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. Pricing Supplement, dated February 26, 2015, to the Preliminary Prospectus Supplement, dated February 26, 2015 (the “Preliminary Prospectus Supplement”), and related Base Prospectus, dated October 16, 2014 (the “Base Prospectus”), of CDW LLC and CDW Finance Corporation. This supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the Preliminary Prospectus Supplement and the Base Prospectus. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and the Base Prospectus and supersedes the information in the Preliminary Prospectus Supplement and the Base Prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and Base Prospectus. Terms used herein and not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement and the Base Prospectus. Issuers: CDW LLC (“CDW”) and CDW Finance Corporation (“Finance Co” and, together with CDW, the “Issuers”) Title of Securities: 5.0% Senior Notes due 2023 (the “Notes”) Aggregate Principal Amount: $525,000,000 Gross Proceeds to Issuer: $525,000,000 Net Proceeds to Issuer before Gross Spread: $525,000,000 Final Maturity Date: September 1, 2023 Issue Price: 100.0% plus accrued interest, if any, from Maxxx 0, 0000 Xxxxxx: 5.0% Spread to Benchmark Treasury: +309 basis points Benchmark Treasury: UST 2.50% due August 15, 2023 Gross Spread: 1.125% of the principal amount of the Notes Interest Payment Dates: March 1 and September 1 Record Dates: February 15 and August 15 First Interest Payment Date: September 1, 2015

Appears in 1 contract

Samples: Underwriting Agreement (CDW Corp)

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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. Pricing SupplementThe information in this pricing term sheet supplements the preliminary offering memorandum, dated February 26June 1, 2015, to the Preliminary Prospectus Supplement, dated February 26, 2015 2022 (the “Preliminary Prospectus SupplementOffering Memorandum”), and related Base Prospectussupplements 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, dated October 16, 2014 (the “Base Prospectus”), of CDW LLC and CDW Finance Corporation. This supplement (this “Pricing Supplement”) pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement Offering Memorandum and the Base Prospectus. The information in this Pricing Supplement supplements should be read together with the Preliminary Prospectus Supplement and Offering Memorandum. Terms used but not defined herein shall have the Base Prospectus and supersedes the information respective meanings set forth in the Preliminary Prospectus Supplement 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 Base Prospectus Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the extent inconsistent with the information Securities Act. For details about eligible offers, deemed representations and agreements by investors and transfer restrictions, see “Transfer restrictions” in the Preliminary Prospectus Supplement and Base ProspectusOffering Memorandum. Terms used herein and not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement and the Base Prospectus. IssuersIssuer: CDW LLC (“CDW”) and CDW Finance Corporation (“Finance Co” and, together with CDW, the “Issuers”) Title of SecuritiesKinetik Holdings LP Securities Title: 5.05.875% Sustainability-Linked Senior Notes due 2023 2030 (the “Notesnotes”) Aggregate Principal Amount: $525,000,000 1,000,000,000 Gross Proceeds to IssuerProceeds: $525,000,000 Net Proceeds to Issuer before Gross Spread995,880,000 Distribution: $525,000,000 Final 144A and Regulation S (no registration rights) Maturity Date: September 1June 15, 2023 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: 100.099.588% plus any accrued interest, if any, interest from Maxxx 0, 0000 Xxxxxxthe settlement date Yield to Maturity: 5.05.94% Spread to Benchmark Treasury: +309 +300 basis points Benchmark Treasury: UST 2.500.625% due August May 15, 2023 Gross Spread2030 Ratings:* Ba1/BB+/BB+ Trade Date: 1.125June 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: 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 principal amount 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 Interest Payment Dates: March 1 and September 1 Record Dates: February 15 and August 15 First Interest Payment Date: September 1notes 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, 2015trades 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.

Appears in 1 contract

Samples: Purchase Agreement (Kinetik Holdings Inc.)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. Pricing Supplement, dated February 26November 24, 20152014, to the Preliminary Prospectus Supplement, dated February 26November 24, 2015 2014 (the “Preliminary Prospectus Supplement”), and related Base Prospectus, dated October 16, 2014 (the “Base Prospectus”), of CDW LLC and CDW Finance Corporation. This supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the Preliminary Prospectus Supplement and the Base Prospectus. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and the Base Prospectus and supersedes the information in the Preliminary Prospectus Supplement and the Base Prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and Base Prospectus. Terms used herein and not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement and the Base Prospectus. Issuers: CDW LLC (“CDW”) and CDW Finance Corporation (“Finance Co” and, together with CDW, the “Issuers”) Title of Securities: 5.05.50% Senior Notes due 2023 2024 (the “Notes”) Aggregate Principal Amount: $525,000,000 575,000,000 Gross Proceeds to Issuer: $525,000,000 575,000,000 Net Proceeds to Issuer before Gross Spread: $525,000,000 575,000,000 Final Maturity Date: September December 1, 2023 2024 Issue Price: 100.0100% plus accrued interest, if any, from Maxxx 0December 1, 0000 Xxxxxx2014 Coupon: 5.05.50% Spread to Benchmark Treasury: +309 +320 basis points Benchmark Treasury: UST 2.502.25% due August November 15, 2023 2024 Gross Spread: 1.125% of the principal amount of the Notes Interest Payment Dates: March June 1 and September December 1 Record Dates: February May 15 and August November 15 First Interest Payment Date: September June 1, 2015

