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 February 4, 2014 to Preliminary Offering Memorandum dated February 4, 2014 of Netflix, Inc. (the “Company”) This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this pricing term sheet supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum. Other information (including financial information) presented in the Preliminary Offering Memorandum is deemed to have changed to the extent affected by the changes described herein. The notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and are being offered only to (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Netflix, Inc. Guarantees: The notes generally are not required to be guaranteed by any subsidiaries. In the future, the notes may be guaranteed on a senior unsecured basis by certain subsidiaries. Security Description: Senior Unsecured Notes Distribution: 144A/RegS with Contingent Registration Rights Face: $400,000,000 Gross Proceeds: $400,000,000 Coupon: 5.750% Maturity: Xxxxx 0, 0000 Xxxxxxxx Price: 100.000% Yield to Maturity: 5.750% Spread to Treasury: +313 basis points Benchmark: UST 2.750% due November 15, 2023 Interest Pay Dates: March 1 and September 1 Record Dates: February 15 and August 15 Beginning: September 1, 2014 Optional Redemption: Make-whole call at T+50bps prior to maturity Change of Control: Put @ 101% of principal plus accrued interest Trade Date: February 4, 2014 Settlement Date: (T+10) February 19, 2014 The initial purchasers expect that delivery of the notes will be made to investors on or about February 19, 2014, which will be the 10th business day following the date of this offering memorandum (such settlement being referred to as T+10). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than three business days prior to February 19, 2014 will be required, by virtue of the fact that the notes initially settle in T+10, to specify an alternate settlement arrangement to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their deliver date hereunder should consult their advisors. CUSIP: 144A: 64110L AF3 Reg S: U74079 AC5 ISIN: 144A: US64110LAF31 Reg S: USU74079AC59 Denominations: 2,000x1,000 Joint-Lead Bookrunners: Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx & Co.
Appears in 1 contract
Samples: Netflix Inc
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 sheet Supplement Strictly Confidential Res-Care, Inc.$200,000,000 10.75% Senior Notes due 2019 Pricing Supplement dated February 4December 16, 2014 2010 to the Preliminary Offering Memorandum dated February 4December 8, 2014 2010 of NetflixRes-Care, Inc. (the “Company”) This pricing term sheet Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum, which is hereby incorporated by reference. The information in this pricing term sheet supplements the Preliminary Offering Memorandum Pricing Supplement updates and supersedes the any information in the Preliminary Offering Memorandum to the extent inconsistent which is inconsistent, or prepared based on assumptions that are inconsistent, with the information below. Unless otherwise indicated, terms used but not defined herein have the meanings assigned to such terms in the Preliminary Offering Memorandum. The notes (and the related guarantees) have not been registered under the Securities Act or any other securities laws. Unless they are registered, the notes may be offered only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. We and the initial purchasers are offering the notes only to qualified institutional buyers under Rule 144A and to persons outside the United States in reliance on Regulation S under the Securities Act. For further details about eligible offerees and resale restrictions, see “Transfer restrictions” in the Preliminary Offering Memorandum. See “Risk factors” beginning on page 19 of the Preliminary Offering Memorandum for a discussion of certain risks that you should consider in connection with an investment in the notes. Other information (including financial information) presented in the Preliminary Offering Memorandum is deemed to have changed to the extent affected effected by the changes described herein. The notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and are being offered only to (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: NetflixRes-Care, Inc. Guarantees: The notes generally are not required to be guaranteed by any subsidiaries. In (the future, the notes may be guaranteed on a senior unsecured basis by certain subsidiaries. “Issuer”) Security Description: 10.75% Senior Unsecured Notes due 2019 Distribution: 144A/RegS Rule 144A / Regulation S with Contingent Registration Rights FacePrincipal Amount: $400,000,000 200,000,000 Gross Proceeds: $400,000,000 200,000,000 Maturity: January 15, 2019 Coupon: 5.75010.75% Maturity: Xxxxx 0, 0000 Xxxxxxxx Issue Price: 100.000% of face amount Yield to Maturity: 5.75010.75% Spread to Benchmark Treasury: +313 basis points Benchmark+762 bps Benchmark Treasury: UST 2.7502.75% due November 2/15/2019 Interest Payment Dates: January 15 and July 15, 2023 Interest Pay Dates: March 1 and September 1 commencing July 15, 2011 Record Dates: