Business Wire News

MIAMI--(BUSINESS WIRE)--World Fuel Services Corporation (NYSE:INT) announced today that its board of directors has declared a quarterly cash dividend of $0.12 per share payable on July 1, 2021 to shareholders of record on June 4, 2021.


About World Fuel Services Corporation

Headquartered in Miami, Florida, World Fuel Services is a global energy management company involved in providing supply fulfillment, energy procurement advisory services, and transaction and payment management solutions to commercial and industrial customers, principally in the aviation, marine and land transportation industries. World Fuel Services sells fuel and delivers services to its clients at more than 8,000 locations in more than 200 countries and territories worldwide.

For more information, call 305-428-8000 or visit www.wfscorp.com.


Contacts

Ira M. Birns
Executive Vice President & Chief Financial Officer
or
Glenn Klevitz, Vice President, Treasurer and Investor Relations
305-428-8000

NEUSLING, Germany--(BUSINESS WIRE)--Ideematec, the leading global supplier of solar tracking systems, today announced that John Susa has joined the company in the role of Chief Sales Officer. Susa will be reporting into CEO and Co-founder Mario Eckl and will be responsible for driving global sales expansion.



"We're delighted that John has joined our team," said Mario Eckl, "he has a proven track record of building solid relationships and driving strong revenue growth through identifying, developing, and realising new business opportunities. His wealth of experience in the PV industry is indispensable.”

John has spent over thirteen years working in the Solar Industry, most recently he was based in Germany, managing SMA Solar’s Global Sales and Service over the past two and a half years. During this time, SMA consolidated its customer base in Europe and North America in particular, and achieved enviable revenue growth.

Prior to that, John was responsible for establishing and growing SMA sales in both the Asia Pacific and North American regions. He is credited with successfully restructuring and leading business improvement at SMA North America. He also established SMA subsidiaries in China and Brazil, while growing business in Australia and Japan.

He moved to SMA from Trina Solar, where he spent over six years establishing a string foothold for the business in Australia and New Zealand.

I’m thrilled to have joined the Ideematec team,” said John. “The product portfolio is remarkable, in particular the new Horizon L-Tec® solar trackers. The company also has a number of impressive flagship reference projects. I’m really looking forward to applying my experience and leveraging my industry contacts to support a shared vision of even stronger business growth and expansion.” His start date with Ideematec was Monday, May 10th.

About Ideematec

Ideematec is a trusted global supplier of solar tracking systems, headquartered in Germany. Established in 2003, the company is a tracker provider for the utility-scale sector. Ideematec pioneered the 2P high-span safeTrack Horizon™ tracker, powered by a patented decoupled drive technology. Since 2017, the company has successfully delivered some of the biggest solar facilities on three continents, including Australia (350 MW), Jordan (250 MW) and Spain (200 MW). And is actually delivering its trackers for the largest solar project in Qatar (800MW).

For more information please visit: https://www.ideematec.com/


Contacts

Evelyn Kroiß
This email address is being protected from spambots. You need JavaScript enabled to view it.

HOUSTON--(BUSINESS WIRE)--The Port Commission of the Port of Houston Authority will conduct its regular monthly meeting virtually on Tuesday, May 25 at 9:15 a.m., via WebEx webinar.


The agenda and the instructions to access this virtual meeting are available at https://porthouston.com/leadership/public-meetings/.

Sign up for public comment is available up to an hour before the Port Commission Regular Monthly, Committee and Advisory Council meetings by contacting Erik Eriksson at This email address is being protected from spambots. You need JavaScript enabled to view it. or Liana Christian at This email address is being protected from spambots. You need JavaScript enabled to view it..

Currently, the Port Authority Executive Office Building is closed to the general public at this time. Texas Governor Abbott’s action of March 16, 2020 allows virtual and telephonic open meetings to maintain government transparency.

About Port Houston
For more than 100 years, Port Houston has owned and operated the public wharves and terminals along the Houston Ship Channel – the nation’s largest port for waterborne tonnage and an essential economic engine for the Houston region, the state of Texas, and the U.S. nation. The more than 200 private and eight public terminals along the federal waterway supports the creation of nearly 1.35 million jobs in Texas and 3.2 million jobs nationwide, and economic activity totaling $339 billion in Texas – 20.6% of Texas’ total gross domestic product (GDP) – and a total of $801.9 billion in economic impact across the nation. For more information, visit the website: https://porthouston.com/


Contacts

Lisa Ashley, Director, Media Relations, Port Houston
Office: 713-670-2644; Mobile: 832-247-8179; E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.

AMES, Iowa--(BUSINESS WIRE)--$REGI--Renewable Energy Group, Inc. (REG) (NASDAQ: REGI) announced today it has closed its previously announced private offering of $550 million aggregate principal amount of 5.875% senior secured notes due 2028 (the “Notes”) in a private placement pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).


The net proceeds from the private placement of the Notes were approximately $538 million, after deducting the initial purchasers’ discount and estimated offering expenses payable by REG. REG intends to use the net proceeds to finance or refinance, in part or in full, new and/or existing eligible green projects, including the expansion of REG’s Geismar, Louisiana biorefinery.

The Notes will mature on June 1, 2028 unless earlier redeemed or repurchased. On or after June 1, 2024, REG may redeem for cash all or part of the Notes at a redemption price equal to the principal amount thereof, plus accrued and unpaid interest, if any. Unless the Notes have been called for redemption, holders may require REG to repurchase the Notes, in cash, upon the occurrence of certain fundamental changes at a repurchase price equal to the principal amount thereof, plus accrued and unpaid interest, if any.

The Notes and related guarantees were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act or outside the United States to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The offer and sale of the Notes and related guarantees was not registered under the Securities Act or applicable state securities laws and, unless so registered, the Notes and related guarantees may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

About Renewable Energy Group

Renewable Energy Group, Inc. is leading the energy industry's transition to sustainability by transforming renewable resources into high-quality, cleaner fuels. REG is an international producer of cleaner fuels and one of North America’s largest producers of advanced biodiesel. REG solutions are alternatives for petroleum diesel and produce significantly lower carbon emissions. REG utilizes an integrated procurement, distribution and logistics network to operate 12 biorefineries in the U.S. and Europe. In 2020, REG produced 519 million gallons of cleaner fuel delivering 4.2 million metric tons of carbon reduction. REG is meeting the growing global demand for lower-carbon fuels and leading the way to a more sustainable future.

Note Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical fact, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the expected use of the net proceeds from the Notes and expectations regarding the eligible green project (including the expansion of the Geismar, Louisiana biorefinery). These forward-looking statements are based on current expectations, estimates, assumptions and projections that are subject to change, and actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, market and other conditions that may affect REG’s ability to complete the offering, risks related to REG’s ability to satisfy the conditions required to close any sale of the Notes, the use of the proceeds from any sale of the Notes, factors affecting REG’s business that may affect REG’s liquidity and working capital requirements, REG’s ability to successfully finance or refinance the eligible green projects (including the expansion of REG’s Geismar, Louisiana biorefinery), impacts related to the COVID-19 or any other pandemic, and other risks and uncertainties described from time to time in REG’s annual report on Form 10-K, quarterly reports on Forms 10-Q and other periodic filings with the Securities and Exchange Commission. All forward-looking statements are made as of the date of this press release, and REG does not undertake to update any forward-looking statements based on new developments or changes in its expectations, except as required by law.


Contacts

Todd Robinson
Deputy Chief Financial Officer
Renewable Energy Group
This email address is being protected from spambots. You need JavaScript enabled to view it.
(515) 239-8048

DUBLIN--(BUSINESS WIRE)--The "Autonomous Construction Equipment Global Market Report 2021: COVID-19 Growth and Change to 2030" report has been added to ResearchAndMarkets.com's offering.


Autonomous Construction Equipment Global Market Report 2021: COVID-19 Growth and Change to 2030 provides the strategists, marketers and senior management with the critical information they need to assess the global autonomous construction equipment market.

Major players in the autonomous construction equipment market are Komatsu Ltd, Caterpillar Inc., Hitachi Construction Machinery Co., Ltd., Volvo Construction Equipment, Built Robotics, Inc., Cyngn, Royal Truck & Equipment, Case Construction Equipment, Deere and Company.

The global autonomous construction equipment market is expected to grow from $9.47 billion in 2020 to $10.52 billion in 2021 at a compound annual growth rate (CAGR) of 11.1%.

The growth is mainly due to the companies resuming their operations and adapting to the new normal while recovering from the COVID-19 impact, which had earlier led to restrictive containment measures involving social distancing, remote working, and the closure of commercial activities that resulted in operational challenges. The market is expected to reach $15.13 billion in 2025 at a CAGR of 10%.

Most of the construction companies are facing heavy equipment operator shortage throughout the world. Manufacturers are more focused towards technology such as robotics and automation primarily to combat labour shortages along with finishing up their tasks faster, reduce wastage and provide high yields with improved quality.

Experts believed that, one of the best solutions to combat labour shortage is to automate construction equipment, especially in remote areas, for repetitive tasks and in locations with significant labour shortages. Therefore, shortage in labour or skilled workforce is driving the Autonomous construction equipment market.

Safety and cyber security issues have always been a major challenge in the autonomous construction equipment market. To automate construction equipment, regardless of the control system used, cybersecurity always remains a key concern as it is challenging to control the potential damage that could be caused by hacking of heavy equipment.

It presents remote access for hackers to exploit system vulnerabilities of communication systems between vehicles and infrastructure. Threats associated with the protection and safety of the personal information is always being a major concern, limiting the growth of the Autonomous construction equipment market.

The market covered in this report is segmented by autonomy into partial/semi-autonomous. It is also segmented by product type into earth moving equipment; construction vehicles; material handling equipment; concrete & road construction equipment and by application into road construction; building construction; others.

Making existing equipment autonomous is the growing trend in Autonomous construction equipment market. Companies are interested in automation but implementation cost for deployment of technology is high. Therefore, construction companies are planning to rent autonomous machines to stay competitive by using new technology without the potential barriers of high investments. This is mainly avoiding costs associated with purchasing a construction equipment.

