Financing of the Offer. Publicis Groupe will conduct the public Offer through a wholly-owned subsidiary registered in the Netherlands. Publicis Groupe will finance the Offer from its own readily available resources and the financing of the Offer will not be subject to third party conditions or contingencies. Publicis Groupe has a strong financial position and will remain committed to maintaining a strong balance sheet. This announcement constitutes a certain funds announcement as required by Article 7, paragraph 4 of the Dutch Public Takeover Decree (Besluit openbare biedingen Wft). Corporate Governance after the Offer After successful completion of the Offer, the Supervisory Board of LBi will consist of seven members of whom five shall be appointed by the general meeting of shareholders upon nomination by Publicis Groupe and two shall be current members of the Supervisory Board, who are considered independent members within the definition of the Dutch Corporate Governance Code. The members of the Management Board of LBi and certain other senior managers have agreed to stay on either as a member of the Management Board or a senior manager after completion of the Offer.
Financing of the Offer. The consideration payable to Augean Shareholders pursuant to the Offer will be financed by a combination of equity to be invested by Ancala Infrastructure Fund II SCSp and Atlas Co-Investment LP, funds managed by Ancala, and EagleCrest Infrastructure Canada LP and EagleCrest Infrastructure SCSp, funds managed by Fiera Infrastructure, and debt to be provided by a £125,000,000 term acquisition facility, £20,000,000 capex facility and £10,000,000 revolving loan facility made available under the Senior Facilities Agreement. In accordance with Rule 2.7(d) of the Code, Jefferies, as financial adviser to Ancala, Fiera Infrastructure and Bidco, is satisfied that sufficient cash resources are available to Bidco to enable it to satisfy in full the cash consideration payable to Augean Shareholders in connection with the Offer. Further information on the financing of the Offer will be set out in the Scheme Document.
Financing of the Offer. The proceeds received by BMOC from Patriot under the Subscription Agreement shall be used by BMOC to fund BMOC's payment obligations under the Offer. Patriot agrees to provide, or cause an affiliate of Patriot to provide, to Cal Jockey the financing necessary to fund Cal Jockey's payment obligations under the Offer after the expiration of the Offer. In accordance with Rule 13e-4 of the Exchange Act, following expiration of the Offer and Cal Jockey's and BMOC's acceptance for payment of Paired Shares tendered in the Offer, the parties agree to cause the funds to finance the Offer to be placed with a depositary bank which shall be chosen by mutual agreement of the parties.
Financing of the Offer. The cash consideration payable to Tungsten Shareholders by Pagero under the terms of the Offer will be financed by a combination of: • the existing cash resources of Pagero; and • debt in the form of senior secured floating rate notes issued by Pagero to certain noteholders initially represented by Hedda Manager AB as noteholders’ agent pursuant to the terms and conditions dated 29 April 2022 entered into between Pagero as issuer and Hedda Manager AB as noteholders’ agent, which will initially be (i) secured by a pledge of the shares in Pagero’s subsidiary, Pagero AB, pursuant to and in accordance with the terms of a pledge agreement dated 2 May 2022 between Pagero as pledgor and certain secured parties represented by Hedda Manager AB as agent and (ii) guaranteed by Pagero AB pursuant to and in accordance with the terms of a guarantee agreement dated 29 April 2022 between Pagero, Pagero AB as guarantor and Hedda Manager AB as noteholders’ agent, the proceeds of which, in each case, have been placed in an escrow account with X.X. Xxxxxx Xxxxx Bank, N.A., London Branch (the “Escrow Account”) and are subject to the terms of an escrow agreement dated 2 May 2022 (including a term requiring that enough cash be maintained in the Escrow Account to allow Pagero to satisfy the cash consideration payable by Pagero to Tungsten Shareholders in connection with the Offer unless and until the Offer terminates or lapses in accordance with its terms). In accordance with Rule 2.7(d) of the Code, Strand Xxxxxx, financial adviser to Pagero, is satisfied that sufficient resources are available to Pagero to satisfy in full the cash consideration payable to Tungsten Shareholders under the terms of the Offer. Further information in relation to the financing of the Offer will be set out in the Offer Document.
