LONDON & PARIS & HOUSTON--(BUSINESS WIRE)--Regulatory News:

TechnipFMC (NYSE: FTI) (PARIS: FTI) today provided an update on the Share Purchase Agreement with Bpifrance Participations SA (“Bpifrance”) related to its recent separation into two industry-leading, independent, publicly traded companies – TechnipFMC and Technip Energies.

Bpifrance, a substantial shareholder of TechnipFMC since 2009, has agreed to an investment of $100 million in Technip Energies, which has been acquired from TechnipFMC’s retained stake in Technip Energies. The shares acquired by Bpifrance through this investment are in addition to those received through the dividend distribution made at the time of separation to all shareholders of TechnipFMC. The investment reflects Bpifrance’s commitment as a long-term reference shareholder of Technip Energies.

The sale of shares to Bpifrance reduced the Company’s ownership in Technip Energies to 82.3 million ordinary shares. TechnipFMC’s current stake in the new company was valued at $1.2 billion as of the market close on March 31, 2021.

Bpifrance had previously provided funding of $200 million for the purchase of Technip Energies’ shares from TechnipFMC. The Company will refund $100 million to Bpifrance as a result of their revised level of investment. The Company intends to significantly reduce its shareholding in Technip Energies over the next 18 months.

Important Information for Investors and Securityholders

Forward-looking statements

This release contains "forward-looking statements" as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. The word “intend” and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. Such forward-looking statements involve significant risks, uncertainties and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. For information regarding known material factors that could cause actual results to differ from projected results, please see our risk factors set forth in our filings with the United States Securities and Exchange Commission, which include our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.

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About TechnipFMC

TechnipFMC is a leading technology provider to the traditional and new energy industries, delivering fully integrated projects, products, and services.

With our proprietary technologies and comprehensive solutions, we are transforming our clients’ project economics, helping them unlock new possibilities to develop energy resources while reducing carbon intensity and supporting their energy transition ambitions.

Organized in two business segments – Subsea and Surface Technologies – we will continue to advance the industry with our pioneering integrated ecosystems (such as iEPCI™, iFEED™ and iComplete™), technology leadership and digital innovation.

Each of our approximately 20,000 employees is driven by a commitment to our clients’ success, and a culture of strong execution, purposeful innovation, and challenging industry conventions.

TechnipFMC uses its website as a channel of distribution of material company information. To learn more about how we are driving change in the industry, go to www.TechnipFMC.com and follow us on Twitter @TechnipFMC.

Investor relations

Matt Seinsheimer
Vice President Investor Relations
Tel: +1 281 260 3665
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James Davis
Senior Manager Investor Relations
Tel: +1 281 260 3665
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Media relations

Nicola Cameron
Vice President Corporate Communications
Tel: +44 1383 742297
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Brooke Robertson
Public Relations Director
Tel: +1 281 591 4108
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Creates Second Largest US-Listed Tanker Company by Vessel Count and Third Largest by Dwt with an Enterprise Value of Approximately $2 Billion

Significant Synergies and Efficiencies to Drive Annual Cost Savings of over $23 Million and Revenue Synergies over $9 Million

Maintains Financial Strength and One of the Lowest Leverage Ratios in the Industry

Companies to Hold Investor Conference Call at 9:00 a.m. Eastern Time (“ET”) on Wednesday, March 31, 2021

NEW YORK & GREENWICH, Conn.--(BUSINESS WIRE)--International Seaways, Inc. (NYSE: INSW) (the “Company” or “INSW”) and Diamond S Shipping Inc. (NYSE: DSSI) (“Diamond S”), two of the leading tanker companies worldwide providing energy transportation services for crude oil and petroleum products in International Flag markets, announced today that their Boards of Directors have unanimously approved a definitive merger agreement pursuant to which INSW will merge with Diamond S in a stock-for-stock transaction. Subsequent to the merger, INSW and Diamond S shareholders will own approximately 55.75% and 44.25% of the combined company, respectively, using fully diluted share counts as of March 30, 2021.

The merger of Diamond S with INSW unites two companies with long-term customer relationships, similar cultures, and complementary positions in key tanker sectors. The merger will enhance INSW’s capabilities in both the crude and product markets and create “power alleys” for INSW in the large crude -VLCC and Suezmax– and LR1/Panamax and MR markets. The merger will create the second largest US-listed tanker company by vessel count and the third largest by deadweight (“dwt”). On a pro forma basis, the combined company will have 100 vessels, shipping revenues of over $1 billion, over 2,200 employees, and an enterprise value of approximately $2 billion.

Among other benefits, INSW and Diamond S believe that the merger will achieve the following:

• Double INSW’s net asset value in an all-stock merger to create a diversified tanker company with a 100¹ vessel fleet aggregating 11.3¹ million dwt and significant footprints in the VLCC, Suezmax, LR1/Panamax and MR markets
• Accretive to INSW’s earnings and cash flow per share immediately
• Realize estimated annual cost synergies in excess of $23 million and revenue synergies of $9 million, which are expected to be fully realizable within 2022
• Enhance equity trading liquidity through a larger market capitalization; estimated pro-forma market capitalization of close to $1 billion based on INSW’s closing price of $18.36 on March 30, 2021
• Maintain significant financial strength, as INSW and Diamond S would have had a combined pro forma net leverage ratio of 42%² at year-end 2020, one of the lowest in the tanker sector and across global shipping. INSW and Diamond S also would have had robust liquidity on a pro forma combined basis, with over $300² million in cash at December 31, 2020
• Build upon best-in-class safety and Environmental, Social and Governance track records
• Enable combined company to maintain a $50 million share repurchase authorization and a quarterly dividend policy. Immediately prior to the closing of the merger, existing INSW shareholders will also receive a special dividend of $1.10 per share

Douglas Wheat, Lois Zabrocky and Jeffrey Pribor will continue to serve as the Chairman of the Board of Directors, Chief Executive Officer (“CEO”) and Chief Financial Officer of INSW, respectively, and the current CEO of Diamond S, Craig Stevenson Jr., will join the Board of Directors of INSW, and also act as a special advisor to the CEO for a 6-month period to ensure a smooth transition.

“We are excited to enter into this transformational transaction and create an industry bellwether,” said Lois Zabrocky, INSW’s President and CEO. “By bringing together two leading US-based diversified tanker owners, we expect to deliver a number of compelling strategic and financial benefits to the stakeholders and customers of both companies. Specifically, with our enhanced scale and capabilities combined with a best-in-class ESG track record, we are ideally positioned to meet the evolving needs of leading energy companies and capitalize on favorable long-term industry fundamentals. With this highly accretive merger, we also expect to realize significant cost synergies while maintaining one of the lowest net leverage ratios in global shipping and increasing our equity market capitalization and liquidity for the benefit of our shareholders. We are proud of INSW’s accomplishments since becoming a public company over four years ago and intend to continue to maintain an intense focus on preserving our financial strength and executing a balanced and accretive capital allocations strategy. In addition to the special dividend related to this compelling transaction, we remain committed to returning capital to shareholders through our share repurchase program and our quarterly dividend.”

Douglas Wheat, Chairman of INSW’s Board of Directors, said, “With this transaction, we are establishing a leading diversified tanker company with the scale, financial strength and commercial expertise to create lasting value for both shareholders and customers. We look forward to joining forces with Diamond S and continuing to meet the highest operational standards with an unwavering focus on safety and sustainability in the maritime sector. We believe the combined company is well positioned to capitalize on opportunities in both the current market environment and well into the future.”

Craig Stevenson Jr., President and CEO of Diamond S, commented, “By combining our fleet and capabilities with INSW’s world-class operations, we believe the merger will significantly benefit each company’s stakeholders as market conditions improve. Importantly, both INSW and Diamond S share a similar focus on people, safety, meeting customer expectation, maintaining balance sheet strength, and appropriately managing leverage in an inherently cyclical industry. As a long-time proponent of industry consolidation, I believe this transaction gives the combined company the scale and diversity necessary to hold the status as a leader in the tanker markets for years to come.”

Nadim Qureshi, Chairman of the Board of Directors of Diamond S, said “We are pleased to enter into a transaction that will both create near-term value for our shareholders and create a superior, scale vehicle that enables investors to gain exposure in both the crude and product tanker markets with strong fundamentals. Importantly, since the focus of the management teams of both Diamond S and INSW are similar, we see further value from synergies in the combined company. We look forward to working with the team at INSW to see the transaction through to completion and ensure a great outcome for our shareholders.”

Key Terms of the Merger

- Diamond S shareholders will receive 0.55375 shares of INSW common stock for each share of Diamond S common stock held. Based on the closing prices of INSW’s shares on March 30, 2021, the total stock consideration in the transaction has a value of approximately $416 million.

- Subsequent to the merger, INSW and Diamond S shareholders will own approximately 55.75% and 44.25% of the combined company, respectively, using fully diluted share counts as of March 30, 2021.

- INSW will assume Diamond S’ net debt, which was $565² million as of December 31, 2020.

- Immediately prior to the closing of the transaction, existing INSW shareholders will also receive a special dividend of $1.10 per share.

- Diamond S’ affiliate management agreements with Capital Ship Management (“CSM”) will be phased out over time, without interruption to the key customers being served by the vessels under CSM management.

- The merger, which is expected to close in the third quarter of 2021, is subject to the approval of the shareholders of INSW and Diamond S, regulatory approvals, and other customary closing conditions.

- The Board of Directors of INSW will comprise seven representatives of INSW and three representatives of Diamond S.

- A group of shareholders, representing approximately 14% and 29% of the issued and outstanding shares of INSW and Diamond S, respectively, has committed to vote in favor of the merger, subject to the terms and conditions contained in voting agreements reached with INSW and Diamond S.

- Following the merger, INSW will remain listed on the NYSE under the symbol “INSW”.

- INSW and Diamond S received support for the transaction from the Diamond S bank group, led by Nordea Bank Abp, Crédit Agricole Corporate and Investment Bank and Skandinaviska Enskilda Banken AB (publ), who each also form key parts of INSW’s lending group, and along with the remaining banks in the group have provided consents and agreed to amend their loan facilities.

For further information about the merger, please refer to the Registration Statement to be filed with the SEC by INSW.

Advisors

Jefferies LLC is serving as INSW’s financial advisor for the transaction with Cleary Gottlieb Steen & Hamilton LLP and Holland & Knight LLP acting as its legal advisors.

Moelis & Company LLC is serving as Diamond S’ financial advisor for the transaction, with White & Case LLP and Seward & Kissel LLP acting as its legal advisors.

Conference Call

The Company will host a conference call to discuss the transaction at 9:00 a.m. Eastern Time (“ET”) on Wednesday, March 31, 2021. To access the call, participants should dial (855) 940-9471 for domestic callers and (412) 317-5211 for international callers. Please dial in ten minutes prior to the start of the call. A live webcast of the conference call will be available from the Investor Relations section of the Company’s website at www.intlseas.com.

An audio replay of the conference call will be available starting at 12:00 p.m. ET on Wednesday, March 31, 2021 through 11:59 p.m. ET on Wednesday, April 7, 2021 by dialing (877) 344-7529 for domestic callers and (412) 317-0088 for international callers, and entering Access Code 10153838.

About International Seaways, Inc.

