News Article | May 20, 2017
SAINT HELIER, Jersey--(BUSINESS WIRE)--The SoftBank Vision Fund (the “Fund”) today announced its first major close with over U.S.$93 billion of committed capital. In addition to SoftBank Group Corp (“SBG”) and the Public Investment Fund of the Kingdom of Saudi Arabia (“PIF”) as previously announced, investors in the Fund also include the Mubadala Investment Company of the United Arab Emirates (“Mubadala”), Apple Inc. (“Apple”), Foxconn Technology Group (“Foxconn”), Qualcomm Incorporated (“Qualcomm”) and Sharp Corporation ("Sharp"). The Fund is targeting a total of U.S.$100 billion of committed capital, with a final close within six months. SBG created the SoftBank Vision Fund as a result of its strongly held belief that the next stage of the Information Revolution is underway, and building the businesses that will make this possible will require unprecedented large scale long-term investment. Additionally, the Fund’s portfolio companies are expected to significantly benefit from SBG's global scale and operational expertise, as well as its ecosystem of group portfolio companies (including Sprint and Yahoo Japan); this will thereby help them to accelerate their own growth profile. The Fund will be SBG’s primary vehicle to realise its SoftBank 2.0 vision, with preferred access to investments of U.S. $100 million or more that meet the Fund's investment strategy. “Technology has the potential to address the biggest challenges and risks facing humanity today. The businesses working to solve these problems will require patient long-term capital and visionary strategic investment partners with the resources to nurture their success. SoftBank has long made bold investments in transformative technologies and supported disruptive entrepreneurs. The SoftBank Vision Fund is consistent with this strategy and will help build and grow businesses creating the foundational platforms of the next stage of the Information Revolution.” H.E. Yasir Al Rumayyan, Managing Director of the Public Investment Fund of the Kingdom of Saudi Arabia, added: “Our investment in the SoftBank Vision Fund alongside other sovereign and corporate investors is an important part of our overall investment strategy. We are building a portfolio that is diversified across sectors, asset classes and geographies, and expect the Vision Fund to act as a platform to access a range of exciting, emerging opportunities in the technology sector. We expect that this will, in turn, help enable the Public Investment Fund’s role in supporting the Kingdom of Saudi Arabia’s Vision 2030 strategy to develop a diversified, knowledge-based economy.” “Our participation in the SoftBank Vision Fund perfectly complements Mubadala’s strategy as a long-term global investor and partner to the technology sector’s high-growth companies. Technology and innovation are central to the UAE’s economic diversification strategy, and we believe the Vision Fund has the scale to deploy significant capital into these disruptive industries that are shaping the future.” The Fund will target meaningful, long-term investments in companies and foundational platform businesses that seek to enable the next age of innovation. The Fund will seek to acquire minority and majority interests in both private and public companies, from emerging technology businesses to established, multi-billion dollar companies requiring substantial growth funding. The Fund is expected to be active across a wide range of technology sectors, including but not limited to: IoT, artificial intelligence, robotics, mobile applications and computing, communications infrastructure and telecoms, computational biology and other data-driven business models, cloud technologies and software, consumer internet businesses and financial technology. The Fund will have the right to acquire certain investments already acquired (or agreed to be acquired) by the SoftBank Group, including 24.99% of its holding in ARM, and investments in Guardant Health, Intelsat, NVIDIA, OneWeb and SoFi. The Fund will be advised by wholly-owned subsidiaries of SBG, known collectively as “SB Investment Advisers”. Rajeev Misra will serve as the CEO of SB Investment Advisers and will be a member of the Investment Committee. He will play a key role in all Fund transactions, supported by a highly-experienced global team across offices in London, San Carlos, and Tokyo. Nizar Al-Bassam and Dalinc Ariburnu of newly formed Centricus, who advised on structuring and fund raising efforts for the Vision Fund, will continue their roles as advisers. This statement is issued by SVF GP (Jersey) Limited, as general partner of SoftBank Vision Fund L.P. Linklaters LLP acted as fund counsel and provided tax support. Kirkland & Ellis LLP acted as US regulatory counsel to the Fund, and Carey Olsen as Jersey fund counsel. Mori Hamada & Matsumoto and Maples & Calder provided additional legal and regulatory support. PwC provided tax, operational build and programme delivery support. Aztec Group will provide ongoing administration services. Goldman Sachs International acted as financial advisor. Milltown Partners provided strategic communications support. THE INFORMATION CONTAINED HEREIN (THE “INFORMATION”) IS SUBJECT TO THE FOLLOWING DISCLAIMERS, NOTES AND QUALIFICATIONS. No Offer. The distribution to you of the Information is made for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy limited partnership interests in SoftBank Vision Fund L.P. (together with, as the context may require, any parallel fund, feeder fund, co-investment vehicle or alternative investment vehicle, the “Fund”). The Information is not intended to be relied upon as the basis for an investment decision, and is not, and should not be assumed to be, complete. The contents of the Information are not to be construed as legal, business or tax advice, and each prospective investor in the Fund should consult its own attorney, business