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 A ANNEX B Southwestern Energy Company Offering of $600,000,000 7.5% Senior Notes due 2018 (the “Notes Offering”) Issuer: Southwestern Energy Company Security Description: Senior Notes Distribution: 144A/RegS with Registration Rights if Securities not freely tradeable 365 days after closing date Face: $600,000,000 Gross Proceeds: $600,000,000 Coupon: 7.5% Maturity: February 1, 2018 Offering Price: 100.000% Yield to Maturity: 7.5% Spread to Treasury: +368 basis points Benchmark: UST 4.25% due 11/15/2017 Ratings: Ba2/BB+ Interest Pay Dates: February 1 and August 1 Beginning: August 1, 2008 Optional redemption: Make-whole call @ T+50bps Change of control: Put @ 101% of principal plus accrued and unpaid interest , except in certain circumstances where Notes are and continue to be rated Investment Grade Trade Date: January 11, 2008 Settlement Date: (T+3) January 16, 2008 CUSIP: 144A: 000000XX0 Reg S: X00000XX0 ISIN: USU84517AA68 Denominations: 2,000x1,000 Bookrunners: JPMorgan Banc of America Securities LLC RBS Greenwich Capital Co-Managers: BMO Capital Markets Mizuho Securities USA Inc. RBC Capital Markets SunTrust Xxxxxxxx Xxxxxxxx Capital One Southcoast Comerica Securities Annex B BBVA Securities KeyBanc Capital Markets Mitsubishi UFJ Securities Xxxxx Xxxxxxx Xxxxx Fargo Securities Changes to the Capitalization as reflected on page 31 of the Preliminary Offering Memorandum dated January 4, 2008 Revolving Credit Facility, As of September 30, 2007, As Adjusted = $3,300 (Dollars in thousands) Total Debt, As of September 30, 2007, As Adjusted = $740,500 (Dollars in thousands) As of January 9, 2008, we had $879.6 million outstanding under our revolving credit facility. 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: Southwestern Energy Co

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Additional Time of Sale Information. 1. Term sheet containing the terms of the securitiesSecurities, substantially in the form of Annex B. B hereto. Annex A ANNEX B Southwestern Energy Company Offering of Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-184382 Supplementing the Preliminary Prospectus Supplement dated March 4, 2014 (to Prospectus dated October 11, 2012) AIR LEASE CORPORATION $600,000,000 7.5500,000,000 3.875% Senior Notes due 2018 (the “Notes Offering”) 2021 Pricing Term Sheet Date: March 4, 2014 Issuer: Southwestern Energy Company Air Lease Corporation Security Description: 3.875% Senior Notes Distribution: 144A/RegS with Registration Rights if Securities not freely tradeable 365 days after closing date Facedue 2021 Principal Amount: $600,000,000 Gross Proceeds500,000,000 Net Proceeds (before expenses): $496,010,000 Maturity Date: $600,000,000 April 1, 2021 Coupon: 7.53.875% Maturity: February 1, 2018 Offering Issue Price: 100.00099.802% of face amount Yield to Maturity: 7.53.907% Benchmark Treasury Spot / Yield: 98-31+ / 2.157% Spread to Benchmark Treasury: +368 175 basis points BenchmarkBenchmark Treasury: UST 4.252.00% due 11/15/2017 Ratings: Ba2/BB+ February 28, 2021 Interest Pay Payment Dates: February April 1 and August 1 Beginning: August October 1, 2008 commencing October 1, 2014 Optional redemptionRedemption: Make-whole call @ T+50bps at T+30 basis points During the 30 day period preceding the maturity date, the Company may redeem the Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of redemption. Change of controlControl Repurchase Event: Put @ Putable at 101% of principal plus accrued and unpaid interest interest, except in if any, to the date of purchase. Use of Proceeds: We currently intend to use the net proceeds of this offering for general corporate purposes, which may include, among other things, the purchase of commercial aircraft and the repayment of existing indebtedness. Affiliates of the underwriters may receive a portion of the net proceeds, to the extent we use the net proceeds to repay indebtedness under which certain circumstances where Notes of the underwriters or their affiliates are and continue to be rated Investment Grade lenders. Trade Date: January Xxxxx 0, 0000 Xxxxxxxxxx Date: March 11, 2008 Settlement Date: 2014 (T+3T+5) January 16, 2008 CUSIP: 144A: 000000XX0 Reg S: X00000XX0 00000XXX0 ISIN: USU84517AA68 US00912XAM65 Denominations/Multiples: 2,000x1,000 Bookrunners$2,000 x $1,000 Ratings*: JPMorgan Banc of America S&P [·] / Kroll: [·] Joint Book-Running Managers: Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBS Greenwich Securities Inc. Barclays Capital Co-Managers: Inc. BMO Capital Markets Corp. BNP Paribas Securities Corp. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Fifth Third Securities, Inc. Xxxxxxx, Sachs & Co. Mizuho Securities USA Inc. Xxxxxx Xxxxxxx & Co., LLC RBC Capital Markets SunTrust Xxxxxxxx Xxxxxxxx Capital One Southcoast Comerica Securities Annex B BBVA Securities KeyBanc Capital Markets Mitsubishi UFJ Securities Xxxxx Xxxxxxx Markets, LLC Xxxxx Fargo Securities, LLC *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 issuer has filed a registration statement including a prospectus and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by contacting: (i) Citigroup Global Markets Inc. c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling toll-free at 1-800-831-9146, or by email at xxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx, (ii) X.X. Xxxxxx Securities Changes LLC at 000 Xxxxxxx Xxx. Xxx Xxxx, XX 00000 or calling collect at 000-000-0000, (iii) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at: xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx or calling toll-free 1-800-294-1322 or (iv) RBS Securities Inc. at 000 Xxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000, by calling toll-free 0-000-000-0000. Any disclaimer or other notice that may appear below is not applicable to the Capitalization this communication and should be disregarded. Such disclaimer or notice was automatically generated as reflected on page 31 a result of the Preliminary Offering Memorandum dated January 4, 2008 Revolving Credit Facility, As of September 30, 2007, As Adjusted = $3,300 (Dollars in thousands) Total Debt, As of September 30, 2007, As Adjusted = $740,500 (Dollars in thousands) As of January 9, 2008, we had $879.6 million outstanding under our revolving credit facility. ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States:this communication being sent by Bloomberg or another email system.