International Seaways, Inc. (NYSE: INSW) is one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products in International Flag markets. INSW owns and operates a fleet of 36 vessels, including 11 VLCCs, 2 Suezmaxes, 4 Aframaxes/LR2s, 13 Panamaxes/LR1s and 4 MR tankers. Through joint ventures, it has ownership interests in two floating storage and offloading service vessels. INSW has an experienced team committed to the very best operating practices and the highest levels of customer service and operational efficiency. INSW is headquartered in New York City, NY. Additional information is available at www.intlseas.com.

About Diamond S Shipping Inc.

Diamond S Shipping Inc. (NYSE: DSSI) owns and operates 64 vessels on the water, including 13 Suezmaxes, 1 Aframax and 50 MR tankers. DSSI is one of the largest energy shipping companies providing seaborne transportation of crude oil, refined petroleum and other petroleum products. The Company is headquartered in Greenwich, CT. More information about DSSI can be found at www.diamondsshipping.com.

Forward-Looking Statements

This release contains forward-looking statements. In addition, INSW or Diamond S may make or approve certain statements in future filings with the Securities and Exchange Commission (SEC), in press releases, or in oral or written presentations by their representatives. All statements other than statements of historical facts should be considered forward-looking statements. These matters or statements may relate to the timing and likelihood of the completion of the proposed transaction or any anticipated synergies or other benefits therefrom, the accounting or tax treatments of the proposed transaction, customer reactions to the proposed transaction, any plans to issue dividends, the parties’ prospects, including statements regarding vessel acquisitions, trends in the tanker markets, and possibilities of strategic alliances and investments. Forward-looking statements are based on INSW’s and Diamond S’ current plans, estimates and projections, and are subject to change based on a number of factors. Investors should carefully consider the risk factors outlined in more detail in the Annual Report on Form 10-K for 2020 for INSW and Diamond S, and in similar sections of other filings made by INSW and Diamond S with the SEC from time to time. INSW and Diamond S assume no obligation to update or revise any forward-looking statements. Forward-looking statements and written and oral forward-looking statements attributable to INSW and Diamond S or their representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports previously or hereafter filed by INSW or Diamond S with the SEC.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed transaction between INSW and Diamond S. In connection with the proposed transaction, INSW intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a joint proxy statement of INSW and Diamond S that also constitutes a prospectus of INSW. INSW and Diamond S may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the joint proxy statement/prospectus, Form S-4 or any other document which INSW or Diamond S may file with the SEC. Investors and security holders of INSW and Diamond S are urged to read the joint proxy statement/prospectus, Form S-4 and all other relevant documents filed or to be filed with the SEC carefully when they become available because they will contain important information about INSW, Diamond S, the transaction and related matters. Investors will be able to obtain free copies of the joint proxy statement/prospectus and Form S-4 (when available) and other documents filed with the SEC by INSW and Diamond S through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by INSW will be made available free of charge on INSW’s investor relations website at https://www.intlseas.com/investor-relations. Copies of documents filed with the SEC by Diamond S will be made available free of charge on Diamond S’ investor relations website at https://diamondsshipping.com/investor-relations.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer 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.

Participants in the Solicitation

INSW, Diamond S and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of INSW and Diamond S securities in connection with the contemplated transaction. Information regarding these directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Form S-4 and joint proxy statement/prospectus regarding the proposed transaction (when available) and other relevant materials to be filed with the SEC by INSW and Diamond S. Information regarding INSW’s directors and executive officers is available in INSW’s proxy statement relating to its 2020 annual meeting of stockholders filed with the SEC on April 29, 2020. Information regarding Diamond S’ directors and executive officers is available in Diamond S’ proxy statement relating to its 2020 annual meeting of shareholders filed with the SEC on April 16, 2020. These documents will be available free of charge from the sources indicated above.

¹ Includes two FSOs held in a joint venture
² Reflects the impacts of 2 vessel sales by Diamond S during the first quarter of 2021, and excludes the $1.10 per share special dividend payable to INSW shareholders and the estimated transaction costs relating to the merger.

Investor Relations & Media Contact:
David Siever, International Seaways, Inc.
(212) 578-1635
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PLANO, Texas--(BUSINESS WIRE)--Vine Energy Inc. (the “Company”) announced today that its subsidiary, Vine Energy Holdings LLC (“Vine Holdings”), priced its previously announced offering of $950 million in aggregate principal amount of 6.75% senior unsecured notes due 2029 (the “New Notes”) at par. The New Notes will mature on April 15, 2029. The offering is expected to close April 7, 2021, subject to satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering, along with cash on hand, to (i) fund the redemption (the “Redemption”) of all of the outstanding 8.75% Senior Notes due 2023 and 9.75% Senior Notes due 2023 issued by Vine Holdings and (ii) pay any premiums, fees and expenses related to the Redemption, including accrued and unpaid interest, and the issuance of the New Notes.

The New Notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States only to non-U.S. investors pursuant to Regulation S under the Securities Act. The New Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the New Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.

About Vine Energy Inc.

Based in Plano, Texas, Vine Energy Inc. is an energy company focused on the development of natural gas properties in the stacked Haynesville and Mid-Bossier shale plays in the Haynesville Basin of Northwest Louisiana.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the offering and the anticipated use of the net proceeds therefrom. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. These include, but are not limited to, statements regarding the terms of the offering and the intended use of proceeds therefrom.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the prospectus filed with the Securities and Exchange Commission (“SEC”) in connection with the Company’s initial public offering. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in the Company’s filings and reports with the SEC, including such prospectus.

U.S. Investor / Media Relations Contact:
David Erdman
(469) 605-2480
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Battery analytics software company TWAICE today announced its latest solution for the energy market: The Operating Strategy Planner for stationary energy storages. The first customers to leverage this optimization for their storage operation are leading utilities. Amidst margin pressure, multi-use operation is becoming common place and understanding battery aging is crucial for financial success.

MUNICH--(BUSINESS WIRE)--#batteries--TWAICE provides predictive analytics software that optimizes the development and operation of batteries. For the energy sector this means enhanced transparency and predictability of stationary battery storages. The results are optimized storage operations and reduced technology risks. The battery experts are now expanding their portfolio with an Operating Strategy Planner, a surefire method to extract maximum profit from stationary energy storages.

Major utility companies are among the first customers to connect to the Operating Strategy Planner. According to Stephan Rohr, Co-CEO at TWAICE, others will soon follow suit: “There has been huge interest in the Operating Strategy Planner, which empowers owner and operator decision-making to deliver significant increases in return on investment for energy storage portfolios. We are delighted to have major utilities as first customers of this cutting-edge new product”.

Batteries are pivotal to the success of renewable energy. Their capacity to store and generate energy on demand is unique. It makes them a vital element of the storage solutions required to stabilize grids in the face of fluctuating and decentralized energy generation. As highly complex systems, batteries must be expertly managed if optimum performances are to be consistently delivered. The key: transparency into battery aging behavior.

Stationary energy storage use cases and operational constraints have differing effects on battery degradation. This has a large impact on the individual business case and risk profile. The TWAICE Operating Strategy Planner enables users to create scenarios and conduct sensitivity analyses for different use cases and boundary conditions. They can compare the scenarios and find the optimum and learn how long the storage will last with the selected strategy.

The software empowers storage operators and owners to achieve optimal returns under consideration of battery health. This means deploying sophisticated multi-use strategies and identifying the right mix, for example of intraday trading and frequency response. The algorithms that market the capacity of battery storages are provided with the most profitable boundary conditions for operation. The opportunity costs of each trade can be assessed, and the profits are maximized. All of this, while reducing the overall risk of unexpected battery aging over the lifetime.

TWAICE provides analytics software that optimizes the development and operation of lithium-ion batteries. TWAICE’s core technology is a software that combines deep battery knowledge and artificial intelligence to determine the condition and predict the aging and performance of batteries. As the leading battery analytics software for players in the mobility and energy sectors, TWAICE is committed to increasing the lifetime, efficiency, reliability, and sustainability of the products that power the economy of tomorrow.

Press: Anna Lossmann
This email address is being protected from spambots. You need JavaScript enabled to view it. +49 170 140 8146
https://twaice.com/newsroom/

PARIS--(BUSINESS WIRE)--Bpifrance is investing USD100 Million in Technip Energies (Paris:TE) (ISIN:NL0014559478), strengthening its current stake to approximately 7% of the company's share capital to become a long-term reference shareholder, supporting its energy transition-focused strategy.

This investment is made within the framework of the agreements concluded between Bpifrance and TechnipFMC.

Nicolas Dufourcq, Bpifrance CEO declared: "We welcome the very good conditions of Technip Energies’ market entry, which marks the take-off of one of France's leading engineering and technology actors with global reach. Bpifrance’s increase in capital illustrates our confidence in Technip Energies' diversification strategy and in its positioning resolutely focused on accelerating the energy transition, which creates sustainable value."

Arnaud Pieton, CEO of Technip Energies stated: “We are delighted to see Bpifrance increase their shareholding in our newly-listed company, which builds on a trustful and long-standing relationship. This is a clear endorsement of our operational robustness and vision to accelerate the journey to a low carbon society”.

About Bpifrance

Bpifrance is the French national investment bank. It finances businesses – at every stage of their development – through loans, guarantees, equity investments and export insurances. Bpifrance also provides extra financial services (training, consultancy) to help entrepreneurs meet their challenges (innovation, export…).

For more information, please visit: www.bpifrance.fr and presse.bpifrance.fr - Follow us on Twitter: @Bpifrance - @BpifrancePresse

About Technip Energies

Technip Energies is a leading Engineering & Technology company for the energy transition, with leadership positions in Liquefied Natural Gas (LNG), hydrogen and ethylene as well as growing market positions in blue and green hydrogen, sustainable chemistry and CO₂ management. The company benefits from its robust project delivery model supported by extensive technology, products and services offering.

Operating in 34 countries, our 15,000 people are fully committed to bringing our client’s innovative projects to life, breaking boundaries to accelerate the energy transition for a better tomorrow.

Technip Energies is listed on Euronext Paris with American depositary receipts (“ADRs”). For further information: www.technipenergies.com.

Disclaimers

This release is intended for informational purposes only for the shareholders of Technip Energies. This press release is not intended for distribution in jurisdictions that require prior regulatory review and authorization to distribute a press release of this nature.

Important Information for Technip Energies Investors and Securityholders

Forward-Looking Statement

This release contains “forward-looking statements” as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Forward-looking statements usually relate to future events and anticipated revenues, earnings, cash flows or other aspects of Technip Energies’ operations or operating results. Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook,” and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based on Technip Energies’ current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on Technip Energies. While Technip Energies believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting Technip Energies will be those that Technip Energies anticipates. All of Technip Energies’ forward-looking statements involve risks and uncertainties (some of which are significant or beyond Technip Energies’ control) and assumptions that could cause actual results to differ materially from Technip Energies’ historical experience and Technip Energies’ present expectations or projections. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. For information regarding known material factors that could cause actual results to differ from projected results, please see Technip Energies’ risk factors set forth in Technip Energies’ filings with the U.S. Securities and Exchange Commission, which include amendment no. 4 to Technip Energies’ registration statement on Form F-1 filed on February 11, 2021. Forward-looking statements involve inherent risks and uncertainties and speak only as of the date they are made. Technip Energies undertakes no duty to and will not necessarily update any of the forward-looking statements in light of new information or future events, except to the extent required by applicable law.