Appears in 1 contract

Samples: Underwriting Agreement (CDW Corp)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. Pricing SupplementThe information in this pricing term sheet supplements the Preliminary Offering Memorandum of Xxxxxx Petroleum Company, dated February 26May 31, 2015, to the Preliminary Prospectus Supplement, dated February 26, 2015 2018 (the “Preliminary Prospectus SupplementOffering Memorandum”), and related Base Prospectus, dated October 16, 2014 (the “Base Prospectus”), of CDW LLC and CDW Finance Corporation. This supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the Preliminary Prospectus Supplement and the Base Prospectus. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and the Base Prospectus updates and supersedes the information in the Preliminary Prospectus Supplement and the Base Prospectus Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement and Base ProspectusOffering Memorandum. Terms used herein and not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement and the Base ProspectusOffering Memorandum. Issuers: CDW LLC (“CDW”) and CDW Finance Corporation (“Finance Co” and, together with CDW, the “Issuers”) Issuer Xxxxxx Petroleum Company Title of Securities: 5.0securities 6.375% Senior Notes due 2023 2026 (the “Notesnotes”) Aggregate Principal Amount: Size $525,000,000 400,000,000 Gross Proceeds to Issuer: proceeds $525,000,000 Net Proceeds to Issuer before Gross Spread: $525,000,000 Final 400,000,000 Distribution 144A/Regulation S with Registration Rights Maturity Date: September date July 1, 2023 2026 Issue Price: 100.0Price 100.000% Coupon 6.375% Yield to maturity 6.375% Benchmark treasury UST 1.625% due May 15, 2026 Spread to benchmark treasury +356 basis points Interest payment dates January 1 and July 1 of each year, beginning on January 1, 2019 Record dates December 15 and June 15 Trade date May 31, 2018 Settlement date June 7, 2018 (T+5) It is expected that delivery of the notes will be made against payment therefor on or about June 7, 2018, which is the fifth business day following the date hereof (such settlement cycle being referred to as “T+5”). 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 will be required, by virtue of the fact that the notes initially will settle in T+5, 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 on the date of pricing and the next two succeeding business days should consult their own advisors. Make-whole redemption Make-whole redemption at Treasury Rate + 50 basis points prior to July 1, 2021 Optional redemption On or after July 1, 2021 at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, from Maxxx 0, 0000 Xxxxxx: 5.0% Spread to Benchmark Treasury: +309 basis points Benchmark Treasury: UST 2.50% due August 15, 2023 Gross Spread: 1.125% on the notes redeemed during the twelve-month period indicated beginning on July 1 of the principal amount of the Notes Interest Payment Datesyears indicated below: March 1 2021 2022 2023 2024 and September 1 Record Dates: February 15 and August 15 First Interest Payment Date: September thereafter 103.188% 102.125% 101.063% 100.000% Equity clawback Up to 35% at 106.375% prior to July 1, 20152021 Change of control 101% plus accrued and unpaid interest Joint book-running managers X.X. Xxxxxx Securities LLC Barclays Capital Inc. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated Senior co-managers Capital One Securities, Inc. RBC Capital Markets, LLC Scotia Capital (USA) Inc. Co-managers KeyBanc Capital Markets Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. BBVA Securities Inc. BOK Financial Securities, Inc. CIBC World Markets Corp. CIT Capital Securities LLC Xxxxxxx Xxxxxxx Investment Services, Inc. IBERIA Capital Partners L.L.C. Regions Securities LLC CUSIP numbers Rule 144A: 00000XXX0 Regulation S: X0000XXX0 IAI: 13123X AY8 Registration Rights: 00000XXX0 ISIN numbers Rule 144A: US13123XAX03 Regulation S: USU1303XAE68 IAI: US13123XAY85 Registration Rights: US13123XAZ50 Denominations Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof

Appears in 1 contract

Samples: Purchase Agreement (Callon Petroleum Co)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. Pricing SupplementThe information in this pricing term sheet supplements the preliminary offering memorandum, dated February 26December 4, 2015, to the Preliminary Prospectus Supplement, dated February 26, 2015 2023 (the “Preliminary Prospectus SupplementOffering Memorandum”), and related Base Prospectussupplements 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, dated October 16, 2014 (the “Base Prospectus”), of CDW LLC and CDW Finance Corporation. This supplement (this “Pricing Supplement”) pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement Offering Memorandum and the Base Prospectus. The information in this Pricing Supplement supplements should be read together with the Preliminary Prospectus Supplement and Offering Memorandum. Terms used but not defined herein shall have the Base Prospectus and supersedes the information respective meanings set forth in the Preliminary Prospectus Supplement 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 Base Prospectus Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the extent inconsistent with the information Securities Act. For details about eligible offers, deemed representations and agreements by investors and transfer restrictions, see “Transfer restrictions” in the Preliminary Prospectus Supplement and Base ProspectusOffering Memorandum. Terms used herein and not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement and the Base Prospectus. IssuersIssuer: CDW LLC (“CDW”) and CDW Finance Corporation (“Finance Co” and, together with CDW, the “Issuers”) Title of SecuritiesKinetik Holdings LP Securities Title: 5.06.625% Sustainability-Linked Senior Notes due 2023 2028 (the “Notesnotes”) Aggregate Principal Amount: $525,000,000 Gross Proceeds to Issuer500,000,000 Distribution: $525,000,000 Net Proceeds to Issuer before Gross Spread: $525,000,000 Final 144A and Regulation S (no registration rights) Maturity Date: September 1, 2023 Issue Price: 100.0% plus accrued interest, if any, from Maxxx 0, 0000 Xxxxxx: 5.0% Spread to Benchmark Treasury: +309 basis points Benchmark Treasury: UST 2.50% due August December 15, 2023 Gross Spread2028 Interest Rate: 1.1256.625% of the principal amount of the Notes Interest Payment Dates: March 1 June 15 and September 1 December 15, commencing on June 15, 2024 Record Dates: February 15 June 1 and August 15 First December 1 of each year Interest Payment 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: September 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: 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. The notes have not been registered under the Securities Act, or any other securities laws, and may not be offered or sold within the United States or any other jurisdiction, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. The initial purchasers are initially offering the notes only (1) to persons reasonably believed to be qualified institutional buyers as defined in, 2015and 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.

Appears in 1 contract

Samples: Purchase Agreement (Kinetik Holdings Inc.)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. Pricing Supplement, dated February 26, 2015, to the Preliminary Prospectus Supplement, dated February 26, 2015 (the “Preliminary Prospectus Supplement”), and related Base Prospectus, dated October 16, 2014 (the “Base Prospectus”), of CDW LLC and CDW Finance Corporation. This supplement (this “Pricing Supplement”) pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement and Offering Memorandum, dated May 26, 2020 (the Base Prospectus“Preliminary Offering Memorandum”). The information in this Pricing Supplement pricing term sheet supplements the Preliminary Prospectus Supplement Offering Memorandum and the Base Prospectus updates and supersedes the information in the Preliminary Prospectus Supplement and the Base Prospectus Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement and Base ProspectusOffering Memorandum. Terms used herein and not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement and the Base ProspectusOffering Memorandum. IssuersIssuer: CDW LLC (“CDW”) and CDW Finance Corporation (“Finance Co” and, together with CDW, the “Issuers”) Title of SecuritiesMicrochip Technology Incorporated Security description: 5.02.670% Senior Secured Notes due 2023 (the “Secured Notes”) Aggregate Principal Amountamount: $525,000,000 1,000,000,000 Gross Proceeds to Issuerproceeds: $525,000,000 Net Proceeds to Issuer before Gross Spread: $525,000,000 Final Maturity Date1,000,000,000 Maturity: September 1, 2023 Coupon: 2.670% Issue Priceprice: 100.0100.000% plus accrued interest, if any, from Maxxx 0, 0000 Xxxxxxof face amount Yield to maturity: 5.02.670% Spread to Benchmark Treasury: +309 +245 basis points Benchmark Treasury: UST 2.500.125% due August May 15, 2023 Gross SpreadBenchmark Treasury price and yield: 1.12599-23 / 0.220% Interest payment dates: March 1 and September 1, commencing September 1, 2020 Record dates: February 15 and August 15 Optional redemption: Prior to the maturity date of the Secured Notes, the Issuer may, at its option, redeem the Secured Notes, in whole or in part, at a redemption price equal to the greater of 100% of the principal amount of the Secured Notes Interest Payment Datesbeing redeemed and the “make-whole” amount to the maturity date at a discount rate equal to the Treasury Rate plus 40 basis points, plus, in each case accrued and unpaid interest to, but excluding, the date of redemption. CUSIP / ISIN: March 144A: 000000XX0 / US595017AQ75 Reg S: X00000XX0 / USU59332AC79 Trade date: May 26, 2020 Settlement: T+3; May 29, 2020. It is expected that delivery of the Secured Notes will be made against payment therefor on or about May 29, 2020, which is the third business day following the date hereof (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 and September 1 Record Dates: February 15 and August 15 First Interest Payment Date: September 1under the Exchange Act, 2015trades 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 Secured Notes any date prior to the second business day before delivery thereof will be required, by virtue of the fact that the Secured 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 Secured Notes who wish to trade the Secured Notes prior to the second business day preceding their date of delivery hereunder should consult their own advisors.

