QGOG Constellation S.A. (“QGOG Constellation” or the “Company”) has been involved in discussions and negotiations with certain holders (and investment managers for certain holders) (each, a “Noteholder”) of the 9.00% Cash / 0.50% PIK Senior Secured Notes due 2024 (the “2024 Notes”) issued by the Company pursuant to that indenture dated as of July 27, 2017 by and among the Company, the Subsidiary Guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee, paying agent, transfer agent and registrar (the “2024 Notes Indenture”).
Confidentiality Agreements with Members of the Ad Hoc Committee
On May 8, 2018, the Company executed confidentiality agreements (the “Confidentiality Agreements”) with certain members of an ad hoc committee of Noteholders (the “Ad Hoc Committee”) to facilitate discussions and negotiations regarding a possible consensual restructuring, recapitalization, reorganization, refinancing and/or amendment of the 2024 Notes and related matters (a “Potential Transaction”). Pursuant to the Confidentiality Agreements, the Company agreed to disclose publicly, after the expiration of a period set forth in the Confidentiality Agreements, certain material non-public information (the “Confidential Information”) regarding, or shared in connection with, the discussions and/or negotiations that have taken place between the Company and the Ad Hoc Committee concerning a Potential Transaction. The information included in this press release and the Cleansing Presentation (as defined below) made publicly available on the Company’s website are being furnished to satisfy the Company’s public disclosure obligations under the Confidentiality Agreements.
Discussions with Members of the Ad Hoc Committee
Over the last six weeks, representatives of the Company and the Company’s financial and legal advisors (the “Company Representatives”) met in person with representatives of the Ad Hoc Committee and the Ad Hoc Committee’s financial and legal advisors (the “Ad Hoc Committee Representatives”) to discuss the terms of a Potential Transaction.
The Company continues to advance discussions with certain of its key stakeholders with the aim of a comprehensive re-profiling of its capital structure to match its operating business and the industry’s current economic environment. As of the date hereof, no agreement concerning the terms of a Potential Transaction has been reached with the Ad Hoc Committee, the A/L/B Lenders (as defined below), Bradesco (as defined below), any other Noteholder(s), any shareholder(s) or other creditor(s) of the Company, or any other third party. While additional discussions between these parties and the Company may occur, there can be no assurance that, if discussions do continue, they will result in an agreement regarding the terms of a Potential Transaction.
During the term of the Confidentiality Agreements, the Company Representatives and the Ad Hoc Committee Representatives exchanged proposals representing the terms of a Potential Transaction (each, a “Proposal”). Further, certain written materials were provided by the Company Representatives to the Ad Hoc Committee Representatives that the Company is required to make public under the Confidentiality Agreements (such materials, collectively, the “Cleansing Materials”), including, among other things, the latest Proposals submitted by representatives of and/or financial and legal advisors to the following other creditors of the Company: (i) the secured lenders and the administrative agents (collectively, the “A/L/B Lenders”) under (a) the syndicated secured credit facility with Amaralina Star Ltd. and Laguna Star Ltd. as borrowers and (b) the syndicated secured credit facility with Brava Star Ltd. as borrower; and (ii) Banco Bradesco S.A., Grand Cayman Branch (“Bradesco”) under (a) the working capital loan facility, dated May 9, 2014 (as amended from time to time), in an outstanding amount of US$100,000,000.00 with Constellation Overseas Ltd. as borrower and (b) the working capital loan facility, dated January 20, 2015 (as amended from time to time), in an outstanding amount of US$50,000,000.00 with Constellation Overseas as borrower.
The Cleansing Materials are set forth in a written presentation dated as of the date hereof (the “Cleansing Presentation”). In accordance with its obligations under the Confidentiality Agreements, the Company has posted the Cleansing Presentation on a section of its website that is readily accessible to the public. The Proposals of each of the Company Representatives, the Ad Hoc Committee Representatives and representatives of and/or financial and legal advisors to Bradesco set forth in the Cleansing Presentation each represent the last best term sheet or similar document in respect of any Proposal(s) made by or on behalf of such party and delivered to each of the Company, the Ad Hoc Committee Representatives and the A/L/B Lenders.
