Common use of Additional Time of Sale Information Clause in Contracts

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B 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 its subsidiaries (other than the Issuers) Security description: 6.875% Senior Notes due 2027 Distribution: 144A/Regulation S for life Aggregate principal amount / Gross proceeds: $500,000,000 Maturity: April 1, 2027 Coupon: 6.875% Issue price: 100.000% of face amount. Yield to maturity: 6.875% Benchmark Treasury: UST 2.375% due May 15, 2027 Spread to Benchmark Treasury: + 429 bps Interest Payment Dates: April 1 and October 1, commencing October 1, 2019 Equity clawback: Up to 35% at 106.875% prior to April 1, 2022 Optional redemption: Make-whole call @ 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: Offer to purchase at 101% of principal plus accrued and unpaid interest to, 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 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 should consult their own advisors. CUSIP/ISIN: 144A: 00000XXX0/ US03959KAA88 Regulation S: X0000XXX0/USU2214KAA89 Denominations/Multiple: $2,000 x 1,000 Ratings*: Xxxxx’x: B2 / S&P: B+ Joint Book-Running Managers: X.X. Xxxxxx Securities LLC 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: Citigroup Global Markets Inc. BB&T Capital Markets, a division of BB&T Securities, LLC Co-Managers: CIT Capital Securities LLC PNC Capital Markets LLC SMBC Nikko Securities America, Inc. BBVA Securities Inc. FTN Financial Securities Corp Xxxxxxx Xxxxx & 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 offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, and outside the United 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.)

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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. B hereto. Annex A ANNEX B Pricing Term Sheet, dated March 7, 2019 Free Writing Prospectus Filed Pursuant to Preliminary Offering Memorandum dated March 7, 2019 Strictly Confidential ARCHROCK PARTNERS, L.P. ARCHROCK PARTNERS FINANCE CORPRule 433 Registration No. This pricing term sheet is qualified in its entirety by reference to 333-207308 Supplementing the Preliminary Offering Memorandum Prospectus Supplement dated April 4, 2016 (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. Issuers: Archrock PartnersProspectus dated October 6, L.P. Archrock Partners Finance Corp. Guarantors: Archrock, Inc. and all of its subsidiaries (other than the Issuers2015) Security description: 6.875AIR LEASE CORPORATION $600,000,000 3.375% Senior Notes due 2027 Distribution2021 Pricing Term Sheet Date: 144A/Regulation S for life Aggregate principal amount / Gross proceedsApril 4, 2016 Issuer: Air Lease Corporation Security Description: 3.375% Senior Notes due 2021 Principal Amount: $500,000,000 Maturity600,000,000 Net Proceeds (before expenses): $590,754,000 Maturity Date: April June 1, 2027 2021 Coupon: 6.8753.375% Issue pricePrice: 100.00099.059% of face amount. amount Yield to maturityMaturity: 6.8753.576% Benchmark TreasuryTreasury Spot / Yield: UST 2.375100-03 3/4 / 1.226% due May 15, 2027 Spread to Benchmark Treasury: + 429 bps +235 basis points Benchmark Treasury: 1.250% due March 31, 2021 Interest Payment Dates: April June 1 and October December 1, commencing October December 1, 2019 Equity clawback: Up to 35% at 106.875% prior to April 1, 2022 2016 (long first coupon) Optional redemptionRedemption: Make-whole call @ 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 % at T+37.5 basis points. Change of controlControl Repurchase Event: Offer to purchase Puttable at 101% of principal plus accrued and unpaid interest tointerest, but not includingif any, to the date of purchase. Trade dateUse of Proceeds: March 7We currently intend to use the net proceeds of this offering for general corporate purposes, 2019 Settlement: T+10; March 21which may include, 2019among other things, the purchase of commercial aircraft and the repayment of existing indebtedness. It is expected that delivery Affiliates of the notes will be made against payment therefor on or about March 21, 2019 which is underwriters may receive a portion of 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 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 net proceeds to the second business day prior extent we use the net proceeds to delivery will be required, by virtue repay indebtedness under which certain of the fact that the notes initially will settle underwriters or their affiliates are lenders. Pending any specific application, we may temporarily invest funds in T+10short-term investments, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisorsincluding marketable securities. Trade Date: April 4, 2016 Settlement Date: T+5; April 11, 2016 CUSIP/: 00000XXX0 ISIN: 144A: 00000XXX0/ US03959KAA88 Regulation S: X0000XXX0/USU2214KAA89 US00912XAS36 Denominations/MultipleMultiples: $2,000 x $1,000 Ratings*: Xxxxx’x: B2 / S&P: B+ Annex B-1 Joint Book-Running Managers: X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC Capital Markets, LLC Regions SunTrust Xxxxxxxx Xxxxxxxx, Inc. BMO Capital Markets Corp. BNP Paribas Securities LLC Scotia Capital 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 TD 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 (USA000) LLC Senior Co000-Managers0000; (ii) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, 000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Citigroup Global Markets Inc. BB&T Prospectus Department, or by calling 1 (800) 294-1322; (iii) RBC Capital Markets, a division of BB&T SecuritiesLLC, LLC CoThree World Financial Center, 000 Xxxxx Xxxxxx, New York, New York 10281 or by calling 0 (000) 000-Managers: CIT Capital Securities LLC PNC Capital Markets LLC SMBC Nikko Securities America0000; or (iv) SunTrust Xxxxxxxx Xxxxxxxx, Inc. BBVA Securities Inc. FTN Financial Securities Corp Inc., 0000 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxx & Co. LLC Xxxxxxx Xxxxx & Associates, Inc. This material is confidential and is for your information only and is not intended to be used 00000 or by anyone other than you. This information does not purport to be a complete description of these notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, and outside the United States solely to Noncalling 0 (000) 000-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 time0000. 