Common Contracts
25 similar Purchase Agreement contracts by Jarden Corp, Halcon Resources Corp, Gentiva Health Services Inc, others
B&G Foods, Inc. PURCHASE AGREEMENTPurchase Agreement • September 14th, 2023 • B&G Foods, Inc. • Food and kindred products • New York
B&G Foods, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to Barclays Capital Inc. (“Barclays”) and the other several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Barclays is acting as representative (in such capacity, the “Representative”), $550,000,000 in aggregate principal amount of its 8.000% Senior Secured Notes due 2028 (the “Notes”). The Notes will (i) have terms and provisions that are summarized in the Pricing Disclosure Package and the Offering Memorandum (each as defined below), and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into among the Company, the Guarantors (as defined below) and the Bank of New York Mellon, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”). The Company’s obligations under the Notes, including the due and punctual pay
DT MIDSTREAM, INC. $1,100,000,000 4.125% SENIOR NOTES DUE 2029 $1,000,000,000 4.375% SENIOR NOTES DUE 2031 PURCHASE AGREEMENTPurchase Agreement • May 26th, 2021 • DT Midstream, Inc. • Natural gas transmission • New York
DT Midstream, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to Barclays Capital Inc. (“Barclays”) and the other several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Barclays is acting as representative (in such capacity, the “Representative”), $1,100,000,000 in aggregate principal amount of its 4.125% Senior Notes due 2029 (the “2029 Notes”) and $1,000,000,000 in aggregate principal amount of its 4.375% Senior Notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Notes”). The Notes (i) will have terms and provisions that are summarized in the Pricing Disclosure Package and the Offering Memorandum (each as defined below), and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into by and among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee
ELEMENT SOLUTIONS INC $800,000,000 3.875% Senior Notes Due 2028 PURCHASE AGREEMENTPurchase Agreement • August 6th, 2020 • Element Solutions Inc • Miscellaneous chemical products • New York
Element Solutions Inc, a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to Credit Suisse Securities (USA) LLC (“Credit Suisse”) and the other several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Credit Suisse is acting as representative (in such capacity, the “Representative”), $800 million in aggregate principal amount of its 3.875% Senior Notes due 2028 (the “Notes”). The Notes will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) and Offering Circular (as defined below), and are to be issued pursuant to an Indenture (the “Indenture”) dated as of the Closing Date (as defined below) to be entered into among the Company, the Guarantors (as defined below) and Computershare Trust Company, N.A., as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of
PLATFORM SPECIALTY PRODUCTS CORPORATION $250,000,000 5.875% SENIOR NOTES DUE 2025 PURCHASE AGREEMENTPurchase Agreement • December 1st, 2017 • Platform Specialty Products Corp • Miscellaneous chemical products • New York
Platform Specialty Products Corporation, a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to Credit Suisse Securities (USA) LLC (“Credit Suisse”) and the other several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Credit Suisse is acting as representative (in such capacity, the “Representative”), $250 million in aggregate principal amount of its 5.875% Senior Notes due 2025 (the “Notes”). The Notes will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) and Offering Circular (as defined below), and are to be issued pursuant to an Indenture (the “Indenture”) dated as of November 24, 2017 entered into among the Company, the Guarantors (as defined below) and Computershare Trust Company, N.A., as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of intere
PURCHASE AGREEMENTPurchase Agreement • November 13th, 2017 • Platform Specialty Products Corp • Miscellaneous chemical products • New York
