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HOUSTON, Aug. 29, 2019 /PRNewswire/ –Ã‚Â American Energy Ã¢â‚¬â€œ Permian Basin, LLC (the “Company“) announced today that it has entered into an agreement to implement a comprehensive financial restructuring plan (the “Out-of-Court Restructuring“)Ã‚Â pursuant to a restructuring support agreement (the “RSA“) with a group of noteholders (the “Consenting Noteholders“) who collectively hold, as of August 28, 2019, approximately (i) $374.37 million (approximately 81% of the outstanding principal amount) aggregate principal amount of the 13.000% Senior Secured First Lien Notes due 2020 (the “First Lien Notes“), (ii) $250.99 million (approximately 86% of the outstanding principal amount) aggregate principal amount of the 8.000% Senior Secured Second Lien Notes due 2020 (the “Second Lien Notes” and, together with the First Lien Notes, the “Secured Notes“) and (iii) $1.19 billion (approximately 88% of the outstanding principal amount) aggregate principal amount of the Floating Rate Senior Notes Due 2019 (the “2019 Notes“), 7.125% Senior Notes Due 2020 (the “2020 Notes“) and 7.375% Senior Notes Due 2021 (the “2021 Notes” and, together with the 2019 Notes and the 2020 Notes, the “Unsecured Notes” and the Unsecured Notes together with the Secured Notes, the “Notes“), each issued byÃ‚Â the Company and its wholly-owned subsidiary, AEPB Finance Corporation, as co-issuer (“AEPB Finance” and, together with the Company, the “Issuers“). Pursuant to the RSA, the Consenting Noteholders have agreed to support the Out-of-Court Restructuring, and in the alternative, the transactions contemplated under the Prepackaged Plan (as defined herein).
Pursuant to the terms of the RSA, each of the Consenting Noteholders has, among other things, agreed (so long as the RSA remains in effect) to (i) tender all of its Unsecured Notes in the Unsecured Notes Tender Offers (as hereinafter defined); (ii) tender all of its First Lien Notes and Second Lien Notes in the Secured Notes Tender Offers (as hereinafter defined); (iii) consent to the Proposed Amendments (as defined herein and as more fully described in the Offering Memorandum (as hereinafter defined)) in the Consent Solicitations (as hereinafter defined) and not withdraw or revoke its Consent (as hereinafter defined); (iv) vote its respective Notes to accept the Prepackaged Plan (as hereinafter defined) and not withdraw or revoke its vote; and (v) support the confirmation and consummation of the Prepackaged Plan.
The Out-of-Court Restructuring, if implemented, will result in a consensual refinancing or elimination of the Company’s debt that will, among other things, increase liquidity and significantly reduce the Company’s debt obligations and interest expense by extinguishing up to approximately $2.1 billion principal amount of the Company’s debt by repurchasing such debt for a combination of cash and Warrants.
Prior to the settlement of the Tender Offers, the Ã‚Â Issuers shall consummate a private placement (the “Private Placement“) of new senior secured notes (the “New Secured Notes“) in aggregate principal amount of approximately $681 million for cash consideration of at least 89.25% of the principal amount thereof, with such cash proceeds to be used, along with borrowings under the New AcqCo RBL Facility, the Cash Contribution (each as defined below) and existing cash, to consummate the restructuring transactions contemplated in the Offering Memorandum and pay related fees and expenses. Certain parties have committed to purchase up to $681 million in aggregate principal amount of New Secured Notes, which commitment will survive until December 27, 2019.