February 15 January 1 and August 15 BeginningJuly 1 Equity clawback: September 1Up to 35% at 110.75%, on or prior to January 15, 2014 Optional Redemptionredemption: Make-whole call at T+50bps @ T+50 bps prior to maturity January 15, 2015, then On or after At the redemption price of January 15, 2015 105.375 % January 15, 2016 102.688 % January 15, 2017 and thereafter 100.000 % Change of Controlcontrol: Put @ Putable at 101% of principal plus accrued interest Trade Datedate: February 4December 16, 2014 2010 Settlement Datedate: December 22, 2010 (T+10T+4). CUSIP Numbers: 144A Regulation S CUSIP: 760943 AK6 CUSIP: U76090 AD8 ISIN: US760943AK62 ISIN: USU76090AD82 Ratings: B3 (Xxxxx’x) February 19/ B- (S&P)(1) Joint Book-Running Managers: X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, 2014 The initial purchasers expect Pierce, Xxxxxx & Xxxxx Incorporated Co-Managers: Fifth Third Securities, Inc. U.S. Bancorp Investments, Inc. Changes to the Preliminary Offering Memorandum: In addition, the following changes will be made to the Preliminary Offering Memorandum as well as additional conforming changes consistent with the changes described herein: Preamble On page iii of the Preliminary Offering Memorandum, the last paragraph relating to the settlement date is replaced in its entirety with the following: “It is expected that delivery of the notes will be made to investors against payment there for on or about February 19December 22, 20142010, which will be is the 10th fourth business day following the date of this offering memorandum hereof (such settlement cycle being referred to as T+10“T+4”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), trades in the secondary market generally are required to settle in three business days, days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than three business days prior to February 19, 2014 on the date of pricing will be required, by virtue of the fact that the notes initially will settle in T+10T+4, to specify an alternate alternative settlement arrangement 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 their deliver on the date hereunder of pricing should consult their own advisors. CUSIP: 144A: 64110L AF3 Reg S: U74079 AC5 ISIN: 144A: US64110LAF31 Reg S: USU74079AC59 Denominations: 2,000x1,000 Joint-Lead Bookrunners: Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx & Co..” Description of other indebtedness The Issuer’s new senior secured credit facilities on which the notes offering is conditioned may vary in principal amount or maturity from the description under the caption “Description of other indebtedness” as follows:
Appears in 1 contract
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 February 4Term Sheet [See attached] PRICING SUPPLEMENT, 2014 to Preliminary Offering Memorandum dated February 4DATED JULY 11, 2014 of Netflix2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 11, 2019 STRICTLY CONFIDENTIAL Builders FirstSource, Inc. $75,000,000 6.750% Senior Secured Notes due 2027 This pricing supplement (the this “CompanyPricing Supplement”) This pricing term sheet is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 (the “Preliminary Offering MemorandumCircular”). The information in this pricing term sheet Pricing Supplement supplements the Preliminary Offering Memorandum Circular and supersedes the information in the Preliminary Offering Memorandum Circular to the extent inconsistent with the information in the Preliminary Offering MemorandumCircular. Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Offering Circular. Other information (including financial information) presented in the Preliminary Offering Memorandum Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSource, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 (the “Notes”) On May 30, 2019, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured notes due 2027 (the “Existing 2027 Notes”). The Notes offered hereby will be issued as additional notes have not been registered under the Securities Act of 1933indenture governing the Existing 2027 Notes, fully fungible with the Existing 2027 Notes, treated as amended, or the securities laws of any other jurisdiction and are being offered only to (1) “qualified institutional buyers” as defined in Rule 144A a single class for all purposes under the Securities Act indenture governing the Existing 2027 Notes with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (2) outside except that the United States Notes offered hereby issued pursuant to non-U.S. persons in compliance with Regulation S under the Securities Act, will trade separately under a different CUSIP number until 40 days after the issue date of the Notes offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). Issuer: Netflix, Inc. Guarantees: The notes generally are not required to be guaranteed by any subsidiaries. In the future, the notes may be guaranteed on a senior unsecured basis by certain subsidiaries. Security Description: Senior Unsecured Notes Distribution: 144A/RegS with Contingent Registration Rights FacePrincipal Amount: $400,000,000 Gross Proceeds75,000,000 Maturity Date: $400,000,000 June 