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BERWYN, Pa. , Nov. 26, 2024 /PRNewswire/ -- Envestnet, Inc. (the " Company "), yesterday announced that, pursuant to that certain Agreement and Plan of Merger, dated as of July 11, 2024 , by and among the Company, BCPE Pequod Buyer, Inc. (" Parent "), a Delaware corporation, and BCPE Pequod Merger Sub, Inc. (" Merger Sub "), a Delaware corporation and a wholly owned subsidiary of Parent (the "Merger Agreement"), Merger Sub merged with and into the Company (the " Merger "), with the Company continuing as the surviving corporation. At the effective time of the Merger, each share of common stock, par value $0.005 per share, of the Company (the " Common Shares ") (other than any Common Shares (i) owned by Parent (or any of its affiliates), Merger Sub or the Company or any direct or indirect wholly owned subsidiaries of Parent (or any of its affiliates), Merger Sub or the Company, (ii) that are Rollover Shares (as defined in the Merger Agreement), (iii) held in treasury of the Company, and (iv) as to which appraisal rights have been properly exercised in accordance with Delaware law) was automatically cancelled, extinguished and converted into the right to receive $63.15 in cash per one Common Share. As a result, a Share Exchange Event and a Make-Whole Fundamental Change occurred under each of the Indenture, dated as of August 20, 2020 , among the Company, the guarantor party thereto and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the " Trustee "), which governs the Company's 0.75% Convertible Notes due 2025 (the " 2025 Notes ") (such indenture, the " 2025 Indenture ") and the Indenture, dated of November 17, 2022 , among the Company, the guarantor party thereto and the Trustee, which governs the Company's 2.625% Convertible Notes due 2027 (the " 2027 Notes ", and together with the 2025 Notes, collectively and individually, the " Notes ") (such indenture, the " 2027 Indenture ", and together with the 2025 Indenture, collectively, the " Indentures ", and each, an " Indenture ", as applicable), triggering the adjustments to the conversion rights as described below. The effective date of the Share Exchange Event and Make-Whole Fundamental Change was November 25, 2024 (the " Effective Date "). Capitalized terms used and not defined herein have the meanings ascribed to them in the applicable Indenture. The Company announced that, pursuant to the terms of the respective Indenture, in connection with the consummation of the Merger which constitutes a Share Exchange Event under each Indenture, the Company and the Trustee entered into supplemental indentures to each Indenture providing that, following the effective date of the Merger, the right to convert each $1,000 principal amount of Notes into shares of common stock of the Company at the then applicable conversion rate shall be changed into a right to convert such principal amount of Notes solely into a number of units of Reference Property in an aggregate amount equal to the applicable conversion rate in effect on the conversion date (as may be increased by any Additional Shares), multiplied by $63.15 , the price paid per share of Common Stock in the Merger. Because the Merger constituted a Make-Whole Fundamental Change, the Notes are convertible, at the option of the Holder, at any time from the Effective Date until 5:00 p.m. , New York City time, on the business day immediately preceding the Fundamental Change Purchase Date to be determined by the Company and separately announced to the Holders in accordance with the terms of the Indentures as a result of the Merger (the " Conversion Period "). Also because the Merger constituted a Make-Whole Fundamental Change, the conversion rate for the 2027 Notes will be temporarily increased during the Conversion Period. Such conversion rate per $1,000 principal amount of the 2027 Notes increased by 3.2973 units of Reference Property from 13.6304 units of Reference Property to 16.9277 units of Reference Property. The Company's conversion obligation with respect to Notes that are converted prior to the end of the Conversion Period will be fixed at an amount in cash equal to $591.602 per $1,000 principal amount of the 2025 Notes validly surrendered for conversion, and $1,068.984 per $1,000 principal amount of the 2027 Notes validly surrendered for conversion. The right of the Holders to convert their Notes is separate from the right, at the Holder's option, to submit their Notes for purchase upon a Fundamental Change. If a Holder submits a Fundamental Change Purchase Notice, such Holder may not surrender such Notes for conversion unless the Holder validly withdraws such Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time. Holders should review the applicable Indenture carefully and should consult with their own financial and tax advisors. None