Project bolsters S&B’s energy transition expertise
HOUSTON--(BUSINESS WIRE)--#Construction--S&B Engineers and Constructors (S&B) has begun construction on Plug Power Inc.’s (NASDAQ: PLUG) Peachtree hydrogen project located in Kingsland, Georgia. The plant will utilize Plug’s proprietary electrolysis technology to produce green hydrogen, which will then be liquefied, stored, and loaded for transport. When complete, the facility will be capable of producing 15 tons of liquefied hydrogen per day.
S&B is providing the engineering, procurement and construction (EPC) services for the Peachtree site and previously completed engineering work for Plug’s Pathfinder hydrogen test facility co-located on the site.
“S&B is proud to work with Plug to design and build renewable energy solutions that support the growing hydrogen economy,” said Ray Sherman, President of S&B's Energy Transition, Power and Industrial business. “These projects position S&B and its client at the forefront of hydrogen solutions as our world moves toward a lower-carbon future.”
The Peachtree hydrogen project is expected to create more than 200 construction jobs.
“The Peachtree project is an important step to meeting increasing demand for green hydrogen solutions,” said Sanjay Shrestha, Plug’s General Manager, Energy Solutions & Chief Strategy Officer. “We selected S&B as our partner to develop North America’s green hydrogen supply network based on its reputation, expertise and ability to deliver. We look forward to the successful completion of this project.”
About S&B Engineers and Constructors
S&B Engineers and Constructors is one of the leading engineering, procurement, construction and fabrication firms in the United States. With more than 50 years of experience, S&B designs, builds and delivers world-scale projects, serving the oil and gas, petrochemicals, renewables, power and public sectors, with quality, integrity and safety. Connect with us on LinkedIn.
Lindsay Burke, Director of Communications and Marketing
S&B Engineers and Constructors, Ltd.
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518.879.2101
Finance Executive Brings More Than 30 Years of Energy Industry Expertise
LIBERTY LAKE, Wash.--(BUSINESS WIRE)--Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today the appointment of Mary Hemmingsen, an energy and infrastructure industry executive with deep utility industry expertise, to its board of directors, effective Oct. 7.
Hemmingsen brings more than 30 years of expertise in finance, asset management, project delivery, business development and governance. Since 2017, she has served in a variety of executive advisory roles for energy industry organizations as well as board roles. From 2013 to 2017, Hemmingsen was a global partner and gas, power and utilities industry lead at KPMG. Previously, she held senior executive positions in business and project development within the power and utilities group at Brookfield, a global asset management company, and several executive and corporate finance positions at BC Hydro Power Authority. Hemmingsen joins Itron’s board after gaining extensive board experience, including positions with InstarInvest Asset Management, The Crossing Group, EverGen Infrastructure, Graham Construction Income Trust, Spoke Resources Ltd. and Recircle Ltd.
“Hemmingsen’s strong business and financial background, including governance and audit acumen, as well as her expertise in integrating strategy, risk and ESG into a sustainable competitive advantage makes her an ideal candidate for Itron’s board of directors,” said Diana Tremblay, chair of Itron’s board of directors.
“We welcome Mary to the board and believe her deep expertise in finance and the utility sector as well as her extensive board experience will be an asset to Itron’s board of directors as we drive company performance and create value for shareholders,” said Tom Deitrich, Itron’s president and chief executive officer.
“I am honored to join Itron’s board of directors and look forward to furthering Itron’s mission and enhancing shareholder value,” said Hemmingsen.
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.
Kenneth P. Gianella
Vice President, Investor Relations
669-770-4643
DUBLIN--(BUSINESS WIRE)--The "Global Artificial Lift Market by Type (ESP, PCP, Rod Lift, Gas Lift), Mechanism (Pump Assisted (Positive Displacement, Dynamic Displacement), Gas Assisted), Well Type (Horizontal, Vertical), Application (Onshore, Offshore) and Region - Forecast to 2027" report has been added to ResearchAndMarkets.com's offering.
The artificial lift market is projected to grow from an estimated USD 6.9 billion in 2022 to USD 8.7 billion by 2027, at a CAGR of 4.8% during the forecast period.
The primary drivers of the market include rising demand for oil across the globe and the increasing need for maximizing the production potential of mature oil & gas fields.
By mechanism, the pump assisted segment is estimated to lead the market from 2022 to 2030
The artificial lift market is segmented by mechanism into pump assisted and gas assisted. The pump assisted segment is not only expected to hold a larger market share but is also projected to witness a higher growth rate during the forecast period.
This high growth rate can be attributed to the higher adoption rate of ESP and PCPs.
By well type, the horizontal segment is projected to register a higher CAGR from 2022 to 2027
By well type, the artificial lift market is segmented into horizontal and vertical wells. Although the vertical segment is estimated to hold a larger market share, the horizontal segment is projected to grow at a higher rate during the forecast period.
This growth can be attributed to large discoveries of shale reserves and increasing hydraulic fracturing in the North American region.
Market Dynamics
Drivers
Restraints
Opportunities
Challenges
Companies Mentioned
For more information about this report visit https://www.researchandmarkets.com/r/t4az0i
ResearchAndMarkets.com
Laura Wood, Senior Press Manager
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TULSA, Okla.--(BUSINESS WIRE)--Williams (NYSE: WMB) plans to announce its third-quarter 2022 financial results after the market closes on Monday, Oct. 31, 2022.
The company’s third-quarter 2022 earnings conference call and webcast with analysts and investors is scheduled for Tuesday, Nov. 1, 2022, at 9:30 a.m. Eastern Time (8:30 a.m. Central Time). Participants who wish to join the call by phone must register using the following link: https://conferencingportals.com/event/MTgNWtxQ
A webcast link to the conference call will be provided on Williams’ Investor Relations website. A replay of the webcast will be available on the website for at least 90 days following the event.
About Williams
As the world demands reliable, low-cost, low-carbon energy, Williams (NYSE: WMB) will be there with the best transport, storage and delivery solutions to reliably fuel the clean energy economy. Headquartered in Tulsa, Oklahoma, Williams is an industry-leading, investment grade C-Corp with operations across the natural gas value chain including gathering, processing, interstate transportation, storage, wholesale marketing and trading of natural gas and natural gas liquids. With major positions in top U.S. supply basins, Williams connects the best supplies with the growing demand for clean energy. Williams owns and operates more than 30,000 miles of pipelines system wide – including Transco, the nation’s largest volume and fastest growing pipeline – and handles approximately 30 percent of the natural gas in the United States that is used every day for clean-power generation, heating and industrial use. Learn how the company is leveraging its nationwide footprint to incorporate clean hydrogen, next generation gas and other innovations at www.williams.com.