1, 2027 Issue Price: 104.500% plus accrued interest from May 30, 2019 Coupon: 5.750% Maturity: Xxxxx 0, 0000 Xxxxxxxx Price: 100.0006.750% Yield to Maturity: 5.7505.679% Gross Proceeds: $78,375,000.00 Spread to TreasuryBenchmark: +313 +382.7 basis points Benchmark: 2.00% UST 2.750% due November 15May 31, 2023 Interest Pay Dates: March 1 and September 1 Record Dates: February 15 and August 15 Beginning: September 1, 2014 Optional Redemption: Make-whole call at T+50bps prior to maturity Change of Control: Put @ 101% of principal plus accrued interest Trade Date: February 4, 2014 Settlement Date: (T+10) February 19, 2014 The initial purchasers expect that delivery of the notes will be made to investors on or about February 19, 2014, which will be the 10th business day following the date of this offering memorandum (such settlement being referred to as T+10). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than three business days prior to February 19, 2014 will be required, by virtue of the fact that the notes initially settle in T+10, to specify an alternate settlement arrangement to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their deliver date hereunder should consult their advisors. CUSIP: 144A: 64110L AF3 Reg S: U74079 AC5 ISIN: 144A: US64110LAF31 Reg S: USU74079AC59 Denominations: 2,000x1,000 Joint-Lead Bookrunners: Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx & Co.2024 Ratings* B2 / BB-
Appears in 1 contract
Samples: Builders FirstSource, Inc.
Additional Time of Sale Information. 1. Term sheet The pricing supplement containing the terms of the Securities, substantially in the form of Annex B. ANNEX B [Form of Pricing term sheet Supplement] Avis Budget Car Rental, LLC and Avis Budget Finance, Inc. $175,000,000 5.50% Senior Notes due 2023 November 6, 2014 Pricing Supplement Pricing Supplement dated February 4November 6, 2014 to the Preliminary Offering Memorandum dated February 4November 6, 2014 of NetflixAvis Budget Car Rental, LLC and Avis Budget Finance, Inc. (the “Company”) This pricing term sheet Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this pricing term sheet Pricing Supplement supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Other information (including financial information) presented Capitalized terms used in this Pricing Supplement but not defined have the meanings given to them in the Preliminary Offering Memorandum is deemed to have changed to the extent affected by the changes described hereinMemorandum. The notes have not been registered under the Securities Act of 1933Issuers Avis Budget Car Rental, as amended, or the securities laws of any other jurisdiction LLC and are being offered only to (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: NetflixAvis Budget Finance, Inc. Guarantees: The notes generally are not required to be guaranteed by any subsidiaries. In the future(together, the notes may be guaranteed on a “Company”) Guarantors Avis Budget Group, Inc., Avis Budget Holdings, LLC and the Company’s existing and future direct and indirect domestic subsidiaries that also guarantee the Company’s senior unsecured basis by certain subsidiaries. Security Description: credit facilities Title of Securities 5.50% Senior Unsecured Notes Distribution: 144A/RegS with Contingent Registration Rights Face: due 2023 (the “Notes”) Aggregate Principal Amount $400,000,000 175,000,000 Gross Proceeds: Proceeds (excluding accrued interest) $400,000,000 Coupon: 5.750% Maturity: Xxxxx 0174,343,750 Maturity Date April 1, 0000 Xxxxxxxx Price: 100.0002023 Issue Price 99.625%, plus accrued and unpaid interest from October 1, 2014 Coupon 5.500% Yield to Maturity: 5.750Maturity 5.556% Spread to Treasury: +313 basis points Benchmark: UST 2.750Benchmark Treasury 2.000% due November February 15, 2023 Spread to Benchmark Treasury 331 bps Interest Pay Dates: March Payment Dates April 1 and September October 1 of each year, beginning on April 1, 2015 Record Dates: February Dates March 15 and August September 15 Beginning: September 1, 2014 Optional Redemption: Make-whole call at T+50bps prior to maturity Change of Control: Put @ 101% of principal plus accrued interest each year Trade Date: February 4Date November 6, 2014 Settlement Date: (T+10) February 19, 2014 The initial purchasers Date We expect that delivery of the notes will settlement date to be made to investors on or about February 19November 14, 2014, which will be is the 10th 5th business day following the date of this offering memorandum (such settlement being referred to as T+10)the pricing of the Notes. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, Since trades in the secondary market are required to generally settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than three on the date of pricing or the next succeeding business days prior to February 19, 2014 day will be required, by virtue of the fact that the notes initially will settle in T+10T+5, to specify an alternate alternative settlement arrangement arrangements to prevent a failed settlement. Purchasers Make-Whole Redemption Make whole redemption at Treasury Rate + 50 basis points prior to April 1, 2018 Optional Redemption On or after April 1, 2018 at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on April 1 of the notes who wish years indicated below: Year Price 2018 102.750% 2019 101.833% 2020 100.917% 2021 and thereafter 100.000% Equity Clawback Up to trade 35% at 105.5% on or before April 1, 2016 Change of Control 101% plus accrued and unpaid interest Use of Proceeds We intend to use the notes prior to their deliver date hereunder should consult their advisorsnet proceeds from this offering for general corporate purposes, including the Budget Licensee Acquisition. CUSIP: Joint Book-Running Managers Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Co-Managers Scotia Capital (USA) Inc. Distribution 144A/Regulation S (with Registration Rights) Denominations $2,000 minimum, and in increments of $1,000 for all denominations in excess thereof CUSIP Numbers Rule 144A: 64110L AF3 Reg 000000XX0 Regulation S: U74079 AC5 ISIN: X00000XX0 ISIN Numbers Rule 144A: US64110LAF31 Reg US053773AZ03 Regulation S: USU74079AC59 Denominations: 2,000x1,000 Joint-Lead Bookrunners: Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx & Co.USU05375AM94 This material is strictly confidential and has been prepared solely for use in connection with the proposed offering of the securities described in the Preliminary Offering Memorandum. This material is personal to each offeree and does not constitute an offer to any other person or the public generally to subscribe for or otherwise acquire the securities. Please refer to the Preliminary Offering Memorandum for a complete description.
Appears in 1 contract
Samples: Registration Rights Agreement (Budget Truck Rental LLC)
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 February 4Term Sheet [See attached] B-1 PRICING SUPPLEMENT, 2014 to Preliminary Offering Memorandum dated February 4DATED JULY 11, 2014 of Netflix2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 11, 2019 STRICTLY CONFIDENTIAL Builders FirstSource, Inc. $75,000,000 6.750% Senior Secured Notes due 2027 This pricing supplement (the this “CompanyPricing Supplement”) This pricing term sheet is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 (the “Preliminary Offering MemorandumCircular”). The information in this pricing term sheet Pricing Supplement supplements the Preliminary Offering Memorandum Circular and supersedes the information in the Preliminary Offering Memorandum Circular to the extent inconsistent with the information in the Preliminary Offering MemorandumCircular. Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Offering Circular. Other information (including financial information) presented in the Preliminary Offering Memorandum Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSource, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 (the “Notes”) On May 30, 2019, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured notes due 2027 (the “Existing 2027 Notes”). The Notes offered hereby will be issued as additional notes have not been registered under the Securities Act of 1933indenture governing the Existing 2027 Notes, fully fungible with the Existing 2027 Notes, treated as amended, or the securities laws of any other jurisdiction and are being offered only to (1) “qualified institutional buyers” as defined in Rule 144A a single class for all purposes under the Securities Act indenture governing the Existing 2027 Notes with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (2) outside except that the United States Notes offered hereby issued pursuant to non-U.S. persons in compliance with Regulation S under the Securities Act, will trade separately under a different CUSIP number until 40 days after the issue date of the Notes offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). Issuer: Netflix, Inc. Guarantees: The notes generally are not required to be guaranteed by any subsidiaries. In the future, the notes may be guaranteed on a senior unsecured basis by certain subsidiaries. Security Description: Senior Unsecured Notes Distribution: 144A/RegS with Contingent Registration Rights FacePrincipal Amount: $400,000,000 Gross Proceeds75,000,000 Maturity Date: $400,000,000 June 1, 2027 Issue Price: 104.500% plus accrued interest from May 30, 2019 Coupon: 5.750% Maturity: Xxxxx 0, 0000 Xxxxxxxx Price: 100.0006.750% Yield to Maturity: 5.7505.679% Gross Proceeds: $78,375,000.00 Spread to TreasuryBenchmark: +313 +382.7 basis points Benchmark: 2.00% UST 2.750% due November 15May 31, 2023 Interest Pay Dates: March 1 and September 1 Record Dates: February 15 and August 15 Beginning: September 1, 2014 Optional Redemption: Make-whole call at T+50bps prior to maturity Change of Control: Put @ 101% of principal plus accrued interest Trade Date: February 4, 2014 Settlement Date: (T+10) February 19, 2014 The initial purchasers expect that delivery of the notes will be made to investors on or about February 19, 2014, which will be the 10th business day following the date of this offering memorandum (such settlement being referred to as T+10). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than three business days prior to February 19, 2014 will be required, by virtue of the fact that the notes initially settle in T+10, to specify an alternate settlement arrangement to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their deliver date hereunder should consult their advisors. CUSIP: 144A: 64110L AF3 Reg S: U74079 AC5 ISIN: 144A: US64110LAF31 Reg S: USU74079AC59 Denominations: 2,000x1,000 Joint-Lead Bookrunners: Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx & Co.2024 Ratings* B2 / BB-
