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  • Microgrid Control Lab to serve as a hands-on facility that simulates a modern grid control room
  • Innovative research space to help America’s future engineers learning about critical issues and opportunities facing energy companies to ensure grid stability and reliability

ORLANDO, Fla.--(BUSINESS WIRE)--#energytransition--Today, Florida Power & Light Company (FPL) and GE Digital celebrated the opening of the new cutting-edge Microgrid Control Lab at the University of Central Florida (UCF). The lab will serve as a state-of-the-art research facility and control room for engineering faculty and students. FPL and GE Digital are co-sponsoring the lab at UCF, which will feature control center equipment and software that students will use to simulate and test real-life grid control operations, including finding ways to optimize and keep the grid of the future secure.



“The Microgrid Control Lab provides unprecedented access to a modern grid control center that enables some of the brightest young minds in the country to collaborate, learn and help reimagine the energy grid of tomorrow,” said Jim Walsh, General Manager of GE Digital’s Grid Software business. “As renewable energy sources, like solar, continue to expand and evolve, the technology behind the grid has to keep up. It is critical that electrical and computer engineering talent have real-life experiences with the hardware and software than underpins the modern grid helping utilities securely deliver reliable clean energy.”

At today’s lab opening ceremony, leaders from the three organizations participated in a panel discussion focused on the engineering roles available to recent graduates in the energy sector and discussed opportunities for full-time employment. FPL and GE Digital together have approximately 400 UCF alumni in their workforces.

GE Digital also today announced a new internship program that invests in the development of its team and future grid engineering leaders. The program will offer UCF students an intensive experience in the utilities and power sectors and help students develop analytical and software development skills using emerging technologies like artificial intelligence and machine learning.

Currently, more than 1,400 undergraduate and graduate students at UCF are studying electrical or computer engineering - disciplines that support energy systems and electricity grids. Another 500-plus UCF students have indicated they plan to pursue an electrical or computer engineering major once prerequisite coursework is completed.

UCF’s College of Engineering and Computer Science offers a power and renewable energy track as part of its undergraduate programs. In addition, a graduate certificate is offered in sustainable and resilient energy systems. Through a faculty collaboration called RISES - Resilient, Intelligent and Sustainable Energy Systems - UCF researchers across multiple disciplines are working to develop sustainable and resilient energy systems and storage.

“This new facility is exactly the kind of strategic partnership that makes UCF a premiere choice for students with future-focused career goals. GE Digital and FPL have been both philanthropic investors and design collaborators in this lab, ensuring our students in this field will be industry-ready on day one of their careers,” UCF President Alexander Cartwright said. “It’s a win-win. Our students get a leading education in a lab environment, and both companies open up a pipeline of incredible talent for their workforce.”

The lab at UCF is designed to simulate the control center of a microgrid, a type of self-sufficient energy system that incorporates solar or other renewable energy sources and battery storage to power a small-scale area, independent of a large-scale grid.

“We are excited to bring this innovative research space to UCF engineering students,” said Ed De Varona, FPL’s Vice President of Transmission & Substation. “The lab is a terrific training ground for rising engineers to work directly with the latest technologies and help refine and innovate the way energy is transmitted and distributed across the grid now and in the future.”

The lab aims at safe, reliable, efficient and secure operation of large-scale distribution networks with extremely high penetration of renewables, a growing area in the energy industry. Through collaborating with industry and utility partners, UCF continues to offer students real-world opportunities as they prepare to go into careers that are shaping the future.

About the University of Central Florida

The University of Central Florida is a public research university in Orlando. Founded in 1963, UCF and its 13 colleges offer more than 220 degrees from the university’s main campus, downtown campus, hospitality campus, health sciences campus, online and through multiple regional locations. UCF is an academic, partnership and research leader in optics and lasers, modeling and simulation, engineering and computer science, and video game design. According to U.S. News & World Report, UCF ranks among the nation’s 20 most innovative universities.

About Florida Power & Light Company

Florida Power & Light Company is the largest vertically integrated rate-regulated electric utility energy company in the U.S. as measured by retail electricity produced and sold. The company serves more than 5.6 million customer accounts supporting more than 11 million residents across Florida with clean, reliable and affordable electricity. FPL operates one of the cleanest power generation fleets in the U.S and in 2020 won the ReliabilityOne® National Reliability Excellence Award for the fifth time in the last six years. The company was recognized in 2020 as one of the most trusted U.S. electric utilities by Escalent for the seventh consecutive year. FPL is a subsidiary of Juno Beach, Florida-based NextEra Energy, Inc. (NYSE: NEE), a clean energy company widely recognized for its efforts in sustainability, corporate responsibility, ethics and compliance, and diversity. NextEra Energy is ranked No. 1 in the electric and gas utilities industry in Fortune’s 2021 list of “World’s Most Admired Companies,” and recognized on Fortune’s 2021 list of companies that “Change the World.” NextEra Energy is also the parent company of NextEra Energy Resources, LLC, which, together with its affiliated entities, is the world’s largest generator of renewable energy from the wind and sun and a world leader in battery storage. For more information about NextEra Energy companies, visit these websites: www.NextEraEnergy.com, www.FPL.com, and www.NextEraEnergyResources.com.

About GE Digital

GE Digital transforms how our customers solve their toughest challenges by putting industrial data to work. Our mission is to bring simplicity, speed, and scale to digital transformation activities, with industrial software that delivers breakthrough business outcomes. GE Digital’s product portfolio – including grid optimization and analytics, asset and operations performance management, and manufacturing operations and automation – helps industrial companies in the utility, power generation, oil & gas, aviation, and manufacturing sectors change the way industry works. For more information, visit www.ge.com/digital.


Contacts

Media:
Rachael Van Reen
GE Digital
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Michael Mazur
Florida Power & Light Company
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561-694-4442

Heather Smith Lovett
University of Central Florida
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407-823-3428

ATHENS, Greece--(BUSINESS WIRE)--Danaos Corporation (“Danaos”) (NYSE: DAC), one of the world’s largest independent owners of containerships, today reported unaudited results for the period ended September 30, 2021.

Highlights for the Third Quarter and Nine Months Ended September 30, 2021:

  • Adjusted net income1 of $109.5 million, or $5.32 per share, for the three months ended September 30, 2021 compared to $47.3 million, or $1.91 per share, for the three months ended September 30, 2020, an increase of 131.5%. Adjusted net income1 of $236.4 million, or $11.49 per share, for the nine months ended September 30, 2021 compared to $123.1 million, or $4.97 per share, for the nine months ended September 30, 2020, an increase of 92.0%.
  • Operating revenues of $195.9 million for the three months ended September 30, 2021 compared to $118.9 million for the three months ended September 30, 2020, an increase of 64.8%. Operating revenues of $474.5 million for the nine months ended September 30, 2021 compared to $342.0 million for the nine months ended September 30, 2020, an increase of 38.7%.
  • Adjusted EBITDA1 of $149.6 million for the three months ended September 30, 2021 compared to $83.3 million for the three months ended September 30, 2020, an increase of 79.6%. Adjusted EBITDA1 of $349.6 million for the nine months ended September 30, 2021 compared to $235.3 million for the nine months ended September 30, 2020, an increase of 48.6%.
  • Total contracted operating revenues were $2.1 billion as of September 30, 2021 with charters extending through 2028 and remaining average contracted charter duration of 3.3 years, weighted by aggregate contracted charter hire.
  • Charter coverage of 100% for the remainder of 2021 and 90% for 2022 in terms of contracted operating days.
  • Danaos has declared a dividend of $0.50 per share of common stock for the third quarter of 2021, which is payable on December 2, 2021 to stockholders of record as of November 19, 2021.

Three and Nine Months Ended September 30, 2021

Financial Summary - Unaudited

(Expressed in thousands of United States dollars, except per share amounts)

 

 

Three months
ended

 

Three months
ended

 

Nine months
ended

 

Nine months
ended

September 30,

September 30,

September 30,

September 30,

 

2021

 

2020

 

2021

 

2020

 

 

 

 

 

 

 

Operating revenues

$195,915

 

$118,932

 

$474,467

 

$341,952

Net income

$217,227

 

$42,786

 

$886,844

 

$110,371

Adjusted net income1

$109,547

 

$47,303

 

$236,418

 

$123,078

Earnings per share, diluted

$10.55

 

$1.73

 

$43.11

 

$4.45

Adjusted earnings per share, diluted1

$5.32

 

$1.91

 

$11.49

 

$4.97

Diluted weighted average number of shares (in thousands)

20,598

 

24,789

 

20,571

 

24,789

Adjusted EBITDA1

$149,621

 

$83,331

 

$349,639

 

$235,322

1 Adjusted net income, adjusted earnings per share and adjusted EBITDA are non-GAAP measures. Refer to the reconciliation of net income to adjusted net income and net income to adjusted EBITDA.

Danaos’ CEO Dr. John Coustas commented:

"We are certain that everyone is aware of the well-documented disruptions to the global supply chain that continue unabated. This situation, despite its negative effect in world growth, had extremely positive effects in our market which continues from strength to strength. Despite efforts by all participants to alleviate the disruptions to the global supply chain, there are no signs that conditions are improving. The main contributing factors are an increase in demand, lack of available vessels to satisfy such demand and low levels of productivity in the ports and other land-based infrastructure.

Additionally, as new vessel deliveries in 2022 are actually expected to be lower than in 2021, we do not expect any respite at least from the vessel supply front in the near term. In 2023, increased deliveries are forecasted, although there will be an offsetting effect from new environmental regulations that will likely tighten the effective supply of vessels due to the anticipated reductions in speed. Overall, we do not expect a dramatic difference, provided demand remains healthy.

During the third quarter, we consummated the acquisition of Gemini and acquired six modern 5,500 TEU vessels, all with existing cash resources. On the back of these moves we have achieved record EBITDA and Net Income. We have also expanded our charter coverage and now have in excess of $2 billion of charter backlog. Our share ownership in ZIM - although adjusted as per our usual practice - will also contribute around half a billion dollars to our earnings for 2021 which is outstanding. Our liquidity in terms of cash and marketable securities is still close to half a billion and we are closely monitoring our options and strategy for next year to deliver even better results for the Company and our shareholders.

In the meantime, liner companies are announcing record results which is extremely positive for Danaos as the strong credit quality of our customers continues to improve. The continued strong performance of Danaos is ensured by existing charters with an average charter duration of 3.3 years and new charters that lock in current rates for several years. We expect strong market conditions to persist in the near term, which will support a strong re-chartering environment into next year and should ensure our stellar performance for the next 3 years."

Three months ended September 30, 2021 compared to the three months ended September 30, 2020

During the three months ended September 30, 2021, Danaos had an average of 65.7 containerships compared to 58.0 containerships during the three months ended September 30, 2020. Our fleet utilization for the three months ended September 30, 2021 was 97.7% compared to 98.7% for the three months ended September 30, 2020.

Our adjusted net income amounted to $109.5 million, or $5.32 per share, for the three months ended September 30, 2021 compared to $47.3 million, or $1.91 per share, for the three months ended September 30, 2020. We have adjusted our net income in the three months ended September 30, 2021 for a $64.1 million gain on our acquisition of the remaining interest in Gemini Shipholdings Corporation (“Gemini”), the change in fair value of our investment in ZIM Integrated Shipping Services Ltd. (“ZIM”) of $47.2 million and a non-cash fees amortization and accrued finance fees charge of $3.6 million. Please refer to the Adjusted Net Income reconciliation table, which appears later in this earnings release.

The increase of $62.2 million in adjusted net income for the three months ended September 30, 2021 compared to the three months ended September 30, 2020 is attributable mainly to a $77.0 million increase in operating revenues and collection of a $12.3 million dividend from ZIM, which were partially offset by a $17.3 million increase in total operating expenses, a $8.3 million increase in net finance expenses, and a $1.5 million decrease in our equity investment in Gemini following our acquisition and full consolidation by us since July 1, 2021.

On a non-adjusted basis, our net income amounted to $217.2 million, or $10.55 earnings per diluted share, for the three months ended September 30, 2021 compared to net income of $42.8 million, or $1.73 earnings per diluted share, for the three months ended September 30, 2020. Our net income for the three months ended September 30, 2021 includes a $64.1 million non-cash gain on our acquisition of Gemini and a total gain on our investment in ZIM of $59.5 million.

Operating Revenues
Operating revenues increased by 64.8%, or $77.0 million, to $195.9 million in the three months ended September 30, 2021 from $118.9 million in the three months ended September 30, 2020.

Operating revenues for the three months ended September 30, 2021 reflect:

  • a $30.6 million increase in revenues in the three months ended September 30, 2021 compared to the three months ended September 30, 2020 mainly as a result of higher charter rates;
  • a $15.6 million increase in revenues in the three months ended September 30, 2021 compared to the three months ended September 30, 2020 due to the incremental revenue generated by newly acquired vessels;
  • a $21.5 million increase in revenue in the three months ended September 30, 2021 compared to the three months ended September 30, 2020 due to higher non-cash revenue recognition in accordance with US GAAP; and
  • a $9.3 million increase in revenues in the three months ended September 30, 2021 compared to the three months ended September 30, 2020 due to amortization of assumed time charters.

Vessel Operating Expenses
Vessel operating expenses increased by $7.0 million to $34.7 million in the three months ended September 30, 2021 from $27.7 million in the three months ended September 30, 2020, primarily as a result of the increase in the average number of vessels in our fleet and an increase in the average daily operating cost for vessels on time charter to $5,918 per vessel per day for the three months ended September 30, 2021 compared to $5,467 per vessel per day for the three months ended September 30, 2020. Management believes that our daily operating cost remains among the most competitive in the industry.

Depreciation & Amortization
Depreciation & Amortization includes Depreciation and Amortization of Deferred Dry-docking and Special Survey Costs.

Depreciation
Depreciation expense increased by 20.2%, or $5.2 million, to $31.0 million in the three months ended September 30, 2021 from $25.8 million in the three months ended September 30, 2020 mainly due to our recent acquisition of fifteen vessels and installation of scrubbers on nine of our vessels in the year ended December 31, 2020.

Amortization of Deferred Dry-docking and Special Survey Costs
Amortization of deferred dry-docking and special survey costs decreased by $0.6 million to $2.6 million in the three months ended September 30, 2021 from $3.2 million in the three months ended September 30, 2020.

General and Administrative Expenses
General and administrative expenses increased by $1.3 million to $7.3 million in the three months ended September 30, 2021, from $6.0 million in the three months ended September 30, 2020. The increase was mainly attributable to increased management fees due to the increased size of our fleet and other corporate administrative expenses.

Other Operating Expenses
Other Operating Expenses include Voyage Expenses.

Voyage Expenses
Voyage expenses increased by $4.5 million to $8.1 million in the three months ended September 30, 2021 from $3.6 million in the three months ended September 30, 2020 primarily as a result of the increase in commissions due to the increase in revenue per vessel and the increase in the average number of vessels in our fleet.

Interest Expense and Interest Income
Interest expense increased by 52.1%, or $6.2 million, to $18.1 million in the three months ended September 30, 2021 from $11.9 million in the three months ended September 30, 2020. The increase in interest expense is a combined result of:

  • a $6.3 million reduction in the recognition through our income statement of accumulated accrued interest that had been accrued in 2018 in relation to two of our credit facilities that were refinanced on April 12, 2021. As a result of the refinancing, the recognition of such accumulated interest has decreased;
  • a $0.7 million increase in interest expense due to an increase in our debt service cost by approximately 0.4%, which was partially offset by a decrease in our average indebtedness by $80.5 million between the two periods (average indebtedness of $1,438.0 million in the three months ended September 30, 2021, compared to average indebtedness of $1,518.5 million in the three months ended September 30, 2020); and
  • a $0.8 million decrease in the amortization of deferred finance costs and debt discount related to our debt.

