Common use of Additional Time of Sale Information Clause in Contracts

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B [See attached] Strictly confidential Pricing Term Sheet, dated May 3, 2016 to Preliminary Offering Memorandum, dated May 3, 2016 Hanesbrands Inc. This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum, dated May 3, 2016 (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Hanesbrands Inc. Security description: 4.625% Senior Notes due 2024 (the “2024 notes”) 4.875% Senior Notes due 2026 (the “2026 notes”) Distribution: Rule 144A/Regulation S for life Face: 2024 notes: $900,000,000 2026 notes: $900,000,000 Offering price: 2024 notes: 100.000% of face amount 2026 notes: 100.000% of face amount Maturity: 2024 notes: May 15, 2024 2026 notes: May 15, 2026 Coupon: 2024 notes: 4.625% 2026 notes: 4.875% Yield to maturity: 2024 notes: 4.625% 2026 notes: 4.875% Spread to benchmark treasury: 2024 notes: +296 basis points 2026 notes: +308 basis points Benchmark treasury: 2024 notes: UST 2.500% due May 15, 2024 2026 notes: UST 1.625% due February 15, 2026 Interest payment dates: 2024 notes: May 15 and November 15, commencing November 15, 2016 2026 notes: May 15 and November 15, commencing November 15, 2016 Record dates: 2024 notes: May 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2024 (three months prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2026 (three months prior to maturity): redemption at par Change of control triggering event: Putable at 101% of principal plus accrued and unpaid interest upon a Change of Control Triggering Event Trade date: May 3, 2016 Settlement: May 6, 2016 (T+3) CUSIP: 2024 notes: 144A: 000000XX0 Regulation S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation S: X00000XX0 ISIN: 2024 notes: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/Multiples: Denominations of $2,000 and larger integral multiples of $1,000 in excess thereof Ratings: [Intentionally Omitted] Joint book-running managers: X.X. Xxxxxx Securities LLC Barclays Capital Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third Securities, Inc. Scotia Capital (USA) Inc. * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Appears in 1 contract

Samples: Hanesbrands Inc.

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Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B [See attached] Strictly confidential $700,000,000 5.500% Senior Notes due 2022 $800,000,000 5.875% Senior Notes due 2025 Pricing Term Sheetterm sheet dated February 2, dated May 3, 2016 2015 to Preliminary Offering MemorandumMemorandum dated February 2, dated May 32015 of Netflix, 2016 Hanesbrands Inc. (the “Company”) This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum, dated May 3, 2016 (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned Other information (including financial information) presented in the Preliminary Offering MemorandumMemorandum is deemed to have changed to the extent affected by the changes described herein. The notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”)amended, or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes jurisdiction and are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Hanesbrands Inc. Security description: 4.625Terms Applicable to the 5.500% Senior Notes due 2024 (2022 Issuer: Netflix, Inc. Guarantees: The notes generally are not required to be guaranteed by any subsidiaries. In the “2024 notes”) 4.875% future, the notes may be guaranteed on a senior unsecured basis by certain domestic subsidiaries. Security Description: Senior Unsecured Notes due 2026 (the “2026 notes”) Distribution: Rule 144A/Regulation S for life RegS with Contingent Registration Rights Face: 2024 notes$700,000,000 Gross Proceeds: $900,000,000 2026 notes700,000,000 Coupon: $900,000,000 5.500% Maturity: February 15, 2022 Offering price: 2024 notesPrice: 100.000% of face amount 2026 notes: 100.000% of face amount Yield to Maturity: 2024 notes: May 15, 2024 2026 notes: May 15, 2026 Coupon: 2024 notes: 4.625% 2026 notes: 4.875% Yield to maturity: 2024 notes: 4.625% 2026 notes: 4.8755.500% Spread to benchmark treasuryTreasury: 2024 notes: +296 +404 basis points 2026 notes: +308 basis points Benchmark treasury: 2024 notesBenchmark: UST 2.500% due May 15, 2024 2026 notes: UST 1.6252.000% due February 15, 2026 2022 Interest payment datesPay Dates: 2024 notes: May April 15 and November October 15 Record Dates: April 1 and October 1 Beginning: October 15, commencing November 15, 2016 2026 notes2015 Optional Redemption: May 15 and November 15, commencing November 15, 2016 Record dates: 2024 notes: May 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: makeMake-whole redemption call at a discount rate of Treasury plus 50 bps On or after February 15, 2024 (three months T+50bps prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2026 (three months prior to maturity): redemption at par maturity Change of control triggering eventControl: Putable at Put @ 101% of principal plus accrued and unpaid interest upon a Change of Control Triggering Event Trade dateDate: May 3February 2, 2016 Settlement2015 Settlement Date: May 6, 2016 (T+3) February 5, 2015 CUSIP: 2024 notes: 144A: 000000XX0 Regulation 64110L AH9 Reg S: X00000XX0 2026 notesU74079 AD3 ISIN: 144A: 000000XX0 Regulation US64110LAH96 Reg S: X00000XX0 ISINUSU74079AD33 Denominations: 2024 notes2,000x1,000 Joint-Lead Bookrunners: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/Multiples: Denominations of $2,000 and larger integral multiples of $1,000 in excess thereof Ratings: [Intentionally Omitted] Joint book-running managers: Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Barclays Capital Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managersManager: BB&T Capital Markets, a division of BB&T Securities, Xxxxx & Company LLC Fifth Third SecuritiesTerms Applicable to the 5.875% Senior Notes due 2025 Issuer: Netflix, Inc. Scotia Capital Guarantees: The notes generally are not required to be guaranteed by any subsidiaries. In the future, the notes may be guaranteed on a senior unsecured basis by certain domestic subsidiaries. Security Description: Senior Unsecured Notes Distribution: 144A/RegS with Contingent Registration Rights Face: $800,000,000 Gross Proceeds: $800,000,000 Coupon: 5.875% Maturity: February 15, 2025 Offering Price: 100% Yield to Maturity: 5.875% Spread to Treasury: +426 basis points Benchmark: UST 7.625% due February 15, 2025 Interest Pay Dates: April 15 and October 15 Record Dates: April 1 and October 1 Beginning: October 15, 2015 Optional Redemption: Make-whole call at T+50bps prior to maturity Change of Control: Put @ 101% of principal plus accrued interest Trade Date: February 2, 2015 Settlement Date: (USAT+3) Inc. * A securities rating February 5, 2015 CUSIP: 144A: 64110L AK2 Reg S: U74079 AE1 ISIN: 144A: US64110LAK26 Reg S: USU74079AE16 Denominations: 2,000x1,000 Joint-Lead Bookrunners: Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxxx, Xxxxx & Co. Co-Manager: Xxxxx & Company LLC This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to qualified institutional buyers, as defined in Rule 144A under the Securities Act, and outside the United States solely to non-U.S. persons, as defined under Regulation S. This communication does not constitute an offer to sell the notes and is not a recommendation solicitation of an offer to buy, sell buy the notes in any jurisdiction where the offer or hold securities sale is not permitted. Any disclaimer or other notice that may appear below is not applicable to this communication and may should be subject to revision disregarded. Such disclaimer or withdrawal at any time.notice was automatically generated as a result of this communication being sent via Bloomberg or another communication system. ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States:

Appears in 1 contract

Samples: Netflix Inc

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B Pricing Term Sheet [See attached] Strictly confidential Pricing Term Sheet, dated May 3February 21, 2016 2024 to Preliminary Offering MemorandumMemorandum dated February 21, dated May 32024 Strictly Confidential EQM Midstream Partners, 2016 Hanesbrands Inc. LP This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering MemorandumMemorandum dated February 21, dated May 3, 2016 2024 (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities ActS) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Hanesbrands Inc. EQM Midstream Partners, LP Distribution: Rule 144A and Regulation S for life (no registration rights) Security descriptionDescription: 4.6256.375% Senior Notes due 2024 2029 (the “2024 notesNotes”) 4.875% Senior Notes due 2026 (the “2026 notes”) Distribution: Rule 144A/Regulation S for life Face: 2024 notesSize: $900,000,000 2026 notes600,000,000 Maturity: $900,000,000 Offering priceApril 1, 2029 Coupon: 2024 notes6.375% Issue Price: 100.000% of face amount 2026 notes: 100.000% of face amount Yield to Maturity: 2024 notes6.375% Interest Payment Dates: May 15April 1 and October 1 commencing October 1, 2024 2026 notesRecord Dates: May 15, 2026 Coupon: 2024 notes: 4.625% 2026 notes: 4.875% Yield to maturity: 2024 notes: 4.625% 2026 notes: 4.875% Spread to benchmark treasury: 2024 notes: +296 basis points 2026 notes: +308 basis points Benchmark treasury: 2024 notes: UST 2.500% due May 15, 2024 2026 notes: UST 1.625% due February 15, 2026 Interest payment dates: 2024 notes: May March 15 and November 15, commencing November 15, 2016 2026 notesSeptember 15 Optional Redemption: May 15 and November 15, commencing November 15, 2016 Record dates: 2024 notes: May 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: makeMake-whole redemption at a discount rate of Treasury plus 50 call @ T+50 bps On or after February 15, 2024 (three months prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15April 1, 2026 (three months prior the “First Call Date”). On and after the First Call Date, at the following redemption prices (expressed as percentages of the principal amount of the Notes to maturity): redemption at par be redeemed) plus accrued and unpaid interest, if any, on the Notes redeemed during the 12-month period beginning on April 1 of the years indicated below: Year Price 2026 103.188 % 2027 101.594 % 2028 and thereafter 100.000 % Change of control triggering event: Putable Control (with Ratings Downgrade): Put at 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest upon a Change of Control Triggering Event Trade date: May 3, 2016 Settlement: May 6, 2016 (T+3) interest. CUSIP: 2024 notes: 144A: 000000XX0 Regulation 00000XXX0 ISIN: REG S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation US26885BAP58 Trade Date: REG S: X00000XX0 ISINUSU26886AG33 February 21, 2024 Settlement: T+3; February 26, 2024 notes: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 The Company expects to deliver the Notes against payment for the Notes on or about the date specified on the cover page of the Preliminary Offering Memorandum, which will be the third business day following the date of the pricing of the Notes (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the second business day before delivery thereof will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the second business day before their delivery should consult their own advisors. Denominations/MultiplesMultiple: Denominations of $2,000 and larger integral multiples of x $1,000 in excess thereof Ratings*: [Intentionally Omitted] Ba3 (stable outlook, Xxxxx’x) BB- (negative outlook, S&P) BB (stable outlook, Fitch) Joint bookBook-running managersRunning Xxxxx Fargo Securities, LLC Managers: BofA Securities, Inc. TD Securities (USA) LLC Barclays Capital Inc. Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Barclays Capital MUFG Securities Americas Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third Securities, Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Truist Securities, Inc. U.S. Bancorp Investments, Inc. Co-Manager: WauBank Securities LLC ***** This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of these notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons outside the United States solely as defined under Regulation S. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. *A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Xxxxxxxxx or another email system. ANNEX C

