Offer to Purchase
OFFER EXPIRED // PRELIMINARY RESULTS
Special Opportunities Fund, Inc.
| Company Name | Special Opportunities Fund, Inc. |
| Issue Name | Common Stock |
| Issue Ticker Symbol | SPE |
| Listing Market | NYSE |
| Issue CUSIP | 84741T104 |
| Post | 8 |
| Panel | T |
| Terms | Cash |
| Terms Summary | Up to 1,250,000 of its outstanding Shares for cash at a price per share equal to 97% of the per Share net asset value as of the close of regular trading on the New York Stock Exchange on April 1, 2022, or if the Offer is extended, on the date to which the Offer is extended |
| Quantity | Partial |
| Partial Quantity | 1,250,000 |
| Expiration Date | April 1, 2022 |
| Expiration Time | 5:00 p.m. EST (Eastern Standard Time) |
| Withdrawal Date | April 1, 2022 |
| Guaranteed Delivery Period | No Guaranteed Delivery Provision |
| Transfer / Depositary Agent | American Stock Transfer & Trust Company, LLC |
| Information Agent | U.S. Bank Global Fund Services |
PRELIMINARY RESULTS
Based on information provided by American Stock Transfer & Trust Co., the depository for the Offer, a total of 7,549,920 common shares or approximately 59.39% of the Fund’s outstanding common shares were validly tendered. As the total number of common shares tendered exceeds 1.25 million common shares, approximately 16.56% of the shares tendered by each tendering shareholder were accepted for payment at a price of $15.69 per share (97% of the NAV per common share of $16.18).
Merger
The Merger is anticipated to become effective before the open tomorrow, April 5, 2022.
SPX FLOW, Inc.
| Company Name | SPX FLOW, Inc. |
| Issue Name | Common Stock |
| Issue Ticker Symbol | FLOW |
| Listing Market | NYSE |
| Issue CUSIP | 78469X107 |
| Post | 8 |
| Panel | Q |
| Purchaser / Offeror | LSF11 Redwood Acquisitions, LLC, a wholly owned subsidiary of LSF11 Redwood Acquisitions, LLC, an investment vehicle formed by Lone Star Fund XI, L.P. |
| Terms | Cash |
| Terms Summary | USD 86.50 in cash, without interest and less any applicable withholding taxes, for each SPX FLOW, Inc. Common Stock held. |
| Company Name | SPX FLOW, Inc. |
| Issue Name | Common Stock |
| Issue Ticker Symbol | FLOW |
| Listing Market | NYSE |
| Issue CUSIP | 78469X107 |
| Post | 8 |
| Panel | Q |
| Subject To | Subject to effectiveness of the Merger |
| Suspension Date | April 5, 2022 Pending before the Open |
| Trading Schedule | Trading to be suspended on April 5, 2022 Pending before the Open |
| Meeting Of Shareholders | March 3, 2022 |
| Reference | Proxy Statement dated February 1, 2022 |
Spin-Off
The Certificate of Amendment for the Name Change and Reverse Split will automatically become effective after the Close today, April 4, 2022.
Colfax Corporation, ESAB Corporation, ESAB Corporation, Enovis Corporation
| Parent Company Name | Colfax Corporation |
| Parent Issue Name | Common Stock |
| Parent Issue Ticker Symbol | CFX |
| Parent Listing Market | NYSE |
| Parent Issue CUSIP | 194014106 |
| Parent Post | 8 |
| Parent Panel | A |
| SpinCo Company Name | ESAB Corporation |
| SpinCo Issue Name | Common Stock |
| SpinCo Issue Ticker Symbol | ESAB |
| SpinCo Listing Market | NYSE |
| SpinCo Issue CUSIP | 29605J106 |
| Ex Date | April 5, 2022 |
| Record Date | March 22, 2022 |
| Pay Date | April 4, 2022 |
| Distribution Summary | 0.3333333333333333 share(s) of ESAB Corporation Common Stock for each share of Colfax Corporation Common Stock held. |
| Due-Bills | |
| First Day Of Due-Bills On | March 21, 2022 |
| Last Day Of Due-Bills On | April 4, 2022 |
| Due-Bills Off | April 5, 2022 |
| Due Bills Redemption Beginning On | April 6, 2022 |
| Company Name | Enovis Corporation |
| Issue Name | Common Stock |
| Issue Ticker Symbol | ENOV WI |
| Listing Market | NYSE |
| Issue CUSIP | 194014502 |
| First "Ex-Distribution" Trading Date | March 21, 2022 |
| Last "Ex-Distribution" Trading Date | April 4, 2022 |
| Settlement Date | April 7, 2022 |
| Trading Schedule | Issue to be trading in two markets, "Regular Way" and "Ex-Distribution" markets beginning on March 21, 2022 |
