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. This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this pricing term sheet supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum. Defined terms used and not defined herein have the meaning ascribed to them in the Preliminary Offering Memorandum. The notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and are being offered only to (1) “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: The McClatchy Company Security Description: Senior Secured Notes Distribution: 144A/RegS with Registration Rights Principal Amount: $910,000,000, which represents an increase of $160,000,000 from the Preliminary Offering Memorandum Gross Proceeds: $910,000,000 Coupon: 9.000% Maturity: December 15, 2022 Issue Price: 100.000%, plus accrued interest from December 18, 2012 Yield to Maturity: 9.000% Spread to Treasury: +737 basis points Benchmark: UST 1.625% due November 15, 2022 Interest Payment Dates: December 15 and June 15, commencing June 15, 2013 Equity Clawback: Up to 35% at 109.000% prior to December 15, 2015 Optional Redemption: Make-whole call at T+50bps prior to December 15, 2017, then: December 15, 2017 104.500 % December 15, 2018 103.000 % December 15, 2019 101.500 % December 15, 2020 and thereafter 100.000 % Change of Control: Putable at 101% of principal plus accrued and unpaid interest Trade Date: December 3, 2012 Settlement Date: December 18, 2012 (T+11) CUSIP: 144A: 579489 AF2 Reg S: U57365 AC9 ISIN: 144A: US579489AF22 Reg S: USU57365AC99 Denominations: 2,000x1,000 Initial Purchasers: X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Other Changes to Preliminary Offering Memorandum:

Appears in 1 contract

Samples: Purchase Agreement (McClatchy Co)

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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. This pricing term sheet Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this pricing term sheet Pricing Supplement supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum. Defined terms used and not defined herein have the meaning ascribed to them in the Preliminary Offering Memorandum. The notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and are being offered only to (1) “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: The McClatchy Company Xxxxxxxx Offshore Services, Inc. Security Description: Senior Secured Notes Distribution: 144A/RegS with Registration Rights Principal AmountFace: $910,000,000, which represents an increase of $160,000,000 from the Preliminary Offering Memorandum 250,000,000 Gross Proceeds: $910,000,000 242,807,500 Coupon: 9.0008% Maturity: December 15September 1, 2022 Issue 2017 Offering Price: 100.000%, plus accrued interest from December 18, 2012 97.123% Yield to Maturity: 9.0008.5% Spread to Treasury: +737 +498 basis points Benchmark: UST 1.6254.75% due November 15, 2022 8/15/2017 Ratings: Ba3/BB- Interest Payment Pay Dates: December 15 September 1 and June 15March 1 Beginning: March 1, commencing June 15, 2013 2010 Equity Clawback: Up to 35% at 109.000108% prior to December 15Until: September 1, 2015 2012 Optional Redemptionredemption: Make-whole call at T+50bps prior to December 15until September 1, 20172013, then: December 15September 1, 2017 104.500 2013 104.000 % December 15September 1, 2018 103.000 2014 102.000 % December 15September 1, 2019 101.500 % December 15, 2020 2015 and thereafter 100.000 % Change of Controlcontrol: Putable at Put @ 101% of principal plus accrued and unpaid interest Trade Date: December 3August 12, 2012 2009 Settlement Date: December 18(T+3 ) August 17, 2012 (T+11) 2009 CUSIP: 144A: 579489 AF2 000000XX0 Reg S: U57365 AC9 X00000XX0 ISIN: 144A: US579489AF22 US440543AF39 Reg S: USU57365AC99 USU44070AC10 Denominations: 2,000x1,000 Initial PurchasersBookrunners: X.X. Xxxxxx Xxxxx Fargo Securities Xxxxxxxxx & Company Xxxxxxx, Sachs & Co. Co-Managers: Capital One Southcoast Comerica Securities DnB NOR Markets Fortis Securities LLC Xxxxxxx LynchThe following disclosure under “Use of proceeds” on page 27 and each other location where it appears in the preliminary offering memorandum is amended to read as follows: We estimate that we will receive net proceeds of approximately $237.3 million from the sale of notes in this offering, Pierceafter deducting initial purchaser discounts and fees and expenses of the offering. We intend to use the net proceeds of this offering to repay debt under our revolving credit facility, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Other Changes which may be reborrowed. Any remaining net proceeds will be used for general corporate purposes, which may include retirement of other debt. The following numbers in the As adjusted column under “Capitalization” on page 28 and each other location where they appear in the preliminary offering memorandum are amended to Preliminary Offering Memorandum:read as follows: Cash and cash equivalents $ 74,062 Revolving credit facility —