Platform Specialty Products Corporation, a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to Credit Suisse Securities (USA) LLC (“Credit Suisse”) and the other several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Credit Suisse is acting as representative (in such capacity, the “Representative”), $550 million in aggregate principal amount of its 5.875% Senior Notes due 2025 (the “Notes”). The Notes will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) and Offering Circular (as defined below), and are to be issued pursuant to an Indenture (the “Indenture”) dated as of the Closing Date (as defined below) to be entered into among the Company, the Guarantors (as defined below) and Computershare Trust Company, N.A., as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and pu
RSP PERMIAN, INC. PURCHASE AGREEMENTPurchase Agreement • December 13th, 2016 • RSP Permian, Inc. • Crude petroleum & natural gas • New York
RSP Permian, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to Barclays Capital Inc. (“Barclays”), RBC Capital Markets, LLC (“RBC”) and the other several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Barclays and RBC are acting as representatives (in such capacity, the “Representatives”), $450,000,000 in aggregate principal amount of its 5.25% Senior Notes due 2025 (the “Notes”). The Notes will (i) have terms and provisions that are summarized in the Pricing Disclosure Package and Offering Memorandum (as defined below), and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be fully and u
JARDEN CORPORATION 5% SENIOR NOTES DUE 2023 PURCHASE AGREEMENTPurchase Agreement • October 23rd, 2015 • Jarden Corp • Wholesale-miscellaneous nondurable goods • New York
On October 14, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Visant Holding Corp., a Delaware corporation (“Visant”), and certain other parties thereto. Pursuant to the terms of the Merger Agreement, the Company shall acquire 100% of the equity interests of Visant through a merger of a wholly-owned subsidiary of the Company with and into Visant, with Visant continuing as the surviving corporation (the “Acquisition”). The Company plans to fund the Acquisition through a combination of the net proceeds from the issuance by the Company of 10,000,000 million shares of its common stock on October 21, 2015 at a price of $49.00 per share, the offering of senior notes hereunder, available cash on hand, and borrowings under an increase in term loans under an existing senior credit facility (the “Incremental Term Facility”) which, together with the Acquisition, are collectively referred to herein as the “Transactions”.
RSP PERMIAN, INC. PURCHASE AGREEMENTPurchase Agreement • September 24th, 2014 • RSP Permian, Inc. • Crude petroleum & natural gas • New York
RBC CAPITAL MARKETS, LLC As Representatives of the several Initial Purchasers named in Schedule I attached hereto c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019
JARDEN CORPORATION PURCHASE AGREEMENTPurchase Agreement • July 10th, 2014 • Jarden Corp • Wholesale-miscellaneous nondurable goods • New York
JARDEN CORPORATION 11/8% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2034 PURCHASE AGREEMENTPurchase Agreement • March 14th, 2014 • Jarden Corp • Wholesale-miscellaneous nondurable goods • New York
Jarden Corporation, a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to you, as the initial purchasers (the “Initial Purchasers”), $600,000,000 in aggregate principal amount of its 11/8% Senior Subordinated Convertible Notes due 2034 (the “Firm Notes”). The Company also proposes to issue and sell to the Initial Purchasers, not more than an additional $90,000,000 of its 11/8% Senior Subordinated Convertible Notes due 2034 (the “Additional Notes”) if and to the extent that the Initial Purchasers shall have determined to exercise the right to purchase such 11/8% Senior Subordinated Convertible Notes due 2034 granted to the Initial Purchasers in Section 3(b) hereof. The Firm Notes and the Additional Notes are hereinafter collectively referred to as the “Notes.” The Notes will be guaranteed (collectively, the “Guarantees”) by the subsidiaries listed in Schedule II hereto (the “Guarantors”). As u
HALCÓN RESOURCES CORPORATION 9.75% SENIOR NOTES DUE 2020 PURCHASE AGREEMENTPurchase Agreement • December 20th, 2013 • Halcon Resources Corp • Crude petroleum & natural gas • New York
HALCÓN RESOURCES CORPORATION 9.25% SENIOR NOTES DUE 2022 PURCHASE AGREEMENTPurchase Agreement • August 13th, 2013 • Halcon Resources Corp • Crude petroleum & natural gas • New York
JARDEN CORPORATIONPurchase Agreement • June 7th, 2013 • Jarden Corp • Wholesale-miscellaneous nondurable goods • New York