Appears in 1 contract

Samples: Air Lease Corp

Additional Time of Sale Information. 1. Term sheet containing the terms of the securitiesSecurities, substantially in the form of Annex B. B hereto. Annex A ANNEX B Southwestern Energy Company Offering of Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-207308 Supplementing the Preliminary Prospectus Supplement dated April 4, 2016 (to Prospectus dated October 6, 2015) AIR LEASE CORPORATION $600,000,000 7.53.375% Senior Notes due 2018 (the “Notes Offering”) 2021 Pricing Term Sheet Date: April 4, 2016 Issuer: Southwestern Energy Company Air Lease Corporation Security Description: 3.375% Senior Notes Distribution: 144A/RegS with Registration Rights if Securities not freely tradeable 365 days after closing date Facedue 2021 Principal Amount: $600,000,000 Gross ProceedsNet Proceeds (before expenses): $590,754,000 Maturity Date: $600,000,000 June 1, 2021 Coupon: 7.53.375% Maturity: February 1, 2018 Offering Issue Price: 100.00099.059% of face amount Yield to Maturity: 7.53.576% Benchmark Treasury Spot / Yield: 100-03 3/4 / 1.226% Spread to Benchmark Treasury: +368 +235 basis points BenchmarkBenchmark Treasury: UST 4.251.250% due 11/15/2017 Ratings: Ba2/BB+ March 31, 2021 Interest Pay Payment Dates: February June 1 and August 1 Beginning: August December 1, 2008 commencing December 1, 2016 (long first coupon) Optional redemptionRedemption: Make-whole call @ T+50bps at T+37.5 basis points. Change of controlControl Repurchase Event: Put @ Puttable at 101% of principal plus accrued and unpaid interest interest, except if any, to the date of purchase. Use of Proceeds: We currently intend to use the net proceeds of this offering for general corporate purposes, which may include, among other things, the purchase of commercial aircraft and the repayment of existing indebtedness. Affiliates of the underwriters may receive a portion of the net proceeds to the extent we use the net proceeds to repay indebtedness under which certain of the underwriters or their affiliates are lenders. Pending any specific application, we may temporarily invest funds in certain circumstances where Notes are and continue to be rated Investment Grade short-term investments, including marketable securities. Trade Date: January 11April 4, 2008 2016 Settlement Date: (T+3) January 16T+5; April 11, 2008 2016 CUSIP: 144A: 000000XX0 Reg S: X00000XX0 00000XXX0 ISIN: USU84517AA68 US00912XAS36 Denominations/Multiples: 2,000x1,000 Bookrunners$2,000 x $1,000 Annex B-1 Joint Book-Running Managers: JPMorgan Banc of America X.X. Xxxxxx Securities LLC RBS Greenwich Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC Capital Co-Managers: Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. BMO Capital Markets Corp. BNP Paribas Securities Corp. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Fifth Third Securities, Inc. Lloyds Securities Inc. Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. Xxxxxx Xxxxxxx & Co. LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Xxxxx Fargo Securities, LLC The issuer has filed a registration statement including a prospectus and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by contacting: (i) X.X. Xxxxxx Securities LLC at 000 Xxxxxxx Xxx., Xxx Xxxx, Xxx Xxxx 00000 or by calling collect at 0 (000) 000-0000; (ii) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, 000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Prospectus Department, or by calling 1 (800) 294-1322; (iii) RBC Capital Markets Markets, LLC, Three World Financial Center, 000 Xxxxx Xxxxxx, New York, New York 10281 or by calling 0 (000) 000-0000; or (iv) SunTrust Xxxxxxxx Xxxxxxxx Capital One Southcoast Comerica Securities Annex B BBVA Securities KeyBanc Capital Markets Mitsubishi UFJ Securities Xxxxx Xxxxxxxx, Inc., 0000 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxx Fargo Securities Changes 00000 or by calling 0 (000) 000-0000. Any disclaimer or other notice that may appear below is not applicable to the Capitalization this communication and should be disregarded. Such disclaimer or notice was automatically generated as reflected on page 31 a result of the Preliminary Offering Memorandum dated January 4, 2008 Revolving Credit Facility, As of September 30, 2007, As Adjusted = $3,300 (Dollars in thousands) Total Debt, As of September 30, 2007, As Adjusted = $740,500 (Dollars in thousands) As of January 9, 2008, we had $879.6 million outstanding under our revolving credit facility. ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States:this communication being sent by Bloomberg or another email system

Appears in 1 contract

Samples: Underwriting Agreement (Air Lease Corp)

