Concurrent Convertible Notes Offering Sample Clauses
Concurrent Convertible Notes Offering. Concurrently with the offering of Class A ordinary shares, we are offering (the “Concurrent Note Offering”) US$400,000,000 aggregate principal amount of 4.00% convertible senior notes due 2031 (the “New Convertible Notes”) (or up to US$460,000,000 aggregate principal amount of New Convertible Notes if the initial purchasers in such offering exercise in full their option to purchase additional New Convertible Notes). The Concurrent Note Offering is being made pursuant to a confidential offering memorandum (and not pursuant to the prospectus supplement or this pricing term sheet) only to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) in transactions that are exempt from the registration and prospectus-delivery requirements of the Securities Act. The prospectus supplement and this pricing term sheet do not constitute an offer to sell, or the solicitation of an offer to buy, any of the New Convertible Notes, or the Class A ordinary shares, if any, issuable upon conversion of the New Convertible Notes. The completion of the offering of Class A ordinary shares is contingent on the completion of the Concurrent Note Offering. Subject to satisfaction of certain conditions and during certain periods, the New Convertible Notes may be converted at an initial conversion rate of 56.2635 Class A ordinary shares per US$1,000 principal amount of New Convertible Notes (equivalent to an initial conversion price of approximately US$17.77 per Class A ordinary share). The conversion rate is subject to adjustment if certain events occur. Notwithstanding anything to the contrary, in no event will the conversion rate be increased to an amount that exceeds 71.7360 Class A ordinary shares per $1,000 principal amount of New Convertible Notes, which amount is subject to adjustment in the same manner as, and at the same time and for the same events for which, the conversion rate is required to be adjusted pursuant to the indenture governing the notes.
Concurrent Convertible Notes Offering. On the Settlement Date, the Issuer will issue $175,000,000 3.00% Convertible Senior Notes due 2016, subject to customary closing conditions. The underwriters in that offering were granted an option, exercisable within 30 days of the Trade Date, to purchase up to an additional $25,000,000 of such notes. Neither the completion of this offering nor the completion of the Convertible Notes Offering is contingent on the completion of the other offering.
Concurrent Convertible Notes Offering. Concurrently with this offering, the Issuer is offering $150,000,000 principal amount of its 5.00% Convertible Senior Notes due 2027 (the “Notes”) (or a total of $175,250,000 principal amount if the initial purchasers in that offering exercise in full their option to purchase additional Notes) in a separate private offering to qualified institutional buyers (the “Concurrent Convertible Notes Offering”). The Notes will mature on December 15, 2027 unless earlier converted, redeemed or repurchased by the Issuer. The Notes will bear interest at a rate of 5.00% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2023. The Notes will be convertible into an aggregate of 12,000,000 shares of Common Stock (or 14,020,000 shares of Common Stock if the initial purchasers in that offering exercise their option to purchase additional Notes in full), based on an initial conversion price of $12.50 per share and an initial conversion rate of 80.0000 shares of Common Stock per $1,000 principal amount of Notes (subject to adjustment in certain circumstances). The Issuer estimates that the net proceeds from the Concurrent Convertible Notes Offering will be approximately $142.2 million, or $166.3 million if the initial purchasers’ option to purchase additional Notes is exercised in full. The Notes and the Common Stock issuable upon conversion of the Notes have not been and will not be registered under the Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The information regarding the Notes is not an offer to sell or a solicitation of an offer to buy any securities being offered in the Concurrent Convertible Notes Offering. Common stock to be outstanding after the Common Stock Offering: 84,976,814 shares (or 85,951,814 shares if the underwriters exercise their option to purchase additional shares in full), excluding the shares underlying the Notes.