Common use of Additional Time of Sale Information Clause in Contracts

Additional Time of Sale Information. 1. Term sheet containing the terms of the securities, substantially in the form of Annex B. ANNEX B FESTIVAL FUN PARKS, LLC PALACE FINANCE, INC. Pricing Term Sheet Issuers: Initially issued by Palace Funding, Inc. Festival Fun Parks, LLC Palace Finance, Inc Security Description: Senior Notes Distribution: 144A/RegS w/ reg rights Face: $150,000,000 Gross Proceeds: $150,000,000 Coupon: 10.875% Maturity: April 15, 2014 Offering Price: 100.00% Yield to maturity: 10.875% Spread to Treasury: +607bps Benchmark: UST 4.75% 5/14 Ratings: B2/B Interest Payment Dates April 15 and October 15 Beginning: October 15, 2006 Clawback: Up to 35% at 110.875% Until: April 15,2009 Mandatory Redemption: See below Optional Redemption: On or after: Price: 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: March 29, 2006 Settlement Date: April 12,2006 (T+10) CUSIP: 144A: 000000XX0 Reg S: X00000XX0 USU69590AA28 Bookrunner: JPMorgan 85.00 % Co-Managers: 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. ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States:

Appears in 1 contract

Samples: Purchase Agreement (Palace Entertainment Holdings, Inc.)

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Additional Time of Sale Information. 1. Term sheet containing the terms of the securitiesSecurities, substantially in the form of Annex B. B hereto. ANNEX B FESTIVAL FUN PARKSFree Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-184382 Supplementing the Preliminary Prospectus Supplement dated August 11, LLC PALACE FINANCE2015 (to Prospectus dated October 11, INC. 2012) AIR LEASE CORPORATION $500,000,000 2.625% Senior Notes due 2018 Pricing Term Sheet IssuersDate: Initially issued by Palace FundingAugust 11, Inc. Festival Fun Parks, LLC Palace Finance, Inc 2015 Issuer: Air Lease Corporation Security Description: 2.625% Senior Notes Distribution: 144A/RegS w/ reg rights Facedue 2018 Principal Amount: $150,000,000 Gross Proceeds500,000,000 Net Proceeds (before expenses): $495,250,000 Maturity Date: $150,000,000 September 4, 2018 Coupon: 10.8752.625% Issue Price: 99.550% of face amount Yield to Maturity: April 15, 2014 Offering Price2.797% Benchmark Treasury Spot / Yield: 100.00% Yield to maturity: 10.87590-203/4 / 0.997% Spread to Benchmark Treasury: +607bps Benchmark+180 basis points Benchmark Treasury: UST 4.750.875% 5/14 Ratings: B2/B due July 15, 2018 Interest Payment Dates April 15 Dates: March 4 and October 15 Beginning: October 15September 4, 2006 Clawback: Up to 35% at 110.875% Until: April 15,2009 Mandatory Redemption: See below commencing March 4, 2016 (long first coupon) Optional Redemption: On or after: Price: April 15,2010 105.438 % April 15,2011 102.719 % April 15, 2012 and thereafter 100.000 % Make-whole call at T+30 basis points. Change of ControlControl Repurchase Event: Put @ Puttable at 101% of principal plus accrued interest and unpaid interest, if any, to the date of purchase. Use of Proceeds: We currently intend to use the net proceeds of this offering for general corporate purposes, which may include, among other things, the purchase of commercial aircraft and the repayment of existing indebtedness. Affiliates of the underwriters may receive a portion of the net proceeds to the extent we use the net proceeds to repay indebtedness under which certain of the underwriters or their affiliates are lenders. Pending any specific application, we may temporarily invest funds in short-term investments, including marketable securities. Trade Date: March 29August 11, 2006 2015 Settlement Date: April 12,2006 (T+10) T+5; August 18, 2015 CUSIP: 144A00000XXX0 ISIN: 000000XX0 Reg SUS00912XAR52 Denominations/Multiples: X00000XX0 USU69590AA28 Bookrunner: JPMorgan 85.00 % Co$2,000 x $1,000 Annex B-1 Joint Book-Running Managers: Jefferies 15.00 % Gross Spread: 2.500% Comment: In X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Mizuho Securities USA Inc. Xxxxx Fargo Securities, LLC BMO Capital Markets Corp. BNP Paribas Securities Corp. Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC Fifth Third Securities, Inc. Lloyds Securities Inc. Mitsubishi UFJ Securities (USA), Inc. Natixis Securities Americas LLC RBC Capital Markets, LLC Santander Investment Securities Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. The issuer has filed a registration statement including a prospectus and a prospectus supplement with the event SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the acquisition does not close issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting XXXXX on the Settlement DateSEC Web site at xxx.xxx.xxx. Alternatively, the proceeds issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by contacting: (i) X.X. Xxxxxx Securities LLC at 000 Xxxxxxx Xxx., Xxx Xxxx, Xxx Xxxx 00000 or by calling collect at 0 (000) 000-0000; (ii) Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, 000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Prospectus Department, or by calling 0 (000) 000-0000; (iii) Mizuho Securities USA Inc., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or by calling 0 (000) 000-0000; or (iv) Xxxxx Fargo Securities, LLC, 000 0xx Xxxxxx, Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: WFS Customer Service, or by calling 0 (000) 000-0000. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result 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. ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States:this communication being sent by Bloomberg or another email system.