advisor and tax advisor as to legal, business and tax advice. Forward-Looking Information. To the extent presented herein, any projections or other estimates included in the Information, including estimates of returns or performance, are forward-looking statements and are based upon certain assumptions. Other events which were not taken into account may occur and may significantly affect the actual returns or performance of the Fund and/or any of the companies in which the Fund, SoftBank Group Corp. (together with its subsidiaries, “SoftBank”) or any of their applicable affiliates have invested or may invest. Any assumptions should not be construed to be indicative of the actual events which will occur. Actual events are difficult to project and depend upon factors that are beyond the control of the Fund, SoftBank, the manager of the Fund (the “Manager”), the general partner of the Fund (the “General Partner”) and their respective affiliates, members, partners, stockholders, other beneficial owners, managers, directors, officers, employees, representatives, advisers or agents. Certain assumptions have been made to simplify the presentation and, accordingly, actual results may differ, perhaps materially, from those presented herein. There can be no assurance that any specific investment referenced herein will be profitable, that the Fund will achieve results comparable to those presented or that investors in the Fund will not lose any or all of their invested capital. No Reliance. None of SoftBank, the Fund, the Manager, the General Partner or any of their applicable affiliates makes any representations or warranties, express or implied, as to the accuracy or completeness of the Information. SoftBank, the Fund, the Manager, the General Partner and their applicable affiliates will not be liable with respect to use or reliance upon any of the Information in the evaluation of a potential investment in the Fund or otherwise with the Manager, the General Partner, SoftBank of any of their applicable affiliates. The Information speaks as of the date hereof, or where applicable as of the date indicated herein, and none of SoftBank, the Manager, the General Partner, the Fund or their respective affiliates, members, partners, stockholders, managers, directors, officers, employees or agents have any obligation to update any of the Information. Certain Estimates. To the extent presented herein, any projections or estimates regarding the number, size or type of investments that the Fund may make (or other similar information) are estimates based only on the Manager’s intent as of the date of such statements and are subject to change due to market conditions and/or other factors. Date and Accuracy of Information. The Information contained herein speaks as of the date hereof or as of the specific date(s) noted herein, as applicable. The Fund, the Manager, the General Partner, SoftBank and their respective affiliates, members, partners, stockholders, other beneficial owners, managers, directors, officers, employees, representatives, advisers and agents do not have any obligation to update any of the Information. . None of the Fund, the Manager, the General Partner, SoftBank or any of their applicable affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein, and nothing contained herein should be relied upon as a promise or representation as to past or future performance of the Fund, any investment or any other entity. The Fund, the Manager, the General Partner, SoftBank or any of their applicable subsidiaries or affiliates, and its and their respective members, partners, stockholders, other beneficial owners, managers, directors, officers, employees, representatives, agents and advisors advisers cannot be held liable for the use of, and reliance upon, such materials and information and any opinions, estimates, forecasts and findings contained herein. Suitability. None of SoftBank, the Fund, the Manager, the General Partner or any of their applicable affiliate represents that the Information is all-inclusive or that the Information contains all information that may be desirable, necessary or required to properly evaluate a potential investment with SoftBank, the Fund, the Manager, the General Partner and/or their applicable affiliates. Any investment or investment activity to which this Information relates is available only to (i) persons falling within any of the categories of “investment professionals” as defined in Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, as amended (the “CIS Order”) and Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “FPO”); (ii) persons falling within any of the categories of “high-net-worth entities” as described in Article 22(2) of the CIS Order and Article 49(2) of the FPO; or (iii) any other person to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Exempt Persons”) on an invitation basis and will be engaged in only with such Exempt Persons. Furthermore, procedures are in place to assess the status of investment participants. Accordingly, persons who are not Exempt Persons (in particular, persons who would be classified as “retail clients” under the FCA rules) must not rely on this Information. In the case of persons outside the United Kingdom, investments or investment services referred to in the Information are only available on an invitation basis and are subject to procedures to assess status and suitability. For the avoidance of doubt, investments or investment services referred to in the Information are not available to private or retail customers. SoftBank and/or the Manager do not and will not act for you. In particular, SoftBank and/or the Manager do not and will not advise you or provide any other investment services to you and will not be responsible for providing you with any protections. No employee of, or other person associated with, SoftBank and/or the Manager has the authority to represent otherwise.
