Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. 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: Purchase Agreement (Netflix Inc)
Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. 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 domestic subsidiaries. Security Description: Senior Unsecured Notes Distribution: 144A/RegS with Contingent Registration Rights Face: $400,000,000 700,000,000 Gross Proceeds: $400,000,000 700,000,000 Coupon: 5.7505.500% Maturity: Xxxxx 0February 15, 0000 Xxxxxxxx 2022 Offering Price: 100.000% Yield to Maturity: 5.7505.500% Spread to Treasury: +313 +404 basis points Benchmark: UST 2.7502.000% due November February 15, 2023 2022 Interest Pay Dates: March 1 April 15 and September 1 October 15 Record Dates: February 15 April 1 and August 15 October 1 Beginning: September 1October 15, 2014 2015 Optional Redemption: Make-whole call at T+50bps prior to maturity Change of Control: Put @ 101% of principal plus accrued interest Trade Date: February 42, 2014 2015 Settlement Date: (T+10T+3) February 195, 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. 2015 CUSIP: 144A: 64110L AF3 AH9 Reg S: U74079 AC5 AD3 ISIN: 144A: US64110LAF31 US64110LAH96 Reg S: USU74079AC59 USU74079AD33 Denominations: 2,000x1,000 Joint-Lead Bookrunners: Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxxx, Xxxxx & Co.Co. Co-Manager: Xxxxx & Company LLC 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 domestic subsidiaries. Security Description: Senior Unsecured Notes Distribution: 144A/RegS with Contingent Registration Rights Face: $800,000,000 Gross Proceeds: $800,000,000 Coupon: 5.875% Maturity: February 15, 2025 Offering Price: 100% Yield to Maturity: 5.875% Spread to Treasury: +426 basis points Benchmark: UST 7.625% due February 15, 2025 Interest Pay Dates: April 15 and October 15 Record Dates: April 1 and October 1 Beginning: October 15, 2015 Optional Redemption: Make-whole call at T+50bps prior to maturity Change of Control: Put @ 101% of principal plus accrued interest Trade Date: February 2, 2015 Settlement Date: (T+3) February 5, 2015 CUSIP: 144A: 64110L AK2 Reg S: U74079 AE1 ISIN: 144A: US64110LAK26 Reg S: USU74079AE16 Denominations: 2,000x1,000 Joint-Lead Bookrunners: Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxxx, Xxxxx & Co. Co-Manager: Xxxxx & Company LLC In connection with offers and sales of Securities outside the United States:
(a) Each Initial Purchaser acknowledges that the Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act.
(b) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:
(i) Such Initial Purchaser has offered and sold the Securities, and will offer and sell the Securities, (A) as part of their distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date, only in accordance with Regulation S under the Securities Act (“Regulation S”) or Rule 144A or any other available exemption from registration under the Securities Act.
(ii) None of such Initial Purchaser or any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and all such persons have complied and will comply with the offering restrictions requirement of Regulation S.
(iii) At or prior to the confirmation of sale of any Securities sold in reliance on Regulation S, such Initial Purchaser will have sent to each distributor, dealer or other person receiving a selling concession, fee or other remuneration that purchases Securities from it during the distribution compliance period a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities and the date of original issuance of the Securities, except in accordance with Regulation S or Rule 144A or any other available exemption from registration under the Securities Act. Terms used above have the meanings given to them by Regulation S.”
(iv) Such Initial Purchaser has not and will not enter into any contractual arrangement with any distributor with respect to the distribution of the Securities, except with its affiliates or with the prior written consent of the Company. Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S.
(c) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:
(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom Financial Services and Markets Xxx 0000 (the “FSMA”)) received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and
(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.
(d) Each Initial Purchaser acknowledges that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of any of the Time of Sale Information, the Offering Memorandum, any Issuer Written Communication or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required.
(e) Each Initial Purchaser severally and not jointly, represents, warrants and agrees that, in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than:
(i) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the initial purchaser; or
(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
1. The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Disclosure Package and the Final Offering Memorandum.
2. The Company is duly qualified as a foreign corporation for the transaction of business and is in good standing in the State of California.
3. The Company has all requisite corporate power to execute and deliver the Purchase Agreement, the Registration Rights Agreements, the Indentures and the Securities and to perform its obligations under the terms of the Purchase Agreement, the Registration Rights Agreements, the Indentures and the Securities.
