Additional Time of Sale Information. Pricing term sheet containing the terms of the Securities and the Guarantees, substantially in the form of Annex B. 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. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Group 1 Automotive, Inc. Security description: 4.000% Senior Notes due 2028 (the “Notes”) Distribution: Rule 144A/Reg S; no registration rights Size: $550,000,000 Maturity: August 15, 2028 Coupon: 4.000% Issue price: 100.000% of principal amount, plus accrued interest, if any, from August 17, 2020 Yield to maturity: 4.000% Spread to benchmark Treasury: +354 basis points Benchmark Treasury: UST 2.875% due August 15, 2028 Interest Payment Dates: February 15 and August 15, commencing February 15, 2021 Record Dates: February 1 and August 1 Equity clawback: Up to 40% at 104.000% prior to August 15, 2023 Optional redemption: Make-whole call at T+50 bps prior to August 15, 2023 then: August 15, 2023 102.000% August 15, 2024 101.333% August 15, 2025 100.667% August 15, 2026 and thereafter 100.000% Change of control: Puttable at 101% of principal plus accrued and unpaid interest to, but excluding, the repurchase date. Trade date: Xxxxxx 0, 0000 Xxxxxxxxxx date: August 17, 2020 (T+10). It is expected that delivery of the notes will be made against payment therefor on or about August 17, 2020, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next seven business days will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the settlement date should consult their own advisors. CUSIP: Rule 144A: 000000XX0 Reg S: X00000XX0 ISIN: Rule 144A: US398905AN98 Reg S: USU03903AE82 Denominations/Multiple: $2,000 x $1,000 Bookrunners: X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC BofA Securities, Inc. BBVA Securities Inc. Co-Managers: Comerica Securities, Inc. U.S. Bancorp Investments, Inc. This communication is being distributed in the United States solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act, and outside the United States solely to Non-U.S. persons as defined under Regulation S. 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.
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Additional Time of Sale Information. Pricing term Term sheet containing the terms of the Securities and the GuaranteesSecurities, substantially in the form of Annex B. This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum preliminary offering memorandum dated November 27, 2017 (the “Preliminary Offering Memorandum”)) of Xxxxxxxx International Corporation. The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation SS under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Group 1 Automotive, Inc. Xxxxxxxx International Corporation Security description: 4.0005.250% Senior Notes due 2028 (the “Notes”) 2025 Distribution: Rule 144A/Reg 144A / Regulation S; no , without registration rights Size: $550,000,000 300,000,000 Gross proceeds: $300,000,000 Maturity: August 15December 1, 2028 2025 Coupon: 4.0005.250% Issue price: 100.000% of principal amount%, plus accrued interest, if any, from August 17December 6, 2020 2017 Yield to maturity: 4.0005.250% Spread to benchmark Treasurytreasury: +354 basis points +295 bps Benchmark Treasurytreasury: UST 2.8752.25% due August November 15, 2028 2025 Interest Payment Datespayment dates: February 15 June 1 and August 15December 1, commencing February 15June 1, 2021 Record Dates: February 1 and August 1 2018 Equity clawback: Up to 4035% at 104.000105.25% prior to August 15December 1, 2023 2020 Optional redemption: Make-whole call at @ T+50 bps prior to August 15December 1, 2020 On and after December 1, 2020, in whole or in part, at the redemption prices set forth below (expressed as a percentage of principal amount of the notes to be redeemed), plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of the years indicated below: 2020 103.938% 2021 102.625% 2022 101.313% 2023 then: August 15, 2023 102.000% August 15, 2024 101.333% August 15, 2025 100.667% August 15, 2026 and thereafter 100.000% Change of control: Puttable Putable at 101% of principal principal, plus accrued and unpaid interest to, but excludingnot including, the repurchase date. date of purchase Trade date: Xxxxxx 0December 1, 0000 Xxxxxxxxxx date2017 Settlement: August 17T+3; December 6, 2020 (T+10). 