News Article | July 25, 2016
FORT WORTH, Texas, July 25, 2016 (GLOBE NEWSWIRE) -- Atlas Resource Partners, L.P. (OTCQX:ARPJ) (the “Partnership”) today announced that the Partnership has entered into a Restructuring Support Agreement (“RSA”) with 100% of its Revolving Credit Facility lenders, 100% of its Second Lien lenders and approximately 80% of its Senior Noteholders. The agreement (the “Restructuring Plan”), if completed, will immediately reduce the Partnership’s debt by approximately $900 million and interest expense by $80 million per year. The debt reduction is accomplished through the conversion of the $668 million of the Partnership’s outstanding senior notes into 90% of the common equity of the restructured company upon consummation of the Restructuring Plan and from the proceeds of the sale of the Partnership’s natural gas and oil hedge positions to make repayments under its existing Revolving Credit Facility. Under the RSA, the cash interest expense payable on the Second Lien Term Loan will be immediately reduced to 2% upon the commencement of the restructuring proceedings as described more fully below. The Second Lien Term Loan holders will also receive 10% of the common equity of the emerged company. In consideration of its agreement to provide administrative management, operating and other services following the restructuring, a subsidiary of Atlas Energy Group, LLC, the general partner of the Partnership, will receive a 2% economic interest in the restructured company. The Partnership expects to operate its oil and gas properties in the ordinary course during the restructuring process. All suppliers, vendors, employees, royalty owners, trade partners and landlords will be paid in full under normal terms for goods and services provided prior to, during, and subsequent to the consummation of the Restructuring Plan. The Partnership’s existing trade contracts and terms will also be maintained prior to, during and subsequent to the process. The table below summarizes the treatment of the parties under the Restructuring Plan outlined in the RSA. Under the terms of the RSA, the Partnership’s existing common and preferred unitholders will not be entitled to any of the equity of the restructured company, and all existing common and preferred units will be cancelled. The Partnership expects to emerge from the execution of the Restructuring Plan as Titan Energy, LLC, which will be classified as a corporation for U. S. federal income tax purposes, and will be publicly traded on an exchange or quoted on an over-the counter market. Titan Energy will be led by Ed Cohen, Executive Chairman; Jonathan Cohen, Executive Vice Chairman; Daniel Herz, Chief Executive Officer; Mark Schumacher, President; and Jeffrey Slotterback, Chief Financial Officer. The Partnership plans to commence the solicitation of votes for the Restructuring Plan from the lenders of the Revolving Credit Facility, the lenders of the Second Lien Term Loan, and the holders of the Senior Notes (including, in each case, those that are obligated to support the Restructuring Plan under the RSA) later today. To commence the implementation of the Restructuring Plan, the Partnership expects to file a pre-packaged Chapter 11 bankruptcy filing on or about July 27, 2016. The proposed Restructuring Plan is subject to court approval, so there can be no assurance that the reorganization will proceed or the Restructuring Plan will be consummated on the terms set forth above and the final terms of any restructuring transaction could be materially different. The information in this press release is not intended to be, and should not in any way be construed as, a solicitation of votes on the Restructuring Plan, an offer to sell or the solicitation of an offer to buy any securities, nor should the information contained herein be relied on for any purpose with respect to the Restructuring Plan. Holders of claims against the Partnership or its subsidiaries should refer to the disclosure statement, which will be available upon commencement of the solicitation. There can be no assurances that the Restructuring Plan will be approved or confirmed pursuant to the bankruptcy code. Perella Weinberg Partners LP is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom, LLP and Paul Hastings LLP are acting as legal counsel to the Partnership in connection with the Restructuring Plan. Opportune LLP is acting as financial advisor and Linklaters LLP is acting as legal counsel to the Revolving Credit Facility agent. PJT Partners is acting as financial advisor and Latham & Watkins LLP is acting as legal counsel to the Second Lien Term Loan lenders. Centerview Partners LLC is acting as financial advisor and Akin Gump Strauss Hauer & Feld LLP is acting as legal counsel to an ad hoc group of Senior Noteholders. Certain statements contained in this press release are, and other written and oral statements made by the Partnership’s representatives may be, 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. These forward-looking statements are based upon information presently available to the Partnership and assumptions that it believes to be reasonable. Risks, assumptions and uncertainties that could cause actual results to materially differ from the forward-looking statements include, but are not limited to, risks and uncertainties associated with bankruptcy proceedings, including the ability to consummate the Restructuring Plan on the time frame contemplated therein; the potential adverse effects of bankruptcy proceedings on the Partnership’s liquidity or results of operations; the ability to operate the business during the bankruptcy proceedings; the effects of a bankruptcy filing on the Partnership’s business and the interests of various creditors, equity holders and other constituents; the length of time the Partnership will operate under the bankruptcy code; risks associated with third party motions in the bankruptcy cases, which may interfere with the Partnership’s ability to develop and consummate the Restructuring Plan; those associated with general economic and business conditions; changes in commodity prices and hedge positions; changes in the costs and results of drilling operations; uncertainties about estimates of reserves and resource potential; the impact of the Partnership’s securities being quoted on the OTCX rather than listed on the New York Stock Exchange; inability to obtain capital needed for operations; changes in government environmental policies and other environmental risks; the availability of drilling equipment and the timing of production; tax consequences of business transactions; and other risks, assumptions and uncertainties detailed from time to time in the Partnership’s reports filed with the SEC, including Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Annual Reports on Form 10-K. Investors are cautioned that all such statements involve risks and uncertainties. Forward-looking statements speak only as of the date hereof, and the Partnership assumes no obligation to update such statements, except as may be required by applicable law.
