Solicitation Letter Guidance

Monday, January 13th 2020. | Sample Templates



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frequently requested Questions (FAQs) for the community contraptions and facilities (CIF) software Solicitation (NSF 20-596) what’s the intent of the CIF solicitation?

The intent of the CIF solicitation as cited within the synopsis of the software is "to deliver the NSF-backed atmospheric sciences analysis neighborhood with access to really good instrumentation for container and laboratory-based studies." NSF would like to increase the consumer base of observational and laboratory-primarily based gadgets and facilities to include a more different container of researchers, inclusive of early-profession researchers, underrepresented minorities, and users from non-R1 institutions.

How do CIF vary from other amenities that the Directorate for Geosciences/Division of Atmospheric and Geospace Sciences (GEO/AGS) helps?

CIF are intended to be entertaining devices or amenities that deliver a research capability that isn’t otherwise frequently attainable to the scientific group. NSF will provide baseline funding to make a CIF attainable for neighborhood use, however it is otherwise maintained and managed via the primary Investigator (PI) or the host institution. The personnel required to maintain and install the CIF may still be commensurate with the funds latitude allowed by way of the CIF solicitation ($50k-$250k per 12 months).

what number of CIF awards may be made?

The predicted funding volume as stated in the solicitation is $750,000 to $three,000,000 area to the supply of funds. This works out to a number of three to fifteen awards, reckoning on the mix of award sizes and periods.

If I suggest to have my instrument/facility as a CIF, what could be required of me and my establishment?

As described in the solicitation, the CIF PI would be required to keep the instrument in a state of readiness for group use, manage/reply to group inquiries, supply charge estimates for using the CIF, and carry first-rate-managed facts to the consumer PI and to the national middle for Atmospheric research (NCAR) for archival.

What are the benefits of being an NSF CIF PI?

NSF acknowledges that associations from time to time combat to support technical group of workers and instrument renovation, as a consequence this funding could deliver help to retain gadgets/facilities working and productive. Broader use of a CIF PI’s instrument/facility might also increase the CIF PI’s profession and supply helpful journey in management actions. The scientific community of consumer PIs will advantage from the availability of additional, interesting instrumentation for experimental reviews.

what’s the anticipated every year utilization of the CIF?

There is not any set suggestions for anticipated usage. Projected CIF utilization could be particularly variable reckoning on the class of CIF. for instance, it could be applicable for an advanced far flung sensing system to be remotely deployed yearly for 1-2 months and host one or two local academic deployments, whereas a laboratory device could host a number of shorter visits all over a yr.

Do I should deliver all the personnel essential to operate the CIF for a consumer request?

This depends upon the ease of use of the CIF and user experience/practising. It is acceptable to request participation from the consumer PI crew to habits the observations, in particular for remote or continuous use. The chance for restricted or no workforce to operate the CIF would deserve to be clearly described and justified in the inspiration.

Can or should I, as a CIF PI, also be a PI on a person request for my instrument/facility?

You might also write a science suggestion to make use of your CIF, which might be field to separate NSF benefit evaluate.

consumer PIs aren’t required to contain you as a scientific PI on a request, and there should be no force utilized by the CIF PI to turn into a person PI on a science challenge that uses the CIF.

Can a consumer request come from my own institution?

sure. besides the fact that children, the intent of the software is to broaden access across the scientific group to specialized devices and analysis. A CIF that doesn’t show such effort all through the award length, can also jeopardize future funding.

Why are new devices or facilities no longer allowed during this solicitation?

The objective of the CIF solicitation is to deliver funding to enable access to present devices and facilities by using a broader base of researchers in the atmospheric sciences. NSF continues to guide huge instrument and facility building and acquisition during the major research Instrumentation (MRI) and standard science courses. As mentioned within the CIF solicitation, choice may be given to instrumentation/facilities that were received or developed below NSF funding, but here’s no longer exclusionary.

I even have an instrument or facility in the development or pre-acquisition stage. Am I eligible for the CIF solicitation?

A CIF should have a tested record of being a research pleasant instrument or facility that can be reliably used for atmospheric analysis. If a CIF has not been operational, it should be elaborate to determine the level of community activity and provide a superb estimate of the expenses and personnel vital to make the CIF practicable. in case you have a possible CIF without a major analysis track checklist, we encourage you to contact NSF early in the thought procedure to determine the eligibility of the request.

Can a CIF be a group of contraptions?

sure, if the instruments are tightly coupled and the proposed science themes require an built-in set of measurements. The CIF definition is comparable to that of the NSF MRI solicitation. The MRI solicitation states that "individual components that when combined serve as a single analysis instrument" are allowed. For the CIF, examples may doubtlessly consist of a collection of far off sensing instruments on a trailer or diverse separation/ionization gadgets for molecular/elemental analyses with mass spectrometry.

am i able to cordon off time for my own use of the CIF?

sure, within reason. if you have a CIF it truly is peculiarly applicable for learning a problem that has a definite seasonal or time-dependent use, akin to typhoon landfalls, a idea that excludes that time period from expertise exterior users would seemingly not fare neatly in the assessment system.

What happens if an NSF consumer and a 3rd-celebration consumer both request the CIF for a similar duration? Does the NSF user have precedence?

NSF is frequently going to defer to the CIF PI on matters of scheduling. there’ll always be a back and forth between the CIF PI and the person PI previous to any submission of a thought, and this discussion can also be used to attempt to work round any scheduling considerations. As mentioned in a prior FAQ, if the CIF PIs do not demonstrate large use of the CIF with the aid of the NSF-backed analysis neighborhood, then justification of the instrumentation as a community resource is greater problematic to obtain.
what’s the difference between CIF award funding and funding from user charges?