Portions of this document may constitute “forward-looking statements” as defined by federal law. Although the company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in the company’s annual and quarterly reports filed with the Securities and Exchange Commission.
MEDIA:
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800-945-8723
INVESTOR CONTACT:
Danilo Juvane
918-573-5075
Grace Scott
918-573-1092
GAINESVILLE, Fla.--(BUSINESS WIRE)--#cademuseum--The Cade Museum for Creativity and Invention is pleased to announce NEPTUNYA Ocean Power of Boca Raton, Fla. won the 2022 Cade Prize for developing OCTOPODZ, a technology that unlocks renewable energy.
Octopodz’s new offshore wind turbine design drastically lowers energy costs through reduced weight and a floating design that eliminates the need for a separate foundation substructure. The invention could dramatically increase renewable energy adoption by power companies and other energy consumers.
The same week NEPTUNYA Ocean Power won the Cade Prize, its founder, Rodrigo Griesi, and his family became U.S. citizens. “This is my lifetime dream, to live and work in a country that attracts, supports and inspires innovation,” said Rodrigo Griesi, a Brazilian native who moved to Florida seven years ago to pursue his dream. “Winning the Cade Prize brings validation and recognition that we are on the right path, and it’s especially meaningful for me as an immigrant because it doesn’t matter where you come from, it’s purely about celebrating the innovation you are bringing to this amazing country.”
Other Cade Prize winners are:
“We’re inspired by both the high-caliber, and record number of submissions this year,” said Richard Miles, Cade Prize Committee Chair, and son-in-law of Dr. Robert Cade, the lead inventor of Gatorade, after whom the Cade Prize is named. “We’re looking for the next big invention and are excited to celebrate innovation through the Cade Prize.”
Winners were announced October 6 at an awards ceremony in Gainesville. They will share $67,000 in cash prizes. Two teams tied for fifth place, and each winner will receive $2,000 of in-kind legal services.
The Cade Prize draws innovators from research universities and the private sector with groundbreaking, early-stage ideas before they reach the marketplace. Often, these life-changing ideas take years to materialize and become successful.
The Cade Prize began as a Florida competition and now includes Georgia and Alabama. In 2023 it will become a national competition open to competitors in all 50 U.S. states and territories, with a prize purse of more than $100,000.
The Cade Prize is sponsored by Scott R. MacKenzie, the Community Foundation of North Central Florida, Florida Trend, Cox Communications, Modern Luxury, Florida High Tech Corridor, Saliwanchik, Lloyd, & Eisenschenk, Florida Inventor Hall of Fame, GrayRobinson law firm, Meldon Law, Greater Gainesville Chamber and Aloft Hotel. Visit cademuseum.org/cadeprize to learn more.
About the Cade Museum
The mission of the Cade Museum for Creativity and Invention in Gainesville, Florida, is to transform communities by inspiring and equipping future inventors, entrepreneurs, and visionaries. Named after Mary Cade and her husband, Dr. James Robert Cade, the lead inventor of Gatorade, the project was spearheaded by their daughter, Phoebe Cade Miles, and her husband, Richard Miles, since 2006. They encourage the development of innovation ecosystems through the Cade Prize for Innovation, the Cade's proprietary Innovation Education learning framework, and its hands-on learning museum designed to promote the development of an inventive mindset which the Cade calls Inventivity™. The Cade believes every person should have access to the right to invent and innovate inherent in the DNA of the United States and works diligently in outreach efforts to bring this understanding to all, with an emphasis on the underserved. Visit cademuseum.org to learn more.
Jody Farmer
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(352) 371 8001 x1107
STAMFORD, Conn.--(BUSINESS WIRE)--Altus Power, Inc. (NYSE: AMPS) (“Altus Power” or the “Company”) (Nasdaq: AMPS), announced that as of October 10, 2022, approximately 10,839,987 public and private placement warrants (the “Redeemable Warrants”) have been exercised. As previously announced on September 15, 2022, the Company provided notice to the holders of the Redeemable Warrants that their warrants will be redeemed in accordance with the terms of the Warrant Agreement dated as of December 10, 2020 between the Company and Continental Stock Transfer & Trust Company, as warrant agent, if they are not exercised before 5:00 p.m. New York City time on October 17, 2022 (the “Redemption Date”).
As a courtesy, the Company would like to remind any remaining holders of Redeemable Warrants that if the remaining approximately 3,958,994 Redeemable Warrants are not exercised prior to the Redemption Date, they will be void and no longer exercisable and the holders will be entitled to receive only the redemption price of $0.10 per Redeemable Warrant.
Questions concerning redemption and exercise of such Redeemable Warrants can be directed to Continental Stock Transfer & Trust Company, our warrant agent, One State Street, 30th Floor, New York, NY 10004, Attention: Compliance Department, Email This email address is being protected from spambots. You need JavaScript enabled to view it..
For more information about the redemption of our Redeemable Warrants, please visit the Company’s investor relations website at https://investors.altuspower.com.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer of any of the Company’s securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Altus Power, Inc.
Altus Power, based in Stamford, Connecticut, is the premier commercial-scale clean electrification company, serving commercial, industrial, public sector and community solar customers with an end-to-end solution. Altus Power originates, develops, owns and operates locally sited solar generation, energy storage, and EV charging infrastructure across 18 states from Vermont to Hawaii. Visit www.altuspower.com to learn more.
Altus Power:
For Media:
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ICR, Inc.
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Caldwell Bailey, ICR, Inc.
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SAN ANTONIO--(BUSINESS WIRE)--NuStar Energy L.P. (NYSE: NS) today announced that it will host a conference call on Thursday, November 3, 2022 at 9:00 a.m. Central Time to discuss the third quarter 2022 earnings results, which will be released earlier that day. Persons interested in listen-only participation may access the conference call directly at https://edge.media-server.com/mmc/p/cignyz9w. Persons interested in Q&A participation may pre-register for the conference call and obtain a dial-in number and passcode at https://register.vevent.com/register/BI1554769b53db4165b0ca04dc6997524b. A recorded version will be available two hours after the conclusion of the conference call at https://edge.media-server.com/mmc/p/cignyz9w.
The conference call may also be accessed through the “Investors” section of NuStar Energy L.P.’s website at https://investor.nustarenergy.com.