2017 It is expected that delivery of the notes will be made against payment therefor on or about August 17December 6, 20202017, which is the tenth third business day following the date hereof (such settlement cycle being referred to as “T+10T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next seven business days prior to their delivery will be required, by virtue of the fact that the notes initially will settle in T+10T+3, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the settlement date their delivery should consult their own advisors. CUSIP and ISIN numbers: 144A Notes Reg S Notes CUSIP: Rule 144A577128 AA9 CUSIP: 000000XX0 Reg S: X00000XX0 U57624 AA3 ISIN: Rule 144AUS577128AA93 ISIN: US398905AN98 Reg S: USU03903AE82 Denominations/MultipleUSU57624AA31 Denominations / multiple: $2,000 x $1,000 BookrunnersRatings*: [Intentionally omitted.] Joint book-running managers: X.X. Xxxxxx Securities LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Fargo SecuritiesIncorporated Co-managers: X. Xxxxx FBR, LLC BofA Inc. Citizens Capital Markets, Inc. CJS Securities, Inc. BBVA Securities Inc. Co-Managers: Comerica Fifth Third Securities, Inc. U.S. Bancorp InvestmentsHSBC Securities (USA) Inc. Loop Capital Markets LLC Macquarie Capital (USA) Inc. MUFG Securities Americas Inc. PNC Capital Markets LLC TD Securities (USA) LLC The Huntington Investment Company * A securities rating is not a recommendation to buy, Inc. This communication is being distributed in the United States solely sell or hold securities and may be subject to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act, and outside the United States solely to Non-U.S. persons as defined under Regulation S. 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.
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Additional Time of Sale Information. Pricing term Term sheet containing the terms of the Securities and the GuaranteesSecurities, substantially in the form of Annex B. This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum Memorandum, dated May 3, 2016 (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation SS under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Group 1 Automotive, Hanesbrands Inc. Security description: 4.0004.625% Senior Notes due 2028 2024 (the “Notes2024 notes”) 4.875% Senior Notes due 2026 (the “2026 notes”) Distribution: Rule 144A/Reg S; no registration rights SizeRegulation S for life Face: 2024 notes: $550,000,000 Maturity900,000,000 2026 notes: August 15, 2028 Coupon$900,000,000 Offering price: 4.000% Issue price2024 notes: 100.000% of principal amountface amount 2026 notes: 100.000% of face amount Maturity: 2024 notes: May 15, plus accrued interest2024 2026 notes: May 15, if any, from August 17, 2020 2026 Coupon: 2024 notes: 4.625% 2026 notes: 4.875% Yield to maturity: 4.0002024 notes: 4.625% 2026 notes: 4.875% Spread to benchmark Treasurytreasury: +354 2024 notes: +296 basis points 2026 notes: +308 basis points Benchmark Treasurytreasury: 2024 notes: UST 2.8752.500% due August May 15, 2028 2024 2026 notes: UST 1.625% due February 15, 2026 Interest Payment Datespayment dates: February 2024 notes: May 15 and August November 15, commencing November 15, 2016 2026 notes: May 15 and November 15, commencing November 15, 2016 Record dates: 2024 notes: May 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2021 Record Dates: February 1 and August 1 Equity clawback: Up to 40% at 104.000% 2024 (three months prior to August 15, 2023 Optional redemptionmaturity): redemption at par 2026 notes: MakeAt any time: make-whole call redemption at T+50 a discount rate of Treasury plus 50 bps prior to August 15, 2023 then: August 15, 2023 102.000% August 15, 2024 101.333% August 15, 2025 100.667% August On or after February 15, 2026 and thereafter 100.000% (three months prior to maturity): redemption at par Change of controlcontrol triggering event: Puttable Putable at 101% of principal plus accrued and unpaid interest to, but excluding, the repurchase date. upon a Change of Control Triggering Event Trade date: Xxxxxx 0May 3, 0000 Xxxxxxxxxx date2016 Settlement: August 17May 6, 2020 2016 (T+10). It is expected that delivery of the notes will be made against payment therefor on or about August 17, 2020, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next seven business days will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the settlement date should consult their own advisors. T+3) CUSIP: Rule 2024 notes: 144A: 000000XX0 Reg Regulation S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation S: X00000XX0 ISIN: Rule 2024 notes: 144A: US398905AN98 Reg US410345AJ12 Regulation S: USU03903AE82 USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/MultipleMultiples: Denominations of $2,000 x and larger integral multiples of $1,000 Bookrunnersin excess thereof Ratings: [Intentionally Omitted] Joint book-running managers: X.X. Xxxxxx Securities LLC Barclays Capital Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Fargo Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Securities, LLC BofA Fifth Third Securities, Inc. BBVA Securities Scotia Capital (USA) Inc. Co-Managers: Comerica Securities, Inc. U.S. Bancorp Investments, Inc. This communication is being distributed in the United States solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act, and outside the United States solely to Non-U.S. persons as defined under Regulation S. Any disclaimer or other notice that may appear below * A securities rating is not applicable a recommendation to this communication buy, sell or hold securities and should may be disregarded. Such disclaimer subject to revision or notice was automatically generated as a result of this communication being sent by Bloomberg or another email systemwithdrawal at any time.
