Changes to Preliminary Prospectus Supplement Sample Clauses

Changes to Preliminary Prospectus Supplement. In addition to the foregoing pricing information, the preliminary prospectus supplement is hereby revised to reflect the following: The Issuer has upsized the aggregate principal amount of the offering of the notes to $1,500,000,000. The additional net proceeds will be used to fund the purchase of the tender offer notes in the tender offers. As a result of the upsize, the “As adjusted” numbers in the table under the heading “Capitalization” are amended to assume that 3.55% Senior Notes due 2022, 3.875% Senior Notes due 2023 and 4.55% Senior Notes due 2024 will be accepted for payment in the tender offers for aggregate principal amounts of $403 million, $961 million and $80 million, respectively, and such tender offer notes are tendered at or prior to the early tender offer deadline and are purchased at a price of $1,032.50, $1,040.00 and $1,050.00, respectively, per $1,000 principal amount of tender offer notes. Additional conforming changes are hereby made to the preliminary prospectus supplement to reflect the amendments described herein. Filed pursuant to Rule 433 Free Writing Prospectus dated July 13, 2020 Registration Statement No. 333-226675 FREEPORT-MCMORAN INC. Pricing Term Sheet – July 13, 2020 $850,000,000 4.625% Senior Notes due 2030 (the “2030 Notes”) Issuer: Freeport-McMoRan Inc. (the “Issuer”) Guarantor: Freeport-McMoRan Oil & Gas LLC Security Description: Senior Unsecured Notes Distribution: SEC Registered Size: $850,000,000 Issue Price: 100% Maturity: August 1, 2030 Coupon: 4.625% Yield to Maturity: 4.625% Interest Payment Dates: August 1 and February 1 Record Dates: July 15 and January 15 First Interest Payment Date: February 1, 2021 Optional Redemption: Except as described below and in the sections titled “Optional Redemption with Equity Offering Proceeds” and “Make-Whole Redemption”, the 2030 Notes are not redeemable until August 1, 2025. The 2030 Notes may be redeemed by the Issuer in whole or in part, from time to time on or after the applicable dates set forth below, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest on the 2030 Notes to be redeemed to, but not including, the applicable redemption date, if on and after the issue date, redeemed during the twelve-month period beginning on August 1 of the years indicated below: Year Percentage 2025 102.313% 2026 101.542% 2027 100.771% 2028 and thereafter 100.000% Optional Redemption with Equity Offering Proceeds: At any ti...
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Changes to Preliminary Prospectus Supplement. The Issuer has increased the offering size of the notes from $1,000,000,000 aggregate principal amount to $1,250,000,000 aggregate principal amount, and all corresponding references in the Preliminary Prospectus Supplement relating to the aggregate principal amount of the notes offered are hereby updated. * Note: A security rating is not a recommendation to buy, sell or hold securities, it may be revised or withdrawn at any time by the assigning rating organization, and each rating presented should be evaluated independently of any other rating. The Issuer has filed a registration statement (including a prospectus and related preliminary prospectus supplement for the offering) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement, the accompanying prospectus in that registration statement and the other documents the Issuer has filed with the SEC for more complete information about the Issuer and the offering. You may get these documents for free by visiting XXXXX on the SEC’s website at xxxx://xxx.xxx.xxx. Alternatively, the 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 Securities LLC at 0-000-000-0000. This communication should be read in conjunction with the preliminary prospectus supplement and the accompanying prospectus. The information in this communication supersedes the information in the preliminary prospectus supplement and the accompanying prospectus to the extent it is inconsistent with the information in such preliminary prospectus supplement or the accompanying prospectus. 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 THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. SCHEDULE B-3 Electronic investor presentation of the Company made available on August 3, 2020. Exhibit A FORM OF OPINION OF COMPANY’S COUNSEL
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Changes to Preliminary Prospectus Supplement. 1. The Issuer has increased the amount of this offering from $350,000,000 to $399,999,996. 2. NCLC has increased the aggregate principal amount of the Exchangeable Notes offered from $650,000,000 to $750,000,000. 3. NCLC has increased the aggregate principal amount of the Senior Secured Notes offered from $600,000,000 to $675,000,000. *** THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE 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 ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE ISSUER AND THE OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING EXXXX ON THE SEC WEBSITE AT WXX.XXX.XXX. ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU A PROSPECTUS IF YOU REQUEST IT BY CALLING ONE OF THE NUMBERS LISTED BELOW: GXXXXXX SXXXX & CO. LLC BARCLAYS CAPITAL INC. CITIGROUP GLOBAL MARKETS INC. J.X. XXXXXX SECURITIES LLC MIZUHO SECURITIES USA LLC 1-000-000-0000 (TOLL-FREE) 1-000-000-0000 (TOLL-FREE) 1-800-831-9146 (TOLL-FREE) 1-000-000-0000 (COLLECT) 1-866-271-7403 (TOLL-FREE) 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 THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. EXHIBIT A Form of Lock-Up Agreement May [●], 2020 Gxxxxxx Sxxxx & Co. LLC as Representative of the several Initial Purchasers to be named in the within mentioned Purchase Agreement Gxxxxxx Sachs & Co. LLC 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you in connection with the Underwriting Agreement (the “Underwriting Agreement”) dated May 5, 2020, between Norwegian Cruise Line Holdings Ltd., a Bermuda company (the “Company”), and you, providing for the offering of an aggregate of $350,000,000 ordinary shares, par value $0.001 per share (the “Ordinary Shares”) (the “Firm Shares”), and, at the election of the several underwriters named in Schedule A to the Underwriting Agreement, the subscription for up to $52,500,000 of additional Ordinary Shares (the “Option Shares”) for the sole purpose of covering sales of Ordinary Shares in excess of the number of Firm Shares. The undersigned agrees that, for a period (the “Lock-Up Period”) beginnin...