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: 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. B hereto. Annex A ANNEX B Pricing Term Sheet, Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-184382 Supplementing the Preliminary Prospectus Supplement dated March 74, 2019 2014 (to Preliminary Offering Memorandum Prospectus dated March 7October 11, 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 its subsidiaries (other than the Issuers2012) Security description: 6.875AIR LEASE CORPORATION $500,000,000 3.875% Senior Notes due 2027 Distribution2021 Pricing Term Sheet Date: 144A/Regulation S for life Aggregate principal amount / Gross proceedsMarch 4, 2014 Issuer: Air Lease Corporation Security Description: 3.875% Senior Notes due 2021 Principal Amount: $500,000,000 MaturityNet Proceeds (before expenses): $496,010,000 Maturity Date: April 1, 2027 2021 Coupon: 6.8753.875% Issue pricePrice: 100.00099.802% of face amount. amount Yield to maturityMaturity: 6.8753.907% Benchmark TreasuryTreasury Spot / Yield: UST 2.37598-31+ / 2.157% due May 15, 2027 Spread to Benchmark Treasury: + 429 bps 175 basis points Benchmark Treasury: 2.00% due February 28, 2021 Interest Payment Dates: April 1 and October 1, commencing October 1, 2019 Equity clawback: Up to 35% at 106.875% prior to April 1, 2022 2014 Optional redemptionRedemption: Make-whole call @ T+50 bps prior 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 April 1, 2022 then: On or after April 1: Price: 2022 105.156 100% 2023 103.438 % 2024 101.719 % 2025 of the principal amount thereof plus accrued and thereafter 100.000 % unpaid interest to the date of redemption. Change of controlControl Repurchase Event: Offer to purchase Putable at 101% of principal plus accrued and unpaid interest tointerest, but not includingif 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. Trade dateDate: Xxxxx 0, 0000 Xxxxxxxxxx Date: March 711, 2019 Settlement2014 (T+5) CUSIP: 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 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 should consult their own advisors. CUSIP/00000XXX0 ISIN: 144A: 00000XXX0/ US03959KAA88 Regulation S: X0000XXX0/USU2214KAA89 US00912XAM65 Denominations/MultipleMultiples: $2,000 x $1,000 Ratings*: Xxxxx’xS&P [·] / Kroll: B2 / S&P: B+ [·] Joint Book-Running Managers: Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBS Securities Inc. Barclays Capital 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, LLC Regions Securities LLC Scotia Capital (USA) Inc. Xxxxx Fargo Securities, LLC TD Securities (USA) LLC Senior Co-Managers*Note: Citigroup Global Markets Inc. BB&T Capital Markets, a division of BB&T Securities, LLC Co-Managers: CIT Capital Securities LLC PNC Capital Markets LLC SMBC Nikko Securities America, Inc. BBVA Securities Inc. FTN Financial Securities Corp Xxxxxxx Xxxxx & 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 offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, and outside the United 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. 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 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 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: Air Lease Corp

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. B hereto. Annex A ANNEX B Pricing Term Sheet, Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-184382 Supplementing the Preliminary Prospectus Supplement dated March January 7, 2019 2015 (to Preliminary Offering Memorandum Prospectus dated March 7October 11, 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 its subsidiaries (other than the Issuers2012) Security description: 6.875AIR LEASE CORPORATION $600,000,000 3.750% Senior Notes due 2027 Distribution2022 Pricing Term Sheet Date: 144A/Regulation S for life Aggregate principal amount / Gross proceedsJanuary 7, 2015 Issuer: Air Lease Corporation Security Description: 3.750% Senior Notes due 2022 Principal Amount: $500,000,000 Maturity600,000,000 Net Proceeds (before expenses): $592,134,000 Maturity Date: April February 1, 2027 2022 Coupon: 6.8753.750% Issue pricePrice: 100.00099.289% of face amount. amount Yield to maturityMaturity: 6.8753.866% Benchmark TreasuryTreasury Spot / Yield: UST 2.375102-11 / 1.766% due May 15, 2027 Spread to Benchmark Treasury: + 429 bps +210 basis points Benchmark Treasury: 2.125% due December 31, 2021 Interest Payment Dates: April February 1 and October August 1, commencing October August 1, 2019 Equity clawback: Up to 35% at 106.875% prior to April 1, 2022 2015 (long first coupon) Optional redemptionRedemption: Make-whole call @ T+50 bps prior 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 April 1, 2022 then: On or after April 1: Price: 2022 105.156 100% 2023 103.438 % 2024 101.719 % 2025 of the principal amount thereof plus accrued and thereafter 100.000 % unpaid interest to the date of redemption. Change of controlControl Repurchase Event: Offer to purchase Putable at 101% of principal plus accrued and unpaid interest tointerest, but not includingif 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. Trade dateDate: March January 7, 2019 Settlement2015 Settlement Date: T+10T+5; March 21January 14, 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 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 should consult their own advisors. 2015 CUSIP/: 00000XXX0 ISIN: 144A: 00000XXX0/ US03959KAA88 Regulation S: X0000XXX0/USU2214KAA89 US00912XAQ79 Denominations/MultipleMultiples: $2,000 x $1,000 Ratings*: Xxxxx’x: B2 / S&P: B+ Annex B-1 Joint Book-Running Managers: BNP Paribas Securities Corp. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC 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, LLC Regions RBS Securities LLC Scotia Capital (USA) Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Xxxxx Fargo Securities, LLC TD 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 Corp. toll free at 0-000-000-0000, (USAii) LLC Senior Co-Managers: Citigroup Global Markets Inc. BB&T Capital Marketsc/o Broadridge Financial Solutions, a division of BB&T Securities0000 Xxxx Xxxxxx Xxxxxx, LLC CoXxxxxxxx, XX 00000, by calling toll-Managersfree at 1-800-831-9146, or by email at xxxxxxxxxx@xxxx.xxx, (iii) Deutsche Bank Securities Inc., Attention: CIT Capital 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 PNC Capital Markets LLC SMBC Nikko Securities Americaat 000 Xxxxxxx Xxx. Xxx Xxxx, Inc. BBVA Securities Inc. FTN Financial Securities Corp Xxxxxxx Xxxxx & 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 XX 00000 or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, and outside the United States solely to Noncalling collect at 000-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 time000-0000. 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: Air Lease Corp

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. B hereto. Annex A ANNEX B Pricing Term Sheet, dated March 7, 2019 Free Writing Prospectus Filed Pursuant to Preliminary Offering Memorandum dated March 7, 2019 Strictly Confidential ARCHROCK PARTNERS, L.P. ARCHROCK PARTNERS FINANCE CORPRule 433 Registration No. This pricing term sheet is qualified in its entirety by reference to 333-207308 Supplementing the Preliminary Offering Memorandum Prospectus Supplement dated June 5, 2017 (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 PartnersProspectus dated October 6, L.P. Archrock Partners Finance Corp. Guarantors: Archrock, Inc. and all of its subsidiaries (other than the Issuers2015) Security description: 6.875AIR LEASE CORPORATION $600,000,000 2.625% Senior Notes due 2027 Distribution2022 Pricing Term Sheet Date: 144A/Regulation S for life Aggregate principal amount / Gross proceedsJune 5, 2017 Issuer: Air Lease Corporation Security Description: 2.625% Senior Notes due 2022 Principal Amount: $500,000,000 Maturity600,000,000 Net Proceeds (before expenses): $593,718,000 Maturity Date: April July 1, 2027 2022 Coupon: 6.8752.625% Issue pricePrice: 100.00099.553% of face amount. Yield to maturity: 6.875% amount Benchmark Treasury: UST 2.3751.750% due May 1531, 2027 2022 Benchmark Treasury Spot / Yield: 100-01+/1.740% Spread to Benchmark Treasury: + 429 bps +98 basis points Yield to Maturity: 2.720% Interest Payment Dates: April January 1 and October July 1, commencing October January 1, 2019 Equity clawback2018 (long first coupon) Optional Redemption: Up We may redeem the Notes at our option, in whole or in part at any time and from time to 35% at 106.875% time, on not less than 30 nor more than 60 days’ notice. On any date prior to April June 1, 2022 Optional redemption: Make-2022, we may redeem the Notes, at our option, in whole call @ T+50 bps prior or in part at a redemption price equal to April 1100% of the aggregate principal amount of the Notes plus an Applicable Premium, 2022 then: calculated using the applicable Treasury Rate plus 15 basis points, plus accrued and unpaid interest, if any, to the redemption date. On or after April June 1: Price: 2022 105.156 , 2022, we may redeem the Notes, at our option, in whole or in part at a redemption price equal to 100% 2023 103.438 % 2024 101.719 % 2025 of the aggregate principal amount of the Notes plus accrued and thereafter 100.000 % unpaid interest, if any, to the redemption date. Change of controlControl Repurchase Event: Offer to purchase Puttable at 101% of principal plus accrued and unpaid interest tointerest, but not includingif any, to the date of purchase. Trade dateUse of Proceeds: March 7We currently intend to use the net proceeds of this offering for general corporate purposes, 2019 Settlement: T+10; March 21which may include, 2019among other things, the purchase of commercial aircraft and the repayment of existing indebtedness. It is expected that delivery Affiliates of the notes will be made against payment therefor on or about March 21, 2019 which is underwriters may receive a portion of 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 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 net proceeds to the second business day prior extent we use the net proceeds to delivery will be required, by virtue repay indebtedness under which certain of the fact that the notes initially will settle underwriters or their affiliates are lenders. Pending any specific application, we may temporarily invest funds in T+10short-term investments, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisorsincluding marketable securities. Trade Date: June 5, 2017 Settlement Date: T+5; June 12, 2017 Annex B-1 CUSIP/: 00000XXX0 ISIN: 144A: 00000XXX0/ US03959KAA88 Regulation S: X0000XXX0/USU2214KAA89 US00912XAW48 Denominations/MultipleMultiples: $2,000 x $1,000 Ratings*: Xxxxx’x: B2 / S&P: B+ Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC 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 Regions Securities SG Americas Securities, LLC Scotia Capital (USA) Inc. Xxxxxx, Xxxxxxxx & Company, Incorporated Xxxxx Fargo Securities, LLC TD Securities 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: (USAi) LLC Senior Co-Managers: Citigroup Global Markets Inc. BB&T Capital Marketsc/o Broadridge Financial Solutions, a division of BB&T Securities0000 Xxxx Xxxxxx Xxxxxx, LLC CoXxxxxxxx, Xxx Xxxx 00000, by calling 1 (800) 831-Managers: CIT Capital Securities LLC PNC Capital Markets LLC SMBC Nikko Securities America, Inc. BBVA Securities Inc. FTN Financial Securities Corp 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 Xxxxx & AssociatesXxx., Xxx Xxxx, Xxx Xxxx 00000 or by calling collect at 0 (000) 000-0000; or (iv) SunTrust Xxxxxxxx Xxxxxxxx, Inc. This material is confidential and is for your information only and is not intended to be used at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, Attn: Prospectus Dept., by anyone other than you. This information does not purport to be a complete description of these notes calling 0 (000) 000-0000 or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, and outside the United States solely to Nonby e-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 mail at any timeXXXXxxxx@XxxXxxxx.xxx. 