Source and Amount of Funds. ... 16 11. Background of the Offer; Past Contacts, Transactions or Negotiations with the Company ........................................ 16 12. Purpose of the Offer and the Merger; Plans for the Company ........... 17 13. The Merger Agreement, the Option Agreement and the Guarantee ......... 18 14. Certain Conditions to the Offeror's Obligations ...................... 29 15.
Source and Amount of Funds. 42 8.Conditions of the Offer............................................. 42 9.
Source and Amount of Funds. The total cost to the Fund of purchasing 1,115,689 of its issued and outstanding Shares pursuant to the Offer would be $11,569,695 (based on a price per Share of $10.37, 95% of the NAV as of the close of the regular trading session of the NYSE on October 4, 2002). On October 4, 2002, the aggregate value of the Fund's net assets was $81,219,290. To pay the aggregate purchase price of Shares accepted for payment pursuant to the Offer, the Fund anticipates that funds will first be derived from any cash on hand and then from the proceeds from the sale of portfolio securities held by the Fund. The selection of which portfolio securities to sell, if any, will be made by CSAM, taking into account investment merit, relative liquidity and applicable investment restrictions and legal requirements. The Fund is authorized to borrow money for temporary or emergency purposes, and to the extent the Fund does not have sufficient resources through cash on hand and the disposition of portfolio securities to purchase Shares in the Offer, it intends to finance a portion of the Offer through temporary borrowing. The Fund and other investment companies or portfolios thereof advised by CSAM are parties to a $150 million committed, unsecured line of credit (the "Facility") with a syndicate of banks for which Deutsche Bank AG, New York Branch acts as the administrative agent and syndication agent and State Street Bank and Trust Company acts as operations agent. The Facility is intended primarily to cover temporary or emergency needs of the funds. Amounts drawn under the Facility bear interest at the overnight Federal Funds rate plus 50 basis points per annum. Any amounts drawn under the Facility will be repaid from the sale of the Fund's portfolio securities. The Fund may specify the term of the borrowing, up to 60 days, at the time the loan is drawn down. The amounts available to be drawn down by the Fund under the Facility will depend upon the level of borrowings by other funds that are parties to the Facility, and accordingly it is possible that the Fund may not be able to borrow under the Facility the amounts desired. Because the Fund may sell portfolio securities to raise cash for the purchase of Shares, during the pendency of the Offer, and possibly for a short time thereafter, the Fund may hold a greater than normal percentage of its assets in cash and cash equivalents. As of October 4, 2002, cash and cash equivalents constituted approximately 1.68% of the Fund's net assets...
Source and Amount of Funds. We estimate that we will need approximately $5.3 billion to purchase all of the Shares pursuant to the Offer and to complete the Merger. The Offer is not conditioned upon Parent’s or Purchaser’s ability to finance the purchase of Shares pursuant to the Offer. Oracle, through itself or one or more of its subsidiaries, will provide Purchaser with sufficient funds to purchase all Shares validly tendered in the Offer and, upon the terms and subject to the conditions set forth in the Merger Agreement, to complete the Merger following the consummation of the Offer. Oracle expects to obtain the necessary funds from cash on hand.
Source and Amount of Funds. The Purchaser believes that the financial condition of Parent, the Purchaser and their respective affiliates is not material to a decision by a holder of Shares whether to tender such Shares in the Offer because (i) the Purchaser was organized solely in connection with the Offer and the Merger and, prior to the Expiration Time, will not carry on any activities other than in connection with the Offer and the Merger; (ii) the Offer is being made for all outstanding Shares solely for cash; (iii) if the Purchaser consummates the Offer, the Parent expects to acquire all remaining Shares for the same cash price in the Merger that was paid for Shares validly tendered and not withdrawn pursuant to the Offer; and (iv) the Purchaser has received Commitment Letters (as defined below) from affiliates of Xxxxxxx and Atlas, and may receive debt financing, sufficient to purchase all of the Shares tendered pursuant to the Offer and to consummate the Merger. The Offer is not subject to any financing condition. Parent and the Purchaser estimate that the total funds required to complete the Offer and the Merger will be approximately $95.7 million. The Purchaser expects to use equity and/or debt financing from Xxxxxxx and Atlas to fund the Offer and the Merger and pay related fees and expenses. Neither the provision of the equity financing nor obtaining any debt financing is a condition to the Offer. Notwithstanding an equity financing, we may obtain debt financing prior to the Acceptance Time to complete the Offer and the Merger and to pay related transaction fees and expenses at the closing of the Merger. Funding of the Equity Commitment (as defined below) is subject to the satisfaction of various conditions set forth in the Commitment Letters, as defined and described below under “—Equity Commitment.” Guarantee. Concurrently with the execution and delivery of the Merger Agreement, MLI and Atlas Capital Resources II LP and Atlas Capital Resources (P) II LP (together the “Atlas Funds”) (individually a “Guarantor” and collectively the “Guarantors”) executed and delivered to TECU a guarantee in favor of TECU in respect of certain of Parent’s obligations under the Merger Agreement (the “Guarantee”), pursuant to which each Guarantor irrevocably and unconditionally guarantees the due and punctual payment to TECU of its pro rata portion of Parent’s and/or the Purchaser’s obligations under the Merger Agreement, if any, to pay monies resulting from the failure to duly and punctually...