Additional Time of Sale Information. 1. Term sheet containing the terms of the securities, substantially in the form of Annex B. Annex A ANNEX B Southwestern Energy Company Offering of $600,000,000 7.5% Senior Notes due 2018 (the “Notes Offering”) Pricing Term Sheet [FOLLOWS] 37 ENERGIZER HOLDINGS, INC. Pricing Supplement May 16, 2011 Issuer: Southwestern Energy Company Security Description: Senior Notes Distribution: 144A/RegS with Registration Rights if Securities not freely tradeable 365 days after closing date FaceEnergizer Holdings, Inc. Size: $600,000,000 Gross ProceedsGuarantee: $600,000,000 Coupon: 7.5% The notes will be guaranteed by existing and future subsidiaries that are guarantors under any of the Company’s credit agreements or other indebtedness for borrowed money. Maturity: February 1May 19, 2018 Offering Price2021 Price to Public: 100.00099.992% Coupon (Interest Rate): 4.700% Yield to Maturity: 7.54.701% Spread to Benchmark Treasury: +368 basis points BenchmarkT+155bps Benchmark Treasury: UST 4.253.125% due 11/15/2017 RatingsMay 15, 2021 Benchmark Treasury Price and Yield: Ba2/BB+ 99-25 / 3.151% Interest Pay Payment Dates: February 1 May 19 and August 1 BeginningNovember 19, commencing on November 19, 2011 Optional Redemption: August 1, 2008 Optional redemption: MakeGreater of par and make-whole call @ T+50bps Change of control: Put @ 101% of principal plus accrued and unpaid interest , except at the Treasury Rate (as defined in certain circumstances where Notes are and continue to be rated Investment Grade Trade Date: January 11, 2008 Settlement Date: (T+3) January 16, 2008 CUSIP: 144A: 000000XX0 Reg S: X00000XX0 ISIN: USU84517AA68 Denominations: 2,000x1,000 Bookrunners: JPMorgan Banc of America Securities LLC RBS Greenwich Capital Co-Managers: BMO Capital Markets Mizuho Securities USA Inc. RBC Capital Markets SunTrust Xxxxxxxx Xxxxxxxx Capital One Southcoast Comerica Securities Annex B BBVA Securities KeyBanc Capital Markets Mitsubishi UFJ Securities Xxxxx Xxxxxxx Xxxxx Fargo Securities Changes to the Capitalization as reflected on page 31 of the Preliminary Offering Memorandum dated January 4May 16, 2008 Revolving Credit Facility2011) plus 25 basis points, As plus, in either case, accrued interest to the date of September 30redemption. Trade Date: May 16, 20072011 Settlement Date: May 19, As Adjusted = $3,300 2011 (Dollars T+3) 144A CUSIP: 29266R AA6 144A ISIN: US29266RAA68 REG S CUSIP: U2918Q AA4 REG S ISIN: USU2918QAA41 38 Joint Book-Running Managers: Xxxxxxx, Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC Co-Managers Mitsubishi UFJ Securities (USA), Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. This communication is confidential and is for your information only and is not intended to be used by anyone other than you. The information in thousands) Total Debtthis communication does not purport to be a complete description of these securities or the offering. For a complete description, As please refer to the offering memorandum for the offering. The notes have not been and will not be registered under the Securities Act of September 301933 and are being offered and sold in the United States only to qualified institutional buyers in reliance on the Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The notes are not transferable except in accordance with the restrictions described under “Transfer restrictions” in the Preliminary Offering Memorandum. 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. You may obtain a copy of the offering memorandum for the offering if you request it by contacting Xxxxxxx, 2007Sachs & Co. at 0-000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx, As Adjusted = $740,500 (Dollars in thousands) As of January 9Xxxxxxx Lynch, 2008Pierce, we had $879.6 million outstanding under our revolving credit facilityXxxxxx & Xxxxx Incorporated at 1-800-294-1322, and X.X. Xxxxxx Securities LLC collect at 0-000-000-0000. 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: Registration Rights Agreement (Energizer Holdings Inc)

Additional Time of Sale Information. 1. Term sheet containing the terms of the securitiesSecurities, substantially in the form of Annex B. Annex A ANNEX B Southwestern Energy Company Pricing Term Sheet, dated March 7, 2019 to Preliminary Offering Memorandum dated March 7, 2019 Strictly Confidential ARCHROCK PARTNERS, L.P. ARCHROCK PARTNERS FINANCE CORP. This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering 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. Issuers: Archrock Partners, L.P. Archrock Partners Finance Corp. Guarantors: Archrock, Inc. and all of $600,000,000 7.5its subsidiaries (other than the Issuers) Security description: 6.875% Senior Notes due 2018 (the “Notes Offering”) Issuer: Southwestern Energy Company Security Description: Senior Notes 2027 Distribution: 144A/RegS with Registration Rights if Securities not freely tradeable 365 days after closing date FaceRegulation S for life Aggregate principal amount / Gross proceeds: $600,000,000 Gross Proceeds500,000,000 Maturity: $600,000,000 April 1, 2027 Coupon: 7.56.875% Maturity: February 1, 2018 Offering PriceIssue price: 100.000% of face amount. Yield to Maturitymaturity: 7.56.875% Benchmark Treasury: UST 2.375% due May 15, 2027 Spread to Benchmark Treasury: +368 basis points Benchmark: UST 4.25% due 11/15/2017 Ratings: Ba2/BB+ + 429 bps Interest Pay Payment Dates: February April 1 and August 1 Beginning: August October 1, 2008 commencing October 1, 2019 Equity clawback: Up to 35% at 106.875% prior to April 1, 2022 Optional redemption: Make-whole call @ T+50bps T+50 bps prior to April 1, 2022 then: On or after April 1: Price: 2022 105.156 % 2023 103.438 % 2024 101.719 % 2025 and thereafter 100.000 % Change of control: Put @ Offer to purchase at 101% of principal plus accrued and unpaid interest to, except but not including, the date of purchase. Trade date: March 7, 2019 Settlement: T+10; March 21, 2019. It is expected that delivery of the notes will be made against payment therefor on or about March 21, 2019 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 Exchange Act, trades in certain circumstances where Notes 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 prior to delivery 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 and continue to be rated Investment Grade Trade Date: January 11, 2008 Settlement Date: (T+3) January 16, 2008 should consult their own advisors. CUSIP/ISIN: 144A: 000000XX0 Reg 00000XXX0/ US03959KAA88 Regulation S: X00000XX0 ISINX0000XXX0/USU2214KAA89 Denominations/Multiple: USU84517AA68 Denominations$2,000 x 1,000 Ratings*: 2,000x1,000 BookrunnersXxxxx’x: JPMorgan Banc of America B2 / S&P: B+ Joint Book-Running Managers: X.X. Xxxxxx Securities LLC RBS Greenwich Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC Capital Markets, LLC Regions Securities LLC Scotia Capital (USA) Inc. Xxxxx Fargo Securities, LLC TD Securities (USA) LLC Senior Co-Managers: BMO Citigroup Global Markets Inc. BB&T Capital Markets, a division of BB&T Securities, LLC Co-Managers: CIT Capital Securities LLC PNC Capital Markets Mizuho LLC SMBC Nikko Securities USA America, Inc. RBC Capital Markets SunTrust Xxxxxxxx Xxxxxxxx Capital One Southcoast Comerica Securities Annex B BBVA Securities KeyBanc Capital Markets Mitsubishi UFJ Inc. FTN Financial Securities Xxxxx Corp Xxxxxxx Xxxxx Fargo Securities Changes & Co. LLC Xxxxxxx Xxxxx & Associates, 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 complete description of these notes or the Capitalization as reflected on page 31 of offering. Please refer to the Preliminary Offering Memorandum dated January 4, 2008 Revolving Credit Facility, As of September 30, 2007, As Adjusted = $3,300 (Dollars for a complete description. This communication is being distributed in thousands) Total Debt, As of September 30, 2007, As Adjusted = $740,500 (Dollars in thousands) As of January 9, 2008, we had $879.6 million outstanding under our revolving credit facility. ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, and sales of Securities outside the United States:States solely to Non-U.S. persons as defined under Regulation S. The notes have not been registered under the Securities Act of 1933, as 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) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. 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