of the Company, Merger Sub, Parent or any of their respective affiliates, or any of its or their respective boards of directors, employees, advisors or representatives or U.S. Bank Trust Company, National Association, in its capacity as trustee, paying agent or conversion agent with respect to the Notes, is making any representation or recommendation to any Holder as to whether or not to surrender or convert that Holder's Notes. The Trustee, Paying Agent and Conversion Agent is: U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Corporate Actions 111 Fillmore Avenue St. Paul, MN 55107-1402 Telephone: (800) 934-6802 Email: cts.specfinance@usbank.com Any questions or requests for assistance in connection with the conversion of the Notes may be directed to U.S. Bank Trust Company, National Association, in accordance with the contact information listed above, or the Company. About Envestnet Envestnet is helping to lead the growth of wealth managers and transforming the way financial advice is delivered through its ecosystem of connected technology, advanced insights, and comprehensive solutions – backed by industry-leading service and support. Serving the wealth management industry for 25 years with more than $6.5 trillion in platform assets—more than 111,000 advisors, 17 of the 20 largest U.S. banks, 48 of the 50 largest wealth management and brokerage firms, more than 500 of the largest RIAs -- thousands of companies, depend on Envestnet technology and services to help drive business growth and productivity, and better outcomes for their clients. Data as of 9/30/24. View original content to download multimedia: https://www.prnewswire.com/news-releases/envestnet-inc-announces-make-whole-fundamental-change-and-supplemental-indentures-under-its-0-75-convertible-notes-due-2025-and-2-625-convertible-notes-due-2027--302317032.html SOURCE Envestnet, Inc.CANCUN, Mexico (AP) — Brayon Freeman had 26 points in Bethune-Cookman's 79-67 victory over North Dakota on Tuesday night. Freeman added three steals for the Wildcats (2-4). Tre Thomas added 17 points while shooting 4 for 12 (4 for 5 from 3-point range) and 5 of 6 from the free-throw line while he also had six rebounds. Daniel Rouzan went 5 of 10 from the field to finish with 10 points. The Fightin' Hawks (3-3) were led in scoring by Treysen Eaglestaff, who finished with 20 points. Mier Panoam added 19 points for North Dakota. The Associated Press created this story using technology provided by Data Skrive and data from Sportradar .
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SAN DIEGO , Nov. 26, 2024 /PRNewswire/ -- Robbins LLP informs investors that a class action was filed on behalf of persons and entities who purchased or otherwise acquired Match Group, Inc. (NASDAQ: MTCH) securities between May 2, 2023 and November 6, 2024 . Match Group, through its portfolio companies, is a leading provider of digital technologies designed to help people make meaningful connections. For more information, submit a form , email attorney Aaron Dumas, Jr. , or give us a call at (800) 350-6003. The Allegations: Robbins LLP is Investigating Allegations that Match Group, Inc. (MTCH) Misled Investors Regarding its Business Prospects According to the complaint, on November 6, 2024 , Match Group published its Q3 2024 shareholder letter, disclosing that Tinder's monthly active user count was down 9% in Q3, which was the same rate of decline as in Q2, falling short of expectations for continued improvement. Further, Match Group's revenue per payer grew less than expected and some new features tested with Tinder users in the quarter negatively impacted subscription revenue, which the company said will likely also have an impact on fourth quarter revenue. Plaintiff alleges that Match Group materially understated the challenges affecting Tinder and, as a result, understated the risk that Tinder's monthly active user count would not recover by the time the Company reported its financial results for the third quarter of 2024. On this news, the price of Match stock fell by $6.77 per share, or 17.8%, to close at $31.11 per share on November 7, 2024 . What Now : You may be eligible to participate in the class action against Match Group, Inc. Shareholders who want to serve as lead plaintiff for the class must submit their application to the court by January 24, 2025 . A lead plaintiff is a representative party who acts on behalf of other class members in directing the litigation. You do not have to participate in the case to be eligible for a recovery. If you choose to take no action, you can remain an absent class member. For more information, click here . All representation is on a contingency fee basis. Shareholders pay no fees or expenses. About Robbins LLP : Some law firms issuing releases about this matter do not actually litigate securities class actions; Robbins