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Tag: stock offering

Dominion Energy shareholders receive mini-tender offer

Dominion Energy is urging its shareholders to reject a “mini-tender” offer from TRC Capital Investment, the Richmond-based Fortune 500 utility announced Monday.

Toronto-based investment firm TRC Capital offered to purchase up to 2 million shares of Dominion Energy’s common stock for $44 per share in cash, approximately 4.47% below the closing price of Dominion common stock on Sept. 26, which was the last trading day before the unsolicited offer.

Mini-tenders are offers for less than 5% of a company’s outstanding shares. Because these offers are below the 5% threshold, Securities and Exchange Commission tender offer regulations do not apply.

According to the SEC, “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price. Others make mini-tender offers at a premium – betting that the market price will rise before the offer closes and then extending the offer until it does or improperly canceling if it doesn’t.”

This is not TRC Capital’s first mini-tender offer to Dominion. In January 2016, the firm offered to purchase up to 2 million shares at $66.50 per share in cash, approximately 4.19% below the closing price of the trading day before the offer. Dominion also recommended shareholders reject that offer.

TRC Capital’s offer currently closes at 12:01 a.m. EST on Oct. 27, but the company can extend it if it chooses. Shareholders who tendered their shares can withdraw them before the offer expires through written notice.

TRC Capital made a slate of mini-tender offers, including an offer for up to 1 million Moderna common stock shares, in early September, according to TRC news releases. The firm offered $107.56 per share, approximately 4.44% lower than the closing price of common stock in Moderna, the Cambridge, Massachusetts-based maker of a COVID-19 vaccine, on Sept. 1, the last trading day before the offer. On Sept. 29, the firm decreased its offer price to $99 per share.

On Aug. 2, TRC Capital made a mini-tender offer to buy up to 3 million shares of Verizon Communications common stock at $31.95 per share, about 4.4% below the closing price of the stock on Aug. 1.

In May, TRC Capital terminated its offer to buy up to 1 million shares of Canadian fertilizer company Nutrien and returned tendered shares to their holders. Conditions in its offer, made April 5, were not met, according to a news release, including the market price it stipulated shares needed to hit during the offer period.

Ferguson parent company moves primary listing to NYSE

The U.K.-based parent company of Newport News plumbing, HVAC and industrial product distributor Ferguson Enterprises LLC has transferred its primary stock listing from the London Stock Exchange to the New York Stock Exchange, Ferguson PLC announced Thursday.

“We are excited to achieve this key milestone as our listing structure is now fully aligned with our operations and location of our team,” Ferguson Enterprises CEO Kevin Murphy said in a statement.

As of 2:54 p.m. Friday, shares were trading for $121.71 on the NYSE.

Ferguson’s shares remain eligible for the Main Market of the London Stock Exchange as a standard listing segment issuer.

The plan has been in the works a while. On March 8, 2021, Ferguson PLC listed additional ordinary shares on the NYSE as its first step in the transition. On March 10, shareholders passed a special resolution to transfer the company’s listing category on the London exchange from premium to standard.

“With 100% of our operations today in North America, we now have the right listing structure for Ferguson as it continues to grow,” Ferguson PLC Chairman Geoff Drabble said in a statement. “On behalf of the board, I’d like to thank our associates, customers and investors for their support, and we look forward to the significant opportunities ahead.”

Ferguson PLC changed its name from Wolseley PLC in 2017 to reflect its largest subsidiary, Ferguson Enterprises LLC. In January 2021, the parent company sold its United Kingdom-based plumbing and heating distribution business, Wolseley, to private investment firm Clayton, Dubilier & Rice LLC for net cash consideration of approximately $420 million.

Founded in 1953, Ferguson Enterprises has 1,679 branches across the U.S. and Canada and employs 31,000. The company has 34,000 suppliers manufacturing products across North America. Ferguson reported $21 billion in 2021 U.S. revenue and $22.79 billion in its total 2021 revenue.

Alpine-X opens crowdfunding campaign to public investors

Alpine-X LLC, a McLean-based indoor snow sports company, announced a crowdfunding campaign to open the stock to public investors.

The offering — started on crowdfunding site Republic — allows accredited and non-accredited investors to own a piece of the McLean-based company that is planning a national chain of indoor ski resorts. So far, more than 100 people — known as “snow moguls” — have signed up as investors, CEO John Emery said Wednesday afternoon, and the company has raised more than $170,000.

According to the fundraising page, the company is valued at $40 million, and its funding goal is up to $5 million, with a maximum investment per investor of $500,000. The deadline to sign up is Jan. 15, 2022.

In May, Alpine-X released details of Fairfax Peak, a $200 million indoor ski resort proposed to be built on parts of the I-95 Landfill Complex in Lorton. The 450,000-square-foot indoor snow sports facility will have a 1,700-foot ski slope and 100-plus room luxury hotel and is expected to open in 2025. Emery and Chief Financial Officer Jim Calder were previously the CEO and CFO of Great Wolf Resorts Inc.

Over the past two weeks, Alpine-X has held two community events — one in person, one on Zoom — drawing more than 450 people, Emery said. The project is still going through the zoning and approvals process with Fairfax County officials.

“The level of interest in the community is well beyond our expectation this early in the process,” Emery said. The response to the stock offering, or crowdfunding, has been good, he added. “It’s a chance for people to have an investment in something local.”

The company plans to use net proceeds from the stock offering to fund early development costs of the first resort and plans for new markets around North America.

Emery said the next two or three proposed sites across the U.S. and Canada are in the works, but did not specify where they are yet. He said each location will roll out 12-18 months after the one before it opens.

Investors will be offered perks to the resorts, such as discounts on merchandise and lift tickets, early access to events, meetings with the founders and limited-edition apparel.