Appears in 1 contract

Samples: Underwriting Agreement (Air Lease Corp)

Additional Time of Sale Information. 1. Term sheet containing the terms of the securities, substantially in the form of Annex B. ANNEX B FESTIVAL FUN PARKSPricing Supplement dated August 12, LLC PALACE FINANCE2009 to Preliminary Offering Memorandum dated August 12, INC. Pricing Term Sheet Issuers: Initially issued by Palace Funding2009 of Xxxxxxxx Offshore Services, Inc. Festival Fun ParksThis Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this Pricing Supplement 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. The notes have not been registered under the Securities Act of 1933, LLC Palace Financeas amended, Inc 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: Xxxxxxxx Offshore Services, Inc. Security Description: Senior Notes Distribution: 144A/RegS w/ reg rights with Registration Rights Face: $150,000,000 250,000,000 Gross Proceeds: $150,000,000 242,807,500 Coupon: 10.8758% Maturity: April 15September 1, 2014 2017 Offering Price: 100.0097.123% Yield to maturityMaturity: 10.8758.5% Spread to Treasury: +607bps +498 basis points Benchmark: UST 4.75% 5/14 due 8/15/2017 Ratings: B2Ba3/B BB- Interest Payment Dates April 15 Pay Dates: September 1 and October 15 March 1 Beginning: October 15March 1, 2006 2010 Equity Clawback: Up to 35% at 110.875108% Until: April 15,2009 Mandatory RedemptionSeptember 1, 2012 Optional redemption: See below Optional RedemptionMake-whole call at T+50bps until September 1, 2013, then: On or after: Price: April 15,2010 105.438 September 1, 2013 104.000 % April 15,2011 102.719 September 1, 2014 102.000 % April 15September 1, 2012 2015 and thereafter 100.000 % Change of Controlcontrol: Put @ 101% of principal plus accrued interest Trade Date: March 29August 12, 2006 2009 Settlement Date: April 12,2006 (T+10T+3 ) August 17, 2009 CUSIP: 144A: 000000XX0 Reg S: X00000XX0 USU69590AA28 BookrunnerISIN: JPMorgan 85.00 % 144A: US440543AF39 Reg S: USU44070AC10 Denominations: 2,000x1,000 Bookrunners: X.X. Xxxxxx Xxxxx Fargo Securities Xxxxxxxxx & Company Xxxxxxx, Sachs & Co. Co-Managers: Jefferies 15.00 % Gross SpreadCapital One Southcoast Comerica Securities DnB NOR Markets Fortis Securities LLC Use of Proceeds The following disclosure under “Use of proceeds” on page 27 and each other location where it appears in the preliminary offering memorandum is amended to read as follows: 2.500% Comment: In the event We estimate that the acquisition does not close on the Settlement Date, the we will receive net proceeds of approximately $237.3 million from the Notes sale of notes in this offering, after deducting initial purchaser discounts and fees and expenses of the offering. We intend to use the net proceeds of this offering to repay debt under our revolving credit facility, which may be reborrowed. Any remaining net proceeds will be deposited used for general corporate purposes, which may include retirement of other debt. Capitalization The following numbers in escrow. The Notes will be subject the As adjusted column under “Capitalization” on page 28 and each other location where they appear in the preliminary offering memorandum are amended to mandatory special redemption on 2 business days notice following the earlier read as follows: As of termination of the acquisition agreement June 30, 2009 As adjusted (in thousands) Cash and May 8,2006 at a redemption price equal to 100%, plus accrued interest to, but not including, the date of redemption. ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States:cash equivalents $ 74,062 Revolving credit facility —