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: 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 Pricing Term Sheet, dated March 7, 2019 to Preliminary Southwestern Energy Company 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 its subsidiaries (other than the Issuers) Security description: 6.875$600,000,000 7.5% Senior Notes due 2027 2018 (the “Notes Offering”) Issuer: Southwestern Energy Company Security Description: Senior Notes Distribution: 144A/Regulation S for life Aggregate principal amount / Gross proceedsRegS with Registration Rights if Securities not freely tradeable 365 days after closing date Face: $500,000,000 600,000,000 Gross Proceeds: $600,000,000 Coupon: 7.5% Maturity: April February 1, 2027 Coupon: 6.875% Issue price2018 Offering Price: 100.000% of face amount. Yield to maturityMaturity: 6.8757.5% Benchmark Spread to Treasury: +368 basis points Benchmark: UST 2.3754.25% due May 15, 2027 Spread to Benchmark Treasury11/15/2017 Ratings: + 429 bps Ba2/BB+ Interest Payment Pay Dates: April February 1 and October August 1 Beginning: August 1, commencing October 1, 2019 Equity clawback: Up to 35% at 106.875% prior to April 1, 2022 2008 Optional redemption: Make-whole call @ 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 % T+50bps Change of control: Offer to purchase at Put @ 101% of principal plus accrued and unpaid interest to, but not includingexcept in certain circumstances where Notes are and continue to be rated Investment Grade Trade Date: January 11, the date of purchase. Trade date2008 Settlement Date: March 7(T+3) January 16, 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 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 should consult their own advisors. 2008 CUSIP/ISIN: 144A: 00000XXX0/ US03959KAA88 Regulation 000000XX0 Reg S: X0000XXX0/USU2214KAA89 X00000XX0 ISIN: USU84517AA68 Denominations/Multiple: $2,000 x 1,000 Ratings*2,000x1,000 Bookrunners: Xxxxx’x: B2 / S&P: B+ Joint Book-Running Managers: X.X. Xxxxxx JPMorgan Banc of America Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC RBS Greenwich Capital Markets, LLC Regions Securities LLC Scotia Capital (USA) Inc. Xxxxx Fargo Securities, LLC TD Securities (USA) LLC Senior Co-Managers: Citigroup Global Markets Inc. BB&T Capital Markets, a division of BB&T Securities, LLC Co-Managers: CIT Capital Securities LLC PNC BMO Capital Markets LLC SMBC Nikko Mizuho Securities America, USA Inc. RBC Capital Markets SunTrust Xxxxxxxx Xxxxxxxx Capital One Southcoast Comerica Securities Annex B BBVA Securities Inc. FTN Financial KeyBanc Capital Markets Mitsubishi UFJ Securities Corp Xxxxx Xxxxxxx Xxxxx & Co. LLC Xxxxxxx Xxxxx & Associates, Inc. This material is confidential and is for your information only and is not intended Fargo Securities Changes to be used by anyone other than you. This information does not purport to be a complete description the Capitalization as reflected on page 31 of these notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete descriptiondated 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. This communication is being distributed in ANNEX C Restrictions on Offers and Sales Outside the United States solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the In connection with offers and sales of Securities Act of 1933, as amended, and outside the United 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 CStates:

Appears in 1 contract

Samples: Southwestern Energy Co

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. B hereto. Annex A ANNEX B Pricing Term Sheet, dated March 7, 2019 Free Writing Prospectus Filed Pursuant to Preliminary Offering Memorandum dated March 7, 2019 Strictly Confidential ARCHROCK PARTNERS, L.P. ARCHROCK PARTNERS FINANCE CORPRule 433 Registration No. This pricing term sheet is qualified in its entirety by reference to 333-207308 Supplementing the Preliminary Offering Memorandum Prospectus Supplement dated August 8, 2016 (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. Issuers: Archrock PartnersProspectus dated October 6, L.P. Archrock Partners Finance Corp. Guarantors: Archrock, Inc. and all of its subsidiaries (other than the Issuers2015) Security description: 6.875AIR LEASE CORPORATION $750,000,000 3.000% Senior Notes due 2027 Distribution2023 Pricing Term Sheet Date: 144A/Regulation S for life Aggregate principal amount / Gross proceedsAugust 8, 2016 Issuer: Air Lease Corporation Security Description: 3.000% Senior Notes due 2023 Principal Amount: $500,000,000 Maturity750,000,000 Net Proceeds (before expenses): $735,247,500 Maturity Date: April 1September 15, 2027 2023 Coupon: 6.8753.000% Issue pricePrice: 100.00098.658% of face amount. Yield to maturity: 6.875% amount Benchmark Treasury: UST 2.3751.250% due May 15July 31, 2027 2023 Benchmark Treasury Spot / Yield: 98-29+ / 1.413% Spread to Benchmark Treasury: + 429 bps +180 basis points Yield to Maturity: 3.213% Interest Payment Dates: April 1 March 15 and October 1September 15, commencing October 1March 15, 2019 Equity clawback2017 (long first coupon) Optional Redemption: Up We may redeem the Notes at our option, in whole or in part at any time and from time to 35% at 106.875% time, on not less than 30 nor more than 60 days’ notice. On any date prior to April 1July 15, 2022 Optional redemption: Make-2023, we may redeem the Notes in whole call @ T+50 bps prior