Jarden Corporation, a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to you, as the initial purchasers (the “Initial Purchasers”), $250,000,000 in aggregate principal amount of its 1 1/2% Senior Subordinated Convertible Notes due 2019 (the “Firm Notes”). The Company also proposes to issue and sell to the Initial Purchasers, not more than an additional $50,000,000 of its 1 1/2% Senior Subordinated Convertible Notes due 2019 (the “Additional Notes”) if and to the extent that the Initial Purchasers shall have determined to exercise the right to purchase such 1 1/2% Senior Subordinated Convertible Notes due 2019 granted to the Initial Purchasers in Section 3(b) hereof. The Firm Notes and the Additional Notes are hereinafter collectively referred to as the “Notes.” The Notes will be guaranteed (collectively, the “Guarantees”) by the subsidiaries listed in Schedule II hereto (the “Guarantors”). A
HALCÓN RESOURCES CORPORATION 8 7/8% SENIOR NOTES DUE 2021 PURCHASE AGREEMENTPurchase Agreement • January 15th, 2013 • Halcon Resources Corp • Crude petroleum & natural gas • New York
HALCÓN RESOURCES CORPORATION PURCHASE AGREEMENTPurchase Agreement • October 26th, 2012 • Halcon Resources Corp • Crude petroleum & natural gas • New York
Halcón Resources Corporation, a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to you, as the initial purchasers (the “Initial Purchasers”), $750,000,000 in aggregate principal amount of its 8 7/8% Senior Notes due 2021 (the “Notes”). The Notes will (i) have terms and provisions that are summarized in the Offering Memorandum (as defined below), and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into among the Company, the Guarantors (as defined below) and U.S. Bank Trust National Association, as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally guaranteed (the “Guarantees”) by the guarantors listed in Schedule II hereto (together the “Guarantors”). As used herein, the term “Notes” shall include the Guarantees, unless the context otherwise
17/8% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2018Purchase Agreement • September 13th, 2012 • Jarden Corp • Wholesale-miscellaneous nondurable goods • New York
Jarden Corporation, a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to you, as the initial purchasers (the “Initial Purchasers”), $450,000,000 in aggregate principal amount of its 17/8% Senior Subordinated Convertible Notes due 2018 (the “Firm Notes”). The Company also proposes to issue and sell to the Initial Purchasers, not more than an additional $50,000,000 of its 17/8% Senior Subordinated Convertible Notes due 2018 (the “Additional Notes”) if and to the extent that the Initial Purchasers shall have determined to exercise the right to purchase such 17/8% Senior Subordinated Convertible Notes due 2018 granted to the Initial Purchasers in Section 3(b) hereof. The Firm Notes and the Additional Notes are hereinafter collectively referred to as the “Notes.” The Notes will be guaranteed (collectively, the “Guarantees”) by the subsidiaries listed in Schedule II hereto (the “Guarantors”). As u
Global Geophysical Services, Inc. PURCHASE AGREEMENTPurchase Agreement • March 30th, 2012 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
Global Geophysical Services, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to you, as the initial purchasers (the “Initial Purchasers”), $50 million in aggregate principal amount of its 10.500% Senior Notes due 2017 (the “Notes”). The Notes will (i) have terms and provisions that are summarized in the Offering Memorandum (as defined below), and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into among the Company, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally guaranteed (the “Guarantees”) by the guarantors listed in Schedule II hereto (together the “Guarantors”). As used herein, the term “Notes” shall include the Guarantees, unless the c
GENTIVA HEALTH SERVICES, INC. PURCHASE AGREEMENTPurchase Agreement • November 9th, 2011 • Gentiva Health Services Inc • Services-home health care services • New York
The Notes are being issued in connection with the acquisition (the “Acquisition”) by the Company of Odyssey HealthCare, Inc., a Delaware corporation (“Odyssey”), pursuant to an Agreement and Plan of Merger dated as of May 23, 2010 (as amended, the “Merger Agreement”), by and among the Company, GTO Acquisition Corp., a Delaware corporation, and Odyssey. Upon consummation of the Acquisition, Odyssey will be a wholly-owned subsidiary of the Company. The Company expects to finance the Acquisition with (i) approximately $800.0 million of borrowings under a $925.0 million credit facility to be entered into with a syndicate of financial institutions (the “New Credit Facility” and, together with any other documents, agreements or instruments delivered in connection therewith, the “New Credit Facility Documentation”),