Net proceeds from the issuance of our $300 million Senior Notes in February 2021 together with the net proceeds from a new $815 million senior secured credit facility and a new $135 million leaseback arrangement, each of which was drawn down on April 12, 2021, were used to refinance a substantial majority of our then outstanding indebtedness.

As of September 30, 2021, our outstanding debt, gross of deferred finance costs, was $1,165.5 million, which includes $300 million aggregate principal amount of our Senior Notes, and our leaseback obligation was $242.9 million. These balances compare to debt of $1,376.2 million and a leaseback obligation of $129.4 million as of September 30, 2020.

Interest income decreased by $1.5 million to $0.2 million in the three months ended September 30, 2021 compared to $1.7 million in the three months ended September 30, 2020 mainly as a result of collection of accrued interest on ZIM and HMM bonds, which were redeemed by the issuers thereof in the first half of 2021.

Gain on investments
The gain on investments of $59.5 million in the three months ended September 30, 2021 consists of the change in fair value of our shareholding interest in ZIM of $47.2 million and net dividends received on ZIM ordinary shares of $12.3 million. ZIM completed its initial public offering and listing on the New York Stock Exchange of its ordinary shares on January 27, 2021. In June 2021, we sold 2,000,000 ordinary shares of ZIM resulting in net proceeds of $76.4 million. Our remaining shareholding interest of 8,186,950 ordinary shares has been fair valued at $415.1 million as of September 30, 2021, based on the closing price of ZIM’s ordinary shares on the NYSE on that date. Subsequently, in October 2021, we sold 1,000,000 of these ZIM ordinary shares, resulting in net proceeds to us of $44.3 million.

Equity income on investments
Equity income on investments increased by $62.6 million to $64.1 million in the three months ended September 30, 2021 compared to $1.5 million in the three months ended September 30, 2020 mainly due to the non-cash gain of $64.1 million recognized upon our acquisition of the remaining 51% equity interest in Gemini on July 1, 2021.

Other finance expenses
Other finance expenses, net decreased by $0.2 million to $0.1 million in the three months ended September 30, 2021 compared to $0.3 million in the three months ended September 30, 2020 due to the decreased finance costs on the refinanced debt.

Loss on derivatives
Amortization of deferred realized losses on interest rate swaps remained stable at $0.9 million in each of the three months ended September 30, 2021 and September 30, 2020.

Other income, net
Other income, net was $0.3 million in the three months ended September 30, 2021 compared to $0.1 million in the three months ended September 30, 2020.

Adjusted EBITDA
Adjusted EBITDA increased by 79.6%, or $66.3 million, to $149.6 million in the three months ended September 30, 2021 from $83.3 million in the three months ended September 30, 2020. As outlined above, the increase is mainly attributable to a $67.7 million increase in operating revenues (net of $9.3 million amortization of assumed time charters) and a collection of $12.3 million dividend from ZIM, which were partially offset by a $12.2 million increase in total operating expenses and a $1.5 million decrease in equity investment in Gemini following our acquisition and full consolidation since July 1, 2021. Adjusted EBITDA for the three months ended September 30, 2021 is adjusted for the gain on Gemini’s acquisition of $64.1 million, the change in fair value of our investment in ZIM of $47.2 million and stock based compensation of $0.6 million. Tables reconciling Adjusted EBITDA to Net Income can be found at the end of this earnings release.

Nine months ended September 30, 2021 compared to the nine months ended September 30, 2020

During the nine months ended September 30, 2021, Danaos had an average of 61.9 containerships compared to 56.9 containerships during the nine months ended September 30, 2020. Our fleet utilization for the nine months ended September 30, 2021 was 98.5% compared to 95.8% for the nine months ended September 30, 2020. Adjusted fleet utilization, excluding the effect of 188 days of incremental off-hire due to shipyard delays related to the COVID-19 pandemic, was 97.0% in the nine months ended September 30, 2020.

Our adjusted net income amounted to $236.4 million, or $11.49 per share, for the nine months ended September 30, 2021 compared to $123.1 million, or $4.97 per share, for the nine months ended September 30, 2020. We have adjusted our net income in the nine months ended September 30, 2021 for the gain on our investment in ZIM of $491.4 million, gain on debt extinguishment of $111.6 million, a $64.1 million gain on our acquisition of Gemini, a non-cash fees amortization and accrued finance fees charge of $12.6 million and stock-based compensation of $4.1 million. Please refer to the Adjusted Net Income reconciliation table, which appears later in this earnings release.

The increase of $113.3 million in adjusted net income for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 is attributable mainly to a $132.5 million increase in operating revenues, collection of a $12.3 million dividend from ZIM, and partial collection of a common benefit claim of $3.9 million from Hanjin Shipping, which were partially offset by a $32.5 million increase in total operating expenses, a $2.1 million increase in net finance expenses and a $0.8 million decrease in the operating performance of our equity investment in Gemini following our acquisition and full consolidation by us since July 1, 2021.

On a non-adjusted basis, our net income amounted to $886.8 million, or $43.11 earnings per diluted share, for the nine months ended September 30, 2021 compared to net income of $110.4 million, or $4.45 earnings per diluted share, for the nine months ended September 30, 2020. Our net income for the nine months ended September 30, 2021 includes a total gain on our investment in ZIM of $503.7 million, a $64.1 million non-cash gain on the acquisition of Gemini and a $111.6 million gain on debt extinguishment.

Operating Revenues
Operating revenues increased by 38.7%, or $132.5 million, to $474.5 million in the nine months ended September 30, 2021 from $342.0 million in the nine months ended September 30, 2020.

Operating revenues for the nine months ended September 30, 2021 reflect:

  • a $69.6 million increase in revenues in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 mainly as a result of higher charter rates and improved fleet utilization;
  • a $32.1 million increase in revenues in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 due to the incremental revenue generated by newly acquired vessels;
  • a $21.5 million increase in revenue in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 due to higher non-cash revenue recognition in accordance with US GAAP; and
  • a $9.3 million increase in revenues in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 due to amortization of assumed time charters.

Vessel Operating Expenses
Vessel operating expenses increased by $16.5 million to $98.7 million in the nine months ended September 30, 2021 from $82.2 million in the nine months ended September 30, 2020, primarily as a result of the increase in the average number of vessels in our fleet and an increase in the average daily operating cost for vessels on time charter to $6,034 per vessel per day for the nine months ended September 30, 2021 compared to $5,592 per vessel per day for the nine months ended September 30, 2020. The average daily operating cost increased mainly due to the COVID-19 related increase in crew remuneration in the nine months ended September 30, 2021. Management believes that our daily operating cost remains among the most competitive in the industry.

Depreciation & Amortization
Depreciation & Amortization includes Depreciation and Amortization of Deferred Dry-docking and Special Survey Costs.

Depreciation
Depreciation expense increased by 9.7%, or $7.3 million, to $82.9 million in the nine months ended September 30, 2021 from $75.6 million in the nine months ended September 30, 2020 mainly due to our recent acquisition of fifteen vessels and installation of scrubbers on nine of our vessels in the year ended December 31, 2020.

Amortization of Deferred Dry-docking and Special Survey Costs
Amortization of deferred dry-docking and special survey costs decreased by $0.8 million to $7.6 million in the nine months ended September 30, 2021 from $8.4 million in the nine months ended September 30, 2020.

General and Administrative Expenses
General and administrative expenses increased by $7.5 million to $25.4 million in the nine months ended September 30, 2021, from $17.9 million in the nine months ended September 30, 2020. The increase was mainly attributable to increased management fees due to the increased size of our fleet and increased stock-based compensation.

Other Operating Expenses
Other Operating Expenses include Voyage Expenses.

Voyage Expenses
Voyage expenses increased by $6.3 million to $17.2 million in the nine months ended September 30, 2021 from $10.9 million in the nine months ended September 30, 2020 primarily as a result of the increase in commissions due to the increase in revenue per vessel and the increase in the average number of vessels in our fleet.

Interest Expense and Interest Income
Interest expense increased by 22.7%, or $9.5 million, to $51.4 million in the nine months ended September 30, 2021 from $41.9 million in the nine months ended September 30, 2020. The increase in interest expense is a combined result of:

  • a $6.9 million decrease in interest expense due to a decrease in our debt service cost by approximately 0.5%, while our average indebtedness also decreased by $27.2 million between the two periods (average indebtedness of $1,505.3 million in the nine months ended September 30, 2021, compared to average indebtedness of $1,532.5 million in the nine months ended September 30, 2020);
  • a $16.3 million reduction in the recognition through our income statement of accumulated accrued interest that had been accrued in 2018 in relation to two of our credit facilities that were refinanced on April 12, 2021. As a result of the refinancing, the recognition of such accumulated interest has been decreased; and
  • a $0.1 million increase in the amortization of deferred finance costs and debt discount related to our debt.

Net proceeds from the issuance of our $300 million Senior Notes in February 2021 together with the net proceeds from a new $815 million senior secured credit facility and a new $135 million leaseback arrangement, each of which was drawn down on April 12, 2021, were used to refinance a substantial majority of our then outstanding indebtedness.

As of September 30, 2021, our outstanding debt, gross of deferred finance costs, was $1,165.5 million, which includes $300 million aggregate principal amount of our Senior Notes, and our leaseback obligation was $242.9 million. These balances compare to debt of $1,376.2 million and a leaseback obligation of $129.4 million as of September 30, 2020.

Interest income increased by $6.7 million to $11.7 million in the nine months ended September 30, 2021 compared to $5.0 million in the nine months ended September 30, 2020, mainly as a result of collection of accrued interest on ZIM and HMM bonds, which were redeemed by the issuers thereof during the 2021 period.

Gain on investments
The gain on investments of $503.7 million in the nine months ended September 30, 2021 consists of the change in fair value of our shareholding interest in ZIM of $491.4 million and net dividends received on ZIM ordinary shares of $12.3 million.


Contacts

Company Contact:

Evangelos Chatzis
Chief Financial Officer
Danaos Corporation
Athens, Greece
Tel.: +30 210 419 6480
E-Mail: This email address is being protected from spambots. You need JavaScript enabled to view it.

Iraklis Prokopakis
Senior Vice President and Chief Operating Officer
Danaos Corporation
Athens, Greece
Tel.: +30 210 419 6400
E-Mail: This email address is being protected from spambots. You need JavaScript enabled to view it.

Investor Relations and Financial Media
Rose & Company
New York
Tel. 212-359-2228
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Company’s comprehensive solutions protect critical industrial OT, ICS, and IoT assets



HOUSTON--(BUSINESS WIRE)--#ICS--Audubon Companies, a leading engineering, procurement, fabrication and construction provider, announced today its strategic investment in a new start-up affiliate, Armexa, a next-generation industrial cybersecurity company. Founded by industrial cybersecurity experts Jacob Marzloff and Eric Forner, Armexa delivers end-to-end cybersecurity solutions that protect critical operational technology (OT) and industrial control system (ICS) environments against cyber risks to maintain resiliency of revenue-generating operations.

The age of digital transformation has dramatically increased the adoption of Internet of Things (IoT), remote access, and remote work within critical OT environments. The increased interoperability of digital elements has widened the threshold for cyberattacks and data breaches, which pose serious threats to clients’ infrastructure, privacy, and operations. Modern hackers can infiltrate connected devices; private and public networks; and vulnerable systems, devices, and programs.

Cutting-edge cybersecurity services from Armexa help organizations fortify their digital resiliency to safeguard their assets against ever-evolving cyber threats and to gain and maintain a competitive advantage in their markets. Armexa’s adaptive, scalable solutions leverage in-depth industrial, OT/ICS, and automation expertise at every stage of design, implementation, and maintenance—from the plant floor to the cloud.

Available as stand-alone offerings or delivered together in a customized solution suite, Armexa’s services include

  • Security Engineering: Security consulting and implementation, network segmentation, architecture design and review, asset discovery, anomaly detection implementation, remote access, identity and access management, and OT/ICS cloud integration.
  • Assessment, Threat Analysis & Planning: Architecture assessment, vulnerability assessment, gap and readiness assessment, tabletop exercises, contingency and response planning, and compliance analysis.

“Armexa’s innovative approach provides a proactive solution that mitigates threats, manages risk, and accelerates business progress. I’m excited to collaborate together to ensure our clients’ targeted environments achieve the most stringent security available today,” said Ryan Hanemann, partner and president at Audubon Companies.

Eric Forner, Armexa co-founder and director of technology, commented that the relationship between Armexa and Audubon Companies will prove mutually beneficial: “Audubon’s reputation and top-tier client base will enable us to make a greater impact on protecting our clients’ business continuity while prioritizing security, compliance, and productivity.”

Armexa Co-Founder and Director of Operations Jacob Marzloff added, “This investment from Audubon Companies greatly supports our mission—helping industrial organizations improve their cyber maturity, reduce cyber risk, and build resilient operations.”

On Twitter: @audubonco

About Audubon Companies

Audubon Companies is a leading provider of engineering, consulting, construction, fabrication, and technical services supporting the energy, power, infrastructure, and industrial markets. Together with our family of companies (Audubon Engineering, Audubon Field Solutions, Audubon Industrial Solutions, Audubon Inspection Solutions, Audubon Carbon, Audubon Construction, Opero Energy, Affinity, and Armexa), we deliver repeatable project success—safely, on schedule, and within budget. For more information, visit auduboncompanies.com.

About Armexa

Armexa, an industrial cybersecurity company, provides end-to-end digital security solutions that protect critical OT/ICS infrastructure against advanced threats. We arm industrial clients with timely, proactive solutions that overcome today's business, security, and technology challenges.

For more information, contact This email address is being protected from spambots. You need JavaScript enabled to view it. or visit armexa.com.


Contacts

Media Contact:
Ivonne Hallard – Sr. Director of Marketing and Communications
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MIDLAND, Texas--(BUSINESS WIRE)--Colgate Energy Partners III, LLC (the “Company” or “Colgate”) announced today the pricing of its private offering to eligible purchasers of $200 million in aggregate principal amount of 5.875% Senior Notes due 2029 (the “Notes”). The Notes mature on July 1, 2029, pay interest at the rate of 5.875% per year and were priced at 101.75%, which implies an effective yield to worst of 5.441%. The offering is expected to close on November 12, 2021, subject to customary closing conditions. The Notes are being offered as additional notes under an indenture (the “Indenture”) pursuant to which Colgate issued, on June 30, 2021, $500 million aggregate principal amount of Notes. The offered Notes will have identical terms as the existing Notes. Colgate intends to use the net proceeds from this offering to fully repay amounts outstanding under its revolving credit facility and the remaining net proceeds to fund a portion of the purchase price for the acquisition of certain assets in Eddy and Lea Counties, New Mexico (the “Parkway Acquisition”). The Parkway Acquisition is not conditioned on the consummation of this offering and this offering is not conditioned on the consummation of the Parkway Acquisition. If the Parkway Acquisition is not consummated on the terms currently contemplated or at all, Colgate intends to use the net proceeds from this offering for general company purposes.

The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and, unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Colgate plans to offer and sell the Notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act.

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

About Colgate
Colgate is a privately held, independent oil and natural gas company headquartered in Midland, Texas that is engaged in the acquisition, exploration and development of oil and natural gas assets in the Delaware Basin, with operations principally focused in Reeves County, Ward County, and Eddy County.

Forward-Looking Statements
This communication includes statements regarding this private placement that may contain forward-looking statements within the meaning of federal securities laws. Colgate believes that its expectations and forecasts are based on reasonable assumptions; however, no assurance can be given that such expectations and forecasts will prove to be correct. A number of factors could cause actual results to differ materially from the expectations and forecasts, anticipated results or other forward-looking information expressed in this communication, including risks and uncertainties regarding future results, Colgate’s ability to complete the Parkway Acquisition, the sources of funding for any remaining portion of the purchase price of the Parkway Acquisition, capital expenditures, liquidity and financial market conditions, sufficiency of cash from operations, adverse market conditions, governmental regulations, the future actions of foreign oil producers such as Saudi Arabia and Russia and the effects of such actions on the supply of oil, and the impact of world health events, such as the COVID-19 pandemic.