Proposals to the CIF solicitation will encompass a funds that provides for smartly-justified personnel support for managerial and technical actions, minor repairs and upgrades, and commute for outreach.

The CIF PI will define a "person can charge" in the proposal that comprises charges that might be incurred during the use of the CIF. For laboratory measurements, this could include personnel time and expendables. For container measurements, this may additionally include shuttle, lodging, delivery, and other expenses to habits the experiment. If an establishment has a well-defined recharge cost (or identical) for the instrument, that could be blanketed as a part of the user cost. The "user can charge" charges should be requested in the consumer PI science proposal as a subaward to the CIF provider.

The administration and Operations Plan area requires a breakout of projected consumer fees. How am i able to deliver an estimate devoid of understanding what type of person request i will be able to receive?

The solicitation states that user expenses can also fluctuate via each and every use case. in the idea, you should describe the styles of costs that might go right into a person can charge. It isn’t required by means of the solicitation, however an example use case funds may prove beneficial to the reviewers.

may still I attach Letters of Collaboration from abilities clients of the system to prove group pastime in my CIF?

No. Letters of Collaboration from knowledge clients are prohibited. The handiest Letters of Collaboration which are allowed are from AGS’s current decrease ambiance watching amenities (LAOF) providers. These Letters of Collaboration are especially targeted toward aircraft instrumentation where NCAR or Wyoming personnel would need to investigate the capability of the CIF to be integrated into the aircraft platform.

How an awful lot technician time can be requested on a CIF proposal?

There is no set limit to how plenty technician time will also be requested. in the solicitation, the terms "confined" and "smartly-justified" are used. it’s also cited that "the CIF award is meant to augment ongoing funding streams and not be used as the main supply of support for the CIF."

what’s intended through "minor" repairs and/or upgrades within the thought? Is there a greenback limit?

There is not any particular dollar restrict to the upgrades or repairs, however it should be a small percent of the typical concept can charge. This software is not intended to deliver refurbishment to getting older facilities. The proposed CIF may still be in first rate operational shape when the proposal is submitted. We inspire you to discuss this element with NSF earlier than submission of the inspiration.

Can expenses for practising and utility be included within the CIF funds?

sure, is fairly. PIs are encouraged to budget for practicing that may expand the person base and aid the CIF reach a broader neighborhood of users. in your price range application costs regarding using the CIF can be requested. although, the CIF funds may still now not pay for an expensive software package that might be essentially used through personnel backyard of the CIF, similar to a broader lab/department.

What does it suggest by way of the statement that "it is expected that lengthy-term data management and archiving can be offered by way of NCAR?"

Observational facts and laboratory measurements can have a protracted analysis lifetime, probably being effective some distance past the time frames in the CIF software. To enable long run entry of great-controlled CIF statistics and to make facts administration less complicated for the CIF PI, the consumer PI, and advantage clients of CIF records, NSF has engaged NCAR to host the ultimate, quality-controlled dataset for CIF use. data handed to NCAR for future archiving will should meet community information specifications and metadata necessities. NCAR will assign a Digital Object Identifier (DOI) for correctly archived, publishable datasets to facilitate dataset citation in publications the usage of CIF records. moreover, NCAR will provide statistics cataloging, search capability, facts download potential, facts subsetting provider if the nature and layout of the records let, and reporting of data entry metrics. selected questions about records archiving will also be addressed to gdex@ucar.edu.

can we should ship facts to NCAR for archiving in spite of the fact that the CIF statistics is already being archived in a different publicly attainable place?