Pursuant to the Out-of-Court Restructuring, the Company is offering (the “Unsecured Notes Tender Offers“) to Eligible Noteholders (as hereinafter defined) that tender their Unsecured Notes prior to 5:00 p.m., New York City time, on September 20, 2019 (the “Early Participation Deadline“), upon the terms and subject to the conditions set forth in the offering memorandum (the “Offering Memorandum“)Ã‚Â and the accompanying consent and letter of transmittal (the “Offer Documents“), the Unsecured Notes Tender Offer Consideration (as defined herein), and Sable Permian Resources, LLC (“SPR“) is offering to fund the Unsecured Early Participation Payment (as defined herein), equal to (i) warrants entitling the holders to purchase, in aggregate (assuming all Unsecured Notes outstanding on the date of the Offering Memorandum are validly tendered and not validly withdrawn), up to 8.5% of the Company’s common units pro forma for the Out-of-Court Restructuring representing limited liability company interests in the Company (the “Common Units“) at an exercise price equal to $0.0001 (subject to adjustment as described in the Offer Documents) (the “Warrants“) and $100.00 in cash from the Company, for each $1,000.00 principal amount of any and all validly tendered and not validly withdrawn Unsecured Notes accepted for purchase (the “Unsecured Notes Tender Offer Consideration“), and (ii) $50.00 in cash funded by SPR for each $1,000.00 principal amount of any and all validly tendered and not validly withdrawn Unsecured Notes accepted for purchase (the “Unsecured Early Participation Payment” and, together with the Unsecured Notes Tender Offer Consideration, the “Unsecured Notes Total Consideration“) on the Settlement Date (as hereinafter defined).
No public market currently exists for our Common Units. Assuming all Unsecured Notes outstanding on the date of the Offer Documents are validly tendered (and not validly withdrawn) in the Unsecured Notes Tender Offers together with Consents on or prior to the Expiration Time (each as defined herein), which tenders and Consents are subsequently accepted by the Company, holders of the Warrants will have in the aggregate the right to purchase Common Units constituting, in the aggregate, 8.5% of the common equity in the Company after giving effect to a Restructuring (as defined herein). Eligible Noteholders that tender their Unsecured Notes after the Early Participation Deadline and prior to 5:00 p.m., New York City time, on September 27, 2019 (the “Expiration Time“) will not be eligible to receive the Unsecured Early Participation Payment funded by SPR and will only receive the Unsecured Notes Tender Offer Consideration promptly following the Expiration Time (such date, the “Settlement Date“).Ã‚Â No consideration is being paid in respect of accrued and unpaid interest to the holders of the Unsecured Notes. Holders tendering Unsecured Notes in the Unsecured Notes Tender Offers must also provide Consents in the applicable Consent Solicitation.
The Company is offering (the “Secured Notes Tender Offers” and, together with the Unsecured Notes Tender Offers, the “Tender Offers“) to Eligible Noteholders that tender their Secured Notes prior to the Early Participation Deadline, upon the terms and subject to the conditions set forth in the Offer Documents, the Secured Notes Tender Offer Consideration (as defined herein), and SPR is offering to fund the Secured Early Participation Payment (as defined herein), equal to (i) $950.00 in cash from the Company, for each $1,000.00 principal amount of any and all validly tendered and not validly withdrawn First Lien Notes or Second Lien Notes accepted for purchase (the “Secured Notes Tender Offer Consideration“), plus 100% of accrued and unpaid interest to, but not including, the Settlement Date, and (ii) $50.00 in cash funded by SPR for each $1,000.00 principal amount of any and all validly tendered and not validly withdrawn First Lien Notes or Second Lien Notes accepted for purchase (the “Secured Early Participation Payment” and, together with the Secured Notes Tender Offer Consideration, the “Secured Notes Total Consideration“) on the Settlement Date. Eligible Noteholders that tender their First Lien Notes or Second Lien Notes after the Early Participation Deadline and prior to the Expiration Time will not be eligible to receive the Secured Early Participation Payment funded by SPR and will only receive the Secured Notes Tender Offer Consideration on the Settlement Date, plus 100% of accrued and unpaid interest to, but not including, the Settlement Date. Holders tendering First Lien Notes or Second Lien Notes in the Secured Notes Tender Offers must also provide Consents in the applicable Consent Solicitation.
Completion of the Out-of-Court Restructuring is subject to a number of conditions, including that (i) at least 95% of the aggregate principal amount of each series of Notes are validly tendered and not validly withdrawn in the Tender Offers (the “Minimum Tender Condition“), (ii) the Issuers consummate the Private Placement, and (iii) the borrowing base under the New AcqCo RBL Facility is at least $700 million on the Settlement Date.