400,000,000 PETROHAWK ENERGY CORPORATION 7.25% Senior Notes due 2018 PURCHASE AGREEMENTPurchase Agreement • January 20th, 2011 • Petrohawk Energy Corp • Crude petroleum & natural gas • New York
GENTIVA HEALTH SERVICES, INC. PURCHASE AGREEMENTPurchase Agreement • August 17th, 2010 • Gentiva Health Services Inc • Services-home health care services • New York
The Notes are being issued in connection with the acquisition (the “Acquisition”) by the Company of Odyssey HealthCare, Inc., a Delaware corporation (“Odyssey”), pursuant to an Agreement and Plan of Merger dated as of May 23, 2010 (as amended, the “Merger Agreement”), by and among the Company, GTO Acquisition Corp., a Delaware corporation, and Odyssey. Upon consummation of the Acquisition, Odyssey will be a wholly-owned subsidiary of the Company. The Company expects to finance the Acquisition with (i) approximately $800.0 million of borrowings under a $925.0 million credit facility to be entered into with a syndicate of financial institutions (the “New Credit Facility” and, together with any other documents, agreements or instruments delivered in connection therewith, the “New Credit Facility Documentation”), (ii) cash proceeds from the issuance of the Notes and (iii) approximately $262.0 million of cash ((i), (ii) and (iii) collectively referred to herein as the “Financing Transaction
THE HILLMAN GROUP INC. PURCHASE AGREEMENTPurchase Agreement • August 16th, 2010 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • New York
Pursuant to an Agreement and Plan of Merger, dated as of April 21, 2010 (as amended, the “Merger Agreement”), by and among OHCP HM Acquisition Corp. (the “Acquisition Corp.”), Merger Sub, Hillman Companies and THC Representative, LLC, Acquisition Corp. will acquire Hillman Companies primarily in exchange for cash consideration of approximately $815 million, subject to certain adjustments (the “Acquisition”) pursuant to the merger of Merger Sub
PETROHAWK ENERGY CORPORATION 7.25% Senior Notes due 2018 PURCHASE AGREEMENTPurchase Agreement • August 6th, 2010 • Petrohawk Energy Corp • Crude petroleum & natural gas • New York
GLOBAL GEOPHYSICAL SERVICES, INC. PURCHASE AGREEMENTPurchase Agreement • April 27th, 2010 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
Global Geophysical Services, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to you, as the initial purchasers (the “Initial Purchasers”), $200 million in aggregate principal amount of its 10.500% Senior Notes due 2017 (the “Notes”). The Notes will (i) have terms and provisions that are summarized in the Offering Memorandum (as defined below), and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into among the Company, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally guaranteed (the “Guarantees”) by the guarantors listed in Schedule II hereto (together the “Guarantors”). As used herein, the term “Notes” shall include the Guarantees, unless the
WASTE SERVICES, INC. 91/2% Senior Subordinated Notes due 2014 PURCHASE AGREEMENTPurchase Agreement • September 21st, 2009 • Waste Services, Inc. • Refuse systems • New York
Waste Services, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to you, as representative of the initial purchasers (the “Initial Purchasers”), $50,000,000 in aggregate principal amount of its 91/2% Senior Subordinated Notes due 2014 (the “Notes”). The Notes will (i) have terms and provisions that are summarized in the Offering Memorandum (as defined below), and (ii) are to be issued pursuant to the Indenture, dated as of April 30, 2004 (as supplemented through the date hereof, the “Indenture”), among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally guaranteed (the “Guarantees”) by the guarantors listed in Schedule II hereto (together the “Guarantors”). As used herein,
Key Energy Services, Inc. PURCHASE AGREEMENTPurchase Agreement • November 15th, 2007 • Key Energy Services Inc • Drilling oil & gas wells • New York
LEHMAN BROTHERS INC. BANC OF AMERICA SECURITIES LLC MORGAN STANLEY & CO. INCORPORATED As Representatives of the several Initial Purchasers named in Schedule I attached hereto, c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019