Appears in 1 contract

Samples: Purchase Agreement (Equitrans Midstream Corp)

Additional Time of Sale Information. 1. Term Pricing term sheet containing the terms of the SecuritiesSecurities and the Guarantees, substantially in the form of Annex B. ANNEX B [See attached] Strictly confidential Pricing Term Sheet, dated May 3July 25, 2016 2024 to Preliminary Offering MemorandumMemorandum dated July 25, dated May 32024 Strictly Confidential Group 1 Automotive, 2016 Hanesbrands Inc. This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum, dated May 3, 2016 Memorandum (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities ActS) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Hanesbrands Group 1 Automotive, Inc. Security description: 4.6256.375% Senior Notes due 2024 (the “2024 notes”) 4.875% Senior Notes due 2026 (the “2026 notes”) 2030 Distribution: Rule 144A/Regulation S for life Face: 2024 notesReg S; no registration rights Size: $900,000,000 2026 notes500,000,000 Maturity: $900,000,000 Offering January 15, 2030 Coupon: 6.375% Issue price: 2024 notes: 100.000% of face principal amount 2026 notes: 100.000% of face amount Maturity: 2024 notes: May 15, 2024 2026 notes: May 15, 2026 Coupon: 2024 notes: 4.625% 2026 notes: 4.875% Yield to maturity: 2024 notes: 4.625% 2026 notes: 4.8756.375% Spread to benchmark treasuryTreasury: 2024 notes: +296 basis points 2026 notes: +308 +223 basis points Benchmark treasury: 2024 notesTreasury: UST 2.5004.25% due May 15June 30, 2024 2026 notes2029 Interest Payment Dates: UST 1.625% due February 15, 2026 Interest payment dates: 2024 notes: May January 15 and November July 15, commencing November January 15, 2016 2026 notes2025 Record Dates: May 15 and November 15, commencing November 15, 2016 Record dates: 2024 notes: May January 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2024 (three months prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2026 (three months prior to maturity): redemption at par Change of control triggering event: Putable at 101% of principal plus accrued and unpaid interest upon a Change of Control Triggering Event Trade date: May 3, 2016 Settlement: May 6, 2016 (T+3) CUSIP: 2024 notes: 144A: 000000XX0 Regulation S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation S: X00000XX0 ISIN: 2024 notes: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/Multiples: Denominations of $2,000 and larger integral multiples of $1,000 in excess thereof Ratings: [Intentionally Omitted] Joint book-running managers: X.X. Xxxxxx Securities LLC Barclays Capital Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third Securities, Inc. Scotia Capital (USA) Inc. * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.July 1

Appears in 1 contract

Samples: Dealer Agreement (Group 1 Automotive Inc)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. ANNEX Annex B [See attached] Strictly confidential Pricing Term SheetSheet PRICING SUPPLEMENT STRICTLY CONFIDENTIAL $200,000,000 Calumet Specialty Products Partners, dated May 3L.P. Calumet Finance Corp. 9 3/8% Senior Notes due 2019 September 8, 2016 to Preliminary Offering Memorandum, dated May 3, 2016 Hanesbrands Inc. 2011 This pricing term sheet Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering MemorandumMemorandum dated September 7, dated May 3, 2016 (the “Preliminary Offering Memorandum”)2011. The information in this pricing term sheet Pricing Supplement supplements the Preliminary Offering Memorandum and updates and and, except as expressly stated herein, supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms Capitalized terms used and but not defined herein in this Pricing Supplement have the respective meanings assigned ascribed to them in the Preliminary Offering Memorandum. The notes Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes Unless they are registered, the Notes may not be offered only in transactions that are exempt from registration under the Securities Act or sold the securities laws of any other jurisdiction. Accordingly, we are offering the Notes in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in buyers pursuant to Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Hanesbrands Inc. Security description: 4.625For further details about eligible offerees and resale restrictions, see “Transfer Restrictions” in the Preliminary Offering Memorandum. Terms Applicable to the 9 3/8% Senior Notes due 2024 2019 Issuers: Calumet Specialty Products Partners, L.P. Calumet Finance Corp. Principal Amount: $200,000,000 Net Proceeds: $180,000,000 (after deducting the “2024 notes”initial purchaser’s discount and estimated offering expenses and excluding accrued interest) 4.875Title of Securities: 9 3/8% Senior Notes due 2026 (the “2026 notes”) Distribution: Rule 144A/Regulation S for life Face: 2024 notes: $900,000,000 2026 notes: $900,000,000 Offering price: 2024 notes: 100.000% of face amount 2026 notes: 100.000% of face amount Maturity: 2024 notes2019 Final Maturity Date: May 151, 2024 2026 notes2019 Issue Price: May 1593%, 2026 plus accrued interest from April 21, 2011 Coupon: 2024 notes: 4.625% 2026 notes: 4.8759.375% Yield to maturityMaturity: 2024 notes: 4.625% 2026 notes: 4.875% Spread to benchmark treasury: 2024 notes: +296 basis points 2026 notes: +308 basis points Benchmark treasury: 2024 notes: UST 2.500% due May 15, 2024 2026 notes: UST 1.625% due February 15, 2026 Interest payment dates: 2024 notes: May 15 and November 15, commencing November 15, 2016 2026 notes: May 15 and November 15, commencing November 15, 2016 Record dates: 2024 notes: May 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2024 (three months prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2026 (three months prior to maturity): redemption at par Change of control triggering event: Putable at 101% of principal plus accrued and unpaid interest upon a Change of Control Triggering Event Trade date: May 3, 2016 Settlement: May 6, 2016 (T+3) CUSIP: 2024 notes: 144A: 000000XX0 Regulation S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation S: X00000XX0 ISIN: 2024 notes: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/Multiples: Denominations of $2,000 and larger integral multiples of $1,000 in excess thereof Ratings: [Intentionally Omitted] Joint book-running managers: X.X. Xxxxxx Securities LLC Barclays Capital Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third Securities, Inc. Scotia Capital (USA) Inc. * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.10.739%

Appears in 1 contract

Samples: Calumet Specialty Products Partners, L.P.

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B [See attached] Strictly confidential Term Sheet Pricing Term Sheet, dated May 317, 2016 to Preliminary Offering Memorandum, Memorandum dated May 317, 2016 Hanesbrands Strictly Confidential HomeStreet, Inc. This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum, dated May 3, 2016 Memorandum (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold only in the United States or to U.S. persons (as defined in Regulation S transactions that are exempt from registration under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements Act and applicable laws of the Securities Actother jurisdictions. Accordingly, the notes initially are being offered and sold only to (1a) persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and (2b) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Hanesbrands HomeStreet, Inc. Security descriptionRanking: 4.625% Senior Notes due 2024 (the “2024 notes”) 4.875% Senior Notes due 2026 (the “2026 notes”) Distribution: Rule 144A/Regulation S for life Face: 2024 notes144A / Reg D with Registration Rights Principal Amount: $900,000,000 65,000,000 Maturity Date: June 1, 2026 notesCoupon: $900,000,000 Offering price6.50% Issue Price: 2024 notes: 100.000% of face amount 2026 notes: 100.000% of face amount 100%, plus accrued interest, if any, from May 20, 2016 Yield to Maturity: 2024 notes6.50% Spread to Benchmark Treasury: May 15, 2024 2026 notes4.728% Benchmark Treasury: UST 1.625% Due May 15, 2026 CouponBenchmark Treasury Price and Yield: 2024 notes98-21; 1.772% Interest Payment Dates: 4.625% 2026 notes: 4.875% Yield to maturity: 2024 notes: 4.625% 2026 notes: 4.875% Spread to benchmark treasury: 2024 notes: +296 basis points 2026 notes: +308 basis points Benchmark treasury: 2024 notes: UST 2.500% due May 15June 1, 2024 2026 notes: UST 1.625% due February 15, 2026 Interest payment dates: 2024 notes: May 15 and November 15December 1, commencing November 15December 1, 2016 2026 notesOptional Redemption: May 15 and November 15Prior to March 1, commencing November 152026, 2016 Record dates: 2024 notes: May 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On call @ T+30 bpsRedeemable in whole or in part on or after February 15, 2024 (three months prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15March 1, 2026 (three months prior to maturity): redemption at par Change of control triggering event: Putable at 101100% of the principal amount of the notes, plus accrued and unpaid interest upon a Change interest, if any Registration Rights Commercially reasonable efforts to cause the registration statement to be filed within 120 days, to be effective within 180 days, and the exchange to be consummated within 210 days after the issuance of Control Triggering Event the notes. Trade dateDate: May 317, 2016 SettlementSettlement Date: T+3; May 620, 2016 (T+3) CUSIP: 2024 notes: 144A: 000000XX0 Regulation S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation S: X00000XX0 QIB CUSIP / ISIN:Accredited Investor CUSIP / ISIN: 2024 notes43785V AB8 / US43785VAB8043785V AC6 / US43785VAC63 Expected Rating*: 144ABBB- (Kroll) Minimum Denominations: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/Multiples: Denominations of $2,000 and larger integral multiples of $1,000 in excess thereof RatingsSole Book-Running Manager: [Intentionally Omitted] Joint bookSandler X’Xxxxx & Partners, L.P. This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of these notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to qualified institutional buyers as defined in Rule 144A under the Securities Act or institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and outside the United States solely to non-running managers: X.X. Xxxxxx Securities LLC Barclays Capital Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division U.S. persons as defined under Regulation S. This communication does not constitute an offer to sell or the solicitation of BB&T Securities, LLC Fifth Third Securities, Inc. Scotia Capital (USA) Inc. * an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. *A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. ANNEX C