For instance, cost of owning a commercial truck may add up to roughly $8,500 annually according to the statistics. To reduce the overall expenses, they are working on solutions to make their existing equipment autonomous. Built Robotics, is providing a manufacturer-agnostic solution to clients that wants to automate their machine by which customer could make their machinery autonomous without sacrificing manual operating capabilities. With more machines to be likely become autonomous in the future, promising developments are on the horizon.

In June 2019, Mortenson, a U.S.-based, top-20 builder, developer and leading renewable energy contractor, has announced a strategic partnership with a San Francisco-based developer of autonomous robotic equipment technology, Built Robotics.

Built Robotics builds robotic upgrade kits for common construction equipment such as bulldozers, excavators and skid steers. Combined with its proprietary software, it designs autonomous equipment with multilayer safety systems to ensure 100 percent safe operation. The deal will focus on heavy civil earthmoving activities on renewable energy projects that Mortenson is building in North America.

Key Topics Covered:

1. Executive Summary

2. Autonomous Construction Equipment Market Characteristics

3. Autonomous Construction Equipment Market Trends and Strategies

4. Impact of COVID-19 on Autonomous Construction Equipment

5. Autonomous Construction Equipment Market Size and Growth

5.1. Global Autonomous Construction Equipment Historic Market, 2015-2020, $ Billion

5.1.1. Drivers of the Market

5.1.2. Restraints on The Market

5.2. Global Autonomous Construction Equipment Forecast Market, 2020-2025F, 2030F, $ Billion

5.2.1. Drivers of the Market

5.2.2. Restraints on the Market

6. Autonomous Construction Equipment Market Segmentation

6.1. Global Autonomous Construction Equipment Market, Segmentation By Autonomy, Historic and Forecast, 2015-2020, 2020-2025F, 2030F, $ Billion

  • Partial
  • Semi Autonomous

6.2. Global Autonomous Construction Equipment Market, Segmentation By product type, Historic and Forecast, 2015-2020, 2020-2025F, 2030F, $ Billion

  • Earth Moving Equipment
  • Construction Vehicles
  • Material Handling Equipment
  • Concrete & Road Construction Equipment

6.3. Global Autonomous Construction Equipment Market, Segmentation By application, Historic and Forecast, 2015-2020, 2020-2025F, 2030F, $ Billion

  • Road Construction
  • Building Construction
  • Others

7. Autonomous Construction Equipment Market Regional and Country Analysis

7.1. Global Autonomous Construction Equipment Market, Split By Region, Historic and Forecast, 2015-2020, 2020-2025F, 2030F, $ Billion

7.2. Global Autonomous Construction Equipment Market, Split By Country, Historic and Forecast, 2015-2020, 2020-2025F, 2030F, $ Billion

Companies Mentioned

  • Komatsu Ltd
  • Caterpillar Inc.
  • Hitachi Construction Machinery Co. Ltd.
  • Volvo Construction Equipment
  • Built Robotics Inc.
  • Cyngn
  • Royal Truck & Equipment
  • Case Construction Equipment
  • Deere and Company

For more information about this report visit https://www.researchandmarkets.com/r/58u7zn


Contacts

ResearchAndMarkets.com
Laura Wood, Senior Press Manager
This email address is being protected from spambots. You need JavaScript enabled to view it.
For E.S.T Office Hours Call 1-917-300-0470
For U.S./CAN Toll Free Call 1-800-526-8630
For GMT Office Hours Call +353-1-416-8900

NORTH ANDOVER, Mass.--(BUSINESS WIRE)--Watts Water Technologies, Inc. (NYSE: WTS) today announced that Robert J. Pagano, Jr., Chief Executive Officer & President; Shashank Patel, Chief Financial Officer, and Timothy M. MacPhee, Treasurer & Vice President Investor Relations will participate in the Cowen and Company Virtual Sustainability & Energy Transition Summit 2021 on Wednesday, June 9, 2021 at 8:00 a.m. Eastern Daylight Time.


Watts Water Technologies, Inc., through its family of companies, is a global manufacturer headquartered in the USA that provides one of the broadest plumbing, heating, and water quality product lines in the world. Watts Water companies and brands offer innovative plumbing, heating, and water quality solutions for commercial, residential, and industrial applications. For more information, visit www.wattswater.com.


Contacts

Watts Water Technologies, Inc.
Timothy M. MacPhee
Treasurer & Vice President
Investor Relations
Telephone: 978-689-6201
Fax: 978-794-0353

NEW YORK--(BUSINESS WIRE)--Blackstone (NYSE:BX) today announced the appointment of Alasdair Cathcart as a Senior Advisor to Blackstone Energy Partners. Previously, Cathcart was a senior executive at Bechtel, a leading global engineering and construction firm, where he led several divisions, including Power and LNG. Bechtel has a long history of helping its customers plan and develop projects that improve resiliency and increase access to sustainable, cost-efficient energy.


David Foley, Global Head of Blackstone Energy Partners said: “Alasdair will be a great advisor to our team as we seek out new opportunities to support the ongoing transition to cleaner, more efficient and affordable energy. Our entire global team and broad platform will benefit from Alasdair’s depth of experience and expertise in many different segments of the energy and power market.”

Bilal Khan, Senior Managing Director at Blackstone, said: “We are actively continuing our strategy of investing in the development and construction of new capacity to help generate and deliver energy efficiently, which is essential to support economic growth and improvement in living conditions around the world. Alasdair’s decades of hands-on experience supervising the construction of large and complex energy assets worldwide will be an invaluable resource to our team.”

Alasdair Cathcart said: “I look forward to advising the team at Blackstone and adding value as they seek out new ways to support the ongoing global energy transition. Blackstone has been a pioneer in the development and construction of energy projects around the world and is well positioned to help accelerate the move to cleaner and more efficient energy use globally.”

Alasdair has over 30 years of experience in the energy and infrastructure sectors, most recently as President of Bechtel’s global Oil, Gas & Chemicals business headquartered in Houston, Texas, where he was responsible for 8,000 professional staff and 40,000 craft professionals and managed seven business lines. Prior to that role, he served as General Manager of the LNG business line, responsible for strategy, business development and project execution. From 2010 to 2013 he was President of Bechtel’s global Power business. He joined Bechtel in 1989 and served the company in a variety of leadership positions in corporate and project roles in nine countries.

Blackstone Energy Partners

Blackstone Energy Partners is Blackstone’s energy-focused private equity business and a leading energy investor with a successful long-term record. The Blackstone Energy Partners team has invested over $18 billion of equity globally across a broad range of sectors within the energy industry. Our investment philosophy is based on backing exceptional management teams with flexible capital to provide solutions that help energy companies grow and improve performance, thereby delivering cleaner, more reliable and affordable energy to meet the needs of the global community. In the process, we build stronger, larger scale enterprises, create jobs and generate lasting value for our investors, employees and all stakeholders.


Contacts

Kate Holderness
This email address is being protected from spambots. You need JavaScript enabled to view it.
917 318 6818

Company uses Tigo Energy TS4 MLPE for PV Safe Energy Storage Systems throughout North America


CAMPBELL, Calif.--(BUSINESS WIRE)--#energystorage--Tigo Energy, Inc., the solar industry’s leading Flex MLPE (Module Level Power Electronics) supplier, announced today that EnPower Star has deployed its clean, renewable and affordable energy storage systems using the Tigo TS4-A-2F and RSS Transmitter to enable rapid shutdown for PV modules.

The Tigo TS4-A-2F is a reliable, cost effective rapid shutdown solution that meets the latest module level shutdown requirements, including NEC 2017/2020. The TS4-A-2F is UL PVRSS certified for use with the largest network of inverters, many of which feature a built in RSS transmitter. By connecting to two modules, the TS4-A-2F reduces labor time and enables 16% fewer connections on a 14-panel string compared to single channel MLPE.

"It is imperative that our systems are available to the public at an affordable rate so that they can be deployed quickly to meet the growing market need for energy storage,” according to Steve Hopwood, Managing Partner, EnPower Star, LLC. “We use the Tigo TS4 product because it is simple and trusted, making it ideal as a plug-and-play rapid shutdown solution across the breadth of installers around the United States.”

The EnPower Star energy storage systems enable both homeowners and commercial customers to gain access to safe, reliable, and efficient power management that harnesses the full potential of renewable sources and leverages off-peak low-cost grid energy. The system includes the ARO High Voltage Battery, EPS MIN3000I-MIN11400I Inverters, the EPS ATS and Split Phase Transformers, EPS Smart Meter, as well as the ShinePhone and ShineServer Smart Monitor. Interested installers in the United States should reach out via the EnPower Star website: https://www.enpowerstar.com/distributors-sign-up/

“Tigo continuously seeks to provide system owners choice as they embrace economical solar,” said JD Dillon, Tigo’s Chief Marketing Officer. “The EnPower Star Energy Storage System offers homeowners a safe, reliable and affordable option to reduce reliance on the grid, minimize electricity bills, as well as prevent the waste of renewable energy.”

Tigo Energy provides flexible solutions that increase energy production of PV systems with optimization, decrease operating costs with remote monitoring and enhance safety with rapid shutdown capabilities. Tigo is different because it gives its PV customers the power to choose the right features and the right inverter for a tested and certified solution at the equipment and system level that maximizes the benefit for their installation.

About Tigo

Tigo is the worldwide leader in Flex-MLPE (Module Level Power Electronics) with innovative solutions that increase energy production, decrease operating costs, and significantly enhance safety of photovoltaic (PV) systems. Tigo’s TS4 platform maximizes the benefit of PV systems and provides customers with the most scalable, versatile, and reliable MLPE solution available. Tigo was founded in Silicon Valley in 2007 to accelerate the adoption of solar energy worldwide. Tigo systems operate on 7 continents and produce gigawatt hours of reliable, clean, affordable and safe solar energy daily. Tigo's global team is dedicated to making the best MLPE on earth so more people can enjoy the benefits of solar. Visit us at www.tigoenergy.com.

About EnPower Star

EnPower Star is an industry leader in clean, renewable & affordable energy storage systems. Their goal is to provide safe, efficient, innovative, and economically viable products to residential consumers as well as custom solutions for commercial and industrial clients through a vast network of solar distributors and installers. EnPower Star leverages over 40 years of collective experience within their Executive Team in the manufacturing, processing, and sales of electronics and battery storage. This extensive knowledge enables them to understand, tackle and solve the issues surrounding the production and distribution of residential power storage systems. https://www.enpowerstar.com/


Contacts

Media Contact for Tigo
John Lerch
408.402.0802 x430
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--(BUSINESS WIRE)--Cummins Inc.

