When issued, the notes will be senior unsecured obligations of REG, will pay interest semi-annually and will not be redeemable prior to maturity. Prior to
REG intends to use approximately
In connection with the pricing of the notes, REG expects to enter into privately-negotiated capped call transactions with respect to a portion of the shares underlying the notes with the underwriters or their affiliates (in this capacity, the “option counterparties”). These transactions are expected to reduce the potential equity dilution, and/or offset cash payments due, upon conversion of the notes in the event that the market price of REG common stock is greater than the strike price under the capped call transactions, which will initially correspond to the initial conversion price of the notes, with such reduction and/or offset subject to a cap based on the cap price under the capped call transactions. If the underwriters exercise their option to purchase additional notes, REG expects to enter into additional capped call transactions with the option counterparties.
In connection with establishing their initial hedges of the capped call transactions, the option counterparties and/or their affiliates expect to enter into various derivative transactions with respect to REG common stock concurrently with, or shortly after, the pricing of the notes. These activities could have the effect of increasing or reducing the size of any decrease in the price of the notes and/or REG common stock concurrently with or shortly after the pricing of the notes. In addition, the option counterparties and/or their affiliates may modify their hedge positions by entering into or unwinding various derivative transactions with respect to REG common stock and/or purchasing or selling REG common stock or other REG securities in secondary market transactions from time to time following the price of the notes and prior to maturity of the notes (and are likely to do so during a period following any conversion of notes and during a valuation period prior to the maturity of the notes).
The effect, including the direction or magnitude of the effect, if any, of these transactions and activities on the market price of REG common stock or the notes will depend in part on market conditions and cannot be ascertained at this time, but any of these activities could adversely affect the market price of REG common stock and/or the ability to convert the notes, the value of the notes and, to the extent the activity occurs around the time of any conversion of notes, the amount of cash, if any, and the number of and value of shares of REG common stock, if any, holders will receive upon conversion of the notes.
The notes will be issued pursuant to an effective shelf registration statement. Before investing in the offering, interested parties may read the preliminary prospectus supplement and accompanying prospectus for such offering and the other documents REG has filed with the
This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state. Any offer, if at all, will be made only by means of preliminary prospectus supplement and the accompanying prospectus forming a part of the effective registration statement.
For more than a decade, REG has been a reliable supplier of biodiesel which meets or exceeds ASTM quality specifications. REG sells REG-9000® biodiesel to distributors so Americans can have cleaner burning fuels that help diversify the energy complex and increase energy security, REG-9000® branded biodiesel is distributed in most states in the U.S.
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as amended, including statements regarding the notes offering and aggregate principal amount of the notes, the granting of the over-allotment option, the expected uses of net proceeds from the offering, and the capped call transactions and the possible effects of those transactions. 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 proposed offering and capped call transactions, conditions to the closing of the Syntroleum and Tyson Foods transactions, factors affecting REG’s business that may affect REG’s liquidity and working capital requirements, 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
Additional Information about the Syntroleum Transaction and Where to Find It
This press release is not a solicitation of an offer to buy any securities or the solicitation of a proxy from any security holder of Syntroleum Corporation. REG has filed with the
Participants in the Solicitation of Syntroleum Stockholders
Syntroleum and REG and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Syntroleum stockholders in connection with the Syntroleum transaction and the other proposed transactions described in the definitive proxy statement/prospectus referred to above. Information regarding the special interests of these directors and executive officers in the proposed transactions is included in the definitive proxy statement/prospectus referred to above.
Chief Financial Officer
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