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Additional Time of Sale Information. Pricing term sheet containing the terms of the Securities and the Guarantees, substantially in the form of Annex B. 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. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Group 1 Automotive, Inc. Security description: 4.000% Senior Notes due 2028 (the “Notesnew notes”) ). The new notes are being offered as additional notes under an indenture pursuant to which the issuer issued $550,000,000 aggregate principal amount of the initial notes on August 17, 2020. The new notes and the initial notes will be treated as a single class of securities under the indenture Distribution: Rule 144A/Reg S; no registration rights Size: $550,000,000 200,000,000. Immediately following the issuance of the new notes, there will be $750,000,000 aggregate principal amount of notes outstanding Maturity: August 15, 2028 Coupon: 4.000% Issue price: 100.000100.250% of principal amount, plus accrued interest, if any, from August 1715, 2020 2021 Yield to maturity: 4.0003.957% Spread to benchmark Treasury: +354 +269 basis points Benchmark Treasury: UST 2.875% due August 15, 2028 Interest Payment Dates: February 15 and August 15. Interest on the new notes will accrue from August 15, commencing 2021, the first day of the current interest period for the initial notes, and the first interest payment date will be February 15, 2021 2022. Record Dates: February 1 and August 1 Equity clawback: Up to 40% at 104.000% prior to August 15, 2023 Optional redemption: Make-whole call at T+50 bps prior to August 15, 2023 then: August 15, 2023 102.000% August 15, 2024 101.333% August 15, 2025 100.667% August 15, 2026 and thereafter 100.000% Change of control: Puttable at 101% of principal plus accrued and unpaid interest to, but excluding, the repurchase date. Trade date: Xxxxxx 0October 6, 0000 Xxxxxxxxxx 2021 Settlement date: August 17October 21, 2020 2021 (T+10). It is expected that delivery of the notes will be made against payment therefor on or about August 17October 21, 20202021, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next seven business days will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the settlement date should consult their own advisors. CUSIP: Rule 144A: 000000XX0 Reg S: X00000XX0 U03903 AF5 ISIN: Rule 144A: US398905AN98 Reg S: USU03903AE82 USU03903AF57 Denominations/Multiple: $2,000 x $1,000 Bookrunners: BofA Securities, Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC BofA SecuritiesU.S. Bancorp Investments, Inc. BBVA Securities Inc. Co-Managers: Comerica PNC Capital Markets LLC Truist Securities, Inc. U.S. Bancorp InvestmentsComerica Securities, Inc. This communication is being distributed in the United States solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act, and outside the United States solely to Non-U.S. persons as defined under Regulation S. S under the Securities Act. 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.