Appears in 1 contract

Samples: Purchase Agreement (Microchip Technology Inc)

Additional Time of Sale Information. 1. Term sheet Pricing Supplement containing the terms of the Securities, substantially in the form of Annex B. Exhibit A. Pricing SupplementSupplement dated August 17, dated February 26, 2015, 2021 to the Preliminary Prospectus SupplementOffering Circular dated August 16, dated February 262021 of MPH Acquisition Holdings LLC (as supplemented through and including the date hereof, 2015 (the “Preliminary Prospectus SupplementOffering Circular”), and related Base Prospectus, dated October 16, 2014 (the “Base Prospectus”), of CDW LLC and CDW Finance Corporation. This supplement (this “Pricing Supplement”) Supplement is qualified in its entirety by reference to the Preliminary Prospectus Supplement and the Base ProspectusOffering Circular. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and the Base Prospectus Offering Circular and supersedes the information in the Preliminary Prospectus Supplement and the Base Prospectus Offering Circular to the extent it is inconsistent with the information in the Preliminary Prospectus Offering Circular. Capitalized terms used in this Pricing Supplement and Base Prospectus. Terms used herein and but not defined herein have the meanings assigned to such terms given them in the Preliminary Prospectus Supplement Offering Circular. The aggregate principal amount of Notes to be issued in the offering has increased from $775,000,000 to $1,050,000,000, which represents an increase of $275,000,000 from the aggregate principal amount of Notes set forth in the Preliminary Offering Circular. See “Use of Proceeds” and “Changes to the Base ProspectusPreliminary Offering Circular” below. Issuers: CDW Issuer MPH Acquisition Holdings LLC (the CDWIssuer”) Guarantees The Notes will be jointly and CDW Finance Corporation (“Finance Co” and, together with CDW, severally guaranteed on a senior secured basis by each of the “Issuers”) Issuer’s wholly owned domestic restricted subsidiaries that guarantee the Issuer’s existing senior secured credit facilities. Title of Securities: 5.0Securities 5.50% Senior Secured Notes due 2023 2028 (the “Notes”) Aggregate Principal Amount: Amount $525,000,000 Gross Proceeds to Issuer: $525,000,000 Net Proceeds to Issuer before Gross Spread: $525,000,000 Final 1,050,000,000 Distribution 144A/Regulation S; no registration rights Maturity Date: Date September 1, 2023 2028 Issue Price: 100.0Price 100.000% Coupon 5.50%. Interest will accrue from August 24, 2021. Benchmark Treasury 3.125% due November 15, 2028 Benchmark Treasury Yield 1.04% Spread to Benchmark Treasury + 446 basis points Yield to Maturity 5.50% Interest Payment Dates March 1 and September 1 of each year, beginning on March 1, 2022 Record Dates February 15 and August 15 of each year Trade Date August 17, 2021 Settlement Date August 24, 2021 Make-Whole Redemption Make-whole redemption at Treasury Rate + 50 basis points prior to September 1, 2024 Optional Redemption On or after September 1, 2024, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, from Maxxx 0on the Notes redeemed during the twelve-month period indicated beginning on September 1 of the years indicated below: 2024 102.750% 2025 101.375% 2026 and thereafter 100.000% Additional Redemption Right At any time prior to September 1, 0000 Xxxxxx: 5.0% Spread 2024, we may redeem during each 12-month period commencing on the issue date up to Benchmark Treasury: +309 basis points Benchmark Treasury: UST 2.50% due August 15, 2023 Gross Spread: 1.12510% of the aggregate principal amount of the Notes Interest Payment Dates: March 1 notes at a purchase price equal to 103.000% of the aggregate principal amount of the notes to be redeemed, plus accrued and September 1 Record Dates: February 15 and August 15 First Interest Payment Date: unpaid interest, if any, to, but excluding, the redemption date. Equity Clawback Up to 40% at 105.50% prior to September 1, 20152024 Change of Control 101% plus accrued and unpaid interest, if any Use of Proceeds The Issuer will use the net proceeds of this offering and borrowings under its $1,325 million new senior secured term loan facility (i) to repay all of its indebtedness under its existing senior term loan facility and (ii) to pay fees and expenses in connection therewith. The Issuer will use cash on hand to repay any accrued and unpaid interest on the existing senior term loan. Joint Book-Running Managers Xxxxxxx Xxxxx & Co. LLC Barclays Capital Inc. Citigroup Global Markets Inc. BofA Securities, Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. UBS Securities LLC CUSIP and ISIN Numbers Rule 144A CUSIP: 553283 AD4 Rule 144A ISIN: US553283AD43 Regulation S CUSIP: U6203K AE4 Regulation S ISIN: USU6203KAE48 Denominations Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Appears in 1 contract