Bpifrance
Anne-Sophie de Faucigny
01 41 79 99 10
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Nathalie Police
01 41 79 95 26
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Technip Energies
Investor relations
Phil Lindsay
Vice-President Investor Relations
+44 203 429 3929
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Media relations
Stella Fumey
Director Press Relations & Digital Communications
+33 1 85 67 40 95
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Jason Hyonne
Public Relations Officer
+33 1 47 78 22 89
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AKRON, Ohio--(BUSINESS WIRE)--$BW--Babcock & Wilcox (B&W) (NYSE: BW) announced today that its B&W Renewable, Environmental and Thermal segments are continuing their strategic growth into key regions and have been awarded parts and service contracts totaling more than $24 million from customers in Asia, the Middle East, Europe and other key international markets outside of the United States.

These contracts, which were awarded during B&W’s first quarter, include aftermarket parts and maintenance services for plants in a variety of industries, such as utilities, pulp & paper and manufacturing. Significant orders have come from utility customers in Indonesia and the Middle East, and industrial customers in Latin America and Europe where B&W has been expanding its Sales and Business Development presence and operations since the third quarter of 2020.

“B&W remains intensely focused on growing our business in key international markets, particularly in the Asia-Pacific region, the Middle East and Europe, where we’ve expanded our Sales teams and established regional headquarters over the last six months,” said B&W Chief Operating Officer Jimmy Morgan. “The pipeline of opportunities in these markets is substantial, and we are selectively bidding on and winning higher-margin work.”

“As a company, we remain focused on growing our B&W Environmental and Renewable businesses with new and existing customers,” Morgan said. “We are aggressively pursuing opportunities internationally to leverage our extensive expertise in waste-to-energy, biomass, carbon capture and environmental technologies, and energy storage.”

B&W is a single-source supplier for quality, dependability and reliability when it comes to replacement parts and services for a wide range of industrial, boiler, auxiliary and environmental equipment applications.

About Babcock & Wilcox
Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises is a leader in energy and environmental products and services for power and industrial markets worldwide. Follow us on LinkedIn and learn more at www.babcock.com.

Forward-Looking Statements
B&W cautions that this release contains forward-looking statements, including, without limitation, statements relating to the receipt of contracts for parts and services in Asia, the Middle East, Europe and other key international markets outside of the United States totaling more than $24 million, as well as the significant pipeline of opportunities in these markets. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties. For a more complete discussion of these risk factors, see our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K. If one or more of these risks or other risks materialize, actual results may vary materially from those expressed. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and we undertake no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.

Investor Contact:
Megan Wilson
Vice President, Corporate Development & Investor Relations
Babcock & Wilcox
704.625.4944 | This email address is being protected from spambots. You need JavaScript enabled to view it.

Media Contact:
Ryan Cornell
Public Relations
Babcock & Wilcox
330.860.1345 | This email address is being protected from spambots. You need JavaScript enabled to view it.

DALLAS--(BUSINESS WIRE)--New Concept Energy, Inc. (NYSE American: GBR), (the “Company” or “NCE”) a Dallas based company, today reported Results of Operations for the fourth quarter and the full year ended December 31, 2020.

Discontinued Operations:

In August 2020 the Company sold its oil and gas operation and recorded a gain from the sale of $2.1 million. The sales price was $85,000 however the Company had previously established a reserve for plug and abandonment costs of $2 million. Upon the sale the Company was relieved of any plug and abandonment obligations.

For the full year ended December 31, 2020 the Company reported a net loss from discontinued operations of $170,000 as compared to net loss of $2.4 million for the same period ended December 31, 2019. Included in the loss in 2019 is an impairment loss of $2.3 million whereby the Company had reduced the recorded value of its oil and gas operation.

Continuing Operations:

During the three months ended December 31, 2020 the Company reported a net loss from continuing operations of $32,000 compared to a net loss of $17,000 for the same period ended December 31, 2019.

For the full year ended December 31, 2020 the Company reported a net loss from continuing operations of $52,000 as compared to net income of $60,000 for the same period ended December 31, 2019.

Revenues: Total revenues from rent for the leased property was $101,000 in 2020 and $98,000 in 2019.

Operating Expenses: Operating expenses for the real estate property was $72,000 in 2020 and $61,000 in 2019. General and administrative expenses were $396,000 in 2020 and 418,000 in 2019.

Interest Income: Interest Income was $242,000 in 2020 as compared to $257,000 in 2019. The decrease was due to the reduction in the principal balance outstanding due to payments received.

Other Income: Other income was $85,000 in 2020 which is an income tax refund for prior years. Other income was $199,000 in 2019 which is comprised of a gain on sale of equipment of $46,000 and the settlement of a legal claim of $153,000.

Discontinued Operations: During the first nine months of 2020 the Company recorded a net loss from its oil and gas operations of $170,000. In August 2020 the Company sold the oil and gas operation and recorded a gain of $2,138,000.

About New Concept Energy, Inc.

New Concept Energy, Inc. is a Dallas-based company which owns real estate in West Virginia. For more information, visit the Company’s website at www.newconceptenergy.com.

New Concept Energy Inc.
Gene Bertcher
(800) 400-6407
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ANN ARBOR, Mich.--(BUSINESS WIRE)--#EV--The Coretec Group, Inc., (OTCQB: CRTG) (the “Company”) is pleased to announce that it filed a provisional patent, identifying, and defining novel capabilities of Coretec’s Cyclohexasilane (CHS) derived silicon within next generation silicon anode battery technology.

“This provisional patent covers four distinct silicon anode applications where Coretec’s CHS is uniquely suited,” said Michael Kraft, Coretec’s CEO. “This is the third Coretec patent filing in the past two years and further expands our IP portfolio as we continue working with our partners and customers.”

“There has been relatively little exploration in surface modification of silicon anodes. In our patent application, we identified several ways to revolutionize this, one being a general method to improve cycling stability and capacity loss for all types of silicon anodes,” said Kraft.

To date, lithium-ion batteries made with graphite anodes have had limited capabilities in terms of charge capacity, charging times, and cycle life. While the addition of silicon in anodes has been explored by the industry to address performance characteristics, it has been done with limited success due to expansion issues leading to battery cell damage, unstable SEI layers, and difficulty implementing silicon anodes into existing manufacturing processes.

This patent addresses all of these with specific claims regarding silicon nitride anodes, doped silicon anodes, and silicon carbon composite anodes.

About The Coretec Group

The Coretec Group, Inc. is developing a portfolio of silicon-based products in energy-focused verticals, including electric vehicle and consumer batteries, solid-state lighting (LEDs), and semiconductors, as well as 3D volumetric displays and printable electronics. Coretec serves the global technology markets in energy, electronics, semiconductor, solar, health, environment, and security.

For more information, please visit www.thecoretecgroup.com. Follow The Coretec Group on Twitter and LinkedIn.

Forward-Looking Statements:

The statements in this press release that relate to The Coretec Group's expectations with regard to the future impact on the Company's results from operations are forward-looking statements, and may involve risks and uncertainties, some of which are beyond our control. Such risks and uncertainties are described in greater detail in our filings with the U.S. Securities and Exchange Commission. Since the information in this press release may contain statements that involve risk and uncertainties and are subject to change at any time, the Company’s actual results may differ materially from expected results. We make no commitment to disclose any subsequent revisions to forward-looking statements. This release does not constitute an offer to sell or a solicitation of offers to buy any securities of any entity.

Corporate contact:
The Coretec Group, Inc.
Lindsay McCarthy
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+1 (866) 916-0833

Media contact:
The Coretec Group, Inc.
Allison Gabrys
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+1 (866) 916-0833

BOGOTA, Colombia--(BUSINESS WIRE)--GeoPark Limited ("GeoPark" or the “Company”) (NYSE: GPRK), a leading Latin American oil and gas explorer, operator and consolidator with operations and growth platforms in Colombia, Argentina, Brazil, Chile and Ecuador, hereby announces the filing of its Form 20-F for the fiscal year ended December 31, 2020, with the Securities and Exchange Commission (the “SEC”).

GeoPark’s Form 20-F can be accessed by visiting either the SEC’s website at www.sec.gov or the Investor Support section of the Company’s website at www.geo-park.com. In addition, Shareholders may receive a hard copy of the Company’s audited financial statements, or its complete 2020 Form 20-F including audited financial statements, free of charge, by requesting a copy from the investor relations team.

Additional information about GeoPark can be found in the “Investor Support” section on the website at www.geo-park.com.

INVESTORS:
Stacy Steimel – Shareholder Value Director
T: +562 2242 9600
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Miguel Bello – Market Access Director
T: +562 2242 9600
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Diego Gully – Investor Relations Director
T: +5411 4312 9400
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MEDIA:
Communications Department
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COLUMBUS, Ohio--(BUSINESS WIRE)--#hexion--Hexion Inc. today announced the release of its 2020 Sustainability Report highlighting the company’s efforts and accomplishments in enhancing safety, efficiency, sustainability and social responsibility.

“In a year that saw Hexion post its best safety and environmental performance in its history, as well as introduce formal sustainability goals, our Company made significant progress and pulled together like never before in 2020 to advance our strategic sustainability initiatives,” said Craig Rogerson, Chairman, President and Chief Executive Officer. “I’d like to acknowledge the hard work and tremendous focus demonstrated by our associates in meeting the challenges associated with the global pandemic, while continuing to operate our manufacturing sites without interruption and serving our valued customers. While we remain focused on continually improving our environmental, health and safety performance, their dedication drove the Company to a new level of safety excellence in 2020. The introduction of formal sustainability goals in 2020 also strengthened our commitment to sustainable growth and delivering on our strategic approach of ‘Responsible Chemistry,’ which includes collectively supporting our associates, customers and communities.”

Hexion’s 2020 Sustainability Report can be viewed at https://www.hexion.com/company/responsibility/sustainability and focuses on a number of key accomplishments, including:

• Safety: Hexion’s Occupational Illness and Injuries Rate (OIIR) dropped to 0.45 in 2020, the lowest rate recorded in the Company’s history. In addition, Hexion has created a cultural change program targeting a reduction in Severe Incident Factor (SIF) injuries. SIFs are defined as high-risk work activities, which if not properly controlled, could result in serious injuries, permanent disabilities, and/or fatalities. Hexion began tracking SIFs in 2013, and over that time, the Company has decreased SIF injuries by 95 percent. While the Company’s goal remains zero SIF incidents, Hexion experienced only one SIF incident last year.
• New Product Development: The Company continues to focus on developing new products with sustainable attributes, such as its recently-launched ArmorBuilt^TM fire resistant wrap, a new product which greatly improves fire protection when applied to a substrate, such as wood utility poles.
• Commitment to Responsible Care®: In 2020, two programs and 13 Hexion facilities were named Responsible Care® award winners and honored for excellence in waste minimization and energy efficiency by the American Chemistry Council (ACC). The Responsible Care initiative helps ACC member and partner companies significantly enhance and improve the health and safety performance of their employees and the communities in which they operate. Facilities within Hexion’s global manufacturing network have achieved additional certifications, including ISO 9001 (Quality Management System), ISO 14001 (Environmental Management System), and OHSAS 18001 (Health and Safety Management System).
• Social Responsibility: Despite the pandemic, nearly 90 percent of Hexion sites participated in at least one community impact event in 2020.
• Diversity, Equity and Inclusion Initiatives: In November 2020, Hexion announced that Karen M. Fowler joined the Company as its first Director of Diversity, Equity and Inclusion. Ms. Fowler is responsible for accelerating Hexion’s diversity, equity and inclusion efforts worldwide. In addition, Hexion recently joined a strategic initiative with the American Chemistry Council (ACC), The Chemours Company, the American Institute of Chemical Engineers (AIChE) and the HBCU Week Foundation known as the “Future of STEM Scholars Initiative” (FOSSI). FOSSI is the chemical industry’s first collaborative equity, diversity and inclusion program. Hexion is proud to be an early supporter of this new initiative. FOSSI enables a diverse set of students to pursue STEM majors at Historically Black Colleges and Universities (HBCUs), developing a pipeline of candidates to fill the increasing number of highly-skilled jobs needed in the chemical industry and beyond.

