INNOVATE in Refinancing Transactions

Cleary Gottlieb is representing INNOVATE Corp. (INNOVATE) in debt refinancing transactions that will extend the company’s current maturities.

The transactions include:

• an exchange offer and consent solicitation with respect to the company’s senior secured notes, 
• privately negotiated exchanges of certain of the company’s convertible senior notes, 
• agreements in principle to extend the company’s revolving credit agreement, and
• agreements in principle to amend and extend certain other indebtedness of the company and its subsidiaries.

Exchange Offer and Consent Solicitation of Senior Secured Notes

On July 16, 2025, INNOVATE launched an exchange offer and consent solicitation to eligible holders of its $330 million 8.5% senior secured notes due 2026. The offer provides for the exchange of the existing senior secured notes for new senior secured notes that will, among other differences, have a later maturity than the existing senior secured notes. The offer also provides for amendment of the indenture governing existing senior secured notes that remain outstanding following the exchange. 

INNOVATE currently expects that early settlement of the offer will occur on August 4, 2025 and final settlement of the offer will occur on August 15, 2025, in each case subject to all conditions to the offer having been satisfied or waived and to extension at the company’s option.

Convertible Notes Exchanges

On July 16, 2025, INNOVATE also entered into privately negotiated exchange agreements with the holders of $51.1 aggregate principal amount of its existing 7.5% convertible senior notes due 2026. The agreements provide for the exchange of those existing convertible notes for new convertible notes that will, among other differences, have a later maturity than the existing convertible notes. They also provide for amendment of the indenture governing existing convertible notes that remain outstanding following the exchange. 

Concurrent Transactions

Cleary Gottlieb is also representing INNOVATE in concurrent transactions to amend and extend certain other indebtedness of the company and its subsidiaries.

The exchange offer and consent solicitation of senior secured notes and the private exchanges of convertible notes are conditioned upon, and are expected to close concurrently with, each other and these concurrent transactions.