excellent controlled CIF statistics together with satisfactory metadata have to be submitted to NCAR for long term archiving to allow broader access to CIF information. It is known that PIs might also have their personal favourite repository for storing CIF facts. while NSF doesn’t avert PIs from archiving records in their favorite repository, PIs ought to also submit their facts to NCAR for archiving.
Legacy Acquisition Corp. and Onyx companies Int’l Corp. Announce enterprise aggregate big apple & CRANBURY, N.J.–(enterprise WIRE)–Legacy Acquisition Corp. (NYSE: “LGC”) (“Legacy”), a publicly-traded particular intention acquisition enterprise, and Onyx enterprises Int’l Corp. (“Onyx”) announced today the signing of a definitive contract for a business combination that could outcome in Onyx fitting a unconditionally-owned subsidiary of Legacy. Onyx is the owner and operator of, amongst other verticals, “CARiD.com,” a number one digital commerce platform for the automobile aftermarket. Upon the closing of the transaction, Legacy will trade its identify to materials identification, Inc. and is expected to remain listed on the NYSE. Onyx has developed a particular proprietary know-how platform for digital commerce and fulfillment, relying on insights extracted from over 14 billion statistics features related to car elements, a actual footprint network comprising over 2,500 transport areas, essentially 5,000 energetic manufacturers, and computing device-gaining knowledge of algorithms for advanced fitment industries such as car elements and accessories. Onyx’s proprietary fitment information and algorithms used in CARiD.com and other such verticals (akin to MOTORCYCLEiD, TRUCKiD and BOATiD) compiled over the past decade, combined with its big investments in synthetic intelligence and computing device researching, supply online consumers with an more suitable consumer journey that includes a breadth of offerings and repair degrees (together with search capabilities, practicing and researching, and provision of records to suppliers to enhance their product information), positioning it as a pacesetter in the $four hundred+ billion auto aftermarket industry. Onyx funding Highlights Tech-enabled digital commerce platform concentrated on reworking the automobile aftermarket elements industry and linked business verticals. Ideally located to capitalize on the surge in eCommerce adoption and digital enablement of industry provide chains. highly scalable company driven by using a low-budget constitution and a capital-effective inventory mannequin. huge untapped automotive aftermarket probability of $four hundred+ billion with further enormous value streams able to be unlocked. Edwin Rigaud, Chief govt Officer of Legacy, commented: “Onyx has uncommon itself as a true disruptor within the auto aftermarket industry through its proprietary tech pushed platform and skilled management team. With its expansive product providing and means to give consumers with profitable and accurate discovery experiences in a historically advanced market, we agree with Onyx is installation smartly to capitalize on the accelerated shift to online spending. Equally compelling is Onyx’s financial profile, which highlights the benefits of its low mounted cost structure and inventory effective working mannequin. we are very enthusiastic about Onyx’s future prospects and seem forward to efficaciously completing our enterprise aggregate.” “we are extremely joyful to be a part of with Legacy and transition Onyx to the public markets,” observed Antonino Ciappina, operating because the Chief Executive1 of Onyx. “We consider our know-how-led, facts-driven strategy to digital commerce provides us with a long runway for profitable growth inside our present traces of enterprise in addition to expansion into other complicated, multidimensional parts and add-ons markets. Our power in combining deep industry talents and journey in automobile elements with the amazing digital and technical expertise of our engineering and construction teams is what makes our platform a special vertical commerce enterprise.” Prashant Pathak, Chairman of Onyx, introduced, “Going public is a crucial milestone and the beginning of an exhilarating new chapter in the endured increase of Onyx. The technology-led, brand-pushed and data-enabled enterprise that Onyx has developed and proven by way of CARiD.com and different verticals will advantage from the advertising, manufacturer, and product advantage that the Legacy crew offers. I want to thank the team at Legacy for his or her guide and advice through this procedure and admire the complicated work of the complete Onyx organization, not simply within the u.s., but also internationally, it truly is behind our success to-date. i’m assured the aggregate of our two organizations will create new synergies on the way to additional speed up our efficiency. moreover, throughout the discussions with Legacy it grew to be evident to us that from a CSR standpoint Onyx’s aggregate with Legacy is additionally enabling Onyx and its stakeholders the opportunity to contribute simply against inclusive capitalism, range of management on Wall road and minority-led enterprise constructing.” Transaction Overview Pursuant to the enterprise combination settlement, Legacy will acquire (i) all of the remarkable shares of favorite inventory of Onyx for an aggregate of $20.0 million money, and (ii) all of the miraculous shares of common inventory of Onyx for an mixture of about $265.0 million (or about 26.5 million) in shares of category a standard inventory of Legacy. the dignity payable with admire to Onyx’s standard inventory could be discipline to adjustment, together with based on Onyx’s web working capital and linked transaction fees at closing. In reference to the signing of the enterprise aggregate contract, Legacy’s sponsor, Legacy Sponsor I, LLC (its “Sponsor”), has dropped at Onyx a sponsor help contract, pursuant to which, among other things, the sponsor has agreed to (i) vote in prefer of the transactions meditated by means of the business aggregate contract, (ii) forfeit 3,000,000 of its shares of Legacy’s type F ordinary stock, and (iii) forfeit 14,587,770 of its deepest placement warrants to buy shares of Legacy’s category a standard stock, each and every as partial consideration for deferred shares to be later issued by way of Legacy to Sponsor pursuant to the phrases of the sponsor aid contract. furthermore, the Sponsor may forfeit as much as a optimum of three,250,000 further shares of Legacy’s class a typical stock based on the gross amount of money held through Legacy instantly in advance of closing and the extent to which Legacy’s transaction prices exceed $sixteen.4 million; on condition that the Sponsor shall have the ability to earn returned up to 50% of such further forfeited shares according to the average buying and selling share cost of Legacy’s type a standard stock over a 730 calendar day period immediately following closing. The Boards of directors of each and every of Legacy and Onyx have authorised the transaction. The transaction is discipline to normal closing situations, together with the receipt of definite