Appears in 1 contract

Samples: Hornbeck Offshore Services Inc /La

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 FESTIVAL FUN PARKS[Pricing Supplement Follows] February 25, LLC PALACE FINANCE, INC. 2011 Xxxxxxxx Petroleum Corporation Pricing Term Sheet IssuersSupplement Issuer: Initially issued by Palace Funding, Inc. Festival Fun Parks, LLC Palace Finance, Inc Xxxxxxxx Petroleum Corporation Security Descriptiondescription: Senior Notes notes due 2019 Distribution: 144A/RegS w/ reg rights Facewith Registration Rights Size: $150,000,000 275,000,000 Gross Proceedsproceeds: $150,000,000 275,000,000 Net proceeds to Issuer (before expenses): $268,812,500 Maturity: March 15, 2019 Coupon: 10.8758.875% Maturity: April 15, 2014 Offering Price: 100.00100% of face amount Yield to maturity: 10.8758.875% Spread to Benchmark Treasury: +607bps Benchmark+603 bps Benchmark Treasury: UST 4.752.75% 5/14 Ratings: B2/B due February 15, 2019 Interest Payment Dates April Dates: March 15 and October 15 Beginning: October September 15, 2006 commencing September 15, 2011 Clawback: Up to 35% at 110.875108.875% Until: April 15,2009 Mandatory March 15, 2014 Optional Redemption: See below Optional RedemptionMake-whole call @ T+50bps prior to March 15, 2015, then: On or after: Price: April 15,2010 105.438 % April 15,2011 102.719 % April March 15, 2012 2015 104.438% March 15, 2016 102.219% March 15, 2017 and thereafter 100.000 100.000% Change of Controlcontrol: Put @ Putable at 101% of principal plus accrued interest Trade Datedate: February 25, 2011 Settlement: (T+3); March 292, 2006 Settlement Date: April 12,2006 (T+10) 2011 CUSIP: 144A: 000000XX0 Reg SRegS: X00000XX0 USU69590AA28 BookrunnerISIN: JPMorgan 85.00 % 144A: US382410AD01 RegS: USU38254AA38 Denominations/Multiple: 2,000 x 1,000 Ratings: [Intentionally Omitted] Joint book-running managers: X.X. Xxxxxx Xxxxxxxxx BMO Capital Markets BNP Paribas RBC Capital Markets Xxxxx Fargo Securities BofA Xxxxxxx Xxxxx Co-Managersmanagers: 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. BBVA Securities Xxxxxx Xxxxxxx ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States:

Appears in 1 contract

Samples: Goodrich Petroleum Corp

Additional Time of Sale Information. 1. Term sheet containing the terms of the securities, substantially in the form of Annex B. ANNEX B FESTIVAL FUN PARKS, LLC PALACE FINANCE, INC. Pricing Term Sheet IssuersPricing Term Sheet Issuer: Initially issued by Palace Funding, Inc. Festival Fun Parks, LLC Palace Finance, Inc Edgen Xxxxxx Corporation Security Descriptiondescription: Senior Secured Notes Distribution: 144A/RegS w/ reg rights FaceReg S with Registration Rights Size: $150,000,000 465,000,000 Offering price: 99.059% Gross Proceedsproceeds: $150,000,000 460,624,350 Maturity: January 15, 2015 Coupon: 10.875% Maturity: April 15, 2014 Offering Price: 100.0012.250% Yield to maturity: 10.87512.500% Spread to Treasury: +607bps +1014 bps Benchmark: UST 4.754% 5/14 Ratings: B2/B due. 2/15/2015 Interest Payment Dates April Dates: January 15 and October 15 Beginning: October July 15, 2006 commencing July 15, 2010 Clawback: Up to 35% at 110.875112.25% plus accrued and unpaid interest Until: April 15,2009 Mandatory RedemptionJanuary 15, 2013 Optional redemption: See below Optional RedemptionMake-whole call @ T+50 bps prior to January 15, 2013, then: On or after: Price: April 15,2010 105.438 % April 15,2011 102.719 % April January 15, 2012 2013 106.125% January 15, 2014 and thereafter 100.000 100.000% Change of Controlcontrol: Put @ Putable at 101% of principal plus accrued and unpaid interest Trade Datedate: March 29December 16, 2006 Settlement Date2009 Settlement: April 12,2006 (T+10) T+5; December 23, 2009 CUSIP: 144A: 000000XX0 Reg REG S: X00000XX0 USU69590AA28 BookrunnerX0000XXX0 ISIN: JPMorgan 85.00 % 144A: US280148AA58 REG S: USU2781 UAA98 Denominations/Multiple: 2,000 × 1,000 Ratings: Caa1/B Bookrunners: X.X. Xxxxxx Securities Inc. Xxxxxxxxx & Company, Inc. Co-ManagersManagers Barclays Capital Inc. HSBC Securities (USA) Inc. Gross spread: Jefferies 15.00 2.250% Gross SpreadUse of proceeds: 2.500The Company intends to use all of the net proceeds to us from the offering, together with available cash, for the repayment in full of its first and second lien term loans. The Company intends to make intercompany loans to one or more of its non-U.S. subsidiaries to facilitate the repayment of their portion of the first and second lien term loans. Additional comments: The summary historical financial data included in the preliminary offering memorandum dated December 9, 2009 is amended by the inclusion of the following information relating to revenue and Adjusted EBITDA for each of the three-month periods ended March 31, June 30, September 30 and December 31 of 2008, March 31, June 30 and September 30 of 2009, and each of the last twelve-month periods ended March 31, June 30, September 30 and December 31 of 2008, and March 31, June 30 and September 30 of 2009. (in millions) Q1’08 Q2’08 Q3’08 Q4’08 Q1’09 Q2’09 Q3’09 Revenue $ 258 $ 309 $ 333 $ 365 $ 235 $ 219 $ 149 Adjusted EBITDA $ 29 $ 43 $ 56 $ 57 $ 33 $ 24 $ 12 LTM Revenue $ 981 $ 1,079 $ 1,162 $ 1,266 $ 1,242 $ 1,152 $ 968 LTM Adjusted EBITDA $ 115 $ 128 $ 156 $ 185 $ 189 $ 170 $ 127 The optional redemption provisions in the “Description of notes” section and elsewhere in the preliminary offering memorandum will be amended by deleting all references to the ability of the Company to redeem up to 10% Comment: In the event that the acquisition does not close on the Settlement Date, the proceeds of aggregate principal amount 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 repurchase price equal to 100%, plus accrued interest to, but not including, the date 103% of redemptiontheir principal amount during any twelve month period. ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States:C

