INNOVATE Swaps $328.1M 8.5% Notes for $360.4M 10.5% Senior Secured Notes

Rhea-AI Filing Summary

INNOVATE Corp. filed a Form D reporting a completed Rule 506(b) exempt offering of newly issued 10.500% Senior Secured Notes due 2027. The filing states the issuer conducted an exchange offer and consent solicitation that exchanged approximately $328.1 million of 8.500% Senior Secured Notes due 2026 for approximately $360.4 million of the new 10.500% Senior Secured Notes. The total offering amount and amount sold are both reported as $360,356,287, with no remaining securities to be sold. The filing lists five investors to date, a $2,000 minimum investment, $0 in sales commissions and finders' fees, and indicates proceeds paid to named officers/directors/promoters as $0. The notice is marked as a new notice with first sale on 2025-07-30 and indicates the offering will not last more than one year.

Positive

• Exchange offer completed replacing existing notes and achieving maturity extension to 2027
• Total offering amount fully sold at $360,356,287 with remaining to be sold
• No sales commissions or finders' fees reported, reducing transaction costs
• No proceeds paid to named officers/directors/promoters as reported ($0)

Negative

• Coupon increased from 8.500% to 10.500%, raising the issuer's future interest expense burden
• Aggregate principal increased in the exchange (approx. $328.1M exchanged for approx. $360.4M), which may raise leverage
• Only five investors reported to date, indicating a concentrated investor base

Insights

Financial Analyst

TL;DR: The issuer extended debt maturity via an exchange, increasing coupon and total principal outstanding; this alters interest burden and leverage profile.

The transaction replaced ~$328.1M of 8.5% notes due 2026 with ~$360.4M of 10.5% notes due 2027, effectively extending maturities by roughly one year while increasing stated debt amount and coupon. Reported offering proceeds equal the full amount sold ($360,356,287) and there were no sales commissions or finders' fees. Five investors participated. These facts suggest refinancing/ liability management rather than an equity raise; the higher coupon increases near-term interest expense pressure while the maturity extension provides additional time to address liquidity or strategic objectives.

Corporate Finance / M&A Specialist

TL;DR: Exchange offer completed and consent solicitation show an executed liability restructuring that is material to creditors and bondholders.

INNOVATE executed an exchange and consent solicitation substituting new senior secured notes due 2027 for existing 2026 notes, increasing aggregate principal reported in the offering to ~$360.4M and raising the coupon to 10.5%. This is a material capital-structure event: it achieves maturity extension and consolidates creditor action through a formal offering under Rule 506(b). The filing discloses no commissions and zero payments to insiders from proceeds, which limits immediate related-party concerns in this notice. The change will materially affect future cash interest obligations and creditor recovery priorities.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001006837

HC2 HOLDINGS, INC.

HC2 Holdings, Inc.

PTGi HOLDING, INC.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

INNOVATE Corp.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
INNOVATE Corp.
Street Address 1		Street Address 2
295 MADISON AVENUE		12TH FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
NEW YORK	NEW YORK	10017	19546631147

3. Related Persons

Last Name	First Name	Middle Name
Voigt	Paul	K.
Street Address 1	Street Address 2
c/o INNOVATE Corp.	295 Madison Avenue, 12th Fl
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sena	Michael	J.
Street Address 1	Street Address 2
c/o INNOVATE Corp.	295 Madison Avenue, 12th Fl
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Glazer	Avram	A.
Street Address 1	Street Address 2
c/o INNOVATE Corp.	295 Madison Avenue, 12th Fl
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gfeller	Warren	H.
Street Address 1	Street Address 2
c/o INNOVATE Corp.	295 Madison Avenue, 12th Fl
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Goldstein	Brian	S.
Street Address 1	Street Address 2
c/o INNOVATE Corp.	295 Madison Avenue, 12th Fl
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Wilkinson	Amy	M.
Street Address 1	Street Address 2
c/o INNOVATE Corp.	295 Madison Avenue, 12th Fl
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
X	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-07-30				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

The Issuer conducted an exchange offer and consent solicitation to eligible holders of its 8.500% Senior Secured Notes due 2026 to exchange appx $328.1M of such notes for appx $360.4M of newly issued 10.500% Senior Secured Notes due 2027.

11. Minimum Investment

Minimum investment accepted from any outside investor $2,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$360,356,287	USD	or Indefinite
Total Amount Sold	$360,356,287	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

5

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
INNOVATE Corp.	Michael J. Sena	Michael J. Sena	Chief Financial Officer	2025-08-14

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What securities did INNOVATE Corp. (VATE) offer in this Form D filing?

The filing reports an offering of newly issued 10.500% Senior Secured Notes due 2027, sold via an exchange offer and consent solicitation.

How much principal was exchanged and what was the total offering amount?

Approximately $328.1 million of existing 8.500% notes were exchanged for approximately $360.4 million of new notes; the total offering amount sold is reported as $360,356,287.

When did the first sale occur for this offering?

The filing indicates the date of first sale as 2025-07-30.

Were there any sales commissions, finders' fees, or payments to insiders reported?

The filing reports $0 for sales commissions and finders' fees and $0 of proceeds used for payments to named officers/directors/promoters.

How many investors participated in the offering?

The filing reports a total of 5 investors who already invested in the offering.