Appears in 1 contract

Samples: Registration Rights Agreement (HomeStreet, Inc.)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. ANNEX Annex B [See attached] Strictly confidential Pricing Term SheetSheet PRICING SUPPLEMENT STRICTLY CONFIDENTIAL $325,000,000 Calumet Specialty Products Partners, dated May 3L.P. Calumet Finance Corp. 7.75% Senior Notes due 2023 March 24, 2016 to Preliminary Offering Memorandum, dated May 3, 2016 Hanesbrands Inc. 2015 This pricing term sheet Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering MemorandumMemorandum dated March 24, dated May 3, 2016 (the “Preliminary Offering Memorandum”)2015. The information in this pricing term sheet Pricing Supplement supplements the Preliminary Offering Memorandum and updates and and, except as expressly stated herein, supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms Capitalized terms used and but not defined herein in this Pricing Supplement have the respective meanings assigned ascribed to them in the Preliminary Offering Memorandum. The notes Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes Unless they are registered, the Notes may not be offered only in transactions that are exempt from registration under the Securities Act or sold the securities laws of any other jurisdiction. Accordingly, we are offering the Notes in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in buyers pursuant to Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Hanesbrands Inc. Security description: 4.625For further details about eligible offerees and resale restrictions, see “Transfer Restrictions” in the Preliminary Offering Memorandum. Terms Applicable to the 7.75% Senior Notes due 2024 (the “2024 notes”) 4.8752023 Issuers: Calumet Specialty Products Partners, L.P. Calumet Finance Corp. Principal Amount: $325,000,000 Gross Proceeds: $322,585,250 Net Proceeds: $317,000,000 Title of Securities: 7.75% Senior Notes due 2026 (the “2026 notes”) Distribution2023 Final Maturity Date: Rule 144A/Regulation S for life Face: 2024 notes: $900,000,000 2026 notes: $900,000,000 Offering price: 2024 notes: 100.000% of face amount 2026 notes: 100.000% of face amount Maturity: 2024 notes: May April 15, 2024 2026 notes2023 Issue Price: May 1599.257%, 2026 plus accrued interest from March 27, 2015 Coupon: 2024 notes: 4.625% 2026 notes: 4.8757.75% Yield to maturityMaturity: 2024 notes7.875% Interest Payment Dates: 4.625% 2026 notes: 4.875% Spread to benchmark treasury: 2024 notes: +296 basis points 2026 notes: +308 basis points Benchmark treasury: 2024 notes: UST 2.500% due May April 15 and October 15, 2024 2026 notes: UST 1.625% due February beginning on October 15, 2026 Interest payment dates2015 Record Dates: 2024 notes: May 15 and November 15, commencing November 15, 2016 2026 notes: May 15 and November 15, commencing November 15, 2016 Record dates: 2024 notes: May April 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2024 (three months prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2026 (three months prior to maturity): redemption at par Change of control triggering event: Putable at 101% of principal plus accrued and unpaid interest upon a Change of Control Triggering Event Trade date: May 3, 2016 Settlement: May 6, 2016 (T+3) CUSIP: 2024 notes: 144A: 000000XX0 Regulation S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation S: X00000XX0 ISIN: 2024 notes: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/Multiples: Denominations of $2,000 and larger integral multiples of $1,000 in excess thereof Ratings: [Intentionally Omitted] Joint book-running managers: X.X. Xxxxxx Securities LLC Barclays Capital Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third Securities, Inc. Scotia Capital (USA) Inc. * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.October 1

Appears in 1 contract

Samples: Purchase Agreement (Calumet Specialty Products Partners, L.P.)

Additional Time of Sale Information. 1. Term Pricing term sheet containing the terms of the SecuritiesSecurities and the Guarantees, substantially in the form of Annex B. ANNEX B [See attached] Strictly confidential Pricing Term Sheet, dated May August 3, 2016 2020 to Preliminary Offering Memorandum, Memorandum dated May August 3, 2016 Hanesbrands 2020 Strictly Confidential Group 1 Automotive, Inc. This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum, dated May 3, 2016 Memorandum (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities ActS) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Hanesbrands Group 1 Automotive, Inc. Security description: 4.6254.000% Senior Notes due 2024 2028 (the “2024 notes”) 4.875% Senior Notes due 2026 (the “2026 notesNotes”) Distribution: Rule 144A/Regulation S for life Face: 2024 notesReg S; no registration rights Size: $900,000,000 2026 notes550,000,000 Maturity: $900,000,000 Offering August 15, 2028 Coupon: 4.000% Issue price: 2024 notes: 100.000% of face amount 2026 notes: 100.000% of face amount Maturity: 2024 notes: May 15principal amount, 2024 2026 notes: May 15plus accrued interest, 2026 Coupon: 2024 notes: 4.625% 2026 notes: 4.875% if any, from August 17, 2020 Yield to maturity: 2024 notes: 4.625% 2026 notes: 4.8754.000% Spread to benchmark treasuryTreasury: 2024 notes: +296 basis points 2026 notes: +308 +354 basis points Benchmark treasury: 2024 notesTreasury: UST 2.5002.875% due May August 15, 2028 Interest Payment Dates: February 15 and August 15, commencing February 15, 2021 Record Dates: February 1 and August 1 Equity clawback: Up to 40% at 104.000% prior to August 15, 2023 Optional redemption: Make-whole call at T+50 bps prior to August 15, 2023 then: On or after: Price: August 15, 2023 102.000% August 15, 2024 2026 notes: UST 1.625101.333% due February August 15, 2025 100.667% August 15, 2026 Interest payment dates: 2024 notes: May 15 and November 15, commencing November 15, 2016 2026 notes: May 15 and November 15, commencing November 15, 2016 Record dates: 2024 notes: May 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2024 (three months prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2026 (three months prior to maturity): redemption at par thereafter 100.000% Change of control triggering eventcontrol: Putable Puttable at 101% of principal plus accrued and unpaid interest upon a Change of Control Triggering Event to, but excluding, the repurchase date. Trade date: May 3Xxxxxx 0, 2016 Settlement0000 Xxxxxxxxxx date: May 6August 17, 2016 2020 (T+3) T+10). It is expected that delivery of the notes will be made against payment therefor on or about August 17, 2020, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next seven business days will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the settlement date should consult their own advisors. CUSIP: 2024 notes: Rule 144A: 000000XX0 Regulation S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation Reg S: X00000XX0 ISIN: 2024 notes: Rule 144A: US410345AJ12 Regulation US398905AN98 Reg S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 USU03903AE82 Denominations/MultiplesMultiple: Denominations of $2,000 and larger integral multiples of x $1,000 in excess thereof Ratings: [Intentionally Omitted] Joint book-running managersBookrunners: X.X. Xxxxxx Securities LLC Barclays Capital Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Fargo Securities, LLC Fifth Third BofA Securities, Inc. Scotia Capital (USA) BBVA Securities Inc. * A securities rating Co-Managers: Comerica Securities, Inc. U.S. Bancorp Investments, Inc. This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a recommendation complete description of these notes or the offering. Please refer to buythe Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act, and outside the United States solely to Non-U.S. persons as defined under Regulation S. This communication does not constitute an offer to sell or hold the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any disclaimer or other notice that may appear below is not applicable to this communication and may should be subject to revision disregarded. Such disclaimer or withdrawal at any time.notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. ANNEX C

Appears in 1 contract

Samples: Date of Agreement    Agreement (Group 1 Automotive Inc)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. ANNEX B [See attached] Strictly confidential Pricing Term SheetSupplement dated December 18, dated May 3, 2016 2012 to Preliminary Offering MemorandumMemorandum dated December 18, dated May 3, 2016 Hanesbrands 2012 Avaya Inc. $290,000,000 9.00% Senior Secured Notes due 2019 This pricing term sheet supplement (this “Supplement”) is qualified in its entirety by reference to the Preliminary Offering Memorandumpreliminary offering memorandum dated December 18, dated May 3, 2016 2012 (the “Preliminary Offering Memorandum”). The information in this pricing term sheet Supplement supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms Capitalized terms used and but not defined herein have the meanings assigned to them in the Preliminary Offering Memorandum. The notes offer and sale of the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”)amended, or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, and the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in buyers under Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under S. Other information presented in the Securities ActPreliminary Offering Memorandum is deemed to have changed to the extent affected by the changes described herein. Issuer: Hanesbrands Avaya Inc. Security descriptionTitle of Securities: 4.6259.00% Senior Secured Notes due 2024 (the “2024 notes”) 4.875% Senior Notes due 2026 (the “2026 notes”) Distribution: Rule 144A/Regulation S for life Face: 2024 notes2019 Aggregate Principal Amount: $900,000,000 2026 notes290,000,000 Gross Proceeds to the Issuer: $900,000,000 Offering price290,000,000 Final Maturity Date: 2024 notesApril 1, 2019 Issue Price: 100.000% of face amount 2026 notesplus accrued interest, if any, from December 21, 2012 Coupon: 100.0009.00% of face amount per annum Yield to Maturity: 2024 notes: May 15, 2024 2026 notes: May 15, 2026 Coupon: 2024 notes: 4.625% 2026 notes: 4.875% Yield to maturity: 2024 notes: 4.625% 2026 notes: 4.8759.000% Spread to benchmark treasuryTreasury: 2024 notes776 bps Benchmark: +296 basis points 2026 notes: +308 basis points Benchmark treasury: 2024 notes: UST 2.5001.000% due May 15November 30, 2024 2026 notes2019 Annex B-1 Interest Payment Dates: UST 1.625% due February 15, 2026 Interest payment datesApril 1 and October 1 Record Dates: 2024 notes: May March 15 and November 15September 15 First Interest Payment Date: April 1, commencing November 15, 2013 Optional Redemption: Commencing on April 1 of the years indicated below: Price 2015 104.500 % 2016 2026 notes: May 15 102.250 % 2017 and November 15, commencing November 15, 2016 Record dates: 2024 notes: May 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notesthereafter 100.000 % Equity Clawback: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15the Issuer’s option, 2024 (three months prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15April 1, 2026 (three months prior 2015, up to maturity): redemption at par Change of control triggering event: Putable at 10135% of the original aggregate principal amount of the notes at 109.000% of the principal amount thereof plus accrued and unpaid interest upon a Change of Control Triggering Event Trade date: May 3, 2016 Settlement: May 6, 2016 (T+3) CUSIP: 2024 notes: 144A: 000000XX0 Regulation S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation S: X00000XX0 ISIN: 2024 notes: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/Multiples: Denominations of $2,000 and larger integral multiples of $1,000 in excess thereof Ratings: [Intentionally Omitted] Joint book-running managers: X.X. Xxxxxx Securities LLC Barclays Capital Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third Securities, Inc. Scotia Capital (USA) Inc. * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal as long as at any timeleast 50% remains outstanding.