WHAT: Iberdrola and Cummins will announce their joint work to accelerate the growth of business opportunities in the hydrogen sector and Iberian electrolyzer market to position Spain as the technology and industry leader in Europe.

WHO:
Chairman and CEO of Cummins, Tom Linebarger
Chairman and CEO of Iberdrola, Ignacio Galán
Fourth Vice-President of the Government of Spain and Minister for Ecological Transition and Demographic Challenge, Teresa Ribera
Minister for Industry, Trade and Tourism, Reyes Maroto
President of the Castilla-La Mancha Regional Government, Emiliano García-Page.

WHEN: 24, May, at 12:00 pm GMT+2 (6 a.m. EST)

WHERE: Fuensalida Palace - Plaza del Conde, 5, 45002 Toledo

Please confirm by e-mail This email address is being protected from spambots. You need JavaScript enabled to view it., indicating the media, name and surname of the reporter and ID card number before Friday, May 21, at 13:00 pm GMT+2.

Transportation is available for the transfer Madrid-Toledo-Madrid.

LIVE BROADCAST LINK: The Regional Government will share the event live stream on their Facebook page https://www.facebook.com/juntadecastillalamancha/


Contacts

Jon Mills
Cummins Inc.
Phone: 317-658-454
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

DALLAS--(BUSINESS WIRE)--Flowserve Corp. (NYSE: FLS), a leading provider of flow control products and services for the global infrastructure markets, held its virtual 2021 Annual Meeting of Shareholders today.

Concerning the official business of the meeting, the Company announced that its shareholders re-elected R. Scott Rowe, Sujeet Chand, Ruby R. Chandy, Gayla J. Delly, Roger L. Fix, John R. Friedery, John L. Garrison, Michael C. McMurray, David E. Roberts and Carlyn R. Taylor to the Company's Board of Directors, each to serve an annual term expiring at the 2022 Annual Meeting of Shareholders.

Biographies for all members of the Board can be found in the Company's 2021 Proxy Statement or on www.flowserve.com.

Additionally, the Company’s Board elected David Roberts to serve as Chairman of the Board effective after the annual meeting. Mr. Roberts joined the Board in 2011 and has served in a variety of capacities on the Board, including most recently as the chairman of the Organization and Compensation Committee of the Board. “Dave has been a dedicated member of the Board for the past decade,” said Mr. Rowe, Flowserve President and Chief Executive Officer of Flowserve. “I look forward to working with Dave as we continue to capitalize on the success of our Flowserve 2.0 transformation initiative and in supporting our customers through energy transition.”

Roger Fix, who served as the Chairman since 2017, stepped down as Chairman in accordance with the Company’s corporate governance principles and Chairman rotation policy, and will continue to serve as a member of the Board. "I want to thank Roger for his years of dedicated service to Flowserve as our Chairman," said Mr. Rowe. "During his term as Chairman, he helped launch our Flowserve 2.0 Transformation and navigate through one of the most unprecedented economic challenges in Flowserve’s history. His guidance as our Chairman has provided invaluable support that will have a lasting impact on Flowserve, and we look forward to his continued service on our Board."

Voting results also indicate that shareholders approved an advisory vote on executive compensation, voting approximately 97 percent in favor of the proposal.

Additionally, shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2021.

Shareholders also approved a management proposal to amend the Company’s Certificate of Incorporation to delete Article Tenth regarding supermajority approval of business combinations with certain interested parties.

Final voting results on all agenda items will be available in a Current Report on Form 8-K to be filed by the Company following certification by the Company's inspector of elections.

About Flowserve: Flowserve Corp. is one of the world’s leading providers of fluid motion and control products and services. Operating in more than 55 countries, the company produces engineered and industrial pumps, seals and valves as well as a range of related flow management services. More information about Flowserve can be obtained by visiting the company’s Web site at www.flowserve.com.

Safe Harbor Statement: This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as, "may," "should," "expects," "could," "intends," "plans," "anticipates," "estimates," "believes," "forecasts," "predicts" or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition

The forward-looking statements included in this news release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the following: the impact of the global outbreak of COVID-19 on our business and operations; a portion of our bookings may not lead to completed sales, and our ability to convert bookings into revenues at acceptable profit margins; changes in global economic conditions and the potential for unexpected cancellations or delays of customer orders in our reported backlog; our dependence on our customers’ ability to make required capital investment and maintenance expenditures; if we are not able to successfully execute and realize the expected financial benefits from our strategic transformation and realignment initiatives, our business could be adversely affected; risks associated with cost overruns on fixed-fee projects and in taking customer orders for large complex custom engineered products; the substantial dependence of our sales on the success of the oil and gas, chemical, power generation and water management industries; the adverse impact of volatile raw materials prices on our products and operating margins; economic, political and other risks associated with our international operations, including military actions, trade embargoes, epidemics or pandemics or changes to tariffs or trade agreements that could affect customer markets, particularly North African, Russian and Middle Eastern markets and global oil and gas producers, and non-compliance with U.S. export/re-export control, foreign corrupt practice laws, economic sanctions and import laws and regulations; increased aging and slower collection of receivables, particularly in Latin America and other emerging markets; our exposure to fluctuations in foreign currency exchange rates, including in hyperinflationary countries such as Venezuela and Argentina; our furnishing of products and services to nuclear power plant facilities and other critical processes; potential adverse consequences resulting from litigation to which we are a party, such as litigation involving asbestos-containing material claims; expectations regarding acquisitions and the integration of acquired businesses; our relative geographical profitability and its impact on our utilization of deferred tax assets, including foreign tax credits; the potential adverse impact of an impairment in the carrying value of goodwill or other intangible assets; our dependence upon third-party suppliers whose failure to perform timely could adversely affect our business operations; the highly competitive nature of the markets in which we operate; environmental compliance costs and liabilities; potential work stoppages and other labor matters; access to public and private sources of debt financing; our inability to protect our intellectual property in the U.S., as well as in foreign countries; obligations under our defined benefit pension plans; our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud; the recording of increased deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results; our information technology infrastructure could be subject to service interruptions, data corruption, cyber-based attacks or network security breaches, which could disrupt our business operations and result in the loss of critical and confidential information; ineffective internal controls could impact the accuracy and timely reporting of our business and financial results; and other factors described from time to time in our filings with the Securities and Exchange Commission.

All forward-looking statements included in this news release are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.


Contacts

Investor Contacts:
Jay Roueche, Vice President, Treasurer and Investor Relations, (972) 443-6560
Mike Mullin, Director, Investor Relations, (972) 443-6636

Media Contact:
Lars Rosene, Vice President, Corporate Communications & Public Affairs, (972) 443-6644

OXFORD, Conn.--(BUSINESS WIRE)--RBC Bearings Incorporated (Nasdaq: ROLL), a leading international manufacturer of highly engineered precision bearings and components for the industrial, defense and aerospace industries, today reported results for the fourth quarter of fiscal year 2021.

Fourth Quarter Financial Highlights

($ in millions)

Fiscal 2021

 

Fiscal 2020

 

Change

GAAP

Adjusted (1)

GAAP

Adjusted (1)

GAAP

Adjusted (1)

Net sales

$160.3

 

 

$185.8

 

 

-13.7%

 

 

Gross margin

$62.5

 

$62.7

$76.6

 

$76.7

-18.4%

 

-18.2%

Gross margin %

39.0%

 

39.1%

41.2%

 

41.3%

 

 

 

Operating income

$29.7

 

$32.5

$43.5

 

$43.0

-31.7%

 

-24.3%

Operating income %

18.6%

 

20.3%

23.4%

 

23.1%

 

 

 

Net income

$25.0

 

$27.4

$33.8

 

$33.1

-26.1%

 

-17.4%

Diluted EPS

$0.99

 

$1.08

$1.35

 

$1.33

-26.7%

 

-18.8%

(1) Results exclude items in reconciliation below.

Twelve Month Financial Highlights

($ in millions)

Fiscal 2021

 

Fiscal 2020

 

Change

GAAP

Adjusted (1)

GAAP

Adjusted (1)

GAAP

Adjusted (1)

Net sales

$609.0

 

 

$727.5

 

 

-16.3%

 

 

Gross margin

$234.1

 

$237.2

$289.1

 

$289.5

-19.0%

 

-18.1%

Gross margin %

38.4%

 

38.9%

39.7%

 

39.8%

 

 

 

Operating income

$111.5

 

$120.2

$156.8

 

$157.7

-28.9%

 

-23.7%

Operating income %

18.3%

 

19.7%

21.6%

 

21.7%

 

 

 

Net income

$89.6

 

$96.9

$126.0

 

$126.4

-28.9%

 

-23.3%

Diluted EPS

$3.58

 

$3.87

$5.06

 

$5.07

-29.2%

 

-23.7%

(1) Results exclude items in reconciliation below.

Dr. Michael J. Hartnett, Chairman and Chief Executive Officer, said, “I am pleased with our team’s performance during a fiscal year challenged by the global pandemic. Sequential sales improvements, combined with outstanding expense control and execution drove our highest level of cash flow in the fourth quarter. We are encouraged by the expansion of demand for our industrial products and opportunities within our robust platforms in aerospace. We enter fiscal 2022 with a healthy backlog and we remain well-positioned to continue executing at a high level as we benefit from a prolonged recovery.”

Fourth Quarter Results

Net sales for the fourth quarter of fiscal 2021 were $160.3 million, a decrease of 13.7% from $185.8 million in the fourth quarter of fiscal 2020. Net sales for the aerospace markets decreased 28.6% while industrial market net sales increased 12.9%. Gross margin for the fourth quarter of fiscal 2021 was $62.5 million compared to $76.6 million for the same period last year. On an adjusted basis, gross margin for the fourth quarter of fiscal 2021 was $62.7 million compared to $76.7 million for the same period last year.