Contacts

Michael Poynter
Vice President of Finance & Investor Relations
432-695-4222
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FAIRFIELD, Conn.--(BUSINESS WIRE)--REX Shares, LLC (“REX”) is pleased to announce the launch of two new MicroSectors Exchange Traded Notes (“ETNs”) issued by Bank of Montreal (“BMO”) linked to the Solactive MicroSectors™ Oil & Gas Exploration & Production Index (ticker: SOLOILT). MicroSectors™ Oil & Gas Exploration & Production 3x Leveraged ETNs (ticker: OILU) and MicroSectors™ Oil & Gas Exploration & Production -3x Inverse Leveraged ETNs (ticker: OILD) will start trading today on NYSE Arca.


The Solactive MicroSectors™ Oil & Gas Exploration & Production Index, was launched in October 2021, and tracks the stock prices of large-capitalization companies that are domiciled and listed in the U.S. and that are active in the exploration and production of oil and gas.

“We are excited to bring another pair of leveraged and inverse leveraged exchange-traded notes to market with BMO and Solactive,” said Scott Acheychek, President of REX. “MicroSectors focuses on innovating the exchange traded products (“ETPs”) landscape by offering targeted indices across popular market segments, such as U.S. energy, U.S. large cap banks, and U.S. big tech.”

About REX Shares

Founded in 2015, REX Shares (“REX”) is an independent provider of ETPs based in Fairfield, Connecticut. As ETP architects, the REX team creates investment vehicles that solve for a range of specific challenges in investor portfolios. The firm is rooted in decades of structuring and building inventive exchange-traded product solutions.

For more information, please visit www.rexshares.com or www.microsectors.com.

Twitter: @REXShares and @MSectors

The ETNs are senior, unsecured obligations of BMO.

Investment suitability must be determined individually for each investor, and the ETNs may not be suitable for all investors. This information is not intended to provide and should not be relied upon as providing accounting, legal, regulatory or tax advice. Investors should consult with their own financial advisors as to these matters.

The ETNs are intended to be daily trading tools for sophisticated investors to manage daily trading risks as part of an overall diversified portfolio. They are designed to achieve their stated investment objectives on a daily basis. The returns on the ETNs over longer periods of time can, and most likely will, differ significantly from the return on a direct long or short investment in the index.

BMO, the issuer of the ETNs, has filed a registration statement (including a pricing supplement, a product supplement, a prospectus supplement and a prospectus) with the Securities and Exchange Commission (the “SEC”) about each of the offerings to which this free writing prospectus relates. Please read those documents and the other documents relating to these offerings BMO has filed with the SEC for more complete information about BMO and these offerings. These documents may be obtained without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Bank of Montreal, any agent or any dealer participating in these offerings will arrange to send the applicable pricing supplement, product supplement, prospectus supplement and prospectus if you so request by calling toll-free at 1-877-369-5412.

Solactive AG (“Solactive”) is the licensor of the Index. The notes are not sponsored, endorsed, promoted or sold by Solactive in any way, and Solactive makes no express or implied representation, guarantee or assurance with regard to: (a) the advisability in investing in the notes; (b) the quality, accuracy and/or completeness of the Index; and/or (c) the results obtained or to be obtained by any person or entity from the use of the Index. Solactive does not guarantee the accuracy and/or the completeness of the Index and shall not have any liability for any errors or omissions with respect thereto. Notwithstanding Solactive’s obligations to its licensees, Solactive reserves the right to change the methods of calculation or publication of the Index, and Solactive shall not be liable for any miscalculation of or any incorrect, delayed or interrupted publication with respect to the Index. Solactive shall not be liable for any damages, including, without limitation, any loss of profits or business, or any special, incidental, punitive, indirect or consequential damages suffered or incurred as a result of the use (or inability to use) of the Index.

MicroSectors™ and REX™ are registered trademarks of REX. The trademarks have been licensed for use for certain purposes by Bank of Montreal. The ETNs are not sponsored, endorsed, sold or promoted by REX or any of its affiliates or third-party licensors (collectively, "REX Index Parties"). REX Index Parties make no representation or warranty, express or implied, to the owners of the ETNs or any member of the public regarding the advisability of investing in securities generally or in the ETNs particularly or the ability of the Index to track general market performance. REX Index Parties' only relationship to Bank of Montreal with respect to the Index is the licensing of the Index and certain trademarks, service marks and/or trade names of REX Index Parties. REX Index Parties are not responsible for and have not participated in the determination of the prices, and amount of the ETNs or the timing of the issuance or sale of the ETNs or in the determination or calculation of the equation by which the ETNs are to be converted into cash. REX Index Parties have no obligation or liability in connection with the administration, marketing or trading of the ETNs. Inclusion of a security within an index is not a recommendation by REX Index Parties to buy, sell, or hold such security, nor is it considered to be investment advice.


Contacts

Gregory FCA for REX Shares
Jill Fritz, 484-832-7034
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DALLAS--(BUSINESS WIRE)--Primoris Services Corporation (NASDAQ GS: PRIM) (“Primoris” or “Company”) today announced financial results for its third quarter ended September 30, 2021 and updated the Company’s outlook.


For the third quarter 2021, Primoris reported the following highlights (1):

  • Revenue of $913.2 million
    • Energy/Renewables Segment revenue up 11 percent
    • Utility Segment revenue up 10 percent
  • Net income attributable to Primoris of $44.1 million
  • Fully diluted earnings per share (“EPS”) of $0.81
  • Adjusted net income attributable to Primoris (“Adjusted Net Income”) of $48.5 million
  • Adjusted diluted earnings per share (“Adjusted EPS”) of $0.89
  • Adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) of $94.7 million
  • Authorized $25 million share repurchase program
  • Maintained quarterly dividend of $0.06
  • Backlog of $2.7 billion as of quarter-end
  • Master Service Agreements (“MSA”) Backlog of $1.5 billion as of quarter-end, 53 percent of total backlog

2021 Year-to-date highlights (1):

  • Revenue of $2.6 billion
    • Utility Segment revenue up 21 percent
    • Energy/Renewables Segment revenue up 16 percent
  • Net income attributable to Primoris of $86.2 million, up 18 percent
  • EPS of $1.63, up 9 percent
  • Adjusted Net Income of $108.0 million, up 31 percent
  • Adjusted EPS of $2.04, up 21 percent
  • Adjusted EBITDA of $230.8 million, up 25 percent

(1)

 

Please refer to “Non-GAAP Measures” and Schedule 1, 2 and 3 for the definitions and reconciliations of our Non-GAAP financial measures, including “Adjusted Net Income,” “Adjusted EPS” and “Adjusted EBITDA.”

“Our results show the strength of our overall business model and the strategic value of the acquisitions we have made in recent years to position ourselves in key markets as our economy moves toward a lower-carbon future,” said Tom McCormick, President and Chief Executive Officer of Primoris. “We’ve said all along that we have tremendous opportunities. The $130 million solar project we announced last week is a good sign of things to come in this market and the fourth quarter is shaping up to be even stronger. With the passage of the Infrastructure Investment and Jobs Act, we expect additional growth in our Utilities and Energy/Renewable segments over the next several years.”

Summarizing the segment results for the quarter, McCormick noted: “Our project execution continued to provide solid returns throughout the third quarter. Our Energy/Renewable Segment led the revenue growth with an 11 percent increase compared to the same period in 2020, driven by utility-scale solar projects. This segment also increased gross profit by 31 percent compared to the same period of 2020. Our Utilities Segment revenue increased by 10 percent for the quarter powered by the addition of Future Infrastructure. As expected, our Pipeline Services Segment revenue declined, although our gross profit, as a percentage of revenue, increased to 26 percent, compared to 13 percent in the same period in 2020, primarily due to the favorable impact from the closeout of multiple pipeline projects.”

2021 Third Quarter Results

Revenue was $913.2 million for the three months ended September 30, 2021, a decrease of $29.5 million, or 3 percent, compared to the same period in 2020. The decrease was primarily due to lower revenue in the Pipeline segment, partially offset by growth in the Energy/Renewables and Utilities segments, including $65.1 million from the acquisition of Future Infrastructure Holdings, LLC (“FIH”). Gross profit was $127.4 million for the three months ended September 30, 2021, an increase of $3.8 million, or 3 percent, compared to the same period in 2020. The increase was primarily due to the acquisition of FIH ($11.4 million) and an increase in margins from legacy operations, partially offset by a net decrease in revenue from the Company’s legacy operations. Gross profit as a percentage of revenue increased to 14 percent for the three months ended September 30, 2021, compared to 13 percent for the same period in 2020.

Beginning with the third quarter of 2021, the Company initiated the inclusion of Non-GAAP financial measures. The Company believes these measures enable investors, analysts and management to evaluate Primoris’ performance excluding the effects of certain items that management believes impact the comparability of operating results between reporting periods. In addition, management believes these measures are useful in comparing the Company’s operating results with those of its competitors. Please refer to “Non-GAAP Measures” and Schedule 1, 2 and 3 for the definitions and reconciliations of our Non-GAAP financial measures, including “Adjusted Net Income,” “Adjusted EPS” and “Adjusted EBITDA.

During the third quarter of 2021, net income attributable to Primoris was $44.1 million compared to $43.9 million in the previous year. Adjusted Net Income was $48.5 million for the third quarter compared to $45.3 million for the same period in 2020. EPS was $0.81 compared to $0.90 in the previous year. Adjusted EPS was $0.89 for the third quarter of 2021 compared to $0.93 for the third quarter of 2020. Both EPS and Adjusted EPS were affected by the 4.5 million shares from the secondary offering in the first quarter of 2021. Adjusted EBITDA was $94.7 million for the third quarter of 2021, an increase of 8 percent, compared to $87.9 million for the same period in 2020.

Beginning with the first quarter of 2021, the Company consolidated and reorganized its operating segments. The three segments are: Utilities, Energy/Renewables and Pipeline Services. Revenue and gross profit for the segments for the three and nine months ended September 30, 2021 and 2020 were as follows:

Segment Revenue

(in thousands, except %)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended September 30,

 

 

2021

 

2020

 

 

 

 

 

% of

 

 

 

 

% of

 

 

 

 

 

Total

 

 

 

 

Total

Segment

 

Revenue

 

Revenue

 

Revenue

 

Revenue

Utilities

 

$

454,654

 

49.8

%

 

$

413,205

 

43.8

%

Energy/Renewables

 

 

351,026

 

38.4

%

 

 

315,115

 

33.5

%

Pipeline

 

 

107,565

 

11.8

%

 

 

214,380

 

22.7

%

Total

 

$

913,245

 

100.0

%

 

$

942,700

 

100.0

%

 

 

For the nine months ended September 30,

 

 

2021

 

2020

 

 

 

 

 

% of

 

 

 

 

% of

 

 

 

 

 

Total

 

 

 

 

Total

Segment

 

Revenue

 

Revenue

 

Revenue

 

Revenue

Utilities

 

$

1,215,087

 

46.5

%

 

$

1,003,282

 

38.7

%

Energy/Renewables

 

 

1,038,900

 

39.8

%

 

 

895,415

 

34.5

%

Pipeline

 

 

359,197

 

13.7

%

 

 

695,462

 

26.8

%

Total

 

$

2,613,184

 

100.0

%

 

$

2,594,159

 

100.0

%

Segment Gross Profit

(in thousands, except %)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended September 30,

 

 

 

2021

 

2020

 

 

 

 

 

 

% of

 

 

 

 

% of

 

 

 

 

 

 

Segment

 

 

 

 

Segment

 

Segment

 

Gross Profit

 

Revenue

 

Gross Profit

 

Revenue

 

Utilities

 

$

63,715

 

14.0

%

 

$

68,135

 

16.5

%

 

Energy/Renewables

 

 

35,926

 

10.2

%

 

 

27,501

 

8.7

%

 

Pipeline

 

 

27,795

 

25.8

%

 

 

28,045

 

13.1

%

 

Total

 

$

127,436

 

14.0

%

 

$

123,681

 

13.1

%

 

 

 

For the nine months ended September 30,

 

 

 

2021

 

2020

 

 

 

 

 

 

% of

 

 

 

 

% of

 

 

 

 

 

 

Segment

 

 

 

 

Segment

 

Segment

 

Gross Profit

 

Revenue

 

Gross Profit

 

Revenue

 

Utilities

 

$

134,280

 

11.1

%

 

$

130,286

 

13.0

%

 

Energy/Renewables

 

 

111,825

 

10.8

%

 

 

70,605

 

7.9

%

 

Pipeline

 

 

74,538

 

20.8

%

 

 

71,567

 

10.3

%

 

Total

 

$

320,643

 

12.3

%

 

$

272,458

 

10.5

%

 

Utilities Segment (“Utilities”): Revenue increased by $41.4 million, or 10 percent, for the three months ended September 30, 2021, compared to the same period in 2020, primarily due to the FIH acquisition ($65.1 million), partially offset by decreased activity from the impact of customer project and material delays. Gross profit for the three months ended September 30, 2021 decreased by $4.4 million, or 7 percent, compared to the same period in 2020, primarily due to lower margins from the Company’s legacy operations, partially offset by the incremental impact of the FIH acquisition ($11.4 million). Gross profit as a percentage of revenue decreased to 14 percent during the three months ended September 30, 2021, compared to 17 percent in the same period in 2020, primarily due to customer project and material delays and a decrease in higher margin storm work in 2021, as well as strong performance and favorable margins realized on projects in the Southeast in 2020.

Energy and Renewables Segment (“Energy/Renewables”): Revenue increased by $35.9 million, or 11 percent, for the three months ended September 30, 2021, compared to the same period in 2020, primarily due to increased renewable energy activity ($67.9 million), partially offset by the substantial completion of an industrial project in California early in the third quarter of 2021. Gross profit for the three months ended September 30, 2021, increased by $8.4 million, or 31 percent, compared to the same period in 2020, primarily due to higher revenue and margins. Gross profit as a percentage of revenue increased to 10 percent during the three months ended September 30, 2021, compared to 9 percent in the same period in 2020, primarily due to higher costs associated with a liquified natural gas plant project in the Northeast in 2020.

Pipeline Services (“Pipeline”): Revenue decreased by $106.8 million, or 50 percent, for the three months ended September 30, 2021, compared to the same period in 2020. The decrease is primarily due to the substantial completion of pipeline projects in 2020 ($127.0 million), partially offset by progress on a pipeline project in Texas that began in the second half of 2020. Gross profit for the three months ended September 30, 2021 decreased by $0.3 million, or 1 percent, compared to the same period in 2020, primarily due to higher margins, partially offset by lower revenue. Gross profit as a percentage of revenue increased to 26 percent during the three months ended September 30, 2021, compared to 13 percent in the same period in 2020, primarily due to the favorable impact from the closeout of multiple pipeline projects in 2021 and higher costs on a Texas pipeline project in 2020, partially offset by strong performance and favorable margins realized on a Texas pipeline project in 2020.

Other Income Statement Information

Selling, general and administrative (“SG&A”) expenses were $61.7 million during the three months ended September 30, 2021, an increase of $4.7 million, or 8.3 percent compared to 2020, primarily due to $6.5 million of incremental expense from the FIH acquisition during the period. SG&A expense as a percentage of revenue increased to 6.8 percent compared to 6.0 percent for the corresponding period in 2020, primarily due to increased expense as the Company integrates FIH into its operations, as well as lower revenue from the Company’s legacy operations.

Transaction and related costs were $0.4 million for the three months ended September 30, 2021, an increase of $0.3 million compared to 2020, primarily due to professional fees paid to advisors associated with the FIH integration in 2021.