The Company and certain of its affiliates are also soliciting votes on a prepackaged plan of reorganization (the “Prepackaged Plan“) under Chapter 11 of the United States Bankruptcy Code from holders of the Notes (“Noteholders“). In the event the Minimum Tender Condition is not satisfied or waived, or if the Out-of-Court Restructuring otherwise is not consummated, but, (i) with respect to each class of Notes, holders of Notes (x) constituting more than one-half in number of the holders of Notes of such class that, on or as of the Expiration Time, have validly voted on the Plan, and (y) holding at least two-thirds of the aggregate principal amount of the outstanding Notes in such class, have voted to accept the Prepackaged Plan by validly executing and submitting the ballots provided contemporaneously with the Offering Memorandum on or before the Expiration Time, which is also the voting deadline with respect to such solicitation of votes, and (ii) SPR has received sufficient funding to make the Cash Contribution (as defined herein) and Early Participation Payments (as defined herein), the Company will seek to confirm the Prepackaged Plan and consummate the transactions contemplated therein on terms and conditions consistent in all material respects with the Offer Documents (the “In-Court Reorganization” and, together with the Out-of-Court Restructuring, the “Restructurings,” and each, a “Restructuring“).
Regardless of whether the Company consummates the Out-of-Court Restructuring or the In-Court Reorganization, all Noteholders that validly tender (and do not validly withdraw) their Notes pursuant to the Tender Offers prior to the Early Participation Deadline and thereby consent to the Proposed Amendments will receive from SPR the Unsecured Early Participation Payment or the Secured Early Participation Payment (collectively, the “Early Participation Payments“), as applicable, upon consummation of a Restructuring. Noteholders providing tenders and consents after the Early Participation Deadline will not be entitled to the Early Participation Payments, and the Prepackaged Plan does not provide for any consideration to such Noteholders beside the Secured Notes Tender Offer Consideration or Unsecured Notes Tender Offer Consideration, as applicable. Therefore, upon consummation of either Restructuring, Noteholders that do not tender their Notes prior to the Early Participation Deadline will receive less consideration than they would have if they tendered by the Early Participation Deadline.
The Company will not offer or pay any consideration in respect of any accrued interest on the Unsecured Notes tendered in the Unsecured Notes Tender Offers. Accordingly, if the Unsecured Notes Tender Offers are consummated, Noteholders whose Unsecured Notes are purchased in the Unsecured Notes Tender Offers will be deemed to have waived payment of an amount equal to the accrued and unpaid interest on the purchased Unsecured Notes to the date such tendered Unsecured Notes are purchased.
Holders of First Lien Notes accepted by the Company will not receive the optional redemption premium that they would otherwise be entitled to receive under the First Lien Indenture in connection with a redemption of First Lien Notes. Accordingly, if the Secured Notes Tender Offers are consummated, Noteholders whose First Lien Notes are purchased in the Secured Notes Tender Offers will be deemed to have waived payment of an amount equal to such redemption premium.
The table set forth below summarizes the consideration to be paid in connection with each Tender Offer.
In connection with the Tender Offers, the Issuers are soliciting (the “Consent Solicitations“) consents (the “Consents“), upon the terms and subject to the conditions set forth in the Offering Memorandum, to certain proposed amendments (the “Proposed Amendments“) to the indentures governing the Notes. The Proposed Amendments would eliminate substantially all restrictive covenants, certain events of default applicable to the Notes and certain other provisions contained in the indentures governing the Notes. The Proposed Amendments will also release the liens on all of the collateral securing the First Lien Notes and Second Lien Notes. The Proposed Amendments will be set forth in Supplemental Indentures with respect to each indenture governing the Notes. Upon the Proposed Amendments becoming effective and operative with respect to a series of Notes, all Noteholders of such series of Notes would be bound by the terms thereof, even if they did not deliver Consents to the applicable Proposed Amendments.
Subject to the substantially concurrent satisfaction or waiver of all conditions of the Out-of-Court Restructuring or In-Court Reorganization, as applicable (in each case, other than occurrence of the SPR Contributions (as defined below)), in accordance with the applicable terms set forth in the Offering Memorandum and in the Prepackaged Plan, substantially concurrently with the consummation of the Tender Offers or the Effective Date (as defined in the Prepackaged Plan), respectively, SPR will contribute the SPR Assets (as defined in the Offering Memorandum) to the Company (the “SPR Dropdown“) and, the Company will contribute the SPR Assets and all of its oil and gas properties to AEPB Acquisition Company, LLC (f/k/a Sable Acquisition Company, LLC) (“AcqCo“)Ã‚Â (the “Company Dropdown” and, together with the SPR Dropdown, the “Asset Contributions“) and SPR will contribute $375 million in cash (net of any amounts it has paid directly to holders of Notes on account of Early Participation Payments) in exchange for common equity in the Company (the “Cash Contribution” and together with the Asset Contributions, the “SPR Contributions“)).