The most recent sustainability report also highlights Hexion’s formalized sustainability goals. In 2020, the Company completed an updated materiality assessment where it engaged with various internal and external stakeholders. From that assessment, the Company determined its most important areas of focus, which included formalizing the following goals:

• Minimizing climate change impact: Hexion will strive to protect against climate change throughout its business lifecycle by efficiently using natural resources, optimizing existing processes and enhancing products and technologies through continuous innovation.
• Developing innovative sustainable products: Hexion is committed that by 2030, all new products will incorporate sustainable attributes.
• Enhancing worker safety/well-being: By 2022, Hexion will offer a voluntary well-being program that addresses associate physical, mental, and financial well-being with the goal of 50% associate participation in the program by 2025. Hexion also re-affirmed its commitment to continue to drive toward zero recordable injuries.
• Reducing spills and releases: Hexion has committed to reduce spill mass and releases by 80 percent by 2025.
• Maintaining product stewardship: Hexion remains committed to implementing the Responsible Care Product Safety Code and will continue to be transparent and communicate to key stakeholders regarding its stewardship programs such as risk reviews and reduction of substances of concern.

About the Company

Based in Columbus, Ohio, Hexion Inc. is a global leader in thermoset resins. Hexion Inc. serves the global adhesive, coatings, composites and industrial markets through a broad range of thermoset technologies, specialty products and technical support for customers in a diverse range of applications and industries. Additional information about Hexion Inc., its products and sustainability is available at www.hexion.com.

John Kompa
(614) 225-2223
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CALGARY, Alberta--(BUSINESS WIRE)--(ARX - TSX, VII - TSX) ARC Resources Ltd. ("ARC") and Seven Generations Energy Ltd. ("Seven Generations") are pleased to announce that the shareholders of each company have voted in favour of the proposed business combination (the "Business Combination") to create the premier Montney producer and leader in responsible energy development. The Business Combination is expected to be completed on or about April 6, 2021 and is subject to the satisfaction of all closing conditions.

On March 31, 2021, ARC and Seven Generations each held special shareholders meetings virtually, via live webcasts, with each company’s shareholders voting on resolutions in connection with the proposed Business Combination.

• At the ARC special shareholders meeting, the resolution authorizing the issuance of ARC common shares to Seven Generations shareholders pursuant to and in connection with the Business Combination, as set out in the joint management information circular dated March 1, 2021, was approved by 96.08 per cent of the votes cast.
• At the Seven Generations special shareholders meeting, the resolution approving the Business Combination was approved by 99.41 per cent of the votes cast.

Further, the Court of Queen’s Bench of Alberta issued a final order approving the Business Combination on March 31, 2021.

Forward-looking Information and Statements

This news release contains certain forward-looking statements and forward-looking information (collectively referred to as "forward-looking information") within the meaning of applicable securities legislation about current expectations about the future, based on certain assumptions made by ARC and Seven Generations. Although ARC and Seven Generations believe that the expectations represented by such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Forward-looking information in this news release is identified by words such as "expect", "will", or similar expressions and includes suggestions of future outcomes, including statements about the expected closing date of the Business Combination and the characteristics of the ARC following the completion of the Business Combination.

Readers are cautioned not to place undue reliance on forward-looking information as ARC's actual results may differ materially from those expressed or implied. ARC and Seven Generations undertake no obligation to update or revise any forward-looking information except as required by law. Developing forward-looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which are specific to ARC and/or Seven Generations and others that apply to the industry generally. Material factors or assumptions on which the forward-looking information in this news release is based include: successful closing of the Business Combination, including obtaining necessary regulatory approvals, satisfying all other conditions to closing, within expected timelines, and the realization of the anticipated benefits of the Business Combination.

Additional information about assumptions, risk factors, and uncertainties on which the forward-looking information is based and that could cause ARC's or Seven Generations' actual results to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements are described in the joint management information circular of ARC and Seven Generations dated March 1, 2021 and the documents incorporated by reference therein, which are available on ARC's website at www.arcresources.com and Seven Generations' website at www.7Genergy.com, as applicable, and on ARC's and Seven Generations' respective SEDAR profiles at www.sedar.com and are incorporated by reference herein.

About the Companies

ARC Resources Ltd. is one of Canada’s largest energy companies and its common shares trade on the Toronto Stock Exchange under the symbol ARX.

Seven Generations Energy Ltd. is a low supply-cost energy producer dedicated to stakeholder service, responsible development, and generating strong returns from its liquids-rich Kakwa River Project in northwest Alberta. Seven Generations’ common shares trade on the Toronto Stock Exchange under the symbol VII.

Kris Bibby
Senior Vice President and Chief Financial Officer
ARC Resources Ltd.
403-503-8675
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Martha Wilmot
Investor Relations Analyst
ARC Resources Ltd.
403-509-7280
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Brian Newmarch
Vice President, Capital Markets and Stakeholder Engagement
Seven Generations Energy Ltd.
403-767-0752
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Ryan Galloway
Director, Investor Relations
Seven Generations Energy Ltd.
403-718-0709
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HOUSTON--(BUSINESS WIRE)--ConocoPhillips (NYSE: COP) today provided information regarding preliminary first-quarter 2021 operational and financial updates as well as certain full-year 2021 guidance items. The information discussed herein reflects the combined company following the close of the Concho transaction in January. Final first-quarter results will be reported on May 4.

First-Quarter Production

The company expects to report first-quarter 2021 production volumes of 1,470 to 1,490 thousand barrels of oil equivalent per day (MBOED). This estimate includes approximately 50 MBOED of unplanned weather impacts experienced throughout the Lower 48 as a result of Winter Storm Uri. Production in the Lower 48 was fully restored in March.

Preliminary production estimates by area and product for the first quarter of 2021 are shown below:

Note: Libya production for 1Q 2021 is estimated to be 40 MBOED.

First-Quarter Realized Pricing and Commercial Activity

Total average realized prices are expected to be $43 to $45 per barrel of oil equivalent (BOE) for the first quarter of 2021. These estimates reflect prices received under existing contract terms as well as normal pricing variability due to timing and local differentials, but exclude the effects of commodity derivatives. Preliminary estimates of average realized prices by area and product for the first quarter of 2021 are shown below:

Note 1: The estimated total realized price represents the company’s weighted average price for 1Q 2021.
Note 2: Existing contracts assumed as part of the Concho acquisition are based on 2 stream recognition.

In addition, the company expects to record before-tax earnings of approximately $0.1 billion related to commercial performance in the first quarter.

Concho-Related Unusual Items

The company expects to report first-quarter transaction and restructuring related expenses associated with the Concho acquisition of approximately $0.3 billion before tax, which will be treated as a special item when reporting non-GAAP adjusted earnings. Table 1 at the end of this news release provides additional information on projected first-quarter and full-year 2021 adjusted operating costs.

In addition, the company expects to incur losses of approximately $0.3 billion before tax from commodity hedging positions. This includes losses of approximately $0.1 billion before tax related to positions for which the company accelerated settlement into the first quarter that will be treated as a special item when reporting non-GAAP adjusted earnings. As of the end of the quarter, the company had settled all oil and gas hedging positions acquired from Concho.

Excluding working capital, the expected total impact to cash from operations from the transaction and restructuring expenses in combination with the hedging impacts is a reduction of approximately $1.0 billion. This includes approximately $0.8 billion related to settling all oil and gas positions acquired from Concho, of which approximately $0.5 billion in net liability was recorded on the acquisition close date of Jan. 15.

See the table below for a summary of the estimated financial statement impacts associated with the items mentioned above.

* To be treated as a special item when reporting non-GAAP adjusted earnings.
** To be treated as a special item when reporting non-GAAP adjusted earnings; cash from operations reflects the impacts of settling oil and gas hedging positions acquired from Concho, inclusive of approximately $0.5 billion net liability at Jan 15.

First-Quarter and Full-Year Guidance

In addition to the updates above, the company is providing the following guidance estimates for first-quarter and full-year 2021:

All updates and estimates provided were calculated using actual results for January and February along with forecasts for the remaining periods. ConocoPhillips will announce first-quarter 2021 operational and financial results on May 4 and host a conference call on that date at 12:00 p.m. Eastern time.

--- # # # ---

About ConocoPhillips

Headquartered in Houston, Texas, ConocoPhillips had operations and activities in 15 countries, $63 billion of total assets, and approximately 9,700 employees at Dec. 31, 2020. Production excluding Libya averaged 1,118 MBOED for 2020, and proved reserves were 4.5 BBOE as of Dec. 31, 2020. For more information, go to www.conocophillips.com.

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This news release contains forward-looking statements as defined under the federal securities laws. Forward-looking statements relate to future events and anticipated results of operations, business strategies, and other aspects of our operations or operating results. Words and phrases such as “anticipate," “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict," “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and other similar words can be used to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Where, in any forward-looking statement, the company expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond our control. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in the forward-looking statements. Factors that could cause actual results or events to differ materially from what is presented include any adjustments to our results of operations recognized as part of our regular process for producing and reviewing our financial statements for completed periods; the impact of public health crises, including pandemics (such as COVID-19) and epidemics and any related company or government policies or actions; global and regional changes in the demand, supply, prices, differentials or other market conditions affecting oil and gas, including changes resulting from a public health crisis or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by OPEC and other producing countries and the resulting company or third-party actions in response to such changes; changes in commodity prices, including a prolonged decline in these prices relative to historical or future expected levels; changes in expected levels of oil and gas reserves or production; potential failures or delays in achieving expected reserve or production levels from existing and future oil and gas developments, including due to operating hazards, drilling risks or unsuccessful exploratory activities; unexpected cost increases or technical difficulties in constructing, maintaining or modifying company facilities; legislative and regulatory initiatives addressing global climate change or other environmental concerns; investment in and development of competing or alternative energy sources; disruptions or interruptions impacting the transportation for our oil and gas production; international monetary conditions and exchange rate fluctuations; changes in international trade relationships, including the imposition of trade restrictions or tariffs on any materials or products (such as aluminum and steel) used in the operation of our business; our ability to collect payments when due under our settlement agreement with PDVSA; our ability to collect payments from the government of Venezuela as ordered by the ICSID; our ability to liquidate the common stock issued to us by Cenovus Energy Inc. at prices we deem acceptable, or at all; our ability to complete our announced or any future dispositions or acquisitions on time, if at all; the possibility that regulatory approvals for our announced or any future dispositions or acquisitions will not be received on a timely basis, if at all, or that such approvals may require modification to the terms of the transactions or our remaining business; business disruptions during or following our announced or any future dispositions or acquisitions, including the diversion of management time and attention; the ability to deploy net proceeds from our announced or any future dispositions in the manner and timeframe we anticipate, if at all; potential liability for remedial actions under existing or future environmental regulations; potential liability resulting from pending or future litigation, including litigation related to our transaction with Concho Resources Inc. (Concho); the impact of competition and consolidation in the oil and gas industry; limited access to capital or significantly higher cost of capital related to illiquidity or uncertainty in the domestic or international financial markets; general domestic and international economic and political conditions; the ability to successfully integrate the operations of Concho with our operations and achieve the anticipated benefits from the transaction; unanticipated difficulties or expenditures relating to the Concho transaction; changes in fiscal regime or tax, environmental and other laws applicable to our business; and disruptions resulting from extraordinary weather events, civil unrest, war, terrorism or a cyber attack; and other economic, business, competitive and/or regulatory factors affecting our business generally as set forth in our filings with the Securities and Exchange Commission. Unless legally required, ConocoPhillips expressly disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Cautionary Note to U.S. Investors – The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves. We may use the term “resource” in this news release that the SEC’s guidelines prohibit us from including in filings with the SEC. U.S. investors are urged to consider closely the oil and gas disclosures in our Form 10-K and other reports and filings with the SEC. Copies are available from the SEC and from the ConocoPhillips website.