Appears in 1 contract

Samples: Purchase Agreement (Avaya Inc)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. ANNEX Annex B [See attached] Strictly confidential Pricing Term SheetSheet PRICING SUPPLEMENT STRICTLY CONFIDENTIAL $900,000,000 Calumet Specialty Products Partners, dated May 3L.P. Calumet Finance Corp. 6.500% Senior Notes due 2021 March 26, 2016 to Preliminary Offering Memorandum, dated May 3, 2016 Hanesbrands Inc. 2014 This pricing term sheet Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering MemorandumMemorandum dated March 26, dated May 3, 2016 (the “Preliminary Offering Memorandum”)2014. The information in this pricing term sheet Pricing Supplement supplements the Preliminary Offering Memorandum and updates and and, except as expressly stated herein, supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms Capitalized terms used and but not defined herein in this Pricing Supplement have the respective meanings assigned ascribed to them in the Preliminary Offering Memorandum. The notes Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes Unless they are registered, the Notes may not be offered only in transactions that are exempt from registration under the Securities Act or sold the securities laws of any other jurisdiction. Accordingly, we are offering the Notes in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in buyers pursuant to Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Hanesbrands Inc. Security description: 4.625For further details about eligible offerees and resale restrictions, see “Transfer Restrictions” in the Preliminary Offering Memorandum. Terms Applicable to the 6.500% Senior Notes due 2024 2021 Issuers: Calumet Specialty Products Partners, L.P. Calumet Finance Corp. Principal Amount: $900,000,000 (the “2024 notes”upsized from $850,000,000) 4.875Gross Proceeds: $900,000,000 Title of Securities: 6.500% Senior Notes due 2026 (the “2026 notes”) Distribution2021 Final Maturity Date: Rule 144A/Regulation S for life Face: 2024 notes: $900,000,000 2026 notes: $900,000,000 Offering price: 2024 notesApril 15, 2021 Issue Price: 100.000% of face amount 2026 notes: 100.000% of face amount Maturity: 2024 notes: May 15%, 2024 2026 notes: May 15plus accrued interest from March 31, 2026 2014 Coupon: 2024 notes: 4.625% 2026 notes: 4.8756.500% Yield to maturityMaturity: 2024 notes6.500% Interest Payment Dates: 4.625% 2026 notes: 4.875% Spread to benchmark treasury: 2024 notes: +296 basis points 2026 notes: +308 basis points Benchmark treasury: 2024 notes: UST 2.500% due May April 15 and October 15, 2024 2026 notes: UST 1.625% due February beginning on October 15, 2026 Interest payment dates2014 Record Dates: 2024 notes: May 15 and November 15, commencing November 15, 2016 2026 notes: May 15 and November 15, commencing November 15, 2016 Record dates: 2024 notes: May April 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2024 (three months prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2026 (three months prior to maturity): redemption at par Change of control triggering event: Putable at 101% of principal plus accrued and unpaid interest upon a Change of Control Triggering Event Trade date: May 3, 2016 Settlement: May 6, 2016 (T+3) CUSIP: 2024 notes: 144A: 000000XX0 Regulation S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation S: X00000XX0 ISIN: 2024 notes: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/Multiples: Denominations of $2,000 and larger integral multiples of $1,000 in excess thereof Ratings: [Intentionally Omitted] Joint book-running managers: X.X. Xxxxxx Securities LLC Barclays Capital Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third Securities, Inc. Scotia Capital (USA) Inc. * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.October 1

Appears in 1 contract

Samples: Purchase Agreement (Calumet Specialty Products Partners, L.P.)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B [See attached] Strictly confidential Pricing Term Sheet, dated May 323, 2016 to Preliminary Offering Memorandum, Memorandum dated May 317, 2016 Hanesbrands Strictly Confidential U.S. Concrete, Inc. This pricing term sheet is qualified in its entirety by made with reference to the Preliminary Offering Memorandum, dated May 3, 2016 Memorandum (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”)amended, or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities ActS) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Hanesbrands U.S. Concrete, Inc. Security description: 4.625% Senior Notes due 2024 (the “2024 notes”) 4.875% Senior Notes due 2026 (the “2026 notes”) Distribution: Rule 144A/Regulation Reg S for life Face: 2024 notesregistration rights Size: $900,000,000 2026 notes400,000,000 Gross proceeds: $900,000,000 Offering 400,000,000 Maturity: June 1, 2024 Coupon: 6.375% Issue price: 2024 notes: 100.000% of face amount 2026 notes: 100.000% of face amount Maturity: 2024 notes: May 15, 2024 2026 notes: May 15, 2026 Coupon: 2024 notes: 4.625% 2026 notes: 4.875% amount. Yield to maturity: 2024 notes: 4.625% 2026 notes: 4.8756.375% Spread to benchmark treasuryBenchmark Treasury: 2024 notes: +296 basis points 2026 notes: +308 basis points +452bps Benchmark treasury: 2024 notesTreasury: UST 2.5002.5% due May 15, 2024 2026 notesInterest Payment Dates: UST 1.625% due February 15, 2026 Interest payment dates: 2024 notes: May 15 June 1 and November 15December 1, commencing November 15December 1, 2016 2026 notesEquity clawback: May 15 and November 15Up to 35% at 106.375% prior to June 1, commencing November 15, 2016 Record dates: 2024 notes: May 1 and November 1 2026 notes: May 1 and November 1 2019 Optional redemption: 2024 notes: At any time: makeMake-whole redemption at a discount rate of Treasury plus 50 bps call @ T+50bps prior to June 1, 2019 then: On or after February 15after: Price: June 1, 2024 (three months prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 152019 104.781% June 1, 2026 (three months prior to maturity): redemption at par 2020 103.188% June 1, 2021 101.594% June 1, 2022 and thereafter 100.000% Change of control triggering eventcontrol: Putable at 101% of principal plus accrued and unpaid interest upon a Change of Control Triggering Event Trade date: May 323, 2016 Settlement: May 6T+10; June 7, 2016 (T+3) 2016. CUSIP: 2024 notes: 144A: 000000XX0 Regulation CUSIP No. 00000XXX0 REG S: X00000XX0 2026 notesCUSIP No. X0000XXX0 ISIN: 144A: 000000XX0 Regulation ISIN No. US90333LAM46 REG S: X00000XX0 ISIN: 2024 notes: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 ISIN No. USU9033EAE87 Denominations/MultiplesMultiple: Denominations of $2,000 and larger integral multiples of x $1,000 in excess thereof Ratings*: [Intentionally Omitted] Joint bookB3/BB- Book-running managersRunning Managers: X.X. Xxxxxx Securities LLC Barclays UBS Securities LLC Senior Co-Managers: RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. HSBC Co-Managers: Capital One Securities, Inc. Mitsubishi UFJ Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third Securities), Inc. Scotia Capital (USA) Inc. * Use of Proceeds Estimated net proceeds to the Issuer from the offering of notes will be approximately $392.5 million, after deducting the Initial Purchasers’ discounts and commissions and estimated offering expenses. This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of these notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, and outside the United States solely to Non-U.S. persons as defined under Regulation S. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. *A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States:

Appears in 1 contract

Samples: Us Concrete Inc

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B [See attached] Strictly confidential Pricing Term Sheet, dated May 3December 1, 2016 2017 to Preliminary Offering MemorandumMemorandum dated November 27, dated May 3, 2016 Hanesbrands Inc. 2017 Strictly Confidential XXXXXXXX INTERNATIONAL CORPORATION This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandumpreliminary offering memorandum dated November 27, dated May 3, 2016 2017 (the “Preliminary Offering Memorandum”)) of Xxxxxxxx International Corporation. The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Hanesbrands Inc. Xxxxxxxx International Corporation Security description: 4.6255.250% Senior Notes due 2024 (the “2024 notes”) 4.875% Senior Notes due 2026 (the “2026 notes”) 2025 Distribution: Rule 144A/144A / Regulation S for life Face: 2024 notesS, without registration rights Size: $900,000,000 2026 notes300,000,000 Gross proceeds: $900,000,000 Offering 300,000,000 Maturity: December 1, 2025 Coupon: 5.250% Issue price: 2024 notes: 100.000% of face amount 2026 notes: 100.000% of face amount Maturity: 2024 notes: May 15%, 2024 2026 notes: May 15plus accrued interest, 2026 Coupon: 2024 notes: 4.625% 2026 notes: 4.875% if any, from December 6, 2017 Yield to maturity: 2024 notes: 4.625% 2026 notes: 4.8755.250% Spread to benchmark treasury: 2024 notes: +296 basis points 2026 notes: +308 basis points +295 bps Benchmark treasury: 2024 notes: UST 2.5002.25% due May November 15, 2024 2026 notes: UST 1.625% due February 15, 2026 2025 Interest payment dates: 2024 notes: May 15 June 1 and November 15December 1, commencing November 15June 1, 2016 2026 notes2018 Equity clawback: May 15 and November 15Up to 35% at 105.25% prior to December 1, commencing November 15, 2016 Record dates: 2024 notes: May 1 and November 1 2026 notes: May 1 and November 1 2020 Optional redemption: 2024 notes: At any time: makeMake-whole redemption at a discount rate of Treasury plus 50 call @ T+50 bps On or after February 15, 2024 (three months prior to maturity): December 1, 2020 On and after December 1, 2020, in whole or in part, at the redemption at par 2026 notesprices set forth below (expressed as a percentage of principal amount of the notes to be redeemed), plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of the years indicated below: At any timeYear: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2026 (three months prior to maturity): redemption at par Price: 2020 103.938% 2021 102.625% 2022 101.313% 2023 and thereafter 100.000% Change of control triggering eventcontrol: Putable at 101% of principal principal, plus accrued and unpaid interest upon a Change to, but not including, the date of Control Triggering Event purchase Trade date: May 3December 1, 2016 2017 Settlement: May T+3; December 6, 2016 2017 It is expected that delivery of the notes will be made against payment therefor on or about December 6, 2017, which is the third business day following the date hereof (such settlement cycle being referred to as “T+3) ”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to their delivery will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their delivery should consult their advisors. CUSIP and ISIN numbers: 144A Notes Reg S Notes CUSIP: 2024 notes577128 AA9 CUSIP: 144A: 000000XX0 Regulation S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation S: X00000XX0 U57624 AA3 ISIN: 2024 notesUS577128AA93 ISIN: 144AUSU57624AA31 Denominations / multiple: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/Multiples: Denominations of $2,000 and larger integral multiples of x $1,000 in excess thereof Ratings*: [Intentionally Omittedomitted.] Joint book-running managers: X.X. Xxxxxx Securities LLC Barclays Capital Inc. HSBC Securities (USA) SunTrust Xxxxxxxx Xxxxxxxx, Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T X. Xxxxx FBR, Inc. Citizens Capital Markets, a division of BB&T Inc. CJS Securities, LLC Inc. Fifth Third Securities, Inc. Scotia HSBC Securities (USA) Inc. Loop Capital Markets LLC Macquarie Capital (USA) Inc. MUFG Securities Americas Inc. PNC Capital Markets LLC TD Securities (USA) LLC The Huntington Investment Company This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of these notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to persons in offshore transactions in reliance on Regulation S under the Securities Act. The notes have not been and will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirement. * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. ANNEX C

