Financing Adjustments. The following adjustments will be made on the Financial Close Date. Such adjustments will be implemented in accordance with the provisions of Exhibit X.
(i) Changes in Public Funds Amount or Concession Fee Due to Review of Initial Base Case Financial Model. In the event that a review by the Financial Model Auditor of the Initial Base Case Financial Model discloses errors or discrepancies in such financial model that results in an increase to the Initial Equity IRR in excess of five bps, the Public Funds Amount will be decreased in an amount so as to return the Base Case Equity IRR to the Initial Equity IRR, and the Initial Base Case Financial Model will be updated to reflect such adjustment. If a review by the Financial Model Auditor of the Initial Base Case Financial Model discloses errors or discrepancies in such financial model that results in a decrease to the Initial Equity IRR, the Initial Base Case Financial Model will be updated, subject to prior review and approval by the Department, to reflect any adjustments, however the Public Funds Amount will not change.
Financing Adjustments. The following adjustments will be made on the 395 Financial Close Date. Such adjustments will be implemented in accordance with the provisions of Exhibit BB.
(i) Changes in 395 Benchmark Interest Rates and 395 Credit Spreads.
(A) Subject to Section 7.03A(b)(i)(B), during the 395 Interest Rate Protection Period, the Concessionaire and the Department will bear the risk and have the benefit of the following: (x) in the case of the Concessionaire, the first 60 Basis Points of aggregate all-in interest rate change for each financing facility (taking into account any impact arising from changes in the 395 Benchmark Interest Rates prior to taking into account any impact arising from the differences in the 395 Credit Spreads) and (y) in the case of the Department, after the incurrence of the risk or benefit of such 60 Basis Points by the Concessionaire, in each case of the aggregate of:
(1) 100% of the impact (either positive or negative) arising from changes in the 395 Benchmark Interest Rates that exceed the first 60 Basis Points during the 395 Interest Rate Protection Period; provided, however, that this protection will be extended only to the lesser of (aa) the amount of proceeds of Concessionaire Debt assumed and indicated in the Base Case Financial Model Update (95/395 Interim), and (bb) the amount of proceeds of Concessionaire Debt issued or incurred at 395 Financial Close; and
(2) 75% of the impact (either positive or negative) arising from changes in the 395 Credit Spreads when the aggregate all-in interest rate changes exceed 60 Basis Points, calculated by taking the change in the aggregate all-in interest rate for each financing facility less the greater of (x) 60 Basis Points or
Financing Adjustments. The following adjustments will be made on the Financial Close Date. Such adjustments will be implemented in accordance with the provisions of Exhibit X.
Financing Adjustments. Reflects the preliminary adjustment to cash in connection with the Seller Term Loan and the ABL facility as follows: (in thousands) As of December 31, 2023 Proceeds from the Seller Term Loan and ABL facility(1) $ 150,000 Payment of financing costs(2) (1,500) New deferred debt issuance costs for Credit Agreement Amendment(3) (1,410)
Financing Adjustments. Reflects changes in cash and cash equivalents resulting from the following:
Financing Adjustments. (Balance Sheet)
(a) Reflects the net cash generated from the financings described above.
(b) Reflects the capitalization of the estimated debt issue costs of US$125 million, estimated to be incurred by XxxxxxXxx, amongst others, for the OTH financing and US$231 million for the Wind refinancing.
(c) Reflects the increase in the debt position considering the estimated proceeds from the financing, less the planned refinancing of the existing debt.
Financing Adjustments. (Income Statement)
(a) Represents an estimate of the incremental interest expense related to the borrowings expected to be incurred as described in Note 5. Therefore the US$93 million and the US$124 million estimated pro forma adjustment represents the estimated incremental interest expense for the nine months ended September 30, 2010 and the year ended December 31, 2009, respectively, of the assumed newly issued debt versus the refinanced, historical debt. No further financing adjustments have been made to the unaudited pro forma condensed combined income statement for the elimination of existing Wind Telecom debt issue costs and the recognition of pro forma debt issue costs for the refinanced debt, as the amounts offset each other and would not result in a significant adjustment.
(b) Represents the tax impacts of the above adjustments assuming a blended statutory rate.
Financing Adjustments. (a) In connection with the Merger, Keysight expects to issue $444 million in additional equity (inclusive of the full exercise by the underwriters of their option to purchase 1.6 million shares of Common Stock), which represents the expected proceeds of the offering, net of $16 million in equity offering costs, of the approximately 12 million shares of Common Stock expected to be offered as part of the financing of the Merger. Each $1.00 increase (decrease) in the assumed public offering price of $38.02 per share, the last reported sale price of the Common Stock on March 9, 2017, would (decrease) increase the number of shares of Common Stock to be issued by Keysight by approximately (0.3 million) and approximately 0.3 million, respectively, assuming the aggregate dollar amount of shares of Common Stock offered by Keysight remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by Keysight. If the amount of the gross proceeds received from the sale of Common Stock is less than $444 million, we expect to use additional cash or incur additional debt to fund the difference.
(b) To record the proceeds, net of deferred financing fees and record the corresponding current and long-term debt related to the planned Financing to fund the Merger. The following table summarizes the borrowings and other debt expected to be incurred in the Financing: Principal Amount Blended Interest Rate Deferred Financing Cost Net Proceeds Term Long-Term Debt Unsecured Debt Financing $ 700 5.33 % 4 $ 696 5-10 Years $ 696 Revolving Credit Facility 170 2.36 % — 170 5 Years 170 Term Loan Facility 400 2.60 % 1 399 3 Years 399 $ 1,270 $ 5 (1) $ 1,265 $ 1,265
(1) Excludes $8.0 million of financing costs related to the Bridge Facility. Such amounts will be expensed upon the completion of the Merger if the Company does not draw on the Bridge Facility. This amount has been excluded from the pro forma statements of operations as it has been determined not to have a continuing effect.
(c) To record the estimated incremental interest expense and amortization of deferred financing costs under the new Financing. Interest expense on new Financing $ 51 $ 13 $ 13 Amortization of deferred financing costs on new Financing 1 — — Pro forma adjustment $ 52 $ 13 $ 13 For pro forma purposes, the interest expense adjustments have been calculated using the assumed weighted average interest rates. A sensitivity analysis on interest expense...
Financing Adjustments. Reflects the following adjustments to interest expense resulting from the business combination Financing: (in millions) Amount Drawn Contractual Interest Rate Year Ended April 28, 2018 Three Months Ended July 28, 2018 Term A loan $ 250.0 3.64 % $ 8.9 $ 2.2 Amended Revolving Credit Facility (1) $ 98.0 3.64 % 3.8 1.0 Amortization of capitalized debt issuance costs (0.6 ) (0.1 ) $ 12.1 $ 3.1 Historical interest expense for Methode for instruments being amended (1) (1.9 ) (0.3 ) Historical interest expense of Grakon for the instruments being repaid (5.6 ) (1.3 ) $ (7.5 ) $ (1.6 ) Pro forma adjustment to interest expense $ 4.6 $ 1.5
Financing Adjustments. Represents incremental interest expense associated with the Debt Financing. The unaudited pro forma financial information reflects an assumed interest rate of 5.750% for the Senior Secured Term Loan B and an interest rate of 7.125% for the notes. The Senior Secured Term Loan B is expected to bear an interest rate of SOFR plus 325 basis points. If the actual annual interest rate of the Senior Secured Term Loan B were to vary by 1/8th of a percent, the pro forma adjustment for interest expense would change by $0.7 million and $0.2 million, respectively, for the year ended December 31, 2021 and the three months ended March 31, 2022, respectively.
