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. 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). 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 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 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. Further information on the financing of the Offer will be set out in the Scheme Document.
Financing of the Offer. The total amount of funds required by the Company to purchase the Shares is expected to be approximately $3.05
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. The Offeror has received a binding equity commitment letter from the relevant equity providers, providing the Offeror with the ability to fully finance the aggregate Offer Price and aggregate purchase price under the Irrevocable Agreements if and when due, subject to the terms and conditions set out herein and in the Irrevocable Agreements. A copy of this equity commitment letter is attached hereto as Schedule 10 (Equity Commitment Letter).
Financing of the Offer. The Offer values 100% of the issued and outstanding XXXX shares at approximately €
Financing of the Offer. The offer would be funded by existing cash resources and bank facilities of SCH.
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
(a) The Offeror has and will throughout the period until and including Completion have access to, and at the Completion shall have, fully sufficient cash funds to purchase and pay for any and all Shares tendered in the Offer in accordance with the terms set out in the Offer Document;
(b) Subject to Completion, the Offeror has and will have sufficient funds to (i) acquire any Shares and treasury shares acquired by holders of any Share Options upon exercise of their Share Options and (ii) redeem any remaining shareholders of the Company, both in accordance with Clause 12 of this Agreement;
(c) Neither the Credit Agreement nor any other agreement or arrangement to which Parent or the Offeror is a party or by which Parent or the Offeror or any of their assets are bound, nor any of Parent’s or the Offeror’s constituent documents, articles of association, other corporate documentation or any law, rules, regulations or orders applicable to Parent or the Offeror contain any terms or conditions that would prevent or delay the Offeror from commencing or Completing the Offer as contemplated by this Agreement and the Offer Document, including the Offeror’s waiver of any of the conditions of the Offer set out in Clause 4.6 which the Offeror may be required to waive pursuant to this Agreement;
(d) Simultaneously with the signing of this Agreement, Parent has delivered to the Company a letter from JPMorgan Chase Bank, N.A. as administrative agent under the Credit Agreement irrevocably and unconditionally confirming that the Effective Date (as defined in the Credit Agreement) has occurred;
(e) Unless the Board in writing consents otherwise, the Parent shall ensure that (i) all conditions in Section 4.02 of the Credit Agreement are duly and timely fulfilled in order for the Parent to draw down the necessary cash funds under the Credit Agreement to purchase and pay for any and all Shares tendered in the Offer in accordance with the terms set out in the Offer...