Appears in 1 contract

Samples: Matthews International Corp

Additional Time of Sale Information. 1. Term Pricing term sheet containing the terms of the SecuritiesSecurities and the Guarantees, substantially in the form of Annex B. ANNEX B [See attached] Strictly confidential Pricing Term Sheet, dated May 3October 6, 2016 2021 to Preliminary Offering MemorandumMemorandum dated October 6, dated May 32021 Strictly Confidential Group 1 Automotive, 2016 Hanesbrands Inc. This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum, dated May 3, 2016 Memorandum (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities ActS) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Hanesbrands Group 1 Automotive, Inc. Security description: 4.6254.000% Senior Notes due 2024 2028 (the “2024 new notes”) 4.875% Senior Notes due 2026 (). The new notes are being offered as additional notes under an indenture pursuant to which the “2026 notes”) issuer issued $550,000,000 aggregate principal amount of the initial notes on August 17, 2020. The new notes and the initial notes will be treated as a single class of securities under the indenture Distribution: Rule 144A/Regulation S for life Face: 2024 notesReg S; no registration rights Size: $900,000,000 2026 200,000,000. Immediately following the issuance of the new notes, there will be $750,000,000 aggregate principal amount of notes outstanding Maturity: $900,000,000 Offering August 15, 2028 Coupon: 4.000% Issue price: 2024 notes: 100.000100.250% of face amount 2026 notes: 100.000% of face amount Maturity: 2024 notes: May principal amount, plus accrued interest, if any, from August 15, 2024 2026 notes: May 15, 2026 Coupon: 2024 notes: 4.625% 2026 notes: 4.875% 2021 Yield to maturity: 2024 notes: 4.625% 2026 notes: 4.8753.957% Spread to benchmark treasuryTreasury: 2024 notes: +296 basis points 2026 notes: +308 +269 basis points Benchmark treasury: 2024 notesTreasury: UST 2.5002.875% due May August 15, 2028 Interest Payment Dates: February 15 and August 15. Interest on the new notes will accrue from August 15, 2021, the first day of the current interest period for the initial notes, and the first interest payment date will be February 15, 2022. Record Dates: February 1 and August 1 Equity clawback: Up to 40% at 104.000% prior to August 15, 2023 Optional redemption: Make-whole call at T+50 bps prior to August 15, 2023 then: On or after: Price: August 15, 2023 102.000% August 15, 2024 2026 notes: UST 1.625101.333% due February August 15, 2025 100.667% August 15, 2026 Interest payment dates: 2024 notes: May 15 and November 15, commencing November 15, 2016 2026 notes: May 15 and November 15, commencing November 15, 2016 Record dates: 2024 notes: May 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2024 (three months prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2026 (three months prior to maturity): redemption at par thereafter 100.000% Change of control triggering eventcontrol: Putable Puttable at 101% of principal plus accrued and unpaid interest upon a Change of Control Triggering Event to, but excluding, the repurchase date. Trade date: May 3, 2016 Settlement: May October 6, 2016 2021 Settlement date: October 21, 2021 (T+3) T+10). It is expected that delivery of the notes will be made against payment therefor on or about October 21, 2021, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next seven business days will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the settlement date should consult their own advisors. CUSIP: 2024 notes: Rule 144A: 000000XX0 Regulation Reg S: X00000XX0 2026 notesU03903 AF5 ISIN: Rule 144A: 000000XX0 Regulation US398905AN98 Reg S: X00000XX0 ISIN: 2024 notes: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 USU03903AF57 Denominations/MultiplesMultiple: Denominations of $2,000 and larger integral multiples of x $1,000 in excess thereof RatingsBookrunners: [Intentionally Omitted] Joint book-running managers: BofA Securities, Inc. X.X. Xxxxxx Securities LLC Barclays Capital Xxxxx Fargo Securities, LLC U.S. Bancorp Investments, Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior coCo-managerManagers: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third Truist Securities, Inc. Scotia Capital (USA) Comerica Securities, Inc. * A securities rating This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a recommendation complete description of these notes or the offering. Please refer to buythe Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act, and outside the United States solely to Non-U.S. persons as defined under Regulation S under the Securities Act. This communication does not constitute an offer to sell or hold the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any disclaimer or other notice that may appear below is not applicable to this communication and may should be subject to revision disregarded. Such disclaimer or withdrawal at any time.notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. ANNEX C

Appears in 1 contract

Samples: Date of Agreement    Agreement (Group 1 Automotive Inc)

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Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B [See attached] Strictly confidential Pricing Term Sheet, dated May 3September 23, 2016 2024 to Preliminary Offering MemorandumMemorandum dated September 23, dated May 3, 2016 Hanesbrands Inc. 2024 Strictly Confidential XXXXXXXX INTERNATIONAL CORPORATION This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandumpreliminary offering memorandum dated September 23, dated May 3, 2016 2024 (the “Preliminary Offering Memorandum”)) of Xxxxxxxx International Corporation. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Preliminary Offering Memorandum. The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), ) or the securities laws of any other jurisdiction. The notes , and may not be offered offered, sold or sold in the United States otherwise transferred absent registration or to U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt an exemption from, or in a transaction not subject to, the registration requirements of the Securities ActAct or any other applicable securities laws. Accordingly, the notes are being offered and sold only to (1) persons reasonably believed to be qualified institutional buyers” as defined buyers in reliance on Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons outside the United States in compliance with reliance on Regulation S under the Securities Act. Issuer: Hanesbrands Inc. Security descriptionXxxxxxxx International Corporation Security: 4.6258.625% Senior Secured Second Lien Notes due 2024 (the “2024 notes”) 4.875% Senior Notes due 2026 (the “2026 notes”) Distribution: Rule 144A/Regulation S for life Face: 2024 notes2027 Principal Amount: $900,000,000 2026 notes300,000,000 Maturity: October 1, 2027 Coupon: 8.625% Issue price: 100.000%, plus accrued interest, if any, from September 27, 2024 Gross proceeds: $900,000,000 Offering price: 2024 notes: 100.000% of face amount 2026 notes: 100.000% of face amount Maturity: 2024 notes: May 15, 2024 2026 notes: May 15, 2026 Coupon: 2024 notes: 4.625% 2026 notes: 4.875% 300,000,000 Yield to maturity: 2024 notes: 4.6258.625% 2026 notes: 4.875% Spread to benchmark treasury: 2024 notes: +296 basis points 2026 notes: +308 basis points Benchmark treasury: 2024 notes: UST 2.500% due May 15, 2024 2026 notes: UST 1.625% due February 15, 2026 Interest payment dates: 2024 notes: May 15 April 1 and November 15October 1, commencing November 15April 1, 2016 2026 notes: May 15 and November 15, commencing November 15, 2016 2025 Record dates: 2024 notesMarch 15 and September 15 Equity clawback: May 1 and November 1 2026 notes: May 1 and November 1 Up to 40% at 108.625% prior to October 1, 2025 Annex B-1 Optional redemption: 2024 notes: At any time: makeMake-whole redemption at a discount rate of Treasury plus 50 call @ T+50 bps On or after February 15, 2024 (three months prior to maturity): October 1, 2025 On and after October 1, 2025, in whole or in part, at the redemption at par prices (expressed as a percentage of principal amount of the notes to be redeemed) set forth below, plus accrued and unpaid interest on the notes, if any, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October 1 of each of the years indicated below: Year: Price: 2025 104.313% 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2026 (three months prior to maturity): redemption at par and thereafter 100.000% Change of control triggering eventcontrol: Putable at 101% of principal principal, plus accrued and unpaid interest upon a Change to, but not including, the date of Control Triggering Event purchase Trade date: May 3September 23, 2016 2024 Settlement: May 6September 27, 2016 2024 (T+3T+4) CUSIP: 2024 notes: 144A: 000000XX0 Regulation S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation S: X00000XX0 ISIN: 2024 notes: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/Multiples: Denominations It is expected that delivery of $2,000 the notes will be made against payment therefor on or about September 27, 2024, which is the fourth business day following the date hereof (this settlement cycle being referred to as “T+4”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the date that is one business day prior to the settlement date will be required, by virtue of the fact that the notes will not initially settle in T+1, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and larger integral multiples of $1,000 in excess thereof Ratings: [Intentionally Omitted] should consult their own advisors. Joint book-running managers: Truist Securities, Inc. BofA Securities, Inc. Citizens JMP Securities, LLC X.X. Xxxxxx Securities LLC Barclays PNC Capital Markets LLC TD Securities (USA) LLC Xxxxx Fargo Securities, LLC Lead manager: Xxxxxxxxxxx & Co. Inc. Co-managers: Citigroup Global Markets Inc. M&T Securities, Inc. X. Xxxxx Securities, Inc. CJS Securities, Inc. HSBC Securities (USA) Inc. Xxxxxxx LynchWauBank Securities LLC Annex B-2 Ratings*: B3 (Xxxxx’x) / B+ (S&P) / BB- Fitch XXXXX and ISIN numbers: 144A Notes Reg S Notes CUSIP: 000000XX0 CUSIP: U57624 AB1 ISIN: US577128AC59 ISIN: USU57624AB14 Denominations / multiple: $2,000 x $1,000 Distribution: Rule 144A / Regulation S, Piercewithout registration rights This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication shall not constitute an offer to sell or a solicitation of an offer to buy the notes, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxxnor shall there be any sale of the notes in any state or jurisdiction in which such offer, Xxxxx & Co. Senior cosolicitation or sale would be unlawful. The notes are being offered and sold only to (1) persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and (2) to non-manager: PNC Capital Markets LLC Co-managers: BB&T Capital MarketsU.S. persons outside the United States in reliance on Regulation S under the Securities Act. The notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered, sold or otherwise transferred absent registration or an exemption from, or in a division transaction not subject to, the registration requirements of BB&T Securities, LLC Fifth Third Securities, Inc. Scotia Capital (USA) Inc. * the Securities Act or any other applicable securities laws. *A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. ANNEX C