Appears in 1 contract

Samples: Purchase Agreement (Archrock 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 A ANNEX B Southwestern Energy Company Offering of [See attached] Issuer Free Writing Prospectus filed pursuant to Rule 433 supplementing the Preliminary Prospectus Supplement dated February 26, 2015 and the Prospectus dated October 16, 2014 Registration No. 333-199425 Pricing Term Sheet CDW LLC CDW FINANCE CORPORATION $600,000,000 7.5525,000,000 5.0% Senior Notes due 2018 2023 Pricing Supplement, dated February 26, 2015, to the Preliminary Prospectus Supplement, dated February 26, 2015 (the “Notes OfferingPreliminary 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: Southwestern Energy Company Security Description: Senior Notes Distribution: 144A/RegS with Registration Rights if Securities not freely tradeable 365 days after closing date Face$525,000,000 Net Proceeds to Issuer before Gross Spread: $600,000,000 Gross Proceeds525,000,000 Final Maturity Date: $600,000,000 Coupon: 7.5% Maturity: February September 1, 2018 Offering 2023 Issue Price: 100.000100.0% Yield to Maturityplus accrued interest, if any, from Maxxx 0, 0000 Xxxxxx: 7.55.0% Spread to Benchmark Treasury: +368 +309 basis points BenchmarkBenchmark Treasury: UST 4.252.50% due 11/15/2017 RatingsAugust 15, 2023 Gross Spread: Ba2/BB+ 1.125% of the principal amount of the Notes Interest Pay Payment Dates: March 1 and September 1 Record Dates: February 1 15 and August 1 Beginning15 First Interest Payment Date: August September 1, 2008 Optional redemption: Make-whole call @ T+50bps Change of control: Put @ 101% of principal plus accrued and unpaid interest , except in certain circumstances where Notes are and continue to be rated Investment Grade Trade Date: January 11, 2008 Settlement Date: (T+3) January 16, 2008 CUSIP: 144A: 000000XX0 Reg S: X00000XX0 ISIN: USU84517AA68 Denominations: 2,000x1,000 Bookrunners: JPMorgan Banc of America Securities LLC RBS Greenwich Capital Co-Managers: BMO Capital Markets Mizuho Securities USA Inc. RBC Capital Markets SunTrust Xxxxxxxx Xxxxxxxx Capital One Southcoast Comerica Securities Annex B BBVA Securities KeyBanc Capital Markets Mitsubishi UFJ Securities Xxxxx Xxxxxxx Xxxxx Fargo Securities Changes to the Capitalization as reflected on page 31 of the Preliminary Offering Memorandum dated January 4, 2008 Revolving Credit Facility, As of September 30, 2007, As Adjusted = $3,300 (Dollars in thousands) Total Debt, As of September 30, 2007, As Adjusted = $740,500 (Dollars in thousands) As of January 9, 2008, we had $879.6 million outstanding under our revolving credit facility. ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States:2015

Appears in 1 contract

Samples: Underwriting Agreement (CDW Corp)