NuStar Energy L.P., a publicly traded master limited partnership based in San Antonio, Texas, is one of the largest independent liquids terminal and pipeline operators in the nation. NuStar currently has approximately 10,000 miles of pipeline and 63 terminal and storage facilities that store and distribute crude oil, refined products, renewable fuels, ammonia and specialty liquids. The partnership’s combined system has approximately 49 million barrels of storage capacity, and NuStar has operations in the United States and Mexico. For more information, visit NuStar Energy L.P.’s website at www.nustarenergy.com and its Sustainability page at https://sustainability.nustarenergy.com/.
Investors, Pam Schmidt, Vice President, Investor Relations
Investor Relations: 210-918-INVR (4687)
or
Media, Mary Rose Brown, Executive Vice President and Chief Administrative Officer,
Corporate Communications: 210-918-2314 / 210-410-8926
ALEXANDRIA, Va.--(BUSINESS WIRE)--VSE Corporation (NASDAQ: VSEC, "VSE", or the "Company"), a leading provider of aftermarket distribution and maintenance, repair and overhaul ("MRO") services for land, sea and air transportation assets for government and commercial markets, today announced that it has successfully amended, extended and upsized the Company’s existing credit facility with its lending syndicate.
“Our amended credit facility serves to lower borrowing costs, increase availability under our term loan, and extend the maturity date; the combination of which further positions us to continue to execute on our transformation and growth strategy,” said Stephen Griffin, Chief Financial Officer of VSE Corporation. “We want to thank our lending syndicate for their continued partnership and confidence in the strategic direction of our business.”
The amendment provides for the following:
ABOUT VSE CORPORATION
VSE is a leading provider of aftermarket distribution and repair services for land, sea and air transportation assets for government and commercial markets. Core services include MRO services, parts distribution, supply chain management and logistics, engineering support, and consulting and training services for global commercial, federal, military and defense customers. VSE also provides information technology and energy consulting services. For additional information regarding VSE's products and services, visit www.vsecorp.com.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause VSE's actual results to vary materially from those indicated or anticipated by such statements. Many factors could cause actual results and performance to be materially different from any future results or performance, including, among others, the risk factors described in our reports filed or expected to be filed with the SEC. Any forward-looking statement or statement of belief speaks only as of the date of this press release. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
INVESTOR RELATIONS: Noel Ryan | 720.778.2415 | This email address is being protected from spambots. You need JavaScript enabled to view it.
DUBLIN--(BUSINESS WIRE)--The "Concentrating Solar Power Market by Technology (Solar Power Tower, Linear Concentrating System, Dish Stirling), Operation Type (Stand-alone, Storage), Capacity (<50 MW, 50-99 MW, 100 MW & Above), End User (Utilities, EOR), Region - Global Forecast to 2027" report has been added to ResearchAndMarkets.com's offering.
The global concentrating solar power market size is estimated to be USD 6.0 Billion in 2022 and is projected to reach USD 19.9 Billion by 2027; it is projected to grow at a CAGR of 26.9% during the forecast period.
The key drivers for the concentrating solar power market include effective integration of CSP systems with thermal storage systems, and Use of CSP in desalination and enhanced oil recovery processes.
Linear concentrating systems: The second largest segment of the concentrating solar power market, by technology
Based on technology, the concentrating solar power market has been split into solar power towers, linear concentrating systems, and dish stirling technology. Linear concentrating system were estimated to account for a second largest share of the concentrating solar power market in 2021. Reduced CAPEX and widespread implementation of parabolic troughs and linear Fresnel technologies are the key factors driving the implementation of linear concentrating systems.
100 MW and Above segment is expected to emerge as the largest segment based on capacity
The concentrating solar power market has been segmented into the less than 50 MW, 50 MW to 99 MW, and 100 MW and Above based on capacity. 100 MW and Above is expected to hold the largest market share. The 100 MW and above segment is driven by the need to install concentrating solar power systems for utility power generation applications in regions such as Asia Pacific and the Middle East & Africa
Middle East & Africa is expected to be the second largest market during the forecast period.
Middle East & Africa is expected to be the second-fastest growing market due to need for water desalination, and development of renewable sectors in countries such as UAE, Saudi Arabia, and South Africa are driving the market for concentrating solar power in this region.
Market Dynamics
Drivers
Restraints
Opportunities
Challenges
Companies Mentioned
For more information about this report visit https://www.researchandmarkets.com/r/toheaz
ResearchAndMarkets.com
Laura Wood, Senior Press Manager
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DENVER--(BUSINESS WIRE)--Civitas Resources, Inc. (NYSE: CIVI) (“Civitas” or the “Company”), today announced that it is scheduled to release its third quarter 2022 operating and financial results after market close on October 31, 2022. The Company will host a conference call to discuss these results the following morning, Tuesday, November 1, at 8:00 a.m. Mountain Time (10:00 a.m. Eastern Time). A live webcast and replay of this event will be available on the Investor Relations section of the Company’s website at www.civiresources.com. Dial-in information for the conference call is included below.
Phone Number |
Passcode |
|
Live participant |
888-510-2535 |
4872770 |
Forward-looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. For a description of factors that may cause Civitas’ actual results, performance or expectations to differ from any forward-looking statements, please review the information under the heading “Risk Factors” included in Item 1A of Civitas’ 2021 Annual Report on Form 10-K and other documents of Civitas’ on file with the Securities and Exchange Commission. Any forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by Civitas will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Civitas or its business or operations. Except as required by law, Civitas undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. We caution you that actual outcomes and results may differ materially from what is expressed, implied or forecasted by Civitas’ forward-looking statements.
Investor Relations:
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HOUSTON--(BUSINESS WIRE)--#emissions--The American Society of Mechanical Engineers (ASME) Petroleum Division recognizes ZEVAC as this year’s recipient of the Project Excellence Award for work with CenterPoint Energy’s North Division. The announcement came during the annual gala and awards ceremony on October 1, 2022, held in the Weiss Energy Hall at the Houston Museum of Natural Science. ASME honors individuals and companies who have significantly contributed to the energy industry.
ASME seeks projects with significant global impact. The initiative, recognized for its impact, which won the 2022 award, is ZEVAC’s MINI Operational Deployment in Minneapolis, MN.
CenterPoint Energy and ZEVAC combined efforts to integrate methane mitigation equipment into maintenance crew trucks in the Minneapolis area. Through this effort, the gas maintenance crews can now capture and recycle the pipeline gas instead of venting during routine maintenance operations.