Appears in 1 contract
Samples: www.oblible.com
Additional Time of Sale Information. 1. Pricing Term sheet Sheet dated August 19, 2013 containing the terms of the Securities, substantially in the form of Annex B. B2Gold Corp. ANNEX B $225,000,000 3.25% Convertible Senior Subordinated Notes due 2018 Pricing term sheet Term Sheet, dated February 4August 19, 2014 2013 to Preliminary Offering Memorandum dated February 4August 19, 2014 of Netflix, Inc. (the “Company”) 2013 Strictly Confidential 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. Other information (including financial information) presented Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum is deemed to have changed to the extent affected by the changes described hereinMemorandum. The notes and the common shares issuable upon conversion of the notes, if any, have not been registered under the U.S. Securities Act of 1933, as amended, or amended (the securities laws of any other jurisdiction “Securities Act”) and are being offered and sold only to (1) “qualified institutional buyers” as defined buyers in accordance with Rule 144A under the Securities Act and (2) outside Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the United States to non-U.S. persons in compliance with Regulation S under seller of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act. Issuer: Netflix, Inc. Guarantees: The notes generally are not required to be guaranteed Act provided by any subsidiaries. Rule 144A. In the futureaddition, the notes may only be guaranteed on a senior unsecured basis by certain subsidiariessold pursuant to an exemption from the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada, including the Securities Act (British Columbia). Security DescriptionThe notes and the common shares issuable upon conversion of the notes, if any, are not transferable except in accordance with the restrictions described under “Transfer restrictions” in the Preliminary Offering Memorandum. All dollar amounts herein are stated in U.S. dollars. Issuer: B2Gold Corp. (NYSE MKT: BTG and TSX: BTO) Securities: 3.25% Convertible Senior Unsecured Subordinated Notes Distribution: 144A/RegS with Contingent Registration Rights Facedue 2018 Offering Size: $400,000,000 Gross Proceeds: 225,000,000 ($400,000,000 Coupon: 5.750% 258,750,000 if the initial purchasers exercise their option to purchase additional notes in full) Maturity: Xxxxx 0October 1, 0000 Xxxxxxxx 2018, unless earlier redeemed, repurchased or converted Issue Price: 100.000100% Yield to Maturityof principal amount, plus accrued interest, if any, from the Settlement Date (as defined below) Interest Rate: 5.7503.25% Spread to Treasury: +313 basis points Benchmark: UST 2.750% due November 15per annum accruing from the Settlement Date, 2023 Interest Pay Dates: March payable semi- annually in arrears on April 1 and September October 1 Record Dates: February 15 and August 15 Beginning: September of each year, beginning on April 1, 2014 Optional Redemption: Make-whole call at T+50bps prior to maturity Change of Control: Put @ 101% of principal plus accrued interest Trade Date: February 4, 2014 Settlement Date: (T+10) February NYSE MKT Last Reported Sale Price on August 19, 2014 2013: $2.86 per common share Conversion Premium: Approximately 37.5% above the NYSE MKT Last Reported Sale Price on August 19, 2013 Initial Conversion Rate: 254.2912 common shares per $1,000 principal amount of notes Initial Conversion Price: Approximately $3.93 per common share Use of Proceeds: The net proceeds to us from this offering, after deducting the initial purchasers’ discount and offering expenses payable by the Issuer in connection with this offering, will be approximately $217.5 million (or approximately $250.3 million if the initial purchasers expect that delivery of the notes will be made to investors on or about February 19, 2014, which will be the 10th business day following the date of this offering memorandum (such settlement being referred to as T+10exercise their over- allotment option in full). Under Rule 15c6-1 under The Issuer intends to use the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than three business days prior to February 19, 2014 will be required, by virtue of the fact that the notes initially settle in T+10, to specify an alternate settlement arrangement to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their deliver date hereunder should consult their advisors. CUSIP: 144A: 64110L AF3 Reg S: U74079 AC5 ISIN: 144A: US64110LAF31 Reg S: USU74079AC59 Denominations: 2,000x1,000 Joint-Lead Bookrunners: Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx & Co.net proceeds for general corporate purposes.