SG&A for the fourth quarter of fiscal 2021 was $27.4 million, a decrease of $3.6 million from $31.0 million for the same period last year. The decrease was primarily due to a reduction in personnel-related costs of $3.4 million and other costs of $0.5 million offset by $0.3 million of additional share-based stock compensation costs. As a percentage of net sales, SG&A was 17.1% for the fourth quarter of fiscal 2021 compared to 16.7% for the same period last year.

Other operating expenses for the fourth quarter of fiscal 2021 totaled $5.3 million compared to $2.1 million for the same period last year. For the fourth quarter of fiscal 2021, other operating expenses consisted primarily of $2.5 million of amortization of intangible assets, $1.5 million of costs associated with a cyber event, $1.0 million of restructuring and consolidation costs, and $0.3 million of other charges. For the fourth quarter of fiscal 2020, other operating expenses consisted primarily of $2.6 million of amortization of intangible assets, $0.8 million of restructuring costs and $0.1 million of other items offset by a $1.4 million gain on the sale of a surplus building.

Operating income for the fourth quarter of fiscal 2021 was $29.7 million compared to $43.5 million for the same period last year. Adjusted operating income for the fourth quarter of fiscal 2021 was $32.5 million compared to adjusted operating income of $43.0 million for the same period last year. Adjusted operating income as a percentage of net sales was 20.3% for the fourth quarter of fiscal 2021 compared to 23.1% for the same period last year.

Interest expense, net was $0.3 million for the fourth quarter of fiscal 2021 compared to $0.4 million for the same period last year.

Income tax expense for the fourth quarter of fiscal 2021 was $4.7 million compared to $9.2 million for the same period last year. The effective income tax rate for the fourth quarter of fiscal 2021 was 15.8% compared to 21.4% for the same period last year.

Net income for the fourth quarter of fiscal 2021 was $25.0 million compared to $33.8 million for the same period last year. On an adjusted basis, net income was $27.4 million for the fourth quarter of fiscal 2021 compared to $33.1 million for the same period last year.

Diluted EPS for the fourth quarter of fiscal 2021 was $0.99 per share compared to $1.35 per share for the same period last year. On an adjusted basis, diluted EPS was $1.08 for the fourth quarter of fiscal 2021 compared to $1.33 for the same period last year

Backlog as of April 3, 2021 was $394.8 million compared to $478.6 million as of March 28, 2020.

Liquidity

The Company ended fiscal 2021 with a strong cash balance and liquidity position. Cash and marketable securities at April 3, 2021 was $241.3 million compared to $103.3 million last year and the Company had approximately $262.3 million of undrawn revolving credit on its two bank facilities. The Company ended the year with total debt of $16.1 million and is in full compliance with all covenants under its credit agreements.

Outlook for the First Quarter Fiscal 2022

The Company expects net sales to be approximately $154.0 million to $158.0 million in the first quarter of fiscal 2022, compared to $156.5 million for the first quarter of fiscal 2021.

Live Webcast

RBC Bearings Incorporated will host a webcast at 11:00 a.m. ET today to discuss the quarterly results. To access the webcast, go to the investor relations portion of the Company’s website, www.rbcbearings.com, and click on the webcast icon. If you do not have access to the Internet and wish to listen to the call, dial 844-419-1755 (international callers dial 216-562-0468) and provide conference ID # 5974655. An audio replay of the call will be available from 1:00 p.m. ET May 21st, 2021 until 1:00 p.m. ET May 28th, 2021. The replay can be accessed by dialing 855-859-2056 (international callers dial 404-537-3406) and providing conference ID #5974655. Investors are advised to dial into the call at least ten minutes prior to the call to register.

Non-GAAP Financial Measures

In addition to disclosing results of operations that are determined in accordance with U.S. generally accepted accounting principles (GAAP), this press release also discloses non-GAAP results of operations that exclude certain items. These non-GAAP measures adjust for items that management believes are unusual. Management believes that the presentation of these non-GAAP measures provides useful information to investors regarding the Company’s results of operations, as these non-GAAP measures allow investors to better evaluate ongoing business performance. Investors should consider non-GAAP measures in addition to, not as a substitute for, financial measures prepared in accordance with GAAP. A reconciliation of the non-GAAP measures disclosed in this press release with the most comparable GAAP measures are included in the financial table attached to this press release.

About RBC Bearings

RBC Bearings Incorporated is an international manufacturer and marketer of highly engineered precision bearings and components. Founded in 1919, the Company is primarily focused on producing highly technical or regulated bearing products and components requiring sophisticated design, testing and manufacturing capabilities for the diversified industrial, aerospace and defense markets. The Company is headquartered in Oxford, Connecticut.

Safe Harbor for Forward-Looking Statements

Certain statements in this press release contain “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including the following: the section of this press release entitled “Outlook”; any projections of earnings, revenue or other financial items relating to the Company, any statement of the plans, strategies and objectives of management for future operations; any statements concerning proposed future growth rates in the markets we serve; any statements of belief; any characterization of and the Company’s ability to control contingent liabilities; anticipated trends in the Company’s businesses; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “would,” “estimate,” “intend,” “continue,” “believe,” “expect,” “anticipate,” and other similar words. Although the Company believes that the expectations reflected in any forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties beyond the control of the Company. These risks and uncertainties include, but are not limited to, risks and uncertainties relating to general economic conditions, COVID-19 pandemic, geopolitical factors, future levels of general industrial manufacturing activity, future financial performance, market acceptance of new or enhanced versions of the Company’s products, the pricing of raw materials, changes in the competitive environments in which the Company’s businesses operate, the outcome of pending or future litigation and governmental proceedings and approvals, estimated legal costs, increases in interest rates, tax legislation and changes, the Company’s ability to meet its debt obligations, the Company’s ability to acquire and integrate complementary businesses, and risks and uncertainties listed or disclosed in the Company’s reports filed with the Securities and Exchange Commission, including, without limitation, the risks identified under the heading “Risk Factors” set forth in the Company’s most recent Annual Report filed on Form 10-K. The Company does not intend, and undertakes no obligation, to update or alter any forward-looking statements.

RBC Bearings Incorporated
Consolidated Statements of Operations
(dollars in thousands, except share and per share data)
(Unaudited)
 

Three Months Ended

 

Twelve Months Ended

April 3,

 

March 28,

 

April 3,

 

March 28,

2021

 

2020

 

2021

 

2020

Net sales

$

160,295

 

$

185,843

 

$

608,984

 

$

727,461

 

Cost of sales

 

97,826

 

 

109,259

 

 

374,878

 

 

438,358

 

Gross margin

 

62,469

 

 

76,584

 

 

234,106

 

 

289,103

 

 
Operating expenses:
Selling, general and administrative

 

27,409

 

 

30,985

 

 

106,000

 

 

122,565

 

Other, net

 

5,320

 

 

2,079

 

 

16,648

 

 

9,753

 

Total operating expenses

 

32,729

 

 

33,064

 

 

122,648

 

 

132,318

 

 
Operating income

 

29,740

 

 

43,520

 

 

111,458

 

 

156,785

 

 
Interest expense, net

 

335

 

 

399

 

 

1,430

 

 

1,885

 

Other non-operating expense (income)

 

(234

)

 

180

 

 

(31

)

 

761

 

Income before income taxes

 

29,639

 

 

42,941

 

 

110,059

 

 

154,139

 

Provision for income taxes

 

4,685

 

 

9,189

 

 

20,426

 

 

28,103

 

Net income

$

24,954

 

$

33,752

 

$

89,633

 

$

126,036

 

 
Net income per common share:
Basic

$

1.00

 

$

1.36

 

$

3.61

 

$

5.12

 

Diluted

$

0.99

 

$

1.35

 

$

3.58

 

$

5.06

 

 
Weighted average common shares:
Basic

 

24,948,546

 

 

24,745,009

 

 

24,851,344

 

 

24,632,637

 

Diluted

 

25,231,485

 

 

24,994,189

 

 

25,048,451

 

 

24,922,631

 

 

Three Months Ended

 

Twelve Months Ended

April 3,

 

March 28,

 

April 3,

 

March 28,

Reconciliation of Reported Gross Margin to Adjusted Gross Margin:

2021

 

2020

 

2021

 

2020

Reported gross margin

$

62,469

 

$

76,584

 

$

234,106

 

$

289,103

 

Inventory purchase accounting adjustment

 

-

 

 

97

 

 

-

 

 

368

 

Restructuring and consolidation

 

242

 

 

-

 

 

3,071

 

 

-

 

Adjusted gross margin

$

62,711

 

$

76,681

 

$

237,177

 

$

289,471

 

 

Three Months Ended

 

Twelve Months Ended

April 3,

 

March 28,

 

April 3,

 

March 28,

Reconciliation of Reported Operating Income to Adjusted Operating Income:

2021

 

2020

 

2021

 

2020

Reported operating income

$

29,740

 

$

43,520

 

$

111,458

 

$

156,785

 

Inventory purchase accounting adjustment

 

-

 

 

97

 

 

-

 

 

368

 

Net gain on sale of Houston building

 

-

 

 

(1,440

)

 

-

 

 

(1,440

)

Acquisition costs

 

-

 

 

-

 

 

-

 

 

901

 

Cyber event

 

1,507

 

 

-

 

 

1,507

 

 

-

 

Restructuring and consolidation

 

1,273

 

 

805

 

 

7,247

 

 

1,036

 

Adjusted operating income

$

32,520

 

$

42,982

 

$

120,212

 

$

157,650

 

 

Three Months Ended

 

Twelve Months Ended

Reconciliation of Reported Net Income and Net Income Per Common Share to Adjusted Net Income and Adjusted Net Income Per Common Share:

April 3,

2021

 

March 28,

2020

 

April 3,

2021

 

March 28,

2020

Reported net income

$

24,954

 

$

33,752

 

$

89,633

 

$

126,036

 

Inventory purchase accounting adjustment (1)

 

-

 

 

76

 

 

-

 

 

303

 

Net gain on sale of Houston building (1)

 

-

 

 

(1,132

)

 

-

 

 

(1,132

)

Acquisition costs (1)

 

-

 

 

-

 

 

-

 

 

769

 

Cyber event (1)

 

1,269

 

 

-

 

 

1,269

 

 

-

 

Restructuring and consolidation (1)

 

1,071

 

 

633

 

 

5,848

 

 

827

 

Foreign exchange translation loss (1)

 

(173

)

 

229

 

 

187

 

 

738

 

Discrete and other tax items credit (benefit)

 

254

 

 

(425

)

 

(49

)

 

(1,143

)

Adjusted net income

$

27,375

 

$

33,133

 

$

96,888

 

$

126,398

 

(1) After tax impact.
 