News Article | August 26, 2016
FORT WORTH, Texas, Aug. 26, 2016 (GLOBE NEWSWIRE) -- Atlas Resource Partners, L.P. (OTC:ARPJQ) (the “Partnership”) today announced that the Partnership has received court approval of its prepackaged restructuring (the "Prepackaged Plan") under an order dated August 26, 2016. Accordingly, the Partnership is expected to emerge as Titan Energy, LLC on September 1, 2016, pursuant to the Prepackaged Plan. "Today's confirmation was a favorable step on our path to restructuring and we look forward to beginning a new chapter as Titan Energy, LLC," said Daniel Herz, Chief Executive Officer. "The Senior Management team and I want to thank our employees, suppliers, royalty owners, trade partners, and other supportive stakeholders for their continued support, which has allowed the Partnership to continue to operate in the ordinary course of business through this process." In the consent solicitation process, which was concluded on August 23, 2016, the Prepackaged Plan was approved by 100% of the lenders in the Partnership's Revolving Credit Facility, 100% of the lenders in the Partnership's Second Lien Credit Facility, and holders of the Partnership's Senior Notes representing 99% of the value of the Senior Notes (96% of the number of holders). Perella Weinberg Partners LP is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom, LLP and Paul Hastings LLP are acting as legal counsel to the Partnership in connection with the Restructuring Plan. Opportune LLP is acting as financial advisor and Linklaters LLP is acting as legal counsel to the Revolving Credit Facility agent. PJT Partners is acting as financial advisor and Latham & Watkins LLP is acting as legal counsel to the Second Lien Term Loan lenders. Centerview Partners LLC is acting as financial advisor and Akin Gump Strauss Hauer & Feld LLP is acting as legal counsel to an ad hoc group of Senior Noteholders. Certain statements contained in this press release and other written and oral statements made by the Partnership’s representatives may be, 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. These forward-looking statements are based upon information presently available to the Partnership and assumptions that it believes to be reasonable. Risks, assumptions and uncertainties that could cause actual results to materially differ from the forward-looking statements include, but are not limited to, risks and uncertainties associated with bankruptcy proceedings, including the ability to consummate the Plan on the time frame contemplated therein; the potential adverse effects of Chapter 11 proceedings on the Partnership’s liquidity or results of operations; the ability to operate the business following the Chapter 11 proceedings; the effects of the bankruptcy filing on the Partnership’s business and the interests of various creditors, equity holders and other constituents; the length of time the Partnership will operate under Chapter 11; those associated with general economic and business conditions; changes in commodity prices and hedge positions; changes in the costs and results of drilling operations; uncertainties about estimates of reserves and resource potential; the impact of the Partnership’s securities not being listed; inability to obtain capital needed for operations; changes in government environmental policies and other environmental risks; the availability of drilling equipment and the timing of production; tax consequences of business transactions; and other risks, assumptions and uncertainties detailed from time to time in the Partnership’s reports filed with the SEC, including Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Annual Reports on Form 10-K. Investors are cautioned that all such statements involve risks and uncertainties. Forward-looking statements speak only as of the date hereof, and the Partnership assumes no obligation to update such statements, except as may be required by applicable law.
News Article | December 20, 2016
MUNICH & DANBURY, Conn.--(BUSINESS WIRE)--Linde AG (Xetra:LIN) and Praxair, Inc. (NYSE:PX) today announced that the companies intend to combine in a merger of equals under a new holding company through an all-stock transaction. The companies have signed a non-binding term sheet and expect to execute a definitive Business Combination Agreement as soon as practicable. Based on 2015 reported results, the combination would create a company with pro forma revenues of approximately $30 billion (EUR 28 billion), prior to any divestitures, and a current market value in excess of $65 billion (EUR 61 billion). The proposed merger would bring together two leading companies in the global industrial gas industry, leveraging the proven strengths of each. The transaction would unite Linde’s long-held leadership in technology with Praxair’s efficient operating model, creating a global leader. The combined company would enjoy strong positions in all key geographies and end markets and create a more diverse and balanced global portfolio. Additionally, it would enable the development and delivery of more innovative products and services to customers. “The strategic combination between Linde and Praxair would leverage the complementary strengths of each across a larger global footprint and create a more resilient portfolio with increased exposure to long-term macro growth trends," said Steve Angel, Praxair’s Chairman and CEO. “We consider this to be a true strategic merger, as it brings together the capabilities, talented people and best-in-class processes of both companies, creating a unique and compelling opportunity for all of our stakeholders.“ “Under the Linde brand, we want to combine our companies’ business and technology capabilities and form a global industrial gas leader. Beyond the strategic fit, the compelling, value-creating combination would achieve a robust balance sheet and cash flow and generate financial flexibility to invest in our future,” said Professor Dr. Aldo Belloni, CEO of Linde. Value Creation from the Combination The merged company would create significant value for shareholders through the realization of approximately $1 billion (EUR 0.9 billion) in annual synergies, driven by scale benefits, cost savings and efficiency improvements. The combined company would be governed by a single Board of Directors with equal representation from Linde and Praxair. Linde’s Supervisory Board Chairman, Professor Dr. Wolfgang Reitzle, would become Chairman of the new company’s Board. Praxair’s Chairman and CEO, Steve Angel, would become CEO and a member of the Board of Directors. The combined company would adopt the globally-recognized Linde name and be listed on both the New York Stock Exchange (NYSE) and the Frankfurt Stock Exchange (Prime Standard segment). The new company will seek inclusion in the S&P 500 and DAX indices. The new holding company would be formed and domiciled in a neutral member state of the European Economic Area (“EEA”), with the CEO based in Danbury, Connecticut USA. Corporate functions would be appropriately split between Danbury, Connecticut and Munich, Germany to help achieve efficiencies for the combined company. Under the proposed terms of the transaction, Linde shareholders would receive 1.540 shares in the new holding company for each Linde share exchanged