Additional Time of Sale Information. 1. Term sheet containing the terms of the securitiesSecurities, substantially in the form of Annex B. B hereto. Annex A ANNEX B Southwestern Energy Company Offering of Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-207308 Supplementing the Preliminary Prospectus Supplement dated September 26, 2016 (to Prospectus dated October 6, 2015) AIR LEASE CORPORATION $600,000,000 7.5500,000,000 2.125% Senior Notes due 2018 (the “Notes Offering”) 2020 Pricing Term Sheet Date: September 26, 2016 Issuer: Southwestern Energy Company Air Lease Corporation Security Description: 2.125% Senior Notes Distribution: 144A/RegS with Registration Rights if Securities not freely tradeable 365 days after closing date Facedue 2020 Principal Amount: $600,000,000 Gross Proceeds500,000,000 Net Proceeds (before expenses): $495,965,000 Maturity Date: $600,000,000 January 15, 2020 Coupon: 7.52.125% Maturity: February 1, 2018 Offering Issue Price: 100.00099.643% of face amount Benchmark Treasury: 0.875% due September 15, 2019 Benchmark Treasury Spot / Yield: 100-01 / 0.864% Spread to Benchmark Treasury: +137.5 basis points Yield to Maturity: 7.52.239% Spread to Treasury: +368 basis points Benchmark: UST 4.25% due 11/15/2017 Ratings: Ba2/BB+ Interest Pay Payment Dates: February 1 January 15 and August 1 BeginningJuly 15, commencing January 15, 2017 (short first coupon) Optional Redemption: August 1We may redeem the Notes at our option, 2008 Optional redemption: Make-in whole call @ T+50bps or in part at any time and from time to time, on not less than 30 nor more than 60 days’ notice. On any date prior to January 15, 2020, we may redeem the Notes in whole or in part at a redemption price equal to 100% of the aggregate principal amount of the Notes plus an Applicable Premium, calculated using the applicable Treasury Rate plus 20 basis points, plus accrued and unpaid interest, if any, to the redemption date. Change of controlControl Repurchase Event: Put @ Puttable at 101% of principal plus accrued and unpaid interest interest, except if any, to the date of purchase. Use of Proceeds: We currently intend to use the net proceeds of this offering for general corporate purposes, which may include, among other things, the purchase of commercial aircraft and the repayment of existing indebtedness. Affiliates of the underwriters may receive a portion of the net proceeds to the extent we use the net proceeds to repay indebtedness under which certain of the underwriters or their affiliates are lenders. Pending any specific application, we may temporarily invest funds in certain circumstances where Notes are and continue to be rated Investment Grade short-term investments, including marketable securities. Trade Date: January 11September 26, 2008 2016 T+5; October 3, 2016 Settlement Date: (T+3) January 16, 2008 CUSIP: 144A: 000000XX0 Reg S: X00000XX0 00912X AU8 ISIN: USU84517AA68 US00912XAU81 Denominations/Multiples: 2,000x1,000 Bookrunners: JPMorgan Banc of America Securities LLC RBS Greenwich Capital Co$2,000 x $1,000 Joint Book-Running Managers: Xxxxxxx, Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Santander Investment Securities Inc. Xxxxx Fargo Securities, LLC BMO Capital Markets Corp. BNP Paribas Securities Corp. Citigroup Global Markets Inc. Fifth Third Securities, Inc. ICBC Standard Bank Plc X.X. Xxxxxx Securities LLC Lloyds Securities Inc. Mizuho Securities USA Inc. Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. RBC Capital Markets Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx Capital One Southcoast Comerica Securities Annex B BBVA Securities KeyBanc Xxxxxxxx, Inc. Co-Manager: Loop Capital Markets Mitsubishi UFJ Securities LLC The issuer has filed a registration statement including a prospectus and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by contacting: (i) Xxxxxxx, Sachs & Co., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, telephone: (000) 000-0000, facsimile: 000-000-0000, e-mail: xxxxxxxxxx-xx@xx.xxxxx.xx.xxx, Attn: Prospectus Department; (ii) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 28255-0001, Attn: Prospectus Department, or by calling 1 (800) 294-1322; (iii) Santander Investment Securities Inc., 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or by calling toll-free at (000) 000-0000; or (iv) Xxxxx Fargo Securities Changes Securities, LLC, 000 0xx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: WFS Customer Service, or by calling 0 (000) 000-0000. Any disclaimer or other notice that may appear below is not applicable to the Capitalization this communication and should be disregarded. Such disclaimer or notice was automatically generated as reflected on page 31 a result of the Preliminary Offering Memorandum dated January 4, 2008 Revolving Credit Facility, As of September 30, 2007, As Adjusted = $3,300 (Dollars in thousands) Total Debt, As of September 30, 2007, As Adjusted = $740,500 (Dollars in thousands) As of January 9, 2008, we had $879.6 million outstanding under our revolving credit facility. ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States:this communication being sent by Bloomberg or another email system.

Appears in 1 contract

Samples: Underwriting Agreement (Air Lease Corp)