Appears in 1 contract
Samples: taxinterpretations.com
Additional Time of Sale Information. 1. Term sheet Pricing Supplement containing the terms of the Securities, substantially in the form of Annex B. ANNEX B Exhibit A. EXHIBIT A Pricing term sheet Supplement [Attached] EXHIBIT A-1 MPH ACQUISITION HOLDINGS LLC $1,050,000,000 5.50% Senior Secured Notes due 2028 August 17, 2021 Pricing Supplement Pricing Supplement dated February 4August 17, 2014 2021 to the Preliminary Offering Memorandum Circular dated February 4August 16, 2014 2021 of NetflixMPH Acquisition Holdings LLC (as supplemented through and including the date hereof, Inc. (the “CompanyPreliminary Offering Circular”) ). This pricing term sheet Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering MemorandumCircular. The information in this pricing term sheet Pricing Supplement supplements the Preliminary Offering Memorandum Circular and supersedes the information in the Preliminary Offering Memorandum Circular to the extent it is inconsistent with the information in the Preliminary Offering MemorandumCircular. Other information (including financial information) presented Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Offering Memorandum is deemed Circular. The aggregate principal amount of Notes to have changed be issued in the offering has increased from $775,000,000 to $1,050,000,000, which represents an increase of $275,000,000 from the aggregate principal amount of Notes set forth in the Preliminary Offering Circular. See “Use of Proceeds” and “Changes to the extent affected by Preliminary Offering Circular” below. Issuer MPH Acquisition Holdings LLC (the changes described herein. “Issuer”) Guarantees The notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction Notes will be jointly and are being offered only to (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Netflix, Inc. Guarantees: The notes generally are not required to be guaranteed by any subsidiaries. In the future, the notes may be severally guaranteed on a senior unsecured secured basis by certain subsidiarieseach of the Issuer’s wholly owned domestic restricted subsidiaries that guarantee the Issuer’s existing senior secured credit facilities. Security Description: Title of Securities 5.50% Senior Unsecured Secured Notes Distribution: due 2028 (the “Notes”) Aggregate Principal Amount $1,050,000,000 Distribution 144A/RegS with Contingent Registration Rights Face: $400,000,000 Gross Proceeds: $400,000,000 Coupon: 5.750% Maturity: Xxxxx 0Regulation S; no registration rights Maturity Date September 1, 0000 Xxxxxxxx Price: 2028 Issue Price 100.000% Yield to Maturity: 5.750% Spread to Treasury: +313 basis points Benchmark: UST 2.750Coupon 5.50%. Interest will accrue from August 24, 2021. Benchmark Treasury 3.125% due November 15, 2023 2028 Benchmark Treasury Yield 1.04% Spread to Benchmark Treasury + 446 basis points Yield to Maturity 5.50% Interest Pay Dates: Payment Dates March 1 and September 1 of each year, beginning on March 1, 2022 Record Dates: Dates February 15 and August 15 Beginning: of each year Trade Date August 17, 2021 Settlement Date August 24, 2021 Make-Whole Redemption Make-whole redemption at Treasury Rate + 50 basis points prior to September 1, 2014 2024 Optional RedemptionRedemption On or after September 1, 2024, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on September 1 of the years indicated below: Make-whole call at T+50bps Year Price 2024 102.750% 2025 101.375% 2026 and thereafter 100.000% Additional Redemption Right At any time prior to maturity Change of Control: Put @ 101September 1, 2024, we may redeem during each 12-month period commencing on the issue date up to 10% of the aggregate principal plus accrued interest Trade Date: February 4, 2014 Settlement Date: (T+10) February 19, 2014 The initial purchasers expect that delivery amount of the notes at a purchase price equal to 103.000% of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Equity Clawback Up to 40% at 105.50% prior to September 1, 2024 Change of Control 101% plus accrued and unpaid interest, if any Use of Proceeds The Issuer will be made to investors on or about February 19, 2014, which will be use the 10th business day following the date net proceeds of this offering memorandum and borrowings under its $1,325 million new senior secured term loan facility (such settlement being referred i) to as T+10)repay