“We are lucky to have customers like CenterPoint Energy, who are focused on responsible operation, and honored to be recognized for our efforts and the impact the ZEVAC MINI provides. We value the goals and mission of ASME and greatly appreciate their acknowledgment of ZEVAC’s commitment to make the high-frequency, low-magnitude gas escapes that are part of everyday maintenance a thing of the past,” shares Doug Sahm, CTO of ZEVAC.
ASME serves a wide-ranging engineering community through quality learning, the development of codes and standards, certifications, research, conferences and publications, government relations, and other forms of outreach. They recognized the attributes making the ZEVAC MINI unique.
“The project’s primary innovative factor was making zero-emissions for gas system maintenance in urban environments scalable and cost-effective enough to become a practical standard. Public and commercial consumers are sensitive to environmental and air quality hazards. We saw that CenterPoint is focused on responsible operations while keeping natural gas safe and affordable for their customers. ZEVAC’s unique ability to reduce risk, lower total cost of operation, and enhance environmental stewardship, allowed all those needs to be met in a repeatable way,” explains Chad Murray, CEO.
ZEVAC, Based in Tulsa, OK, is a product and technology company recognized as the leader in methane mitigation equipment and applications.
To learn more about ZEVAC’s products and services, visit GetZevac.com or call 918.514.3166.
Roxy Mounter
VP, Commercial
ZEVAC
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713.213.2624
Key milestone in GE HealthCare’s journey to becoming standalone public company leading precision health innovation; marks continued progress on GE’s plans to form three companies
BOSTON--(BUSINESS WIRE)--GE (NYSE:GE) today announced the filing of the Form 10 registration statement with the U.S. Securities and Exchange Commission (“SEC”) for the planned spin-off of its Healthcare division, to be called GE HealthCare.
A copy of the Form 10 is available on the SEC website at www.sec.gov and can also be viewed on www.ge.com/investor-relations/sec-filings. Downloadable historical financial and pro forma financial information can also be accessed as an attachment to this press release as well as at https://www.ge.com/investor-relations/spinoff-resources.
GE Chairman and CEO and GE Aerospace CEO H. Lawrence Culp, Jr., said, “GE HealthCare is an established leader in large, growing markets with a global franchise that is positioned to deliver patient, customer, and shareholder value. As a result of its planned spin-off, GE HealthCare will have greater focus and flexibility to serve its customers and invest in growth, and this filing is an important step on that journey.”
GE HealthCare CEO Peter Arduini said, “This is a milestone day for the GE HealthCare team, who is dedicated to our mission to create a world where healthcare has no limits. We believe we have a clear path to deliver precision innovation for our customers and their patients while accelerating growth and optimizing our business as a standalone company.”
Highlights from Form 10
The Form 10 includes detailed information about GE HealthCare, including an overview of its business and strategy, historical financial information, and competitive advantages, among other details. Key information detailed in the Form 10 demonstrates how GE HealthCare expects to:
GE HealthCare will be organized into four business segments aligned with the industries it serves:
Additional Information
As previously announced, GE plans to form three independent, investment grade, industry-leading companies focused on the critical growth sectors of aviation, healthcare, and energy.
GE HealthCare will become a pure-play global healthcare leader following its planned spin-off, which GE continues to expect to complete in the first week of 2023 subject to final approval from the GE Board of Directors and other customary conditions. GE HealthCare will list on The Nasdaq Global Select Market under the ticker symbol “GEHC.” In September, GE announced GE HealthCare’s first Board of Directors, which will bring a strong mix of expertise, industry experience, and diverse perspectives to the company.
As shared in November 2021, GE HealthCare plans to issue debt securities, the proceeds of which are expected to be used to pay down outstanding GE debt over time.
The planned spin-off of GE HealthCare is intended to be tax-free for GE and GE shareholders for U.S. federal income tax purposes. To effect the separation, GE plans to distribute at least 80.1% of GE HealthCare’s common stock to GE’s shareholders. Shareholders do not need to take any action to receive the shares of GE HealthCare to which they will be entitled. GE expects to retain a stake of 19.9 percent in GE HealthCare.
As previously announced, GE HealthCare will host an investor day on Thursday, December 8, 2022, in New York, NY. GE HealthCare’s management team will present its growth strategies and financial outlook, as well as a showcase of its innovative solutions.
Investors, media, and the general public are invited to learn more about the pending spin-off at https://www.ge.com/investor-relations/spinoff-resources. Future updates to the Form 10 will be filed with the SEC and may be viewed at www.sec.gov as filings under GE HealthCare’s current name, GE Healthcare Holding LLC. The Form 10 filed on October 11, 2022, is subject to change and will be made final prior to the effective date.
*GE’s existing energy portfolio of businesses, including Renewable Energy, Power, Digital, and Energy Financial Services, will sit together under the brand name GE Vernova.
Non-GAAP Financial Measures
In this document, we sometimes use information derived from consolidated financial data but not presented in our financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP). Certain of these data are considered “non-GAAP financial measures” under the U.S. Securities and Exchange Commission rules. These non-GAAP financial measures supplement our GAAP disclosures and should not be considered an alternative to the GAAP measure. The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures are included in GE Healthcare Holding LLC’s Form 10 registration statement, which is available on the SEC’s website www.sec.gov.
Forward-looking Statements
This document contains forward-looking statements – that is, statements related to future events that by their nature address matters that are, to different degrees, uncertain. For details on the uncertainties that may cause our actual future results to be materially different than those expressed in our forward-looking statements, including (1) our success in executing and completing asset dispositions or other transactions, including our planned spin-offs of GE HealthCare and GE Vernova, and sales of our equity ownership positions in Baker Hughes and AerCap, the timing of closing for such transactions, the ability to satisfy closing conditions, and the expected proceeds, consideration and benefits to GE; (2) changes in macroeconomic and market conditions and market volatility, including impacts related to the COVID-19 pandemic, risk of recession, inflation, supply chain constraints or disruptions, rising interest rates, the value of securities and other financial assets (including our equity ownership positions in Baker Hughes and AerCap, and expected equity interest in GE HealthCare after its spin-off), oil, natural gas and other commodity prices and exchange rates, and the impact of such changes and volatility on our business operations, financial results and financial position and (3) our de-leveraging and capital allocation plans, including with respect to actions to reduce our indebtedness, the capital structures of the three public companies that we plan to form from our businesses, the timing and amount of dividends, share repurchases, organic investments, and other priorities, see https://www.ge.com/investor-relations/important-forward-looking-statement-information, as well as our SEC filings. We do not undertake to update our forward-looking statements.