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Additional Time of Sale Information. 1. Term sheet containing the terms of the securitiesSecurities, substantially in the form of Annex B. B hereto. Annex A ANNEX B Southwestern Energy Company Offering of Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-207308 Supplementing the Preliminary Prospectus Supplement dated August 8, 2016 (to Prospectus dated October 6, 2015) AIR LEASE CORPORATION $600,000,000 7.5750,000,000 3.000% Senior Notes due 2018 (the “Notes Offering”) 2023 Pricing Term Sheet Date: August 8, 2016 Issuer: Southwestern Energy Company Air Lease Corporation Security Description: 3.000% Senior Notes Distribution: 144A/RegS with Registration Rights if Securities not freely tradeable 365 days after closing date Facedue 2023 Principal Amount: $600,000,000 Gross Proceeds750,000,000 Net Proceeds (before expenses): $735,247,500 Maturity Date: $600,000,000 September 15, 2023 Coupon: 7.53.000% Maturity: February 1, 2018 Offering Issue Price: 100.00098.658% of face amount Benchmark Treasury: 1.250% due July 31, 2023 Benchmark Treasury Spot / Yield: 98-29+ / 1.413% Spread to Benchmark Treasury: +180 basis points Yield to Maturity: 7.53.213% Spread to Treasury: +368 basis points Benchmark: UST 4.25% due 11/15/2017 Ratings: Ba2/BB+ Interest Pay Payment Dates: February 1 March 15 and August 1 BeginningSeptember 15, commencing March 15, 2017 (long first coupon) Optional Redemption: August 1We may redeem the Notes at our option, 2008 Optional in whole or in part at any time and from time to time, on not less than 30 nor more than 60 days’ notice. On any date prior to July 15, 2023, we may redeem the Notes in whole or in part at a redemption price equal to 100% of the aggregate principal amount of the Notes plus an Applicable Premium, calculated using the applicable Treasury Rate plus 30 basis points, plus accrued and unpaid interest, if any, to the redemption date. On or after July 15, 2023, we may redeem the Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of redemption: Make-whole call @ T+50bps . Change of controlControl Repurchase Event: Put @ Puttable at 101% of principal plus accrued and unpaid interest interest, except if any, to the date of purchase. Use of Proceeds: We currently intend to use the net proceeds of this offering for general corporate purposes, which may include, among other things, the purchase of commercial aircraft and the repayment of existing indebtedness. Affiliates of the underwriters may receive a portion of the net proceeds to the extent we use the net proceeds to repay indebtedness under which certain of the underwriters or their affiliates are lenders. Pending any specific application, we may temporarily invest funds in certain circumstances where Notes are and continue to be rated Investment Grade short-term investments, including marketable securities. Trade Date: January 11August 8, 2008 2016 Annex B-1 Settlement Date: (T+3) January 16T+5; August 15, 2008 2016 CUSIP: 144A: 000000XX0 Reg S: X00000XX0 00912X AT1 ISIN: USU84517AA68 US00912XAT19 Denominations/Multiples: 2,000x1,000 Bookrunners$2,000 x $1,000 Joint Book-Running Managers: JPMorgan Banc of America Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC RBS Greenwich Capital Co-Managers: BMO Capital Markets Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Mizuho Securities USA Inc. BMO Capital Markets Corp. BNP Paribas Securities Corp. Fifth Third Securities, Inc. Xxxxxxx, Sachs & Co. ICBC Standard Bank Plc Lloyds Securities Inc. Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. RBC Capital Markets Markets, LLC Santander Investment Securities Inc. SunTrust Xxxxxxxx Xxxxxxxx Capital One Southcoast Comerica Xxxxxxxx, Inc. Xxxxx Fargo Securities, LLC The issuer has filed a registration statement including a prospectus and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by contacting: (i) Citigroup Global Markets Inc. c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 or by calling at 1 (800) 831-9146; (ii) X.X. Xxxxxx Securities Annex B BBVA Securities KeyBanc Capital Markets Mitsubishi UFJ Securities LLC at 000 Xxxxxxx Xxx., Xxx Xxxx, Xxx Xxxx 00000 or by calling collect at 0 (000) 000-0000; (iii) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx xxxxx, Xxxxxxxxx, Xxxxx Fargo Xxxxxxxx 28255-0001, Attn: Prospectus Department, or by calling 1 (800) 294-1322; or (iv) Mizuho Securities Changes USA Inc., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or by calling 1 (866) 271-7403. Any disclaimer or other notice that may appear below is not applicable to the Capitalization this communication and should be disregarded. Such disclaimer or notice was automatically generated as reflected on page 31 a result of the Preliminary Offering Memorandum dated January 4, 2008 Revolving Credit Facility, As of September 30, 2007, As Adjusted = $3,300 (Dollars in thousands) Total Debt, As of September 30, 2007, As Adjusted = $740,500 (Dollars in thousands) As of January 9, 2008, we had $879.6 million outstanding under our revolving credit facility. ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States:this communication being sent by Bloomberg or another email system.

Appears in 1 contract

Samples: Underwriting Agreement (Air Lease Corp)

Additional Time of Sale Information. 1. Term sheet containing the terms of the securitiesSecurities, substantially in the form of Annex B. B hereto. Annex A ANNEX B Southwestern Energy Company Offering of Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-184382 Supplementing the Preliminary Prospectus Supplement dated January 7, 2015 (to Prospectus dated October 11, 2012) AIR LEASE CORPORATION $600,000,000 7.53.750% Senior Notes due 2018 (the “Notes Offering”) 2022 Pricing Term Sheet Date: January 7, 2015 Issuer: Southwestern Energy Company Air Lease Corporation Security Description: 3.750% Senior Notes Distribution: 144A/RegS with Registration Rights if Securities not freely tradeable 365 days after closing date Facedue 2022 Principal Amount: $600,000,000 Gross Proceeds: Net Proceeds (before expenses): $600,000,000 Coupon: 7.5% Maturity592,134,000 Maturity Date: February 1, 2018 Offering 2022 Coupon: 3.750% Issue Price: 100.00099.289% of face amount Yield to Maturity: 7.53.866% Benchmark Treasury Spot / Yield: 102-11 / 1.766% Spread to Benchmark Treasury: +368 +210 basis points BenchmarkBenchmark Treasury: UST 4.252.125% due 11/15/2017 Ratings: Ba2/BB+ December 31, 2021 Interest Pay Payment Dates: February 1 and August 1 Beginning: 1, commencing August 1, 2008 2015 (long first coupon) Optional redemptionRedemption: Make-whole call @ T+50bps at T+35 basis points. During the 2-month period preceding the maturity date, the Company may redeem the Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of redemption. Change of controlControl Repurchase Event: Put @ Putable at 101% of principal plus accrued and unpaid interest interest, except in if any, to the date of purchase. Use of Proceeds: We currently intend to use the net proceeds of this offering for general corporate purposes, which may include, among other things, the purchase of commercial aircraft and the repayment of existing indebtedness. Affiliates of the underwriters may receive a portion of the net proceeds, to the extent we use the net proceeds to repay indebtedness under which certain circumstances where Notes of the underwriters or their affiliates are and continue to be rated Investment Grade lenders. Trade Date: January 117, 2008 2015 Settlement Date: (T+3) T+5; January 1614, 2008 2015 CUSIP: 144A: 000000XX0 Reg S: X00000XX0 00000XXX0 ISIN: USU84517AA68 US00912XAQ79 Denominations/Multiples: 2,000x1,000 Bookrunners$2,000 x $1,000 Annex B-1 Joint Book-Running Managers: JPMorgan Banc of America BNP Paribas Securities Corp. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC RBS Greenwich Capital Co-Managers: BMO Capital Markets Corp. Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC Fifth Third Securities, Inc. Xxxxxxx, Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Mizuho Securities USA Inc. Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets Markets, LLC RBS Securities Inc. SunTrust Xxxxxxxx Xxxxxxxx Capital One Southcoast Comerica Securities Annex B BBVA Securities KeyBanc Capital Markets Mitsubishi UFJ Securities Xxxxx Xxxxxxx Xxxxxxxx, Inc. Xxxxx Fargo Securities, LLC The issuer has filed a registration statement including a prospectus and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by contacting: (i) BNP Paribas Securities Changes Corp. toll free at 0-000-000-0000, (ii) Citigroup Global Markets Inc. c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling toll-free at 1-800-831-9146, or by email at xxxxxxxxxx@xxxx.xxx, (iii) Deutsche Bank Securities Inc., Attention: Prospectus Group 00 Xxxx Xxxxxx, Xxx Xxxx, XX 00000-0000 or calling toll-free at 1-800-503-4611, or by email at xxxxxxxxxx.xxxx@xx.xxx, or (iv) X.X. Xxxxxx Securities LLC at 000 Xxxxxxx Xxx. Xxx Xxxx, XX 00000 or calling collect at 000-000-0000. Any disclaimer or other notice that may appear below is not applicable to the Capitalization this communication and should be disregarded. Such disclaimer or notice was automatically generated as reflected on page 31 a result of the Preliminary Offering Memorandum dated January 4, 2008 Revolving Credit Facility, As of September 30, 2007, As Adjusted = $3,300 (Dollars in thousands) Total Debt, As of September 30, 2007, As Adjusted = $740,500 (Dollars in thousands) As of January 9, 2008, we had $879.6 million outstanding under our revolving credit facility. ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States:this communication being sent by Bloomberg or another email system.