Samples: Purchase Agreement (MultiPlan Corp)

Additional Time of Sale Information. 1. Term sheet The pricing supplement containing the terms of the Securities, substantially in the form of Annex B. Pricing SupplementSupplement dated November 6, dated February 26, 2015, 2014 to the Preliminary Prospectus Supplement, Offering Memorandum dated February 26, 2015 (the “Preliminary Prospectus Supplement”), and related Base Prospectus, dated October 16November 6, 2014 (the “Base Prospectus”)of Avis Budget Car Rental, of CDW LLC and CDW Finance Corporation. Avis Budget Finance, Inc. This supplement (this “Pricing Supplement”) Supplement is qualified in its entirety by reference to the Preliminary Prospectus Supplement and the Base ProspectusOffering Memorandum. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and the Base Prospectus Offering Memorandum and supersedes the information in the Preliminary Prospectus Supplement and the Base Prospectus Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Prospectus Offering Memorandum. Capitalized terms used in this Pricing Supplement and Base Prospectus. Terms used herein and but not defined herein have the meanings assigned given to such terms them in the Preliminary Prospectus Supplement Offering Memorandum. Issuers Avis Budget Car Rental, LLC and the Base Prospectus. Issuers: CDW LLC Avis Budget Finance, Inc. (“CDW”) and CDW Finance Corporation (“Finance Co” and, together with CDWtogether, the “IssuersCompany”) Guarantors Avis Budget Group, Inc., Avis Budget Holdings, LLC and the Company’s existing and future direct and indirect domestic subsidiaries that also guarantee the Company’s senior credit facilities Title of Securities: 5.0Securities 5.50% Senior Notes due 2023 (the “Notes”) Aggregate Principal Amount: Amount $525,000,000 175,000,000 Gross Proceeds to Issuer: (excluding accrued interest) $525,000,000 Net Proceeds to Issuer before Gross Spread: $525,000,000 Final 174,343,750 Maturity Date: September Date April 1, 2023 Issue Price: 100.0% Price 99.625%, plus accrued and unpaid interest from October 1, 2014 Coupon 5.500% Yield to Maturity 5.556% Benchmark Treasury 2.000% due February 15, 2023 Spread to Benchmark Treasury 331 bps Interest Payment Dates April 1 and October 1 of each year, beginning on April 1, 2015 Record Dates March 15 and September 15 of each year Trade Date November 6, 2014 Settlement Date We expect the settlement date to be on November 14, 2014, which is the 5th business day following the date of the pricing of the Notes. Since trades in the secondary market generally settle in three business days, purchasers who wish to trade notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement. Make-Whole Redemption Make whole redemption at Treasury Rate + 50 basis points prior to April 1, 2018 Optional Redemption On or after April 1, 2018 at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, from Maxxx 0, 0000 Xxxxxx: 5.0% Spread to Benchmark Treasury: +309 basis points Benchmark Treasury: UST 2.50% due August 15, 2023 Gross Spread: 1.125% on the Notes redeemed during the twelve-month period indicated beginning on April 1 of the principal amount of the Notes Interest Payment Datesyears indicated below: March 1 2018 102.750% 2019 101.833% 2020 100.917% 2021 and September 1 Record Dates: February 15 and August 15 First Interest Payment Date: September thereafter 100.000% Equity Clawback Up to 35% at 105.5% on or before April 1, 20152016 Change of Control 101% plus accrued and unpaid interest Use of Proceeds We intend to use the net proceeds from this offering for general corporate purposes, including the Budget Licensee Acquisition. Joint Book-Running Managers Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Co-Managers Scotia Capital (USA) Inc. Distribution 144A/Regulation S (with Registration Rights) Denominations $2,000 minimum, and in increments of $1,000 for all denominations in excess thereof CUSIP Numbers Rule 144A: 000000XX0 Regulation S: X00000XX0 ISIN Numbers Rule 144A: US053773AZ03 Regulation S: USU05375AM94