About GE
GE (NYSE:GE) rises to the challenge of building a world that works. For more than 130 years, GE has invented the future of industry, and today the company’s dedicated team, leading technology, and global reach and capabilities help the world work more efficiently, reliably, and safely. GE’s people are diverse and dedicated, operating with the highest level of integrity and focus to fulfill GE’s mission and deliver for its customers. www.ge.com
GE Investors
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Long-standing collaboration between ESnet and Ciena helps enable 46.1 Tbps bandwidth and intelligent network services to accelerate scientific discoveries
BERKELEY, Calif. & HANOVER, Md.--(BUSINESS WIRE)--The U.S. Department of Energy’s (DOE) Energy Sciences Network (ESnet) has deployed Ciena's (NYSE:CIEN) coherent optical technology across ESnet6 – the newest generation of the DOE’s high-performance network dedicated to science.
Providing 46.1 Terabits per second (Tbps) of bandwidth and intelligent network services, ESnet6 will support multi-petabyte dataflows typical of science research today and will also scale to manage the emerging exabyte data era of the future. ESnet6 will enable scientists to significantly advance their ability to gain insight from massive datasets produced by experiments that use large scale instruments like genome sequencers, telescope observatories, X-ray light sources and particle accelerators, among many others.
ESnet6 utilizes Ciena's Waveserver 5 powered by WaveLogic 5 Extreme to support 100GbE and 400GbE interconnectivity. Ciena’s optical technology provides reduced cost per bit per kilometer, simplified operations via a web-scale operational model, and smarter software and analytics derived from real-time network data that it reveals. These benefits are critical to ESnet6 as it fuels data for scientific discovery for tens of thousands of DOE-funded researchers at more than 50 U.S. laboratories and supercomputing facilities to research partners around the world.
“ESnet6 provides the foundation for the future of the DOE mission science as we enter an age where discoveries will rely on the integration of scientific experimental facilities, supercomputers and global science teams working together, regardless of location,” stated Inder Monga, Executive Director at Esnet. “ESnet6 could not be built without critical industry pioneers like Ciena. Ciena’s WaveLogic technology allows us to scale the capacity and capability of our network to support the next evolution of data-intensive science.”
“ESnet6 sets a new benchmark in network programmability, intelligence and capacity. The innovation and technology implemented within this network is truly cutting-edge and will support seamless access to data and compute resources, as well as fuel critical scientific research on things like high energy physics, climate change, genomics and astronomy,” said Steve Alexander, Chief Technology Officer at Ciena.
About ESnet
The Energy Sciences Network (ESnet) is a high-performance, unclassified network built to support scientific research. Funded by the U.S. Department of Energy’s Office of Science (SC) and managed by Lawrence Berkeley National Laboratory, ESnet provides services to more than 50 DOE research sites, including the entire National Laboratory system, its supercomputing facilities, and its major scientific instruments. ESnet also connects to over 140 research and commercial networks, permitting DOE-funded scientists to productively collaborate with partners around the world. For more information please visit https://www.es.net/.
About Ciena
Ciena (NYSE: CIEN) is a networking systems, services and software company. We provide solutions that help our customers create the Adaptive Network™ in response to the constantly changing demands of their end-users. By delivering best-in-class networking technology through high-touch consultative relationships, we build the world’s most agile networks with automation, openness and scale. For updates on Ciena, follow us on Twitter @Ciena, LinkedIn, the Ciena Insights blog, or visit www.ciena.com.
Note to Ciena Investors
You are encouraged to review the Investors section of our website, where we routinely post press releases, SEC filings, recent news, financial results, and other announcements. From time to time we exclusively post material information to this website along with other disclosure channels that we use. This press release contains certain forward-looking statements that are based on our current expectations, forecasts, information and assumptions. These statements involve inherent risks and uncertainties. Actual results or outcomes may differ materially from those stated or implied, because of risks and uncertainties, including those detailed in our most recent annual and quarterly reports filed with the SEC. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies and can be identified by words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. Ciena assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.
Press: Jamie Moody
Ciena Corporation
+1 (410) 694-5761
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Investors: Gregg Lampf
Ciena Corporation
+1 (410) 694-5700
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Reinforces Westinghouse leadership in global clean energy and energy security transition
CRANBERRY TOWNSHIP, Pa.--(BUSINESS WIRE)--As announced earlier today, a consortium comprised of Cameco (NYSE: CCJ; TSX: CCO) and Brookfield Renewable (NYSE: BEP; TSX: BEP.UN, BEPC), together with its institutional partners, has signed an agreement to acquire Westinghouse Electric Company from Brookfield Business Partners (BBU).
This transaction brings Westinghouse’s best-in-class clean power technologies under Brookfield Renewable’s cutting-edge hydroelectric, wind, solar, energy storage and distributed generation portfolio, and alongside Cameco’s expertise in front-end uranium fuel capabilities. This will further strengthen Westinghouse’s presence in nuclear technology globally and provide a long-term path for the company’s strategic growth to the benefit of customers.
“This is the start of an exciting new chapter for the Westinghouse team and for nuclear power,” says Patrick Fragman, President and Chief Executive Officer of Westinghouse. “We are grateful to BBU for its stewardship and investments that have strengthened Westinghouse’s position in the nuclear power industry, and more broadly in the clean power world, for the long-term. Now we are proud to join Brookfield Renewable and Cameco, reaffirming the important role played by Westinghouse and nuclear power in enabling the world’s clean energy transition and energy security goals.”
After giving effect to the transaction, Brookfield Renewable and other affiliates of Brookfield Asset Management Inc. will own a 51 percent interest in Westinghouse and Cameco will own 49 percent. Brookfield Renewable is pursuing this opportunity through the Brookfield Global Transition Fund I (“BGTF I”), which is the largest fund in the world focused on the clean energy transition.
The acquisition of Westinghouse is expected to close in the second half of 2023, subject to customary closing conditions and approvals.
Westinghouse Electric Company is shaping the future of carbon-free energy by providing safe, innovative nuclear and other clean power technologies to utilities globally. Westinghouse supplied the world’s first commercial pressurized water reactor in 1957 and the company’s technology is the basis for nearly one-half of the world's operating nuclear plants. Over 135 years of innovation makes Westinghouse the preferred partner for advanced technologies covering the complete nuclear energy life cycle. For more information, visit www.westinghousenuclear.com and follow us on Facebook, LinkedIn and Twitter.
