Tag: shareholders (Page 3 of 3)

Pioneer Railcorp Shareholders Approve Merger with BRX

July 19, 2019 / WIL BALDWIN

PEORIA, Ill., July 19, 2019 /PRNewswire/ — Pioneer Railcorp (OTC: PRRR, “Pioneer”), a railroad holding company that owns short-line railroads and several other railroad-related businesses including a railroad equipment company and a contract switching services company, today announced that its shareholders have approved the previously announced definitive merger agreement with BRX Transportation Holdings, LLC (“BRX”), an entity formed by Brookhaven Rail Partners (“Brookhaven”), Related Infrastructure (“Related”) and Stephens Capital Partners LLC (“Stephens”). The proposal to approve the merger agreement and the transactions contemplated thereby was approved with voting results as follows:

Under the terms of the merger agreement, BRX will acquire through merger all of the outstanding shares of Pioneer’s Class A common stock. Shareholders other than Heartland will receive $18.81 per share in cash and the Heartland shares will be cancelled without consideration.

Consummation of the merger remains subject to various closing conditions, including operating performance by Pioneer within a specified working capital floor and debt ceiling. Subject to satisfaction of the closing conditions, the transaction is expected to close in late July 2019. Upon closing of the transaction, Pioneer will become a wholly-owned subsidiary of BRX and its Class A common stock will cease trading on the OTC Markets.

Arnold & Porter is acting as legal advisor to BRX in this transaction. BMO Capital Markets is serving as exclusive financial advisor to Pioneer in connection with this transaction and Briggs and Morgan, P.A. is acting as Pioneer’s legal advisor.

About Pioneer
Pioneer Railcorp is the parent company of 15 short-line common carrier railroad operations, an equipment leasing company, two service companies and a contract services switching company. Pioneer and its subsidiaries operate in the following states: Alabama, Arkansas, Georgia, Illinois, Indiana, Iowa, Kansas, Michigan, Mississippi, Ohio, Pennsylvania and Tennessee. For more information on Pioneer, please visit www.Pioneer-Railcorp.com

About Brookhaven
Brookhaven Rail Partners is an affiliate of Denver-based Brookhaven Capital Partners, a privately held, real estate and infrastructure investment and management firm. Brookhaven and its principals have a 25-year track record of investing in, operating and developing critical transportation assets that support industry, and promote new economic development, community investment, and job creation. For more information on Brookhaven, please visit www.BrookhavenPartners.com

Embraer Announces Earnings Results For 1st Quarter 2019

May 15, 2019 / WIL BALDWIN

HIGHLIGHTS

Embraer delivered 11 commercial jets and 11 executive jets (8 light / 3 large) in 1Q19.

The Company’s firm order backlog at the end of 1Q19 was US$ 16 billion considering all deliveries as well as firm orders obtained during the period.

EBIT and EBITDA in 1Q19 were US$ (15.2) million and US$ 30.9 million, respectively, yielding EBIT margin of -1.8% and EBITDA margin of 3.8%. This compares to EBIT of US$ (5.3) million (-0.6% EBIT margin) and EBITDA of US$ 57.8 million (6.0% EBITDA margin) in 1Q18.

1Q19 Net loss attributable to Embraer shareholders and Loss per ADS were US$ (42.5) million and US$ (0.23), respectively. Adjusted net loss (excluding deferred income tax and social contribution) for 1Q19 was US$ (61.8) million, with Adjusted loss per ADS of US$ (0.34). Embraer reported adjusted net loss in 1Q18 of US$ (60.5) million, for an adjusted loss per ADS of US$ (0.33) in the quarter.

Embraer reported Free cash flow of US$ (665.3) million in 1Q19, compared to free cash flow of US$ (435.2) million reported in 1Q18. The Company finished the quarter with total cash of US$ 2,483.4 million and total debt of US$ 3,587.1 million, yielding a net debt position of US$ 1,103.7 million versus net debt of US$ 439.9 million at the end of 2018.

The Company’s shareholders approved the proposed strategic partnership between Boeing and Embraer during an Extraordinary General Shareholders’ Meeting on February 26, 2019. At the meeting, 96.8% of all valid votes were in favor of the transaction, with participation of roughly 67% of all outstanding shares.

The closing of the transaction between Boeing and Embraer remains subject to obtaining regulatory approvals and the satisfaction of other customary closing conditions, expected by the end of 2019.

The Company reaffirms all aspects of its 2019 financial and deliveries guidance.

Click the link below for the full report!

https://daflwcl3bnxyt.cloudfront.net/m/4fe5d3ce64e6b820/original/Embraer-Release-US-1Q19_FINAL.pdf

WestJet To Be Taken Private In C$3.5 Billion Cash Deal

May 13, 2019 / WIL BALDWIN

(Reuters) – Canada’s WestJet Airlines Ltd said on Monday it will be acquired by private equity firm Onex Corp in an all-cash deal for C$3.53 billion ($2.63 billion).

Including debt, the deal is valued at about C$5 billion.

As part of the deal, WestJet shareholders will receive C$31 for each share held, representing an about 67% premium to its closing price on Friday.

The investment will be led by Onex Partners, Onex’s private equity platform focused on larger investment opportunities and WestJet’s board has recommended that its shareholders vote in favor of the deal.