Interest expense, net for the three months ended September 30, 2021, was comparable to the same period in 2020 primarily due to higher average debt balances from the borrowings incurred related to the FIH acquisition, offset by a lower weighted average interest rate.

The Company recorded income tax expense for the three months ended September 30, 2021 of $16.7 million compared to expense of $17.9 million for the three months ended September 30, 2020. The effective tax rate on income attributable to Primoris (excluding noncontrolling interests) was 27.5 percent for the three months ended September 30, 2021. The effective tax rate on income attributable to Primoris (excluding noncontrolling interest) is expected to be 27.5 percent for 2021. The 2021 rate differs from the U.S. federal statutory rate of 21.0 percent primarily due to state income taxes and nondeductible components of per diem expenses.

Outlook

The Company is updating its estimates for the year ending December 31, 2021 as a result of the headwinds from both project and material delays related to the COVID-19 pandemic and customer supply chain issues. Net income attributable to Primoris is expected to be between $2.10 and $2.20 per fully diluted share. Adjusted EPS is estimated in the range of $2.61 to $2.71 for 2021. The per share range takes into account the dilution from the 4.5 million additional shares issued under the Company’s secondary offering during the first quarter of 2021.

The Company is targeting SG&A expense as a percentage of revenue in the mid-six percent range for full year 2021. Primoris expects its SG&A percent will decrease in 2022 upon completion of its integration of FIH. The Company estimates capital expenditures for the remainder of 2021 in the range of $10 to $20 million. The Company’s targeted gross margins by segment are as follows: Utilities in the range of 12 to 14 percent; Energy/Renewables in the range of 9 to 12 percent; and Pipeline Services in the range of 9 to 13 percent.

The guidance provided above constitutes forward-looking statements, which are based on current economic conditions and estimates, and the Company does not include other potential impacts, such as changes in accounting, acquisitions or dispositions or unusual items. Supplemental information relating to the Company’s financial outlook is posted in the Investor Relations section of the Company’s website at www.primoriscorp.com.

Backlog

 

 

 

 

 

 

 

 

 

 

 

 

Backlog at September 30, 2021 (in millions)

Segment

 

Fixed Backlog

 

MSA Backlog

 

Total Backlog

Utilities

 

$

62

 

$

1,288

 

$

1,350

Energy/Renewables

 

 

1,107

 

 

115

 

 

1,222

Pipeline

 

 

113

 

 

54

 

 

167

Total

 

$

1,282

 

$

1,457

 

$

2,739

At September 30, 2021, Fixed Backlog was $1.3 billion and MSA Backlog was $1.5 billion. Total Backlog at the end of the third quarter 2021 was $2.7 billion. MSA Backlog represents estimated MSA revenue for the next four quarters. The Company expects that during the next four quarters, the Company will recognize as revenue approximately 88 percent of the total backlog at September 30, 2021, comprised of backlog of approximately: 100 percent of Utilities; 73 percent of Energy/Renewables; and 100 percent of Pipeline.

Backlog, including estimated MSA revenue, should not be considered a comprehensive indicator of future revenue. Revenues from certain projects, such as cost reimbursable and time-and-materials projects, do not flow through backlog. At any time, any project may be cancelled at the convenience of customers.

Liquidity and Capital Resources

At September 30, 2021, the Company had $199.0 million of unrestricted cash and cash equivalents. The Company had no outstanding borrowings under the revolving credit facility, commercial letters of credit outstanding were $44.5 million and the available borrowing capacity was $155.5 million.

Dividend

The Company also announced that on November 3, 2021, its Board of Directors declared a $0.06 per share cash dividend to stockholders of record on December 31, 2021, payable on January 14, 2022.

Share Repurchase Program

On November 3, 2021, the Company’s Board of Directors authorized a share repurchase program for the repurchase of up to $25 million of the Company’s outstanding common stock. Under the share repurchase program, the Company can, depending on market conditions, share price and other factors, acquire shares of its common stock on the open market or in privately negotiated transactions. The program will expire December 31, 2022.

Response to the COVID-19 Pandemic

The Company continues to take steps to protect its employees’ health and safety during the COVID-19 pandemic. Primoris has a written corporate COVID-19 Plan in place, as well as Business Continuity Plans (by business unit and segment), based on guidelines from the U.S. Centers for Disease Control and Prevention, the Occupational Safety and Health Administration, and their Canadian counterparts.

Conference Call and Webcast

As previously announced, management will host a teleconference call on Tuesday, November 9, 2021, at 9 a.m. U.S. Central Time (10 a.m. U.S. Eastern Time). Tom McCormick, President and Chief Executive Officer, and Ken Dodgen, Executive Vice President and Chief Financial Officer, will discuss the Company’s results and financial outlook.

Investors and analysts are invited to participate in the call by phone at 1-833-476-0954, or internationally at 1-236-714-2611 (access code: 4449678) or via the Internet at www.primoriscorp.com. A replay of the call will be available on the Company’s website or by phone at 1-800-585-8367, or internationally at 1-416-621-4642 (access code: 4449678), for a seven-day period following the call.

Presentation slides to accompany the conference call are available for download in the Investor Relations section of Primoris’ website at www.primoriscorp.com. Once at the Investor Relations section, please click on “Events & Presentations.”

Non-GAAP Measures

This press release contains certain financial measures that are not recognized under generally accepted accounting principles in the United States (“GAAP”). Primoris uses earnings before interest, income taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS as important supplemental measures of the Company’s operating performance. The Company believes these measures enable investors, analysts, and management to evaluate Primoris’ performance excluding the effects of certain items that management believes impact the comparability of operating results between reporting periods. In addition, management believes these measures are useful in comparing the Company’s operating results with those of its competitors. The non-GAAP measures presented in this press release are not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. In addition, Primoris’ method of calculating these measures may be different from methods used by other companies, and, accordingly, may not be comparable to similarly titled measures as calculated by other companies that do not use the same methodology as Primoris. Please see the accompanying tables to this press release for reconciliations of the following non‐GAAP financial measures for Primoris’ current and historical results: EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS.

About Primoris

Primoris Services Corporation is a leading specialty contractor providing critical infrastructure services to the utility, energy/renewables and pipeline services markets throughout the United States and Canada. The Company supports a diversified base of blue-chip customers with engineering, procurement, construction and maintenance services. A focus on multi-year master service agreements and an expanded presence in higher-margin, higher-growth markets such as utility-scale solar facility installations, renewable fuels, electrical transmission and distribution systems and communications infrastructure have also increased the Company’s potential for long-term growth. Additional information on Primoris is available at www.primoriscorp.com.

Forward Looking Statements

This press release contains certain forward-looking statements, including our outlook, that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties, including with regard to the Company’s future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates”, “believes”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “potential”, “predicts”, “projects”, “should”, “will”, “would” or similar expressions. Forward-looking statements include information concerning the possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of regulation and the economy, generally. Forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results may differ materially as a result of a number of factors, including, among other things, customer timing, project duration, weather, and general economic conditions; changes in the mix of customers, projects, contracts and business; regional or national and/or general economic conditions and demand for the Company’s services macroeconomic impacts arising from the long duration of the COVID-19 pandemic, including labor shortages and supply chain disruptions; price, volatility, and expectations of future prices of oil, natural gas, and natural gas liquids; variations and changes in the margins of projects performed during any particular quarter; increases in the costs to perform services caused by changing conditions; the termination, or expiration of existing agreements or contracts; the budgetary spending patterns of customers; increases in construction costs that the Company may be unable to pass through to customers; cost or schedule overruns on fixed-price contracts; availability of qualified labor for specific projects; changes in bonding requirements and bonding availability for existing and new agreements; the need and availability of letters of credit; costs incurred to support growth, whether organic or through acquisitions; the timing and volume of work under contract; losses experienced in the Company’s operations; the results of the review of prior period accounting on certain projects; developments in governmental investigations and/or inquiries; intense competition in the industries in which the Company operates; failure to obtain favorable results in existing or future litigation or regulatory proceedings, dispute resolution proceedings or claims, including claims for additional costs; failure of partners, suppliers or subcontractors to perform their obligations; cyber-security breaches; failure to maintain safe worksites; risks or uncertainties associated with events outside of the Company’s control, including severe weather conditions, public health crises and pandemics (such as COVID-19), political crises or other catastrophic events; client delays or defaults in making payments; the availability of credit and restrictions imposed by credit facilities; failure to implement strategic and operational initiatives; risks or uncertainties associated with acquisitions, dispositions and investments; possible information technology interruptions or inability to protect intellectual property; the Company’s failure, or the failure of the Company’s agents or partners, to comply with laws; the Company's ability to secure appropriate insurance; new or changing legal requirements, including those relating to environmental, health and safety matters; the loss of one or a few clients that account for a significant portion of the Company's revenues; asset impairments; and risks arising from the inability to successfully integrate acquired businesses. In addition to information included in this press release, additional information about these and other risks can be found in Part I, Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and the Company’s other filings with the U.S. Securities and Exchange Commission (“SEC”). Such filings are available on the SEC’s website at www.


Contacts

Ken Dodgen
Executive Vice President, Chief Financial Officer
(214) 740-5608
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Brook Wootton
Vice President, Investor Relations
(214) 545-6773
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  • Developed in partnership with Fluitec®, Mobil™ Solvancer® is an oil-soluble cleaner designed for gas and steam turbine applications, compressors and hydraulic systems.
  • Can be added to in-service oils to help quickly dissolve varnish and organic deposits, supporting oil conversions, alleviating varnish-related operational issues, and helping with oil life extension.
  • Gentle on systems and compatible with lubricants and hydraulic oils formulated with API group I to IV base stocks with no adverse impact on in-service oil or additive performance.

SPRING, Texas--(BUSINESS WIRE)--ExxonMobil announced today the introduction of Mobil™ Solvancer®, a cost-effective, oil-soluble cleaner that offers industry-leading performance to help operators of power generation and petrochemical equipment improve equipment reliability and reach extended overhaul-to-overhaul goals. The product was developed with Fluitec, an industry leader in oil enhancement technologies, and is based on the company’s proven DECON™ technology.



Designed for gas and steam turbine applications, compressors and hydraulic systems, Mobil Solvancer offers industry-leading performance to support oil conversions, alleviate operational issues due to varnish, and help with oil life extension. The product can be added to in-service oils to help quickly dissolve varnish and organic deposits from within the system, helping address escalating bearing temperatures and avoid issues such as re-adhesion, transfer of deposits, filter fouling, and oil line flow blockage.

The cleaner offers one of the industry’s lowest treat rates1 – three to five percent compared to the average treat rate of 10-15% – allowing you to use less product to deliver the same level of protection. Mobil Solvancer also offers extended protection of more than one year, exceeding the longevity of most competitive products, thus helping operators optimize overhaul-to-overhaul periods.

“When operating power generation and petrochemical equipment, maximizing productivity and enhancing reliability is critical to minimizing downtime and driving your bottom line,” said Sarah Parsons, Industrial Lubricants Brand Manager. “That’s why we partnered with Fluitec, the industry’s leading oil enhancement technology company, to develop Mobil Solvancer, a cost-effective cleaner that can help operators dissolve varnish and deposits that can cause long-term harm to systems while keeping their equipment running longer between overhauls. That means less downtime – both planned and unplanned.”

Mobil Solvancer is gentle on systems and compatible with a wide range of oils, reducing the need for costly and laborious cleaning and flushing procedures. Specifically, the cleaner is compatible with lubricants and hydraulic oils formulated with API group I to IV base stocks and has no adverse impact on in-service oil or additive performance. Mobil Solvancer also offers exceptional seal compatibility, and it is benign to paints and coatings commonly used in gas and steam turbine applications, compressors and hydraulic systems.

“This relationship between ExxonMobil and Fluitec helps scale our patent-pending technology while bringing a high-value, cost-effective solution to Mobil’s customer base,” said Pierre Vanderkelen, Fluitec’s CEO. “We are delighted to work with such a world class organization and help fill a gap in the marketplace for such a value-add product.”

The new oil soluble cleaner is the latest addition to ExxonMobil’s portfolio of high-performance, Mobil-branded products and services for power generation applications. The Mobil business has more than 150 years of industry experience and expertise in the power generation and petrochemical sectors, having introduced many industry-leading products that push the boundaries of performance and help increase productivity and efficiency, including:

  • Mobil DTE™ 700 series oils, which meet or exceed 17 industry and equipment builder specifications for gas and steam turbines.
  • Mobil DTE 932 GT turbine oil, which is designed for bearing lubrication and keep-clean hydraulic servo valve performance in GE Frame Gas trubines.
  • Mobil SHC™ 800 series oils, which provide the ultimate in long-life protection and high temperature resistance.

Most recently, ExxonMobil introduced Mobil SHC 918 EE, an oil that delivers overall turbine efficiency improvement of 0.09% when compared to conventional ISO 32 viscosity grade turbine oils and the first product to meet GE's rigorous energy efficient turbine oil specification, GEK 121603.

For more information on Mobil Solvancer, please visit: https://info.mobillubricants.com/mobil-solvancer

About ExxonMobil

ExxonMobil, the largest publicly traded international energy company, uses technology and innovation to help meet the world’s growing energy needs. ExxonMobil holds an industry-leading inventory of resources, is one of the largest refiners and marketers of petroleum products, and its chemical company is one of the largest in the world. For more information, visit www.exxonmobil.com or follow us on Twitter www.twitter.com/exxonmobil.

About Fluitec

Fluitec is the global leader in measuring, monitoring, and decontaminating industrial oils. Fluitec uses key technologies to transform lubricants into assets while increasing reliability and reducing the impact on the environment. Fluitec has a team of internationally recognized experts that centers around increasing the reliability and profitability of manufacturing plants, rotating equipment and transportation industries. Fluitec's technologies also reduce waste streams and lower CO2 output, has received Solar Impulse Efficient Solution label and is the first industrial lubricant company to achieve B Corp certification. Fluitec and Solvancer are registered trademarks of Fluitec. For more information visit www.fluitec.com

1 Actual results can vary depending upon the type of equipment used and its maintenance, operating conditions and environment, and any prior lubricant used.


Contacts

Media Relations
832-625-4000

ST. JOHN’S, Newfoundland and Labrador--(BUSINESS WIRE)--$ARR #Q3results--Altius Renewable Royalties Corp. (TSX: ARR) (OTCQX: ATRWF) (“ARR” or the “Company”), will file on SEDAR financial results for the quarter ended September 30, 2021 today after the close of trading with a conference call to follow November 9, 2021 at 9 am ET.


Brian Dalton, CEO of ARR, commented as follows: “This was a very notable quarter in the business development history of ARR as adoption of our innovative royalty financing structures within the US renewable energy sector continued to expand. By closing our first two investments in operating stage assets, the potential addressable market for our royalty funding has widened dramatically, while demand for projects stemming from our developer funding initiatives also continued to be strong. As a result, the expected timeline to achieve the milestone of positive cash flow has been accelerated to 2022 - and increased our belief in the positive role we can play in supporting the clean energy transition.”

