes only and is neither an offer to exchange, nor a solicitation of an offer to sell, the Exchange Notes. The Exchange Offer is made solely pursuant to the prospectus dated April 1, 2013, including any supplements thereto. The Exchange Offer is not being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

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Source: FULL ARTICLE at DailyFinance

Business, Finance, Occupation & Industry

First BanCorp. Announces Extension of the Expiration Date and Increase in the Exchange Value for Pre

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By Business Wirevia The Motley Fool

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First BanCorp. Announces Extension of the Expiration Date and Increase in the Exchange Value for Preferred Stock Accepted in the Exchange Offer

SAN JUAN, Puerto Rico–(BUSINESS WIRE)– First BanCorp. (the “Corporation”) (NYS: FBP) , the bank holding company for FirstBank Puerto Rico (“FirstBank” or “the Bank”), announced today that it has extended the expiration date for its offer to issue shares of its common stock, par value $0.10 per share (“Common Stock“), in exchange (the “Exchange Offer“) for any and all of the issued and outstanding shares of Non-Cumulative Perpetual Monthly Income Preferred Stock, Series A through E (collectively, “Preferred Stock“) until midnight on Tuesday, April 9, 2013, unless the Corporation further extends the Exchange Offer or terminates it prior to such date. Proxies related to the consent on the amendments to the certificates of designation for the Preferred Stock will be accepted until the new expiration date.

The Corporation has fixed the Exchange Ratio for the issuance of shares of Common Stock in exchange for shares of Preferred Stock at 3.57 shares of Common Stock for each share of each series of Preferred Stock (the “Exchange Ratio“) validly tendered and not withdrawn that are accepted by the Corporation pursuant to the terms of the Exchange Offer. The Exchange Ratio is based on an increased Exchange Value of $22 per share of Preferred Stock divided by $6.1593, which was the average Volume Weighted Average Price of a share of Common Stock during the five trading-day period that ended on Thursday, March 21, 2013. The Exchange Value will change based upon the price of the Common Stock. As stated in the press release issued by the Corporation on March 22, 2013, the original Exchange Value was $20 and the original Exchange Ratio was 3.24 shares of Common Stock for each share of Preferred Stock.

As of midnight, New York City time, on March 25, 2013, 61,076 shares of Series A Preferred Stock, 31,187 shares of Series B Preferred Stock, 33,516 shares of Series C Preferred Stock, 35,886 shares of Series D Preferred Stock, and 109,137 shares of Series E Preferred Stock have been validly tendered and not withdrawn.

Except as otherwise stated in this release, all of the terms and conditions of the Exchange Offer, as set forth in the Corporation’s Prospectus dated February 14, 2013, which was filed with the U.S. Securities and Exchange Commission (the “SEC“) on February 15, 2013, and the related letter of transmittal, are unchanged.

Sandler O’Neill + Partners, L.P. is acting as the sole dealer manager, …read more
Source: FULL ARTICLE at DailyFinance

Business, Finance, Occupation & Industry

First BanCorp Announces Recalculation of Relevant Price and Exchange Ratios for Preferred Stock Exch

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By Business Wirevia The Motley Fool

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First BanCorp Announces Recalculation of Relevant Price and Exchange Ratios for Preferred Stock Exchange Offer

SAN JUAN, Puerto Rico–(BUSINESS WIRE)– First BanCorp. (the “Corporation”) (NYS: FBP) , the bank holding company for FirstBank Puerto Rico (“FirstBank” or “the Bank”), announced today that it has recalculated the Relevant Price and Exchange Ratios in connection with its offer to issue (the “Exchange Offer“) up to 10,087,488 shares of its common stock, par value $0.10 per share (“Common Stock“), in exchange for any and all of the issued and outstanding shares of Non-Cumulative Perpetual Monthly Income Preferred Stock, Series A through E (collectively, “Preferred Stock“). The Corporation was required to recalculate the Relevant Price and Exchange Ratios because it extended the expiration date for the Exchange Offer by five business days from March 18 to March 25, 2013.

In accordance with the terms of the Exchange Offer, as set forth in the Corporation’s Prospectus dated February 14, 2013, which was filed with the U.S. Securities and Exchange Commission (the “SEC“) on February 15, 2013, and the related letter of transmittal, the Corporation has determined the Relevant Price as $6.16 and the Exchange Ratios for the Preferred Stock as provided in the table below.

The expiration date for the Exchange Offer is midnight, New York City time, on Monday, March 25, 2013 (the “Expiration Date”), unless the Corporation extends the Exchange Offer.

For each share of Preferred Stock accepted in accordance with the terms of the Exchange Offer, the Corporation will issue a number of shares of its Common Stock equal to the “Exchange Ratio,” which is the exchange value set forth in the table below (the “Exchange Value“) divided by the Relevant Price of $6.16. The closing sale price for a share of the Corporation’s Common Stock on the New York Stock Exchange on March 21, 2013 was $6.19, which is greater than the Relevant Price. Depending on the trading price of the Corporation’s Common Stock on the settlement date for the Exchange Offer, which is expected to be March 28, 2013, unless the Corporation extends the Exchange Offer, the market value of the Common Stock that the Corporation issues in exchange for the tendered Preferred Stock may be less than, equal to, or greater than the applicable Exchange Value.