4. The Purchase Agreement has been duly authorized, executed and delivered by the Company.
5. The Securities have been duly authorized by the Company and, when executed by the Company and authenticated by the applicable Trustee in the manner provided for in the applicable Indenture and issued and delivered to the Initial Purchasers against payment of the purchase price therefor specified in the Purchase Agreement in accordance with the terms of the Purchase Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and will be entitled to the benefits of the applicable Indenture.
6. Each of the Registration Rights Agreements and the Indentures has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its respective terms.
7. The issuance and sale of the Securities and the execution, delivery and performance by the Company of its obligations under the Purchase Agreement, the Registration Rights Agreements, the Indentures and the Securities and the consummation of the transactions therein contemplated do not (i) violate the Certificate of Incorporation or the Bylaws, (ii) violate any U.S. federal or New York or California state law, rule or regulation that in our experience is normally applicable to general business corporations in relation to transactions of the type contemplated by the Purchase Agreement or the DGCL, (iii) violate any order or judgment known to us of any U.S. federal or New York or California state court or governmental agency or body having jurisdiction over the Company or any of its properties or any Delaware state court or governmental agency or body pursuant to the DGCL or (iv) violate or constitute a default under any Reviewed Agreement.
8. No consent, approval, authorization, order, registration or qualification of or with any U.S. federal or New York or California state court or governmental agency or body that in our experience is normally applicable to general business corporations in relation to transactions of the type contemplated by the Purchase Agreement or any Delaware state court or governmental agency or body pursuant to the DGCL is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Purchase Agreement, the Registration Rights Agreements or the Indentures, except (i) as may be expressly contemplated by the Purchase Agreement, the Registration Rights Agreements, the Indentures or the Securities and (ii) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Initial Purchasers (as to which we express no opinion).
9. The statements set forth in the Disclosure Package and the Final Offering Memorandum under the captions “Description of Notes” and “Exchange Offer; Registration Rights,” insofar as such statements purport to constitute summaries of the legal matters, documents or proceedings referred to therein, accurately summarize in all material respects the matters referred to therein.
10. The Company is not, and upon the issuance of the Securities and the application of the net proceeds therefrom, will not be, required to register as an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.
11. No registration of the Securities under the Act and no qualification of an indenture under the Trust Indenture Act with respect thereto, is required for the offer, sale and delivery of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the initial resale of the Securities by the Initial Purchasers in the manner contemplated by the Purchase Agreement and the Final Offering Memorandum (it being understood that no opinion is expressed as to any subsequent resale of the Securities).
12. The statements set forth in the Disclosure Package and the Final Offering Memorandum under the caption “Certain U.S. Federal Income Tax Considerations,” insofar as they purport to summarize matters of United States federal income tax laws or legal conclusions with respect thereto, accurately summarize in all material respects the matters referred to therein. _________________________ We have participated in conferences with certain officers and other representatives of the Company, representatives of the Initial Purchasers, counsel for the Initial Purchasers and representatives of the current independent certified public accountants of the Company at which the contents of the Disclosure Package, the Final Offering Memorandum and related matters were reviewed and discussed and, although we do not assume any responsibility for the accuracy, completeness or fairness of the Disclosure Package or the Final Offering Memorandum (except to the extent of our statements in paragraphs 9 and 12 above), and we have made no independent check or verification thereof, no facts have come to our attention in the course of such review and discussions that have caused us to believe that:
(i) the Disclosure Package, as of 4:39 p.m.. New York time on February 2, 2015 (the “Applicable Time”), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that we are not called upon to and do not comment on the financial statements and the notes thereto and financial statement schedules and other financial data derived from such financial statements or schedules included therein or omitted therefrom); or
(ii) the Final Offering Memorandum, as of its date or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we are not called upon to and do not comment on the financial statements and the notes thereto and financial statement schedules and other financial data derived from such financial statements or schedules included therein or omitted therefrom).