Appears in 1 contract

Samples: Purchase Agreement (Matthews International Corp)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. ANNEX Annex B [See attached] Strictly confidential Pricing Term SheetSheet PRICING SUPPLEMENT STRICTLY CONFIDENTIAL $400,000,000 Calumet Specialty Products Partners, dated May 3L.P. Calumet Finance Corp. 11.5% Senior Secured Notes due 2021 April 15, 2016 to Preliminary Offering Memorandum, dated May 3, 2016 Hanesbrands Inc. This pricing term sheet Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering MemorandumMemorandum dated April 6, dated May 3, 2016 (the “Preliminary Offering Memorandum”)2016. The information in this pricing term sheet Pricing Supplement supplements the Preliminary Offering Memorandum and updates and and, except as expressly stated herein, supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms Capitalized terms used and but not defined herein in this Pricing Supplement have the respective meanings assigned ascribed to them in the Preliminary Offering Memorandum. The notes Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes Unless they are registered, the Notes may not be offered only in transactions that are exempt from registration under the Securities Act or sold the securities laws of any other jurisdiction. Accordingly, we are offering the Notes in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in buyers pursuant to Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons institutional investors in compliance with Regulation S under the Securities Act. Issuer: Hanesbrands Inc. Security description: 4.625For further details about eligible offerees and resale restrictions, see “Transfer Restrictions” in the Preliminary Offering Memorandum. Terms Applicable to the 11.5% Senior Secured Notes due 2024 (the “2024 notes”) 4.8752021 Issuers: Calumet Specialty Products Partners, L.P.Calumet Finance Corp. Principal Amount: $400,000,000 Gross Proceeds: $393,092,000 B-1 Net Proceeds: $383,292,000, after initial purchaser discount and offering expenses Title of Securities: 11.5% Senior Secured Notes due 2026 (the “2026 notes”) Distribution2021 Final Maturity Date: Rule 144A/Regulation S for life Face: 2024 notes: $900,000,000 2026 notes: $900,000,000 Offering price: 2024 notes: 100.000% of face amount 2026 notes: 100.000% of face amount Maturity: 2024 notes: May January 15, 2024 2026 notes2021 Issue Price: May 1598.273%, 2026 plus accrued interest from April 20, 2016 Coupon: 2024 notes: 4.625% 2026 notes: 4.87511.5% Yield to maturityMaturity: 2024 notes12.00% Interest Payment Dates: 4.625% 2026 notes: 4.875% Spread to benchmark treasury: 2024 notes: +296 basis points 2026 notes: +308 basis points Benchmark treasury: 2024 notes: UST 2.500% due May January 15 and July 15, 2024 2026 notes: UST 1.625% due February 15, 2026 Interest payment dates: 2024 notes: May 15 and November 15, commencing November 15, 2016 2026 notes: May 15 and November 15, commencing November beginning on July 15, 2016 Record datesDates: 2024 notes: May January 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2024 (three months prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2026 (three months prior to maturity): redemption at par Change of control triggering event: Putable at 101% of principal plus accrued and unpaid interest upon a Change of Control Triggering Event Trade date: May 3, 2016 Settlement: May 6, 2016 (T+3) CUSIP: 2024 notes: 144A: 000000XX0 Regulation S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation S: X00000XX0 ISIN: 2024 notes: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/Multiples: Denominations of $2,000 and larger integral multiples of $1,000 in excess thereof Ratings: [Intentionally Omitted] Joint book-running managers: X.X. Xxxxxx Securities LLC Barclays Capital Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third Securities, Inc. Scotia Capital (USA) Inc. * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.July 1

Appears in 1 contract

Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B [See attached] Strictly confidential Pricing Term Sheet, dated May 3March 17, 2016 2015 to Preliminary Offering MemorandumMemorandum dated March 17, dated May 32015 Strictly Confidential WASHINGTON PRIME GROUP, 2016 Hanesbrands Inc. L.P. 3.850% SENIOR NOTES DUE 2020 (THE “NOTES”) This pricing term sheet should be read together with, and is qualified in its entirety by reference to to, the Preliminary Offering Memorandumpreliminary offering memorandum dated March 17, dated May 3, 2016 2015 (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms Capitalized terms used and but not defined herein in this pricing term sheet have the meanings assigned to them in the Preliminary Offering Memorandum. The notes Notes have not been registered for offer or sale under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. The notes jurisdiction and, unless so registered, may not be offered or sold in the United States or except pursuant to U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt an exemption from, or in a transaction not subject to, the registration requirements of the Securities ActAct and all other applicable securities laws. Accordingly, the notes Notes are being offered and sold only to (1) persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A and (2) outside the United States to non-U.S. persons in offshore transactions in compliance with Regulation S under the Securities ActAct (“Regulation S”). The Notes are subject to transfer restrictions and deemed acknowledgements, representations and agreements relating thereto. Issuer: Hanesbrands Inc. Security descriptionWashington Prime Group, L.P. Security: 4.6253.850% Senior Notes due 2024 (the “2024 notes”) 4.875% Senior Notes due 2026 (the “2026 notes”) Distribution: Rule 144A/Regulation S for life Face: 2024 notes2020 Aggregate Principal Amount: $900,000,000 2026 notes250,000,000 Stated Maturity Date: $900,000,000 Offering priceApril 1, 2020 Issue Price: 2024 notes: 100.00099.972% of face principal amount 2026 notes: 100.000Coupon (Interest Rate): 3.850% of face amount per annum Yield to Maturity: 2024 notes3.856% Benchmark Treasury: May 15UST 1.375% due February 29, 2024 2026 notes2020 Benchmark Treasury Yield: May 15, 2026 Coupon: 2024 notes: 4.625% 2026 notes: 4.875% Yield to maturity: 2024 notes: 4.625% 2026 notes: 4.8751.556% Spread to benchmark treasuryBenchmark Treasury: 2024 notes: +296 +230 basis points 2026 notesInterest Payment Dates: +308 April 1 and October 1 of each year, beginning on October 1, 2015 Optional Redemption: Prior to March 2, 2020 (30 days prior to the Stated Maturity Date of the Notes), “make-whole” call at T+35 basis points Benchmark treasury: 2024 notes: UST 2.500% due May 15(calculated as though the actual Stated Maturity Date of the Notes was March 2, 2024 2026 notes: UST 1.625% due February 15, 2026 Interest payment dates: 2024 notes: May 15 and November 15, commencing November 15, 2016 2026 notes: May 15 and November 15, commencing November 15, 2016 Record dates: 2024 notes: May 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps 2020) On or after February 15March 2, 2024 2020 (three months 30 days prior to maturity): redemption at the Stated Maturity Date of the Notes), par 2026 notescall 144A CUSIP / ISIN: At any time939648 AA9 / XX000000XX00 Xxx X XXXXX / XXXX: makeU93893 AA0 / USU93893AA06 Trade Date: Xxxxx 00, 0000 Xxxxxxxxxx Date: March 24, 2015 (T+5); under Rule 15c6-whole redemption at a discount rate 1 under the Securities Exchange Act of Treasury plus 50 bps On or after February 151934, 2026 (trades in the secondary market generally are required to settle in three months business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes before the third business day prior to maturity): redemption the Settlement Date will be required, by virtue of the fact that the Notes initially will settle on a delayed basis, to specify an alternate settlement cycle at par Change the time of control triggering eventany such trade to prevent a failed settlement, and should consult their own advisors with respect to these matters Joint Book-Running Managers: Putable at 101% of principal plus accrued and unpaid interest upon a Change of Control Triggering Event Trade date: May 3, 2016 Settlement: May 6, 2016 (T+3) CUSIP: 2024 notes: 144A: 000000XX0 Regulation S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation S: X00000XX0 ISIN: 2024 notes: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/Multiples: Denominations of $2,000 and larger integral multiples of $1,000 in excess thereof Ratings: [Intentionally Omitted] Joint book-running managers: Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Barclays Capital RBS Securities Inc. HSBC Securities (USA) Inc. Joint Lead Managers Xxxxxxx, Sachs & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Co-Managers BBVA Securities Inc. XxxxxxxMitsubishi UFJ Securities (USA), Xxxxx & Co. Senior co-manager: Inc. PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third SecuritiesSunTrust Xxxxxxxx Xxxxxxxx, Inc. Scotia Capital (USA) U.S. Bancorp Investments, Inc. * A securities rating Distribution: Rule 144A/Reg S with registration rights as set forth in the Preliminary Offering Memorandum. This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a recommendation complete description of the Notes or the offering and should be read in conjunction with the Preliminary Offering Memorandum. This communication shall not constitute an offer to buy, sell or hold the solicitation of an offer to buy securities nor shall there be any sale of the Notes in any jurisdiction in which such solicitation or sale would be unlawful. Washington Prime Group, L.P. or any initial purchaser participating in the offering will arrange to send you the Preliminary Offering Memorandum and the final Offering Memorandum if you request them by calling Citigroup Global Markets Inc. toll free at 800-831-9146, X.X. Xxxxxx Securities LLC collect at 000-000-0000 or RBS Securities Inc. toll free at 000-000-0000. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be subject to revision disregarded. Such legends, disclaimers or withdrawal at any time.other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another system. ANNEX C

Appears in 1 contract

Samples: Washington Prime Group Inc.