Q3 2021 Business Highlights

  • A total of US$87.5 million in royalty-based financing was deployed during the quarter on operating stage projects by Great Bay Renewables (“GBR”), a joint venture company of ARR and funds managed by affiliates of Apollo Global Management, Inc. (NYSE: APO) (“Apollo Funds”). As a result of these investments Apollo Funds completed its funding obligations to earn a 50% interest in the GBR joint venture and the partners have therefore begun to fund opportunities on an equal basis.
    • On August 3, 2021 ARR announced the closing of a US$35 million royalty investment with Longroad Energy (“Longroad”) relating to its 250 MW Prospero 2 solar project in Texas. This represented the first operating royalty investment made by GBR, with annual revenue contributions expected to commence in January 2022 using royalty rates that vary over time. Longroad is a top-tier developer, owner and operator of renewable energy projects, having developed over 60 renewable energy projects totaling over 6 GWs across North America.
    • On September 30, 2021 ARR announced the closing of a US$52.5 million royalty investment with Northleaf Capital Partners (“Northleaf”) related to the 150 MW Old Settler wind project, the 50 MW Cotton Plains wind project and the 15 MW Phantom Solar project. These three Texas based projects are all currently operational and began generating royalty revenue upon closing of the transaction. The royalty investment has been structured using royalty rates that vary over time and provide GBR with US$4-7 million per year over the first 10 years of the investment. Northleaf is a global private markets investment firm with US$17 billion in private equity, private credit, and infrastructure commitments under management.
  • Construction activities continued to progress at the 195 MW Jayhawk wind project in Kansas with completion anticipated late in Q4 2021. A 2.5% royalty relating to this project was created and assigned to GBR upon its sale to WEC Energy and Invenergy earlier this year.
  • During the quarter, a new developer financing-based royalty (2.5% of gross revenue) in favour of GBR was created on a 500 MW renewable energy project in Texas that is currently expected to issue notice-to-proceed in early 2022.
  • Subsequent to quarter end, a new developer financing-based royalty (2.5% of gross revenue) in favour of GBR was created on a 300 MW renewable energy project in Texas.
  • ARR, through its GBR joint venture, is now entitled to royalties on 16 renewable energy projects representing approximately 3,510 MW of US based wind and solar power generation projects that are well diversified by counterparty, contracted and market based sales strategies and regional power pools. Please refer to the Management’s Discussion and Analysis (“MD&A”) for additional royalty and project details.

Q3 2021 Financial Results

The cash position of ARR at September 30, 2021 was US$54.9 million, after pro-rata funding approximately US$22.7 million of new GBR investments during the quarter. The cash on hand is available to fund ongoing operations and deployment into renewable royalty opportunities with existing and new partners.

For the quarter ended September 30, 2021, ARR reported a net loss of US$1,410,500 and a net loss per share of US$0.05. This compares to a net loss of US$682,500 in Q2 2021, and a net loss of US$349,700 in Q3 2020, when the Company was wholly owned by Altius Minerals Corporation. The majority of royalties created to date are on projects that are at various stages of development and are therefore not currently providing royalty revenue. However, the Northleaf and Longroad transactions (referenced above) are on operating assets with first revenue expected to be recorded in Q4 this year and Q1 next year, respectively. First revenue from a project royalty created through developer financing structures is also expected in 2022 upon commissioning of the Jayhawk wind project.

Conference Call Details

A conference call and webcast will be held November 9, 2021 at 9:00 am ET to provide an update and to offer an open Q&A session for analysts and investors. Access details are as follows:

DATE

 

Nov 9, 2021

EVENT

 

ARR Q3 2021 Financial Results Conference call and webcast, ID 9493986

DIAL IN

 

1-866-521-4909 OR 1-647-427-2311

WEBCAST

 

ARR Q3 2021 Results

About ARR

ARR is a recently formed renewable energy company whose business is to provide long-term, royalty level investment capital to renewable power developers, operators, and originators. The Company combines industry expertise with innovative, partner-focused solutions to further the growth of the renewable energy sector as it fulfills its critical role in enabling the global energy transition.


Contacts

Flora Wood
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Tel: 1.877.576.2209
Direct: 1.416.346.9020

Ben Lewis
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Tel: 1.877.576.2209

DUBLIN--(BUSINESS WIRE)--The "Sailboat Market Size, Share & Trends Analysis Report By Hull Type (Monohull, Multi-hull), Length (Up to 20 ft., 20-50 ft., Above 50 ft.), By Region, And Segment Forecasts, 2021-2028" report has been added to ResearchAndMarkets.com's offering.


The global sailboat market size is expected to reach USD 7.03 billion by 2028, expanding at a CAGR of 2.4% from 2021 to 2028

Increased investments in research and development activities is one of the major drivers for the market growth. Companies are collaborating with international engineering firms, yacht designers, and technological innovation providers to develop new models.

For instance, the HanseYachts Group uses Catia-a design software-which enables it to map the entire production and development process from the first design to the activation of production machines. Other companies are also adapting to changing market conditions and responding quickly to changing customer preferences to maintain their positions in the market.

The rising awareness about sustainability and the need to reduce carbon dioxide emissions have made suppliers and shipyards actively invest in more sustainable solutions. For instance, to offer a diverse portfolio that is more environmentally friendly, Rolls-Royce Power Systems is investing in the research and development of various sustainable technologies.

Revenues generated on the sales of motor yachts account for a much smaller portion of the total revenue of the market compared to those generated on the sales of sailing yachts. Companies are expanding their product portfolios to include motor yachts. For instance, the HanseYachts Group continues to invest in expanding the product portfolio of its Sealine and Fjord brands and regionally expanding or reinforcing the dealer network.

Companies face intense competition in the international market. Consequently, changing economic conditions in key sales markets impact the demand for products despite the broad regional diversification of international dealer networks. The military conflicts in the Middle East could affect sales in Middle Eastern countries.

The U.K.'s departure from the European Union and the continuing uncertainties regarding the future economic relations between the U.K and the European Union, loss in value of the Turkish lira, and trade protectionism in the U.S. could negatively affect unit sales for companies exporting boats in these countries.

Sailboat Market Report Highlights

  • In terms of hull type, the monohull segment dominated the market in 2020 and is expected to retain its dominance over the forecast period as well. While sailing is popular in western countries with longer coastlines, several individual-use sailboats for pleasure and fun activities during the outings with friends and family. Thereby growing the popularity of one-day sailing monohull sailboats
  • In terms of length, the upto 20 ft. segment is expected to register a CAGR of 2.7% over the forecast period. The growth of the segment can be attributed to the growing demand for smaller sailing boats such as sailing dinghies, beach catamarans, and daysailers
  • North America dominated the market in 2020. Europe is expected to expand at the highest CAGR of 2.9% over the forecast period. The growth of the regional market can be attributed to the presence of major market players and several local companies and the increasing popularity of recreational boating activities

Market Dynamics

Market driver analysis

  • Continuous Research And Development
  • Virtual Trade Shows

Market challenge analysis

  • Procurement and purchasing risks
  • Economic and Industry conditions

Market opportunity analysis

  • Growth from motor yachts

Companies Mentioned

  • Arcona Yachts
  • Hallberg-Rassy Varvs AB
  • BENETEAU GROUP
  • Bavaria Yachtbau
  • Ferretti Group
  • Catalina Yachts
  • HanseYachts AG
  • CANTIERE DEL PARDO S.p.A.
  • Dufour Yachts
  • Fountaine Pajot

For more information about this report visit https://www.researchandmarkets.com/r/6xab3t


Contacts

ResearchAndMarkets.com
Laura Wood, Senior Press Manager
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For E.S.T Office Hours Call 1-917-300-0470
For U.S./CAN Toll Free Call 1-800-526-8630
For GMT Office Hours Call +353-1-416-8900

DALLAS & STAMFORD, Conn.--(BUSINESS WIRE)--CBRE Acquisition Holdings, Inc. (NYSE: CBAH) (“CBAH”), a publicly-traded special purpose acquisition company, announced today that CBAH’s definitive proxy statement/prospectus (“Proxy Statement/Prospectus”) relating to the previously announced business combination with Altus Power, Inc. (“Altus Power”), a market-leading clean electrification company, was filed with the U.S. Securities and Exchange Commission on November 5, 2021.


CBAH has commenced mailing of the Proxy Statement/Prospectus - which contains a proxy card relating to the special meeting of the CBAH stockholders (the “Special Meeting”) - to CBAH stockholders of record as of the close of business on October 27, 2021.

The Special Meeting to approve the pending business combination is scheduled to be held on December 6, 2021 at 10:00 a.m. Eastern Time. The Special Meeting will be conducted completely virtually, and can be accessed via live webcast at https://www.cstproxy.com/cbreacquisitionholdings/2021. If the proposals at the Special Meeting are approved, the parties anticipate that the business combination will close shortly thereafter, subject to the satisfaction or waiver, as applicable, of all other closing conditions.

Every stockholder's vote is important, regardless of the number of shares held. Accordingly, CBAH requests that each stockholder complete, sign, date and return a proxy card (online or by mail) as soon as possible so that it is received no later than 10:00 a.m. Eastern Time on December 6, 2021, to ensure that the stockholder’s shares will be represented at the Special Meeting. Stockholders which hold shares in “street name” (i.e., those stockholders whose shares are held of record by a broker, bank or other nominee) should contact their broker, bank or other nominee to ensure that their shares are voted.

If any individual CBAH stockholder who held shares as of the October 27, 2021 record date for voting does not receive the Proxy Statement/Prospectus within the next few days, such stockholder should (i) confirm his or her Proxy Statement/Prospectus’s status with his or her broker, bank or other nominee, (ii) contact Morrow Sodali LLC, CBAH's proxy solicitor, for assistance via e-mail at This email address is being protected from spambots. You need JavaScript enabled to view it. or toll-free call at (800) 662-5200 and brokers, bank and other nominees can place a collect call to Morrow Sodali at (203) 658-9400, or (iii) contact CBAH by mail at CBRE Acquisition Holdings, Inc., 2100 McKinney Avenue, Suite 1250, Dallas, TX 75201.

CBAH expects to provide stockholders with additional information on how stockholders may vote their shares held in “street name” on its website in the coming days, and CBAH expects to publish a subsequent press release once the website is live.

Important Information About the Business Combination and Where to Find It

CBAH has filed with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which includes a proxy statement/prospectus in connection with the proposed business combination between Altus Power and CBAH (the “business combination”) and the other transactions contemplated by the business combination agreement entered into by Altus Power and CBAH. CBAH will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. CBAH’s stockholders and other interested persons are advised to read the definitive proxy statement/prospectus in connection with CBAH’s solicitation of proxies for its stockholders’ Special Meeting to be held to approve the business combination because the proxy statement/prospectus contains important information about CBAH, Altus Power and the business combination. The definitive proxy statement/prospectus will be mailed to stockholders of CBAH as of October 27, 2021, the record date for the Special Meeting. Stockholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge at the SEC’s website at www.sec.gov or by directing a request to CBRE Acquisition Holdings, Inc., 2100 McKinney Avenue, Suite 1250, Dallas, TX 75201.

Participants in the Solicitation

CBAH, Altus Power and certain of their respective directors and officers may be deemed participants in the solicitation of proxies of CBAH’s stockholders with respect to the approval of the business combination. CBAH and Altus Power urge investors, stockholders and other interested persons to read the Registration Statement, including the preliminary proxy statement/prospectus and amendments thereto and the definitive proxy statement/prospectus and exhibits thereto, as well as other documents filed with the SEC in connection with the business combination, as these materials will contain important information about Altus Power, CBAH and the business combination. Information regarding CBAH’s directors and officers and a description of their interests in CBAH is contained in the Registration Statement.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “could”, “continue”, “expect”, “estimate”, “may”, “plan”, “outlook”, “future” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to CBAH’s and Altus Power’s future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning the timing of the business combination, the business plans, objectives, expectations and intentions of CBAH once the business combination and the other transactions contemplated thereby (the “Transactions”) and change of name are complete (“New Altus”), and New Altus’s estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on CBAH’s or Altus Power’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events.

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside CBAH’s or Altus Power’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement; (2) the inability to complete the Transactions due to the failure to obtain approval of the stockholders of CBAH or Altus Power or other conditions to closing in the business combination agreement; (3) the ability of New Altus to meet NYSE’s listing standards (or the standards of any other securities exchange on which securities of the public entity are listed) following the business combination; (4) the inability to complete the private placement of common stock of CBAH to certain institutional accredited investors; (5) the risk that the announcement and consummation of the Transactions disrupts Altus Power’s current plans and operations; (6) the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of New Altus to grow and manage growth profitably, maintain relationships with customers, business partners, suppliers and agents and retain its management and key employees; (7) costs related to the Transactions; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the Transactions; (9) the possibility that Altus Power and New Altus may be adversely affected by other economic, business, regulatory and/or competitive factors; (10) the impact of COVID-19 on Altus Power’s and New Altus’s business and/or the ability of the parties to complete the Transactions; (11) the outcome of any legal proceedings that may be instituted against CBAH, Altus Power, New Altus or any of their respective directors or officers, following the announcement of the Transactions; and (12) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments.

Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in CBAH’s most recent annual report on Form 10-K, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, which are available, free of charge, at the SEC’s website at www.sec.gov, and are provided in the Registration Statement and CBAH’s proxy statement/prospectus. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and CBAH and Altus Power undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise.

This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in CBAH and is not intended to form the basis of an investment decision in CBAH. All subsequent written and oral forward-looking statements concerning CBAH and Altus Power, the Transactions or other matters and attributable to CBAH and Altus Power or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

No Offer or Solicitation

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

About CBRE Acquisition Holdings, Inc.

CBRE Acquisition Holdings, Inc. (“CBAH”) is a blank-check company formed solely for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. CBAH is sponsored by CBRE Acquisition Sponsor, LLC, which is a subsidiary of CBRE Group, Inc.

About Altus Power

Altus Power, based in Stamford, Connecticut, is creating a clean electrification ecosystem, serving its commercial, public sector and community solar customers with locally-sited solar generation, energy storage, and EV-charging stations across the U.S. Since its founding in 2009, Altus Power has developed or acquired over 350 megawatts from Vermont to Hawaii. Visit altuspower.com to learn more.


Contacts

CBRE Acquisition Holdings Contacts
Cash Smith
CBRE Acquisition Holdings, Inc.
This email address is being protected from spambots. You need JavaScript enabled to view it.

Steven Iaco
CBRE Corporate Communications
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Altus Power Contacts
For Media:
Cory Ziskind
ICR, Inc.
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For Investors:
Caldwell Bailey
ICR, Inc.
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AES Clean Energy taps global water and power infrastructure leader to oversee development of pumped storage project that will offset millions of gallons of fossil fuels annually


OVERLAND PARK, Kan.--(BUSINESS WIRE)--Black & Veatch has been selected by AES Clean Energy (AES) to serve as owner’s engineer for the pumped storage and hydropower portion of the West Kaua‘i Energy Project, which will be a critical step in helping the state move closer to its target of 100-percent locally produced renewable energy by 2045. When complete, the overall program will reduce dependency on fossil fuels – offsetting the use of 8.5 million gallons of fossil fuels annually – for the island’s more than 70,000 residents.

Located on the Hawaiian island of Kaua‘i, the West Kaua‘i Energy Project (WKEP) is an integrated renewable energy and irrigation project that includes energy production with pumped storage hydropower, conventional hydropower, solar photovoltaic generation and battery energy storage. WKEP is a key component in the state’s decarbonization plans, as it will move Kaua‘i to more than 80-percent renewable generation and fulfill up to 25 percent of the island’s energy needs.

The pumped storage portion of the project will pump water from the lower Mānā Reservoir to the upper Pu‘u ‘Ōpae Reservoir using energy production from the solar PV portion of the project. During the evening peak, nighttime and morning peak hours (as well as during periods of rainy or cloudy weather), water will be sent back to the lower reservoir via gravity penstock from Pu‘u ‘Ōpae, through the Mānā Powerhouse and its 20-MW Pelton turbine to generate renewable power for the grid. The process will cycle between daytime pumping and nighttime generation perpetually.

“Renewable energy and energy storage are key components of the decarbonization movement,” said Carlos Araoz, vice president and managing director of Black & Veatch’s hydropower and hydraulic structures business line. “This project not only features renewable energy in the form of pumped storage hydropower, it couples it with solar energy and battery storage in a renewable energy program that will play a significant role in helping both the island of Kaua‘i and the state of Hawai‘i reduce its reliance on fossil fuels.”

Kaua‘i Island Utility Cooperative (KIUC) signed agreements with AES for the development, construction and operation of the cooperative’s solar pumped storage hydro project and a power purchase agreement (PPA) was executed and filed with the Hawai‘i Public Utilities Commission on December 31, 2020. As owner’s engineer, Black & Veatch will support AES in development of technical design criteria for hydro power and hydraulic structures of the project, providing design and constructability reviews, reviewing technical and procurement specifications, performing factory inspections and witnessing acceptance testing as well as providing construction and commissioning support and closing out the project.