Adjusted net income per common share:
Basic

$

1.10

 

$

1.34

 

$

3.90

 

$

5.13

 

Diluted

$

1.08

 

$

1.33

 

$

3.87

 

$

5.07

 

 
Weighted average common shares:
Basic

 

24,948,546

 

 

24,745,009

 

 

24,851,344

 

 

24,632,637

 

Diluted

 

25,231,485

 

 

24,994,189

 

 

25,048,451

 

 

24,922,631

 

 

Three Months Ended

 

Twelve Months Ended

April 3,

 

March 28,

 

April 3,

 

March 28,

Segment Data, Net External Sales:

2021

 

2020

 

2021

 

2020

Plain bearings segment

$

74,741

 

$

93,919

 

$

293,990

 

$

358,291

 

Roller bearings segment

 

24,770

 

 

31,369

 

 

91,657

 

 

132,642

 

Ball bearings segment

 

23,090

 

 

20,622

 

 

83,704

 

 

74,231

 

Engineered products segment

 

37,694

 

 

39,933

 

 

139,633

 

 

162,297

 

$

160,295

 

$

185,843

 

$

608,984

 

$

727,461

 

 
 

Three Months Ended

 

Twelve Months Ended

April 3,

 

March 28,

 

April 3,

 

March 28,

Selected Financial Data:

2021

 

2020

 

2021

 

2020

Depreciation and amortization

$

7,932

 

$

8,145

 

$

32,744

 

$

31,420

 

 
Share-based stock compensation expense

 

5,457

 

 

5,154

 

 

21,299

 

 

20,150

 

 
Adjusted operating income plus depreciation/amortization plus share-based stock compensation expense

$

45,909

 

$

56,281

 

$

174,255

 

$

209,220

 

 
 
Cash provided by operating activities

$

41,867

 

$

44,426

 

$

152,453

 

$

155,621

 

 
Capital expenditures

$

2,963

 

$

9,735

 

$

11,772

 

$

37,297

 

 
Total debt

$

16,107

 

$

23,012

 

 
Cash and marketable securities

$

241,335

 

$

103,255

 

 
Repurchase of common stock

$

6,845

 

$

12,209

 

 
Backlog

$

394,773

 

$

478,582

 

 
 

Three Months Ended

 

Twelve Months Ended

April 3,

 

March 28,

 

April 3,

 

March 28,

Net External Sales by Channel (1)

2021

 

2020

 

2021

 

2020

Aerospace:
Commercial - OEM

$

49,816

 

$

75,696

 

$

205,240

 

$

304,851

 

Commercial - Aftermarket/Distribution

 

12,234

 

 

18,972

 

 

49,537

 

 

70,870

 

Defense

 

23,251

 

 

24,729

 

 

98,304

 

 

93,525

 

 

85,301

 

 

119,397

 

 

353,081

 

 

469,246

 

Industrial:
OEM and Marine

 

50,542

 

 

43,902

 

 

173,377

 

 

172,510

 

Aftermarket/Distribution

 

24,452

 

 

22,544

 

 

82,526

 

 

85,705

 

 

74,994

 

 

66,446

 

 

255,903

 

 

258,215

 

 

$

160,295

 

$

185,843

 

$

608,984

 

$

727,461

 

 

(1) End markets are based on internal definitions and metrics considered by management when evaluating the performance of the business.

 


Contacts

RBC Bearings
Robert M. Sullivan
203-267-5014
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Alpha IR Group
Michael Cummings
617-461-1101
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DALLAS--(BUSINESS WIRE)--Flowserve Corporation, (NYSE: FLS), a leading provider of flow control products and services for the global infrastructure markets, announced that its Board of Directors has authorized a quarterly cash dividend of $0.20 per share on the company's outstanding shares of common stock.

The dividend is payable on July 9, 2021, to shareholders of record as of the close of business on June 25, 2021.

While Flowserve currently intends to pay regular quarterly cash dividends for the foreseeable future, any future dividends, at this $0.20 per share rate or otherwise, will be reviewed individually and declared by the Board at its discretion.

Safe Harbor Statement: This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as, "may," "should," "expects," "could," "intends," "plans," "anticipates," "estimates," "believes," "forecasts," "predicts" or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.

The forward-looking statements included in this news release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the following: the impact of the global outbreak of COVID-19 on our business and operations; a portion of our bookings may not lead to completed sales, and our ability to convert bookings into revenues at acceptable profit margins; changes in global economic conditions and the potential for unexpected cancellations or delays of customer orders in our reported backlog; our dependence on our customers’ ability to make required capital investment and maintenance expenditures; if we are not able to successfully execute and realize the expected financial benefits from our strategic transformation and realignment initiatives, our business could be adversely affected; risks associated with cost overruns on fixed-fee projects and in taking customer orders for large complex custom engineered products; the substantial dependence of our sales on the success of the oil and gas, chemical, power generation and water management industries; the adverse impact of volatile raw materials prices on our products and operating margins; economic, political and other risks associated with our international operations, including military actions, trade embargoes, epidemics or pandemics or changes to tariffs or trade agreements that could affect customer markets, particularly North African, Russian and Middle Eastern markets and global oil and gas producers, and non-compliance with U.S. export/re-export control, foreign corrupt practice laws, economic sanctions and import laws and regulations; increased aging and slower collection of receivables, particularly in Latin America and other emerging markets; our exposure to fluctuations in foreign currency exchange rates, including in hyperinflationary countries such as Venezuela and Argentina; our furnishing of products and services to nuclear power plant facilities and other critical processes; potential adverse consequences resulting from litigation to which we are a party, such as litigation involving asbestos-containing material claims; expectations regarding acquisitions and the integration of acquired businesses; our relative geographical profitability and its impact on our utilization of deferred tax assets, including foreign tax credits; the potential adverse impact of an impairment in the carrying value of goodwill or other intangible assets; our dependence upon third-party suppliers whose failure to perform timely could adversely affect our business operations; the highly competitive nature of the markets in which we operate; environmental compliance costs and liabilities; potential work stoppages and other labor matters; access to public and private sources of debt financing; our inability to protect our intellectual property in the U.S., as well as in foreign countries; obligations under our defined benefit pension plans; our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud; the recording of increased deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results; our information technology infrastructure could be subject to service interruptions, data corruption, cyber-based attacks or network security breaches, which could disrupt our business operations and result in the loss of critical and confidential information; ineffective internal controls could impact the accuracy and timely reporting of our business and financial results; and other factors described from time to time in our filings with the Securities and Exchange Commission.

All forward-looking statements included in this news release are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.


Contacts

Flowserve Contacts
Investor Contacts:
Jay Roueche, Vice President, Investor Relations & Treasurer (972) 443-6560
Mike Mullin, Director, Investor Relations, (972) 443-6636

Media Contact:
Lars Rosene, Vice President, Corporate Communications & Public Affairs, (972) 443-6644

HALIFAX, Nova Scotia--(BUSINESS WIRE)--Emera Inc. (TSX: EMA) announced that at its annual meeting of shareholders held on May 20, 2021, on a vote by ballot, each of the 11 nominees proposed as Directors and listed in its Management Information Circular dated March 22, 2021 were elected as Directors. The detailed results of the vote for the election of Directors are set out below.


Nominee

 

Votes For

 

Votes Withheld

 

 

Number

 

Percent

 

Number

 

Percent

Scott C. Balfour

 

117,044,971

 

99.81

 

218,644

 

0.19

James V. Bertram

 

116,625,135

 

99.46

 

638,480

 

0.54

Henry E. Demone

 

116,653,882

 

99.48

 

609,733

 

0.52

Kent M. Harvey

 

112,836,529

 

96.22

 

4,427,086

 

3.78

B. Lynn Loewen

 

116,983,392

 

99.76

 

280,223

 

0.24

John B. Ramil

 

116,920,157

 

99.71

 

343,458

 

0.29

Andrea S. Rosen

 

111,003,192

 

94.66

 

6,260,423

 

5.34

Richard P. Sergel

 

116,811,945

 

99.61

 

451,670

 

0.39

M. Jacqueline Sheppard

 

116,880,270

 

99.67

 

383,345

 

0.33

Karen H. Sheriff

 

116,946,830

 

99.73

 

316,785

 

0.27

Jochen E. Tilk

 

116,609,167

 

99.44

 

654,448

 

0.56

Final voting results of all matters voted upon at the Annual Meeting of Shareholders held on May 20, 2021 will be filed on www.sedar.com

About Emera Inc.

Emera Inc. is a geographically diverse energy and services company headquartered in Halifax, Nova Scotia, with approximately $31 billion in assets and 2020 revenues of more than $5.5 billion. The company primarily invests in regulated electricity generation and electricity and gas transmission and distribution with a strategic focus on transformation from high carbon to low carbon energy sources. Emera has investments in Canada, the United States and in four Caribbean countries. Emera’s common and preferred shares are listed on the Toronto Stock Exchange and trade respectively under the symbol EMA, EMA.PR.A, EMA.PR.B, EMA.PR.C, EMA.PR.E, EMA.PR.F, EMA.PR.H and EMA.PR.J. Depositary receipts representing common shares of Emera are listed on the Barbados Stock Exchange under the symbol EMABDR and on The Bahamas International Securities Exchange under the symbol EMAB. Additional information can be accessed at www.emera.com or at www.sedar.com.