Appears in 1 contract

Samples: Registration Rights Agreement (Edgen Murray II, L.P.)

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Additional Time of Sale Information. 1. Term Pricing term sheet containing the terms of the securitiesSecurities, substantially in the form of Annex B. ANNEX B FESTIVAL FUN PARKS, LLC PALACE FINANCE, INC. Pricing Term Sheet Issuers: Initially issued by Palace FundingSee attached. Filed Pursuant to Rule 433 Registration No. 333-275255 February 27, Inc. Festival Fun Parks, LLC Palace Finance, Inc Security Description: 2024 XXXXX XXXXX FOODS COMPANY Pricing Term Sheet €550,000,000 3.500% Senior Notes due 2029 The information in this pricing term sheet supplements Xxxxx Xxxxx Foods Company’s preliminary prospectus supplement, dated February 27, 2024 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information therein. In all other respects, this term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. You should rely on the information contained or incorporated by reference in the Preliminary Prospectus Supplement, as supplemented by this pricing term sheet, in making an investment decision with respect to the Notes. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement. Issuer: Xxxxx Xxxxx Foods Company Guarantor: The Xxxxx Xxxxx Company Ratings*: *** Distribution: 144A/RegS w/ reg rights FaceSEC Registered Principal Amount: $150,000,000 Gross Proceeds€550,000,000 Trade Date: $150,000,000 February 27, 2024 Settlement Date: March 1, 2024; T+3** Maturity Date: March 15, 2029 Coupon: 10.875% Maturity: April 15, 2014 Offering Price: 100.003.500% Yield to maturityMaturity: 10.8753.565% Spread to TreasuryBenchmark (DBR): 115.900 basis points Benchmark (DBR): 0.250% DBR due February 15, 2029 Benchmark Price / Yield: +607bps Benchmark90.03% / 2.406% 5-YR Mid-Swaps Yield: UST 4.752.816% 5/14 Ratings6-YR Mid-Swaps Yield: B2/B 2.783% Interpolated Mid-Swaps Yield: 2.815% Spread to Mid-Swaps: MS + 75 basis points Interest Payment Dates April Date: March 15 and October 15 Beginningannually First Interest Payment Date: October March 15, 2006 Clawback2024 Day Count Convention: Up Actual/Actual (ICMA) Price to 35Public: 99.707% at 110.875% Until: April 15,2009 Mandatory Redemption: See below of principal amount Optional Redemption: On or after: Price: April 15,2010 105.438 % April 15,2011 102.719 % April At any time prior to December 15, 2012 and thereafter 100.000 % Change 2028 (the date that is three months prior to the maturity of Control: Put @ 101% of principal plus accrued interest Trade Date: March 29the Notes) (the “par call date”), 2006 Settlement Date: April 12,2006 (T+10) CUSIP: 144A: 000000XX0 Reg S: X00000XX0 USU69590AA28 Bookrunner: JPMorgan 85.00 % Co-Managers: 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 redeemable in escrowwhole at any time or in part from time to time, at the Issuer’s option, at a redemption price equal to the greater of: • 100% of the principal amount of the Notes to be redeemed; and • the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on the par call date (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 20 basis points, plus, in either case, accrued and unpaid interest, if any, on the principal amount being redeemed to, but excluding, the date of redemption. The In addition, on or after the par call date, the Notes will be subject redeemable in whole at any time or in part from time to mandatory special redemption on 2 business days notice following time, at the earlier of termination of the acquisition agreement and May 8,2006 Issuer’s option, at a redemption price equal to 100%% of the principal amount of the Notes to be redeemed, plus accrued interest and unpaid interest, if any, on the principal amount being redeemed to, but not includingexcluding, the date of redemption. ANNEX C Restrictions on Offers and Sales Outside The Issuer may redeem all but not part of the Notes if, at any time, as a result of certain United States In connection tax law changes, the Issuer would be required to pay additional amounts on the Notes (as described below), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, together with offers accrued and sales unpaid interest on thereon to, but excluding, the date fixed for redemption, and any such additional amounts owed with respect thereto. Notice of Securities outside any such optional redemption described above will be delivered to each holder of the United States:Notes to be redeemed at least 10, but not more than 60, days prior to the applicable redemption date.