Appears in 1 contract
Samples: Purchase Agreement (Netflix Inc)
Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. 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 w/ reg rights Face: $400,000,000 150,000,000 Gross Proceeds: $400,000,000 150,000,000 Coupon: 5.75010.875% Maturity: Xxxxx 0April 15, 0000 Xxxxxxxx 2014 Offering Price: 100.000100.00% Yield to Maturitymaturity: 5.75010.875% Spread to Treasury: +313 basis points +607bps Benchmark: UST 2.7504.75% due November 15, 2023 5/14 Ratings: B2/B Interest Pay Dates: March 1 and September 1 Record Dates: February Payment Dates April 15 and August October 15 Beginning: September 1October 15, 2014 Optional 2006 Clawback: Up to 35% at 110.875% Until: April 15,2009 Mandatory Redemption: Make-whole call at T+50bps prior to maturity See below April 15,2010 105.438 % April 15,2011 102.719 % April 15, 2012 and thereafter 100.000 % Change of Control: Put @ 101% of principal plus accrued interest Trade Date: February 4March 29, 2014 2006 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. April 12,2006 CUSIP: 144A: 64110L AF3 000000XX0 Reg S: U74079 AC5 ISINX00000XX0 USU69590AA28 Bookrunner: 144AJPMorgan 85.00 % Co-Managers: US64110LAF31 Reg Jefferies 15.00 % Gross Spread: 2.500% Comment: In the event that the acquisition does not close on the Settlement Date, the proceeds of the Notes will be deposited in escrow. The Notes will be subject to mandatory special redemption on 2 business days notice following the earlier of termination of the acquisition agreement and May 8,2006 at a redemption price equal to 100%, plus accrued interest to, but not including, the date of redemption. In connection with offers and sales of Securities outside the United States:
(a) Each Initial Purchaser acknowledges that the Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act.
(b) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:
(i) Such Initial Purchaser has offered and sold the Securities, and will offer and sell the Securities, (A) as part of their distribution at any time and (8) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date, only in accordance with Regulation S under the Securities Act (“Regulation S”) or Rule 144A or any other available exemption from registration under the Securities Act.
(ii) None of such Initial Purchaser or any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and all such persons have complied and will comply with the offering restrictions requirement of Regulation S.
(iii) At or prior to the confirmation of sale of any Securities sold in reliance on Regulation S, such Initial Purchaser will have sent to each distributor, dealer or other person receiving a selling concession, fee or other remuneration that purchase Securities from it during the distribution compliance period a confirmation or notice to substantially the following effect: USU74079AC59 Denominations: 2,000x1,000 Joint-Lead Bookrunners: Xxxxxx Xxxxxxx Xxxxxxx“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities and the date of original issuance of the Securities, except in accordance with Regulation S or Rule 144A or any other available exemption from registration under the Securities Act. Terms used above have the meanings given to them by Regulation S.”
(iv) Such Initial Purchaser has not and will not enter into any contractual arrangement with any distributor with respect to the distribution of the Securities, except with its affiliates or with the prior written consent of the Issuers. Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S.
(c) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:
(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom Financial Services and Markets Xxx 0000 (the “FSMA”)) received by it in connection with the issue or sale of any Securities in circumstances in which Section 21 (1) of the FSMA does not apply to the Issuers, Parent or the Subsidiary Guarantors; and
(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.
(d) Each Initial Purchaser acknowledges that no action has been or will be taken by the Issuers that would permit a public offering of the Securities, or possession or distribution of any of the Time of Sale Information, the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required. Subject to the assumptions, qualifications and limitations (which may include customary assumptions relating to jurisdictions in which Xxxxxxxx & Xxxxx & Co.LLP is not admitted for Wet “N Wild Nevada Inc. with respect to authorization, execution and delivery) which are identified in this letter, we are of the opinion that:
1. Each of Parent, Funding and Finance has been duly incorporated and is a corporation existing and in good standing under the General Corporation Law of the State of Delaware, and has full corporate power and authority to conduct its business as described in the Time of Sale Information and the Offering Memorandum.
2. Each of the Delaware Guarantors is a corporation existing and in good standing under the General Corporation Law of the State of Delaware, and has full corporate power and authority to conduct its business as described in the Time of Sale Information and the Offering Memorandum.
3. Each of Festival, Palace Management Company LLC and Bullwinkle’s Family Fun Center Holdings LLC is a limited liability company existing and in good standing under the Limited Liability Company Act of the State of Delaware, and has full limited liability company power and authority to conduct its business as described in the Time of Sale Information and the Offering Memorandum.
4. Splish Splash at Adventureland Inc. is a corporation existing and in good standing under the law of the State of New York, and has full corporate power and authority to conduct its business as described in the Time of Sale Information and the Offering Memorandum.