Source and Amount of Funds. 24 11.Background of the Offer; Contacts with the Company..................................... 25 12.Purpose of the Offer and the Merger; Plans for the Company; Certain Considerations .... 30 13.
Source and Amount of Funds. Source of Funds. Xxxxxx Development Company and C.S. Finance L.L.C. are prepared to purchase all of the remaining outstanding Preferred B shares of Xxxxx not owned by Xx. Xxxxxx or Xxxxxx Development (up to 287,468 shares) at $3.00 per share. Assuming that the maximum number of shares sought is purchased at $3 per share, we expect that the maximum aggregate cost, including all expenses, will be approximately $870,000. The source of funds for this Offer is a contribution of cash as follows: Xxxxxx Development Company $100,000 CS Finance L.L.C. $ 270,000 Bank Line of credit* $ 500,000 Total $870,000 * "Borrowed Funds" section below. There are no conditions to the above financing, which is in place and sufficient to pay for all tendered shares.
Source and Amount of Funds. 17 10. Background of the Offer; Contacts with Signal ................................... 18 11.
Source and Amount of Funds. The Offer is not conditioned on any specific financing arrangements. The total amount of funds required by Purchaser to consummate the Offer and the Merger and to pay related fees and expenses is estimated to be approximately $155.8 million. Purchaser plans to obtain the funds needed for the Offer and the Merger through capital contributions and/or loans that will be made by Crane to Purchaser. To make those contributions or loans, Crane expects to use its existing cash resources and funds borrowed under its existing line of credit pursuant to the Credit Agreement (defined below). See Section 14 of this Offer to Purchase. Crane and certain of its subsidiaries are parties to a Multicurrency Credit Agreement, dated as of November 18, 1998 (the "Credit Agreement"), with the Bank of New York, as Syndication Agent, Fleet National Bank, as Documentation Agent, Chase Manhattan Bank and First Union National Bank, as Co-Agents, First National Bank of Chicago, as Administrative Agent, and other lenders. Pursuant to the Credit Agreement, Crane may borrow, on an unsecured basis, up to $300 million. Xxxxx'x current outstanding borrowings under the Credit Agreement are approximately $45 million. The Credit Agreement contains representations and warranties, conditions precedent, covenants, events of default and other provisions believed by Xxxxx to be generally found in similar agreements. The borrowings under the Credit Agreement are either Alternate Base Rate Loans or Eurocurrency Loans. The Alternate Base Rate is the greater of (a) the rate announced periodically by First National Bank of Chicago or (b) the rate published each day by the Federal Reserve Bank of New York plus one-half (.5%) percent, plus, in either case, the applicable margin, which changes depending upon Xxxxx'x corporate credit rating at the time of borrowing. The Eurocurrency Rate is the rate deposits are offered to banks in London's interbank market two business days prior to the first day of the interest period or, if no such rate exists, the rate for deposits approximately equal to such interest period, divided by one minus the reserve requirement, plus the applicable margin, which changes depending upon Xxxxx'x corporate credit rating at the time of borrowing. The Eurocurrency Rate may be fixed for one-, two-, three- or six-month periods, at Crane's option. The effective interest rate for Xxxxx'x currently outstanding borrowings under the Credit Agreement is 1.52% per annum. The foregoing summar...
Source and Amount of Funds. The total amount of funds required by Purchaser and Parent to consummate the Offer (assuming all Shares not owned by Parent are tendered) for all Shares and to pay related fees and expenses is estimated to be approximately $57.5 million. Purchaser has received from Comerica Bank, subject to the conditions set forth in the commitment letter, its commitment to lend up to $55 million for purposes of consummation of the offer. The members of the Parent intend to make such capital contributions as may be required to consummate the Offer and pay related fees and expenses in excess of $55 million. In the event that the conditions to funding under such bank commitment are not satisfied or the bank otherwise fails to fund under commitment, members of the Parent intend to make capital contributions in amounts sufficient to allow the Purchaser to make payments necessary to consummate the offer. Parent has received a financing commitment, dated May 8, 2000 (the "Commitment Letter"), from Comerica Bank (the "Lender") to provide a line of credit to Parent or a wholly-owned subsidiary of Parent ("Borrower") in the amount of $55 million (the "Line of Credit") for the purpose of acquiring a controlling interest in the Company. Subject to the conditions of the Commitment Letter, the commitment will remain outstanding until May 1, 2001. The terms of the definitive credit agreement between NBO and the Lender have not been finalized. The following is a summary of the anticipated principal terms of the Line of Credit based upon the Commitment Letter. This summary is qualified in its entirety by reference to the Commitment Letter, a copy of which is filed with the Commission as an exhibit to the Schedule TO to which this Offer to Purchase is also an exhibit. Under the Line of Credit and subject to the terms and conditions thereof, the Lender will provide to the Borrower a non-revolving line of credit in the amount of $55 million. Amounts drawn under the Line of Credit will mature on May 1, 2001, at which time all principal and accrued interest will be due and payable. Up to three advances, each in an amount of no less than one million dollars, may be drawn under the line of credit. Interest will accrue on outstanding principal balances under the Line of Credit at a rate per annum equal to 4% plus the eurodollar interbank offering rate for the applicable interest period selected by Borrower of one, two, three or six months. Upon execution of the Commitment Letter, Parent paid the...