Contemporaneously with the consummation of a Restructuring, and as a condition of either Restructuring, AcqCoÃ‚Â will enter into a new senior secured reserve based lending facility with commercial lenders engaged in lending in the oil and gas industry (the “New AcqCo RBL Facility“) and will terminate the existing revolving credit facilities at SPR and AcqCo with JPMorgan Chase Bank, N.A. (“JPM“), as administrative agent, and the lenders party thereto. JPM has agreed pursuant to a commitment letter provided to SPR to provide 100% of the New AcqCo RBL Facility, and the commitment provided thereunder. In connection with the consummation of a Restructuring, the Issuers expect to borrow under the New AcqCo RBL Facility and, along with proceeds of the Cash Contribution, repay all outstanding borrowings under and terminate SPR’s existing revolving credit facility and AcqCo’s existing revolving credit facility and to fund a portion of the cash consideration paid in the Tender Offers.
The Company intends to continue to operate its business in the normal course without material disruption to its vendors, partners or employees until the effective date of a Restructuring. The implementation of the transactions contemplated by the RSA is dependent on a number of factors and approvals, and there can be no assurance that the treatment of creditors outlined above will not change significantly.
The Warrants and the Common Units underlying the Warrants will not be registered under the Securities Act of 1933, as amended (the “Securities Act“), or any state securities laws. The Warrants are being offered and issued only (1) to “qualified institutional buyers” as defined in Rule 144A under the Securities Act, (2) outside the United States to persons other than “U.S. persons” as defined in Rule 902 under the Securities Act that will receive Warrants in offshore transactions in compliance with Regulation S under the Securities Act who are “non-U.S. qualified offerees” (as defined in the Offering Memorandum) and (3) “accredited investors” as such term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. Any issuance or distribution of Warrants or other securities under or in connection with the Prepackaged Plan will be made pursuant to Section 1145 of the Bankruptcy Code or other exemptions from registration. The holders of Unsecured Notes who have certified to the Company that they are eligible to participate in the Tender Offers pursuant to one of the foregoing conditions, as well as all holders of Secured Notes, are referred to as “Eligible Noteholders.” Accordingly, the Warrants will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. Prime Clerk LLC is acting as the tender agent and information agent for the Tender Offers and voting agent for the solicitation of votes on the Prepackaged Plan. Requests for the offering documents may be directed to Prime Clerk at (844) 627-8453 (toll free within the U.S. and Canada), +1 (929) 602-1722 (toll outside the U.S. and Canada), or by email to email@example.com.
Neither the Issuers, their respective governing boards nor any other person makes any recommendation as to whether the holders of the Notes should tender their Notes, and no one has been authorized to make such a recommendation. Holders of the Notes must make their own decisions as to whether to tender their Notes, and if they decide to do so, the principal amount of the Notes toÃ‚Â tender.
About American Energy Ã¢â‚¬â€œ Permian Basin, LLC
American Energy Ã¢â‚¬â€œ Permian Basin, LLC is an independent oil and natural gas company focused on the acquisition, development and production of unconventional oil and natural gas reserves in the Wolfcamp Shale play in the Southern Midland Basin within the Permian Basin of West Texas.
About Sable Permian Resources, LLC
Sable Permian Resources, LLC is an independent oil and natural gas company focused on the acquisition, development and production of unconventional oil and natural gas reserves in the Wolfcamp Shale play in the Southern Midland Basin within the Permian Basin of West Texas. Sable Permian Resources, LLC is the parent entity of American Energy Ã¢â‚¬â€œ Permian Basin, LLC and operates on its behalf.
The information in this press release includes “forward-looking statements.” All statements, other than statements of historical fact included in this press release, regarding the Company’s strategy, future operations, financial position, estimated revenues and losses, projected production, projected costs, prospects, plans and objectives of management, are forward-looking statements. When used in this press release, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “guidance,” “forecast” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on the Company’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. These forward-looking statements are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events, which may differ from actual outcomes. While the Company makes these statements and projections in good faith, neither the Company nor the Company’s management can guarantee that anticipated future results will be achieved. The Company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company, whether as a result of new information, future events, or otherwise.