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Source: FULL ARTICLE at DailyFinance

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First BanCorp. Announces Extension of the Expiration Date of Preferred Stock Exchange Offer

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By Business Wirevia The Motley Fool

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First BanCorp. Announces Extension of the Expiration Date of Preferred Stock Exchange Offer

SAN JUAN, Puerto Rico–(BUSINESS WIRE)– First BanCorp. (the “Corporation”) (NYS: FBP) , the bank holding company for FirstBank Puerto Rico (“FirstBank” or “the Bank”), announced today that it has extended the expiration date for its offer to issue up to 10,087,488 shares of its common stock, par value $0.10 per share (“Common Stock“), in exchange (the “Exchange Offer“) for any and all of the issued and outstanding shares of Non-Cumulative Perpetual Monthly Income Preferred Stock, Series A through E (collectively, “Preferred Stock“) until midnight on Monday, March 25, 2013, unless the Corporation further extends the Exchange Offer or terminates it prior to such date.

This extension will require a recalculation of the Relevant Price and Exchange Ratios for the Exchange Offer. In accordance with the terms of the Exchange Offer, the Relevant Price will be based on the average Volume Weighted Average Price of a share of Common Stock during the five trading-day period ending on the second business day immediately preceding the March 25, 2013 expiration date. Thus, by 9:00 a.m. on Friday, March 22, 2013, the Corporation will announce the Relevant Price and Exchange Ratios in connection with the Exchange Offer.

As of 5:00 p.m., New York City time, on March 18, 2013, 68,076 shares of Series A Preferred Stock, 30,887 shares of Series B Preferred Stock, 45,275 shares of Series C Preferred Stock, 42,543 shares of Series D Preferred Stock, and 116,947 shares of Series E Preferred Stock have been validly tendered and not withdrawn.

Except as otherwise stated in this release, all of the terms and conditions of the Exchange Offer, as set forth in the Corporation’s Prospectus dated February 14, 2013, which was filed with the U.S. Securities and Exchange Commission (the “SEC“) on February 15, 2013, and the related letter of transmittal, are unchanged.

Sandler O’Neill + Partners, L.P. is acting as the sole dealer manager, Computershare is acting as exchange agent, and Georgeson Inc. is acting as information agent for the Exchange Offer. For further details, please contact Sandler O’Neill + Partners, L.P. at 866-805-4128 (toll-free) or 212-466-7807 (collect), or Georgeson Inc. at 866-856-6388 (toll-free) or 212-440-9800 (collect).

This press release is neither an offer to exchange nor a solicitation of an offer to sell or purchase Common Stock or Preferred Stock. The Exchange Offer is only being made pursuant …read more
Source: FULL ARTICLE at DailyFinance

Business, Finance, Occupation & Industry

First BanCorp Announces Relevant Price and Exchange Ratios for Preferred Stock Exchange Offer

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By Business Wirevia The Motley Fool

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First BanCorp Announces Relevant Price and Exchange Ratios for Preferred Stock Exchange Offer

SAN JUAN, Puerto Rico–(BUSINESS WIRE)– First BanCorp. (the “Corporation”) (NYS: FBP) , the bank holding company for FirstBank Puerto Rico (“FirstBank” or “the Bank”), announced today that it has determined the Relevant Price and Exchange Ratios in connection with its offer to issue (the “Exchange Offer“) up to 10,087,488 shares of its common stock, par value $0.10 per share (“Common Stock“), in exchange for any and all of the issued and outstanding shares of Non-Cumulative Perpetual Monthly Income Preferred Stock, Series A through E (collectively, “Preferred Stock“).

In accordance with the terms of the Exchange Offer, as set forth in the Corporation’s Prospectus dated February 14, 2013, which was filed with the U.S. Securities and Exchange Commission (the “SEC“) on February 15, 2013, and the related letter of transmittal, the Corporation has determined the Relevant Price as $6.11 and the Exchange Ratios for the Preferred Stock as provided in the table below.

The expiration date for the Exchange Offer is 5:00 p.m., New York City time, on Monday, March 18, 2013 (the “Expiration Date”), unless the Corporation extends the Exchange Offer.

For each share of Preferred Stock accepted in accordance with the terms of the Exchange Offer, the Corporation will issue a number of shares of its Common Stock equal to the “Exchange Ratio,” which is the exchange value set forth in the table below (the “Exchange Value“) divided by the Relevant Price of $6.11. The closing sale price for a share of the Corporation’s Common Stock on the New York Stock Exchange on March 14, 2013 was $6.14, which is greater than the Relevant Price. Depending on the trading price of the Corporation’s Common Stock on the settlement date for the Exchange Offer, which is expected to be March 21, 2013, unless the Corporation extends the Exchange Offer, the market value of the Common Stock that the Corporation issues in exchange for the tendered Preferred Stock may be less than, equal to, or greater than the applicable Exchange Value.

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Source: FULL ARTICLE at DailyFinance