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Additional Time of Sale Information. Pricing term Term sheet containing the terms of the Securities and the GuaranteesSecurities, substantially in the form of Annex B. This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum dated February 21, 2024 (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Group 1 AutomotiveEQM Midstream Partners, Inc. LP Distribution: Rule 144A and Regulation S for life (no registration rights) Security descriptionDescription: 4.0006.375% Senior Notes due 2028 2029 (the “Notes”) Distribution: Rule 144A/Reg S; no registration rights Size: $550,000,000 600,000,000 Maturity: August 15April 1, 2028 2029 Coupon: 4.0006.375% Issue pricePrice: 100.000% of face amount Yield to Maturity: 6.375% Interest Payment Dates: April 1 and October 1 commencing October 1, 2024 Record Dates: March 15 and September 15 Optional Redemption: Make-whole call @ T+50 bps prior to April 1, 2026 (the “First Call Date”). On and after the First Call Date, at the following redemption prices (expressed as percentages of the principal amount, amount of the Notes to be redeemed) plus accrued and unpaid interest, if any, from August 17, 2020 Yield to maturityon the Notes redeemed during the 12-month period beginning on April 1 of the years indicated below: 4.0002026 103.188 % Spread to benchmark Treasury: +354 basis points Benchmark Treasury: UST 2.8752027 101.594 % due August 15, 2028 Interest Payment Dates: February 15 and August 15, commencing February 15, 2021 Record Dates: February 1 and August 1 Equity clawback: Up to 40% at 104.000% prior to August 15, 2023 Optional redemption: Make-whole call at T+50 bps prior to August 15, 2023 then: August 15, 2023 102.000% August 15, 2024 101.333% August 15, 2025 100.667% August 15, 2026 and thereafter 100.000100.000 % Change of control: Puttable Control (with Ratings Downgrade): Put at 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest tointerest. CUSIP: 144A: 00000XXX0 ISIN: REG S: X00000XX0 144A: US26885BAP58 Trade Date: REG S: USU26886AG33 February 21, but excluding2024 Settlement: T+3; February 26, 2024 The Company expects to deliver the repurchase date. Trade date: Xxxxxx 0, 0000 Xxxxxxxxxx date: August 17, 2020 (T+10). It is expected that delivery of the notes will be made Notes against payment therefor for the Notes on or about August 17, 2020the date specified on the cover page of the Preliminary Offering Memorandum, which is will be the tenth third business day following the date hereof of the pricing of the Notes (such settlement cycle being referred to as “T+10T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amendedAct, 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 Notes on any date prior to the date of pricing or the next seven second business days day before delivery thereof will be required, by virtue of the fact that the notes Notes initially will settle in T+10T+3, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes Notes who wish to trade the notes Notes prior to the second business day before the settlement date their delivery should consult their own advisors. CUSIP: Rule 144A: 000000XX0 Reg S: X00000XX0 ISIN: Rule 144A: US398905AN98 Reg S: USU03903AE82 Denominations/Multiple: $2,000 x $1,000 BookrunnersRatings*: X.X. Xxxxxx Securities LLC Ba3 (stable outlook, Xxxxx’x) BB- (negative outlook, S&P) BB (stable outlook, Fitch) Joint Book-Running Xxxxx Fargo Securities, LLC Managers: BofA Securities, Inc. BBVA TD Securities (USA) LLC Barclays Capital Inc. Co-Managers: Comerica Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC MUFG Securities Americas Inc. PNC Capital Markets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Truist Securities, Inc. U.S. Bancorp Investments, Inc. This communication Co-Manager: WauBank Securities LLC *A securities rating is being distributed in the United States solely not a recommendation to persons reasonably believed buy, sell or hold securities and may be subject to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act, and outside the United States solely to Non-U.S. persons as defined under Regulation S. 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 Xxxxxxxxx or another email system.