regulatory approvals. The stockholders of every of Legacy and Onyx have accepted the transaction by means of written concurs of as a minimum a majority of the wonderful shares entitled to vote thereon. The transaction is anticipated to shut in November 2020. Intent to commence gentle present In reference to the closing of the proposed transactions contemplated by means of the business aggregate contract, Legacy will behavior a money gentle offer for its extraordinary shares of class a standard inventory with a purpose to enable stockholders the opportunity to redeem their shares in line with Legacy’s corrected amended and restated certificate of incorporation, as amended (its “constitution”). each description contained herein isn’t an offer to buy or the solicitation of an offer to promote securities. The solicitation and the offer to buy shares of Legacy’s category a common inventory may be made pursuant to a tender present statement on time table TO and other offer documents that Legacy might be submitting with the SEC. The business combination cash gentle present documents (together with a proposal to purchase, a connected letter of transmittal and other offer documents) comprise vital tips that should still be examine cautiously and regarded before any resolution is made with respect to the company mixture money smooth present. These substances might be despatched freed from cost to all security holders of Legacy. in addition, all of these substances (and all different materials filed by Legacy with the SEC) can be found at no cost from the SEC via its site at www.sec.gov. safety holders of Legacy are advised to examine the business mixture money tender present files and other primary substances before making any investment determination with respect to the enterprise mixture and the company combination cash smooth offer because they will include essential advice in regards to the business aggregate and the enterprise aggregate cash soft offer . Warrant Holder guide Agreements In connection with the signing of the business mixture agreement, Legacy entered into warrant holder aid agreements (“Warrant Holder support Agreements”) with the holders of about 19,500,000 (or approximately 65%) of Legacy’s warrants offered as part of the units in its initial public offering, exercisable for one-half of one share of category a standard inventory for $5.75 per half share, or $eleven.50 per entire share (mentioned herein as the “public warrants”), to supply for definite amendments (the “Warrant Amendments”) to the Warrant settlement between Legacy and Continental stock transfer & believe enterprise, dated as of November 16, 2017 (as amended on occasion, the “Warrant settlement”). The Warrant Amendments will deliver, among different things, that each marvelous public warrant and a pair of,912,230 wonderful warrants issued to the Sponsor in the inner most placement that closed simultaneously with Legacy’s preliminary public providing however that are beneficially owned via definite institutional investors of Sponsor shall no longer be exercisable to buy one-half share of classification a standard stock of Legacy for $5.seventy five per half-share (field to adjustment as offered within the Warrant contract) and in its place can be converted solely into the correct to obtain (i) if, on the closing of the proposed transaction with Onyx, the mixture gross cash in the trust fund, plus the aggregate gross proceeds obtained by using Legacy pursuant to any financing is as a minimum equal to $60,000,000, $0.35 in cash and 0.065 of a share of classification a common inventory of Legacy, (ii) if, on the closing of the proposed transaction with Onyx, the mixture gross profit the believe fund, plus the combination gross proceeds obtained through Legacy pursuant to any financing is under $60,000,000, but at the least equal to $forty four,000,000, $0.25 in money and nil.075 of a share of classification a standard inventory of Legacy, or (iii) if, on the closing of the proposed transaction with Onyx, the combination gross profit the have confidence fund, plus the combination gross proceeds bought by means of Legacy pursuant to any financing is below $forty four,000,000, $0.18 in money and nil.082 of a share of category a standard inventory of Legacy. as the Warrant Amendments require the approval by using holders of as a minimum 65% of Legacy’s public warrants, the Warrant Holder help Agreements mainly guarantee the vote in desire of the Warrant Amendments and, therefore, Legacy expects that the Warrant Amendments might be accredited. In connection with the Warrant Amendments, Legacy’s Sponsor has agreed to forfeit 14,587,770 deepest placement warrants held by means of it of list and beneficially owned with the aid of it. certain institutional traders of Sponsor, who’re the a good option owners of the final 2,912,230 private placement warrants within the combination (that are held of list by using the Sponsor), will acquire the equal consideration as the public warrants; offered, that if such a good idea homeowners cease to beneficially own any of such inner most placement warrants for any reason, such deepest Placement Warrants shall revert lower back to the Sponsor and might be forfeited. additional info in regards to the proposed transaction and the Warrant Amendments, together with a duplicate of the company mixture agreement and investor presentation, will be provided in a present report on form 8-k to be filed through Legacy with the Securities and exchange fee and will be obtainable at www.sec.gov. Advisors Wells Fargo Securities, LLC is serving as financial guide to Legacy. Canaccord Genuity is advising Onyx. Wells Fargo Securities, LLC, Cantor Fitzgerald & Co., and Stifel, Nicolaus & business are serving as capital markets advisors to Legacy. DLA Piper LLP (US) and Graydon Head & Ritchey LLP are serving as criminal advisors to Legacy. Faegre Drinker Biddle & Reath LLP is serving as prison suggestions for Onyx. Daniel J. O’Hern Jr. of Byrnes, O’Hern & Heugle, LLC serves as company information to Onyx. Investor convention call information Legacy and Onyx will host a joint investor conference call to talk about the proposed transaction on Monday, September 21 at 9:00 a.m. ET. fascinated parties may additionally take heed to the organized remarks name by way of cell by using dialing 1-877-407-3982, or for foreign callers, 1-201-493-6780. A mobilephone replay can be obtainable until 11:fifty nine pm ET on Monday, October 5, 2020 and can be accessed by means of dialing 1-844-512-2921, or for foreign callers, 1-412-317-6671 and getting into replay Pin number: 13710717. The recorded investor presentation, a linked investor presentation with extra targeted assistance regarding the proposed transaction and a transcript of the pre-recorded investor presentation should be purchasable at www.legacyacquisition.com. The investor presentation will even be furnished today to the Securities and change fee (the “SEC”), which can be considered at the SEC’s web page at www.sec.gov. About Onyx. Onyx is a technology-driven, digital commerce enterprise concentrated on growing custom infrastructure and interesting person experiences