The Proposal dated as of February 2018 of representatives of and/or financial and legal advisors to the A/L/B Lenders included in the Cleansing Materials was subsequently withdrawn by the A/L/B Lenders in light of additional confidential information with respect to projections and other material nonpublic information received by the A/L/B Lenders, which additional confidential information was not received by members of the Ad Hoc Committee. Representatives of and/or financial and legal advisors to the A/L/B Lenders made a subsequent Proposal that has been shared with the Company and the Ad Hoc Committee’s financial and legal advisors, but not with any member of the Ad Hoc Committee.
Certain Other Important Information
In addition to the disclaimers and qualifiers set forth in the Cleansing Materials, all statements made in the Cleansing Materials are in the nature of settlement discussions and compromise, are not intended to be and do not constitute representations of any fact or admissions of any liability and are for the purpose of attempting to reach a consensual compromise and settlement. Nothing contained in the Cleansing Materials is intended to or shall be construed to be an admission or a waiver of any rights, remedies, claims, causes of action or defenses. The information contained in the Cleansing Materials is for discussion purposes only and shall not constitute a commitment to consummate any transaction, or otherwise take any decisions or actions contemplated in the Cleansing Materials.
Furthermore, the contents of the Cleansing Materials shall not be construed as guidance by the Company in relation to its future results, and the Company does not assume and expressly disclaims any responsibility to update such contents or information at any time.
This press release is neither an offer to sell nor the solicitation of an offer to buy any security. This press release is also not an offer to purchase or a solicitation of an offer to purchase with respect to any security, nor is this press release a solicitation of any consent to any amendments with respect to the 2024 Notes or any other security.
Australia says no further Facebook, Google amendments as final vote nears
By Colin Packham
CANBERRA (Reuters) – Australia will not alter legislation that would make Facebook and Alphabet Inc’s Google pay news outlets for content, a senior lawmaker said on Monday, as Canberra neared a final vote on whether to pass the bill into law.
Australia and the tech giants have been in a stand-off over the legislation widely seen as setting a global precedent.
Other countries including Canada and Britain have already expressed interest in taking some sort of similar action.
Facebook has protested the laws. Last week it blocked all news content and several state government and emergency department accounts, in a jolt to the global news industry, which has already seen its business model upended by the titans of the technological revolution.
Talks between Australia and Facebook over the weekend yielded no breakthrough.
As Australia’s senate began debating the legislation, the country’s most senior lawmaker in the upper house said there would be no further amendments.
“The bill as it stands … meets the right balance,” Simon Birmingham, Australia’s Minister for Finance, told Australian Broadcasting Corp Radio.
The bill in its present form ensures “Australian-generated news content by Australian-generated news organisations can and should be paid for and done so in a fair and legitimate way”.
The laws would give the government the right to appoint an arbitrator to set content licencing fees if private negotiations fail.
While both Google and Facebook have campaigned against the laws, Google last week inked deals with top Australian outlets, including a global deal with Rupert Murdoch’s News Corp.
“There’s no reason Facebook can’t do and achieve what Google already has,” Birmingham added.
A Facebook representative declined to comment on Monday on the legislation, which passed the lower house last week and has majority support in the Senate.
A final vote after the so-called third reading of the bill is expected on Tuesday.
Lobby group DIGI, which represents Facebook, Google and other online platforms like Twitter Inc, meanwhile said on Monday that its members had agreed to adopt an industry-wide code of practice to reduce the spread of misinformation online.
Under the voluntary code, they commit to identifying and stopping unidentified accounts, or “bots”, disseminating content; informing users of the origins of content; and publishing an annual transparency report, among other measures.