Appears in 1 contract

Samples: Purchase Agreement (Budget Truck Rental LLC)

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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. Pricing SupplementThe information in this pricing term sheet supplements the preliminary offering memorandum, dated February 26December 15, 2015, to the Preliminary Prospectus Supplement, dated February 26, 2015 2023 (the “Preliminary Prospectus SupplementOffering Memorandum”), and related Base Prospectussupplements 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, dated October 16, 2014 (the “Base Prospectus”), of CDW LLC and CDW Finance Corporation. This supplement (this “Pricing Supplement”) pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement Offering Memorandum and the Base Prospectus. The information in this Pricing Supplement supplements should be read together with the Preliminary Prospectus Supplement and Offering Memorandum. Terms used but not defined herein shall have the Base Prospectus and supersedes the information respective meanings set forth in the Preliminary Prospectus Supplement 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 Base Prospectus Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the extent inconsistent with the information Securities Act. For details about eligible offers, deemed representations and agreements by investors and transfer restrictions, see “Transfer restrictions” in the Preliminary Prospectus Supplement and Base ProspectusOffering Memorandum. Terms used herein and not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement and the Base Prospectus. IssuersIssuer: CDW LLC (“CDW”) and CDW Finance Corporation (“Finance Co” and, together with CDW, the “Issuers”) Title of SecuritiesKinetik Holdings LP Securities Title: 5.06.625% Sustainability-Linked Senior Notes due 2023 2028 (the “Notesnotes”) Aggregate The notes offered hereby constitute an additional issuance of, and will form a single series of debt securities with, the outstanding $500,000,000 aggregate principal amount of 6.625% Sustainability-Linked Senior Notes due 2028, issued on December 6, 2023. Upon completion of this offering, the aggregate principal amount of 6.625% Sustainability-Linked Senior Notes due 2028 outstanding will be $800,000,000. Principal Amount: $525,000,000 300,000,000 (increased from $200,000,000) Gross Proceeds to IssuerProceeds: $525,000,000 Net Proceeds to Issuer before Gross Spread301,500,000 Distribution: $525,000,000 Final 144A and Regulation S (no registration rights) Maturity Date: September 1, 2023 Issue Price: 100.0% plus accrued interest, if any, from Maxxx 0, 0000 Xxxxxx: 5.0% Spread to Benchmark Treasury: +309 basis points Benchmark Treasury: UST 2.50% due August December 15, 2023 Gross Spread2028 Interest Rate: 1.1256.625% of the principal amount of the Notes Interest Payment Dates: March 1 June 15 and September 1 December 15, commencing on June 15, 2024 Record Dates: February 15 June 1 and August 15 First December 1 of each year Interest Payment 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: 100.500% plus accrued interest from December 6, 2023 Yield to Worst: 6.479% Ratings:* Ba1/BB+/BB+ Trade Date: September December 15, 2023 Settlement Date: December 19, 2023 (T+2) Temporary Regulation S CUSIP/ISIN: X00000XX0 / USU49467AC44 CUSIP Numbers: 144A: 00000XXX0 Reg. S: X00000XX0 (Permanent) ISIN Numbers: 144A: US49461MAB63 Reg. S: USU49467AB60 (Permanent) 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. Optional Redemption: Make-whole call @ T+50 bps prior to December 15, 2025, then: On or after December 15, 2025: 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. The notes have not been registered under the Securities Act, or any other securities laws, and may not be offered or sold within the United States or any other jurisdiction, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. The initial purchasers are initially offering the notes only (1) to persons reasonably believed to be qualified institutional buyers as defined in, 2015and 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.

Appears in 1 contract

Samples: Purchase Agreement (Kinetik Holdings Inc.)