all of its indebtedness under its existing senior term loan facility and (ii) to pay fees and expenses in connection therewith. Under The Issuer will use cash on hand to repay any accrued and unpaid interest on the existing senior term loan. Joint Book-Running Managers Xxxxxxx Xxxxx & Co. LLC Barclays Capital Inc. Citigroup Global Markets Inc. BofA Securities, Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. UBS Securities LLC CUSIP and ISIN Numbers Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than three business days prior to February 19, 2014 will be required, by virtue of the fact that the notes initially settle in T+10, to specify an alternate settlement arrangement to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their deliver date hereunder should consult their advisors. 144A CUSIP: 144A: 64110L AF3 Reg S: U74079 AC5 553283 AD4 Rule 144A ISIN: 144AUS553283AD43 Regulation S CUSIP: US64110LAF31 Reg SU6203K AE4 Regulation S ISIN: USU74079AC59 Denominations: 2,000x1,000 Joint-Lead Bookrunners: Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx & Co.USU6203KAE48 Denominations Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Appears in 1 contract
Samples: MultiPlan Corp
Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B Pricing See attached. ANNEX B PRICING TERM SHEET DATED DECEMBER 15, 2023 KINETIK HOLDINGS LP 6.625% SUSTAINABILITY-LINKED SENIOR NOTES DUE 2028 The information in this pricing term sheet supplements the preliminary offering memorandum, dated February 4December 15, 2014 to 2023 (the “Preliminary Offering Memorandum”), and supplements and supersedes the information in the Preliminary Offering Memorandum dated February 4to the extent supplementary to or inconsistent with the information in the Preliminary Offering Memorandum. In all other respects, 2014 of Netflix, Inc. (the “Company”) This this pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this pricing term sheet supplements Memorandum and should be read together with the Preliminary Offering Memorandum and supersedes Memorandum. Terms used but not defined herein shall have the information in the Preliminary Offering Memorandum to the extent inconsistent with the information respective meanings set forth in the Preliminary Offering Memorandum. Other information (including financial information) presented in the Preliminary Offering Memorandum is deemed to have changed to the extent affected by the changes described herein. The notes have not been registered under the Securities Act of 1933, as amendedamended (the “Securities Act”), or the securities laws of any other jurisdiction jurisdiction, and are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. For details about eligible offers, deemed representations and agreements by investors and transfer restrictions, see “Transfer restrictions” in the Preliminary Offering Memorandum. Issuer: Kinetik Holdings LP Securities Title: 6.625% Sustainability-Linked Senior Notes due 2028 (the “notes”) The notes offered hereby constitute an additional issuance of, and will form a single series of debt securities with, the outstanding $500,000,000 aggregate principal amount of 6.625% Sustainability-Linked Senior Notes due 2028, issued on December 6, 2023. Upon completion of this offering, the aggregate principal amount of 6.625% Sustainability-Linked Senior Notes due 2028 outstanding will be $800,000,000. Principal Amount: $300,000,000 (increased from $200,000,000) Gross Proceeds: $301,500,000 Distribution: 144A and Regulation S (no registration rights) Maturity Date: December 15, 2028 Interest Rate: 6.625% Interest Payment Dates: June 15 and December 15, commencing on June 15, 2024 Record Dates: June 1 and December 1 of each year Interest Rate Step-Up Date (if SPTs have not been satisfied and verified): June 15, 2027 (with the first payment on such stepped-up interest rate due on December 15, 2027) Subsequent SPT Notice Date (if SPT 1 and/or SPT 2 are satisfied and verified subsequent to the Interest Rate Step-Up Date): June 15, 2028 (with the first payment on such interest rate due on December 15, 2028, if applicable) Issue Price: 100.500% plus accrued interest from December 6, 2023 Yield to Worst: 6.479% Ratings:* Ba1/BB+/BB+ Trade Date: December 15, 2023 Settlement Date: December 19, 2023 (T+2) Temporary Regulation S CUSIP/ISIN: X00000XX0 / USU49467AC44 CUSIP Numbers: 144A: 00000XXX0 Reg. S: X00000XX0 (Permanent) ISIN Numbers: 144A: US49461MAB63 Reg. S: USU49467AB60 (Permanent) Denominations: $2,000 and multiples of $1,000 in excess thereof Global Coordinators: Xxxxx Fargo Securities, LLC BofA Securities, Inc. MUFG Securities Americas Inc. PNC Capital Markets LLC TD Securities (USA) LLC Truist Securities, Inc. Optional Redemption: Make-whole call @ T+50 bps prior to December 15, 2025, then: On or after December 15, 2025: A B C D Redemption Price (if (x) all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for all three Sustainability Performance Targets or (y) all Sustainability Performance Targets are satisfied) Redemption Price (if all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for two of three Sustainability Performance Targets) Redemption Price (if all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for one of three Sustainability Performance Targets) Redemption Price (if all Sustainability Performance Targets are not satisfied and no Expected SPT Satisfaction Certificate is delivered) Year Percentage 2025 103.313 % 103.354 % 103.396 % 103.437 % 2026 101.656 % 101.677 % 101.698 % 101.719 % 2027 and thereafter 100.000 % 100.000 % 100.000 % 100.000 % Change of Control: Putable at 101% of principal, plus accrued and unpaid interest; provided that, if it occurs prior to delivery by the Issuer of a Satisfaction Notification on or before the Step-Up Notice Date and an Expected SPT Satisfaction Certificate is not delivered with respect to each SPT, then such purchase price shall be increased by 0.0833% for each SPT not set forth in such Expected SPT Satisfaction Certificate as expected to be satisfied on or before the Step-Up Notice Date * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. This communication is intended for the sole use of the person to whom it is provided by the sender. 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 the notes or the offering. This communication does not constitute an offer to sell or the solicitation of an offer to buy any notes in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Please refer to the Preliminary Offering Memorandum for a complete description. The notes have not been registered under the Securities Act, or any other securities laws, and may not be offered or sold within the United States or any other jurisdiction, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. The initial purchasers are initially offering the notes only (1) to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: NetflixANY LEGENDS, Inc. Guarantees: The notes generally are not required to be guaranteed by any subsidiariesDISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. In the futureSUCH LEGENDS, the notes may be guaranteed on a senior unsecured basis by certain subsidiariesDISCLAIMERS OR OTHER NOTICES HAVE BEEN AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION HAVING BEEN SENT VIA BLOOMBERG OR ANOTHER SYSTEM. Security Description: Senior Unsecured Notes Distribution: 144A/RegS with Contingent Registration Rights Face: $400,000,000 Gross Proceeds: $400,000,000 Coupon: 5.750% Maturity: Xxxxx 0, 0000 Xxxxxxxx Price: 100.000% Yield to Maturity: 5.750% Spread to Treasury: +313 basis points Benchmark: UST 2.750% due November 15, 2023 Interest Pay Dates: March 1 and September 1 Record Dates: February 15 and August 15 Beginning: September 1, 2014 Optional Redemption: Make-whole call at T+50bps prior to maturity Change of Control: Put @ 101% of principal plus accrued interest Trade Date: February 4, 2014 Settlement Date: (T+10) February 19, 2014 The initial purchasers expect that delivery of the notes will be made to investors on or about February 19, 2014, which will be the 10th business day following the date of this offering memorandum (such settlement being referred to as T+10). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than three business days prior to February 19, 2014 will be required, by virtue of the fact that the notes initially settle in T+10, to specify an alternate settlement arrangement to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their deliver date hereunder should consult their advisors. CUSIP: 144A: 64110L AF3 Reg S: U74079 AC5 ISIN: 144A: US64110LAF31 Reg S: USU74079AC59 Denominations: 2,000x1,000 Joint-Lead Bookrunners: Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx & Co.ANNEX C
Appears in 1 contract
Samples: Kinetik Holdings Inc.