Appears in 1 contract

Samples: Air Lease Corp

Additional Time of Sale Information. 1. Term sheet containing the terms of the securitiesSecurities, substantially in the form of Annex B. B hereto. Annex A ANNEX B Southwestern Energy Company Offering of Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-207308 Supplementing the Preliminary Prospectus Supplement dated June 5, 2017 (to Prospectus dated October 6, 2015) AIR LEASE CORPORATION $600,000,000 7.52.625% Senior Notes due 2018 (the “Notes Offering”) 2022 Pricing Term Sheet Date: June 5, 2017 Issuer: Southwestern Energy Company Air Lease Corporation Security Description: 2.625% Senior Notes Distribution: 144A/RegS with Registration Rights if Securities not freely tradeable 365 days after closing date Facedue 2022 Principal Amount: $600,000,000 Gross ProceedsNet Proceeds (before expenses): $593,718,000 Maturity Date: $600,000,000 July 1, 2022 Coupon: 7.52.625% Maturity: February 1, 2018 Offering Issue Price: 100.00099.553% of face amount Benchmark Treasury: 1.750% due May 31, 2022 Benchmark Treasury Spot / Yield: 100-01+/1.740% Spread to Benchmark Treasury: +98 basis points Yield to Maturity: 7.52.720% Spread to Treasury: +368 basis points Benchmark: UST 4.25% due 11/15/2017 Ratings: Ba2/BB+ Interest Pay Payment Dates: February January 1 and August 1 Beginning: August July 1, 2008 commencing January 1, 2018 (long first coupon) Optional redemptionRedemption: Make-We may redeem the Notes at our option, in whole call @ T+50bps or in part at any time and from time to time, on not less than 30 nor more than 60 days’ notice. On any date prior to June 1, 2022, we may redeem the Notes, at our option, in whole or in part at a redemption price equal to 100% of the aggregate principal amount of the Notes plus an Applicable Premium, calculated using the applicable Treasury Rate plus 15 basis points, plus accrued and unpaid interest, if any, to the redemption date. On or after June 1, 2022, we may redeem the Notes, at our option, in whole or in part at a redemption price equal to 100% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to the redemption date. Change of controlControl Repurchase Event: Put @ Puttable at 101% of principal plus accrued and unpaid interest interest, except if any, to the date of purchase. Use of Proceeds: We currently intend to use the net proceeds of this offering for general corporate purposes, which may include, among other things, the purchase of commercial aircraft and the repayment of existing indebtedness. Affiliates of the underwriters may receive a portion of the net proceeds to the extent we use the net proceeds to repay indebtedness under which certain of the underwriters or their affiliates are lenders. Pending any specific application, we may temporarily invest funds in certain circumstances where Notes are and continue to be rated Investment Grade short-term investments, including marketable securities. Trade Date: January 11June 5, 2008 2017 Settlement Date: (T+3) January 16T+5; June 12, 2008 2017 Annex B-1 CUSIP: 144A: 000000XX0 Reg S: X00000XX0 00000XXX0 ISIN: USU84517AA68 US00912XAW48 Denominations/Multiples: 2,000x1,000 Bookrunners$2,000 x $1,000 Joint Book-Running Managers: JPMorgan Banc of America Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC RBS Greenwich Capital Co-Managers: SunTrust Xxxxxxxx Xxxxxxxx, Inc. BMO Capital Markets Corp. BNP Paribas Securities Corp. Commonwealth Bank of Australia Fifth Third Securities, Inc. ICBC Standard Bank PLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. Loop Capital Markets LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC SG Americas Securities, LLC Xxxxxx, Xxxxxxxx & Company, Incorporated Xxxxx Fargo Securities, LLC The issuer has filed a registration statement including a prospectus and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by contacting: (i) Citigroup Global Markets Inc. c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, by calling 1 (800) 831-9146 or by email at xxxxxxxxxx@xxxx.xxx; (ii) Xxxxxxx Xxxxx & Co. LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Prospectus Department, by calling 1 (866) 471-2526, by facsimile at 0 (000) 000-0000 or by e-mail at xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; (iii) X.X. Xxxxxx Securities LLC at 000 Xxxxxxx Xxx., Xxx Xxxx, Xxx Xxxx 00000 or by calling collect at 0 (000) 000-0000; or (iv) SunTrust Xxxxxxxx Xxxxxxxx Capital One Southcoast Comerica Securities Annex B BBVA Securities KeyBanc Capital Markets Mitsubishi UFJ Securities Xxxxx Xxxxxxx Xxxxx Fargo Securities Changes Xxxxxxxx, Inc. at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, Attn: Prospectus Dept., by calling 0 (000) 000-0000 or by e-mail at XXXXxxxx@XxxXxxxx.xxx. Any disclaimer or other notice that may appear below is not applicable to the Capitalization this communication and should be disregarded. Such disclaimer or notice was automatically generated as reflected on page 31 a result of the Preliminary Offering Memorandum dated January 4, 2008 Revolving Credit Facility, As of September 30, 2007, As Adjusted = $3,300 (Dollars in thousands) Total Debt, As of September 30, 2007, As Adjusted = $740,500 (Dollars in thousands) As of January 9, 2008, we had $879.6 million outstanding under our revolving credit facility. ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States:this communication being sent by Bloomberg or another email system.