| Note | NOTE: This "Ex-Distribution" market of Enovis Corporation ("ENOV WI") will also be reflecting the post 1-for-3 Reverse Stock Split, and Name, Symbol & CUSIP Change from Colfax Corporation ("CFX") Trades made in the "Ex-Distribution" market do not carry the right to receive the distribution. Trades made in the "Regular Way" market entitle purchasers to receive the distribution. Member organizations are reminded that all "Ex-Distribution" trades are on the basis of "when", "as", and "if" distributed, and the Exchange reserves the right to cancel such trades or terminate "Ex-Distribution" trading where required or indicated by a change in circumstances. |
| Company Name | ESAB Corporation |
| Issue Name | Common Stock |
| Issue Ticker Symbol | ESAB WI |
| Listing Market | NYSE |
| Issue CUSIP | 29605J106 |
| Post | 8 |
| Panel | B |
| First "When-Issued" Market Trading Date | March 21, 2022 |
| Last "When-Issued" Market Trading Date | April 4, 2022 |
| Settlement Date | April 7, 2022 |
| Note | Member organizations trading in the "When-Issued" market should submit trade comparison input to NSCC by using the regular issue CUSIP plus the "When-Issued" indicator [100]. Member organizations are reminded that all "When-Issued" trades are on the basis of "when", "as", and "if" issued, and the Exchange reserves the right to cancel such trades or terminate "When-Issued" trading where required or indicated by a change in circumstances. |
| Trading Schedule | To be admitted to trading in a "When-Issued" market on March 21, 2022. |
| Company Name | Enovis Corporation |
| Issue Name | Common Stock |
| Issue Ticker Symbol | ENOV WI |
| Listing Market | NYSE |
| Issue CUSIP | 194014502 |
| "Ex-Distribution" Market Suspension Date | April 5, 2022 |
| Trading Schedule | "Ex-Distribution" Market Trading to be suspended on April 5, 2022. Trading will continue "Regular-Way" at a new price. |
| Company Name | ESAB Corporation |
| Issue Name | Common Stock |
| Issue Ticker Symbol | ESAB WI |
| Listing Market | NYSE |
| Issue CUSIP | 29605J106 |
| Post | 8 |
| Panel | B |
| First "Regular-Way" Market Trading Date | April 5, 2022 |
| Trading Schedule | The Symbol Suffix "WI" representing the "When-Issued" market will be removed. Trading in the "Regular-Way" market under Symbol "ESAB" to begin at the market open on April 5, 2022. |
| Company Name | Colfax Corporation |
| Issue Name | Common Stock |
| Issue Ticker Symbol | CFX |
| Listing Market | NYSE |
| Issue CUSIP | 194014106 |
| Post | 8 |
| Panel | A |
| New Issuer Name | Enovis Corporation |
| New Issue Symbol | ENOV |
| New Issue CUSIP | 194014502 |
| Trading Schedule | Trading on a 1-for-3 reverse split-adjusted basis under the New Name, Symbol & CUSIP to begin at the market open on April 5, 2022. |
New Listed Bond
Lloyds Banking Group plc
| Company Name | Lloyds Banking Group plc |
| Issue Name | 1.985% Fixed Rate Reset Subordinated Debt Securities due 2031 |
| Issue Ticker Symbol | LYG 31 |
| Listing Market | NYSE |
| Issue CUSIP | G55365GF4 |
| Listing Date | April 5, 2022 |
| Principal Amount | GBP 500,000,000 |
| Maturity Date | December 15, 2031 |
| Interest Rate (Coupon) | See Below |
| Interest Pay Period | Semi-Annually |
| Denominations | GBP 100,000 and integral multiples of GBP 1,000 in excess thereof. |
| Lead Underwriters | Lloyds Bank Corporate Markets |
| Prospectus Supplement / Prospectus Date | June 7, 2021 |
| Note | To be admitted to the list and to trading on April 5, 2022 as a Listed Bond. "Listed Bond" refers to debt securities which have been the subject of a listing application filed with the Exchange by the issuer, the approval and continued listing of which is conditioned upon meeting specified criteria. |
Interest will accrue on the Subordinated Notes from (and including) the date of issuance to (but excluding) December 15, 2026 (the “Reset Date”), at a rate of 1.985% per annum, and from (and including) the Reset Date to (but excluding) maturity (the “Reset Period”), at a rate per annum calculated by the Calculation Agent on the Reset Determination Date as being equal to the sum of the Reset Reference Rate (expressed as a rate per annum) and 1.600% (the “Margin”), such sum being converted to a semi-annual rate in accordance with market convention (rounded to three decimal places, with 0.0005 rounded down).