or in part at a redemption price equal to April 1100% of the aggregate principal amount of the Notes plus an Applicable Premium, 2022 then: calculated using the applicable Treasury Rate plus 30 basis points, plus accrued and unpaid interest, if any, to the redemption date. On or after April 1: Price: 2022 105.156 July 15, 2023, we may redeem the Notes in whole or in part at a redemption price equal to 100% 2023 103.438 % 2024 101.719 % 2025 of the principal amount thereof plus accrued and thereafter 100.000 % unpaid interest to the date of redemption. Change of controlControl Repurchase Event: Offer to purchase Puttable at 101% of principal plus accrued and unpaid interest tointerest, but not includingif any, to the date of purchase. Trade dateUse of Proceeds: March 7We currently intend to use the net proceeds of this offering for general corporate purposes, 2019 Settlement: T+10; March 21which may include, 2019among other things, the purchase of commercial aircraft and the repayment of existing indebtedness. It is expected that delivery Affiliates of the notes will be made against payment therefor on or about March 21, 2019 which is underwriters may receive a portion of 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 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 net proceeds to the second business day prior extent we use the net proceeds to delivery will be required, by virtue repay indebtedness under which certain of the fact that the notes initially will settle underwriters or their affiliates are lenders. Pending any specific application, we may temporarily invest funds in T+10short-term investments, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisorsincluding marketable securities. Trade Date: August 8, 2016 Annex B-1 Settlement Date: T+5; August 15, 2016 CUSIP/: 00912X AT1 ISIN: 144A: 00000XXX0/ US03959KAA88 Regulation S: X0000XXX0/USU2214KAA89 US00912XAT19 Denominations/MultipleMultiples: $2,000 x $1,000 Ratings*: Xxxxx’x: B2 / S&P: B+ Joint Book-Running Managers: Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC 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, LLC Regions Santander Investment Securities LLC Scotia Capital (USA) Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Xxxxx Fargo Securities, LLC TD Securities 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: (USAi) LLC Senior Co-Managers: Citigroup Global Markets Inc. BB&T Capital Marketsc/o Broadridge Financial Solutions, a division of BB&T Securities0000 Xxxx Xxxxxx Xxxxxx, LLC CoXxxxxxxx, Xxx Xxxx 00000 or by calling at 1 (800) 831-Managers: CIT Capital 9146; (ii) X.X. Xxxxxx Securities LLC PNC Capital Markets LLC SMBC Nikko Securities Americaat 000 Xxxxxxx Xxx., Inc. BBVA Securities Inc. FTN Financial Securities Corp Xxx Xxxx, Xxx Xxxx 00000 or by calling collect at 0 (000) 000-0000; (iii) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx & Co. LLC Incorporated, NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx xxxxx, Xxxxxxxxx, Xxxxx & AssociatesXxxxxxxx 28255-0001, 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 offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, and outside the United 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 amendedAttn: Prospectus Department, or the securities laws of any other jurisdiction. The notes may not be offered by calling 1 (800) 294-1322; or sold in the United States (iv) Mizuho Securities USA Inc., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or to U.S. persons by calling 1 (as defined in Regulation S866) 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 time271-7403. 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: Underwriting Agreement (Air Lease 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. B hereto. Annex A ANNEX B Pricing Term Sheet, dated March 7, 2019 Free Writing Prospectus Filed Pursuant to Preliminary Offering Memorandum dated March 7, 2019 Strictly Confidential ARCHROCK PARTNERS, L.P. ARCHROCK PARTNERS FINANCE CORPRule 433 Registration No. This pricing term sheet is qualified in its entirety by reference to 333-207308 Supplementing the Preliminary Offering Memorandum Prospectus Supplement dated September 26, 2016 (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. Issuers: Archrock PartnersProspectus dated October 6, L.P. Archrock Partners Finance Corp. Guarantors: Archrock, Inc. and all of its subsidiaries (other than the Issuers2015) Security description: 6.875AIR LEASE CORPORATION $500,000,000 2.125% Senior Notes due 2027 Distribution2020 Pricing Term Sheet Date: 144A/Regulation S for life Aggregate principal amount / Gross proceedsSeptember 26, 2016 Issuer: Air Lease Corporation Security Description: 2.125% Senior Notes due 2020 Principal Amount: $500,000,000 MaturityNet Proceeds (before expenses): $495,965,000 Maturity Date: April 1January 15, 2027 2020 Coupon: 6.8752.125% Issue pricePrice: 100.00099.643% of face amount. Yield to maturity: 6.875% amount Benchmark Treasury: UST 2.3750.875% due May September 15, 2027 2019 Benchmark Treasury Spot / Yield: 100-01 / 0.864% Spread to Benchmark Treasury: + 429 bps +137.5 basis points Yield to Maturity: 2.239% Interest Payment Dates: April 1 January 15 and October 1July 15, commencing October 1January 15, 2019 Equity clawback2017 (short first coupon) Optional Redemption: Up We may redeem the Notes at our option, in whole or in part at any time and from time to 35% at 106.875% time, on not less than 30 nor more than 60 days’ notice. On any date prior to April 1January 15, 2022 Optional redemption: Make-2020, we may redeem the Notes in whole call @ T+50 bps prior or in part at a redemption price equal to April 1100% of the aggregate principal amount of the Notes plus an Applicable Premium, 2022 then: On or after April 1: Price: 2022 105.156 % 2023 103.438 % 2024 101.719 % 2025 calculated using the applicable Treasury Rate plus 20 basis points, plus accrued and thereafter 100.000 % unpaid interest, if any, to