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SOURCE American Energy – Permian Basin, LLC
SAN FRANCISCO and TEL AVIV, Israel, Aug. 29, 2019 (GLOBE NEWSWIRE) — Kalytera Therapeutics, Inc. (TSX VENTURE: KLY and OTCQB: KALTF) (the “Company” or “Kalytera“) today reported financial results for the second quarter of 2019. (All dollars U.S. unless otherwise noted.)
Ã¢â‚¬Å“Kalytera made important progress in its lead product development program during the second quarter. We recently announced that the interim results from our Phase 2 clinical study evaluating cannabidiol (Ã¢â‚¬Å“CBDÃ¢â‚¬ï¿½) for the prevention of acute graft versus host disease (Ã¢â‚¬Å“GVHDÃ¢â‚¬ï¿½) are significantly positive, and, as a result, we will not enroll the high dose cohort in this clinical study, but will instead, upon completion of the medium dose cohort, proceed directly to initiate a Phase 3 clinical registration study,” stated Robert Farrell, KalyteraÃ¢â‚¬â„¢s President and CEO.Ã‚Â
Second Quarter Financial Results
In Q2 2019, the Company had no revenues from product sales, and recorded a net loss of approximately $5.4 million ($0.01 per Common Share), compared with a net profit of approximately $5.9 million ($0.04 per Common Share) in Q2, 2018. The CompanyÃ¢â‚¬â„¢s net loss in Q2 2019 and net profit in Q2 2018 resulted from several factors in each such period, including, primarily, changes in the fair-values of certain intangible assets and liabilities that were charged to income.
Second Quarter Operating Expenses
Research and development expenses in Q2 2019 decreased to approximately $1.9 million, from approximately $2.3 million in Q2 2018. This decrease was due primarily to a decrease in subcontracted RD costs relating to the CompanyÃ¢â‚¬â„¢s Phase 2 clinical trial in the prevention of acute GVHD.
General and administrative expenses in Q2 2019 were approximately $1.3 million, compared to $760,000 in Q2 2018. This increase in general and administrative expenses was primarily due to an increase in legal and professional fees in the amount of $503,000 relating to the public unit offering of common shares and warrants that the Company completed in April and May 2019.
Changes in Fair-Value
The primary factors relating to the CompanyÃ¢â‚¬â„¢s net loss in Q2 2019 compared with its net profit in Q2 2018 were several partially offsetting changes in the fair-values of certain intangible assets and liabilities that were charged to income. These changes in fair-values also resulted in corresponding changes to the CompanyÃ¢â‚¬â„¢s balance sheet. Changes in fair-values included: (1) a reduction in the fair-value of in-process RD in the approximate amount of $22.8 million that resulted from the CompanyÃ¢â‚¬â„¢s decision to proceed with only the RD program relating to the prevention of acute GVHD, while putting its RD program relating to the treatment of acute GVHD on hold, and delays in the expected commercial launch of its products for prevention and treatment of acute GVHD; (2 ) an approximate gain of Ã‚Â $14.0 million from changes in the fair-value of contingent payments that the Company may become obligated to pay to the former shareholders of Talent Biotechs, Ltd. in connection with the acquisition of that company by Kalytera in February 2017; (3) an approximate gain of Ã‚Â $7.3 million that resulted from a change in the fair values of convertible instruments and convertible debentures relating to the change in the share price of the CompanyÃ¢â‚¬â„¢s common shares from March 31, 2019 to June 30, 2019; and (4) an increase in income tax benefits of approximately $5.2 million.
Liquidity and Capital Resources
At June 30, 2019, the CompanyÃ¢â‚¬â„¢s current assets, including cash and cash equivalents and other receivables, increased to approximately $1.6 million from approximately $747,000 at December 31, 2018.
The Company is currently in the process of closing a management-led private placement of up to approximately $1.1 million. The Company believes that the private placement will close in early September, and will provide sufficient cash to fund its operating costs through Q4 this year.