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Additional Time of Sale Information. Pricing term Term sheet containing the terms of the Securities and the GuaranteesSecurities, substantially in the form of Annex B. 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. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except only in transactions that are exempt from, or not subject to, the from registration requirements of under the Securities ActAct and applicable laws of other jurisdictions. Accordingly, the notes initially are being offered and sold only to (1a) persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and (2b) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Group 1 AutomotiveHomeStreet, Inc. Security descriptionRanking: 4.000% Senior Notes due 2028 (the “Notes”) Distribution: Rule 144A/144A / Reg S; no registration rights SizeD with Registration Rights Principal Amount: $550,000,000 Maturity65,000,000 Maturity Date: August 15June 1, 2028 2026 Coupon: 4.0006.50% Issue pricePrice: 100.000% of principal amount100%, plus accrued interest, if any, from August 17May 20, 2020 2016 Yield to maturityMaturity: 4.0006.50% Spread to benchmark Benchmark Treasury: +354 basis points 4.728% Benchmark Treasury: UST 2.8751.625% due August Due May 15, 2028 2026 Benchmark Treasury Price and Yield: 98-21; 1.772% Interest Payment Dates: February 15 June 1, and August 15December 1, commencing February 15December 1, 2021 Record Dates2016 Optional Redemption: February 1 and August 1 Equity clawback: Up Prior to 40% at 104.000% prior to August 15March 1, 2023 Optional redemption: Make2026, make-whole call at T+50 bps prior to August 15, 2023 then: August 15, 2023 102.000% August 15, 2024 101.333% August 15, 2025 100.667% August 15@ T+30 bpsRedeemable in whole or in part on or after March 1, 2026 and thereafter 100.000% Change of control: Puttable at 101100% of the principal amount of the notes, plus accrued and unpaid interest tointerest, but excludingif any Registration Rights Commercially reasonable efforts to cause the registration statement to be filed within 120 days, to be effective within 180 days, and the repurchase dateexchange to be consummated within 210 days after the issuance of the notes. Trade dateDate: Xxxxxx 0, 0000 Xxxxxxxxxx date: August May 17, 2020 (T+10). It is expected that delivery of the notes will be made against payment therefor on or about August 172016 Settlement Date: T+3; May 20, 2020, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next seven business days will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the settlement date should consult their own advisors. CUSIP: Rule 144A: 000000XX0 Reg S: X00000XX0 2016 QIB CUSIP / ISIN:Accredited Investor CUSIP / ISIN: Rule 144A43785V AB8 / US43785VAB8043785V AC6 / US43785VAC63 Expected Rating*: US398905AN98 Reg S: USU03903AE82 BBB- (Kroll) Minimum Denominations/Multiple: $2,000 x and integral multiples of $1,000 Bookrunnersin excess thereof Sole Book-Running Manager: X.X. Xxxxxx Securities LLC Xxxxx Fargo SecuritiesSandler X’Xxxxx & Partners, LLC BofA SecuritiesL.P. *A securities rating is not a recommendation to buy, Inc. BBVA Securities Inc. Co-Managers: Comerica Securities, Inc. U.S. Bancorp Investments, Inc. This communication is being distributed in the United States solely sell or hold securities and may be subject to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act, and outside the United States solely to Non-U.S. persons as defined under Regulation S. 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.
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Additional Time of Sale Information. Pricing term Term sheet containing the terms of the Securities and the GuaranteesSecurities, substantially in the form of Annex B. This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum preliminary offering memorandum dated September 23, 2024 (the “Preliminary Offering Memorandum”)) of Xxxxxxxx International Corporation. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Preliminary Offering Memorandum. The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), ) or the securities laws of any other jurisdiction. The notes , and may not be offered offered, sold or sold in the United States otherwise transferred absent registration or to U.S. persons (as defined in Regulation S) except in transactions exempt an exemption from, or in a transaction not subject to, the registration requirements of the Securities ActAct or any other applicable securities laws. Accordingly, the notes are being offered and sold only to (1) persons reasonably believed to be “qualified institutional buyers” as defined buyers in reliance on Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons outside the United States in compliance with reliance on Regulation S under the Securities Act. Issuer: Group 1 Automotive, Inc. Security descriptionXxxxxxxx International Corporation Security: 4.0008.625% Senior Secured Second Lien Notes due 2028 (the “Notes”) Distribution: Rule 144A/Reg S; no registration rights Size2027 Principal Amount: $550,000,000 300,000,000 Maturity: August 15October 1, 2028 2027 Coupon: 4.0008.625% Issue price: 100.000% of principal amount%, plus accrued interest, if any, from August 17September 27, 2020 2024 Gross proceeds: $300,000,000 Yield to maturity: 4.0008.625% Spread to benchmark TreasuryInterest payment dates: +354 basis points Benchmark TreasuryApril 1 and October 1, commencing April 1, 2025 Record dates: UST 2.875% due August 15, 2028 Interest Payment Dates: February March 15 and August 15, commencing February 15, 2021 Record Dates: February 1 and August 1 September 15 Equity clawback: Up to 40% at 104.000108.625% prior to August 15October 1, 2023 2025 Optional redemption: Make-whole call at @ T+50 bps prior to August 15, 2023 then: August 15, 2023 102.000% August 15, 2024 101.333% August 15October 1, 2025 100.667On and after October 1, 2025, in whole or in part, at the redemption prices (expressed as a percentage of principal amount of the notes to be redeemed) set forth below, plus accrued and unpaid interest on the notes, if any, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October 1 of each of the years indicated below: 2025 104.313% August 15, 2026 and thereafter 100.000% Change of control: Puttable Putable at 101% of principal principal, plus accrued and unpaid interest to, but excludingnot including, the repurchase date. date of purchase Trade date: Xxxxxx 0September 23, 0000 Xxxxxxxxxx date2024 Settlement: August 17September 27, 2020 2024 (T+10). T+4) It is expected that delivery of the notes will be made against payment therefor on or about August 17September 27, 20202024, which is the tenth fourth business day following the date hereof (such this settlement cycle being referred to as “T+10T+4”). Under Rule 15c6-1 under of the Securities Exchange Act of 1934, as amendedAct, trades in the secondary market generally are required to settle in two one business days day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on prior to the date of pricing or that is one business day prior to the next seven business days settlement date will be required, by virtue of the fact that the notes will not initially will settle in T+10T+1, to specify an alternative alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the settlement date and should consult their own advisors. Joint book-running managers: Truist Securities, Inc. BofA Securities, Inc. Citizens JMP Securities, LLC X.X. Xxxxxx Securities LLC PNC Capital Markets LLC TD Securities (USA) LLC Xxxxx Fargo Securities, LLC Lead manager: Xxxxxxxxxxx & Co. Inc. Co-managers: Citigroup Global Markets Inc. M&T Securities, Inc. X. Xxxxx Securities, Inc. CJS Securities, Inc. HSBC Securities (USA) Inc. WauBank Securities LLC Ratings*: B3 (Xxxxx’x) / B+ (S&P) / BB- Fitch XXXXX and ISIN numbers: 144A Notes Reg S Notes CUSIP: Rule 144A000000XX0 CUSIP: 000000XX0 Reg S: X00000XX0 U57624 AB1 ISIN: Rule 144AUS577128AC59 ISIN: US398905AN98 Reg S: USU03903AE82 Denominations/MultipleUSU57624AB14 Denominations / multiple: $2,000 x $1,000 BookrunnersDistribution: X.X. Xxxxxx Securities LLC Xxxxx Fargo SecuritiesRule 144A / Regulation S, LLC BofA Securities, Inc. BBVA Securities Inc. Co-Managers: Comerica Securities, Inc. U.S. Bancorp Investments, Inc. without registration rights This communication is shall not constitute an offer to sell or a solicitation of an offer to buy the notes, nor shall there be any sale of the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The notes are being distributed in the United States solely offered and sold only to (1) persons reasonably believed to be Qualified Institutional Buyers, as defined qualified institutional buyers in reliance on Rule 144A under the Securities Act, Act and (2) to non-U.S. persons outside the United States solely in reliance on Regulation S under the Securities Act. The notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered, sold or otherwise transferred absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or any other applicable securities laws. *A securities rating is not a recommendation to Non-U.S. persons as defined under Regulation S. 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.
