Concurrently with the closing of the offering, the net proceeds from the
offering, along with certain additional funds, will be deposited in a
segregated escrow account. Following the release of proceeds from escrow
upon satisfaction of the escrow conditions, Beacon expects to use the
net proceeds from the notes offering, together with the net proceeds
from its recently completed underwritten public common stock offering,
the previously announced committed convertible preferred equity
financing from an entity affiliated with the investment firm
If the Allied Acquisition is not completed, the notes will be redeemed. Upon consummation of the Allied Acquisition, the escrow issuer will be merged with and into Beacon (the "Escrow Merger"), and the notes will be guaranteed, on an unsecured senior basis, by certain of Beacon's and Allied's subsidiaries.
The notes will be offered only to qualified institutional buyers under
Rule 144A of the Securities Act of 1933, as amended (the "Securities
Act"), and to certain non-
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes. The notes offering is being made only by means of a private offering memorandum, and is not being made to any person in any jurisdiction in which such offer, sale or solicitation is unlawful.
This release contains information about management's view of Beacon's
future expectations, plans, and prospects that constitute
forward-looking statements for purposes of the safe harbor provisions
under the Private Securities Litigation Reform Act of 1995. You can
identify forward-looking statements by the fact that they do not relate
strictly to historic or current facts and often use words such as
"anticipate", "estimate", "expect", "believe", "will likely result",
"outlook", "project" and other words and expressions of similar meaning.
Actual results may differ materially from those indicated by such
forward-looking statements as a result of various important factors,
including, but not limited to, those set forth in the "Risk Factors"
section of Beacon's latest Form 10-K and subsequent
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