in the German offer, and Praxair shareholders would receive one share in the new holding company for each Praxair share. As a result, current Linde and Praxair shareholders would each own approximately 50% of the combined company, assuming a 100% share exchange in the German offer. The parties expect to complete their internal approvals and execute the definitive Business Combination Agreement in the coming months. Execution of a definitive Business Combination Agreement remains subject to confirmatory due diligence, further negotiations and Board approvals of both Linde and Praxair. There is no assurance that a binding definitive agreement will be reached between the parties, and the consummation of any binding transaction will be subject to shareholder and regulatory approvals and other customary closing conditions. Linde and Praxair are confident that any required regulatory approvals, including any required divestitures, could be obtained in a timely manner following the execution of a definitive Business Combination Agreement. Perella Weinberg Partners and Morgan Stanley are acting as financial advisors and Hengeler Mueller, Cravath, Swaine & Moore LLP and Linklaters LLP (regulatory) are serving as legal counsel to Linde. Credit Suisse is acting as exclusive financial advisor and Sullivan & Cromwell LLP is serving as legal counsel to Praxair. In the 2015 financial year, The Linde Group generated revenue of EUR 18 billion, making it one of the leading gases and engineering companies in the world, with approximately 65,000 employees working in more than 100 countries worldwide. The strategy of The Linde Group is geared towards long-term profitable growth and focuses on the expansion of its international business with forward-looking products and services. Linde acts responsibly towards its shareholders, business partners, employees, society and the environment in every one of its business areas, regions and locations across the globe. The company is committed to technologies and products that unite the goals of customer value and sustainable development. Praxair, Inc., a Fortune 300 company with 2015 sales of $11 billion, is a leading industrial gas company in North and South America and one of the largest worldwide. The company produces, sells and distributes atmospheric, process and specialty gases, and high-performance surface coatings. Praxair products, services and technologies are making our planet more productive by bringing efficiency and environmental benefits to a wide variety of industries, including aerospace, chemicals, food and beverage, electronics, energy, healthcare, manufacturing, primary metals and many others. More information about Praxair, Inc. is available at www.praxair.com. Additional Information and Where to Find It Should Praxair, Inc. (“Praxair”) and Linde AG (“Linde”) proceed with the proposed business combination transaction, Praxair and Linde expect that a newly formed holding company (“New Holdco”) will file a Registration Statement on Form S-4 or Form F-4 with the U.S. Securities and Exchange Commission (“SEC”) that will include (1) a proxy statement of Praxair that will also constitute a prospectus for New Holdco and (2) an offering prospectus of New Holdco to be used in connection with New Holdco’s offer to acquire Linde shares held by U.S. holders. When available, Praxair will mail the proxy statement/prospectus to its stockholders in connection with the vote to approve the merger of Praxair and a wholly-owned subsidiary of New Holdco, and New Holdco will distribute the offering prospectus to Linde shareholders in the United States in connection with New Holdco’s offer to acquire all of the outstanding shares of Linde. Should Praxair and Linde proceed with the proposed business combination transaction, Praxair and Linde also expect that New Holdco will file an offer document with the German Federal Financial Supervisory Authority (Bundesanstalt fuer Finanzdienstleistungsaufsicht) (“BaFin”). There can be no assurance that a binding definitive agreement will be reached between Praxair and Linde, and the consummation of any binding transaction will be subject to regulatory approvals and other customary closing conditions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND THE OFFER DOCUMENT REGARDING THE PROPOSED BUSINESS COMBINATION TRANSACTION AND PROPOSED OFFER IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the proxy statement/prospectus (if and when it becomes available) and other related documents filed by Praxair, Linde and New Holdco with the SEC on the SEC’s Web site at www.sec.gov. The proxy statement/prospectus (if and when it becomes available) and other documents relating thereto may also be obtained for free by accessing Praxair’s Web site at www.praxair.com. Following approval by the BaFin, the offer document will be made available at BaFin’s Web site at www.bafin.de. The offer document (if and when it becomes available) and other documents relating thereto may also be obtained for free by accessing Linde’s Web site at www.linde.com. This document is neither an offer to purchase nor a solicitation of an offer to sell shares of New Holdco, Praxair or Linde. The final terms and further provisions regarding the public offer will be disclosed in the offer document after the publication has been approved by the BaFin and in documents that will be filed with the SEC. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted. The information contained herein should not be considered as a recommendation that any person should subscribe for or purchase any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended, and applicable European and German regulations. The distribution of this document may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No offering of securities will be made directly or indirectly, in or into any jurisdiction where to do so would be inconsistent with the laws of such jurisdiction. Praxair, Linde, New Holdco and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Praxair’s stockholders in respect of the proposed business combination. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of Praxair in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus if and when it is filed with the SEC. Information regarding the directors and executive officers of Praxair is contained in Praxair’s Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated March 18, 2016, which are filed with the SEC and can be obtained free of charge from the sources indicated above. This communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on our beliefs and assumptions on the basis of factors currently known to us. These forward-looking statements are identified by terms and phrases such as: anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast, and similar expressions. These forward-looking statements include, but are not limited to, statements regarding benefits of the proposed business combination, integration plans and expected synergies, and anticipated future growth, financial and operating performance and results. Forward-looking statements involve risks and uncertainties that may cause actual results to be materially different from the results predicted or expected. No assurance can be given that these forward-looking statements will prove