The private equity fund has a history of investing in aerospace, having previously held a major stake in Boeing supplier Spirit Aerosystems.

The deal is expected to close in the latter part of this year or early next year, the company said.

CIBC Capital Markets and B of A Merrill Lynch were the financial advisers to WestJet, while Barclays, Morgan Stanley and RBC Capital Markets advised Onex.

(Reporting by Debroop Roy in Bengaluru; Editing by Arun Koyyur)

Avianca Brasil Looking for Additional Capital

January 23, 2019 / WIL BALDWIN

SAO PAULO, Jan 22 (Reuters) – Avianca Brasil, which filed for bankruptcy protection in December, is looking for a cash injection and has hired Brazilian consulting firm Galeazzi & Associados to help in talks with investors and creditors, the airline said.

Galeazzi’s executives are already visiting the carrier’s creditors to discuss options, a source said, asking for anonymity to disclose private talks. Reuters first reported the news of the Galeazzi hire, citing sources.

Avianca shareholders are discussing a potential cash injection with different investors, including hedge fund Elliott Management Corp, two sources said. Any investment now would need to happen within the bankruptcy protection process, likely in the form of debtor-in-possession financing.

Elliott and Galeazzi did not immediately reply to requests for comment.

Any capital injection or loan would need authorization from the bankruptcy judge.

Avianca is battling two of its main aircraft lessors, Aircastle Ltd and General Electric Co’s unit GE Capital Aviation Services, who have tried so far unsuccessfully to ground or repossess 40 percent of its fleet.

Avianca also said in the statement it continues to operate normally.

The escalating legal battle has added to the uncertainty surrounding Avianca Brasil’s ability to maintain its current flight schedule.

(Reporting by Tatiana Bautzer Editing by Susan Thomas and Alistair Bell)

Harris & L3 To Merge, Become 6th Largest US Defence Contractor

October 15, 2018 / WIL BALDWIN

By Jarrett Renshaw and Harry Brumpton

(Reuters) – Military communication equipment providers Harris Corp (HRS.N) and L3 Technologies Inc (LLL.N) announced on Sunday an all-stock merger that will create the United States’ sixth-largest defence contractor with a market value of $34 billion.

Increased defence spending under U.S. President Donald Trump and the Republican-led Congress is driving contractors to pursue mergers so they have more scale to bid on bigger projects, spanning everything from upgrading computer systems to space exploration.

In August, Trump signed a defence policy bill that authorized $639 billion in military spending such as buying weapons, ships, aircraft and paying troops.

“We are in an environment where the economy is pretty strong, we know defence spending is coming up, the 2019 (federal) budget is up 3 percent over 2018, 2018 was up 9 to 10 percent over the prior year,” Harris Chief Executive William Brown said in an interview.

“I think there is an increasing need for more investment, more end-to-end solutions,” Brown added.

The transaction values L3 at $15.7 billion, slightly above its market capitalisation at the end of trading on Friday of $15.3 billion. Harris has a market capitalisation of $18.2 billion.

L3 shareholders will receive 1.3 shares of Harris common stock for each of their shares. As a result, Harris shareholders will own about 54 percent of the combined company, with the remainder owned by L3 shareholders.

The combined company, L3 Harris Technologies Inc, will have about 48,000 employees and customers in over 100 countries, the companies said. The merger is expected to close in midyear 2019, they added.

The new company’s board of directors will have 12 members, consisting of six directors from each company. Brown will serve as chairman and chief executive officer, and L3 CEO Christopher Kubasik will serve as vice chairman, president and chief operating officer for the first two years following the closing of the deal, the companies said.

In the third year, Brown will transition to executive chairman and Kubasik will become CEO. After that year, Kubasik will be both chairman and CEO.

“The aerospace and defence industry is continuing to see a lot of change over the last year or so, and many people have believed for a long time this combination made sense and we have worked hard to make that happen,” Kubasik said in an interview.

A string of deals have taken place in the sector. In June, U.S. defence contractor Northrop Grumman Corp (NOC.N) acquired Orbital ATK Inc for about $7.8 billion, giving it greater access to lucrative government contracts and expanding its arsenal of missile defence systems and space rockets.

In April, weapons maker General Dynamics Corp (GD.N) bought CSRA Inc for $9.7 billion to expand its government services business, after CACI International Inc (CACI.N) withdrew its offer for CSRA following a bidding war.

Morgan Stanley (MS.N) is acting as financial adviser to Harris and Sullivan & Cromwell LLP is serving as principal legal counsel, with Paul, Weiss, Rifkind, Wharton & Garrison LLP acting as special counsel to the board of directors. Goldman Sachs Group Inc (GS.N) is acting as financial adviser to L3 and Simpson Thacher & Bartlett LLP is serving as legal counsel.

(The story adds expected closing date in paragraph 8, detail about new company’s leadership in paragraph 10)

(Reporting by Jarrett Renshaw and Harry Brumpton in New York; Additional reporting by Chris Sanders in Washington; Editing by Sandra Maler and Peter Cooney)

Pioneer Railcorp Shareholders Approve Merger with BRX

Embraer Announces Earnings Results For 1st Quarter 2019

WestJet To Be Taken Private In C$3.5 Billion Cash Deal

Avianca Brasil Looking for Additional Capital

Harris & L3 To Merge, Become 6th Largest US Defence Contractor

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