Appears in 1 contract

Samples: Underwriting Agreement (Air Lease Corp)

Additional Time of Sale Information. 1. Term sheet containing the terms of the securitiesSecurities, substantially in the form of Annex B. Annex A ANNEX B Southwestern Energy Company Offering of $600,000,000 7.5Filed Pursuant to Rule 433 Registration Statement Nos. 333-239060, 300-000000-00, 300-000000-00, 300-000000-00, and 300-000000-0 Amcor Flexibles North America, Inc. US$800,000,000 2.690% Senior Notes due 2018 2031 With full and unconditional guarantees as to payment of principal and interest by each of Amcor plc Amcor Finance (the “Notes Offering”) USA), Inc. Amcor UK Finance plc Amcor Pty Ltd. Pricing Term Sheet – May 18, 2021 Issuer: Southwestern Energy Company Security DescriptionAmcor Flexibles North America, Inc. Guarantors: Amcor plc, Amcor Finance (USA) Inc., Amcor UK Finance plc and Amcor Pty Ltd Principal Amount: US$800,000,000 Ranking: Senior Unsecured Format: SEC Registered Global Notes DistributionTrade Date: 144A/RegS with Registration Rights if Securities not freely tradeable 365 days after closing date FaceMay 18, 2021 Settlement Date*: $600,000,000 Gross ProceedsMay 25, 2021 (T+5) (New York Business Days for Settlement) Maturity Date: $600,000,000 CouponMay 25, 2031 Benchmark Treasury: 7.5UST 1.625% Maturitydue May 15, 2031 Benchmark Treasury Price and Yield: February 1, 2018 Offering Price: 100.000% Yield to Maturity: 7.599-26 / 1.645% Spread to Benchmark Treasury: +368 T+105bps Coupon: 2.690% per annum (payable semi-annually) Re-Offer Yield: 2.695% semi-annual Re-Offer Price: 99.956% Fees: 45 basis points BenchmarkAll-in Price: UST 4.2599.506% due 11/15/2017 RatingsRedemption Amount: Ba2/BB+ 100% of face value at Maturity Date Interest Pay Payment Dates: February 1 Payable semi-annually in arrears on May 25 and August 1 Beginning: August 1November 25 of each year, 2008 beginning November 25, 2021 and ending on the Maturity Date, subject to the Following Business Day Convention Optional redemptionRedemption: Make-whole Whole Call: T+20bps at any time before February 25, 2031 Par call @ T+50bps Change at any time on or after February 25, 2031 Day Count: 30/360, unadjusted Business Day Convention: Following Business Day Convention Business Days: New York, London, Sydney, Melbourne Governing Law: State of controlNew York law CUSIP: Put @ 101% 02344A AA6 ISIN: US02344AAA60 Denominations: Minimum of principal plus accrued US$2,000 with increments of US$1,000 thereafter Joint Book Running Managers: BofA Securities, Inc. Citigroup Global Markets Inc. HSBC Securities (USA) Inc. J.X. Xxxxxx Securities LLC BNP Paribas Securities Corp. MUFG Securities Americas Inc. TD Securities (USA) LLC *Note: It is expected that delivery of the Notes will be made to investors on or about May 25, 2021, which will be the fifth business day following the date of pricing of the Notes (such settlement being referred to as “T+5”). Under Rule 15c6-1 of the U.S. 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 Notes prior to two business days before the date of delivery will be required, by virtue of the fact that the Securities initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade Notes prior to two business days before the date of delivery should consult their own advisor. This communication is intended for the sole use of the person to whom it is provided by the sender. This document may not be reproduced, distributed or published by any recipient for any purpose. This document has been prepared for information purposes only and unpaid interest does not take into account the specific requirements, except investment objectives or financial circumstances of any recipient. The recipient should seek independent financial, legal, tax and other relevant advice and should independently verify the accuracy of the information contained in certain circumstances where this document. No EEA PRIIPs KID – No EEA PRIIPs key information document (KID) has been prepared as the Notes are and continue not available to be rated Investment Grade Trade Date: January 11, 2008 Settlement Date: (T+3) January 16, 2008 CUSIP: 144A: 000000XX0 Reg S: X00000XX0 ISIN: USU84517AA68 Denominations: 2,000x1,000 Bookrunners: JPMorgan Banc of America Securities LLC RBS Greenwich Capital Co-Managers: BMO Capital Markets Mizuho Securities USA Inc. RBC Capital Markets SunTrust Xxxxxxxx Xxxxxxxx Capital One Southcoast Comerica Securities Annex B BBVA Securities KeyBanc Capital Markets Mitsubishi UFJ Securities Xxxxx Xxxxxxx Xxxxx Fargo Securities Changes to retail in the Capitalization as reflected on page 31 of the Preliminary Offering Memorandum dated January 4, 2008 Revolving Credit Facility, As of September 30, 2007, As Adjusted = $3,300 (Dollars in thousands) Total Debt, As of September 30, 2007, As Adjusted = $740,500 (Dollars in thousands) As of January 9, 2008, we had $879.6 million outstanding under our revolving credit facility. ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States:European Economic Area.

Appears in 1 contract

Samples: Underwriting Agreement (Amcor PLC)

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