Financing of the Offer. The consideration payable to Augean Shareholders pursuant to the Offer will be financed by a combination of equity to be invested by North Haven Infrastructure Partners III (AIV-C) LP, a fund managed by MSI, and debt to be provided via a £135,000,000 term loan and £20,000,000 revolving loan facility made available under the Senior Facilities Agreement. In accordance with Rule 2.7(d) of the Code, Xxxxxxxxx, as financial adviser to MSI and Bidco, is satisfied that sufficient cash resources are available to Bidco to enable it to satisfy in full the cash consideration payable to Augean Shareholders in connection with the Offer. Xxxxxxxxx has not been required to confirm, and has not confirmed, that resources are available to Bidco to satisfy payments under the CVRs or the Loan Notes. Further information on the financing of the Offer will be set out in the Scheme Document.
Financing of the Offer. The cash consideration payable by PEIF III Bidco under the terms of the Offer will be financed by equity capital committed by PEIF III. Xxxxxx Xxxxxxx confirms that it is satisfied that resources are available to PEIF III Bidco sufficient to satisfy full acceptance of the Offer. Further information on the financing of the Offer will be set out in the Offer Document.
Financing of the Offer. The Offeror has secured necessary financing, as required pursuant to applicable laws and regulation, for the (i) completion of the Offer in accordance with its terms and conditions and (ii) subsequent compulsory redemption proceedings in accordance with the Finnish Companies Act. The availability to the Offeror of the above financing is subject only to the satisfaction of the conditions set forth in Appendix B. The Offeror has no knowledge of any facts or circumstances or is in possession of any information which is likely to mean that the financing as described herein would not be available on the Closing Date.
Financing of the Offer. Assuming full acceptance of the Offer, approximately 60.6 million new NASDAQ shares will be issued pursuant to the Offer and the total cash consideration amount payable by NASDAQ to OMX shareholders will be approximately $1.7 billion (SEK11.4 billion). The Offer will not be subject to any conditions concerning the availability of financing. Bank of America and JPMorgan Chase Bank, N.A. (the “Banks”) have agreed to finance the cash consideration of the Offer pursuant to a commitment letter subject to all parties entering into definitive documentation. However, if definitive documentation is not entered into by the date on which the Offer is launched, the Banks will finance the cash consideration of the Offer by means of an interim loan agreement (the “Interim Loan Agreement”) which provides for committed funds and which is attached as an exhibit to the commitment letter. Drawdown pursuant to the Interim Loan Agreement is subject to the conditions of the Offer being satisfied or waived (where such waiver requires consents from the Banks in certain cases and under certain circumstances). The additional conditions to drawdown under the Interim Loan Agreement, which NASDAQ and its owners in practice control, are essentially that: • NASDAQ and its current subsidiaries execute collateral agreements and guarantees, deliver stock certificates and stock powers and make relevant filings and recordations; • NASDAQ issues a promissory note in favor of each Bank evidencing such Bank’s loans; • NASDAQ delivers documents evidencing the authority and capacity to enter into the Interim Loan Agreement and pertaining documentation, including legal opinions and certificate of good standing; and • NASDAQ is not in breach of certain limited key representations and events of default under the Interim Loan Agreement (including that the documentation is binding and that NASDAQ is not insolvent or lacks relevant authorizations).
Financing of the Offer. 5.1 Parent and the Offeror have prior to the entering into of this Agreement delivered to the Company a copy of the signed and executed credit agreements entered into by and between Parent, the lenders and agents named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent (each, a “Credit Agreement” and collectively, the “Credit Agreement”) in respect of the full amount required to satisfy all acceptances under the Offer. Parent and the Offeror warrant, undertake and covenant to the Board and the Company, that
Financing of the Offer. ... 13 11. Background of the Offer; Past Contacts, Transactions or Negotiations with the Trust........................ 14 12. Purpose and Structure of the Offer; Plans for the Trust................................................. 14 13. Effect of the Offer on the Market for Units; NYSE Listing and Exchange Act Registration; Margin Regulations........................................... 15 14. Certain Conditions of the Offer....................... 16 15.