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Additional Time of Sale Information. Pricing term Term sheet containing the terms of the Securities and the GuaranteesSecurities, substantially in the form of Annex B. This pricing term sheet is qualified in its entirety by made with 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. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”)amended, or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Group 1 AutomotiveU.S. Concrete, Inc. Security description: 4.000% Senior Notes due 2028 (the “Notes”) Distribution: Rule 144A/Reg S; no S registration rights Size: $550,000,000 400,000,000 Gross proceeds: $400,000,000 Maturity: August 15June 1, 2028 2024 Coupon: 4.0006.375% Issue price: 100.000% of principal face amount, plus accrued interest, if any, from August 17, 2020 . Yield to maturity: 4.0006.375% Spread to benchmark Benchmark Treasury: +354 basis points +452bps Benchmark Treasury: UST 2.8752.5% due August May 15, 2028 2024 Interest Payment Dates: February 15 June 1 and August 15December 1, commencing February 15December 1, 2021 Record Dates: February 1 and August 1 2016 Equity clawback: Up to 4035% at 104.000106.375% prior to August 15June 1, 2023 2019 Optional redemption: Make-whole call at T+50 bps @ T+50bps prior to August 15June 1, 2023 2019 then: August 15June 1, 2023 102.0002019 104.781% August 15June 1, 2024 101.3332020 103.188% August 15June 1, 2025 100.6672021 101.594% August 15June 1, 2026 2022 and thereafter 100.000% Change of control: Puttable Putable at 101% of principal plus accrued and unpaid interest to, but excluding, the repurchase date. Trade date: Xxxxxx 0May 23, 0000 Xxxxxxxxxx date2016 Settlement: August 17T+10; June 7, 2020 (T+10). It is expected that delivery of the notes will be made against payment therefor on or about August 17, 2020, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next seven business days will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the settlement date should consult their own advisors2016. CUSIP: Rule 144A: 000000XX0 Reg CUSIP No. 00000XXX0 REG S: X00000XX0 CUSIP No. X0000XXX0 ISIN: Rule 144A: US398905AN98 Reg ISIN No. US90333LAM46 REG S: USU03903AE82 ISIN No. USU9033EAE87 Denominations/Multiple: $2,000 x $1,000 BookrunnersRatings*: B3/BB- Book-Running Managers: X.X. Xxxxxx Securities LLC Xxxxx Fargo SecuritiesUBS Securities LLC Senior Co-Managers: RBC Capital Markets, LLC BofA SecuritiesSunTrust Xxxxxxxx Xxxxxxxx, Inc. BBVA Securities Inc. Co-Managers: Comerica Capital One Securities, Inc. U.S. Bancorp InvestmentsMitsubishi UFJ Securities (USA), Inc. This communication Estimated net proceeds to the Issuer from the offering of notes will be approximately $392.5 million, after deducting the Initial Purchasers’ discounts and commissions and estimated offering expenses. *A securities rating is being distributed in the United States solely not a recommendation to persons reasonably believed buy, sell or hold securities and may be subject to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act, and outside the United States solely to Non-U.S. persons as defined under Regulation S. 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.. In connection with offers and sales of Securities outside the United States:
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Samples: Purchase Agreement (Us Concrete Inc)
Additional Time of Sale Information. Pricing term sheet containing the terms of the Securities and the Guarantees, substantially in the form of Annex B. 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. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Group 1 Automotive, Inc. Security description: 4.0006.375% Senior Notes due 2028 (the “Notes”) 2030 Distribution: Rule 144A/Reg S; no registration rights Size: $550,000,000 500,000,000 Maturity: August January 15, 2028 2030 Coupon: 4.0006.375% Issue price: 100.000% of principal amount, plus accrued interest, if any, from August 17, 2020 amount Yield to maturity: 4.0006.375% Spread to benchmark Treasury: +354 +223 basis points Benchmark Treasury: UST 2.8754.25% due August 15June 30, 2028 2029 Interest Payment Dates: February January 15 and August July 15, commencing February January 15, 2021 2025 Record Dates: February January 1 and August 1 Equity clawback: Up to 40% at 104.000% prior to August 15, 2023 Optional redemption: Make-whole call at T+50 bps prior to August 15, 2023 then: August 15, 2023 102.000% August 15, 2024 101.333% August 15, 2025 100.667% August 15, 2026 and thereafter 100.000% Change of control: Puttable at 101% of principal plus accrued and unpaid interest to, but excluding, the repurchase date. Trade date: Xxxxxx 0, 0000 Xxxxxxxxxx date: August 17, 2020 (T+10). It is expected that delivery of the notes will be made against payment therefor on or about August 17, 2020, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next seven business days will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the settlement date should consult their own advisors. CUSIP: Rule 144A: 000000XX0 Reg S: X00000XX0 ISIN: Rule 144A: US398905AN98 Reg S: USU03903AE82 Denominations/Multiple: $2,000 x $1,000 Bookrunners: X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC BofA Securities, Inc. BBVA Securities Inc. Co-Managers: Comerica Securities, Inc. U.S. Bancorp Investments, Inc. This communication is being distributed in the United States solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act, and outside the United States solely to Non-U.S. persons as defined under Regulation S. 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.July 1
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