The project is expected to stabilize and reduce energy rates over time, and provide agricultural, community and recreational benefits through water delivery. Restoring stream flows on four Waimea River tributaries in Kōkeʻe will improve the river’s natural habitat, while rehabilitation of three reservoirs will also assist first responders in fighting wildfires in the area.

“It’s an exciting project,” Araoz said. “We’re proud to be partnered together with AES Clean Energy to help make this sustainable project a reality.”

Editor’s Notes:

  • Black & Veatch has been involved in the WKEP project since 2020, performing due diligence review of the conceptual and updated designs as well as project cost estimates, supporting development of the technical design guidelines and performance testing requirements for the EPC contract. The company also supported AES Clean Energy during its power purchase agreement negotiations with Kaua‘i Island Utility Cooperative.
  • In the pumped storage plant, the pumps and turbine generator are separate and designed to store enough energy in the Pu‘u ‘Ōpae Reservoir to allow the Mānā Powerhouse to run for 12 hours during the peak demand hours.
  • Pu‘u ‘Ōpae Reservoir is the middle reservoir in a series of three. Pu‘u Lua Reservoir is used to store water as a buffer to provide a steady supply of water for the system and offers recreational fishing access for residents. Water is also delivered to the Pu‘u ‘Ōpae Reservoir through a 4 MW Pelton turbine from the Pu‘u Moe divide diversion structure between Pu‘u Lua and Pu‘u ‘Ōpae.
  • Download a simple schematic of the project.

About Black & Veatch

Black & Veatch is an employee-owned global engineering, procurement, consulting and construction company with a more than 100-year track record of innovation in sustainable infrastructure. Since 1915, we have helped our clients improve the lives of people around the world by addressing the resilience and reliability of our most important infrastructure assets. Our revenues in 2020 exceeded US$3.0 billion. Follow us on www.bv.com and on social media.


Contacts

MELINA VISSAT | +1 303-256-4065 P | +1 617-595-8009 M | This email address is being protected from spambots. You need JavaScript enabled to view it.
24-HOUR MEDIA HOTLINE | +1 866-496-9149

DUBLIN--(BUSINESS WIRE)--The "Barite Market Size, Share & Trends Analysis Report By Application (Oil & Gas, Chemicals, Fillers), By Region (North America, Europe, Asia Pacific, Central & South America, MEA), And Segment Forecasts, 2021-2028" report has been added to ResearchAndMarkets.com's offering.


The global barite market size is expected to reach 1.59 billion by 2028 and is expected to expand at a CAGR of 3.7% from 2021 to 2028.

Rising investments in increasing offshore explorations in the oil and gas industry are anticipated to augment the market growth over the forecast period.

Barite is a naturally occurring barium-based mineral. It is found in hydrothermal ore veins, sedimentary rocks like limestone, clay deposits, marine deposits, and cavities in igneous rock. According to the USGS, its global mine production was 7,500 kilotons in 2020 down from 8,870 kilotons in 2019 owing to the COVID-19 pandemic. China and India are the leading producers of barite.

The oil and gas application segment accounted for the largest revenue share in 2020 as barite is mainly used as a weighting agent in formulating drilling mud. Investments in new offshore exploration projects are anticipated to benefit the market growth. For instance, in January 2021, Egypt announced to invest USD 1.4 billion in exploring oil and gas at nine new sites. The country's Ministry of Petroleum and Mineral Resources expects to drill 23 new wells across the Mediterranean and Red Sea.

The Middle East and Africa held the second-largest revenue share in 2020. Investments in oil and gas projects of the region are expected to boost the product demand.

For instance, in June 2021, the Nigerian Content Development and Monitoring Board (NCDMB) approved four firms: Nishan Industries Limited, Delta Prospectors Limited, Ana Industries Limited, and Bakers Hughes Company Limited for supplying barite required for any drilling project in the Nigerian oil and gas industry.

The market is competitive with the growing interest of players in barite projects. For instance, in July 2021, Apollo Gold & Silver Corp. acquired 100% interest in the Waterloo Silver-Barite project from Pan American Minerals, Inc. The project is located in San Bernadino County California, U.S.

Barite Market Report Highlights

  • By application, the chemicals segment is anticipated to expand at the fastest CAGR of 4.6%, in terms of revenue, over the forecast period. Barite is extensively used in producing barium compounds, which are further employed in different end-use industries, such as paper, rubber, leather, ceramics, and glass
  • Barite is an excellent substitute for expensive materials used in paints and coatings. It is an excellent replacement for filler materials, such as crypton, titanium dioxide, and basofor
  • Asia Pacific is expected to register the fastest revenue-based CAGR over the forecast period. Growing investments in the exploration of oil and gas in different countries of the region are expected to augment the product demand over the forecast period
  • In 2020, the emergence of the COVID-19 pandemic had a significant impact on barite demand since oil companies were devastated by excess supply and decreased demand

Key Topics Covered:

Chapter 1. Methodology and Scope

Chapter 2. Executive Summary

Chapter 3. Barite Market Variables, Trends & Scope

Chapter 4. Barite Market: Application Outlook Estimates & Forecasts

Chapter 5. Barite Market Regional Outlook Estimates & Forecasts

Chapter 6. Competitive Analysis

Chapter 7. Company Profiles

  • Anglo Pacific Minerals Ltd.
  • Ashapura Group
  • CIMBAR Performance Minerals
  • Demeter O&G Supplies Sdn Bhd
  • Excalibur Minerals LLC
  • International Earth Products LLC
  • P & S Barite Mining Co., Ltd.
  • PVS Chemicals
  • Schlumberger Limited
  • The Andhra Pradesh Mineral Development Corporation Ltd.
  • Zhashui Barite Mining Co., Ltd.

For more information about this report visit https://www.researchandmarkets.com/r/ivbegd


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VISTA, Calif.--(BUSINESS WIRE)--$FLUX #GSE--Flux Power Holdings, Inc. (“Flux Power”) (NASDAQ: FLUX), a developer of advanced lithium-ion battery packs for commercial and industrial equipment, today announced that its financial results for the First Quarter, Fiscal Year 2022 (Q1’22) will be released before the market opens on Friday, November 12, 2021.


Flux Power will host a conference call later that day at 4:30 PM Eastern Time where CEO Ron Dutt & CFO Chuck Scheiwe will discuss the financial results and provide a company update.

Investors and analysts interested in joining the call are invited to dial (833) 428-8374 or (270) 240-0543 for international callers. The conference ID is 2915539. A recording of the conference call will be uploaded to the Flux Power website once it is available.

About Flux Power Holdings, Inc. (www.fluxpower.com)

Flux Power designs, develops, manufactures, and sells advanced lithium-ion energy storage solutions for lift trucks, and other industrial equipment including airport ground support equipment (GSE), solar energy storage, and other commercial applications. Our “LiFT Pack” battery packs, including our proprietary battery management system (BMS) and telemetry, provide our customers with a better performing, lower cost of ownership, and more environmentally friendly alternative, in many instances, to traditional lead acid and propane-based solutions.

Flux, Flux Power, and associated logos are trademarks of Flux Power Holdings, Inc. All other third-party brands, products, trademarks, or registered marks are the property of and used to identify the products or services of their respective owners.

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  • The Metals Company has successfully concluded Environmental Expedition 5C, the latest campaign in its $75 million multi-year deep-sea research program to establish a rigorous environmental baseline and characterize the potential impacts of the Company’s proposed nodule collection operations
  • In collaboration with Maersk Supply Services and researchers from the University of Hawaii, Texas A&M University and the Japan Agency for Marine-Earth Science and Technology (JAMSTEC), the Company achieved a world first by successfully sampling pelagic biota at depths of 4,000 meters, marking the first deep MOCNESS net tow in the Eastern Tropical Pacific Ocean
  • Facing six-meter swells at times, the team endured significant challenges to successfully complete 100% of the work program on schedule and with an untarnished safety record

NEW YORK--(BUSINESS WIRE)--The Metals Company, (NASDAQ: TMC) (the “Company” or “TMC”), an explorer of lower-impact battery metals from seafloor polymetallic nodules, today announced the conclusion of its Environmental Expedition 5C, which focused on the biological communities, organic flux and food web structure from the ocean surface to the benthic boundary layer just above the abyssal seafloor. Researchers on board achieved a world-first by conducting the deepest pelagic biota sampling at depths down to 4,000 meters in the Eastern Tropical Pacific. The Company’s fourth environmental research campaign this year, Expedition 5C forms part of its $75 million multi-year deep-sea research program to establish a rigorous environmental baseline and characterize the potential impacts of TMC’s proposed nodule collection operations. These latest insights build upon the baseline dataset collected on the Company’s NORI-D block, sponsored by the Republic of Nauru.



Researchers from the University of Hawaii employed a range of technologies including a 10m2 MOCNESS system (Multiple Opening/Closing Net and Environmental Sensing), comprising a series of nets with varying mesh sizes that open and close at controlled depths in the water column to capture a profile of biological communities at each depth layer. In collaboration with Maersk Supply Services, the team was able to trigger these nets to retrieve biological samples at a depth of 4,000 meters providing a glimpse into the deep-sea communities that may inhabit the dark, high-pressure regions of the Clarion Clipperton Zone (CCZ) where the Company’s nodule collector system test will take place.

We hear the call for further research into the impact of collecting deep-sea nodules and since 2011 we have been doing just that,” said Gerard Barron, Chairman and CEO of The Metals Company. “I am immensely proud of the contribution we are making to society’s knowledge of the deep-sea and that, since COVID first impacted us all in early 2020, we have been able to complete nine environmental research campaigns in collaboration with the world’s leading ocean research institutions.”

Alongside the MOCNESS system, researchers leveraged hydrographic rosettes to determine the physical properties of the water column, generating insights into local salinity, temperature, oxygen, turbidity, nutrient profiles and trace metal content, which will help characterise the inter-relationships between the physical environment from the surface to the abyssal depths, and the animals that live there.

Facing rough seas with swells as high as six meters, both the logistics and research teams overcame significant challenges to complete the scope of the work program on time and without any accidents or incidents. Mobilization of Environmental Expedition 5E, the company’s fifth and final research campaign of 2021, has now commenced and is expected to be completed before the new year. Expedition 5E will mark the completion of the offshore campaigns that will form the basis of the Company’s environmental baseline work.

Planet’s Largest Known Source of Battery Metals

As countries invest in large-scale clean energy transition programs and begin to phase out internal combustion engines, hundreds of millions of tons of critical battery metals including nickel, cobalt, copper and manganese will be needed to decarbonize the world’s energy and transport systems. In the U.S., the Biden Administration recently elevated nickel to ‘critical’ status — singling it out as one of three battery metals deemed ‘most critical’ to US interests.

TMC’s NORI-D nodule project – recently ranked as the #1 nickel project in the world by Mining.com — is the first in the Company’s project development pipeline. In January, The Metals Company published an upward revision to the nodule resource converted from inferred to indicated category within the NORI-D area held by its subsidiary, Nauru Ocean Resources Inc., (NORI), improving resource confidence from inferred to indicated status. Resource tonnage was increased by 7% over the reported area from 320Mt inferred to 341Mt indicated. The estimated in situ resource on the seafloor in the exploration contract areas held by TMC’s subsidiaries is sufficient for 280 million electric vehicles – roughly the entire U.S. passenger vehicle fleet. The development of this resource offers an abundant, low-cost supply of critical raw materials for EV batteries and wiring with an expected lower lifecycle ESG impact than conventional land-based mining.

About The Metals Company

TMC the metals company Inc. (The Metals Company) is an explorer of lower-impact battery metals from seafloor polymetallic nodules, on a dual mission: (1) supply metals for the clean energy transition with the least possible negative environmental and social impact and (2) accelerate the transition to a circular metal economy. The company through its subsidiaries holds exploration rights to three polymetallic nodule contract areas in the Clarion Clipperton Zone of the Pacific Ocean regulated by the International Seabed Authority and sponsored by the governments of Nauru, Kiribati and the Kingdom of Tonga. More information is available at www.metals.co.

Forward Looking Statements

Certain statements made in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The forward-looking statements contained in this press release include, without limitation, TMC’s expectations with respect to the success of its research campaign Environmental Expedition 5C, the results or outcomes of the campaigns and expeditions and the data generated during Environmental Expedition 5C respectively. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside TMC’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: regulatory uncertainties and the impact of government regulation and political instability on TMC’s resource activities; changes to any of the laws, rules, regulations or policies to which TMC is subject; the impact of extensive and costly environmental requirements on TMC’s operations; environmental liabilities; the impact of polymetallic nodule collection on biodiversity in the CCZ and recovery rates of impacted ecosystems; TMC’s ability to develop minerals in sufficient grade or quantities to justify commercial operations; the lack of development of seafloor polymetallic nodule deposit; uncertainty in the estimates for mineral resource calculations from certain contract areas and for the grade and quality of polymetallic nodule deposits; risks associated with natural hazards; uncertainty with respect to the specialized treatment and processing of polymetallic nodules that TMC may recover; risks associated with collective, development and processing operations; fluctuations in transportation costs; testing and manufacturing of equipment; risks associated with TMC’s limited operating history; the impact of the COVID-19 pandemic; risks associated with TMC’s intellectual property; and other risks and uncertainties indicated from time to time in the final prospectus and definitive proxy statement, dated and filed with the SEC on August 12, 2021 relating to the recently completed business combination, including those under “Risk Factors” therein, and in TMC’s other future filings with the SEC. TMC cautions that the foregoing list of factors is not exclusive. TMC cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. TMC does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based except as required by law.


Contacts

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MINNEAPOLIS--(BUSINESS WIRE)--Northern Oil and Gas, Inc. (NYSE American: NOG) (the “Company”) today announced that it intends to offer for sale (the “Offering”) in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers, $200.0 million in aggregate principal amount of additional 8.125% senior notes due 2028 (the “Additional Notes”). The Additional Notes will be issued under the same indenture as the notes issued by the Company on February 18, 2021 (the “Existing Notes”) and will form a part of the same series of notes as the Existing Notes.


The Company intends to use the net proceeds from the Offering to repay a portion of the outstanding borrowings under its revolving credit facility.

The Additional Notes to be offered will not be registered under the Securities Act or under any state or other securities laws, and the Additional Notes will be issued pursuant to an exemption therefrom, and may not be offered or sold within the United States, or to or for the account or benefit of any U.S. Person, absent registration or an applicable exemption from registration requirements.

The Additional Notes are being offered only to persons who are either reasonably believed to be “qualified institutional buyers” under Rule 144A or who are non-“U.S. persons” under Regulation S as defined under applicable securities laws.

This press release does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities, 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.

ABOUT NORTHERN OIL AND GAS

Northern Oil and Gas, Inc. is a company with a primary strategy of investing in non-operated minority working and mineral interests in oil & gas properties, with a core area of focus in the premier basins within the United States.

SAFE HARBOR

This press release contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act and the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts included in this press release, are forward-looking statements, including, but not limited to, statements regarding the Company’s plans to issue the Additional Notes and the anticipated use of the net proceeds from the Offering. When used in this press release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about actual or potential future production and sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company’s control) that could cause actual results to differ materially from those set forth in the forward looking statements, including the following: changes in crude oil and natural gas prices, the pace of drilling and completions activity on the Company’s properties and properties pending acquisition, the effects of the COVID-19 pandemic and related economic slowdown, the Company’s ability to acquire additional development opportunities, changes in the Company’s reserves estimates or the value thereof, general economic or industry conditions, nationally and/or in the communities in which the Company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, the Company’s ability to consummate any pending acquisition transactions, other risks and uncertainties related to the closing of pending acquisition transactions, the Company’s ability to raise or access capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, and other economic, competitive, governmental, regulatory and technical factors affecting the Company’s operations, products, services and prices. Additional information concerning potential factors that could affect future financial results is included in the section entitled “Item 1A. Risk Factors” and other sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, as updated from time to time in amendments and subsequent reports filed with the SEC, which describe factors that could cause the Company’s actual results to differ from those set forth in the forward-looking statements.