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B [See attached] Strictly confidential Pricing Term Sheet. PRICING TERM SHEET DATED DECEMBER 4, 2023 KINETIK HOLDINGS LP 6.625% SUSTAINABILITY-LINKED SENIOR NOTES DUE 2028 The information in this pricing term sheet supplements the preliminary offering memorandum, dated May 3December 4, 2016 to 2023 (the “Preliminary Offering Memorandum”), dated May 3and supplements and supersedes the information in the Preliminary Offering Memorandum to the extent supplementary to or inconsistent with the information in the Preliminary Offering Memorandum. In all other respects, 2016 Hanesbrands Inc. This this pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum, dated May 3, 2016 (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent should be read together with the information in the Preliminary Offering Memorandum. Terms used and but not defined herein shall have the respective meanings assigned set forth in the Preliminary Offering Memorandum. The notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and are being offered only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. For details about eligible offers, deemed representations and agreements by investors and transfer restrictions, see “Transfer restrictions” in the Preliminary Offering Memorandum. Issuer: Kinetik Holdings LP Securities Title: 6.625% Sustainability-Linked Senior Notes due 2028 (the “notes”) Principal Amount: $500,000,000 Distribution: 144A and Regulation S (no registration rights) Maturity Date: December 15, 2028 Interest Rate: 6.625% Interest Payment Dates: June 15 and December 15, commencing on June 15, 2024 Record Dates: June 1 and December 1 of each year Interest Rate Step-Up Date (if SPTs have not been satisfied and verified): June 15, 2027 (with the first payment on such stepped-up interest rate due on December 15, 2027) Subsequent SPT Notice Date (if SPT 1 and/or SPT 2 are satisfied and verified subsequent to the Interest Rate Step-Up Date): June 15, 2028 (with the first payment on such interest rate due on December 15, 2028, if applicable) Issue Price: 100.000% plus any accrued interest from the settlement date Yield to Maturity: 6.625% Ratings:* Ba1/BB+/BB+ Trade Date: December 4, 2023 Settlement Date: December 6, 2023 (T+2) CUSIP Numbers: 144A: 00000XXX0 Reg. S: X00000XX0 ISIN Numbers: 144A: US49461MAB63 Reg. S: USU49467AB60 Denominations: $2,000 and multiples of $1,000 in excess thereof Global Coordinators: Xxxxx Fargo Securities, LLC BofA Securities, Inc. MUFG Securities Americas Inc. PNC Capital Markets LLC TD Securities (USA) LLC Truist Securities, Inc. Joint Active Bookrunners: Mizuho Securities USA LLC X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Scotia Capital (USA) Inc. Citigroup Global Markets Inc. Passive Bookrunners: RBC Capital Markets, LLC Barclays Capital Inc. SMBC Nikko Securities America, Inc. Capital One Securities, Inc. U.S. Bancorp Investments, Inc. Xxxxxxx Xxxxx & Co. LLC ING Financial Markets LLC Optional Redemption: Make-whole call @ T+50 bps prior to December 15, 2025, then: On or after December 15, 2025: A B C D Redemption Price Redemption Price Redemption Price Redemption Price (if (x) all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for all three Sustainability Performance Targets or (y) all Sustainability Performance Targets are satisfied) (if all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for two of three Sustainability Performance Targets) (if all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for one of three Sustainability Performance Targets) (if all Sustainability Performance Targets are not satisfied and no Expected SPT Satisfaction Certificate is delivered) Year Percentage 2025 103.313 % 103.354 % 103.396 % 103.437 % 2026 101.656 % 101.677 % 101.698 % 101.719 % 2027 and thereafter 100.000 % 100.000 % 100.000 % 100.000 % Change of Control: Putable at 101% of principal, plus accrued and unpaid interest; provided that, if it occurs prior to delivery by the Issuer of a Satisfaction Notification on or before the Step-Up Notice Date and an Expected SPT Satisfaction Certificate is not delivered with respect to each SPT, then such purchase price shall be increased by 0.0833% for each SPT not set forth in such Expected SPT Satisfaction Certificate as expected to be satisfied on or before the Step-Up Notice Date) * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. This communication is intended for the sole use of the person to whom it is provided by the sender. This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the notes or the offering. This communication does not constitute an offer to sell or the solicitation of an offer to buy any notes in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Please refer to the Preliminary Offering Memorandum for a complete description. The notes have not been registered under the Securities Act, or any other securities laws, and may not be offered or sold in within the United States or any other jurisdiction, except pursuant to U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt an exemption from, or in a transaction not subject to, the registration requirements of the Securities ActAct and any other applicable securities laws. Accordingly, The initial purchasers are initially offering the notes are being offered only to (1) to persons reasonably believed to be qualified institutional buyers” buyers as defined in, and in reliance on, Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Hanesbrands Inc. Security description: 4.625% Senior Notes due 2024 (the “2024 notes”) 4.875% Senior Notes due 2026 (the “2026 notes”) Distribution: Rule 144A/Regulation S for life Face: 2024 notes: $900,000,000 2026 notes: $900,000,000 Offering price: 2024 notes: 100.000% of face amount 2026 notes: 100.000% of face amount Maturity: 2024 notes: May 15ANY LEGENDS, 2024 2026 notes: May 15DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH LEGENDS, 2026 Coupon: 2024 notes: 4.625% 2026 notes: 4.875% Yield to maturity: 2024 notes: 4.625% 2026 notes: 4.875% Spread to benchmark treasury: 2024 notes: +296 basis points 2026 notes: +308 basis points Benchmark treasury: 2024 notes: UST 2.500% due May 15, 2024 2026 notes: UST 1.625% due February 15, 2026 Interest payment dates: 2024 notes: May 15 and November 15, commencing November 15, 2016 2026 notes: May 15 and November 15, commencing November 15, 2016 Record dates: 2024 notes: May 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2024 (three months prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2026 (three months prior to maturity): redemption at par Change of control triggering event: Putable at 101% of principal plus accrued and unpaid interest upon a Change of Control Triggering Event Trade date: May 3, 2016 Settlement: May 6, 2016 (T+3) CUSIP: 2024 notes: 144A: 000000XX0 Regulation S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation S: X00000XX0 ISIN: 2024 notes: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/Multiples: Denominations of $2,000 and larger integral multiples of $1,000 in excess thereof Ratings: [Intentionally Omitted] Joint book-running managers: X.X. Xxxxxx Securities LLC Barclays Capital Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third Securities, Inc. Scotia Capital (USA) Inc. * DISCLAIMERS OR OTHER NOTICES HAVE BEEN AUTOMATICALLY GENERATED AS A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.RESULT OF THIS COMMUNICATION HAVING BEEN SENT VIA BLOOMBERG OR ANOTHER SYSTEM ANNEX C

Appears in 1 contract

Samples: Purchase Agreement (Kinetik Holdings Inc.)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. ANNEX Annex B [See attached] Strictly confidential Pricing Term SheetSheet PRICING SUPPLEMENT STRICTLY CONFIDENTIAL $350,000,000 Calumet Specialty Products Partners, dated May 3L.P. Calumet Finance Corp. 7.625% Senior Notes due 2022 November 21, 2016 to Preliminary Offering Memorandum, dated May 3, 2016 Hanesbrands Inc. 2013 This pricing term sheet Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering MemorandumMemorandum dated November 21, dated May 3, 2016 (the “Preliminary Offering Memorandum”)2013. The information in this pricing term sheet Pricing Supplement supplements the Preliminary Offering Memorandum and updates and and, except as expressly stated herein, supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms Capitalized terms used and but not defined herein in this Pricing Supplement have the respective meanings assigned ascribed to them in the Preliminary Offering Memorandum. The notes Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes Unless they are registered, the Notes may not be offered only in transactions that are exempt from registration under the Securities Act or sold the securities laws of any other jurisdiction. Accordingly, we are offering the Notes in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in buyers pursuant to Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Hanesbrands Inc. Security description: 4.625For further details about eligible offerees and resale restrictions, see “Transfer Restrictions” in the Preliminary Offering Memorandum. Terms Applicable to the 7.625% Senior Notes due 2024 2022 Issuers: Calumet Specialty Products Partners, L.P. Calumet Finance Corp. Principal Amount: $350,000,000 (the “2024 notes”upsized from $225,000,000) 4.875Gross Proceeds: $344,729,000 Title of Securities: 7.625% Senior Notes due 2026 (the “2026 notes”) Distribution2022 Final Maturity Date: Rule 144A/Regulation S for life Face: 2024 notes: $900,000,000 2026 notes: $900,000,000 Offering price: 2024 notes: 100.000% of face amount 2026 notes: 100.000% of face amount Maturity: 2024 notes: May January 15, 2024 2026 notes2022 Issue Price: May 1598.494%, 2026 plus accrued interest from November 26, 2013 Coupon: 2024 notes: 4.625% 2026 notes: 4.8757.625% Yield to maturityMaturity: 2024 notes7.875% Interest Payment Dates: 4.625% 2026 notes: 4.875% Spread to benchmark treasury: 2024 notes: +296 basis points 2026 notes: +308 basis points Benchmark treasury: 2024 notes: UST 2.500% due May January 15 and July 15, 2024 2026 notes: UST 1.625% due February beginning on July 15, 2026 Interest payment dates2014 Record Dates: 2024 notes: May 15 and November 15, commencing November 15, 2016 2026 notes: May 15 and November 15, commencing November 15, 2016 Record dates: 2024 notes: May January 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2024 (three months prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2026 (three months prior to maturity): redemption at par Change of control triggering event: Putable at 101% of principal plus accrued and unpaid interest upon a Change of Control Triggering Event Trade date: May 3, 2016 Settlement: May 6, 2016 (T+3) CUSIP: 2024 notes: 144A: 000000XX0 Regulation S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation S: X00000XX0 ISIN: 2024 notes: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/Multiples: Denominations of $2,000 and larger integral multiples of $1,000 in excess thereof Ratings: [Intentionally Omitted] Joint book-running managers: X.X. Xxxxxx Securities LLC Barclays Capital Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third Securities, Inc. Scotia Capital (USA) Inc. * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.July 1