About Kalytera Therapeutics
Kalytera Therapeutics, Inc. is pioneering the development of CBD therapeutics. Through its proven leadership, drug development expertise, and intellectual property portfolio, Kalytera seeks to establish a leading position in the development of CBD medicines for a range of important unmet medical needs, with an initial focus on GVHD and treatment of acute and chronic pain.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release may contain certain forward-looking information and statements (“forward-looking information”) within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation in respect of its product candidate pipeline, planned clinical trials, regulatory approval prospects, intellectual property objectives and other statements containing the words “believes”, “anticipates”, “plans”, “intends”, “will”, “should”, “expects”, “continue”, “estimate”, “forecasts” and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that future clinical studies may not proceed as expected or may produce unfavourable results. Kalytera undertakes no obligation to comment on analyses, expectations or statements made by third-parties, its securities, or financial or operating results (as applicable). Although Kalytera believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond Kalytera’s control. The forward-looking information contained in this press release is expressly qualified by this cautionary statement and is made as of the date hereof. Kalytera disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
The company will hold a conference call with management on Tuesday, Sept. 3
VANCOUVER, British Columbia and PHOENIX, Aug. 29, 2019 /CNW/ — 4Front Ventures Corp. (CSE: FFNT) (OTCQX: FFNTF) (“4Front” or the “Company“), announces the interim unaudited financial results of 4Front Holdings LLC (“4Front Holdings“) for the quarter ended June 30, 2019 (“Q2 2019“). Because Q2 2019 predated the closing of 4Front Holding’s business combination with Cannex Capital Holdings, Inc. (“Cannex“) on July 31, 2019, the reported and filed financial results are not consolidated and do not reflect the results of Cannex for the period.Ã‚Â The financial statements reported for Q3 2019 will reflect the results of Cannex as consolidated into the combined resulting issuer, 4Front.
While the reported and filed Q2 2019 results don’t include Cannex, the Company is sharing a calculation called Systemwide Pro Forma Revenue* that includes information related to Cannex as defined below.
Q2 2019 Financial Results
(*Systemwide Pro Forma Revenue and Adjusted EBITDA are not measures included in the International Financial Reporting StandardsÃ‚Â (IFRS).Ã‚Â Please see discussion of Non-IFRS measures below.)
“I am proud of the growth 4Front has achieved, and I’m excited by the anticipated acceleration in our growth and capabilities resulting from our merger with Cannex,” said Josh Rosen, 4Front CEO. “As we continue to invest in our infrastructure and our people, I am much more focused on achieving operational milestones than how those milestones present through the lens of IFRS accounting. I expect that, like high-growth companies in this and other industries, we will generate accounting losses as we build out operations and aggressively add and train staff, with an eye on market leadership within the adult-use markets we’re prioritizing. However, we expect the underlying operations in each state to quickly become cash-flow positive on a standalone basis as we complete projects over the coming eighteen months.”
Key Operational Updates and Subsequent Events
“We’re building our business on what I like to think of as four pillars: experienced and committed leadership, battle-tested operating capabilities, a strategic approach to growth and capital allocation, and a commitment to being a magnet for talent in the industry,” Rosen said. “As I stated on our conference call in early August after we closed our merger with Cannex, when we articulate internally and externally what we’re playing for, it’s to build a company the right way with $200 million in EBITDA; I’m delighted with how our team and strategic asset platform is coming together and I look forward to sharing future updates related to our aggressive plans.”
As of close of business today, 4Front would have a basic total of 530,852,417 shares outstanding, when calculated as if all share classes were converted to Subordinate Voting Shares, and a fully diluted total of 577,304,399 million shares when calculated on the same basis. For further details regarding 4Front’s share structure, please see the its profile at www.thecse.com.
As of the closing of the merger between Cannex and 4Front on July 31st, 2019, the company had $38.2 million of available and restricted cash (including $15.8 million of cash available but not drawn under the debt associated with real estate-related assets), $33.5 million of convertible debt outstanding and $50 million of debt associated with real estate-related assets.
Financial Results Conference Call
The Company will host a conference call with management on Tuesday, September 3, at 9 a.m. PST. Join by dialing 1-877-407-0792 toll free from the United States or Canada or 1-201-689-8263 if dialing from outside those countries.
The call will be available for replay if you’re unable to join. To access the replay, which will be available until September 10, dial 1-844-512-2921 toll free from the United States and Canada, or 1-412-317-6671 if dialing from outside those countries, and using this replay pin number: 13694074.