The Company has based these forward-looking statements on its current expectations and assumptions about future events. While 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 Company’s control. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as may be required by applicable law or regulation, the Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.


Contacts

Mike Kelly, CFA
Chief Strategy Officer
(952) 476-9800
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BOSTON--(BUSINESS WIRE)--SES Holdings Pte. Ltd. (“SES”), a global leader in the development and initial production of high-performance hybrid lithium-metal (Li-Metal) rechargeable batteries for electric vehicles (EVs) and other applications, today announced that it will present at the Baird 2021 Global Industrial Conference. Members of management will present on Thursday, November 11, at 8:30 am ET. A webcast of the event will be available at the link HERE.

In July 2021, SES announced plans to list on the New York Stock Exchange (NYSE) through a merger with Ivanhoe Capital Acquisition Corp. (NYSE: IVAN) (“Ivanhoe”). Upon the closing of the transaction, the combined company will be listed on the NYSE under the new ticker symbol “SES.”

About SES

SES is a global leader in development and initial production of high-performance Li-Metal rechargeable batteries for electric vehicles (EVs) and other applications. Founded in 2012, SES is an integrated Li-Metal battery manufacturer with strong capabilities in material, cell, module, AI-powered safety algorithms and recycling. Formerly known as SolidEnergy Systems, SES is headquartered in Singapore and has operations in Boston, Shanghai and Seoul.

About Ivanhoe Capital Acquisition Corp.

Ivanhoe Capital Acquisition Corp. (NYSE: IVAN) is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Ivanhoe was formed to seek a target in industries related to the paradigm shift away from fossil fuels towards the electrification of industry and society.

Forward-Looking Statements

All statements other than statements of historical facts contained in this communication are “forward-looking statements.” Forward-looking statements can generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” and other similar expressions that predict or indicate future events or events or trends that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics, projections of market opportunity and market share. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of SES's and Ivanhoe's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of SES and Ivanhoe. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination or that the approval of the shareholders of SES or Ivanhoe is not obtained; the failure to realize the anticipated benefits of the business combination; risks relating to the uncertainty of the projected financial information with respect to SES; risks related to the development and commercialization of SES's battery technology and the timing and achievement of expected business milestones; the effects of competition on SES's business; the risk that the business combination disrupts current plans and operations of Ivanhoe and SES as a result of the announcement and consummation of the business combination; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; risks relating SES’s history of no revenues and net losses; the risk that SES’s joint development agreements and other strategic alliances could be unsuccessful; risks relating to delays in the design, manufacture, regulatory approval and launch of SES’s battery cells; the risk that SES may not establish supply relationships for necessary components or pay components that are more expensive than anticipated; risks relating to competition and rapid change in the electric vehicle battery market; safety risks posed by certain components of SES’s batteries; risks relating to machinery used in the production of SES’s batteries; risks relating to the willingness of commercial vehicle and specialty vehicle operators and consumers to adopt electric vehicles; risks relating to SES’s intellectual property portfolio; the amount of redemption requests made by Ivanhoe's public shareholders; the ability of Ivanhoe or the combined company to issue equity or equity-linked securities or obtain debt financing in connection with the business combination or in the future and those factors discussed in Ivanhoe's Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2021, under the heading "Risk Factors," and other documents of Ivanhoe filed, or to be filed, with the SEC relating to the business combination. If any of these risks materialize or Ivanhoe's or SES's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Ivanhoe nor SES presently know or that Ivanhoe and SES currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Ivanhoe's and SES's expectations, plans or forecasts of future events and views only as of the date of this communication. Ivanhoe and SES anticipate that subsequent events and developments will cause Ivanhoe's and SES's assessments to change. However, while Ivanhoe and SES may elect to update these forward-looking statements at some point in the future, Ivanhoe and SES specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Ivanhoe's and SES's assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Additional Information

This communication relates to the proposed business combination between Ivanhoe and SES. This communication does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Ivanhoe has filed a Registration Statement on Form S-4 with the SEC, which includes a document that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus, and which has not yet become effective. A proxy statement/prospectus will be sent to all Ivanhoe shareholders. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Ivanhoe will also file other documents regarding the proposed business combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF IVANHOE ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Ivanhoe through the website maintained by the SEC at www.sec.gov. The documents filed by Ivanhoe with the SEC also may be obtained free of charge upon written request to Ivanhoe Capital Acquisition Corp., 1177 Avenue of the Americas, 5th Floor, New York, New York 10036.

Participants in the Solicitation

Ivanhoe, SES and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Ivanhoe’s shareholders in connection with the proposed business combination. You can find information about Ivanhoe’s directors and executive officers and their interest in Ivanhoe can be found in Ivanhoe’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 31, 2021. A list of the names of the directors, executive officers, other members of management and employees of Ivanhoe and SES, as well as information regarding their interests in the business combination, are contained in the Registration Statement on Form S-4 filed with the SEC by Ivanhoe. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC. You may obtain free copies of these documents from the sources indicated above.


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HOUSTON--(BUSINESS WIRE)--ECA MARCELLUS TRUST I (OTC Pink: ECTM) announced today that the Trust’s distribution for the quarter ended September 30, 2021 will be $0.076 per unit, which is expected to be distributed on or before November 30, 2021 to holders of record as of the close of business on November 19, 2021.

As previously disclosed, commencing with the distribution to unitholders paid in the first quarter of 2019, the Trustee has withheld, and in the future intends to withhold, the greater of $90,000 or 10% of the funds otherwise available for distribution each quarter to gradually build a cash reserve of approximately $1,800,000. This cash is reserved to pay or provide for the payment of future known, anticipated or contingent expenses or liabilities of the Trust. The Trustee may increase or decrease the targeted amount at any time and may increase or decrease the rate at which it is withholding funds to build the cash reserve at any time, without advance notice to the unitholders. Cash held in reserve will be invested as required by the trust agreement. Any cash reserved in excess of the amount necessary to pay or provide for the payment of future known, anticipated or contingent expenses or liabilities of the Trust eventually will be distributed to unitholders, together with interest earned on the funds. The Trustee has elected to withhold approximately $149,000 from funds otherwise available for distribution this quarter.

The Trust was formed to own royalty interests in natural gas properties now held by Greylock Energy LLC, and certain of its wholly owned subsidiaries (“Greylock”) in the Marcellus Shale formation in Greene County, Pennsylvania. The Trust is entitled to receive certain amounts of the proceeds attributable to Greylock’s interest in the sale of production from the properties. As described in the Trust's filings, the amount of the quarterly distributions is expected to fluctuate from quarter to quarter, depending on the proceeds received by the Trust as a result of production and natural gas prices and the amount of the Trust's administrative expenses, among other factors. The amount of proceeds received or expected to be received by the Trust (and its ability to pay distributions) has been and will continue to be directly affected by the volatility in commodity prices, which declined during 2020 primarily attributable to the economic effects of the COVID-19 pandemic and could remain low for an extended period of time. Continued low natural gas prices will reduce proceeds to which the Trust is entitled, which will reduce the amount of cash available for distribution to unitholders and in certain periods could result in no distributions to unitholders.

Pursuant to IRC Section 1446, withholding tax on income effectively connected to a United States trade or business allocated to non-U.S. persons (“ECI”) should be made at the highest marginal rate. Under Section 1441, withholding tax on fixed, determinable, annual, periodic income from United States sources allocated to non-U.S. persons should be made at a 30% rate unless the rate is reduced by treaty. This release is intended to be a qualified notice to nominees and brokers as provided for under Treasury Regulation Section 1.1446-4(b) by ECA Marcellus Trust I, and while specific relief is not specified for Section 1441 income, this disclosure is intended to suffice. For distributions made to non-U.S. persons, nominees and brokers should withhold at the highest marginal rate.

This press release contains statements that are "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. All statements contained in this press release, other than statements of historical facts, are "forward-looking statements" for purposes of these provisions. These forward-looking statements include the amount and date of any anticipated distribution to unit holders. The anticipated distribution is based, in part, on the amount of cash received or expected to be received by the Trust from Greylock with respect to the relevant quarterly period. Any differences in actual cash receipts by the Trust could affect this distributable amount. Other important factors that could cause actual results to differ materially include expenses of the Trust and reserves for anticipated future expenses and the effect, impact, potential duration or other implications of the COVID-19 pandemic. Statements made in this press release are qualified by the cautionary statements made in this press release. Neither Greylock nor the Trustee intends, and neither assumes any obligation, to update any of the statements included in this press release. An investment in Common Units issued by ECA Marcellus Trust I is subject to the risks described in the Trust's Annual Report on Form 10-K for the year ended December 31, 2020, and all of its other filings with the Securities and Exchange Commission. The Trust's annual, quarterly and other filed reports are or will be available over the Internet at the SEC's web site at http://www.sec.gov.


Contacts

ECA Marcellus Trust I
The Bank of New York Mellon Trust Company, N.A., as Trustee
Sarah Newell
1(512) 236-6555

Company to Report Q3 2021 Results on November 15, 2021

BOSTON--(BUSINESS WIRE)--Advent Technologies Holdings, Inc. (NASDAQ: ADN) (“Advent” or the “Company”), an innovation-driven leader in the fuel cell and hydrogen technology space, today announced that it will release its financial results for the third quarter ended September 30, 2021 on Monday, November 15, 2021 and will host a conference call the same day at 9:00 AM ET to discuss its results.


To access the call please dial (833) 952-1516 from the United States, or (236) 714-2129 from outside the U.S. The conference call I.D. number is 6371418. Participants should dial in 5 to 10 minutes before the scheduled time.

A replay of the call can also be accessed via phone through November 29, 2021, by dialing (800) 585-8367 from the U.S., or (416) 621-4642 from outside the U.S. The conference I.D. number is 6371418.

About Advent Technologies Holdings, Inc.

Advent Technologies Holdings, Inc. is a U.S. corporation that develops, manufactures, and assembles complete fuel cell systems, and the critical components for fuel cells in the renewable energy sector. Advent is headquartered in Boston, Massachusetts, with offices in California, Greece, Denmark, Germany, and the Philippines. With more than 100 patents issued for its fuel cell technology, Advent holds the IP for next-generation HT-PEM that enable various fuels to function at high temperatures under extreme conditions – offering a flexible “Any Fuel. Anywhere.” option for the automotive, aviation, defense, oil and gas, marine, and power generation sectors. For more information, visit www.advent.energy.

Cautionary Note Regarding Forward-Looking Statements

This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the Company’s ability to realize the benefits from the business combination; the Company’s ability to maintain the listing of the Company’s common stock on Nasdaq; future financial performance; public securities’ potential liquidity and trading; impact from the outcome of any known and unknown litigation; ability to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; expectations regarding future expenditures; future mix of revenue and effect on gross margins; attraction and retention of qualified directors, officers, employees and key personnel; ability to compete effectively in a competitive industry; ability to protect and enhance our corporate reputation and brand; expectations concerning our relationships and actions with our technology partners and other third parties; impact from future regulatory, judicial and legislative changes to the industry; ability to locate and acquire complementary technologies or services and integrate those into the Company’s business; future arrangements with, or investments in, other entities or associations; and intense competition and competitive pressure from other companies worldwide in the industries in which the Company will operate; and the risks identified under the heading “Risk Factors” in our Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on May 20, 2021, as well as the other information we file with the SEC. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and we undertake no obligation to update or revise any of these statements. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.


Contacts

Advent Technologies Holdings, Inc.
Elisabeth Maragoula
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Sloane & Company
James Goldfarb / Emily Mohr
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HOUSTON--(BUSINESS WIRE)--Phillips 66 (NYSE: PSX) announced today it plans to convert its Alliance Refinery in Belle Chasse, La., to a terminal facility. The conversion is expected to take place in 2022.


We made this decision after exploring several options and considering the investment needed to repair the refinery following Hurricane Ida,” said Greg Garland, Chairman and CEO of Phillips 66. “Alliance’s existing infrastructure and Gulf Coast location make it an attractive midstream asset. Phillips 66 will continue to be a major refiner with 12 facilities in the U.S. and Europe.”

The Alliance Refinery employs approximately 500 employees and 400 contractors.

Our decision was a difficult one, and we understand it has a profound impact on our employees, contractors and the broader Belle Chasse community,” Garland said. “We will work to help them through this transition and support them as Alliance takes on a new role in our portfolio.”

About Phillips 66
Phillips 66 is a diversified energy manufacturing and logistics company. With a portfolio of Midstream, Chemicals, Refining, and Marketing and Specialties businesses, the company processes, transports, stores and markets fuels and products globally. Headquartered in Houston, the company has 14,100 employees committed to safety and operating excellence. Phillips 66 had $56 billion of assets as of Sept. 30, 2021. For more information, visit www.phillips66.com or follow us on Twitter @Phillips66Co.


Contacts

Jeff Dietert (investors)
832-765-2297
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Shannon Holy (investors)
832-765-2297
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Thaddeus Herrick (media)
855-841-2368
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TORONTO--(BUSINESS WIRE)--Further to its press release dated October 5, 2021, Buzz Capital 2 Inc. (TSX-V:BUZH.P) (the “Corporation” or “Buzz2”) is pleased to provide further details of its proposed qualifying transaction (the “Proposed Transaction”) with Heliene Inc. (“Heliene”).


Heliene, an Ontario private company incorporated under the Business Corporations Act (Ontario) and based in Sault Ste. Marie, is one of North America’s fastest-growing domestic module manufacturers serving the utility-scale, commercial, and residential markets. With an in-house logistics team and remarkably responsive support staff, Heliene delivers competitively priced, high performance solar modules precisely when and where customers need them to accelerate North America's clean energy transition. Founded in 2010, Heliene consistently ranks as a Bloomberg New Energy Finance Tier 1 module manufacturer and has production facilities located in Canada, Minnesota and Florida. Further information on Heliene may be found on its website at: https://heliene.com.

THE PROPOSED TRANSACTION

On October 1, 2021, the Corporation entered into a non-binding letter of intent with Heliene setting forth the principal terms upon which the Corporation shall acquire all of the issued and outstanding shares in the capital of Heliene (the “Heliene Shares”) by way of amalgamation, carried out pursuant to a business combination agreement to be entered into among the parties (the “Definitive Agreement”). It is intended that the Proposed Transaction will constitute a reverse take-over of the Corporation by Heliene inasmuch as the former shareholders of Heliene will own, assuming completion of the Concurrent Financing (as defined below) for minimum gross proceeds of $35,000,000, 69.17% of the then outstanding non-diluted common shares in the capital of the Corporation (the “Buzz2 Shares”) and 98.81% together with the subscribers in the Concurrent Financing. The Corporation following the completion of the Proposed Transaction is herein referred to as the “Resulting Issuer”.

The Proposed Transaction will constitute the “Qualifying Transaction” of the Corporation as such term is defined in Policy 2.4 – Capital Pool Companies (the “CPC Policy”) of the TSX Venture Exchange (the “Exchange”) and it is anticipated that the Buzz2 Shares will trade under the stock symbol “HELN”, subject to Exchange approval.

To the knowledge of the directors and executive officers of the Corporation, the only persons who currently beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the Heliene Shares are as follows: (i) Mr. Denis Turcotte, an individual resident in Toronto, Ontario who currently owns approximately 44.57% of the outstanding Heliene Shares individually and through Northern Lights Trust, an entity beneficially owned and controlled by Mr. Turcotte; (ii) Mr. Martin Pochtaruk, an individual resident in Sault Ste. Marie, Ontario who currently has voting control over approximately 55.43% of the outstanding Heliene Shares individually and through 2208843 Ontario Limited, a corporation beneficially owned and controlled by Mr. Pochtaruk.