Interest will be payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2021 to (and including) maturity.
Reverse Stock Split
The Certificate of Amendment will automatically become effective after the close today, April 4, 2022.
MFA Financial, Inc.
| Company Name | MFA Financial, Inc. |
| Issue Name | Common Stock |
| Issue Ticker Symbol | MFA |
| Listing Market | NYSE |
| Issue CUSIP | 55272X102 |
| Post | 6 |
| Panel | E |
| Reverse Split Ratio | 1 for 4 |
| New Issue CUSIP | 55272X607 |
| Trading Schedule | Trading under the New CUSIP to begin at the market open on April 5, 2022 following a 1 for 4 reverse stock split. |
New Listed Bond
HSBC Holdings plc
| Company Name | HSBC Holdings plc |
| Issue Name | 4.762% Fixed Rate/Floating Rate Subordinated Unsecured Notes due 2033 |
| Issue Ticker Symbol | HSBC 33 |
| Listing Market | NYSE |
| Issue CUSIP | 404280DC0 |
| Listing Date | April 5, 2022 |
| Principal Amount | USD 2,000,000,000 |
| Maturity Date | March 29, 2033 |
| Interest Rate (Coupon) | 4.762% |
| Interest Pay Period | See Below |
| Denominations | USD 200,000 and integral multiples of USD 1,000 in excess thereof. |
| Lead Underwriters | HSBC |
| Prospectus Supplement / Prospectus Date | March 22, 2022 |
| Note | To be admitted to the list and to trading on April 5, 2022 as a Listed Bond. "Listed Bond" refers to debt securities which have been the subject of a listing application filed with the Exchange by the issuer, the approval and continued listing of which is conditioned upon meeting specified criteria. |
From (and including) the Issue Date to (but excluding) March 29, 2032 (the “Fixed Rate Period”), interest on the Notes will be payable semi-annually in arrear on March 29 and September 29 of each year, beginning on September 29, 2022.
From (and including) March 29, 2032 to (but excluding) the Maturity Date (the “Floating Rate Period”), interest on the Notes will be payable quarterly in arrear on June 29, 2032, September 29, 2032, December 29, 2032 and March 29, 2033.
Liquidation
REMINDER
Listed Funds Trust
| Company Name | Listed Funds Trust |
| Listing Market | NYSE ARCA |
| Liquidation Effective Date | April 8, 2022 |
| Issue Name | Issue Symbol | Issue CUSIP | Cancelled |
| Roundhill Pro Sports, Media & Apparel ETF | MVP | 53656F458 | No |
| Roundhill Streaming Services & Technology ETF | SUBZ | 53656F441 | No |
| Company Name | Listed Funds Trust |
| Listing Market | NYSE ARCA |
| Suspension Date | April 7, 2022 Effective before the Open |
| Trading Schedule | Trading to be suspended on April 7, 2022 Effective before the Open |
| Issue Name | Issue Ticker Symbol | Issue CUSIP | Cancelled |
| Roundhill Pro Sports, Media & Apparel ETF | MVP | 53656F458 | No |
| Roundhill Streaming Services & Technology ETF | SUBZ | 53656F441 | No |
Reverse Stock Split
Bank of Montreal
| Company Name | Bank of Montreal |
| Issue Name | MicroSectors U.S. Big Oil Index -3X Inverse Leveraged ETNs due March 25, 2039 |
| Issue Ticker Symbol | NRGD |
| Listing Market | NYSE ARCA |
| Issue CUSIP | 063679633 |
| Reverse Split Ratio | 1 for 50 |
| New Issue CUSIP | 06367V303 |
| Trading Schedule | Trading under the New CUSIP to begin at the market open on April 11, 2022 following a 1 for 50 reverse stock split. |
Liquidation
ETF Series Solutions
| Company Name | ETF Series Solutions |
| Issue Name | Defiance Next Gen Big Data ETF |
| Issue Ticker Symbol | BIGY |
| Listing Market | NYSE ARCA |
| Issue CUSIP | 26922B881 |
| Liquidation Effective Date | April 29, 2022 |
| Company Name | ETF Series Solutions |
| Issue Name | Defiance Next Gen Big Data ETF |
| Issue Ticker Symbol | BIGY |
| Listing Market | NYSE ARCA |
| Issue CUSIP | 26922B881 |
| Suspension Date | April 29, 2022 Effective before the Open |
| Trading Schedule | Trading to be suspended on April 29, 2022 Effective before the Open |