Use of Non-GAAP Financial Information – To supplement the presentation of the company’s preliminary first quarter 2021 operational and financial update this news release may contain or describe certain financial measures that are not prepared in accordance with GAAP, including adjusted earnings, adjusted operating costs, adjusted corporate segment net loss and cash from operations (CFO).

The company believes that the non-GAAP measures adjusted earnings, adjusted operating costs and adjusted corporate segment net loss are useful to investors to help facilitate comparisons of the company’s operating performance associated with the company’s core business operations across periods on a consistent basis and with the performance and cost structures of peer companies by excluding special items that do not directly relate to the company’s core business operations, or are of an unusual and non-recurring nature. The company further believes that the non-GAAP measure CFO is useful to investors to help understand changes in cash provided by operating activities excluding the timing effects associated with operating working capital changes across periods on a consistent basis and with the performance of peer companies. Adjusted earnings is defined as net income (loss) attributable to ConocoPhillips adjusted for the impact of special items that do not directly relate to the company’s core business operations, or are of an unusual and non-recurring nature. Operating costs is defined by the company as the sum of production and operating expenses, selling, general and administrative expenses, exploration general and administrative expenses, geological and geophysical, lease rentals and other exploration expenses. Adjusted operating costs is defined as the company’s operating costs further adjusted to exclude expenses that do not directly relate to the company’s core business operations and are included as adjustments to arrive at adjusted earnings to the extent those adjustments impact operating costs. Adjusted corporate segment net loss is defined as corporate and other segment earnings adjusted for special items. CFO is defined as cash provided by operating activities, excluding the impact of changes in operating working capital. The company believes that the above-mentioned non-GAAP measures, when viewed in combination with the company’s results prepared in accordance with GAAP, provides a more complete understanding of the factors and trends affecting the company’s business and performance. The company’s Board of Directors and management also use these non-GAAP measures to analyze the company’s operating performance across periods when overseeing and managing the company’s business.

Each of the non-GAAP measures included in this news release has limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of the company’s results calculated in accordance with GAAP. In addition, because not all companies use identical calculations, the company’s presentation of non-GAAP measures in this news release may not be comparable to similarly titled measures disclosed by other companies, including companies in our industry. The company may also change the calculation of any of the non-GAAP measures included in this news release from time to time in light of its then existing operations to include other adjustments that may impact its operations.

Reconciliations of each non-GAAP measure presented in this news release to the most directly comparable financial measure calculated in accordance with GAAP are included in the release.

John C. Roper (media)
281-293-1451
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Investor Relations
281-293-5000
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FORT WORTH, Texas--(BUSINESS WIRE)--Lonestar Resources US Inc. (OTC: LONE) (together with its subsidiaries, “Lonestar” or the “Company”) announced today that the Company will be presenting at the EnerCom Dallas Energy Investment & ESG Conference. Lonestar will present to investors at 8:50 AM Central Daylight Time on Tuesday, April 6^th, 2021.

The EnerCom Dallas event will be hosted in a hybrid format with a small (100 – 150 people) in person audience on April 6th in Dallas at the Petroleum Club (still webcast out to the larger registered virtual audience) and a full virtual day of presentations and panel discussions on April 7^th.

About Lonestar

Lonestar is an independent oil and natural gas company, focused on the development, production and acquisition of unconventional oil, natural gas liquids and natural gas properties in the Eagle Ford Shale in Texas.

Cautionary Note Regarding Forward-Looking Statements

Disclosures in this press release contain certain forward-looking statements within the meaning of the federal securities laws. Statements that do not relate strictly to historical or current facts are forward-looking. These statements contain words such as “possible,” “if,” “will,” “expect” and “assuming” and involve risks and uncertainties including, among others that our business plans may change as circumstances warrant and securities of the Company may not ultimately be offered to the public because of general market conditions or other factors. Accordingly, readers should not place undue reliance on forward-looking statements as a prediction of actual results. For more information concerning factors that could cause actual results to differ materially from those conveyed in the forward-looking statements, please refer to the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021 and any subsequently filed quarterly reports on Form 10-Q. Any forward-looking statements in this press release are made as of the date of this press release and the Company undertakes no obligation to update or revise such forward-looking statements to reflect events or circumstances that occur, or of which the Company becomes aware, after the date hereof, unless required by law.

Chase Booth, 817-921-1889

Con Edison Has Deployed 4 Million Smart Meters Across its Territory as a Part of its Advanced Metering Infrastructure (AMI) Project

LIBERTY LAKE, Wash.--(BUSINESS WIRE)--#AMI--Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced that Consolidated Edison, Inc. (Con Edison) has deployed a total of 4 million smart gas modules and electricity meters across its service territory in New York as a part of its Advanced Metering Infrastructure (AMI) project with Itron. The utility has also deployed 25,000 methane detectors developed through Itron’s ecosystem, which have successfully detected and mitigated over 300 valid gas events.

Utilizing Itron’s open, standards-based Industrial IoT (IIoT) platform, Con Edison is able to improve outage detection and restoration, and reduce energy consumption and greenhouse gas emissions by ensuring grid operation is at optimum voltage levels. Leveraging its high-performance network, the utility reads its entire install base of electric meters every 15 minutes, resulting in over 375 million meter reads each day. Taking advantage of Itron’s comprehensive set of managed hosting, operational and analytics services, Con Edison is equipped to maximize its operations and enhance customer service. Con Edison is also improving safety in its delivery of natural gas with New Cosmos’ award-winning battery-powered natural gas detectors. These devices utilize Itron’s Milli™ 5 battery-optimized communications module, enabling them to seamlessly connect to Con Edison’s high-performance IIoT network.

“We are excited to celebrate this impressive milestone with Con Edison, a customer who we continue to collaborate with on innovative projects time and time again,” said John Marcolini, senior vice president of Networked Solutions at Itron. “Our work with Con Edison demonstrates Itron’s commitment to redefine what is possible with intelligent connectivity and to support Con Edison to provide reliable, resilient and efficient energy to its consumers.”

“With Itron’s extensible IIoT platform, we have been able to meet the evolving needs of our customers while bringing greater efficiency, safety and reliability to our delivery of electricity and natural gas,” said Tom Magee, general manager of the AMI implementation team at Con Edison.

About Itron

Itron enables utilities and cities to safely, securely and reliably deliver critical infrastructure solutions to communities in more than 100 countries. Our portfolio of smart networks, software, services, meters and sensors helps our customers better manage electricity, gas and water resources for the people they serve. By working with our customers to ensure their success, we help improve the quality of life, ensure the safety and promote the well-being of millions of people around the globe. Itron is dedicated to creating a more resourceful world. Join us: www.itron.com.

Itron^® is a registered trademark of Itron, Inc. All third-party trademarks are property of their respective owners and any usage herein does not suggest or imply any relationship between Itron and the third party unless expressly stated.

Itron, Inc.
Alison Mallahan
Senior Manager, Corporate Communications
509-891-3802
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LEAWOOD, Kan.--(BUSINESS WIRE)--Tallgrass Pony Express Pipeline, LLC (“Pony Express”), a subsidiary of Tallgrass Energy, LP, today announced a binding open season soliciting shipper commitments for crude oil transportation from Pony Express’ Guernsey, Platteville and Buckingham origins to destinations in Cushing, Okla., in exchange for volume incentive tariff rates.

Prospective shippers may review details of the open season after executing a confidentiality agreement obtained by contacting Matt Hester at This email address is being protected from spambots. You need JavaScript enabled to view it..

To learn more about Tallgrass Energy, please visit us at www.tallgrassenergy.com.

Cautionary Note Concerning Forward-Looking Statements

Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Tallgrass, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements, and other important factors that could cause actual results to differ materially from those projected, including those set forth in reports and financial statements made available by Tallgrass. Any forward-looking statement applies only as of the date on which such statement is made, and Tallgrass does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

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First plastic-neutral retailer hits milestones on path to becoming 100% plastic free by 2025; calls on industry peers to join the fight against single-use plastic

SAN FRANCISCO--(BUSINESS WIRE)--Today, Grove Collaborative, a leading sustainable consumer packaged goods company that creates innovative natural products and offers a curated selection of healthy home essentials such as cleaning supplies and personal care products, celebrates the one-year anniversary of Beyond Plastic, its comprehensive initiative to help Grove achieve its ambitious goal of becoming 100% plastic free by 2025 and a way to lead the industry out of single-use plastic. Having made significant progress in the past year against its plans, Grove is calling on industry peers to join in the necessary effort to move away from the reliance on single-use plastic.

The first plastic-neutral retailer shares five updates on its accomplishments to date including: the latest metrics from its Plastic Scorecard, the creation of the Plastic Working Group, the recent launch of Grove’s plastic-free owned brands, achievements from its partnership with Plastic Bank® and rePurpose Global, and the launch of its partnership with Recyclops.

“We are proud to celebrate Beyond Plastic’s one-year anniversary, and as we get closer toward our goal of becoming 100% plastic free by 2025, we are urging our industry to join us in the fight against single-use plastic,” said Stuart Landesberg, Co-Founder & CEO of Grove Collaborative. “To address the climate crisis is not enough for businesses to reduce environmental impact. It is imperative that they create positive impact. At Grove, our mission is to show that CPG products can be a positive force for human and environmental health, and with Beyond Plastic we are taking a collaborative approach with our industry to address the single-use plastic problem.”