Brookfield Renewable operates one of the world’s largest publicly traded, pure-play renewable power platforms. Its portfolio consists of hydroelectric, wind, solar and storage facilities in North America, South America, Europe and Asia, and totals approximately 24,000 MW of installed capacity and an approximately 100,000 MW development pipeline. Investors can access its portfolio either through Brookfield Renewable Partners L.P. (NYSE: BEP; TSX: BEP.UN), a Bermuda-based limited partnership, or Brookfield Renewable Corporation (NYSE, TSX: BEPC), a Canadian corporation. Further information is available at www.bep.brookfield.com and https://bep.brookfield.com/bepc. Important information may be disseminated exclusively via the website; investors should consult the site to access this information.
Brookfield Renewable is the flagship listed renewable power company of Brookfield Asset Management, a leading global alternative asset manager with approximately $750 billion of assets under management.
The Brookfield Global Transition Fund, co-led by Mark Carney, Brookfield Vice Chair and Head of Transition Investing, and Connor Teskey, CEO of Brookfield Renewable, is Brookfield’s inaugural impact fund focusing on investments that accelerate the global transition to a net-zero carbon economy, while delivering strong risk-adjusted returns to investors. The Fund targets investment opportunities relating to reducing greenhouse gas emissions and energy consumption, as well as increasing low-carbon energy capacity and supporting sustainable solutions. Consistent with its dual objectives of earning strong risk-adjusted returns and generating a measurable positive environmental change, the Fund will report to investors on both its financial and environmental impact performance.
Cameco is one of the largest global providers of the uranium fuel needed to energize a clean-air world. Our competitive position is based on our controlling ownership of the world’s largest high-grade reserves and low-cost operations. Utilities around the world rely on our nuclear fuel products to generate safe, reliable, carbon-free nuclear power. Our shares trade on the Toronto and New York stock exchanges. Our head office is in Saskatoon, Saskatchewan.
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TORONTO--(BUSINESS WIRE)--#Technology--STEER Technologies Inc. (“the Company”) (TSXV: STER) (OTCQX: STEEF), an integrated ESG technology platform, is pleased to announce that its corporate name change process has been completed and all changes including those related to stock exchange symbols are in full effect. Trading on the TSXV in the Company’s common shares under the new ticker symbol “STER” has commenced at market opening today, October 11, 2022. Contemporaneously, the Company’s common shares on the OTCQX have begun trading under the new stock symbol “STEEF”.
The Company’s common shares have a new CUSIP number of 858335102 and ISIN number of CA8583351025. The transfer agent of the Company continues to be Odyssey Trust Company. There is no change in the capitalization of the Company in connection with the change of name and new trading symbols. No action is required by existing security holders of the Company with respect to the name change and new trading symbols. Outstanding common shares certificates or DRS notices do not need to be exchanged. If registered shareholders have any questions or wish to receive an updated DRS statement or share certificate, they can contact the Company’s transfer agent, Odyssey Trust by calling toll free 1 (587) 885-0960, or by email at This email address is being protected from spambots. You need JavaScript enabled to view it. or by visiting www.odysseycontact.com.
About the Company
STEER is an integrated ESG technology platform that moves people and delivers things through subscription and on-demand services. The Company’s goal is to build a one-of-a-kind system that aggregates conscientious users, through a series of connected offerings, and enables them to buy, sell, or invest with the same platform, STEER. The Company’s offerings generally fall into two categories: subscription-based offerings led by its flagship electric vehicle subscription business, STEER EV, and on-demand services incorporating delivery, B2B marketplace, Delivery-as-a-Service (DaaS) and rideshare businesses. The Company’s platform is also powered by EcoCRED, its big data, analytics and machine learning engine which seeks to capture, analyze, parse and report on key data points in ways that measure the Company’s impact on carbon reductions and offsets.
For more about the Company, visit www.steeresg.com.
Suman Pushparajah, CEO
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STEER
100 Consilium Pl, Unit 400
Scarborough, ON
Canada M1H 3E3
www.steeresg.com
Forward-Looking Information
Certain information in this press release contains forward-looking information, including with respect to the Company’s business, operations and condition, management’s objectives, strategies, beliefs and intentions, and the company’s forward plans to scale up its electric vehicle fleet. This information is based on management’s reasonable assumptions and beliefs in light of the information currently available to us and are made as of the date of this press release. Actual results and the timing of events (for example, the success of the Company’s rebranding campaigns with its new name) may differ materially from those anticipated in the forward-looking information as a result of various factors. Information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. Statements containing forward-looking information are not facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements.
See “Forward-Looking Information” and “Risk Factors” in the Company’s Annual Management Discussion & Analysis (MD&A) for the year ended December 31, 2021 (filed on SEDAR on May 2, 2022) and its interim MD&A for the periods ended March 31, 2022 (filed on SEDAR on May 30, 2022) and June 30, 2022 (filed on SEDAR on August 29, 2022) for a discussion of the uncertainties, risks and assumptions associated with these statements and other risks. Readers are urged to consider the uncertainties, risks and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information. We have no intention and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities legislation and regulatory requirements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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SAN JOSE, Calif.--(BUSINESS WIRE)--Power Integrations (Nasdaq: POWI) will release its third-quarter financial results after market hours on Wednesday, November 2, 2022, and will host a conference call that day beginning at 1:30 p.m. Pacific time.
Members of the investment community can register for the call by visiting the following link: https://conferencingportals.com/event/iobnvsok. Live and archived audio webcasts of the conference call will be available on the company’s website at https://investors.power.com.
About Power Integrations
Power Integrations, Inc. is a leading innovator in semiconductor technologies for high-voltage power conversion. The company’s products are key building blocks in the clean-power ecosystem, enabling the generation of renewable energy as well as the efficient transmission and consumption of power in applications ranging from milliwatts to megawatts. For more information please visit www.power.com.
Power Integrations and the Power Integrations logo are trademarks or registered trademarks of Power Integrations, Inc. All other trademarks are property of their respective owners.
Joe Shiffler
(408) 414-8528
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FORT WORTH, Texas--(BUSINESS WIRE)--Clearfork Midstream LLC (“Clearfork”) today announced the signing of several new producer-customer commercial agreements and treating capacity expansions on its Holly System in North Louisiana. The announcement highlights Clearfork’s continued commercial success and growth following its acquisition in February 2022 of a natural gas gathering and treating platform serving core areas of the Haynesville Shale in North Louisiana and East Texas. Clearfork is actively developing new midstream gathering and treating projects in addition to increasing downstream takeaway optionality for Haynesville producers.