the redemption date. Change of controlControl Repurchase Event: Offer to purchase Puttable at 101% of principal plus accrued and unpaid interest tointerest, but not includingif any, to the date of purchase. Trade dateUse of Proceeds: March 7We currently intend to use the net proceeds of this offering for general corporate purposes, 2019 Settlement: T+10; March 21which may include, 2019among other things, the purchase of commercial aircraft and the repayment of existing indebtedness. It is expected that delivery Affiliates of the notes will be made against payment therefor on or about March 21, 2019 which is underwriters may receive a portion of 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 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 net proceeds to the second business day prior extent we use the net proceeds to delivery will be required, by virtue repay indebtedness under which certain of the fact that the notes initially will settle underwriters or their affiliates are lenders. Pending any specific application, we may temporarily invest funds in T+10short-term investments, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisorsincluding marketable securities. Trade Date: September 26, 2016 T+5; October 3, 2016 Settlement Date: CUSIP/: 00912X AU8 ISIN: 144A: 00000XXX0/ US03959KAA88 Regulation S: X0000XXX0/USU2214KAA89 US00912XAU81 Denominations/MultipleMultiples: $2,000 x $1,000 Ratings*: Xxxxx’x: B2 / S&P: B+ Joint Book-Running Managers: X.X. Xxxxxx Securities LLC Xxxxxxx, Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC Capital Markets, LLC Regions Santander Investment Securities LLC Scotia Capital (USA) Inc. Xxxxx Fargo Securities, LLC TD BMO Capital Markets Corp. BNP Paribas Securities (USA) LLC Senior Co-Managers: Corp. Citigroup Global Markets Inc. BB&T 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, a division of BB&T SecuritiesLLC SunTrust Xxxxxxxx Xxxxxxxx, LLC Inc. Co-ManagersManager: CIT Capital Securities LLC PNC Loop Capital Markets LLC SMBC Nikko Securities AmericaThe 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, Inc. BBVA Securities Inc. FTN Financial Securities Corp Xxxxxxx Xxxxx & Co. LLC Xxxxxxx Xxxxx & Associates, Inc. This material is confidential you should read the prospectus and is prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for your more complete information only about the issuer 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 this offering. Please refer to You may obtain these documents for free by visiting XXXXX on the Preliminary Offering Memorandum for a complete descriptionSEC Web site at xxx.xxx.xxx. This communication is being distributed Alternatively, the issuer, any underwriter or any dealer participating in the United States solely offering will arrange to persons reasonably believed to be Qualified Institutional Buyerssend you the prospectus and the prospectus supplement if you request them by contacting: (i) Xxxxxxx, as defined in Rule 144A under the Securities Act of 1933Sachs & Co., as amended000 Xxxx Xxxxxx, and outside the United States solely to NonXxx Xxxx, Xxx Xxxx 00000, telephone: (000) 000-U.S. persons as defined under Regulation S. The notes have not been registered under the Securities Act of 19330000, as amendedfacsimile: 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 the securities laws of any other jurisdiction. The notes may not be offered by calling 1 (800) 294-1322; (iii) Santander Investment Securities Inc., 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or sold in the United States by calling toll-free at (000) 000-0000; or to U.S. persons (as defined in Regulation Siv) except in transactions exempt fromXxxxx Fargo Securities, LLC, 000 0xx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: WFS Customer Service, 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 timeby calling 0 (000) 000-0000. 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: 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 B [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 SheetSheet CDW LLC CDW FINANCE CORPORATION $525,000,000 5.0% Senior Notes due 2023 Pricing Supplement, dated March 7February 26, 2019 2015, to the Preliminary Offering Memorandum Prospectus Supplement, dated March 7February 26, 2019 Strictly Confidential ARCHROCK PARTNERS2015 (the “Preliminary Prospectus Supplement”), L.P. ARCHROCK PARTNERS FINANCE CORPand related Base Prospectus, dated October 16, 2014 (the “Base Prospectus”), of CDW LLC and CDW Finance Corporation. This pricing term sheet supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the Preliminary Offering Memorandum (Prospectus Supplement and the “Preliminary Offering Memorandum”)Base Prospectus. The information in this pricing term sheet Pricing Supplement supplements the Preliminary Offering Memorandum Prospectus Supplement and updates the Base Prospectus and supersedes the information in the Preliminary Offering Memorandum Prospectus Supplement and the Base Prospectus to the extent it is inconsistent with the information in the Preliminary Offering MemorandumProspectus Supplement and Base Prospectus. Terms used herein and not defined herein have the meanings assigned to such terms in the Preliminary Offering MemorandumProspectus Supplement and the Base Prospectus. Issuers: Archrock PartnersCDW LLC (“CDW”) and CDW Finance Corporation (“Finance Co” and, L.P. Archrock Partners Finance Corp. Guarantorstogether with CDW, the “Issuers”) Title of Securities: Archrock, Inc. and all of its subsidiaries (other than the Issuers) Security description: 6.8755.0% Senior Notes due 2027 Distribution: 144A/Regulation S for life 2023 (the “Notes”) Aggregate principal amount / Gross proceedsPrincipal Amount: $500,000,000 Maturity525,000,000 Gross Proceeds to Issuer: April $525,000,000 Net Proceeds to Issuer before Gross Spread: $525,000,000 Final Maturity Date: September 1, 2027 Coupon2023 Issue Price: 6.875100.0% Issue priceplus