Grove’s latest Plastic Scorecard shows Beyond Plastic is making significant impact:

• Grove’s plastic-free products have avoided 1.93M lbs of plastic from entering landfill in 2020
• Grove’s customers have avoided over 4M lbs of plastic being used, by choosing Grove’s plastic reducing and plastic-free products (versus using conventional, mass market alternatives)
• Grove’s reusable bags have avoided 1.60M lbs (or 81M single-use gallon bags) of plastic from landfills since the launch of the product
• Grove’s soap refills have avoided 257,000 lbs of plastic (or a week’s worth of trash for 8,900 households) from landfills since the launch of the product
• Grove’s cleaning concentrates have avoided 963,000 lbs of plastic from entering landfills since the launch of the product

Grove is leading a collective of CPG companies to innovate out of single-use plastic with its Plastic Working Group:

• In 2020, Grove created a third-party Plastic Working Group for brands to collaborate and work together to solve the plastic problem. The group is comprised of 63 of Grove’s third party brands such as Seventh Generation, Method and others who are working to make a difference. Grove’s aim with this group is to catalyze the home and personal care industry through collaboration, thought leadership, pre-competitive conversations and sharing of best practices.

Grove’s plastic-free owned brands Peach and Grove Co.’s cleaning products are addressing the single-use plastic problem:

• The company recently introduced Peach, a line of 100% plastic-free non-compromise personal care products. Peach is on a mission to eliminate plastic out of the personal care routine and in its first year the product line is expected to save 100,000 lbs of plastic.
• In addition, Grove launched a fully plastic-free line of cleaning products engineered to help solve the world’s single-use plastic problem. In 2021, Grove’s plastic free cleaning concentrates and hand and dish soaps will avoid 994,776 pounds of plastic from entering our environment (compared to conventional plastic formats).

Since March 2020, Grove’s partnership with Plastic Bank® and rePurpose Global collected and recycled over 5.3M lbs of ocean-bound plastic:

• Partnering with Plastic Bank® and rePurpose Global to achieve plastic neutrality, Grove’s owned and third-party brands are currently subject to a plastic offset “tax,” where the company calculates the amount of plastic sent to consumers and then works with Plastic Bank® and rePurpose Global to collect and recycle the equivalent amount of ocean-bound plastic – meaning there is a cost the company is imposing on itself for everything the company ships containing plastic, even recycled. The funds are then used to uplift collectors in coastal communities where most of the plastic ends up.
• Through the partnership with Plastic Bank® and rePurpose Global, Grove is holding itself accountable to implement the permanent changes the whole industry needs. Exercising this tax is one of our key first steps toward becoming 100% plastic free, while also setting an example that can translate across industries.

Grove is partnering with Recyclops to pilot glass recycling programs in cities across the U.S.: Based on EPA data, as of 2018, the recycling rate of glass in the United States is only 31% and many of Grove’s customers do not live in geographic areas where waste providers offer glass recycling programs. The Recyclops partnership will make glass recycling easier and more accessible to Grove customers, which will ensure that a greater portion of Grove packaging is reused.

In 2021, moving Beyond Plastic remains paramount for Grove and the company will continue to make strides towards removing plastic from everything they make and sell, while pushing the industry to do the same. As a part of its efforts, Grove recently announced its conversion to a Delaware public benefit corporation (PBC). With a vision of CPG being a positive force for human and environmental health, converting to a PBC will allow Grove to continue its for-profit strategies while balancing the interests of its shareholders, its public benefit purpose and the interests of other stakeholders. Grove was also recently named to Fast Company’s prestigious annual list of the World’s Most Innovative Companies for 2021, ranked No. 2 in the Corporate Social Responsibility category.

About Grove Collaborative:

Launched in 2016 as a Certified B Corp, Grove Collaborative creates innovative natural products and offers a curated selection of healthy home essentials like cleaning supplies and personal care products. With a flexible, monthly delivery model and access to knowledgeable Grove Guides, Grove’s platform makes it easy for people to switch to healthier, more sustainable routines. Every item Grove offers, both from their flagship Grove Co. brand and from exceptional third-party brands, has been thoroughly vetted against strict standards for sustainability, efficacy and supply chain practices. On a mission to move Beyond Plastic, Grove is the first plastic neutral retailer in the world and is committed to becoming 100% plastic-free by 2025. For more information, visit grove.co/beyondplastic.

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Nearly 260 Statements from Shippers and Supporters Filed with the Surface Transportation Board in Support of CP-KCS Combination

Shippers and Supporters Anticipate Increased Efficiency and Market Reach, Enhanced Competition and North American Economic Growth

CALGARY, Alberta & KANSAS CITY, Mo.--(BUSINESS WIRE)--Canadian Pacific Railway Limited (TSX: CP, NYSE: CP) (“CP”) and Kansas City Southern (NYSE: KSU) (“KCS”) today announced they have received statements from nearly 260 shippers, other railroads, economic development authorities, ports, and other supporters for their planned combination that would create the first rail network connecting the U.S., Mexico, and Canada. Many of these supporters requested the Surface Transportation Board (“STB”) to review the transaction as swiftly as possible so the systems could be integrated and the end-to-end benefits of this combination can be realized for the benefit of all stakeholders. The statements and letters were filed with the STB.

Shippers and supporters across North American regions and industries – including Maersk, Hyundai Glovis, Kraft, Nestlé, Hapag-Lloyd, North Dakota Grain Dealers Association, Evergreen, Boise Cascade Wood Products Building Materials, Ragasa Industrias S.A., and Ag Processing – stated they expect the combination would, among other benefits, invigorate transportation competition, expand access to existing and growing markets, and provide new service offerings that would improve transit times and reliability. In addition, the nation’s largest short-line holding railroad company, Genesee & Wyoming, has filed in support of the combination, as well as other short-line railroads.

Joining seamlessly in Kansas City, Mo., in America’s heartland, CP and KCS together would connect customers via single-network transportation offerings between points on CP’s system throughout Canada, the U.S. Midwest, and the U.S. Northeast and points on KCS’ system throughout Mexico and the South Central U.S.

The CP-KCS combination is expected to provide an enhanced competitive alternative to existing rail service providers and is expected to result in improved service to customers of all sizes. Grain, automotive, auto-parts, energy, intermodal, and other shippers, would benefit from the increased efficiency and simplicity of the combined network, which is expected to spur greater rail-to-rail competition and support customers in growing their rail volumes. The single integrated rail system would also connect premier ports on the U.S. Gulf, Atlantic and Pacific coasts with key overseas markets.

While remaining the smallest of six U.S. Class 1 railroads by revenue, the combined company would be a much larger and more competitive network. The transaction is also expected to create jobs across the combined network. Additionally, efficiency and service improvements are expected to achieve meaningful environmental benefits.

CP is seeking approval from the STB for the combination, which also remains subject to the approvals of CP and KCS shareholders and other customary closing conditions. The STB review is expected to be completed by the middle of 2022.

For more information on the transaction and the benefits it is expected to bring to the full range of stakeholders, visit www.FutureForFreight.com.

Forward Looking Statements and Information

This news release includes certain forward-looking statements and forward-looking information (collectively, FLI) to provide CP and KCS shareholders and potential investors with information about CP, KCS and their respective subsidiaries and affiliates, including each company’s management’s respective assessment of CP, KCS and their respective subsidiaries’ future plans and operations, which FLI may not be appropriate for other purposes. FLI is typically identified by words such as “anticipate”, “expect”, “project”, “estimate”, “forecast”, “plan”, “intend”, “target”, “believe”, “likely” and similar words suggesting future outcomes or statements regarding an outlook. All statements other than statements of historical fact may be FLI. In particular, this news release contains FLI pertaining to, but not limited to, information with respect to the following: the transaction; the combined company’s scale; financial growth; future business prospects and performance; future shareholder returns; cash flows and enhanced margins; synergies; leadership and governance structure; and office and headquarter locations.

Although we believe that the FLI is reasonable based on the information available today and processes used to prepare it, such statements are not guarantees of future performance and you are cautioned against placing undue reliance on FLI. By its nature, FLI involves a variety of assumptions, which are based upon factors that may be difficult to predict and that may involve known and unknown risks and uncertainties and other factors which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by these FLI, including, but not limited to, the following: the timing and completion of the transaction, including receipt of regulatory and shareholder approvals and the satisfaction of other conditions precedent; interloper risk; the realization of anticipated benefits and synergies of the transaction and the timing thereof; the success of integration plans; the focus of management time and attention on the transaction and other disruptions arising from the transaction; estimated future dividends; financial strength and flexibility; debt and equity market conditions, including the ability to access capital markets on favorable terms or at all; cost of debt and equity capital; the previously announced proposed share split of CP’s issued and outstanding common shares and whether it will receive the requisite shareholder and regulatory approvals; potential changes in the CP share price which may negatively impact the value of consideration offered to KCS shareholders; the ability of management of CP, its subsidiaries and affiliates to execute key priorities, including those in connection with the transaction; general Canadian, U.S., Mexican and global social, economic, political, credit and business conditions; risks associated with agricultural production such as weather conditions and insect populations; the availability and price of energy commodities; the effects of competition and pricing pressures, including competition from other rail carriers, trucking companies and maritime shippers in Canada, the U.S. and México; industry capacity; shifts in market demand; changes in commodity prices; uncertainty surrounding timing and volumes of commodities being shipped; inflation; geopolitical instability; changes in laws, regulations and government policies, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; changes in fuel prices; disruption in fuel supplies; uncertainties of investigations, proceedings or other types of claims and litigation; compliance with environmental regulations; labor disputes; changes in labor costs and labor difficulties; risks and liabilities arising from derailments; transportation of dangerous goods; timing of completion of capital and maintenance projects; currency and interest rate fluctuations; exchange rates; effects of changes in market conditions and discount rates on the financial position of pension plans and investments; trade restrictions or other changes to international trade arrangements; the effects of current and future multinational trade agreements on the level of trade among Canada, the U.S. and México; climate change and the market and regulatory responses to climate change; anticipated in-service dates; success of hedging activities; operational performance and reliability; customer, shareholder, regulatory and other stakeholder approvals and support; regulatory and legislative decisions and actions; the adverse impact of any termination or revocation by the Mexican government of Kansas City Southern de México, S.A. de C.V.’s Concession; public opinion; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; acts of terrorism, war or other acts of violence or crime or risk of such activities; insurance coverage limitations; material adverse changes in economic and industry conditions, including the availability of short and long-term financing; and the pandemic created by the outbreak of COVID-19 and resulting effects on economic conditions, the demand environment for logistics requirements and energy prices, restrictions imposed by public health authorities or governments, fiscal and monetary policy responses by governments and financial institutions, and disruptions to global supply chains.

We caution that the foregoing list of factors is not exhaustive and is made as of the date hereof. Additional information about these and other assumptions, risks and uncertainties can be found in reports and filings by CP and KCS with Canadian and U.S. securities regulators, including any proxy statement, prospectus, material change report, management information circular or registration statement to be filed in connection with the transaction. Due to the interdependencies and correlation of these factors, as well as other factors, the impact of any one assumption, risk or uncertainty on FLI cannot be determined with certainty.

Except to the extent required by law, we assume no obligation to publicly update or revise any FLI, whether as a result of new information, future events or otherwise. All FLI in this news release is expressly qualified in its entirety by these cautionary statements.

Non-GAAP Measures

Although this press release includes forward-looking non-GAAP measures (adjusted diluted EPS, Free cash flow, earnings before interest, tax, depreciation and amortization (EBITDA), and a leverage ratio being adjusted net debt to adjusted earnings before interest, tax, depreciation and amortization (EBITDA)), it is not practicable to reconcile, without unreasonable efforts, these forward-looking measures to the most comparable GAAP measures (diluted EPS, Cash from operations, Net income, and long-term debt to net income ratio, respectively), due to unknown variables and uncertainty related to future results. These unknown variables may include unpredictable transactions of significant value. Please see Note on forward-looking Statements above for further discussion.