accurate and correct, or that projected or anticipated future results will be achieved. Factors that could cause actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to: the expected timing and likelihood of the entry into, or the completion of the contemplated business combination, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the contemplated business combination that could reduce anticipated benefits or cause the parties not to enter into, or to abandon the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed business combination agreement; the ability to successfully complete the proposed business combination and the exchange offer; regulatory or other limitations imposed as a result of the proposed business combination; the success of the business following the proposed business combination; the ability to successfully integrate the Praxair and Linde businesses; the possibility that Praxair stockholders may not approve the proposed business combination agreement or that the requisite number of Linde shares may not be tendered in the public offer; the risk that the parties may not be able to satisfy the conditions to closing of the proposed business combination in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed business combination; the risk that the announcement or consummation of the proposed business combination could have adverse effects on the market price of Linde’s or Praxair’s common stock or the ability of Linde and Praxair to retain customers, retain or hire key personnel, maintain relationships with their respective suppliers and customers, and on their operating results and businesses generally; the risk that New Holdco may be unable to achieve expected synergies or that it may take longer or be more costly than expected to achieve those synergies; state, provincial, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, have an effect on rate structure, and affect the speed at and degree to which competition enters the industrial gas, engineering and healthcare industries; outcomes of litigation and regulatory investigations, proceedings or inquiries; the timing and extent of changes in commodity prices, interest rates and foreign currency exchange rates; general economic conditions, including the risk of a prolonged economic slowdown or decline, or the risk of delay in a recovery, which can affect the long-term demand for industrial gas, engineering and healthcare and related services; potential effects arising from terrorist attacks and any consequential or other hostilities; changes in environmental, safety and other laws and regulations; the development of alternative energy resources; results and costs of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings and general market and economic conditions; increases in the cost of goods and services required to complete capital projects; the effects of accounting pronouncements issued periodically by accounting standard-setting bodies; conditions of the debt and capital markets; market acceptance of and continued demand for Linde’s and Praxair’s products and services; changes in tax laws, regulations or interpretations that could increase Praxair’s, Linde’s or New Holdco’s consolidated tax liabilities; and such other factors as are set forth in Linde’s annual and interim financial reports made publicly available and Praxair’s and New Holdco’s public filings made with the SEC from time to time, including but not limited to those described under the headings “Risk Factors” and “Forward-Looking Statements” in Praxair’s Form 10-K for the fiscal year ended December 31, 2015, which are available via the SEC’s website at www.sec.gov. The foregoing list of risk factors is not exhaustive. These risks, as well as other risks associated with the contemplated business combination, will be more fully discussed in the proxy statement/prospectus and the offering prospectus that will be included in the Registration Statement on Form S-4 or Form F-4 that will be filed with the SEC and in an offering document and/or any prospectuses or supplements to be filed with BaFin in connection with the contemplated business combination. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than Linde, Praxair or New Holdco has described. All such factors are difficult to predict and beyond our control. All forward-looking statements included in this document are based upon information available to Linde, Praxair and New Holdco on the date hereof, and each of Linde, Praxair and New Holdco disclaims and does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
News Article | November 11, 2016
The International Women's Insolvency and Restructuring Confederation (IWIRC), the premier international, networking and professional growth organization for women in the restructuring and insolvency industry, has named Carlyn R. Taylor as its 2016 Woman of the Year in Restructuring (WOYR) award winner. As Global Co-Leader of the Corporate Finance & Restructuring segment of FTI Consulting, Ms. Taylor co-leads a group of 850 professionals in 41 offices and 14 countries. She is also the firm's Industry Initiative Leader and CEO of FTI Capital Advisors. Carlyn Taylor's career in restructuring spans more than 25 years and hundreds of clients, many of whom are household names. The depth and breadth of her experience is vast. She has led over 140 restructuring engagements, advising both debtors and creditors from major financial institutions and funds. Highly regarded by her clients and colleagues, Ms. Taylor operates with the utmost professionalism, drive, and integrity. She is passionate about her work and inspires everyone that works with her. Ms. Taylor has built a seasoned team of restructuring professionals committed to client service and teamwork. "Carlyn's unparalleled financial advisory and expert witness skills, comprehensive substantive knowledge, and ability to find creative solutions make her an invaluable partner in achieving the best results for the most sophisticated clients. But what makes her unique is her unflappable nature, extraordinary energy, and ability to build consensus in the most contentious situations," said Margot Schonholtz of Linklaters LLP. "No one is more deserving of this award than Carlyn." Ms. Taylor is co-founder of the FTI Consulting Women's Initiative (FTI WIN), which offers career training, professional development, mentorship, networking and community outreach opportunities across the globe to empower female professionals to reach their highest potential in their careers and develop best-in-class leadership capabilities. “I am incredibly humbled and honored to be awarded this fantastic achievement and to be regarded in the company of outstanding women leaders in the restructuring industry,” said Taylor. IWIRC will present the WOYR award to Ms. Taylor on Friday, December 2, 2016, at the American Bankruptcy Institute's Winter Leadership Conference in Rancho Palos Verdes, California. Now in its 10th year, the WOYR award was conceived to honor women in the restructuring and insolvency industry who have inspired and skillfully led a restructuring team, provided creative solutions and innovative legal applications, showed exceptional leadership, and have made extraordinary contributions to the insolvency and restructuring professions.