accrued interest, if any, from Maxxx 0, 0000 Xxxxxx: 100.0005.0% of face amount. Yield to maturity: 6.875% Benchmark Treasury: UST 2.375% due May 15, 2027 Spread to Benchmark Treasury: + 429 bps +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: April March 1 and October September 1 Record Dates: February 15 and August 15 First Interest Payment Date: September 1, commencing October 1, 2019 Equity clawback: Up to 35% at 106.875% prior to April 1, 2022 Optional redemption: Make-whole call @ 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: Offer to purchase at 101% of principal plus accrued and unpaid interest to, 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 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 should consult their own advisors. CUSIP/ISIN: 144A: 00000XXX0/ US03959KAA88 Regulation S: X0000XXX0/USU2214KAA89 Denominations/Multiple: $2,000 x 1,000 Ratings*: Xxxxx’x: B2 / S&P: B+ Joint Book-Running Managers: X.X. Xxxxxx Securities LLC 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: Citigroup Global Markets Inc. BB&T Capital Markets, a division of BB&T Securities, LLC Co-Managers: CIT Capital Securities LLC PNC Capital Markets LLC SMBC Nikko Securities America, Inc. BBVA Securities Inc. FTN Financial Securities Corp Xxxxxxx Xxxxx & 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 offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, and outside the United 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 C2015

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. ANNEX B Pricing Term SheetSheet [FOLLOWS] 37 ENERGIZER HOLDINGS, dated March 7INC. Pricing Supplement May 16, 2019 2011 Issuer: Energizer Holdings, Inc. Size: $600,000,000 Guarantee: 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: May 19, 2021 Price to Preliminary Offering Memorandum dated March 7Public: 99.992% Coupon (Interest Rate): 4.700% Yield to Maturity: 4.701% Spread to Benchmark Treasury: T+155bps Benchmark Treasury: UST 3.125% due May 15, 2019 Strictly Confidential ARCHROCK PARTNERS2021 Benchmark Treasury Price and Yield: 99-25 / 3.151% Interest Payment Dates: May 19 and November 19, L.P. ARCHROCK PARTNERS FINANCE CORP. This pricing term sheet is qualified in its entirety by reference to commencing on November 19, 2011 Optional Redemption: Greater of par and make-whole at the Preliminary Offering Memorandum Treasury Rate (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information as defined in the Preliminary Offering Memorandum dated May 16, 2011) plus 25 basis points, plus, in either case, accrued interest 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 its subsidiaries (other than the Issuers) Security description: 6.875% Senior Notes due 2027 Distribution: 144A/Regulation S for life Aggregate principal amount / Gross proceeds: $500,000,000 Maturity: April 1, 2027 Coupon: 6.875% Issue price: 100.000% of face amount. Yield to maturity: 6.875% Benchmark Treasury: UST 2.375% due May 15, 2027 Spread to Benchmark Treasury: + 429 bps Interest Payment Dates: April 1 and October 1, commencing October 1, 2019 Equity clawback: Up to 35% at 106.875% prior to April 1, 2022 Optional redemption: Make-whole call @ 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: Offer to purchase at 101% of principal plus accrued and unpaid interest to, but not including, the date of purchaseredemption. Trade dateDate: March 7May 16, 2019 Settlement2011 Settlement Date: T+10; March 21May 19, 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 2011 (such settlement cycle being referred to as “T+10”). 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 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 should consult their own advisors. T+3) 144A CUSIP/: 29266R AA6 144A ISIN: 144AUS29266RAA68 REG S CUSIP: 00000XXX0/ US03959KAA88 Regulation SU2918Q AA4 REG S ISIN: X0000XXX0/USU2214KAA89 Denominations/Multiple: $2,000 x 1,000 Ratings*: Xxxxx’x: B2 / S&P: B+ USU2918QAA41 38 Joint Book-Running Managers: X.X. Xxxxxx Securities LLC Xxxxxxx, Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC Capital Markets, LLC Regions X.X. Xxxxxx Securities LLC Scotia Capital (USA) Inc. Xxxxx Fargo Securities, LLC TD Co-Managers Mitsubishi UFJ Securities (USA) LLC Senior Co-Managers: Citigroup Global Markets Inc. BB&T Capital Markets, a division of BB&T Securities, LLC Co-Managers: CIT Capital Securities LLC PNC Capital Markets LLC SMBC Nikko Securities America), Inc. BBVA Securities Inc. FTN Financial Securities Corp Xxxxxxx Xxxxx & Co. LLC Xxxxxxx Xxxxx & AssociatesSunTrust Xxxxxxxx Xxxxxxxx, Inc. This material communication is confidential and is for your information only and is not intended to be used by anyone other than you. This The information in this communication does not purport to be a complete description of these notes securities or the offering. Please For a complete description, please refer to the Preliminary Offering Memorandum offering memorandum for a complete descriptionthe offering. This communication is The notes have not been and will not be registered under the Securities Act of 1933 and are being distributed offered and sold in the United States solely only to persons reasonably believed to be Qualified Institutional Buyers, as defined qualified institutional buyers in reliance on the Rule 144A under the Securities Act of 1933, as amended, and to certain non-U.S. persons in transactions outside the United States solely to Non-U.S. persons as defined under in reliance on Regulation S. The notes have not been registered S under the Securities Act Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of 1933, as amended, or the securities laws of any other jurisdiction. The notes may not be offered or sold in relying on the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, exemption from the registration requirements provisions of Section 5 of the Securities ActAct 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. *A securities rating is