inside niche markets. Onyx become founded in 2008 with a imaginative and prescient of making a one-stop eCommerce destination for the automotive constituents and add-ons market. Onyx has for the reason that develop into a market leader and proven brand-builder, fueled by way of its dedication to providing a innovative browsing adventure; comprehensive, correct and distinctive product offerings, and continued digital commerce innovation. About Legacy Acquisition Corp. Legacy raised $300 million in November 2017 and its securities are listed on the NYSE. at the time of its checklist, Legacy was the best special goal Acquisition enterprise on the NYSE led predominantly by African American managers and sponsor buyers. Legacy turned into fashioned for the aim of effecting a merger, capital stock trade, asset acquisition, inventory purchase, recapitalization, reorganization or an identical enterprise mixture with one or more target companies. Legacy is subsidized by way of a crew of confirmed leaders basically constructed from former Procter & Gamble executives and is supported with the aid of a founder/shareholder group of proven operationally primarily based price builders. These executives have extensive adventure in building brands and remodeling corporations for accelerated boom. Legacy’s founders and management expectation is that Legacy will serve as a job model for African americans and different below-represented enterprise leaders to achieve success now not simply in the govt ranks of huge corporations, however additionally as entrepreneurs within the productive use of capital through mergers and acquisitions on Wall highway. For greater assistance please talk over with www.LegacyAcquisition.com. forward-looking Statements This press liberate contains “ahead-looking statements” within the that means of the “protected harbor” provisions of the deepest Securities Litigation Reform Act of 1995. Legacy’s and Onyx’s precise outcomes may differ from their expectations, estimates and projections and subsequently, make sure to no longer depend on these ahead-searching statements as predictions of future activities. phrases such as “are expecting,” “estimate,” “mission,” “funds,” “forecast,” “anticipate,” “intend,” “suggest,” “plan,” “consider,” “may additionally,” “will,” “may,” “shall,” “would,” “might,” “may still,” “believes,” “predicts,” “competencies,” “continue,” “located,” “goal,” “conditional,” “opportunities” and an identical expressions are supposed to determine such forward-searching statements. These forward-looking statements encompass, devoid of limitation, Legacy’s predicted name following the closing of the proposed transaction, the expectation that shares of the publish-acquisition company will exchange on the long island inventory trade following closing, the belief related to Onyx’s ability to capitalize on the shift to online spending, the perception that Onyx’s approach to eCommerce will lead to profitable boom, the perception that the combination of Onyx and Legacy will result in synergies so one can speed up Onyx’s performance, the anticipated closing consideration for the proposed transaction, and the predicted deadline of the proposed transaction. These forward-looking statements contain massive hazards and uncertainties that may cause the genuine consequences to differ materially from the expected results. almost all these factors are outdoor Legacy’s and Onyx’s control and are problematic to foretell. elements that can cause such transformations include, but are not constrained to: (1) the prevalence of any experience, exchange or other cases that could supply upward push to the termination of the company combination settlement, (2) the result of any criminal lawsuits that may be instituted towards Legacy and different transaction events following the announcement of the enterprise mixture settlement and the transactions pondered therein; (three) the lack of ability to complete the proposed transaction, including as a result of the inability to satisfy conditions to closing in the business aggregate agreement; (four) the occurrence of any event, trade or different circumstance that might in any other case trigger the transaction to fail to close; (5) the receipt of an unsolicited present from one more celebration for an alternative business transaction that could intrude with the proposed transaction; (6) the inability to reap or preserve the record of the publish-acquisition enterprise’s average inventory on the big apple stock trade following the proposed transaction; (7) the possibility that the proposed transaction disrupts latest plans and operations because of the announcement and consummation of the proposed transaction; (8) the capability to respect the expected benefits of the proposed transaction, which may be affected by, among other things, competition, the potential of the combined company to operate cohesively as a standalone community, grow and manipulate increase profitably and maintain its key employees; (9) expenses concerning the proposed transaction; (10) changes in relevant legal guidelines or regulations; (eleven) the probability that Onyx or the combined business can be adversely suffering from other financial, enterprise, and/or aggressive elements; (12) the mixture number of Legacy shares requested to be redeemed by Legacy’s stockholders in reference to the proposed transaction; (13) disruptions in the economic climate or business operations of Onyx or its suppliers as a result of the impact of COVID-19; (14) the outcome of the pending legal continuing with definite Onyx stockholders; (15) capabilities audit and different connected alterations to Onyx’s fiscal statements in reference to the impartial Public enterprise Accounting Oversight Board audit of its annual old economic statements, in addition to advantage adjustments to the unaudited non-GAAP meantime financial effects of Onyx; and (16) different dangers and uncertainties indicated every now and then in the assistance commentary concerning the proposed transaction, including these under “chance components” therein, and in Legacy’s different filings with the SEC, including the schedule TO that will be filed with the SEC in reference to the transaction. Legacy cautions that the foregoing checklist of elements is not unique. Legacy cautions readers no longer to place undue reliance upon any forward-looking statements, which talk most effective as of the date made. Legacy doesn’t undertake or accept any duty or accomplishing to release publicly any updates or revisions to any ahead-looking statements to replicate any trade in its expectations or any change in hobbies, situations or circumstances on which this kind of statement is based mostly. important suggestions concerning the information statement and the Proxy commentary Legacy will put together and file with the Securities and change commission (the “SEC”) a latest file on kind eight-k containing the business aggregate settlement, and an counsel remark for its stockholders containing the assistance with appreciate to the transaction specific in schedule 14C promulgated under the alternate Act and describing the proposed business