Additional Time of Sale Information. 1. Term sheet The pricing supplement containing the terms of the Securities, substantially in the form of Annex B. November 5, 2012 Pricing SupplementSupplement dated November 5, dated February 26, 2015, 2012 to the Preliminary Prospectus SupplementOffering Memorandum dated November 5, dated February 262012 of Avis Budget Car Rental, 2015 (the “Preliminary Prospectus Supplement”), and related Base Prospectus, dated October 16, 2014 (the “Base Prospectus”), of CDW LLC and CDW Finance Corporation. Avis Budget Finance, Inc. This supplement (this “Pricing Supplement”) Supplement is qualified in its entirety by reference to the Preliminary Prospectus Supplement and the Base ProspectusOffering Memorandum. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and the Base Prospectus Offering Memorandum and supersedes the information in the Preliminary Prospectus Supplement and the Base Prospectus Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Prospectus Offering Memorandum. Capitalized terms used in this Pricing Supplement and Base Prospectus. Terms used herein and but not defined herein have the meanings assigned given to such terms them in the Preliminary Prospectus Supplement Offering Memorandum. Issuers Avis Budget Car Rental, LLC and the Base Prospectus. Issuers: CDW LLC Avis Budget Finance, Inc. (“CDW”) and CDW Finance Corporation (“Finance Co” and, together with CDWtogether, the “IssuersCompany”) Guarantors Avis Budget Group, Inc., Avis Budget Holdings, LLC and the Company’s existing and future direct and indirect domestic subsidiaries that also guarantee the Company’s senior credit facilities Title of Securities: 5.0Securities 4.875% Senior Notes due 2023 2017 (the “Notes”) Aggregate Principal Amount: Amount $525,000,000 Gross Proceeds to Issuer: $525,000,000 Net Proceeds to Issuer before Gross Spread: $525,000,000 Final 300,000,000 Maturity Date: September 1Date November 15, 2023 2017 Issue Price: 100.0% Price 100%, plus accrued interest from November 8, 2012 Coupon 4.875% Interest Payment Dates November 15 and May 15 of each year, beginning on May 15, 2013 Record Dates November 1 and May 1 of each year Trade Date November 5, 2012 Settlement Date November 8, 2012 (T+3) Make-Whole Redemption Make-whole redemption at Treasury Rate + 50 basis points prior to May 15, 2015 Optional Redemption On or after May 15, 2015 at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, from Maxxx 0, 0000 Xxxxxxon the Notes redeemed during the twelve-month period indicated beginning on May 15 of the years indicated below: 5.02015 102.438% Spread 2016 101.219% 2017 and thereafter 100.000% Equity Clawback Up to Benchmark Treasury: +309 basis points Benchmark Treasury: UST 2.5035% due August at 104.875% on or before May 15, 2023 Gross Spread2015 Change of Control 101% plus accrued and unpaid interest Joint Book-Running Managers Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. RBS Securities Inc. Co-Manager Scotia Capital (USA) Inc. Distribution 144A/Regulation S with Registration Rights CUSIP Numbers Rule 144A: 1.125% of the principal amount of the Notes Interest Payment Dates053773 AS6 Regulation S: March 1 and September 1 Record DatesU05375 AH0 ISIN Numbers Rule 144A: February 15 and August 15 First Interest Payment DateUS053773AS69 Regulation S: September 1, 2015USU05375AH00

Appears in 1 contract

Samples: Purchase Agreement (Avis Budget Group, Inc.)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. Pricing Supplement, dated February 26, 2015, to the Preliminary Prospectus Supplement, dated February 26, 2015 (the “Preliminary Prospectus Supplement”), and related Base Prospectus, dated October 16, 2014 (the “Base Prospectus”), of CDW LLC and CDW Finance Corporation. This pricing supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 (the “Preliminary Prospectus Supplement and the Base ProspectusOffering Circular”). The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and the Base Prospectus Offering Circular and supersedes the information in the Preliminary Prospectus Supplement and the Base Prospectus Offering Circular to the extent inconsistent with the information in the Preliminary Prospectus Offering Circular. Capitalized terms used in this Pricing Supplement and Base Prospectus. Terms used herein and but not defined herein have the meanings assigned to such terms given them in the Preliminary Prospectus Supplement and the Base ProspectusOffering Circular. IssuersIssuer: CDW LLC (“CDW”) and CDW Finance Corporation (“Finance Co” andBuilders FirstSource, together with CDW, the “Issuers”) Inc. Title of Securities: 5.06.750% Senior Secured Notes due 2023 2027 (the “Notes”) Aggregate On May 30, 2019, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured notes due 2027 (the “Existing 2027 Notes”). The Notes offered hereby will be issued as additional notes under the indenture governing the Existing 2027 Notes, fully fungible with the Existing 2027 Notes, treated as a single class for all purposes under the indenture governing the Existing 2027 Notes with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S under the Securities Act, will trade separately under a different CUSIP number until 40 days after the issue date of the Notes offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). Principal Amount: $525,000,000 Gross Proceeds to Issuer: $525,000,000 Net Proceeds to Issuer before Gross Spread: $525,000,000 Final 75,000,000 Maturity Date: September June 1, 2023 2027 Issue Price: 100.0104.500% plus accrued interestinterest from May 30, if any, from Maxxx 0, 0000 Xxxxxx2019 Coupon: 5.06.750% Yield to Maturity: 5.679% Gross Proceeds: $78,375,000.00 Spread to Benchmark TreasuryBenchmark: +309 +382.7 basis points Benchmark TreasuryBenchmark: 2.00% UST 2.50% due August 15May 31, 2023 Gross Spread: 1.125% of the principal amount of the Notes Interest Payment Dates: March 1 and September 1 Record Dates: February 15 and August 15 First Interest Payment Date: September 1, 20152024 Ratings* B2 / BB-