News Article | December 7, 2016
FRAMINGHAM, Mass. & NEW YORK--(BUSINESS WIRE)--Staples, Inc. (NASDAQ:SPLS) and Cerberus Capital Management, L.P. (Cerberus) announced today that Staples and Cerberus have entered into an agreement in relation to the sale of a controlling interest in Staples’ European operations to a Cerberus affiliate. Staples’ European business consists of retail, contract, and online businesses in 16 countries generating aggregate annual sales of approximately €1.7 billion. Staples is retaining a 15 percent equity interest in the business and will be represented on its board of directors following the closing of the transaction. In accordance with applicable law, Staples will now consult relevant European works councils. Subject to these consultations and satisfaction of other conditions, the parties anticipate closing the transaction during the first quarter of Staples’ fiscal 2017 year. “One of our top strategic priorities has been to narrow our geographic focus on North America, and this is an important step toward simplifying our operations and better positioning Staples for sustainable long-term growth,” said Shira Goodman, Chief Executive Officer and President, Staples, Inc. “We believe that working with Cerberus will help enable the future success of the Staples Europe business, benefiting our associates and customers in the region.” “We intend to instill a keen sense of urgency, focus, and commitment throughout the entire Staples Europe organization, enhance the company’s competitive position across its markets and channels, and return the business to growth by capitalizing on its many assets, including its well-recognized brands, strong customer relationships, dedicated sales force, advanced distribution and IT infrastructure, comprehensive pan-European footprint, and talented management and associates,” said Steven F. Mayer, Co-Head of Global Private Equity and Senior Managing Director of Cerberus. “Our strategy is to invest in a variety of initiatives designed to strengthen Staples Europe’s position as the leading provider of solutions to small, mid-sized, and large businesses in Europe, including sales force expansion, further diversification of products and services beyond office supplies, and next-generation technologies. Our unrelenting focus throughout the organization will be on satisfying our customers and on operational execution.” Upon closing of the transaction, the Staples Europe business will be separated into a privately-held company controlled by an affiliate of Cerberus. The new company will enter into a licensing agreement with Staples for the use of certain Staples intellectual property, including its brand, a global accounts agreement, and transition services agreement governing a variety of services for defined periods. The company will operate under the Staples banner name and other sub-brands in European markets, and its associates will continue to be employees of Staples Europe, which will maintain its headquarters in Amsterdam. Olof Persson, an executive with Cerberus’ operations team and the former President and CEO of Volvo Group, will be appointed executive chairman of the new company. The agreement with Cerberus follows Staples’ recent announcement of the sale of its UK retail business to Hilco Capital Limited, which also aligned with Staples’ new strategic direction of right-sizing its international business. Barclays is acting as exclusive financial advisor to Staples. Clifford Chance LLP is acting as legal advisor to Staples. Kirkland & Ellis LLP and Linklaters LLP are acting as legal advisors to Cerberus. Staples helps small business customers make more happen by providing a broad assortment of products, expanded business services and easy ways to shop – in stores, online via mobile or through social apps. Staples Business Advantage, the business-to-business division, caters to mid-market, commercial and enterprise-sized customers by offering a one-source solution for the products and services they need, combined with best-in-class customer service, competitive pricing and a state-of-the-art ecommerce site. Headquartered outside of Boston, Staples, Inc. operates throughout North and South America, Europe, Asia, Australia and New Zealand. More information about Staples (NASDAQ: SPLS) is available at www.staples.com. Established in 1992, Cerberus Capital Management, L.P. is one of the world’s leading private investment firms. Cerberus has more than US $30 billion under management invested in four primary strategies: operational private equity, both control and non-control; distressed securities and assets; commercial mid-market lending; and real estate-related investments. From its headquarters in New York City and network of affiliate and advisory offices in the U.S., Europe and Asia, Cerberus has the on-the-ground presence to invest in multiple sectors, through multiple investment strategies, in countries around the world.