In connection with a long-term acreage dedication finalized in August 2022, Clearfork is expanding the footprint of its Holly System by constructing a 24-inch diameter pipeline to the east side of the Red River in northeast Red River Parish, Louisiana. On the west side of the Holly System, Clearfork is constructing a 16-inch diameter pipeline that will expand Clearfork’s capacity in the Spring Ridge area in Caddo Parish, Louisiana, to service expected customer production growth in 2023. As part of these expansions, Clearfork plans to build new interconnects for additional takeaway capacity and downstream market optionality for customers.
In conjunction with the gathering expansion, Clearfork is increasing its overall treating and compression capacity across its Holly System. Treating capacity at Clearfork’s Holly 3 facility will increase with the installation of new contactor towers, optimization projects, and additional compression across the system, which will provide lower-pressure service while also meeting the pressure requirements of downstream pipelines. Treating capacity at Clearfork’s Holly 6 facility will increase with the installation of a recently acquired amine plant and related assets. Looking beyond these expansion projects, Clearfork also owns idle amine treating assets that could, when paired with additional commercial activity, further increase treating capacity to bring the total treating capacity across Clearfork’s Holly System to approximately 1.8 Bcf/d in 2023.
“We’re pleased to announce these new commercial agreements and expansion projects on our Holly System, which provides our Haynesville producer customers with access to premium downstream markets,” said Clearfork CEO Kipper Overstreet. “These expansions strengthen our position in the Haynesville, where we remain focused on deploying growth capital and developing the infrastructure needed to serve our customers’ needs. Our commercial and operational teams have been instrumental in building relationships with our customers in accordance with our core values. We know our customers put their trust in us to be a dependable partner and a reliable operator, so we’ve also invested heavily in making operational improvements to support our uptime targets. We’re committed to making additional improvements as we strive to exceed customer expectations and industry standards.”
About Clearfork Midstream
Formed in 2020 and based in Fort Worth, Clearfork is a growth-oriented midstream company that provides midstream solutions for natural gas producers in the Haynesville Shale formation. The company’s vision is to build long-term, mutually beneficial relationships with producers by offering reliable midstream services and a collaborative approach that maximizes the value of production. Clearfork’s services currently include natural gas gathering, treating, dehydration, compression, and transportation in North Louisiana and East Texas. Clearfork is backed by a $400 million equity commitment from EnCap Flatrock Midstream. For more information, please visit clearforkmidstream.com.
About EnCap Flatrock Midstream
EnCap Flatrock Midstream provides value-added growth capital to proven management teams focused on midstream infrastructure opportunities across North America. The firm was formed in 2008 by a partnership between EnCap Investments L.P. and Flatrock Energy Advisors, LLC. Based in San Antonio with offices in Oklahoma City and Houston, the firm manages investment commitments of nearly $9 billion from a broad group of prestigious institutional investors. EnCap Flatrock Midstream is currently making commitments to management teams from EFM Fund IV, a $3.25 billion fund. For more information, please visit efmidstream.com.
Redbird Communications
Bevo Beaven
720.666.5064 m
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Tri-State proposed methodology rejected; Exit methodology clarity may enable future distribution cooperative exits
DENVER--(BUSINESS WIRE)--On September 29, 2022, after the Federal Energy Regulatory Commission (FERC) rejected Tri-State’s proposed Contract Termination Payment (CTP) methodology, a FERC Administrative Law Judge (ALJ) granted distribution cooperatives another victory when it issued an Initial Decision for determining the methodology for calculating the exit fee to be paid by members of Tri-State Generation & Transmission Association (Tri-State) seeking to withdraw from the generation and transmission cooperative. This ruling is also highly relevant to those Tri-State customers seeking to know the cost methodology for withdrawing in the future.
Context on the Matter
The dispute over the appropriate Tri-State CTP methodology stems from Tri-State Members’ attempts to exit the cooperative membership, and the FERC’s determination on June 17, 2021 that Tri-State’s earlier CTP methodology proposal failed to provide fair and transparent procedures for Members considering such termination. In that June 17 ruling, the Commission and the ALJ outright rejected Tri-State's proposed CTP methodology that required exiting customers to pay all future revenues that would be lost to Tri-State.
“The ALJ methodology respects the distribution cooperatives’ role as a customer and owner and paves the way for a just and reasonable transition for exiting cooperatives and the G&T moving forward,” said Robin Lunt, Chief Commercial Officer of Guzman Energy. “The ALJ and FERC staff created a robust record and roadmap that we anticipate will pave the way for a favorable Commission decision enabling distribution cooperatives to evaluate competitive power supply options.”
ALJ’s Recommended Approach for Final FERC Decision
On September 29, 2022, the FERC ALJ adopted a balance sheet approach to measure the liabilities (i.e., debt and other obligations) that Tri-State has incurred to serve a departing member and assigns said member a pro rata share of these liabilities. Responsibility for Tri-State’s debt and PPAs is allocated to exiting cooperatives based upon the past three-year average share of Member billings (as opposed to patronage capital share).
In addition, the ALJ identified specific treatments for the following key points upon an exit:
The ALJ’s Initial Decision is now subject to review by FERC. Interested parties to the proceeding will have the opportunity to brief their positions on the Initial Decision. A final decision from FERC is currently expected around July 2023.
Guzman Energy, as an interested party, intervened and participated in the proceeding. Guzman works with distribution cooperatives that often seek full or partial G&T exits in order to leverage competitive market pricing for power and pursue their own local power generation assets.
About Guzman Energy
Guzman Energy is a wholesale power provider dedicated to communities in search of affordable and reliable energy. We partner with cooperatives, municipalities, companies, and tribes across North America to customize energy portfolios that make economic and environmental sense for today and tomorrow. Together, we are lighting the way forward. Visit guzmanenergy.com.
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MISSISSAUGA, Ontario--(BUSINESS WIRE)--Schneider Electric, the leader in the digital transformation of energy management and automation, has been honoured with three AVA Digital Awards from the Association of Marketing and Communication Professionals, as well as a 2022 WebAward from The Web Marketing Association.
The AVA Digital Awards, administered and judged by the Association of Marketing and Communication Professionals, is an international competition that recognizes excellence by creative professionals responsible for the planning, concept, direction, design, and production of digital communication. Work ranges from digital campaigns and audio and video production, to website development, social media engagement, and mobile marketing. After facing off against over 2,500 global entries, including companies like Microsoft, Dell, AT&T, and McKinsey, Schneider Electric won the Platinum award for the US Microgrids SEO campaign, as well as two Gold awards for the mySchneider Personalized Partner Experience and the B2C Connected Home Experience.