(Reporting by Byron Kaye and Colin Packham; Editing by Sam Holmes and Hugh Lawson)
GSK and Sanofi start with new COVID-19 vaccine study after setback
By Pushkala Aripaka and Matthias Blamont
(Reuters) – GlaxoSmithKline and Sanofi on Monday said they had started a new clinical trial of their protein-based COVID-19 vaccine candidate, reviving their efforts against the pandemic after a setback in December delayed the shot’s launch.
The British and French drugmakers aim to reach final testing in the second quarter, and if the results are conclusive, hope to see the vaccine approved by the fourth quarter after having initially targeted the first half of this year.
In December, the two groups stunned investors when they said their vaccine would be delayed towards the end of 2021 after clinical trials showed an insufficient immune response in older people.
Disappointing results were probably caused by an inadequate concentration of the antigen used in the vaccine, Sanofi and GSK said, adding that Sanofi has also started work against new coronavirus variants to help plan their next steps.
Global coronavirus infections have exceeded 110 million as highly transmissible variants of the virus are prompting vaccine developers and governments to tweak their testing and immunisation strategies.
GSK and Sanofi’s vaccine candidate uses the same recombinant protein-based technology as one of Sanofi’s seasonal influenza vaccines. It will be coupled with an adjuvant, a substance that acts as a booster to the shot, made by GSK.
“Over the past few weeks, our teams have worked to refine the antigen formulation of our recombinant-protein vaccine,” Thomas Triomphe, executive vice president and head of Sanofi Pasteur, said in a statement.
The new mid-stage trial will evaluate the safety, tolerability and immune response of the vaccine in 720 healthy adults across the United States, Honduras and Panama and test two injections given 21 days apart.
Sanofi and GSK have secured deals to supply their vaccine to the European Union, Britain, Canada and the United States. It also plans to provide shots to the World Health Organization’s COVAX programme.
To appease critics after the delay, Sanofi said earlier this year it had agreed to fill and pack millions of doses of the Pfizer/BioNTech vaccine from July.
Sanofi is also working with Translate Bio on another COVID-19 vaccine candidate based on mRNA technology.
(Reporting by Pushkala Aripaka in Bengaluru and Matthias Blamont in Paris; editing by Jason Neely and Barbara Lewis)
Don’t ignore “lockdown fatigue”, UK watchdog tells finance bosses
By Huw Jones
LONDON (Reuters) – Staff at financial firms in Britain are suffering from “lockdown fatigue” and their bosses are not always making sure all employees can speak up freely about their problems, the Financial Conduct Authority said on Monday.
Many staff at financial companies have been working from home since Britain went into its first lockdown in March last year to fight the COVID-19 pandemic.
One year on, the challenges have evolved from adapting to working remotely to dealing with mental health issues, said David Blunt, the FCA’s head of conduct specialists.
“During this third lockdown, there has been a greater impact on mental well-being, with many people struggling with job security, caring responsibilities, home schooling, bereavements and lockdown fatigue.”
Bosses should continually revisit how they lead remote teams, he said.
“The impact of COVID-19 is creating a huge workload for those considered to be high performers, while the remote environment potentially makes it much more challenging for those who were previously considered low performers to change that perception,” Blunt told a City & Financial online event.
Companies should consider “psychological safety” or ensuring that all employees feel confident about speaking out and challenging opinions.
“We’ve heard varying reports of how successful this has been,” Blunt said.
Pressures in the financial sector were highlighted this month when accountants KPMG said its UK chairman Bill Michael had stepped aside during a probe into comments he made to staff.
The Financial Times said Michael, who later apologised for his comments, had told staff to “stop moaning” about the impact of the pandemic on their work lives.
Blunt was speaking as the FCA next month completes the full rollout of rules that force senior managers at financial firms to be personally accountable for their decisions to improve conduct standards.
There have only been a “modest” number of breaches reported to regulators so far as firms worry about being “tainted” but more cases will become public as sanctions are revealed, Blunt said.
“Regulators won’t be impressed by lowballing the figures.”
(Reporting by Huw Jones; Editing by Mark Heinrich)
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