Non-IFRS Measures, Reconciliation and Discussion
In this press release, 4Front refers to certain non-IFRS financial measures such as Systemwide Pro Forma Revenue and Adjusted EBITDA. These measures do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other issuers. 4Front defines Systemwide Pro Forma Revenue as total revenue plus revenue from entities with which the Company has a management contract but does not consolidate the financial results of per IFRS 10 Ã¢â‚¬â€œ Consolidated Financial Statements (net of any management fees), plus revenue from pending and closed acquisitions as if such acquisitions had occurred on January 1, 2019, plus revenue from certain entities to which the Company provides services, sells non-cannabis input materials, and leases the entity’s operating facilities, and which the Company has an option to purchase should applicable state law change (net of any revenues generated by leasing such facilities, selling such input materials, and provision of services). 4Front considers this measure to be an important indicator of the growth and scope of the business. Adjusted EBITDA is defined by the Company as earnings before interest, taxes, depreciation and amortization less share-based compensation expense and one-time charges related to acquisition and financing related costs. 4Front considers these measures to be an important indicator of the financial strength and performance of our business. The following tables provide a reconciliation of each of the non-IFRS measures to its closest IFRS measure.Ã‚Â
About 4Front Ventures Corp.
4Front is a cannabis company designed for long-term success and built upon battle-tested operating capabilities at scale, experienced and committed leadership, a strategic asset base, and a commitment to being a magnet for talent. From plant genetics to the cannabis retail experience, 4Front’s team applies expertise across the value chain. 4Front has invested heavily to assemble a comprehensive collection of management skills and hands-on operating expertise to capitalize on the unique growth opportunity being afforded by the increased legalization of cannabis. For more information, visit 4Front’s website.
Andrew Thut, Chief Investment Officer
Anne Donohoe / Nick Opich
KCSA Strategic Communications
firstname.lastname@example.orgÃ‚Â / email@example.comÃ‚Â
212-896-1265 / 212-896-1206
This news release was prepared by management of 4Front Ventures, which takes full responsibility for its contents. The Canadian Securities Exchange (“CSE”) has not reviewed and does not accept responsibility for the adequacy of this news release. Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward Looking Statements
Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in 4Front Ventures’ periodic filings with Canadian securities regulators. When used in this news release, words such as “will, could, plan, estimate, expect, intend, may, potential, believe, should,” and similar expressions, are forward-looking statements.
Forward-looking statements may include, without limitation, statements related to future developments and the business and operations of 4Front Ventures, developments with respect to legislative developments in the United States and the proposed trading dated of the resulting issuer.
Although 4Front Ventures has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects which have limited or no operating history and are engaged in activities currently considered illegal under U.S. federal laws; change in laws; limited operating history; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry and; regulatory or political change.
There can be no assurance that such information will prove to be accurate or that management’s expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. 4Front Ventures disclaims any intention or obligation to update or revise such information, except as required by applicable law, and 4Front Ventures does not assume any liability for disclosure relating to any other company mentioned herein.
1Ã‚Â Using the treasury stock method as of August 29, 2019.
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(RTTNews) – South Korea’s central bank maintained its key interest rate, as widely expected, after lowering it by a quarter-point last month to revive economy.
The Monetary Policy Board of the Bank of Korea, on Friday, decided to leave the base rate unchanged at 1.50 percent. The decision came in line with expectations.
The bank had reduced its rate by 25 basis points in July, which was the first reduction since 2016.
At the meeting, policymakers observed that uncertainties concerning the growth path forecast have further increased mainly due to the escalation of the US-China trade dispute and the heightened geopolitical risks.
Consumption growth has weakened and the sluggishness in exports and facilities investment continued, the bank noted. Domestic economic growth is forecast to moderate.
Nonetheless, the bank said among the upside risks to the growth outlook is an improvement in domestic demand thanks to a strengthening of government policies to shore up the economy.
As the Bank of Korea sounded more bearish on the outlook for the economy, Alex Holmes, an economist at Capital Economics, said he continues to expect more easing this year, with another 25 basis point cut in October.
The central bank forecast consumer price inflation to fluctuate for some time at the lower-zero percent level as downside risks to the path projected in July have increased, and then run at the low- to mid-1 percent level from next year.