INNOVATE Closes Indebtedness Refinancing Transactions
NEW YORK, Aug. 04, 2025 (GLOBE NEWSWIRE) -- INNOVATE Corp. (NYSE:VATE) ("INNOVATE" or the "Company") today announced that it has closed a series of previously announced indebtedness refinancing transactions that will, among other things, exchange or amend existing instruments representing 81.7% of the total outstanding principal amount of the Company's debt as of June 30, 2025 for instruments with longer maturities.
The refinancing transactions include (i) the initial closing of an exchange offer and consent solicitation with respect to the Company's senior secured notes, (ii) privately negotiated exchanges of certain of the Company's convertible senior notes, (iii) amendment and extension of the Company's 2020 Revolving Credit Agreement (as defined below), (iv) amendment and extension of the Company's Continental General Insurance Company ("CGIC") note, as well as the exchange of a portion of the Company's preferred stock held by CGIC in exchange for increasing the principal amount of that note, (v) amendment and extension of the Spectrum Notes (as defined below) and (vi) amendment and extension of the R2 Technologies Note (as defined below).
New Senior Secured Notes
On August 4, 2025 (the "Closing Date"), the Company held an initial closing in respect of its previously announced exchange offer and consent solicitation (the "Exchange Offer") to eligible holders of its 8.500% Senior Secured Notes due 2026 (the "Existing Senior Secured Notes") to exchange such Existing Senior Secured Notes for newly issued 10.500% Senior Secured Notes due 2027 (the "New Senior Secured Notes"). The Company, the guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the "New Senior Secured Notes Trustee") and collateral trustee, entered into an indenture (the "New Senior Secured Notes Indenture") governing the New Senior Secured Notes and the Company issued approximately $360.3 million aggregate principal amount of New Senior Secured Notes as consideration for the exchange of approximately $328.1 million aggregate principal amount of the Existing Senior Secured Notes (inclusive of $52.50 principal amount of New Senior Secured Notes per $1,000 principal amount of Existing Senior Secured Notes exchanged, paid to exchanging holders in lieu of the interest payment in respect of the Existing Senior Secured Notes that was due on August 1, 2025).
The Company intends to make the interest payment that was initially due on August 1, 2025, in respect of any Existing Senior Secured Notes that remain outstanding following the final settlement of the Exchange Offer on August 29, 2025. Following the initial settlement of the Exchange Offer, approximately $1.9 million aggregate principal amount of Existing Senior Secured Notes remain outstanding.
The expiration deadline for the Exchange Offer is midnight (end of day), New York City time, on August 13, 2025, unless extended by the Company. The Company currently expects that the final settlement of the Exchange Offer will occur on August 15, 2025, subject to all conditions to the Exchange Offer having been satisfied or waived by the Company.
Existing Senior Secured Notes
Also on the Closing Date, the Company and U.S. Bank Trust Company, National Association, as trustee (the "Existing Senior Secured Notes Trustee"), entered into a first supplemental indenture (the "Existing Senior Secured Notes Supplemental Indenture") to the indenture, dated as of February 1, 2021, by and among the Company, the guarantors party thereto from time to time and the Existing Senior Secured Notes Trustee, governing the Existing Senior Secured Notes (the "Existing Senior Secured Notes Indenture"). The Existing Senior Secured Notes Supplemental Indenture amended the Existing Senior Secured Notes Indenture and the Existing Senior Secured Notes to effectuate certain proposed amendments with respect to the Existing Senior Secured Notes pursuant to the previously announced solicitation of consents, which amendments included eliminating substantially all of the restrictive covenants, eliminating certain events of default, modifying covenants regarding mergers and consolidations and modifying or eliminating certain other provisions contained in the Existing Senior Secured Notes Indenture and the Existing Senior Secured Notes. In addition, the liens securing the Existing Senior Secured Notes were subordinated to the liens securing certain indebtedness, including the New Senior ...