News Article | December 19, 2016
SINGAPORE & LONDON--(BUSINESS WIRE)--Senjō Group (“Senjō”), a global payments operator and FinTech investment firm, has entered into an agreement with GVC Holdings PLC to acquire its payments processing business Kalixa Group (“Kalixa”) for a total consideration of €29.0 million payable in cash on completion, subject to a completion accounts adjustment. The total consideration is capped at €35.5 million. Completion of the transaction (“Completion”) is subject to a number of domestic and international regulatory approvals but is expected to close during the first quarter of 2017. Kalixa is one of the leading providers of payment services in the world and enables consumers, small business and merchants to make and accept payments. The Company processes transactions worth €11 billion annually for more than 800 merchants and supports 100 of the world’s most popular payment methods. In addition to acquiring and gateway capabilities, Kalixa has innovative wallet and issuing technologies and operations. It has offices in London and Vienna. Kalixa generated revenue in the financial year ended 31 December 2015 of €22.7 million. Senjō is a privately-held global payments investment company specialising in providing innovative and disruptive solutions in global electronic payments, trade finance and e-commerce. It was established by a team of experienced payments and corporate finance experts bringing together a portfolio of companies with a presence in over 32 countries. Gavin Lock, Chief Operation Officer, Senjō, noted: “The acquisition of Kalixa fits well within Senjō Group’s strategy of building out a global payments ecosystem. We believe Kalixa will be complementary to our existing portfolio of payments businesses around the world and will create a combined group that leverages the best of both companies. This transaction will provide Senjō with a significant bridgehead in Europe supported by a strong Kalixa management team. In return Senjō Group will provide Kalixa with access to a network in Asia and the benefits of being a part of a global specialist payments operator. We look forward to working with the Kalixa team.” Kalixa will continue to process payments for GVC and its customers post-Completion. Daniel Stewart & Company Plc, Linklaters LLP and BTG Financial Consulting are Senjō Group’s advisers for the transaction. Senjō Group is a leading privately-held investment company, specialising in providing innovative and disruptive solutions in global electronic payments, trade finance and e-commerce. Established by experienced payments and corporate finance experts, it is redefining investment in financial technology by combining financial capability with operational experience. Overseen by an international advisory board, Senjō’s strategy is to build a world class portfolio of high-growth, cutting-edge companies that profit from the convergence of technology and global payments. Senjō’s proposition is further strengthened by an emphasis on intra-group collaboration and innovation. Headquartered in Singapore, Senjō has a network of regional offices in Japan, Indonesia, Malaysia, Myanmar, Thailand, Luxembourg and the UK, and operations in most major markets across Asia, Europe and North America. To learn more about Senjō Group please visit: www.senjogroup.com Kalixa payments group provides merchants of all sizes with omni-channel payments from one supplier. It delivers value to customers by reducing costs, eliminating complexity, boosting operational efficiencies, creating new revenue streams and delivering a seamless, intelligent and frictionless payments experience across multiple channels. Kalixa’s core products are Kalixa Accept, which allows merchants to accept more than 100 payment methods and the PXP Payment Gateway with customers including Abercombie & Fitch, Urban Outfitters, Intercontinental Hotel Group and GVC. Kalixa payments group has an addressable market of more than 100 countries worldwide. It has over 150 employees internationally and offices in London, Vienna and New York.
Erkal N.,University of Melbourne |
Piccinin D.,Linklaters LLP
International Journal of Industrial Organization | Year: 2010
This paper analyzes the effects of cooperative R&D arrangements in a model with stochastic R&D and output spillovers. Our main innovation is to allow for free entry in both the R&D race and product market. Moreover, in contrast with the literature, we assume that cooperative R&D arrangements do not have to include all the firms in the industry. We show that sharing of research outcomes is a necessary condition for the profitability of cooperative R&D arrangements with free entry. The profitability of RJV cartels depends on their size. Subsidies may be desirable in cases of larger RJVs since they are the ones which are less likely to be profitable. © 2009 Elsevier B.V. All rights reserved.
Cumbley R.,Linklaters LLP
Computer Law and Security Review | Year: 2010
British Gas is currently seeking to recover around £220 m from Accenture in respect of Accenture's design and build of a new billing system. Two judgments on preliminary issues in the litigation were handed down in November 2009. This article provides the background to the dispute and then examines three areas considered in the judgments which are of general interest to practitioners. First, the article considers the issue of breach and the extent to which aggregation of breaches and a forward looking approach to their consequence may assist in determining their materiality. Secondly, the article considers the nature of notices of breach given under IT contracts. Finally, the article looks at issues of allocation of certain categories of loss to the two different limbs of Hadley v Baxendale, and as a result their potential recoverability. © 2010 Linklaters LLP.
Cumbley R.,Linklaters LLP |
Church P.,Linklaters LLP
Computer Law and Security Review | Year: 2013
We now live in a world of Big Data, massive repositories of structured, unstructured or semi-structured data. This is seen as a valuable resource for organisations, given the potential to analyse and exploit that data to turn it into useful information. However, the cost and risk of continuing to hold that data can also make it a burden for many organisations. There are also a number of fetters to the exploitation of Big Data. The most significant is data privacy, which cuts across the whole of the Big Data lifecycle: collection, combination, analysis and use. This article considers the current framework for the regulation of Big Data, the Article 29 Working Party's opinion on Big Data and the proposed new General Data Protection Regulation. In particular, the article considers if current and proposed regulation strikes the right balance between the risks and benefits of Big Data. © 2013 Linklaters LLP.