About Canadian Pacific

Canadian Pacific is a transcontinental railway in Canada and the United States with direct links to major ports on the west and east coasts. CP provides North American customers a competitive rail service with access to key markets in every corner of the globe. CP is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise. Visit cpr.ca to see the rail advantages of CP. CP-IR

About KCS

Headquartered in Kansas City, Mo., Kansas City Southern (KCS) (NYSE: KSU) is a transportation holding company that has railroad investments in the U.S., Mexico and Panama. Its primary U.S. holding is The Kansas City Southern Railway Company, serving the central and south central U.S. Its international holdings include Kansas City Southern de Mexico, S.A. de C.V., serving northeastern and central Mexico and the port cities of Lázaro Cárdenas, Tampico and Veracruz, and a 50 percent interest in Panama Canal Railway Company, providing ocean-to-ocean freight and passenger service along the Panama Canal. KCS’ North American rail holdings and strategic alliances are primary components of a railway network, linking the commercial and industrial centers of the U.S., Mexico and Canada. More information about KCS can be found at www.kcsouthern.com.

ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT

CP will file with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form F-4, which will include a proxy statement of KCS that also constitutes a prospectus of CP, and any other documents in connection with the transaction. The definitive proxy statement/prospectus will be sent to the shareholders of KCS. CP will also file a management proxy circular in connection with the transaction with applicable securities regulators in Canada and the management proxy circular will be sent to CP shareholders. INVESTORS AND SHAREHOLDERS OF KCS AND CP ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND MANAGEMENT PROXY CIRCULAR, AS APPLICABLE, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA IN CONNECTION WITH THE TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT KCS, CP, THE TRANSACTION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other documents filed by CP and KCS with the SEC, when filed, will be available free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the registration statement, proxy statement/prospectus, management proxy circular and other documents which will be filed with the SEC and applicable securities regulators in Canada by CP online at investor.cpr.ca and www.sedar.com, upon written request delivered to CP at 7550 Ogden Dale Road S.E., Calgary, Alberta, T2C 4X9, Attention: Office of the Corporate Secretary, or by calling CP at 1-403-319-7000, and will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by KCS online at www.investors.kcsouthern.com, upon written request delivered to KCS at 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate Secretary, or by calling KCS’s Corporate Secretary’s Office by telephone at 1-888-800-3690 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..

You may also read and copy any reports, statements and other information filed by KCS and CP with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 or visit the SEC’s website for further information on its public reference room. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

PARTICIPANTS IN THE SOLICITATION OF PROXIES

This communication is not a solicitation of proxies in connection with the transaction. However, under SEC rules, CP, KCS, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the transaction. Information about CP’s directors and executive officers may be found in its 2021 Management Proxy Circular, dated March 10, 2021, as well as its 2020 Annual Report on Form 10-K filed with the SEC and applicable securities regulators in Canada on February 18, 2021, available on its website at investor.cpr.ca and at www.sedar.com and www.sec.gov. Information about KCS’s directors and executive officers may be found on its website at www.kcsouthern.com and in its 2020 Annual Report on Form 10-K filed with the SEC on January 29, 2021, available at www.investors.kcsouthern.com and www.sec.gov. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of such potential participants in the solicitation of proxies in connection with the transaction will be included in the proxy statement/prospectus and management proxy circular and other relevant materials filed with the SEC and applicable securities regulators in Canada when they become available.

Canadian Pacific
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Kansas City Southern
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Avetta Connect™ Enhanced to Intelligently Match Suppliers to Requirements and Provide Improved Service Tiering

OREM, Utah--(BUSINESS WIRE)--#riskmanagement--Avetta®, the leading provider of supply chain risk management software, is adding an intelligent supplier classification tool to Avetta Connect™ to better pair different supplier types to the safety and certification requirements for the work they are doing. The new process, available in early April, both streamlines supplier onboarding and adds more service levels, providing a better fit to a broader range of suppliers.

“The Avetta Connect platform is unique because it manages a broad number of suppliers across a very diverse set of industries,” said Taylor Allis, chief product officer of Avetta. “To scale the digitization of our clients’ supply chain risk management programs, we need to deliver new ways to intelligently automate the classification and management of supply chain vendors. Avetta Connect’s newest features enable clients to automatically map compliance requirements to companies based on their attributes on a global scale.”

How it Works

1. Suppliers are brought through an efficient registration process where they are intelligently classified by risk level based on their company type, industry and the work they are doing. Classifications are driven by international industry standards.
2. Companies configure their compliance and prequalification requirements in the Avetta platform for all supplier types, classifications and these new risk levels.
3. Suppliers are instantly mapped to the right services where they complete evaluation questionnaires, provide relevant performance indicators, and upload supporting documentation to complete their onboarding process.
4. Suppliers are then evaluated against the right compliance standards based on location, local laws, industry, work type and client requirements to ensure even safer and more sustainable working conditions.

Avetta Connect

Avetta Connect creates an easy and customized way for clients to communicate their specific requirements for each job. These requirements are not limited to just safety and health but can also be customized to additional environmental, social and governance specifications.

“Safety prequalification is something we consider a critical component to the services that we provide to our clients,” said Trey Hollingsworth, CSP, Director, Health, Safety & Environmental, UP Professional Solutions. “We are proud to maintain the highest levels of safety and compliance at UP Professional Solutions. The Avetta network continues to make this process easier for us to work with our clients, ensuring we are all committed and held accountable for our safety performance.”

Suppliers are intelligently assessed and routed through the correct evaluation process based on the services and products they offer. With Avetta Connect’s enhanced analytics—statistics, incident records, history and other performance indicators—clients create configurable dashboards and reports, gaining visibility down to the employee level for specific job roles and work location.

By joining Avetta’s network, suppliers also gain access to the Avetta Marketplace, a resource to purchase discounted safety products and other safety-related services.

About Avetta

Avetta offers a configurable SaaS-based solution that assists organizations – both large and small – in managing supply chain risk across a variety of disciplines. Avetta is building the world’s most intelligent supply chain risk management network to advance clients’ safety, resilience and sustainability programs. Avetta leads the world in connecting leading global organizations across several industries, including oil/gas, telecom, construction materials, facilities management and many others, with qualified and vetted suppliers, contractors and vendors. The company brings unmatched access and visibility to its clients’ supply chain risk management process through its innovative and configurable technology, coupled with highly experienced human knowledge and insight. Avetta currently serves more than 450 enterprise companies and 100K suppliers across 100+ countries.

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Creates Second Largest US-Listed Tanker Company by Vessel Count and Third Largest by Dwt with an Enterprise Value of Approximately $2 Billion

Significant Synergies and Efficiencies to Drive Annual Cost Savings of over $23 Million and Revenue Synergies over $9 Million

Maintains Financial Strength and One of the Lowest Leverage Ratios in the Industry

Companies to Hold Investor Conference Call at 9:00 a.m. Eastern Time (“ET”) on Wednesday, March 31, 2021

NEW YORK & GREENWICH, Conn.--(BUSINESS WIRE)--International Seaways, Inc. (NYSE: INSW) (the “Company” or “INSW”) and Diamond S Shipping Inc. (NYSE: DSSI) (“Diamond S”), two of the leading tanker companies worldwide providing energy transportation services for crude oil and petroleum products in International Flag markets, announced today that their Boards of Directors have unanimously approved a definitive merger agreement pursuant to which INSW will merge with Diamond S in a stock-for-stock transaction. Subsequent to the merger, INSW and Diamond S shareholders will own approximately 55.75% and 44.25% of the combined company, respectively, using fully diluted share counts as of March 30, 2021.

The merger of Diamond S with INSW unites two companies with long-term customer relationships, similar cultures, and complementary positions in key tanker sectors. The merger will enhance INSW’s capabilities in both the crude and product markets and create “power alleys” for INSW in the large crude -VLCC and Suezmax– and LR1/Panamax and MR markets. The merger will create the second largest US-listed tanker company by vessel count and the third largest by deadweight (“dwt”). On a pro forma basis, the combined company will have 100 vessels, shipping revenues of over $1 billion, over 2,200 employees, and an enterprise value of approximately $2 billion.

Among other benefits, INSW and Diamond S believe that the merger will achieve the following:

• Double INSW’s net asset value in an all-stock merger to create a diversified tanker company with a 100¹ vessel fleet aggregating 11.3¹ million dwt and significant footprints in the VLCC, Suezmax, LR1/Panamax and MR markets
• Accretive to INSW’s earnings and cash flow per share immediately
• Realize estimated annual cost synergies in excess of $23 million and revenue synergies of $9 million, which are expected to be fully realizable within 2022
• Enhance equity trading liquidity through a larger market capitalization; estimated pro-forma market capitalization of close to $1 billion based on INSW’s closing price of $18.36 on March 30, 2021
• Maintain significant financial strength, as INSW and Diamond S would have had a combined pro forma net leverage ratio of 42%² at year-end 2020, one of the lowest in the tanker sector and across global shipping. INSW and Diamond S also would have had robust liquidity on a pro forma combined basis, with over $300² million in cash at December 31, 2020
• Build upon best-in-class safety and Environmental, Social and Governance track records
• Enable combined company to maintain a $50 million share repurchase authorization and a quarterly dividend policy. Immediately prior to the closing of the merger, existing INSW shareholders will also receive a special dividend of $1.10 per share

Douglas Wheat, Lois Zabrocky and Jeffrey Pribor will continue to serve as the Chairman of the Board of Directors, Chief Executive Officer (“CEO”) and Chief Financial Officer of INSW, respectively, and the current CEO of Diamond S, Craig Stevenson Jr., will join the Board of Directors of INSW, and also act as a special advisor to the CEO for a 6-month period to ensure a smooth transition.

“We are excited to enter into this transformational transaction and create an industry bellwether,” said Lois Zabrocky, INSW’s President and CEO. “By bringing together two leading US-based diversified tanker owners, we expect to deliver a number of compelling strategic and financial benefits to the stakeholders and customers of both companies. Specifically, with our enhanced scale and capabilities combined with a best-in-class ESG track record, we are ideally positioned to meet the evolving needs of leading energy companies and capitalize on favorable long-term industry fundamentals. With this highly accretive merger, we also expect to realize significant cost synergies while maintaining one of the lowest net leverage ratios in global shipping and increasing our equity market capitalization and liquidity for the benefit of our shareholders. We are proud of INSW’s accomplishments since becoming a public company over four years ago and intend to continue to maintain an intense focus on preserving our financial strength and executing a balanced and accretive capital allocations strategy. In addition to the special dividend related to this compelling transaction, we remain committed to returning capital to shareholders through our share repurchase program and our quarterly dividend.”

Douglas Wheat, Chairman of INSW’s Board of Directors, said, “With this transaction, we are establishing a leading diversified tanker company with the scale, financial strength and commercial expertise to create lasting value for both shareholders and customers. We look forward to joining forces with Diamond S and continuing to meet the highest operational standards with an unwavering focus on safety and sustainability in the maritime sector. We believe the combined company is well positioned to capitalize on opportunities in both the current market environment and well into the future.”