Contacts

Emera Inc.
Investor Relations:
Dave Bezanson, VP, Investor Relations & Pensions
902-474-2126
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Erin Power, Director, Investor Relations
902-428-6760
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Media:
902-222-2683
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KANSAS CITY, Mo.--(BUSINESS WIRE)--Kansas City Southern (KCS) (NYSE:KSU) held its Annual Meeting of Stockholders on May 20, 2021 virtually via live audio webcast. With 89% of KCS’ outstanding common and preferred stock represented in person or by proxy at the meeting, the stockholders:


  • elected Lydia I. Beebe, Lu M. Córdova, Robert J. Druten, Antonio O. Garza, Jr., David Garza-Santos, Janet H. Kennedy, Mitchell J. Krebs, Henry J. Maier, Thomas A. McDonnell, and Patrick J. Ottensmeyer to serve on the KCS Board of Directors until the Annual Meeting of Stockholders in 2022;
  • ratified the Audit Committee’s selection of PricewaterhouseCoopers LLP as KCS’ independent registered public accounting firm for the year ending December 31, 2021; and
  • approved, on an advisory basis, the 2020 compensation of the KCS named executive officers.

In addition, at their meeting today, the Board of Directors declared a regular dividend of $0.25 per share on the outstanding KCS 4% Non-Cumulative Preferred stock. This dividend is payable on July 6, 2021, to stockholders of record at the close of business on June 14, 2021.

The Board of Directors also declared a regular dividend of $0.54 per share on the outstanding KCS common stock. This dividend is payable on July 7, 2021, to stockholders of record at the close of business on June 14, 2021.

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 with other North American rail partners are primary components of a unique railway system, linking the commercial and industrial centers of the U.S., Mexico and Canada. More information about KCS can be found at www.kcsouthern.com.


Contacts

KCS: Ashley Thorne, 816-983-1530, This email address is being protected from spambots. You need JavaScript enabled to view it.

NEW YORK--(BUSINESS WIRE)--Kroll Bond Rating Agency (KBRA) releases an overview of the residential solar lease and power purchase agreement (PPA) ABS sector, and examines the growth of the sector, characteristics of residential solar leases and PPAs, issuer profile and transaction comparisons, and KBRA’s rating activity in the sector.


The residential solar lease and PPA ABS sector has shown resilience through the pandemic. The performance of KBRA-rated transactions has been relatively stable with no negative rating actions taken as a result of the pandemic to date. Residential solar lease and PPA ABS issuance in 2020 exceeded the prior year, with public and 144A securitization volume reaching $914 million. There has been one published residential solar lease and PPA ABS transaction issued in 2021.

Click here to view the report.

About KBRA

Kroll Bond Rating Agency, LLC (KBRA) is a full-service credit rating agency registered with the U.S. Securities and Exchange Commission as an NRSRO. Kroll Bond Rating Agency Europe Limited is registered as a CRA with the European Securities and Markets Authority. Kroll Bond Rating Agency UK Limited is registered as a CRA with the UK Financial Conduct Authority pursuant to the Temporary Registration Regime. In addition, KBRA is designated as a designated rating organization by the Ontario Securities Commission for issuers of asset-backed securities to file a short form prospectus or shelf prospectus. KBRA is also recognized by the National Association of Insurance Commissioners as a Credit Rating Provider.


Contacts

Analytical Contacts

Usman Khan, Director
+1 (646) 731-2488
This email address is being protected from spambots. You need JavaScript enabled to view it.

Cecil Smart Jr., Senior Managing Director
+1 (646) 731-2381
This email address is being protected from spambots. You need JavaScript enabled to view it.

Business Development Contact

Ted Burbage, Managing Director
+1 (646) 731-1232
This email address is being protected from spambots. You need JavaScript enabled to view it.

VANCOUVER, British Columbia--(BUSINESS WIRE)--The First Nations Limited Partnership (FNLP) representing all 16 First Nations along the Pacific Trail Pipeline to the proposed Kitimat LNG project has reacted with dismay to Woodside Petroleum’s announcement that it, too, has placed its 50% ownership of both projects up for sale. The decision by both Chevron and Woodside to divest entirely is a threat to the viability of the commercial interests of the FNLP members who have long hoped that the “first” LNG Project in BC would finally become a reality.


FNLP came together more than a decade ago in what was then (and remains) a ground-breaking partnership of 16 First Nations in Northern British Columbia whose traditional territories are impacted by the proposed Pacific Trail Pipeline. Through the FNLP’s distinctive structure, First Nations speak with a unified voice on commercial issues related to the project.

“FNLP’s unique arrangement makes us a highly effective partner for the proponents,” commented Chief Roland Willson, West Moberly First Nations. “Through the years, our steady partnership has been absolutely vital to advancing the project, particularly through the complex regulatory process. We’ve helped them navigate many related obstacles along the way.”

Chief Willson, a driving force in FNLP’s formation, observed that the FNLP leaders have shown amazing resilience through the very challenging years since the FNLP Agreement was signed with the Pacific Trail Pipeline in 2013.

“We’ve been disappointed many times, particularly when we saw LNG Canada get across the line first,” added Chief Willson. “But we knew we had negotiated a good agreement regarding this LNG pipeline for our members. It’s still a good agreement - the pioneer that others have followed. This project needs to be built so the Nations who have supported it all these years can be fairly compensated.”

Mark Podlasly, Chair of the FNLP, agrees.

“The project is in the interest of all British Columbians,” said Mr. Podlasly. “Indeed, it is in the national interest not only because it can make an obvious contribution to energy security. Equally importantly, the pipeline owners and the FNLP, working together, can point the way to how real reconciliation can be achieved.”

Mr. Podlasly concluded by emphasizing that “we are incredibly disappointed by this setback. The FNLP stands ready to support the right buyers who will treat us as a genuine partner and recognize the unique value we can bring to the table.”

In order to safeguard the commercial viability of the Pacific Trail Pipeline, FNLP looks forward to working closely with prospective buyers so that the 16 participating First Nations can realize the long-term financial and employment benefits.

About FNLP

The First Nations Limited Partnership (FNLP) was formed specifically to secure significant, reliable and long-term benefits from the proposed Pacific Trail Pipeline (PTP). PTP is a proposed 480-kilometre natural gas pipeline that would run from Summit Lake to Kitimat, British Columbia. It is the pipeline component of the proposed Kitimat LNG project.

FNLP Member First Nations

Haisla Nation

Kitselas Nation

Metlakatla First Nation

Witset First Nation

Nadleh Whut’en First Nation

Nak’azdli Whut’en First Nation

Lax Kw’alaams Band

Stellat’en First Nation

Skin Tyee First Nation

Nee Tahi Buhn Indian Band

Lheidli T’enneh First Nation

McLeod Lake Indian Band

Ts’il Kaz Koh First Nation

Saik’uz First Nation

West Moberly First Nations

Wet’suwet’en First Nation

 


Contacts

For further information:
Alexandra Ballard, General Manager
First Nations Limited Partnership
Direct: +1-604-349-1221

www.bcfnlp.ca

DUBLIN--(BUSINESS WIRE)--The "Monoethylene Glycol (Meg) Market Size, Market Share, Application Analysis, Regional Outlook, Growth Trends, Key Players, Competitive Strategies and Forecasts, 2021 to 2029" report has been added to ResearchAndMarkets.com's offering.


The monoethylene glycol (MEG) market is expected to reach over US$ 53.25 Bn by 2029, growing at a CAGR of 6.0% during the forecast period 2021-2029.

Monoethylene is a colorless, odorless liquid which is known as the daughter product of ethylene oxide. Diethylene oxide and triethylene dioxide are the coproducts obtained in the manufacturing process of monoethylene glycol. Monoethylene glycol is widely used in various end-user industries. The major applications of monoethylene glycol range from textile industry to packaging industry. It is used as a raw material in the manufacture of polyethylene terephthalate (PET), polyester fiber and coolant & antifreeze among others. Hence high demand is reported from various end-user industries worldwide.

Asia Pacific accounted for the largest share of global monoethylene glycol market in 2020. China is known as the global textile manufacturer. Polyester is manufactured using monoethylene glycol. These fibers are used on a large scale in the textile industry to manufacture casual wear and sportswear among other apparels. Hence, high demand from the textile industry is boosting growth of monoethylene glycol in the global market. Polyethylene terephthalate accounted as the fastest growing application of MEG in the market. PET is majorly used in the manufacture of bottles and packaging products. Therefore, growing packaging industry and high consumption of PET in this industry is driving the growth of global monoethylene glycol in the market. Monoethylene glycol is also projected to experience growing demand from the automotive industry. It is used in manufacturing automotive coolant and antifreeze. It is also used as a deicing agent in the snowy areas worldwide. Hence, high demand from various end-user industries for different applications has led to growth of global monoethylene glycol market.

The purpose of this strategic research study is to provide company executives, industry investors, and industry participants with in-depth insights to enable them make informed strategic decisions regarding the opportunities in the global monoethylene glycol (MEG) market.

Companies Mentioned

  • AkzoNobel
  • ExxonMobil Corporation
  • Formosa Plastic Group
  • Honam Petrochemical Corporation
  • LyondellBasell
  • ME Global
  • Reliance Industries Ltd.
  • SABIC
  • Shell plc

Key Topics Covered:

Chapter 1 Preface

Chapter 2 Executive Summary

2.1 Market Snapshot: Global Monoethylene Glycol (MEG) Market

2.2 Global Monoethylene Glycol (MEG) Market, By Application

2.3 Global Monoethylene Glycol (MEG) Market, By Geography

Chapter 3 Market Dynamics

Chapter 4 Global Monoethylene Glycol (MEG) Market Analysis, By Application

Chapter 5 SRC View

5.1 Segmentation View (Product/ Application)

5.1.2 Global Monoethylene Glycol (MEG) Market, by Application, 2019 - 2029, (Kilo Tons) (US$ Bn)

Chapter 6 RC View

6.1 North America Monoethylene Glycol (MEG) Market Analysis

6.2 Europe Monoethylene Glycol (MEG) Market Analysis

6.3 Asia Pacific Monoethylene Glycol (MEG) Market Analysis

6.4 Middle East and Africa (MEA) Monoethylene Glycol (MEG) Market Analysis

6.5 Rest of the World (RoW) Monoethylene Glycol (MEG) Market Analysis

Chapter 7 Company Profiles

For more information about this report visit https://www.researchandmarkets.com/r/9cgyze


Contacts

ResearchAndMarkets.com
Laura Wood, Senior Press Manager
This email address is being protected from spambots. You need JavaScript enabled to view it.