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Changes to Preliminary Prospectus Supplement. The Company increased the “Maximum Tender Amount” for its previously announced tender offer from $750.0 million to $1.75 billion. As a result, the “Any and All Notes” consist of the following series of debt: 4.750% Medium-Term Notes, Series Q, due January 13, 2012 and 5.400% Medium-Term Notes, Series R, due February 15, 2012. The Maximum Tender Notes consist of the following series of debt: 5.350% Medium-Term Notes, Series R, due March 1, 2012, 5.300% Medium-Term Notes, Series R, due May 1, 2012, 5.550% Medium-Term Notes, Series R, due September 5, 2012, 5.000% Medium-Term Notes, Series Q, due September 15, 2012, 5.250% Medium-Term Notes, Series Q, due January 10, 2013, 6.375% Medium-Term Notes, Series R, due March 25, 2013, 5.875% Medium-Term Notes, Series O, due May 1, 2013, 5.625% Medium-Term Notes, Series R, due September 20, 2013 and 6.625% Medium-Term Notes, Series R, due November 15, 2013. On an as adjusted basis to give effect to the issuance of the notes offered hereby (but without giving effect to the repurchase of any of the debt securities that may be validly tendered and accepted in the Tender Offer), the Company would have had $28.3 billion aggregate principal amount of long-term debt outstanding, total capitalization of $36.6 billion and cash and cash equivalents, excluding restricted cash of $4.4 billion.
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Changes to Preliminary Prospectus Supplement. The following replaces the first paragraph of “Summary—The Offering—Interest” on page S-6 of the Preliminary Prospectus Supplement: Interest will accrue on the Notes at the rate of 3.875% per year, and will be payable in cash annually in arrears on June 7 of each year, commencing June 7, 2014. Interest on the Notes will be computed on the basis of the actual number of days in the period for which interest is being calculated. See “Description of the Notes—Principal, Maturity and Interest.”
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Changes to Preliminary Prospectus Supplement. The number of series of notes to be issued in the offering increased from three series (as disclosed in the Preliminary Prospectus Supplement) to four series, consisting of 3.625% Senior Notes due 2027, 3.750% Senior Notes due 2030, 4.125% Senior Notes due 2040 and 4.250% Senior Notes due 2050. The information in the Preliminary Prospectus Supplement is deemed to have changed, mutatis mutandis, to the extent affected by the additional series of notes.
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Changes to Preliminary Prospectus Supplement. Title, Principal Amount, Maturity and Interest The floating rate notes are designated as our floating rate notes due August 28, 2014 and are referred to below as the 2014 notes. We may at any time and from time to time, without the consent of the existing holders of the notes, issue additional notes having the same ranking, interest rate, maturity date, redemption terms and other terms as the 2014 notes being offered under this prospectus supplement. Any such additional notes, together with the 2014 notes being offered under this prospectus supplement, will constitute a single series of securities under the senior indenture. No additional notes may be issued if an event of default under the senior indenture has occurred with respect to the 2014 notes. There is no limitation on the amount of other senior debt securities that we may issue under the senior indenture. The 2014 notes will mature and become due and payable, together with any accrued and unpaid interest, on August 28, 2014. The 2014 notes will bear interest at a rate per annum, reset quarterly, equal to LIBOR (as defined below) plus 0.125%, as determined by the calculation agent. U.S. Bank National Association will initially act as the calculation agent for the 2014 notes. We will pay interest on the 2014 notes quarterly on each February 28, May 28, August 28 and November 28, and on the maturity date. The first interest payment date will be May 28, 2013. The regular record dates for payments of interest are the February 13, May 13, August 13 and November 13 immediately preceding the applicable interest payment date. Interest will be computed on the basis of a 360-day year for the actual number of days elapsed. Interest on the 2014 notes will accrue from, and including, February 28, 2013, to, and excluding, the first interest payment date and then from, and including, the immediately preceding interest payment date to which interest has been paid or duly provided for to, but excluding, the next interest payment date. We will refer to each of these periods as an “interest period.” The amount of accrued interest that we will pay on a 2014 note for any interest period can be calculated by multiplying the face amount of the 2014 note by an accrued interest factor. This accrued interest factor is computed by adding the interest factor calculated for each day from February 28, 2013, or from the last date we paid interest to you, to the date for which accrued interest is being calculated. The interest fa...
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Changes to Preliminary Prospectus Supplement. Pages S-16 to S-17 of the preliminary prospectus supplement shall be amended by replacing the disclosure under the heading “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES — Foreign Account Tax Compliance Act” with the following: Under the Foreign Account Tax Compliance Act, or FATCA, a 30% withholding tax may be imposed on payments of interest on notes made to a “foreign financial institution” or a “non-financial foreign entity” (in each case, as defined in the Code), regardless of whether such foreign institution or entity is a beneficial owner or an intermediary, unless:
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Changes to Preliminary Prospectus Supplement. 1. NCLC has increased the aggregate principal amount of the Senior Secured Notes offered from $675 million to $750 million. 2. NCLC has increased the aggregate principal amount of the Exchangeable Notes offered from $250 million to $400 million. *** THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE 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 ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE ISSUER AND THE OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING XXXXX ON THE SEC WEBSITE AT XXX.XXX.XXX. ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU A PROSPECTUS IF YOU REQUEST IT BY CALLING ONE OF THE NUMBERS LISTED BELOW:
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Related to Changes to Preliminary Prospectus Supplement