LLP does. A recognized leader in shareholder rights litigation, the attorneys and staff of Robbins LLP have been dedicated to helping shareholders recover losses, improve corporate governance structures, and hold company executives accountable for their wrongdoing since 2002. Since our inception, we have obtained over $1 billion for shareholders. To be notified if a class action against Match Group, Inc. settles or to receive free alerts when corporate executives engage in wrongdoing, sign up for Stock Watch today. Attorney Advertising. Past results do not guarantee a similar outcome. View original content to download multimedia: https://www.prnewswire.com/news-releases/shareholder-notice-robbins-llp-informs-stockholders-of-the-class-action-against-match-group-inc-302317038.html SOURCE Robbins LLP
OTTAWA — Two senior members of the federal cabinet were in Florida Friday pushing Canada's new border plan with Donald Trump's transition team, a day after Trudeau himself appeared to finally push back at the president-elect over his social media posts about turning Canada into the 51st state. Both Trudeau and former Bank of Canada governor Mark Carney, who Trudeau has been courting to become Canada's next finance minister, shared posts on X Thursday, a day after Trump's latest jab at Canada in his Christmas Day message. It isn't clear if Finance Minister Dominic LeBlanc, who has repeatedly insisted Trump's 51st state references are a joke, will raise the issue with Trump's team when he and Foreign Affairs Minister Mélanie Joly meet with them in Palm Beach. The two are there to discuss Canada's new $1.3 billion border plan with just under four weeks left before Trump is sworn in again as president. He has threatened to impose a new 25 per cent import tariff on Canada and Mexico the same day over concerns about a trade imbalance, as well as illegal drugs and migration issues at the borders. The broad strokes of Canada's plan were made public Dec. 17, including a new aerial intelligence task force to provide round-the-clock surveillance of the border, and improved efforts using technology and canine teams to seek out drugs in shipments leaving Canada LeBlanc's spokesman, Jean-Sébastien Comeau, said the ministers will also emphasize the negative impacts of Trump's threatened tariffs on both Canada and the U.S. Comeau said the ministers will build on the discussions that took place last month when Trudeau and LeBlanc met Trump at Mar-a-Lago just days after Trump first made his tariff threat. It was at that dinner on Nov. 29 when Trump first raised the notion of Canada becoming the 51st state, a comment LeBlanc has repeatedly since insisted was just a joke. But Trump has continued the quip repeatedly in various social media posts, including in his Christmas Day message when he said Canadians would pay lower taxes and have better military protection if they became Americans. He has taken to calling Trudeau "governor" instead of prime minister. Trudeau had not directly responded to any of the jabs, but on Thursday posted a link to a six-minute long video on YouTube from 2010 in which American journalist Tom Brokaw "explains Canada to Americans." The video, which originally aired during the 2010 Vancouver Olympics, explains similarities between the two countries, including their founding based on immigration, their trading relationship and the actions of the Canadian Army in World War 2 and other modern conflicts. "In the long history of sovereign neighbours there has never been a relationship as close, productive and peaceful as the U.S. and Canada," Brokaw says in the video. Trudeau did not expand about why he posted a link to the video, posting it only with the words "some information about Canada for Americans." Carney, who is at the centre of some of Trudeau's recent domestic political troubles, also called out Trump's antics on X Thursday, calling it "casual disrespect" and "carrying the 'joke' too far." "Time to call it out, stand up for Canada, and build a true North American partnership," said Carney, who Trudeau was courting to join his cabinet before Chrystia Freeland resigned as finance minister last week. Freeland's sudden departure, three days after Trudeau informed her he would be firing her as finance minister in favour of Carney, left Trudeau's leadership even more bruised than it already was. Despite the expectation Carney would assume the role, he did not and has not made any statements about it. LeBlanc was sworn in as finance minister instead the same day Freeland quit. More than two dozen Liberal MPs have publicly called on Trudeau to resign as leader, and Trudeau is said to be taking the holidays to think about his next steps. He is currently vacationing in British Columbia. This report by The Canadian Press was first published Dec. 27, 2024. Alessia Passafiume, The Canadian Press