On or immediately prior to the closing of the Proposed Transaction, the Corporation will consolidate its outstanding share capital (the “Consolidation”) on the basis of 1 new Buzz2 Share for each 5.8714 existing Buzz2 Shares. There are currently 8,220,000 Buzz2 Shares outstanding which will result in 1,400,000 post-Consolidation Buzz2 Shares issued and outstanding. The Consolidation will also affect the holders of the Corporation’s outstanding warrants and options, as described below, on the same basis.

Prior to the closing of the Proposed Transaction, Heliene will split its outstanding share capital (the “Split”) on the basis of 2,189.828 Heliene Shares for each of 1 existing Heliene Share and there will be 79,381,265 Heliene Shares outstanding at such time (prior to the issuance of 2,296,080 Lender Shares (as defined below)).

In connection with the Proposed Transaction, the Corporation will continue into Ontario as a corporation existing under the Business Corporations Act (Ontario) (the “OBCA”) and will incorporate a wholly-owned subsidiary under the OBCA which will amalgamate with Heliene to form a new amalgamated corporation which will subsequently amalgamate with the Corporation to form the Resulting Issuer. In connection with the amalgamations, holders of Heliene Shares (including prior holders of subscription receipts purchased in the Concurrent Financing) will ultimately receive one Resulting Issuer Share in exchange for each Heliene Share held.

Following the completion of the Proposed Transaction, the Consolidation, the Split and the Concurrent Financing (collectively, the “Transactions”), there will be approximately 118,077,345 common shares of the Resulting Issuer (“Resulting Issuer Shares”) outstanding assuming completion of the Concurrent Financing for gross proceeds of $35,000,000 (or 128,077,345 Resulting Issuer Shares outstanding assuming completion of the Concurrent Financing for gross proceeds of $45,000,000).

The Proposed Transaction will not constitute a “Non-Arm’s Length Qualifying Transaction” (as such term is defined by the Exchange). In addition, the Proposed Transaction is not a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the Exchange. As a result, approval of the Proposed Transactions is not required pursuant to Policy 2.4 of the Exchange or applicable securities laws. However, the Consolidation, the approval of new stock option plan for the Resulting Issuer and the appointment of the new directors of the Resulting Issuer, will require the approval of Buzz shareholders at a special meeting of meeting of Buzz shareholders to be held prior to the completion of the Proposed Transaction.

There are no finder’s fees payable to any person in connection with the Proposed Transaction.

CONCURRENT FINANCING

In conjunction with the Proposed Transaction, Heliene anticipates completing a concurrent financing of subscription receipts of Heliene (“Subscription Receipts”) at a price of $1.00 per Subscription Receipt for aggregate gross proceeds of a minimum of $35,000,000 and a maximum of $45,000,000 (the “Concurrent Financing”). Heliene will also grant the agents an option to sell such number of additional Subscription Receipts as is equal to 15% of the number of Subscription Receipts sold under the Concurrent Financing. If the agents exercise such option, the aggregate gross proceeds of the Concurrent Financing will be $51,750,000, assuming the maximum Concurrent Financing size. Each Subscription Receipt will automatically be exchanged into one unit of Heliene (each, a “Unit”) upon the satisfaction of certain escrow release conditions in accordance with the terms of a subscription receipt agreement (the “Release Conditions”), without the payment of additional consideration or the taking of further action on the part of the subscriber. Each Unit will consist of one common share of Heliene (a “Unit Share”) and one common share purchase warrant (a “Unit Warrant”). Each Unit Warrant will be exercisable to acquire one common share of Heliene at an exercise price of $1.25 for a period of 24 months from the date of the satisfaction of the Release Conditions.

Upon completion of the Proposed Transaction, each Unit Share will automatically be exchanged for one Resulting Issuer Share and each Unit Warrant will automatically be exchanged for one common share purchase warrant exercisable to acquire one Resulting Issuer Share at an exercise price of $1.25 for a period of 24 months from the date of issuance of the Unit Warrants.

In connection with the Concurrent Financing, the agents will be entitled to a cash commission (the “Commission”) equal to 7.0% of the aggregate gross proceeds raised in the Concurrent Financing, which shall be reduced to 3.5% in respect of sales of Subscription Receipts to purchasers on a president’s list and will be issued non-transferrable agent options (each, an “Agent Option”) exercisable for that number of Units equal to 7.0% of the number of Subscription Receipts issued pursuant to the Concurrent Financing, which shall be reduced to 3.5% in respect of the number of Subscription Receipts issued to purchasers on a president’s list, at a price of $1.00 per Unit for a period of 24 months from the date of satisfaction of the Release Conditions. In connection with the closing of the Proposed Transaction, the Agent Options will be exchanged for options of the Resulting Issuer on equivalent terms.

In connection with the Concurrent Financing, Heliene has entered into an engagement letter dated September 29, 2021 with Stifel GMP, Roth Canada ULC and Echelon Wealth Partners Inc. as lead agents and bookrunners.

The following table summarizes the proposed pro forma capitalization of the Resulting Issuer following completion of the Proposed Transaction, the Consolidation, the Split and the Concurrent Financing:

 

Assuming the Minimum Concurrent Financing
Amount ($35,000,000)

Assuming the Maximum Concurrent Financing
Amount ($45,000,000)

Designation of Security

Number

Percentage
(undiluted)

Percentage
(fully-diluted)

Number

Percentage
(undiluted)

Percentage
(fully-diluted)

Resulting Issuer Shares

 

 

 

 

 

 

Shares Issued

 

 

 

 

 

 

Buzz2 Shares

1,400,000

1.19%

0.89%

1,400,000

1.09%

0.78%

Heliene Shares

79,381,265

67.23%

50.20%

79,381,265

61.98%

44.22%

Issued to Investors in the
Concurrent Financing

35,000,000

29.64%

22.14

45,000,000

35.14%

25.07%

Lender Shares(1)

2,296,080

1.94%

1.45

2,296,080

1.79%

1.28%

Subtotals

118,077,345

100%

74.68%

128,077,345

100%

71.35%

Reserved for issuance under the:

 

 

 

 

 

 

Buzz2 Options

139,660

n/a

0.09%

139,660

n/a

0.08%

Agent Options (as defined
below) issued pursuant to the
Concurrent Financing(2)

4,900,000

n/a

3.10%

6,300,000

n/a

3.51%

Warrants issued pursuant to
the Concurrent Financing

35,000,000

n/a

22.14%

45,000,000

n/a

25.07%

Total (fully-diluted)

158,117,005

 

100%

179,517,005

 

100%

Notes:

 

(1)

 

Pursuant to the terms of a credit agreement, Heliene has agreed to issue immediately prior to completion of the Proposed Transaction such 2,296,080 common shares of Heliene (on a post-Split basis) to Cortland Credit Group Inc. (the “Lender Shares”).

(2)

 

It is anticipated that the agents in the Concurrent Financing will be issued agent options (each, a “Agent Option”), exercisable to purchase that number of units of Heliene equal to 7.0% of the number of subscription receipts issued pursuant to the Concurrent Financing, reduced to 3.5% in respect of the number of subscription receipts issued to purchasers on a president’s list. Each unit of Heliene will consist of one Heliene Share and one Warrant, to be exchanged for equivalent units of the Resulting Issuer following completion of the Proposed Transaction. These figures include: (i) the Resulting Issuer Shares partially comprising the units issuable upon the exercise of the Agent Options; and (ii) the Resulting Issuer Shares issuable upon exercise of the Warrants underlying the Agent Options.

SELECTED FINANCIAL STATEMENT INFORMATION

The following tables present selected financial statement information on the financial condition and results of operations for the Corporation and Heliene. Such information is derived from the unaudited financial statements of Heliene for the period ended December 31, 2020 and the audited financial statements of the Corporation for the year ended December 31, 2020. The information provided herein should be read in conjunction with the financial statements of Heliene for the period ended December 31, 2020, which will subsequently be audited and which have been prepared in accordance with IFRS, and which will be filed on SEDAR when the Corporation files its Filing Statement with respect to the Proposed Transaction. The Corporation’s financial statements have been filed on SEDAR.

 

Heliene
December 31, 2020
(audited)
(Expressed in thousands of
USD)

Buzz2
December 31, 2020
(audited)
(CAD)

Revenue

$67,408

 

$0

 

Expenses

$6,846

 

$46,317

 

Gross profit

$6,265

 

$0

 

Net income (loss)

$(581

)

$(46,317

)

Total assets

$25,340

 

$400,971

 

Total liabilities

$58,331

 

$4,588

 

Shareholders’ Equity

$25,340

 

$396,383

 

PROPOSED MANAGEMENT AND DIRECTORS OF THE RESULTING ISSUER

It is the intention of the Corporation and Heliene to establish and maintain a board of directors of the Resulting Issuer with a combination of appropriate skill sets that is compliant with all regulatory and corporate governance requirements, including any applicable independence requirements. Upon completion of the Proposed Transaction, the board of the Resulting Issuer is expected to be comprised of six (6) individuals. The following are brief descriptions of the proposed management and directors of the Resulting Issuer:

Martin Pochtaruk: President, Chief Executive Officer and Director. Mr. Pochtaruk has over 30 years of experience managing manufacturing and innovation businesses across Europe and America. Since founding the Company in 2010, Mr. Pochtaruk works for Heliene on a full-time basis. Prior to founding Heliene, he was the Vice President of business development at Algoma Steel Inc., a Canadian public company, where he was responsible for driving the company’s value-chain integration strategy, creating and increasing value to shareholders. Mr. Pochtaruk holds a graduate degree (Licenciatura) in Physics from the University of Buenos Aires.

Brad Simard: Chief Financial Officer and Corporate Secretary. Mr. Simard’s experience lies in the areas of finance, accounting, supply chain and management consulting. Mr. Simard also works a full-time position as the owner and operator of the TEN SPOT beauty bar and Simard Solutions. He holds a Bachelors of Mathematics (Honours) from the University of Waterloo and is also a Certified Management Accountant and Chartered Practitioner Accountant.

Gustavo Loureiro: Chief Operating Officer. Mr. Loureiro is an engineer and brings with him over 30 years of managerial and technical experience with a focus in manufacturing operations. Mr. Loureiro has worked in various capacities ranging from maintenance, production, quality and continuous improvement roles to project management in Canada, the USA, Argentina and Indonesia.

Nadeem Haque: Chief Technology Officer. Mr. Haque is an engineering & technology professional with 25+ years of experience in renewables and semiconductors. Prior to joining Heliene, Mr. Haque led the engineering of high efficiency solar, BIPV, and LCPV products and systems at Solaria Corporation. He previously led cutting edge work in the semi conductor industry, leading the design and delivery of state-of-the-art microelectronic products at LSI Logic Corporation (now BroadcomInc.).

Denis Turcotte: Chairman of the Board of Directors. Mr. Turcotte has been involved in the energy industry in various capacities for over the past 15 years. He previously acted as a director of Heliene for a collective term of 4 years and has recently been re-elected as Chairman of the Board of Directors in January 2021. Mr. Turcotte is currently the Managing Partner and Chief Operating Officer of Brookfield Asset Management, where he has worked for almost 5 years. He is also a Board Chairman for Westinghouse Electric, Gaftech International and a Lead Director of Teekay Offshore. After resigning as President and CEO of Algoma Steel Inc., he became the Principal and Chief Executive Officer of North Channel Management/Capital Partners where he worked to support organizations focusing on improving governance, elevating strategy, business planning and implementing organizational redesign and change initiatives to achieve critical objectives. Mr. Turcotte holds a Bachelor of Engineering (Mechanical) from Lakehead University and a Master of Business Administration from the Western University.

Michel Dumas: Independent Director. Mr. Dumas has over 30 years of financial experience including time with companies in the manufacture of forest products. Prior to becoming a director of Heliene, he worked as Executive Vice-President and Chief Financial Officer of Tembec Holdings Inc., a large publicly listed company with its principal place of business in Montreal and was later named to its Board of Directors.

Benjamin Duster: Independent Director. Mr. Duster has over 30 years of experience working as a director, professional advisor and partner of businesses throughout the United States. He is the founder of Cormorant IV Corporation, LLC which serves as a strategic advisory and interim executive management firm for companies undergoing or contemplating transformative change. Mr. Duster currently serves as Chairman of the Compensation Committee of Weatherford International and Chairman of the Audit Committee of Chesapeake Energy. Most recently, he served as Chief Executive Officer of the CenterLight Health System where he was responsible for the operation of the largest not-for-profit Program of All-Inclusive Care for the Elderly in the United States. Mr. Duster holds a Bachelor of Arts in Economics from Yale University, a Masters in Business Administration from Harvard University and a Juris Doctorate from Harvard University.

Daniel Shea: Independent Director. Mr. Shea has nearly 10 years of experience working as a director in the nano-technology space based on solar cells, energy and solar control. He currently serves as the Chief Executive Officer of QD Solar Inc., Chairman of the Board of 3E Nano Inc. and Principal of Uniworld Communications, which are all Ontario-based companies. Prior to his current roles, he served as Chief Operating Officer of Infobright, where he was nominated by the Chief Executive Officer of the database analytics company to address and rectify significant challenges. Mr. Shea holds a Bachelor of Applied Sciences from the University of Toronto.

Jonathan Weisz: Independent Director. Mr. Weisz has 30 years of legal experience where he worked to become partner at Torys LLP. He has vast experience representing many of North America’s most prominent energy companies and project finance lenders on a variety of transactions. Mr. Weisz currently manages the family office of Jonathan Weisz Corporation, an investment and philanthropy company in Toronto, Ontario. Mr. Weisz holds a Juris Doctorate from Osgoode Hall Law School.

Dennis Greene: Vice President, Sales and Business Development. Mr Greene has over 20 years of experience leading commercial teams on sales and business development of solar PV modules and software development and applications in the United States and internationally Mr. Greene has established a reputation for developing cohesive, customer focused, high performing sales teams while focusing on customer needs and long-term satisfaction. Mr. Greene holds a Bachelor of Science in Business and Marketing from Murray State University.

SIGNIFICANT CONDITIONS TO CLOSING

The completion of the Proposed Transaction is subject to a number of conditions, including but not limited to the entering into of the Definitive Agreement, completion of the Concurrent Financing, satisfactory due diligence reviews, approval by both boards of directors, approval of Heliene’s shareholders, obtaining necessary governmental and third-party approvals and Exchange acceptance. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

SPONSORSHIP

The Corporation has applied for a waiver from the sponsorship requirement. There is no guarantee that such waiver can be obtained.

ARM’S LENGTH QUALIFYING TRANSACTION

The control persons of Heliene are not (and their associates and affiliates are not) control persons in the Corporation. Accordingly, the acquisition by the Corporation of all the issued and outstanding shares of Heliene is not a Non-Arm’s Length Qualifying Transaction for the purposes of Exchange policies. As a result, the Proposed Transaction will not be subject to approval of the shareholders of the Corporation and therefore no meeting of the shareholders of the Corporation is required as a condition to the completion of the Proposed Transaction.

INSIDERS OF THE RESULTING ISSUER

Other than has been previously referred to in this press release, and to the knowledge of the directors and senior officers of the Corporation or Heliene, no person will become an insider of the Resulting Issuer as a result or upon completion of the Proposed Transaction.

ABOUT BUZZ CAPITAL 2 INC.

Buzz2 is a capital pool company governed by the policies of the Exchange. The principal business of Buzz2 is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements, including statements about the Corporation’s future plans and intentions and completion of the Proposed Transaction. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.


Contacts

Buzz Capital 2 Inc.
Patrick Lalonde, President and CEO
Tel.: 613-366-4242

Heliene Inc.
Annika Harper
PR Director, Antenna Group
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.


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