For E.S.T Office Hours Call 1-917-300-0470
For U.S./CAN Toll Free Call 1-800-526-8630
For GMT Office Hours Call +353-1-416-8900

HOUSTON--(BUSINESS WIRE)--Mesa Royalty Trust (the “Trust”) (NYSE: MTR) announced today the Trust income distribution for the month of May 2021. Unitholders of record on May 30, 2021 will receive distributions amounting to $0.271394136 per unit, payable on July 30, 2021. Because May 30, 2021 falls on a weekend, the effective record date will be May 28, 2021. The Trust received $526,550, all of which came from the Colorado portion of the Trust’s San Juan Basin properties operated by SIMCOE LLC, an affiliate of IKAV Energy Inc. (“Operator”). No income was received in May 2021 from any other working interest owner.

The Trust was formed to own an overriding royalty interest of the net proceeds attributable to certain producing oil and gas properties located in the Hugoton field of Kansas and the San Juan Basin fields of New Mexico and Colorado. As described in the Trust's public filings, the amount of the monthly distributions is expected to fluctuate from month to month, depending on the proceeds, if any, received by the Trust as a result of production, oil and natural gas prices and the amount of the Trust’s administrative expenses, among other factors. On February 28, 2020, BP Amoco Company (“BP”) completed the sale of all of its interest in the San Juan Basin—Colorado properties to Operator. Following Operator’s acquisition of BP’s interest in the San Juan Basin—Colorado properties, there was a transition period to transfer historical information, knowledge and processes from one owner to the other. Operator has informed the Trustee that the amount paid to the Trust in the month of May 2021 includes adjusted proceeds for prior periods and is subject to further adjustment in future periods for certain expenses that Operator is entitled to deduct under the conveyance. Operator is expected to recover such expense amounts by withholding a portion or all of the net proceeds that would otherwise be payable to the Trust in future periods. Operator has also informed the Trustee that the income paid to the Trust in May 2021 includes unusually high pricing due to extreme winter weather, and that income for future periods may be reduced if pricing declines, as it is expected to do. Any reduction in income paid to the Trust for these properties may materially reduce or eliminate distributions to the Trust’s unitholders in future periods.

Proceeds reported by the working interest owners for any month are not generally representative of net proceeds that will be received by the Trust in future periods. As further described in the Trust’s Form 10-K and Form 10-Q filings, production and development costs for the royalty interest have resulted in substantial accumulated excess production costs, which will decrease Trust distributions, and in some periods may result in no Trust distributions. The amount of proceeds, if any, received or expected to be received by the Trust (and its ability to pay distributions to unitholders) has been and will continue to be directly affected, among other things, by volatility in the industry and revenues and expenses reported to the Trust by working interest owners. Any additional expenses and adjustments, among other things, will reduce proceeds to the Trust, which will reduce the amount of cash available for distribution to unitholders and in certain periods could result in no distributions to unitholders.

This press release contains forward-looking statements. No assurances can be given that the expectations contained in this press release will prove to be correct. The working interest owners alone control historical operating data, and handle receipt and payment of funds relating to the royalty properties and payments to the Trust for the related royalty. The Trustee cannot assure that errors or adjustments or expenses accrued by the working interest owners, whether historical or future, will not affect future royalty income and distributions by the Trust. Other important factors that could cause these statements to differ materially include delays in actual results of drilling operations, risks inherent in drilling and production of oil and gas properties, declines in commodity pricing, and other factors described in the Trust’s Form 10-K for the year ended December 31, 2020 under “Part I, Item 1A. Risk Factors.” Statements made in this press release are qualified by the cautionary statements made in such risk factors. The Trust does not intend, and assumes no obligations, to update any of the statements included in this press release. Each unitholder should consult its own tax advisor with respect to its particular circumstances.


Contacts

Mesa Royalty Trust
The Bank of New York Mellon Trust Company, N.A., as Trustee
Elaina Rodgers
713-483-6020
http://mtr.q4web.com/home/default.aspx

CN and KCS enter into a definitive merger agreement to create the premier railway for the 21st century, bring together highly complementary networks to benefit customers and enhance competition

Anticipated to be accretive to CN’s Adjusted Diluted EPS1 in the first full year following CN assuming control of KCS

Expected EBITDA synergies approaching $1 billion annually, with a significant proportion expected from converting truck traffic from busy interstates and highways for better fuel efficiency at a lower cost

MONTREAL & KANSAS CITY, Mo.--(BUSINESS WIRE)--CN (TSX: CNR) (NYSE: CNI) and Kansas City Southern (NYSE: KSU) (“KCS”) today announced that they have entered into a definitive merger agreement to create the premier railway for the 21st century.


Under the terms of the agreement, which was unanimously approved by the Board of Directors of each company, KCS shareholders will receive $3252 per common share based on CN’s May 13, 2021 offer, which implies a total enterprise value of $33.6 billion, including the assumption of approximately $3.8 billion of KCS debt. KCS shareholders will receive $200 in cash and 1.129 shares of CN common stock for each KCS common share, with KCS shareholders expected to own 12.6% of the combined company. This represents an implied premium of 45% when compared to KCS’ unaffected closing stock price on March 19, 2021. KCS’ preferred shareholders will receive $37.50 in cash for each preferred share.

We are thrilled that KCS has agreed to combine with CN to create the premier railway for the 21st century. I would like to thank the numerous stakeholders of both companies who have demonstrated overwhelming support for this compelling combination, and we look forward to delivering the many benefits of this pro-competitive transaction to them. I am confident that together with KCS’ experienced and talented team, we will meaningfully connect the continent – enhancing competition, offering more choice for customers, and driving environmental stewardship and shareholder value.”

- JJ Ruest, president and chief executive officer of CN

As North America’s most customer-focused transportation provider, we are excited about this combination with CN, which will provide customers access to new single-line transportation services at the best value for their transportation dollar, and increase competition among the Class 1 railroads. Our companies’ cultures are strongly aligned, and we share a commitment to environmental stewardship, safe operations, reliable service and outstanding performance. As a larger continental enterprise with complementary routes and an enhanced platform for revenue growth, capital investment, and job creation, we will be positioned to deliver on the transaction’s powerful synergies which will create new growth opportunities for our customers, employees, labor partners, communities and shareholders.”

- Patrick J. Ottensmeyer, president and chief executive officer of KCS

KCS is the ideal partner for CN to connect the continent, helping to drive North American trade and economic prosperity. We are confident in our ability to gain the necessary regulatory approvals and complete the combination with KCS, and we look forward to combining with KCS to create new opportunities, more choice and a stronger company.”

- Robert Pace, chair of the board of CN

Compelling Strategic and Financial Rationale

Creates the premier railway for the 21st century. The combination of CN and KCS will further accelerate CN’s industry-leading growth profile by connecting North America’s industrial corridor to create new options for shippers and new revenue for the combined company. A CN-KCS combination will substantially help realize the many benefits of the USMCA, bringing it to life in a meaningful way.

Brings together highly complementary networks to benefit customers. CN and KCS will create a safer, faster, cleaner and stronger railway that is ideally positioned to support the growth of an emerging consumption-based economy through better service options and customer choice.

Enhances competition. This combination will create an express route that connects the U.S., Mexico and Canada with a seamless single-owner, single-operator service, and preserves access to all existing gateways to enhance route choices and ensure robust price competition.

Delivers significant value to KCS shareholders. CN’s proposal delivers an implied premium of 45% to KCS shareholders, as well as participation in the significant upside of the combined company. Additionally, KCS shareholders will have the ability to receive the merger consideration immediately upon the closing of CN’s voting trust, which is expected to be in the second half of 2021. This combination will also significantly expand the combined company’s total addressable market (“TAM”) – CN and KCS would target $8 billion of TAM opportunity while supporting growth across the rapidly growing USMCA network.

Presents compelling synergies and pro-forma financial metrics. CN currently estimates that the combination would result in EBITDA synergies approaching $1 billion annually, with the vast majority of synergies coming from additional revenue opportunities. CN anticipates the transaction to be accretive to CN’s adjusted diluted earnings per share in the first full year following CN assuming control of KCS.

Accelerates innovation. CN and KCS share cultures that value safety, service and environmental stewardship. CN and KCS will accelerate innovation and investment as CN brings its industry-leading safety technology and fuel efficiency to the KCS network.

Yields demonstrable benefits for the environment. The combination will yield demonstrable benefits for the environment by converting significant volumes of truck traffic onto rails, delivering better fuel efficiency at lower cost. CN has the ability to remove more than 300 trucks from the road with every additional freight train. Because trains are 4 to 5 times more fuel-efficient than trucks, the combined company will also have an opportunity to realize a 75% reduction in greenhouse gas emissions, resulting in cleaner air for local communities along CN’s line. While preventing thousands of tons of emissions from entering the atmosphere every day, the expected conversion of truck traffic to rails will also reduce traffic congestion in these regions.

Creates opportunities for local communities. Upon the closing of the transaction, CN will maintain corporate headquarters in Montreal, Canada, and establish Kansas City, Missouri, as the combined company’s United States headquarters. The Mexico headquarters will remain in Mexico City and the operations center in Monterrey. CN will make significant infrastructure investments in key communities across the new network, including Illinois, Missouri, Michigan, Louisiana and Texas, meaning more economic opportunity and more jobs.

Financing

The cash portion of the consideration will be funded through a combination of cash-on-hand and approximately $19 billion of new debt. Upon closing of the transaction and including the assumption of approximately $3.8 billion of KCS debt, we expect to have outstanding debt of approximately $33 billion, representing a leverage ratio of 4.5x pro forma 2021 EBITDA3, and we expect to maintain an investment grade credit rating. Based on the proposed exchange ratio and CN’s current quarterly dividend of C$0.615 per CN share, KCS shareholders are expected to receive the equivalent of $2.30 in annual dividends per KCS share.

Approvals and Timing

CN and KCS are confident in their ability to obtain all necessary regulatory approvals, including from the Surface Transportation Board (“STB”) and the Federal Economic Competition Commission (COFECE) and Federal Telecommunications Institute (IFT) in Mexico.

CN has proposed a “plain vanilla” voting trust. Upon KCS shareholder approval of the transaction, and satisfaction of customary closing conditions, CN will acquire KCS shares and place them into the voting trust. KCS shareholders will receive the merger consideration immediately upon the closing of CN’s voting trust, which is expected to be in the second half of 2021.