combination and the other transactions reflected by the company aggregate settlement. moreover, in connection with the proposed warrant settlement change, Legacy intends to file a preliminary proxy statement with the SEC. Legacy’s safety holders and different fascinated individuals are recommended to examine the applicable guidance statement or proxy commentary and the respective amendments thereto and different central substances to be filed in connection with the proposed enterprise mixture and warrant amendments, respectively, with the SEC, together with, when attainable, a definitive advice commentary on agenda 14C and a definitive proxy commentary on agenda 14A and the respective documents included by way of reference therein, as these materials will include important information concerning the company mixture and warrant amendments, as relevant. When purchasable, the definitive information remark or definitive proxy commentary and other primary substances for the company mixture and warrant amendments, respectively, will be mailed to the applicable securityholders of Legacy as of a record date to be centered for balloting on the enterprise aggregate and warrant amendments. Securityholders will even be capable of achieve copies of the preliminary assistance statement or the preliminary proxy statement, or the definitive assistance commentary or the definitive proxy commentary and different documents filed with the SEC that may be integrated by reference therein, at no cost, as soon as purchasable, on the SEC’s net web page at www.sec.gov, or by way of directing a request to: Legacy Acquisition Corp., 1308 Race street, Suite 200, Cincinnati, Ohio 45202, attention: Secretary, (513) 618-7161. critical assistance in regards to the tender offer Pursuant to the enterprise aggregate settlement, Legacy may additionally consummate its preliminary enterprise combination with Onyx and habits redemptions of the issued and extraordinary shares of Legacy’s type a common stock, par price $0.0001 per share (the “common Shares”) through a money soft offer, which has no longer yet commenced. every description contained herein is not a suggestion to purchase or the solicitation of an offer to promote securities. The solicitation and the present to purchase the general Shares can be made pursuant to an offer to buy and linked materials that Legacy intends to file with the SEC. at the time the offer is commenced, Legacy will file a young present observation on agenda TO with the SEC. The soft offer observation (together with a suggestion to buy, a linked letter of transmittal, other present files) will comprise vital guidance that should still be study cautiously and thought of earlier than any resolution is made with appreciate to the cash soft offer. These materials should be sent free of cost to all safety holders of Legacy when accessible. moreover, all of these substances (and all different substances filed by using Legacy with the SEC) could be purchasable at no charge from the SEC through its web site at www.sec.gov. security holders might also also gain free copies of the documents filed with the SEC with the aid of directing a request to: Legacy Acquisition Corp., 1308 Race highway, Suite 200, Cincinnati, Ohio 45202, consideration: Secretary, (513) 618-7161. safety holders of Legacy are entreated to read the soft offer documents and the other crucial substances when they turn into attainable earlier than making any investment choice with respect to the cash soft present as a result of they’re going to comprise essential information in regards to the money smooth offer, the business combination transaction and the events to the company combination settlement. individuals in the Solicitation Legacy and its administrators and government officers could be deemed participants within the solicitation of has the same opinion from Legacy’s warrantholders with appreciate to the warrant amendments. a list of the names of those administrators and government officers and a description of their hobbies in Legacy could be contained in Legacy’s definitive proxy statement that may be filed with recognize to the warrant amendments and in its annual report on kind 10-okay for the fiscal 12 months ended December 31, 2019, which was filed with the SEC and is available freed from cost on the SEC’s internet website at www.sec.gov, or with the aid of directing a request to: Legacy Acquisition Corp., 1308 Race street, Suite 200, Cincinnati, Ohio 45202, attention: Secretary, (513) 618-7161. additional info related to the pastimes of such participants could be contained in the proxy commentary for the warrant amendments, when obtainable. No present or Solicitation This press free up shall no longer represent a solicitation of a proxy, consent or authorization with respect to any securities or in admire of the proposed transaction. This press unencumber shall additionally not constitute a suggestion to sell or the solicitation of a proposal to buy any securities, nor shall there be any sale of securities in any states or jurisdictions by which such offer, solicitation or sale could be illegal in advance of registration or qualification under the securities laws of this sort of jurisdiction. No providing of securities will likely be made except by using skill of a prospectus assembly the necessities of part 10 of the Securities Act of 1933, as amended, or in keeping with an exemption from registration therefrom. 1 Pending board approval. BorgWarner Commences inner most change present and Consent Solicitation for Delphi applied sciences’ impressive 5.00% Senior Notes Due 2025 AUBURN HILLS, Mich., Sept. 2, 2020 /PRNewswire/ — BorgWarner Inc. (NYSE: BWA) ("BorgWarner") announced these days, in connection with its previously introduced proposed acquisition of Delphi applied sciences PLC ("Delphi applied sciences") in an all-stock transaction (the "Transaction"), that it’s taking off a personal change present (the "exchange present") and connected consent solicitation (the "Consent Solicitation") with respect to Delphi applied sciences’ outstanding 5.00% Senior Notes due 2025 listed within the desk beneath (the "DT Notes"). Pursuant to the trade present, BorgWarner is providing to challenge, in a personal providing to eligible noteholders, and for the consideration set forth within the table below, new notes (the "BorgWarner Notes") in trade for any and all (to the extent held through eligible holders) of the about $800 million mixture predominant quantity of the DT Notes.  