Offering Format Sample Clauses

Offering Format. SEC Registered Security: 1.250% Notes due August 11, 2017 (the “2017 Notes”) 3.375% Notes due August 11, 2025 (the “2025 Notes”)
Sample 1See All (5)
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Offering Format. The Notes will be registered with the U.S. Securities and Exchange Commission. The Notes are being offered in each of the provinces of Canada on a private placement basis under a Canadian offering memorandum dated October 27, 2022. Size: C$500,000,000 Pricing Date: October 27, 2022 Settlement Date:** November 3, 2022 (T+5) Maturity Date: January 15, 2031 Form and Denominations: Book-entry only through participants in CDS (global certificate). Minimum denominations of C$2,000 with integral multiples of C$1,000 thereafter. Coupon: 5.250% per annum, payable semi-annually in arrears Issue Yield: 5.258% Interest Payment Dates: January 15 and July 15, commencing January 15, 2023 (short first coupon). The first interest payment on January 15, 2023 will be in an amount equal to $5,250,000.
Sample 1
Offering Format. 144A / Reg S Security: 7.20% Senior Notes due 2017 Principal Amount: $ 100,000,000 Pricing Benchmark: UST 4.625% due 2017 Benchmark Yield: 4.734 % Re-offer Spread: +250 bps Re-offer Yield: 7.234 % Coupon: 7.20 % Price to Public: 99.761 % Coupon Dates: April 16th and October 16th of each year First Coupon Date: October 16, 2007 Trade Date: April 11, 2007 Settlement Date (flat): April 16, 2006 (T+3) Maturity Date: April 14, 2017 Make Whole Call: UST+37.5 bp CUSIP: 00000XXX0 (144A) X00000XX0 (Reg S) Principal Amount of Notes Sole Book-Running Manager Citigroup Global Markets Inc.: $ 58,000,000 Co-Managers Banc of America Securities LLC $ 18,500,000 Wachovia Securities,LLC $ 18,500,000 Xxxxxxx & Partners Securities, LLC $ 5,000,000 Total: $ 100,000,000 This communication is intended for the sole use of the person to whom it is provided by the sender. These securities have not been registered under the Securities Act of 1933, as amended, and may only be sold to qualified institutional buyers pursuant to Rule 144A or pursuant to another applicable exemption from registration. The information in this term sheet supplements the Company’s preliminary offering memorandum, dated April 10, 2007 (the “Preliminary Memorandum”) and supersedes the information in the Preliminary Memorandum to the extent inconsistent with the information in the Preliminary Memorandum. This term sheet is qualified in its entirety by reference to the Preliminary Memorandum. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Memorandum. A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. Exhibit A [Form of Opinion of Akin Gump, Strauss, Xxxxx & Xxxx LLP U.S. Counsel for the Company and the Guarantor] Opinion of U.S. counsel for the Guarantor to be delivered pursuant to Section 6(a)(ii) of the Purchase Agreement. References to the Final Memorandum in this Exhibit A include any supplements thereto at the Closing Date.
Sample 1
Offering Format. SEC Registered Security: 1.125% Notes due 2023 (the “2023 Notes”) 1.500% