Mandatory Offer to Repurchase Notes Sample Clauses

Mandatory Offer to Repurchase Notes. In the event of a “Change of Control Triggering Event” as defined in the Preliminary Prospectus Supplement at 101% of their principal amount, plus accrued and unpaid interest. Day Count: 30 / 360 Minimum Denomination / Multiples: $2,000 / $1,000 CUSIP / ISIN: 000000XX0 / US093662AJ37 Joint Bookrunners: BofA Securities, Inc. X.X. Xxxxxx Securities LLC PNC Capital Markets LLC TD Securities (USA) LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. Co-Managers: BMO Capital Markets Corp. Fifth Third Securities, Inc. RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC * A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. * * * The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying prospectus and the other documents the company has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the company, any underwriter or any dealer participating in the offering will arrange to send you these documents if you request them by contacting X.X. Xxxxxx Securities LLC toll-free at (000) 000-0000 or BofA Securities, Inc. toll-free at (000) 000-0000. This communication should be read in conjunction with the Preliminary Prospectus Supplement and the accompanying prospectus dated June 22, 2021. Exhibit A FORM OF OPINION OF COUNSEL TO THE COMPANY AND THE PARENT GUARANTOR TO BE DELIVERED PURSUANT TO SECTION 5(b)
Sample 1
AutoNDA by SimpleDocs
Mandatory Offer to Repurchase Notes. In the event of a “Change of Control Triggering Event” as defined in the preliminary prospectus supplement at 101% of their principal amount, plus accrued and unpaid interest. Day Count: 30/360 Minimum Denomination / Multiples: $2,000 / $1,000 Joint Bookrunners: Mxxxxxx Lynch, Pxxxxx, Fxxxxx & Sxxxx Incorporated J.X. Xxxxxx Securities Inc. HSBC Securities (USA) Inc. CUSIP / ISIN: 093662 AD6 / US093662AD66 Additional Information: As of October 31, 2007, as adjusted to give effect to the sale of the notes and the application of the net proceeds as described in the preliminary prospectus supplement, cash and cash equivalents would have been $510.9 million, short-term debt would have been $39.6 million, long-term debt would have been $2.7 billion, total debt $2.8 billion and total capitalization would have been $3.3 billion. In addition, on a pro forma basis giving effect to this offering and the application of the net proceeds there from, as of October 31, 2007, Block Financial LLC would have had approximately $2.7 billion of indebtedness ranking pari passu with the notes. On January 2, 2008, the Mississippi Attorney General filed an action concerning the Express IRA product in the Chancery Court of Hxxxx County, Mississippi, First Judicial District (Case No. G-2008-6) entitled Jxx Xxxx, Attorney General for the State of Mississippi, ex rel. the State of Mississippi v. H&R Block, Inc., et al. This action asserts claims concerning the Express IRA product similar to those claims asserted in lawsuits previously disclosed by H&R Block, Inc. in its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We intend to defend this case vigorously, but there are no assurances as to its outcome. The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement, the accompanying prospectus and the other documents the company has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC web site at wxx.xxx.xxx. Alternatively, the company, any underwriter or any dealer participating in the offering will arrange to send you these documents if you request them by contacting Mxxxxxx Lynch, Pxxxxx, Fxxxxx & Sxxxx Incorporated at 1-000-000-0000, J.X. Xxxxxx Securities Inc. at 200-000-0000, or HSBC...
Sample 1
Mandatory Offer to Repurchase Notes. In the event of a “Change of Control Triggering Event” as defined in the preliminary prospectus supplement at 101% of their principal amount, plus accrued and unpaid interest. Day Count: 30 / 360 Minimum Denomination / Multiples: $2,000 / $1,000 CUSIP / ISIN: 093662 AF1 / US093662AF15 2025 Notes Size: US$350,000,000 Maturity: October 1, 2025 Interest Rate Per Annum: 5.250% Interest Payment Dates: Semi-annually on the 1st of every April and October First Interest Payment Date: April 1, 2016 Public Offering Price: 99.700% Treasury Benchmark: 2.000% due August 15, 2025 Treasury Price: 99-17+ Treasury Yield: 2.164% Re-offer Spread vs. Treasury: T + 312.5bps Yield to Maturity: 5.289% Net Proceeds (after expenses): $345,763,475 Interest Rate Adjustment: The interest rate payable on the notes will be subject to adjustment from time to time if either Xxxxx’x or S&P (or any substitute rating agency) downgrades (or subsequently upgrades) the debt rating assigned to the notes as described under “Description of notes—Interest rate adjustment” in the preliminary prospectus supplement. Optional Redemption: At any time prior to July 1, 2025 (which is the date that is 3 months prior to the maturity date of the notes), in whole or in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the notes to be redeemed, plus accrued interest to the redemption date, or (ii) the sum of the present values of the remaining scheduled payments of principal amount and interest on the notes to be redeemed that would be due if such notes matured on October 1, 2025 but for the redemption (not including any portion of payments of interest accrued as of the redemption date), discounted to the redemption date in accordance with customary market practice on a semi-annual basis at a rate equal to the sum of the Treasury Rate plus 50 basis points, plus accrued and unpaid interest to the redemption date. At any time on or following July 1, 2025, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued interest to the redemption date.
Sample 1
Mandatory Offer to Repurchase Notes. In the event of a “Change of Control Triggering Event” as defined in the preliminary prospectus supplement at 101% of their principal amount, plus accrued and unpaid interest. Day Count: 30 / 360 Minimum Denomination / Multiples: $2,000 / $1,000 CUSIP / ISIN: 093662 AG9 / US093662AG97 Joint Bookrunners: X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. Co-Managers: BBVA Securities Inc. BMO Capital Markets Corp. PNC Capital Markets LLC RBC Capital Markets, LLC Regions Securities LLC Xxxxx Fargo Securities, LLC Changes from the Preliminary Prospectus Supplement Ratio of earnings to fixed charges The disclosure on page S-13 of the Preliminary Prospectus Supplement under the caption “Ratio of earnings to fixed charges” is hereby amended and restated in its entirety as follows: The table below sets forth the ratio of earnings to fixed charges for each of the periods indicated for each of H&R Block and Block Financial, on an actual basis and on a pro forma basis after giving effect to the Transactions as if they had occurred on May 1, 2014 and assuming the Tender Offer is fully subscribed at the maximum offered purchase price per share and that the aggregate purchase price is funded with approximately $512 million of cash on hand and the net proceeds from this offering. Three months ended July 31, Fiscal year ended April 30, Fiscal year ended April 30, 2015 2015 2014 2013 2012 2011 Actual Pro forma Actual Pro forma Actual H&R Block, Inc. (a) — — 7.4 5.1 7.1 5.8 4.5 4.7 Block Financial LLC (b) 1.0 — 2.5 — 1.7 — — —
Sample 1
Mandatory Offer to Repurchase Notes. In the event of a “Change of Control Triggering Event” as defined in the preliminary prospectus supplement at 101% of their principal amount, plus accrued and unpaid interest. Day Count: 360/30 Minimum Denomination / Multiples: $2,000 / $1,000 Joint Bookrunners: X.X. Xxxxxx Securities LLC, Crédit Agricole Securities (USA) Inc., SunTrust Xxxxxxxx Xxxxxxxx, Inc. and TD Securities (USA) LLC Co-Managers BMO Capital Markets Corp., CIBC World Markets Corp., U.S. Bancorp Investments, Inc., RBC Capital Markets LLC, RBS Securities Inc. CUSIP / ISIN: 093662 AE4 / US093662AE40 Use of Proceeds: We intend to use the net proceeds from this offering, together with approximately $107.5 million of cash on hand, to redeem the $600 million aggregate principal amount of outstanding 2013 Notes, before payment of premium and accrued interest. Pro Forma Ratio of Earnings to Fixed Charges: As adjusted to give effect to the sale of the notes and the application of the estimated net proceeds as if they had occurred at the beginning of the respective periods, (1) Block Financial LLC’s fixed charges would have exceeded earnings by approximately $19 million for the three months ended July 31, 2012 and approximately $3 million for the year ended April 30, 2012 and (2) H&R Block’s fixed charges would have exceeded earnings by approximately $169 million for the three months ended July 31, 2012 and its ratio of earnings to fixed charges would have been approximately 5.0x for the year ended April 30, 2012. The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement, the accompanying prospectus and the other documents the company has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the company, any underwriter or any dealer participating in the offering will arrange to send you these documents if you request them by contacting X.X. Xxxxxx Securities LLC at 000-000-0000. This communication should be read in conjunction with the preliminary prospectus supplement dated October 22, 2012 and the accompanying prospectus dated October 9, 2012. Exhibit A FORM OF OPINION OF COUNSEL TO THE COMPANY AND THE PARENT GUARANTOR TO BE DELIVERED PURSUANT TO SECTION 5(b)(i)
Sample 1
Mandatory Offer to Repurchase Notes. In the event that a Change of Control shall occur on or prior to the third anniversary of the Closing Date, the Company shall make an offer to each Holder to repurchase all of such Holder’s Notes (or such lesser portion thereof as may be tendered by such Holder) pursuant to the procedures described in Section 2.02(b)(ii) (a “Change of Control Offer”) at an offer price equal to 101% of the aggregate outstanding face amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase.
Sample 1
Mandatory Offer to Repurchase Notes. In the event that the Company makes any Disposition that is subject to the provisions of Section 7.04 (d), (e) or (f) and the Company does not reinvest the net cash proceeds of such Disposition in the Business within 180 days after the consummation thereof, the Company shall make an offer to the Holders to repurchase an aggregate face amount of all outstanding Notes equal to the amount (the “Asset Sale Offer Amount”) of such net cash proceeds not so reinvested (each, an “Asset Sale Offer”) at an offer price equal to 100% of the aggregate outstanding face amount of the Notes so purchased pursuant to the procedures described in Section 2.02(c)(ii)
Sample 1
AutoNDA by SimpleDocs

Related to Mandatory Offer to Repurchase Notes

  • Offer to Repurchase In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below:

  • Delivery of Fundamental Change Repurchase Notice and Notes to Be Repurchased To exercise its Fundamental Change Repurchase Right for a Note following a Fundamental Change, the Holder thereof must deliver to the Paying Agent:

  • Maturing Notes and Notes Called for Redemption or Subject to Repurchase If, on a Redemption Date, a Fundamental Change Repurchase Date or the Maturity Date, the Paying Agent holds money sufficient to pay the aggregate Redemption Price, Fundamental Change Repurchase Price or principal amount, respectively, together, in each case, with the aggregate interest, in each case due on such date, then (unless there occurs a Default in the payment of any such amount) (i) the Notes (or portions thereof) to be redeemed or repurchased, or that mature, on such date will be deemed, as of such date, to cease to be outstanding, except to the extent provided in Sections 4.02(D), 4.03(E) or 5.02(D); and (ii) the rights of the Holders of such Notes (or such portions thereof), as such, will terminate with respect to such Notes (or such portions thereof), other than the right to receive the Redemption Price, Fundamental Change Repurchase Price or principal amount, as applicable, of, and accrued and unpaid interest on, such Notes (or such portions thereof), in each case as provided in this Indenture.

  • Offer to Repurchase Upon a Change of Control If a Change of Control occurs, unless the Company has exercised its right to redeem the Notes under Section 3.07, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes pursuant to a change of control offer on the terms set forth in this Indenture (a “Change of Control Offer”). In the Change of Control Offer, the Company shall offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Change of Control Offer. Any Change of Control Offer shall be made to all Holders. The notice, which shall govern the terms of the Change of Control Offer, shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.10; (2) the Change of Control Payment and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrete or accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Note purchased pursuant to any Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or the Paying Agent at the address specified in the notice at least three days before the Change of Control Payment Date; (6) that Holders shall be entitled to withdraw their election if the Company, the depositary or the Paying Agent, as the case may be, receives, not later than the Change of Control Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that Notes and portions of Notes purchased shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be purchased; and (8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict. On the Change of Control Payment Date, the Company shall, to the extent lawful:

  • Offer to Repurchase Upon Change of Control Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and stating:

  • Repurchase Offers In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state:

  • Notice of Optional Redemption; Selection of Notes (a) In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 16.01, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not less than 5 Business Days prior to the date such Redemption Notice is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Optional Redemption (a “Redemption Notice”) not less than 35 nor more than 60 Trading Days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part; provided, however, that if the Company shall give such notice, it shall also give written notice of the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee). The Redemption Date must be a Business Day. The Company may not specify a Redemption Date that falls on or after the 31st Scheduled Trading Day immediately preceding the Maturity Date.

  • Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities (a) The Depositary shall not tender any Deposited Securities in response to any voluntary cash tender offer, exchange offer or similar offer made to holders of Deposited Securities (a “Voluntary Offer”), except when instructed in writing to do so by an Owner surrendering American Depositary Shares and subject to any conditions or procedures the Depositary may require.

  • Change of Control Offer Upon the occurrence of a Change of Control, the Company will be required to offer to purchase all of the outstanding Securities at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of repurchase.

  • Offer to Prepay Notes The offer to prepay Notes contemplated by subparagraphs (a) and (b) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.7, all, but not less than all, the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.7, such date shall be not less than 20 days and not more than 30 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 20th day after the date of such offer).

Time is Money Join Law Insider Premium to draft better contracts faster.