Appears in 1 contract

Samples: Kraft Heinz Foods Co

Additional Time of Sale Information. 1. Term sheet containing the terms of the securitiesSecurities, substantially in the form of Annex B. ANNEX B FESTIVAL FUN PARKS, LLC PALACE FINANCE, INC[See Attached] Filed Pursuant to Rule 433 Registration Statement No. 333-185558 Pricing Term Sheet IssuersDelphi Corporation Pricing Term Sheet Issuer: Initially issued by Palace Funding, Inc. Festival Fun Parks, LLC Palace Finance, Inc Security Description: Senior Notes Distribution: 144A/RegS w/ reg rights FaceDelphi Corporation Size: $150,000,000 Gross Proceeds800,000,000 Maturity: $150,000,000 February 15, 2023 Coupon: 10.8755.00% Maturity: April 15, 2014 Offering Price: 100.00100% of face amount Yield to maturity: 10.8755.00% Spread to Benchmark Treasury: +607bps Benchmark305 bps Benchmark Treasury: UST 4.751.625% 5/14 Ratings: B2/B due November 15, 2022 Interest Payment Dates April Dates: February 15 and October 15 Beginning: October August 15, 2006 Clawbackcommencing August 15, 2013 Redemption Provisions: Up First call date: February 15, 2018 Make-whole call Before the first call date at a discount rate of Treasury plus 50 basis points Redemption prices: Commencing February 15, 2018: 102.500% Commencing February 15, 2019: 101.667% Commencing February 15, 2020: -100.833% Commencing February 15, 2021: 100% Redemption with proceeds of equity offering Prior to February 15, 2016, up to 35% may be redeemed at 110.875105.000% UntilGross Proceeds $800,000,000 Underwriting Discount 1.300% per note, $10,400,000 in the aggregate Net Proceeds before expenses $789,600,000 Settlement: April 15,2009 Mandatory Redemption: See below Optional Redemption: On or after: Price: April 15,2010 105.438 % April 15,2011 102.719 % April 15T+3; February 14, 2012 and thereafter 100.000 % Change of Control: Put @ 101% of principal plus accrued interest Trade Date: March 29, 2006 Settlement Date: April 12,2006 (T+10) 2013 CUSIP: 144A247126 AH8 ISIN: 000000XX0 Reg S: X00000XX0 USU69590AA28 Bookrunner: JPMorgan 85.00 % Co-Managers: Jefferies 15.00 % Gross Spread: 2.500% Comment: In US247126AH80 Minimum denomination $2,000 and integral multiples of $1,000 in excess thereof The issuer has filed a registration statement (including a prospectus) with the event SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the acquisition does not close issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the Settlement DateSEC Web site at xxx.xxx.xxx. Alternatively, the proceeds issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling X.X. Xxxxxx toll-free at (000) 000-0000. Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result 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 redemptionthis communication being sent via Bloomberg email or another communication system. ANNEX C Restrictions on Offers Form of Opinion of Counsel for the Issuer and Sales Outside the United States In connection with offers and sales of Securities outside the United States:Guarantors

Appears in 1 contract

Samples: Delphi Automotive PLC

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