5. Raging Waters Group Inc. is a corporation existing and in good standing under the General Corporation Law of the State of California, and has full corporate power and authority to conduct its business as described in the Time of Sale Information and the Offering Memorandum.
6. The Issuers, Parent and each of the Subsidiary Guarantors (except that we express no opinion with respect to Wet “N Wild Nevada Inc.) have full right, power and authority to execute and deliver each of the Transaction Documents to which each is a party and to perform their respective obligations thereunder; and (except with respect to Wet ‘N Wild Nevada Inc.) all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.
7. The Indenture has been duly authorized, executed and delivered by the Issuers, Parent and each of the Subsidiary Guarantors, and assuming due authorization, execution and delivery of the Indenture by the Trustee, the Indenture constitutes a valid and binding obligation of the Issuers, Parent and each of the Subsidiary Guarantors, respectively, and will be enforceable against the Issuers, Parent and the Subsidiary Guarantors, respectively, in accordance with its terms, and the Indenture conforms in all material respects with the requirements of the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
8. The Notes have been duly authorized, executed and delivered by the Issuers, and when the Notes are duly authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, the Notes will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, and will be entitled to the benefits of the Indenture, and the Notes will constitute “Securities” under the terms of the Indenture.
9. The Guarantees have been duly authorized by Parent and each of the Subsidiary Guarantors and, when the Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, the Guarantees will constitute valid and binding obligations of Parent and the Subsidiary Guarantors, enforceable against Parent and the Subsidiary Guarantors in accordance with their terms, and will be entitled to the benefits of the Indenture.
10. The Exchange Securities (including the related guarantees) have been duly authorized by the Issuers, Parent and each of the Subsidiary Guarantors, and when the notes to be issued in exchange for the Notes (the “Exchange Notes”) are issued by the Issuers as contemplated by the Registration Rights Agreement and the Indenture, duly authenticated by the Trustee in accordance with the provisions of the Indenture and the Exchange Notes and guarantees to be issued in exchange for the Guarantees (the “Exchange Guarantees”) are delivered in accordance with the terms of the Registration Rights Agreement and the Indenture, (i) the Exchange Notes and the Exchange Guarantees will constitute valid and binding obligations of the Issuers, Parent and the Subsidiary Guarantors, respectively, and will be enforceable against the Issuers, Parent and the Subsidiary Guarantors, respectively, in accordance with their terms, and will be entitled to the benefits of the Indenture, and (ii) the Exchange Notes will constitute “Securities” under the terms of the Indenture.
11. The Registration Rights Agreement has been duly authorized, executed and delivered by the Issuers, Parent and each of the Subsidiary Guarantors and, assuming due authorization, execution and delivery of the Registration Rights Agreement by the Initial Purchasers, the Registration Rights Agreement constitutes a valid and legally binding obligation of the Issuers, Parent and each of the Subsidiary Guarantors and is enforceable in accordance with its terms (other than performance of obligations under the indemnification provisions of the Registration Rights Agreement, as to which no opinion is rendered).
12. The Purchase Agreement has been duly authorized, executed and delivered by the Issuers, Parent and the Subsidiary Guarantors.
13. The information in the Time of Sale Information and the Offering Memorandum under the headings “Description of notes,” “Exchange offer; registration rights,” “Transfer restrictions,” to the extent that they summarize laws, governmental rules or regulations or documents is correct in all material respects.
14. The statements in the Time of Sale Information and the Offering Memorandum under the caption “Material U.S. federal income tax considerations,” insofar as such statements constitute matters of law, summaries of legal matters, or summaries of the documents referred to therein, fairly present and summarize, in all material respects, the matters set forth therein.
Appears in 1 contract
Samples: Purchase Agreement (Palace Entertainment Holdings, Inc.)
Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. This pricing term sheet is qualified Issuer: Energizer Holdings, Inc. Size: $600,000,000 Guarantee: The notes will be guaranteed by existing and future subsidiaries that are guarantors under any of the Company’s credit agreements or other indebtedness for borrowed money. Maturity: May 19, 2021 Price to Public: 99.992% Coupon (Interest Rate): 4.700% Yield to Maturity: 4.701% Spread to Benchmark Treasury: T+155bps Benchmark Treasury: UST 3.125% due May 15, 2021 Benchmark Treasury Price and Yield: 99-25 / 3.151% Interest Payment Dates: May 19 and November 19, commencing on November 19, 2011 Optional Redemption: Greater of par and make-whole at the Treasury Rate (as defined in its entirety by reference to the Preliminary Offering MemorandumMemorandum dated May 16, 2011) plus 25 basis points, plus, in either case, accrued interest to the date of redemption. Trade Date: May 16, 2011 Settlement Date: May 19, 2011 (T+3) 144A CUSIP: 29266R AA6 144A ISIN: US29266RAA68 REG S CUSIP: U2918Q AA4 REG S ISIN: USU2918QAA41 Joint Book-Running Managers: Xxxxxxx, Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC Co-Managers Mitsubishi UFJ Securities (USA), Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. This communication is confidential and is for your information only and is not intended to be used by anyone other than you. The information in this pricing term sheet supplements communication does not purport to be a complete description of these securities or the Preliminary Offering Memorandum offering. For a complete description, please refer to the offering memorandum for the offering. The notes have not been and supersedes will not be registered under the information Securities Act of 1933 and are being offered and sold in the Preliminary Offering Memorandum United States only to qualified institutional buyers in reliance on the extent inconsistent Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The notes are not transferable except in accordance with the information restrictions described under “Transfer restrictions” in the Preliminary Offering Memorandum. Other information This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You may obtain a copy of the offering memorandum for the offering if you request it by contacting Xxxxxxx, Sachs & Co. at 0-000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 1-800-294-1322, and X.X. Xxxxxx Securities LLC collect at 0-000-000-0000. In connection with offers and sales of Securities outside the United States:
(including financial informationa) presented in Each Initial Purchaser acknowledges that the Preliminary Offering Memorandum is deemed to have changed to the extent affected by the changes described herein. The notes Securities have not been registered under the Securities Act of 1933, as amended, and may not be offered 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 sold within the United States to non-or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in compliance transactions not subject to, the registration requirements of the Securities Act.
(b) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:
(i) Such Initial Purchaser has offered and sold the Securities, and will offer and sell the Securities, (A) as part of their distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date, only in accordance with Regulation S under the Securities Act (“Regulation S”) or Rule 144A or any other available exemption from registration under the Securities Act. Issuer: Netflix.
(ii) None of such Initial Purchaser or any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, Inc. Guarantees: The notes generally are not required to be guaranteed by any subsidiaries. In and all such persons have complied and will comply with 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 offering restrictions requirement of Regulation S.
(iii) At or prior to maturity Change the confirmation of Controlsale of any Securities sold in reliance on Regulation S, such Initial Purchaser will have sent to each distributor, dealer or other person receiving a selling concession, fee or other remuneration that purchase Securities from it during the distribution compliance period a confirmation or notice to substantially the following effect: Put @ 101% “The Securities covered hereby have not been registered under the U.S. Securities Act of principal plus accrued interest Trade Date: February 41933, 2014 Settlement Date: as amended (T+10the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) February 19, 2014 The initial purchasers expect that delivery as part of their distribution at any time or (ii) otherwise until 40 days after the later of the notes will be made to investors on or about February 19, 2014, which will be commencement of the 10th business day following offering of the Securities and the date of this offering memorandum (such settlement being referred to as T+10). Under original issuance of the Securities, except in accordance with Regulation S or Rule 15c6-1 144A or any other available exemption from registration under the Securities Exchange Act. Terms used above have the meanings given to them by Regulation S.”
(iv) Such Initial Purchaser has not and will not enter into any contractual arrangement with any distributor with respect to the distribution of the Securities, except with its affiliates or with the prior written consent of the Company. Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S.
(c) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:
(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom Financial Services and Markets Act of 19342000 (the “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the issuer or the guarantors; and
(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.
(d) Each Initial Purchaser acknowledges that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of any of the Time of Sale Information, the Offering Memorandum, any Issuer Written Communication or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required. (-) Based solely on recently dated good standing certificates from the Secretary of State of the applicable jurisdictions, each of the Company and the Guarantors is validly existing as a corporation or limited liability company, as amendedapplicable, trades in good standing under 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 laws of the fact that the notes initially settle in T+10, to specify an alternate settlement arrangement to prevent a failed settlement. Purchasers its respective jurisdiction 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.incorporation or formation.
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