  • Preliminary Prospectus No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

  • Offering by Underwriters; Free Writing Prospectuses; Preliminary Prospectus and Corrected Supplement (a) It is understood that the Underwriters propose to offer the Registered Certificates for sale to the public, including, without limitation, in and from the State of New York, as set forth in this Agreement, the Time of Sale Information and the Prospectus. It is further understood that the Depositor, in reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Registered Certificates.

  • Preliminary Prospectuses Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

  • Prospectus Supplement The Company shall have filed with the Commission the Prospectus Supplement pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second Business Day following the date of this Agreement.

  • Filing of Prospectus Supplement The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required hereunder and under the Act; any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

  • Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.

  • Filing of Final Prospectus Supplement The Company will file the Prospectus Supplement (in form and substance satisfactory to the Representative) with the Commission pursuant to the requirements of Rule 424.

  • Summary Prospectus Should the Fund and the Company desire to distribute the prospectuses of the funds within the Fund pursuant to Rule 498 of the Securities Act of 1933, as amended, (“Rule 498”), the roles and responsibilities of the Parties to the Agreement (the “Parties”), for complying with Rule 498 and other applicable laws, are set forth as follows:

  • Amendment to Prospectus If, at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act or the rules thereunder, the Company promptly will (i) notify the Representative of any such event; (ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (iii) supply any supplemented Prospectus to you in such quantities as you may reasonably request.

  • Statutory Prospectus If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Statutory Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Company will (i) notify promptly the Representative so that any use of the Statutory Prospectus may cease until it is amended or supplemented; (ii) amend or supplement the Statutory Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.

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