Following this step, the STB and other regulatory authorities must approve CN’s control of KCS. The completion of the transaction is expected to take place in the second half of 2022. Upon completion, CN and KCS will begin the integration process to realize the significant benefits of the combination for their stakeholders.

For more information on CN’s acquisition of KCS, please visit www.ConnectedContinent.com.

Advisors

J.P. Morgan and RBC Capital Markets are acting as CN’s financial advisors, and Centerview Partners LLC is also serving as a financial advisor. Cravath, Swaine & Moore LLP, Sidley Austin LLP, Norton Rose Fulbright LLP, Torys LLP, Agon and Stikeman Elliot LLP are providing legal counsel to CN.

BofA Securities and Morgan Stanley & Co. LLC are serving as financial advisors to Kansas City Southern. Wachtell, Lipton, Rosen & Katz, Baker & Miller PLLC, Davies Ward Phillips & Vineberg LLP, WilmerHale, and White & Case, S.C. are serving as legal counsel to Kansas City Southern.

About CN

CN is a world-class transportation leader and trade-enabler. Essential to the economy, to the customers, and to the communities it serves, CN safely transports more than 300 million tons of natural resources, manufactured products, and finished goods throughout North America every year. As the only railroad connecting Canada’s Eastern and Western coasts with the U.S. South through a 19,500-mile rail network, CN and its affiliates have been contributing to community prosperity and sustainable trade since 1919. CN is committed to programs supporting social responsibility and environmental stewardship.

About Kansas City Southern

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 with other North American rail partners are primary components of a unique railway system, linking the commercial and industrial centers of the U.S., Mexico and Canada. More information about KCS can be found at www.kcsouthern.com.

Forward-Looking Statements

Certain statements included in this news release constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws, including statements based on management’s assessment and assumptions and publicly available information with respect to KCS, regarding the proposed transaction between CN and KCS, the expected benefits of the proposed transaction and future opportunities for the combined company. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as “believes,” “expects,” “anticipates,” “assumes,” “outlook,” “plans,” “targets,” or other similar words.

Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN, or the combined company, to be materially different from the outlook or any future results, performance or achievements implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this news release include, but are not limited to: the outcome of the proposed transaction between CN and KCS; the parties’ ability to consummate the proposed transaction; the conditions to the completion of the proposed transaction; that the regulatory approvals required for the proposed transaction may not be obtained on the terms expected or on the anticipated schedule or at all; CN’s indebtedness, including the substantial indebtedness CN expects to incur and assume in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; CN’s ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the possibility that CN may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate KCS’ operations with those of CN; that such integration may be more difficult, time-consuming or costly than expected; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; the retention of certain key employees of KCS may be difficult; the duration and effects of the COVID-19 pandemic, general economic and business conditions, particularly in the context of the COVID-19 pandemic; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regulatory developments; compliance with environmental laws and regulations; actions by regulators; the adverse impact of any termination or revocation by the Mexican government of KCS de México, S.A. de C.V.’s Concession; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; trade restrictions or other changes to international trade arrangements; transportation of hazardous materials; various events which could disrupt operations, including illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings or other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the United States. Reference should also be made to Management’s Discussion and Analysis in CN’s annual and interim reports, Annual Information Form and Form 40-F, filed with Canadian and U.S. securities regulators and available on CN’s website, for a description of major risk factors relating to CN. Additional risks that may affect KCS’ results of operations appear in Part I, Item 1A “Risks Related to KCS’s Operations and Business” of KCS’ Annual Report on Form 10-K for the year ended December 31, 2020, and in KCS’ other filings with the U.S. Securities and Exchange Commission (“SEC”).

Forward-looking statements reflect information as of the date on which they are made. CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event CN does update any forward-looking statement, no inference should be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement.

Non-GAAP Measures

CN reports its financial results in accordance with United States generally accepted accounting principles (GAAP). CN also uses non-GAAP measures in this news release that do not have any standardized meaning prescribed by GAAP. This news release also includes certain forward looking non-GAAP measures or discussions of such measures (EPS, Adjusted Diluted EPS, EBITDA and a leverage ratio being adjusted debt to adjusted EBITDA). It is not practicable to reconcile, without unreasonable efforts, these forward looking measures to the most comparable GAAP measures (diluted EPS, net income and long term debt to net income ratio, respectively), due to unknown variables and uncertainty related to future results. Please see note on Forward-Looking Statements above for further discussion.

No Offer or Solicitation

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 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.

Additional Information and Where to Find It

In connection with the proposed transaction, CN will file with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed transaction. The registration statement will include a preliminary proxy statement of KCS which, when finalized, will be sent to the stockholders of KCS seeking their approval of the merger-related proposals. This news release is not a substitute for the proxy statement or registration statement or other document CN and/or KCS may file with the SEC or applicable securities regulators in Canada in connection with the proposed transaction.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CN, KCS AND THE PROPOSED TRANSACTIONS. Any definitive proxy statement(s), registration statement or prospectus(es) and other documents filed by CN and KCS (if and when available) will be mailed to stockholders of CN and/or KCS, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC and applicable securities regulators in Canada by CN free of charge through at www.sec.gov and www.sedar.com. Copies of the documents filed by CN (if and when available) will also be made available free of charge by accessing CN’s website at www.CN.ca. Copies of the documents filed by KCS (if and when available) will also be made available free of charge 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..

Participants

This news release is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC and applicable securities regulators in Canada. Nonetheless, CN, KCS, and certain of their directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about CN’s executive officers and directors is available in its 2021 Management Information Circular, dated March 9, 2021, as well as its 2020 Annual Report on Form 40-F filed with the SEC on February 1, 2021, in each case available on its website at www.CN.ca/investors/ and at www.sec.gov and www.sedar.com. Information about KCS’ 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. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC and applicable securities regulators in Canada if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website at www.sec.gov and from www.sedar.com, as applicable.

_______________
1 The combination is expected to be accretive to CN’s Adjusted Diluted EPS, excluding incremental transaction-related amortization, in the first full year following CN’s acquisition of control of KCS, and is expected to generate double-digit accretion upon the full realization of synergies thereafter.
2 All figures in U.S. dollars, except where noted. All conversions between Canadian dollars and U.S. dollars are based on a 0.827 foreign exchange rate as of May 12, 2021. Where applicable, figures are based on the CN closing share price on the NYSE of $110.76 as of May 12, 2021.
3 Represents adjusted debt-to-adjusted EBITDA multiple, assuming closing into trust at end of 2021.


Contacts

Media: CN
Canada
Mathieu Gaudreault
CN Media Relations & Public Affairs
(514) 249-4735
This email address is being protected from spambots. You need JavaScript enabled to view it.

Longview Communications & Public Affairs
Martin Cej
(403) 512-5730
This email address is being protected from spambots. You need JavaScript enabled to view it.

United States
Brunswick Group
Jonathan Doorley / Andrew Spinelli
(917) 459-0419 / (312) 468-7431
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OKLAHOMA CITY--(BUSINESS WIRE)--Kayne Anderson Energy Funds is pleased to announce the all-equity consolidation of Casillas Petroleum Resource Partners, LLC, Native Exploration Holdings, LLC and Acacia Exploration Partners, LLC to form 89 Energy III, LLC (“89 Energy III”). Concurrent with the consolidation, 89 Energy III closed on a new syndicated credit facility and received additional equity contributions from energy private equity funds managed by Kayne Anderson. Kayne Anderson’s energy private equity platform is also excited to announce a new partnership with the 89 Energy III management team who will serve as new leadership for the business going forward.


89 Energy III successfully closed on a new, three-year credit facility with a majority of the existing lending syndicates of the predecessor companies. At close, 89 Energy III’s credit facility had a $250 million borrowing base with Wells Fargo Bank, N.A. serving as Administrative Agent. Wells Fargo Securities, LLC served as Left Lead Arranger on the syndication of the credit facility.

This consolidation further strengthens the financial and operating position of 89 Energy III allowing it to realize day-one structural cost reductions, leverage scale for additional savings opportunities and to pursue the prudent and efficient development of its high-quality drilling inventory. 89 Energy III’s operating footprint consists of approximately 80,000 net acres across Oklahoma, with approximately 21,000 net boe/d of production. Additionally, 89 Energy III will manage the assets of Triumph Energy Partners, LLC (“Triumph”), which consists of approximately 15,000 net acres in STACK with approximately 6,500 net boe/d of production.

John-Mark Beaver, President and CEO at 89 Energy III, said, “We are pleased to announce the partnership with Kayne Anderson’s energy platform along with this transformative consolidation that provides scale and strong financial footing for a one-of-a-kind, highly economic Mid-Continent asset. 89 Energy III is well positioned to evolve with the changing energy landscape and to thoughtfully develop our assets and pursue strategic, scalable opportunities.”

Ryan Sauer, Managing Director at Kayne Anderson Energy Funds, said, “We are excited about partnering with the talented 89 Energy III management team and will look to create substantial value in our current Mid-Continent asset through both the continued exploitation of the existing inventory and further consolidation within the Anadarko Basin.”

ABOUT 89 ENERGY III

89 Energy III is an Oklahoma City-based, private energy company focused on the acquisition and development of oil and gas assets and has a proven track record of operational success and sub-surface expertise in the Mid-Continent. For more information, please visit eightynine.energy.

ABOUT KAYNE ANDERSON CAPITAL ADVISORS, L.P.

Kayne Anderson Capital Advisors, L.P., founded in 1984, is a leading alternative investment management firm focused on real estate, credit, infrastructure/energy, renewables, and growth equity. Kayne Anderson’s investment philosophy is to pursue niches, with an emphasis on cash flow, where our knowledge and sourcing advantages enable us to deliver above average, risk-adjusted investment returns. As responsible stewards of capital, Kayne Anderson’s philosophy extends to promoting responsible investment practices and sustainable business practices to create long-term value for our investors. Kayne Anderson manages over $34 billion in assets (as of 3/31/2021) for institutional investors, family offices, high net worth and retail clients and employs over 350 professionals in five core offices across the U.S. For more information, please visit www.kaynecapital.com.


Contacts

89 Energy III, LLC
John-Mark Beaver
405-600-6040
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Kayne Anderson Capital Advisors, L.P.
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