moreover, pursuant to the Consent Solicitation, BorgWarner is soliciting consents from the eligible noteholders to amend the DT Notes and the related indenture beneath which they were issued (as supplemented, the "DT Indenture"). Title of sequence of DT Notes CUSIP No. of DT Notes combination principal volume mind-blowing BorgWarner Notes to be Issued inExchange for DT Notes alternate Consideration for DT Notes Tendered After Early delicate time limit (1) complete alternate Consideration for DT Notes Tendered and never Withdrawn through the Early gentle closing date major volume of BorgWarner Notes (1) money Consideration (2) 5.00% Senior Notes due 2025 24718PAA5 (144A) / U24754AA8 (Reg S) $800,000,000 5.00% Senior Notes due 2025 $970 $1,000 $1.00 (1)   primary amount of BorgWarner notes issued in trade for each and every $1,000 essential quantity of DT notes validly tendered and accredited for exchange. (2)   Per $1,000 principal amount of DT notes validly tendered and never validly withdrawn with the aid of the Early gentle closing date and approved for trade. The trade present and Consent Solicitation is being made upon the phrases and prerequisites set forth in a suggestion to alternate and consent solicitation statement dated September 2, 2020 (the "providing Memorandum"), copies of which can be made accessible to holders of the DT Notes eligible to participate in the alternate offer.  The alternate offer and Consent Solicitation will expire at 5:00 p.m., manhattan metropolis time, on October 1, 2020, until such date is extended or past terminated (such date and time, as they could be extended, the "Expiration Date").  Tendered DT Notes may also no longer be withdrawn and concurs may also no longer be revoked after 5:00 p.m., big apple metropolis time, on September sixteen, 2020, except as required with the aid of applicable legislation.  BorgWarner reserves the correct to terminate, withdraw, amend or prolong the change present and Consent Solicitation in its discretion, discipline to the terms and prerequisites set forth in the providing Memorandum. area to the terms and prerequisites set forth in the offering Memorandum, each and every eligible noteholder exchanging DT Notes within the alternate present may be eligible to receive, in change for the DT Notes validly tendered and not validly withdrawn, BorgWarner Notes having the same pastime price and maturity dates, pastime fee and redemption provisions as the DT Notes.  Eligible holders who validly gentle and do not validly withdraw their tendered DT Notes through 5:00 p.m., big apple city time, on September 16, 2020 (such date and time, as they may well be extended, the "Early tender deadline") will be eligible to receive, area to the terms and prerequisites set forth within the offering Memorandum, BorgWarner Notes within the equal predominant volume because the DT Notes tendered therefor plus money consideration of $1.00 per $1,000 fundamental amount of DT Notes tendered (the "cash Consideration").  Eligible noteholders who validly delicate their DT Notes after the Early gentle closing date however on or ahead of the Expiration Date might be eligible to receive $970 predominant volume of the BorgWarner Notes per $1,000 major amount of DT Notes validly tendered, but not the cash Consideration (the "exchange Consideration").  agreement of the change offer is anticipated to happen on or about October 5, 2020, unless BorgWarner extends the Expiration Date or terminates the trade present.  activity on the BorgWarner Notes will accrue from (and including) the ultimate pastime price date on which hobby was paid on the DT notes, and, consequently, no accrued pastime can be paid on the agreement date in recognize of DT Notes approved for trade, except as set forth in the providing Memorandum with appreciate to money paid in lieu of BorgWarner Notes no longer delivered. The BorgWarner Notes will be issued in minimal denominations of $2,000 and crucial multiples of $1,000 in excess thereof.  If the primary quantity of BorgWarner Notes validly tendered after the Early soft time limit that might in any other case be required to be delivered in alternate for a young of DT Notes would no longer equal $2,000 or an crucial multiple of $1,000 in extra thereof, it will be rounded down to $2,000 or the nearest integral multiple of $1,000 in extra thereof, and BorgWarner will pay money equal to the closing element of the alternate Consideration for such DT Notes plus accrued and unpaid pastime with recognize to that element.  No tender of DT Notes may be authorized if it would outcome in the issuance of below $2,000 major quantity of BorgWarner Notes.  BorgWarner’s obligation to settle for and trade the DT Notes validly tendered pursuant to the alternate offer is area to certain situations as set forth in the providing Memorandum, together with the consummation of the Transaction, which is expected to turn up in 2020. BorgWarner may commonly waive this kind of condition, in its sole discretion, at any time with appreciate to the trade present and Consent Solicitation but may also now not waive the condition that the Transaction shall were consummated.  The change present and Consent Solicitation are not conditioned upon the gentle of any minimum aggregate fundamental volume of the DT Notes or the receipt of the requisite agrees in the Consent Solicitation. The Transaction is not conditioned upon the graduation or completion of the trade offer and Consent Solicitation. in the Consent Solicitation, BorgWarner is soliciting the consents of the eligible holders to amend the DT Notes and the DT Indenture to eliminate substantially all of the restrictive covenants and pursuits of default, apart from charge-linked routine of default and an event of default involving a guarantor’s consolidation, merger or transfer or hire of all or notably all of its assets, and to eliminate the covenant regarding a transformation of manage triggering adventure in respect of Delphi applied sciences. is of the same opinion of the holders of a minimum of a majority in essential amount of the DT Notes, vote casting as a single category, must be bought for the amendments to the DT Notes and the DT Indenture to be useful.  Holders validly tendering their DT Notes should be deemed to have delivered agrees to the proposed amendments with recognize to such tendered DT Notes.  Holders should not authorised to delicate their DT Notes devoid of delivering agrees or to carry agrees without tendering their DT Notes. This press unlock is issued pursuant to Rule 135c beneath the Securities Act of 1933, as amended (the "Securities Act").  This press liberate is neither a proposal to sell nor the solicitation of a suggestion to purchase the BorgWarner Notes or every other securities and shall now not represent a proposal, solicitation or sale in any jurisdiction during which, or to any adult to whom, such a suggestion, solicitation or sale is against the law.  The exchange offer has no longer been and may now not be registered under the Securities Act, or the securities legal guidelines of every other jurisdiction.  The BorgWarner Notes should be issued in reliance upon exemptions from, or in transactions now not field to, registration below the Securities Act.  The BorgWarner Notes might be offered for alternate handiest (i) to qualified institutional consumers as described in Rule 144A under the Securities Act in reliance on the exemption provided by using section four(a)(2) of the Securities Act and (ii) outside the U.S. to people other than U.S. folks (each as described in Rule 902 under the Securities Act) in reliance upon legislation S below the Securities Act.  