not You may obtain a recommendation to buycopy of the offering memorandum for the offering if you request it by contacting Xxxxxxx, sell Sachs & Co. at 0-000-000-0000 or hold securities by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 1-800-294-1322, and may be subject to revision or withdrawal X.X. Xxxxxx Securities LLC collect 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 system0-000-000-0000. ANNEX CC 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 Securities, substantially in the form of Annex B. ANNEX B Pricing Term SheetFiled Pursuant to Rule 433 Registration Statement Nos. 333-239060, dated March 7300-000000-00, 2019 to Preliminary Offering Memorandum dated March 7300-000000-00, 2019 Strictly Confidential ARCHROCK PARTNERS300-000000-00, 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: Archrock300-000000-0 Amcor Flexibles North America, Inc. and all of its subsidiaries (other than the Issuers) Security description: 6.875US$800,000,000 2.690% Senior Notes due 2027 Distribution2031 With full and unconditional guarantees as to payment of principal and interest by each of Amcor plc Amcor Finance (USA), Inc. Amcor UK Finance plc Amcor Pty Ltd. Pricing Term Sheet – May 18, 2021 Issuer: 144A/Regulation S Amcor 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 Trade Date: May 18, 2021 Settlement Date*: May 25, 2021 (T+5) (New York Business Days for life Aggregate principal amount / Gross proceedsSettlement) Maturity Date: $500,000,000 Maturity: April 1May 25, 2027 Coupon: 6.875% Issue price: 100.000% of face amount. Yield to maturity: 6.875% 2031 Benchmark Treasury: UST 2.3751.625% due May 15, 2027 2031 Benchmark Treasury Price and Yield: 99-26 / 1.645% Spread to Benchmark Treasury: + 429 bps 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 All-in Price: 99.506% Redemption Amount: 100% of face value at Maturity Date Interest Payment Dates: April 1 Payable semi-annually in arrears on May 25 and October 1November 25 of each year, commencing October 1beginning November 25, 2019 Equity clawback: Up 2021 and ending on the Maturity Date, subject to 35% at 106.875% prior to April 1, 2022 the Following Business Day Convention Optional redemptionRedemption: Make-whole Whole Call: T+20bps at any time before February 25, 2031 Par call @ T+50 bps prior to April 1, 2022 then: On at any time on or after April 1February 25, 2031 Day Count: Price30/360, unadjusted Business Day Convention: 2022 105.156 % 2023 103.438 % 2024 101.719 % 2025 and Following Business Day Convention Business Days: New York, London, Sydney, Melbourne Governing Law: State of New York law CUSIP: 02344A AA6 ISIN: US02344AAA60 Denominations: Minimum of US$2,000 with increments of US$1,000 thereafter 100.000 % Change of controlJoint Book Running Managers: Offer to purchase at 101% of principal plus accrued and unpaid interest toBofA Securities, but not including, the date of purchase. Trade dateInc. 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: March 7, 2019 Settlement: T+10; March 21, 2019. It is expected that delivery of the notes Notes will be made against payment therefor to investors on or about March 21May 25, 2019 2021, which is will be the tenth fifth business day following the date hereof of pricing of the Notes (such settlement cycle being referred to as “T+10T+5”). Under Rule 15c6-1 under of the U.S. Securities Exchange ActAct of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date Notes prior to two business days before the second business day prior to date of delivery will be required, by virtue of the fact that the notes Securities initially will settle in T+10T+5, to specify an alternative alternate settlement cycle at the time of any such trade to prevent a failed settlement and settlement. Purchasers of the Notes who wish to trade Notes prior to two business days before the date of delivery should consult their own advisors. CUSIP/ISIN: 144A: 00000XXX0/ US03959KAA88 Regulation S: X0000XXX0/USU2214KAA89 Denominations/Multiple: $2,000 x 1,000 Ratings*: Xxxxx’x: B2 / S&P: B+ Joint Book-Running Managers: X.X. Xxxxxx Securities LLC 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: Citigroup Global Markets Inc. BB&T Capital Markets, a division of BB&T Securities, LLC Co-Managers: CIT Capital Securities LLC PNC Capital Markets LLC SMBC Nikko Securities America, Inc. BBVA Securities Inc. FTN Financial Securities Corp Xxxxxxx Xxxxx & 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 offering. Please refer to the Preliminary Offering Memorandum for a complete descriptionadvisor. This communication is being distributed in intended for the United States solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, and outside the United States solely to Non-U.S. persons as defined under Regulation S. 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 sole use 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 provided by the sender. This document may not be reproduced, distributed or solicitation in such jurisdictionpublished by any recipient for any purpose. *A securities rating is This document has been prepared for information purposes only and does not a recommendation to buytake into account the specific requirements, sell investment objectives or hold securities financial circumstances of any recipient. The recipient should seek independent financial, legal, tax 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 relevant advice and should be disregardedindependently verify the accuracy of the information contained in this document. Such disclaimer or notice was automatically generated No EEA PRIIPs KID – No EEA PRIIPs key information document (KID) has been prepared as a result of this communication being sent by Bloomberg or another email system. ANNEX Cthe Notes are not available to retail in the European Economic Area.

Appears in 1 contract

Samples: Underwriting Agreement (Amcor PLC)

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