The Web Marketing Association's annual WebAward Competition recognizes excellence for website development through an independent panel of expert judges from around the world that review sites across 86 industries. The WebAward Competition is a premier award recognition program for website developers and the online marketing community and only the best are recognized with a WebAward. Schneider Electric’s mySchneider Distributor Experience was recognized with the B2B Standard of Excellence Award. Best websites are selected by judging across seven criteria – design, ease of use, copywriting, interactivity, use of technology, innovation and content. The mySchneider Distributor Experience offers a customized experience providing 24/7 access to all the content, software, tools and services distributors need to manage their business. Schneider Electric continues to demonstrate leadership in digital innovation and as a strong partner for digital transformation for end-users and partners.
“In this fast-paced, connected world, we promise our customers and partners that we will bring the latest tools, resources, trainings, and programs to support their needs,” said Erin Kalidindi, Schneider Electric’s Vice President of Digital Customer Experience, North America. “We strive to ensure our web and digital platforms provide the best customer experience possible, and we’re honored to be recognized for this by the AVA Digital Awards and The Web Marketing Association.”
Schneider Electric is helping customers succeed through the following international award-winning digital platforms:
Schneider Electric focuses on end-to-end digital experiences that deliver frictionless digital relationships of the future for customers and frontline employees to enable growth and customer loyalty.
To register for mySchneider or to log in and see what's new, please visit https://www.se.com/myschneider/.
About Schneider Electric
Schneider’s purpose is to empower all to make the most of our energy and resources, bridging progress and sustainability for all. We call this Life Is On.
Our mission is to be your digital partner for Sustainability and Efficiency.
We drive digital transformation by integrating world-leading process and energy technologies, end-point to cloud connecting products, controls, software and services, across the entire lifecycle, enabling integrated company management, for homes, buildings, data centers, infrastructure and industries.
We are the most local of global companies. We are advocates of open standards and partnership ecosystems that are passionate about our shared Meaningful Purpose, Inclusive and Empowered values.
Discover Life Is On
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Hashtags: #SchneiderElectric #LifeIsOn #SchneiderDigital #AvaAwards #WebAwards
Media:
Media Relations - Edelman on behalf of Schneider Electric, Juan Pablo Guerrero
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MINNEAPOLIS--(BUSINESS WIRE)--Northern Oil and Gas, Inc. (NYSE: NOG) (the “Company” or “NOG”) today announced the pricing of its offering of $435.0 million aggregate principal amount of 3.625% convertible senior notes due 2029 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering size was increased from the previously announced offering size of $350 million aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on October 14, 2022, subject to customary closing conditions. The Company also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $65.0 million principal amount of notes.
The Company intends to use a portion of the net proceeds of the offering to fund the cost of entering into the capped call transactions described below. In addition, the Company intends to use approximately $30 million of the net proceeds of this offering to repurchase shares of its common stock concurrently with the pricing of the offering in privately negotiated transactions effected through one of the initial purchasers of the notes or its affiliate, as the Company’s agent. The Company intends to use any remaining net proceeds from the offering for general corporate purposes (initially, the repayment of a portion of the outstanding debt under its revolving credit facility, and ultimately to fund the cash purchase price for recently announced acquisitions of non-operated properties in the Delaware Basin). If the initial purchasers exercise their option to purchase additional notes, the Company expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties (as defined below).
The notes will be senior, unsecured obligations of the Company and will accrue interest at a rate of 3.625% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2023. The notes will mature on April 15, 2029, unless earlier repurchased, redeemed or converted. Before October 16, 2028, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after October 16, 2028, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will have the right to elect to settle conversions either entirely in cash or in a combination of cash and shares of its common stock. However, upon conversion of any notes, the conversion value, which will be determined over a period of multiple trading days, will be paid in cash up to at least the principal amount of the notes being converted. The initial conversion rate is 26.3104 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $38.01 per share of common stock. The initial conversion price represents a premium of approximately 27.5% over the last reported sale price of $29.81 per share of the Company’s common stock on October 11, 2022. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
In connection with the pricing of the notes, the Company entered into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of the Company’s common stock underlying the notes. If the initial purchasers exercise their option to purchase additional notes, the Company expects to enter into additional capped call transactions with the option counterparties.
The cap price of the capped call transactions will initially be $52.1675 per share, which represents a premium of 75% over the last reported sale price of the Company’s common stock of $29.81 per share on October 11, 2022, and is subject to certain adjustments under the terms of the capped call transactions.
The capped call transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be, with such offset subject to a cap.
In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates except to enter into various derivative transactions with respect to the Company’s common stock concurrently with, or shortly after, the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of the Company’s common stock or the notes at that time. In addition, the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company’s common stock and/or purchasing or selling the Company’s common stock or other securities of the Company in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period relating to a conversion of the notes). This activity could also cause or prevent an increase or a decrease in the market price of the Company’s common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs following conversion or during any observation period related to a conversion of the notes, it could affect the amount and value of the consideration that noteholders will receive upon conversion of the notes.
The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
ABOUT NOG
NOG is a company with a primary strategy of investing in non-operated minority working and mineral interests in oil & gas properties, with a core area of focus in the premier basins within the United States.
SAFE HARBOR
This press release contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act and the Securities Exchange Act of 1934, as amended. All statements, including statements regarding the completion, timing and size of the proposed offering, the intended use of the proceeds, the anticipated terms of, and the effects of entering into, the capped call transactions and the terms of the notes being offered, other than statements of historical facts included in this press release, are forward-looking statements. When used in this press release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about actual or potential future production and sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company’s control) that could cause actual results to differ materially from those set forth in the forward looking statements, including the following: changes in crude oil and natural gas prices, the pace of drilling and completions activity on the Company’s properties and properties pending acquisition, the effects of the COVID-19 pandemic and related economic slowdown, the Company’s ability to acquire additional development opportunities, changes in the Company’s reserves estimates or the value thereof, general economic or industry conditions, nationally and/or in the communities in which the Company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, the Company’s ability to consummate any pending acquisition transactions, other risks and uncertainties related to the closing of pending acquisition transactions, the Company’s ability to raise or access capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, and other economic, competitive, governmental, regulatory and technical factors affecting the Company’s operations, products, services and prices. Additional information concerning potential factors that could affect future financial results is included in the section entitled “Item 1A. Risk Factors” and other sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2022 and June 30, 2022, as updated from time to time in amendments and subsequent reports filed with the SEC, which describe factors that could cause the Company’s actual results to differ from those set forth in the forward-looking statements.
The Company has based these forward-looking statements on its current expectations and assumptions about future events. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as may be required by applicable law or regulation, the Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Investor Relations
(952) 476-9800
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