Appears in 1 contract

Samples: Purchase Agreement (Hornbeck Offshore Services Inc /La)

Additional Time of Sale Information. 1. Term sheet containing the terms of the securities, substantially in the form of Annex B. This pricing term sheet is qualified in its entirety by reference Issuer: Lender Processing Services, Inc. Security Description: Senior Unsecured Notes Distribution: 144A/RegS w/ Registration Rights Face: $375,000,000 Gross Proceeds: $375,000,000 Coupon: 8.125% Maturity: July 1, 2016 Offering Price: 100.000% Yield to Maturity: 8.125% Spread to Treasury: +417 basis points Benchmark: UST 5.125% due 5/15/2016 Ratings: Ba2/BB+ Interest Pay Dates: July 1 and January 1 Beginning: January 1, 2009 Equity Clawback: Up to 35% at 108.125% Until: July 1, 2011 Optional redemption: Makewhole call @ T+50bps prior to July 1, 2011 then: July 1, 2011 106.094% July 1, 2012 104.063% July 1, 2013 102.031% July 1, 2014 and thereafter 100.000% Change of control: Put @ 101% of principal plus accrued interest Trade Date: June 18, 2008 Settlement Date: (T+10) July 2, 2008 CUSIP: 144A: 00000XXX0 Reg S: X00000XX0 ISIN: USU52534AA98 Denominations: 2,000x1,000 Bookrunners: JPMorgan 39.00% Banc of America Securities LLC 39.00% Wachovia 20.00% Co-Managers: ING Financial Markets LLC 1.00% Xxxxx Fargo Securities, LLC 1.00% In connection with offers and sales of Securities outside the Preliminary Offering Memorandum. The information in this pricing term sheet supplements United States: (a) Each Initial Purchaser acknowledges that the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum. Defined terms used and not defined herein have the meaning ascribed to them in the Preliminary Offering Memorandum. The notes Securities have not been registered under the Securities Act of 1933, as amended, and may not be offered or the securities laws of any other jurisdiction and are being offered only to (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside sold within the United States to non-or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in compliance with Regulation S under transactions not subject to, the registration requirements of the Securities Act. Issuer: The McClatchy Company Security Description: Senior Secured Notes Distribution: 144A/RegS with Registration Rights Principal Amount: $910,000,000, which represents an increase of $160,000,000 from the Preliminary Offering Memorandum Gross Proceeds: $910,000,000 Coupon: 9.000% Maturity: December 15, 2022 Issue Price: 100.000%, plus accrued interest from December 18, 2012 Yield to Maturity: 9.000% Spread to Treasury: +737 basis points Benchmark: UST 1.625% due November 15, 2022 Interest Payment Dates: December 15 and June 15, commencing June 15, 2013 Equity Clawback: Up to 35% at 109.000% prior to December 15, 2015 Optional Redemption: Make-whole call at T+50bps prior to December 15, 2017, then: December 15, 2017 104.500 % December 15, 2018 103.000 % December 15, 2019 101.500 % December 15, 2020 and thereafter 100.000 % Change of Control: Putable at 101% of principal plus accrued and unpaid interest Trade Date: December 3, 2012 Settlement Date: December 18, 2012 (T+11) CUSIP: 144A: 579489 AF2 Reg S: U57365 AC9 ISIN: 144A: US579489AF22 Reg S: USU57365AC99 Denominations: 2,000x1,000 Initial Purchasers: X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Other Changes to Preliminary Offering Memorandum:.

Appears in 1 contract

Samples: Purchase Agreement (Lender Processing Services, Inc.)