The BorgWarner Notes may additionally no longer be offered, bought, pledged or otherwise transferred in the U.S. absent registration or an relevant exemption from, or in a transaction now not subject to, the registration necessities of the Securities Act and different applicable securities laws. The trade present and Consent Solicitation are being made handiest pursuant to the offering Memorandum.  The offering Memorandum and different documents regarding the alternate offer and Consent Solicitation can be distributed simplest to holders who ascertain that they are inside the categories of eligible contributors in the change present.  None of BorgWarner, Delphi applied sciences, their respective directors or officers, the broker managers and solicitation brokers, the alternate agent, the advice agent, the trustee for the BorgWarner Notes or the DT Notes, their respective affiliates, or every other person is making any advice as to whether holders may still soft their DT Notes within the exchange offer. Holders who need a copy of the eligibility letter should still contact world Bondholder functions business enterprise, the tips agent for the exchange presents and Consent Solicitations, at (866) 470-3800 (U.S. Toll-free).  Banks and brokers should name (212) 430-3774.  The eligibility letter may additionally also be found here: https://gbsc-country.com/eligibility/bwa.  international Bondholder capabilities agency will additionally deliver copies of the offering Memorandum to eligible holders. This press release, the providing Memorandum and any other offering fabric relating to the change offer aren’t being made, and haven’t been accredited, with the aid of a licensed person for the functions of part 21 of the economic functions and Markets Act 2000. consequently, this press release, the providing Memorandum and any other offering cloth relating to the alternate present are most effective being disbursed to and are handiest directed at: (i) people who are backyard the UK, (ii) persons within the united kingdom who’ve professional adventure in concerns regarding investments who fall within the definition of investment authorities as described inside Article 19(5) of the fiscal services and Markets Act 2000 (financial advertising) Order 2005 (as amended, the "Order") or (iii) excessive internet value entities and different humans who fall inside Article 49(2)(a) to (d) of the Order (all such folks collectively being pointed out for functions of this paragraph as "relevant people"). The BorgWarner Notes will only be attainable to, and any invitation, offer or contract to subscribe, buy or otherwise purchase such notes may be engaged in exactly with, primary individuals. Any grownup who isn’t a crucial person may still not act or rely on the offering Memorandum or any of its contents and might now not take part within the change present. The comprehensive terms and conditions of the trade offer and Consent Solicitation are set forth within the offering Memorandum.  The exchange present is simply being made pursuant to the offering Memorandum.  The exchange offer is not being made to holders of DT Notes in any jurisdiction during which the making or acceptance thereof would no longer be in compliance with the securities, blue sky or other legal guidelines of such jurisdiction.  The DT Notes haven’t been authorized or disapproved through any regulatory authority, nor has this type of authority passed upon the accuracy or adequacy of the offering Memorandum. BorgWarner is a world product leader in clean and productive technology options for combustion, hybrid and electric vehicles. With manufacturing and technical amenities in 67 locations in 19 nations, BorgWarner employs about 29,000 international. word involving ahead-looking Statements Statements contained in this press release might also contain forward-searching statements as contemplated via the 1995 inner most Securities Litigation Reform Act, 27A of the Securities Act and part 21E of the U.S. Securities exchange Act of 1934, as amended, which are in keeping with administration’s present outlook, expectations, estimates and projections. words such as "anticipates," "believes," "continues," "may," "designed," "impact," "estimates," "evaluates," "expects," "forecasts," "aim," "information," "initiative," "intends," "may additionally," "outlook," "plans," "potential," "predicts," "project," "pursue," "seek," "may still," "goal," "when," "will," "would" and diversifications of such phrases and an identical expressions are meant to identify such ahead-looking statements. All ahead-looking statements are in line with assumptions and analyses made through us in mild of our experience and our belief of old traits, present conditions and expected future developments, in addition to different components we consider are appropriate within the instances. ahead-searching statements aren’t guarantees of performance and BorgWarner’s exact results might also range materially from those expressed, projected or implied in or by using the ahead-looking statements. you should not region undue reliance on these ahead-searching statements. ahead-looking statements are area to hazards and uncertainties, lots of which might be tricky to predict and generally beyond our handle, that may trigger exact consequences to differ materially from those expressed, projected or implied in or by means of the ahead-searching statements. These dangers and uncertainties, encompass, among others: uncertainties concerning the extent and length of influences on our business of the existing novel coronavirus ("COVID-19"); uncertainties regarding the potential to finished our anticipated acquisition of Delphi applied sciences as a result of, among other causes, the failure to gain required regulatory approvals for the transaction on the phrases expected or on the expected schedule or in any other case; our dependence on automotive and truck construction, each of which might be highly cyclical; our reliance on principal fashioned device company purchasers; commodities availability and pricing; deliver disruptions; fluctuations in interest prices and international currency alternate prices; availability of credit; our dependence on key management; our dependence on guidance systems; the uncertainty of the international economic ambiance; the outcome of current or any future legal proceedings, together with litigation with respect to numerous claims; future changes in laws and rules, together with, by way of illustration, tariffs, within the nations wherein we function; and the different hazards, including, by the use of instance, pandemics, similar to COVID-19, and quarantines, described partly I, item 1A, "chance factors," in our Annual report on kind 10-ok for the year ended December 31, 2019 and partly II, item 1A, "chance factors," in our Quarterly record on kind 10-Q for the quarterly duration ended June 30, 2020. We do not undertake any responsibility to update or announce publicly any updates to or revisions to any of the ahead-searching statements in this press release to reflect any trade in our expectations or any trade in movements, circumstances, circumstances or assumptions underlying the statements, except as required via legislation. source BorgWarner connected hyperlinks http://www.borgwarner.com.




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