Equity Units. (i) With respect to the Partnership: [ ] Equity Units.
(ii) With respect to the Company: [ ] Equity Units.
Equity Units. Equity Units Each Equity Unit will have a stated amount of $100 and will initially be a “Corporate Unit” consisting of a purchase contract issued by us and, initially, a 1/10th, or 10%, undivided beneficial ownership in one share of Series C Mandatory Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share, issued by us, which we refer to as “Mandatory Convertible Preferred Stock.” Number of Equity Units Offered 7,500,000 (or a total of 8,625,000 if the underwriters exercise their over-allotment option in full). Initial Price to Public $100 per Equity Unit, plus accrued and unpaid contract adjustment payments, if any, from April 19, 2021.
Equity Units. Pursuant to the terms of the FCF Plan, the DEU Agreements (as defined below) and the Limited Liability Company Agreement of WMG Management Holdings, LLC (“Holdings LLC”), dated January 1, 2013 (as amended, the “LLC Agreement”), your Equity Units shall be treated as follows:
(a) Your Deferred Equity Units shall be settled in exchange for payment to you in the amount of $303,264, which equals the product of (i) the number of your outstanding Deferred Equity Units as of June 30, 2015 and (ii) the Fair Market Value of a Fractional Company Share, as determined by the Company, as of June 30, 2015. Such amount shall be paid to you not later than December 31, 2015.
(b) Your Special Deferred Equity Units, 100% of which are unvested as of June 30, 2015, shall be forfeited as of June 30, 2015 with no consideration payable therefor.
(c) Company hereby notifies you (on behalf of Holdings LLC) of the election to exercise the Call Right to purchase all of your outstanding Vested Matching Equity Units at a per unit purchase price of $132.92, which, in the Company’s determination, reflects the per unit Liquidation Value determined as of June 30, 2015, less the benchmark amount of $107.13. The aggregate payment to you in the amount of $72,931 shall be paid within 90 days following the Separation Date.
(d) Your Unvested Matching Equity Units shall be forfeited as of June 30, 2015 with no consideration payable therefor. Capitalized terms used and not defined within this Paragraph 6 shall have the meanings ascribed thereto under the FCF Plan and LLC Agreement. You hereby agree to the valuation used for purposes of the payments to be made under this Section 6 in respect of your Deferred Equity Units and Vested Matching Equity Units.
Equity Units. Over the course of their membership of the Society members will accumulate Equity Units, which represent their ownership of a stake of the Society’s assets. Each Equity Unit shall have the value of £1. It is possible that at any given time the sum of Equity Units held by all members of the Society will be less than the total value of property owned by the Society. When this is the case, the remainder of the value of the property is considered to be equity held by the Society itself.
Equity Units. Equity Units Each 2019 Series A Equity Unit (“Equity Unit”) will have a stated amount of $100 and will initially be a 2019 Series A Corporate Unit (“Corporate Unit”) consisting of a Purchase Contract issued by us and, initially, a 1/10, or 10%, undivided beneficial ownership interest in one share of 1.75% Series A Cumulative Perpetual Convertible Preferred Stock, without par value, with a liquidation preference of $1,000 per share, issued by us, which we refer to as “Convertible Preferred Stock.” Number of Equity Units Offered 14,000,000 (or a total of 16,100,000 if the underwriters exercise their over-allotment option in full) Initial Price to Public $100 per Equity Unit, plus accrued and unpaid Contract Adjustment Payments and accumulated and unpaid dividends, if any, from June 14, 2019. Aggregate Offering Amount $1,400,000,000 (or $1,610,000,000 if the underwriters exercise their over-allotment option in full) Purchase Contract Unless early settled as described in the preliminary prospectus supplement, each Purchase Contract obligates holders to purchase, and obligates us to sell, on June 1, 2022, for a price of $100, a number of newly issued shares of our common stock equal to the settlement rate, as described under “Description of the Purchase Contracts—Purchase of Common Stock” in the preliminary prospectus supplement. Total Distribution Rate on the Corporate Units 7.25% per annum Reference Price $73.91 (Closing Price on June 11, 2019) Maximum Settlement Rate 1.3529 shares of our common stock Contract Adjustment Payments Payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year (except where such date is not a business day, in which case Contract Adjustment Payments will be payable as of the next subsequent business day, without adjustment), commencing September 1, 2019 at a rate per year of 5.50% on the stated amount of $100 per Equity Unit, subject to our right to defer Contract Adjustment Payments, as described in the preliminary prospectus supplement. Contract Adjustment Payments will be paid in cash, shares of our common stock or a combination thereof, at our election. Deferred Contract Adjustment Payments Deferred Contract Adjustment Payments will accrue additional Contract Adjustment Payments at the rate of 7.25% per year until paid, compounded quarterly, to, but excluding, the payment date. Early Settlement of the Purchase Contracts A holder of Corporate Units or Treasury Units may elect to settle the related Pu...
Equity Units. The Equity Units have been duly authorized by the Company and, when executed, issued and delivered by the Company against payment therefor on the Closing Date in accordance with the terms of this Agreement and the Purchase Agreement, will be duly executed and delivered by the Company and will (assuming due authentication thereof by the Purchase Contract Agent) constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, provided, however, that upon the occurrence of a Termination Event (as defined in the Purchase Contract), Section 365(e)(1) of the Bankruptcy Code (11 U.S.C. §§ 101-1330, as amended) would not substantively limit the provisions of Sections 3.15 and 5.6 of the Purchase Contract Agreement or Section 5.04 of the Pledge Agreement that require termination of the Purchase Contracts and release of the Collateral Agent’s security interest in (1) the Notes, (2) the Treasury Units or (3) the Applicable Ownership Interest of the applicable Treasury Portfolio (as defined in the Purchase Contract Agreement), as applicable, and the transfer of such securities to the Purchase Contract Agent (for the benefit of the holders of the Offered Securities); provided, further, however, that (x) the foregoing is subject to the equitable powers of the Bankruptcy Court and the Bankruptcy Court’s power under Section 105(a) of the Bankruptcy Code and (y) procedural restrictions respecting relief from the automatic stay under Section 362 of the Bankruptcy Code may delay the timing of the exercise of such rights and remedies; and (ii) is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Equity Units will be in the form contemplated by, and will be entitled to the benefits of, the relevant Securities Agreements; the Equity Units will conform in all material respects to the respective statements relating thereto contained in the General Disclosure Package and in the Final Prospectus and will be in substantially the form filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement; and the issuance of the Equity Units is not subject to preemptive or other similar rights.