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Additional Time of Sale Information. 1. Term sheet Pricing supplement containing the terms of the securities, substantially in the form of Annex B. This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this pricing term sheet supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum. Defined terms used and not defined herein have the meaning ascribed to them in the Preliminary Offering Memorandum. The notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and are being offered only to (1) “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: The McClatchy Company Xxxxxxxx Petroleum Corporation Security Descriptiondescription: Senior Secured Notes notes due 2019 Distribution: 144A/RegS with Registration Rights Principal AmountSize: $910,000,000, which represents an increase of $160,000,000 from the Preliminary Offering Memorandum 275,000,000 Gross Proceedsproceeds: $910,000,000 275,000,000 Net proceeds to Issuer (before expenses): $268,812,500 Maturity: March 15, 2019 Coupon: 9.0008.875% Maturity: December 15, 2022 Issue Price: 100.000%, plus accrued interest from December 18, 2012 100% of face amount Yield to Maturitymaturity: 9.0008.875% Spread to Benchmark Treasury: +737 basis points Benchmark+603 bps Benchmark Treasury: UST 1.6252.75% due November February 15, 2022 2019 Interest Payment Dates: December March 15 and June September 15, commencing June September 15, 2013 Equity 2011 Clawback: Up to 35% at 109.000108.875% prior to December Until: March 15, 2015 2014 Optional Redemption: Make-whole call at @ T+50bps prior to December March 15, 20172015, then: December March 15, 2015 104.438% March 15, 2016 102.219% March 15, 2017 104.500 % December 15, 2018 103.000 % December 15, 2019 101.500 % December 15, 2020 and thereafter 100.000 100.000% Change of Controlcontrol: Putable at 101% of principal plus accrued and unpaid interest Trade Datedate: December 3February 25, 2012 Settlement Date2011 Settlement: December 18(T+3); March 2, 2012 (T+11) 2011 CUSIP: 144A: 579489 AF2 Reg S000000XX0 RegS: U57365 AC9 X00000XX0 ISIN: 144A: US579489AF22 Reg SUS382410AD01 RegS: USU57365AC99 USU38254AA38 Denominations/Multiple: 2,000x1,000 Initial Purchasers2,000 x 1,000 Ratings: [Intentionally Omitted] Joint book-running managers: X.X. Xxxxxx Xxxxxxxxx BMO Capital Markets BNP Paribas RBC Capital Markets Xxxxx Fargo Securities LLC BofA Xxxxxxx LynchXxxxx Co-managers: BBVA Securities Xxxxxx Xxxxxxx In connection with offers and sales of Securities outside the United States: (a) Each Initial Purchaser acknowledges that the Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, Pierceor for the account or benefit of, Xxxxxx & Xxxxx Incorporated Credit Suisse U.S. persons except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act. (USAb) LLC Other Changes Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) Such Initial Purchaser has offered and sold the Securities, and will offer and sell the Securities, (A) as part of their distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date, only in accordance with Regulation S under the Securities Act (“Regulation S”) or Rule 144A or any other available exemption from registration under the Securities Act. (ii) None of such Initial Purchaser or any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to Preliminary the Securities, and all such persons have complied and will comply with the offering restrictions requirement of Regulation S. (iii) At or prior to the confirmation of sale of any Securities sold in reliance on Regulation S, such Initial Purchaser will have sent to each distributor, dealer or other person receiving a selling concession, fee or other remuneration that purchases Securities from it during the distribution compliance period a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities and the date of original issuance of the Securities, except in accordance with Regulation S or Rule 144A or any other available exemption from registration under the Securities Act. Terms used above have the meanings given to them by Regulation S.” (iv) Such Initial Purchaser has not and will not enter into any contractual arrangement with any distributor with respect to the distribution of the Securities, except with its affiliates or with the prior written consent of the Company. Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S. (c) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom Financial Services and Markets Xxx 0000 (the “FSMA”)) received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company or the Guarantor; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (d) Each Initial Purchaser acknowledges that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of any of the Time of Sale Information, the Offering Memorandum, any Issuer Written Communication or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required. Capitalized terms used but not defined in this certificate have the meaning ascribed to them in the Purchase Agreement, dated February 25, 2011, among Xxxxxxxx Petroleum Corporation (the “Company”), Xxxxxxxx Petroleum Company, L.L.C. (the “Guarantor”) and X.X. Xxxxxx Securities LLC, as representative of the several Initial Purchasers named in Schedule 1 thereto (the “Purchase Agreement”). In connection with the offering by the Company of its 8.875% Senior notes due 2019 (the “Securities”), and to assist the Initial Purchasers in conducting and documenting their investigation of the affairs of the Company in connection with the offering of the Securities, I, Xxx X. Xxxxxx, Senior Vice President and Chief Financial Officer of the Company, do hereby certify (based on a careful examination of the Company’s books and records) on behalf of the Company as follows: 1. I have read the financial data marked on the copies of certain pages of the annual report on Form 10-K for the year ended December 31, 2010, attached hereto as Exhibit A (the “Financial Data”), which is incorporated by reference in the Time of Sale Information (as defined in the Purchase Agreement). With regard to the Financial Data, the Company has performed the following procedure, which was applied as indicated with respect to the corresponding letter as explained below: A. Compared to or recomputed from amounts in the audited consolidated financial statements of the Company and notes thereto for the periods indicated and found them to be in agreement.

Appears in 1 contract

Samples: Purchase Agreement (Goodrich Petroleum Corp)

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