Appears in 1 contract

Samples: Purchase Agreement (Builders FirstSource, Inc.)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. This Pricing SupplementTerm Sheet provides additional terms with respect to the offering by C10-EUR Capital (SPV) Limited (the “Issuer”) of its Fixed-to-Floating Rate Callable Perpetual Debentures as set forth in the Issuer’s preliminary offering memorandum, dated February 26April 30, 2015, to the Preliminary Prospectus Supplement, dated February 26, 2015 2007 (the “Preliminary Prospectus SupplementOffering Memorandum”), and related Base Prospectus, dated October 16, 2014 (the “Base Prospectus”), of CDW LLC and CDW Finance Corporation. This supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the Preliminary Prospectus Supplement and the Base Prospectus. The information Capitalized terms used but not defined in this Pricing Supplement supplements Term Sheet have the Preliminary Prospectus Supplement and the Base Prospectus and supersedes the information meaning assigned to them in the Preliminary Prospectus Supplement and the Base Prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and Base ProspectusOffering Memorandum. Terms used herein and not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement and the Base Prospectus. Issuers: CDW LLC (“CDW”) and CDW Finance Corporation (“Finance Co” and, together with CDW, the “Issuers”) Title of Securities: 5.0% Senior Notes due 2023 (the “Notes”) Aggregate Principal Amount: $525,000,000 Gross Proceeds to Issuer: $525,000,000 Net Proceeds C10-EUR Capital (SPV) Limited Security: Fixed-to-Floating Rate Callable Perpetual Debentures Distribution: Reg S / 3(c)7 / Not ERISA-eligible Principal Amount of Debentures: €730 million Issue Price: 100.00 % Ratings1: S&P: BBB- (negative watch) Fitch: BBB (negative watch) Yield: 6.28% to Issuer before Gross SpreadJune 30, 2017 Spread over Mid Swaps: $525,000,000 Final 179 BPS Spread over DBR 3.75% due January 2017: 205.1 BPS Trade Date: May 3, 2007 Settlement Date: May 9, 2007 (T+4) Maturity Date: September 1Perpetual with no fixed maturity date Early Redemption: At Par on any interest payment date on or after June 30, 2023 Issue Price: 100.0% plus accrued interest2017 if Dual Currency Notes are called, provided that if anya partial redemption, from Maxxx 0, 0000 Xxxxxx: 5.0% Spread to Benchmark Treasury: +309 basis points Benchmark Treasury: UST 2.50% due August 15, 2023 Gross Spread: 1.125% of the remaining outstanding principal amount of the Dual Currency Notes shall be not less than €200,000,000. Interest During Fixed Rate Period: 6.277% Interest During Floating Rate Period: 3-month Euribor plus 479 basis points, reset quarterly Interest Payment Dates: Fixed Rate Period: June 30, commencing June 30, 2007 Floating Rate Period: March 31, June 30, September 30 and December 31, commencing September 30, 2017 Change of Control Call Price Higher of par and PV to June 30, 2017 at Mid swaps + 1.79% ISIN and Common Code for Debentures: ISIN: XS0300179198 Common Code: 030017919 Joint Bookrunners and Lead Managers: Barclays Capital (b&d) and JPMorgan Co-managers: HSBC, BNP Paribas, and Société Générale Proposed Listing: Irish Stock Exchange Denominations: €50,000 / €1,000 1 A securities rating is not a recommendation to buy, sell or hold securities and September 1 Record Dates: February 15 may be subject to revision or withdrawal at any time. This term sheet is not an offer to sell any Debentures, and August 15 First Interest Payment Date: September 1neither the Issuer nor either of the Initial Purchasers is soliciting an offer to buy any Debentures in any jurisdiction where the offer or sale is prohibited. The Debentures have not been and will not be registered under the U.S. Securities Act of 1933, 2015as amended (the “Securities Act”), or any state securities laws and are being offered and sold only to investors outside the United States in accordance with Regulation S under the Securities Act. Each individual purchaser (or group of affiliated purchasers) acquiring Debentures in the initial offering must acquire Debentures having an aggregate principal amount of at least €200,000. The U.S. Securities and Exchange Commission, state securities regulators and the British Virgin Islands Financial Services Commission have not approved or disapproved of these securities. Any representation to the contrary is a criminal offense. 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.

Appears in 1 contract

Samples: Purchase Agreement (Cemex Sa De Cv)

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