Appears in 1 contract

Samples: Isda Master Agreement (Calumet Specialty Products Partners, L.P.)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. ANNEX B [See attached] Strictly confidential . Pricing Term Sheet, term sheet dated May December 3, 2016 2012 to Preliminary Offering MemorandumMemorandum dated November 28, dated May 3, 2016 Hanesbrands Inc. 2012 of The McClatchy Company (the “Company”) This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum, dated May 3, 2016 (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms Defined terms used and not defined herein have the meanings assigned meaning ascribed to them in the Preliminary Offering Memorandum. The notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”)amended, or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes jurisdiction and are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Hanesbrands Inc. The McClatchy Company Security descriptionDescription: 4.625% Senior Secured Notes due 2024 (the “2024 notes”) 4.875% Senior Notes due 2026 (the “2026 notes”) Distribution: Rule 144A/Regulation S for life Face: 2024 notesRegS with Registration Rights Principal Amount: $900,000,000 2026 notes910,000,000, which represents an increase of $160,000,000 from the Preliminary Offering Memorandum Gross Proceeds: $900,000,000 Offering price910,000,000 Coupon: 2024 notes9.000% Maturity: December 15, 2022 Issue Price: 100.000% of face amount 2026 notes: 100.000% of face amount %, plus accrued interest from December 18, 2012 Yield to Maturity: 2024 notes: May 15, 2024 2026 notes: May 15, 2026 Coupon: 2024 notes: 4.625% 2026 notes: 4.875% Yield to maturity: 2024 notes: 4.625% 2026 notes: 4.8759.000% Spread to benchmark treasuryTreasury: 2024 notes: +296 +737 basis points 2026 notes: +308 basis points Benchmark treasury: 2024 notes: UST 2.500% due May 15, 2024 2026 notesBenchmark: UST 1.625% due February 15, 2026 Interest payment dates: 2024 notes: May 15 and November 15, commencing November 15, 2016 2026 notes2022 Interest Payment Dates: May December 15 and November June 15, commencing November June 15, 2016 Record dates2013 Equity Clawback: 2024 notesUp to 35% at 109.000% prior to December 15, 2015 Optional Redemption: May 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: makeMake-whole redemption call at a discount rate of Treasury plus 50 bps T+50bps prior to December 15, 2017, then: On or after February after: Price: December 15, 2024 (three months prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 2017 104.500 % December 15, 2026 (three months prior to maturity): redemption at par 2018 103.000 % December 15, 2019 101.500 % December 15, 2020 and thereafter 100.000 % Change of control triggering eventControl: Putable at 101% of principal plus accrued and unpaid interest upon a Change of Control Triggering Event Trade dateDate: May December 3, 2016 Settlement2012 Settlement Date: May 6December 18, 2016 2012 (T+3T+11) CUSIP: 2024 notes144A: 579489 AF2 Reg S: U57365 AC9 ISIN: 144A: 000000XX0 Regulation US579489AF22 Reg S: X00000XX0 2026 notesUSU57365AC99 Denominations: 144A: 000000XX0 Regulation S: X00000XX0 ISIN: 2024 notes: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/Multiples: Denominations of $2,000 and larger integral multiples of $1,000 in excess thereof Ratings: [Intentionally Omitted] Joint book-running managers2,000x1,000 Initial Purchasers: X.X. Xxxxxx Securities LLC Barclays Capital Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third Securities, Inc. Scotia Capital Credit Suisse Securities (USA) Inc. * A securities rating is not a recommendation LLC Other Changes to buy, sell or hold securities and may be subject to revision or withdrawal at any time.Preliminary Offering Memorandum:

Appears in 1 contract

Samples: Purchase Agreement (McClatchy Co)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B [See attached] Strictly confidential Pricing Term SheetPRICING TERM SHEET DATED JUNE 1, 2022 KINETIK HOLDINGS LP 5.875% SUSTAINABILITY-LINKED SENIOR NOTES DUE 2030 The information in this pricing term sheet supplements the preliminary offering memorandum, dated May 3June 1, 2016 to 2022 (the “Preliminary Offering Memorandum”), dated May 3and supplements and supersedes the information in the Preliminary Offering Memorandum to the extent supplementary to or inconsistent with the information in the Preliminary Offering Memorandum. In all other respects, 2016 Hanesbrands Inc. This this pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum, dated May 3, 2016 (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent should be read together with the information in the Preliminary Offering Memorandum. Terms used and but not defined herein shall have the respective meanings assigned set forth in the Preliminary Offering Memorandum. The notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and are being offered only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. For details about eligible offers, deemed representations and agreements by investors and transfer restrictions, see “Transfer restrictions” in the Preliminary Offering Memorandum. Issuer: Kinetik Holdings LP Securities Title: 5.875% Sustainability-Linked Senior Notes due 2030 (the “notes”) Principal Amount: $1,000,000,000 Gross Proceeds: $995,880,000 Distribution: 144A and Regulation S (no registration rights) Maturity Date: June 15, 2030 Interest Rate: 5.875% Interest Payment Dates: June 15 and December 15, commencing on December 15, 2022 Record Dates: June 1 and December 1 of each year Interest Rate Step-Up Date (if SPTs have not been satisfied and verified): June 15, 2027 (with the first payment on such stepped-up interest rate due on December 15, 2027) Subsequent SPT Notice Date (if SPT 1 and/or SPT 2 are satisfied and verified subsequent to the Interest Rate Step-Up Date): June 15, 2029 (with the first payment on such interest rate due on December 15, 2029) Issue Price: 99.588% plus any accrued interest from the settlement date Yield to Maturity: 5.94% Spread to Treasury: +300 basis points Benchmark Treasury: UST 0.625% due May 15, 2030 Ratings:* Ba1/BB+/BB+ Trade Date: June 1, 2022 Settlement Date:** June 8, 2022 (T+5) CUSIP Numbers: 144A: 00000XXX0 Reg. S: U49467 AA8 ISIN Numbers: 144A: US49461MAA80 Reg. S: USU49467AA87 Denominations: $2,000 and multiples of $1,000 in excess thereof Global Coordinators: X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Credit Suisse Securities (USA) LLC Barclays Capital Inc. Active Bookrunners: BofA Securities, Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. PNC Capital Markets LLC RBC Capital Markets, LLC TD Securities (USA) LLC Truist Securities, Inc. Xxxxx Fargo Securities, LLC Passive Bookrunners: Blackstone Securities Partners L.P. Citigroup Global Markets Inc. Xxxxxxx Xxxxx & Co. LLC Scotia Capital (USA) Inc. Sustainability-Linked Bond Structuring Agents to the Issuer X.X. Xxxxxx Securities LLC Credit Suisse Securities (USA) LLC Barclays Capital Inc. Optional Redemption: Make-whole call @ T+50 bps prior to June 15, 2025, then: On or after June 15, 2025: A B C D Redemption Price (if (x) all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for all three Sustainability Performance Targets or (y) all Sustainability Performance Targets are satisfied) Redemption Price (if all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for two of three Sustainability Performance Targets) Redemption Price (if all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for one of three Sustainability Performance Targets) Redemption Price (if all Sustainability Performance Targets are not satisfied and no Expected SPT Satisfaction Certificate is delivered) Year Percentage 2025 102.938 % 102.979 % 103.021 % 103.062 % 2026 101.469 % 101.490 % 101.510 % 101.531 % 2027 and thereafter 100.000 % 100.000 % 100.000 % 100.000 % Change of Control: Putable at 101% of principal, plus accrued and unpaid interest; provided that, if it occurs prior to delivery by the Issuer of a Satisfaction Notification on or before the Step-Up Notice Date and an Expected SPT Satisfaction Certificate is not delivered with respect to each SPT, then such purchase price shall be increased by 0.0833% for each SPT not set forth in such Expected SPT Satisfaction Certificate as expected to be satisfied on or before the Step-Up Notice Date) * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Delivery of the notes will be made to investors on or about the fifth business day following the date hereof. Under Rule 15c6-1(a) promulgated under the Securities Exchange Act of 1934, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the second business day prior to the delivery of the notes will be required, by virtue of the fact that the notes initially settle T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second day prior to their date of delivery hereunder should consult their advisors. This communication is intended for the sole use of the person to whom it is provided by the sender. This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the notes or the offering. This communication does not constitute an offer to sell or the solicitation of an offer to buy any notes in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Please refer to the Preliminary Offering Memorandum for a complete description. The notes have not been registered under the Securities Act, or any other securities laws, and may not be offered or sold in within the United States or any other jurisdiction, except pursuant to U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt an exemption from, or in a transaction not subject to, the registration requirements of the Securities ActAct and any other applicable securities laws. Accordingly, The initial purchasers are initially offering the notes are being offered only to (1) to persons reasonably believed to be qualified institutional buyers” buyers as defined in, and in reliance on, Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Hanesbrands Inc. Security description: 4.625% Senior Notes due 2024 (the “2024 notes”) 4.875% Senior Notes due 2026 (the “2026 notes”) Distribution: Rule 144A/Regulation S for life Face: 2024 notes: $900,000,000 2026 notes: $900,000,000 Offering price: 2024 notes: 100.000% of face amount 2026 notes: 100.000% of face amount Maturity: 2024 notes: May 15ANY LEGENDS, 2024 2026 notes: May 15DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH LEGENDS, 2026 Coupon: 2024 notes: 4.625% 2026 notes: 4.875% Yield to maturity: 2024 notes: 4.625% 2026 notes: 4.875% Spread to benchmark treasury: 2024 notes: +296 basis points 2026 notes: +308 basis points Benchmark treasury: 2024 notes: UST 2.500% due May 15, 2024 2026 notes: UST 1.625% due February 15, 2026 Interest payment dates: 2024 notes: May 15 and November 15, commencing November 15, 2016 2026 notes: May 15 and November 15, commencing November 15, 2016 Record dates: 2024 notes: May 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2024 (three months prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2026 (three months prior to maturity): redemption at par Change of control triggering event: Putable at 101% of principal plus accrued and unpaid interest upon a Change of Control Triggering Event Trade date: May 3, 2016 Settlement: May 6, 2016 (T+3) CUSIP: 2024 notes: 144A: 000000XX0 Regulation S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation S: X00000XX0 ISIN: 2024 notes: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/Multiples: Denominations of $2,000 and larger integral multiples of $1,000 in excess thereof Ratings: [Intentionally Omitted] Joint book-running managers: X.X. Xxxxxx Securities LLC Barclays Capital Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third Securities, Inc. Scotia Capital (USA) Inc. * DISCLAIMERS OR OTHER NOTICES HAVE BEEN AUTOMATICALLY GENERATED AS A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.RESULT OF THIS COMMUNICATION HAVING BEEN SENT VIA BLOOMBERG OR ANOTHER SYSTEM. ANNEX C

Appears in 1 contract

Samples: Kinetik Holdings Inc.

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