Craig Stevenson Jr., President and CEO of Diamond S, commented, “By combining our fleet and capabilities with INSW’s world-class operations, we believe the merger will significantly benefit each company’s stakeholders as market conditions improve. Importantly, both INSW and Diamond S share a similar focus on people, safety, meeting customer expectation, maintaining balance sheet strength, and appropriately managing leverage in an inherently cyclical industry. As a long-time proponent of industry consolidation, I believe this transaction gives the combined company the scale and diversity necessary to hold the status as a leader in the tanker markets for years to come.”

Nadim Qureshi, Chairman of the Board of Directors of Diamond S, said “We are pleased to enter into a transaction that will both create near-term value for our shareholders and create a superior, scale vehicle that enables investors to gain exposure in both the crude and product tanker markets with strong fundamentals. Importantly, since the focus of the management teams of both Diamond S and INSW are similar, we see further value from synergies in the combined company. We look forward to working with the team at INSW to see the transaction through to completion and ensure a great outcome for our shareholders.”

Key Terms of the Merger

- Diamond S shareholders will receive 0.55375 shares of INSW common stock for each share of Diamond S common stock held. Based on the closing prices of INSW’s shares on March 30, 2021, the total stock consideration in the transaction has a value of approximately $416 million.
- Subsequent to the merger, INSW and Diamond S shareholders will own approximately 55.75% and 44.25% of the combined company, respectively, using fully diluted share counts as of March 30, 2021.
- INSW will assume Diamond S’ net debt, which was $565² million as of December 31, 2020.
- Immediately prior to the closing of the transaction, existing INSW shareholders will also receive a special dividend of $1.10 per share.
- Diamond S’ affiliate management agreements with Capital Ship Management (“CSM”) will be phased out over time, without interruption to the key customers being served by the vessels under CSM management.
- The merger, which is expected to close in the third quarter of 2021, is subject to the approval of the shareholders of INSW and Diamond S, regulatory approvals, and other customary closing conditions.
- The Board of Directors of INSW will comprise seven representatives of INSW and three representatives of Diamond S.
- A group of shareholders, representing approximately 14% and 29% of the issued and outstanding shares of INSW and Diamond S, respectively, has committed to vote in favor of the merger, subject to the terms and conditions contained in voting agreements reached with INSW and Diamond S.
- Following the merger, INSW will remain listed on the NYSE under the symbol “INSW”.
- INSW and Diamond S received support for the transaction from the Diamond S bank group, led by Nordea Bank Abp, Crédit Agricole Corporate and Investment Bank and Skandinaviska Enskilda Banken AB (publ), who each also form key parts of INSW’s lending group, and along with the remaining banks in the group have provided consents and agreed to amend their loan facilities.

For further information about the merger, please refer to the Registration Statement to be filed with the SEC by INSW.

¹ Includes two FSOs held in a joint venture

² Reflects the impacts of 2 vessel sales by Diamond S during the first quarter of 2021, and excludes the $1.10 per share special dividend payable to INSW shareholders and the estimated transaction costs relating to the merger.

Advisors

Jefferies LLC is serving as INSW’s financial advisor for the transaction with Cleary Gottlieb Steen & Hamilton LLP and Holland & Knight LLP acting as its legal advisors.

Moelis & Company LLC is serving as Diamond S’ financial advisor for the transaction, with White & Case LLP and Seward & Kissel LLP acting as its legal advisors.

Conference Call

The Company will host a conference call to discuss the transaction at 9:00 a.m. Eastern Time (“ET”) on Wednesday, March 31, 2021. To access the call, participants should dial (855) 940-9471 for domestic callers and (412) 317-5211 for international callers. Please dial in ten minutes prior to the start of the call. A live webcast of the conference call will be available from the Investor Relations section of the Company’s website at www.intlseas.com.

An audio replay of the conference call will be available starting at 12:00 p.m. ET on Wednesday, March 31, 2021 through 11:59 p.m. ET on Wednesday, April 7, 2021 by dialing (877) 344-7529 for domestic callers and (412) 317-0088 for international callers, and entering Access Code 10153838.

About International Seaways, Inc.

International Seaways, Inc. (NYSE: INSW) is one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products in International Flag markets. INSW owns and operates a fleet of 36 vessels, including 11 VLCCs, 2 Suezmaxes, 4 Aframaxes/LR2s, 13 Panamaxes/LR1s and 4 MR tankers. Through joint ventures, it has ownership interests in two floating storage and offloading service vessels. INSW has an experienced team committed to the very best operating practices and the highest levels of customer service and operational efficiency. INSW is headquartered in New York City, NY. Additional information is available at www.intlseas.com.

About Diamond S Shipping Inc.

Diamond S Shipping Inc. (NYSE: DSSI) owns and operates 64 vessels on the water, including 13 Suezmaxes, 1 Aframax and 50 MR tankers. DSSI is one of the largest energy shipping companies providing seaborne transportation of crude oil, refined petroleum and other petroleum products. The Company is headquartered in Greenwich, CT. More information about DSSI can be found at www.diamondsshipping.com.

Forward-Looking Statements

This release contains forward-looking statements. In addition, INSW or Diamond S may make or approve certain statements in future filings with the Securities and Exchange Commission (SEC), in press releases, or in oral or written presentations by their representatives. All statements other than statements of historical facts should be considered forward-looking statements. These matters or statements may relate to the timing and likelihood of the completion of the proposed transaction or any anticipated synergies or other benefits therefrom, the accounting or tax treatments of the proposed transaction, customer reactions to the proposed transaction, any plans to issue dividends, the parties’ prospects, including statements regarding vessel acquisitions, trends in the tanker markets, and possibilities of strategic alliances and investments. Forward-looking statements are based on INSW’s and Diamond S’ current plans, estimates and projections, and are subject to change based on a number of factors. Investors should carefully consider the risk factors outlined in more detail in the Annual Report on Form 10-K for 2020 for INSW and Diamond S, and in similar sections of other filings made by INSW and Diamond S with the SEC from time to time. INSW and Diamond S assume no obligation to update or revise any forward-looking statements. Forward-looking statements and written and oral forward-looking statements attributable to INSW and Diamond S or their representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports previously or hereafter filed by INSW or Diamond S with the SEC.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed transaction between INSW and Diamond S. In connection with the proposed transaction, INSW intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a joint proxy statement of INSW and Diamond S that also constitutes a prospectus of INSW. INSW and Diamond S may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the joint proxy statement/prospectus, Form S-4 or any other document which INSW or Diamond S may file with the SEC. Investors and security holders of INSW and Diamond S are urged to read the joint proxy statement/prospectus, Form S-4 and all other relevant documents filed or to be filed with the SEC carefully when they become available because they will contain important information about INSW, Diamond S, the transaction and related matters. Investors will be able to obtain free copies of the joint proxy statement/prospectus and Form S-4 (when available) and other documents filed with the SEC by INSW and Diamond S through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by INSW will be made available free of charge on INSW’s investor relations website at https://www.intlseas.com/investor-relations. Copies of documents filed with the SEC by Diamond S will be made available free of charge on Diamond S’ investor relations website at https://diamondsshipping.com/investor-relations.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer 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.

Participants in the Solicitation

INSW, Diamond S and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of INSW and Diamond S securities in connection with the contemplated transaction. Information regarding these directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Form S-4 and joint proxy statement/prospectus regarding the proposed transaction (when available) and other relevant materials to be filed with the SEC by INSW and Diamond S. Information regarding INSW’s directors and executive officers is available in INSW’s proxy statement relating to its 2020 annual meeting of stockholders filed with the SEC on April 29, 2020. Information regarding Diamond S’ directors and executive officers is available in Diamond S’ proxy statement relating to its 2020 annual meeting of shareholders filed with the SEC on April 16, 2020. These documents will be available free of charge from the sources indicated above.

Investor Relations & Media:
David Siever, International Seaways, Inc.
(212) 578-1635
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Only API-Powered Platform with Brandable Hardware Specifically Designed to Strengthen Customer Engagement for Organizations Committed to Sustainability

NEW YORK--(BUSINESS WIRE)--EVPassport, the EV charging hardware and software platform for purpose-driven organizations, today announced the first and only open EV charging platform. Consisting of brandable hardware and API-driven software, EVPassport enables organizations to integrate the EV charging experience directly into their existing consumer-facing applications and services – providing customers with a branded EV charging experience that is compatible with any vehicle.

“We founded EVPassport with two fundamental goals: provide the most seamless EV charging experience for drivers possible; and empower brands to control and enhance customer engagement,” said Aaron Fisher, CEO and Co-founder, EVPassport. “Our API-driven approach significantly reduces the barriers to electric vehicle adoption and increases the incentive for retail, hospitality, CRE and consumer-facing brands to install EV chargers and advance the global sustainability movement.”

The number of electric vehicles in the United States is projected to increase from 1.5 million in 2020 to up to 35 million by the end of the decade. According to Deloitte, the greatest concern for EV adoption in America is a lack of EV charging infrastructure. By requiring separate applications, accounts and top-up balances, traditional EV charging networks present additional barriers to accessing already limited availability.

EVPassport removes these barriers with an interoperable network providing open REST API sets for location information, real-time availability, billing rates and more. Through its Google Maps integration, drivers can see charger locations and click directly through to start a charging session without having to download an additional app or create a separate provider account. The company’s API-driven platform enables developers to integrate live EVPassport chargers directly into their applications, electric vehicle dashboards, services and more to control the user experience and drive brand engagement.

Newlab is a community of experts and innovators applying transformative technology to solve the world’s biggest challenges. Newlab is installing several chargers at its Brooklyn Navy Yard headquarters to help meet the EV charging needs of its growing community of more than 800 entrepreneurs that include material scientists, roboticists, computer vision experts and data scientists.

“Newlab is dedicated to championing innovation and frontier technologies that build a more resilient, sustainable world. When we were looking to deploy EV charging stations on our properties, EVPassport’s open APIs and universal availability made the company the obvious choice,” said Shaun Stewart, CEO, Newlab. “Additionally, the EVPassport team supported us through our NYSERDA rebate pre-approval process, which covers the cost of the hardware, software and installation. It enables us to increase brand engagement and generate revenue immediately, while providing a seamless experience to our members.”

As a public benefits corporation, EVPassport is dedicated to thinking beyond profitability to simplify the process for organizations to purchase and install EV chargers. The company provides both Level 2 and DC fast chargers. All chargers are equipped with LTE and are payment-enabled, making them out-of-the-box ready for use with any EV brand. EVPassport chargers deliver drivers an app-less charging experience built around the ability to scan a QR code, pay and go. Charger owners receive an energy management solution that is customizable to meet brand standards, creates an additional source of income and meets the charging needs of all consumers.

For more information regarding EVPassport API integration, contact: This email address is being protected from spambots. You need JavaScript enabled to view it..

About EVPassport

EVPassport is the EV charging hardware and software platform for purpose-driven organizations. Brands committed to sustainability rely on EVPassport to provide their customers with the most seamless payment experience to charge any electric vehicle without requiring a separate app, account or a top-up balance. And EVPassport is the only platform that enhances customer engagement for these companies by providing custom branded hardware with API-powered software that easily integrates with their existing applications and services. For more information, follow EVPassport on Twitter (@EVPassport), Instagram (@EVPassport) and LinkedIn, or visit www.EVPassport.com.

Geoff Lopes
fama PR for EVPassport
617-986-5038
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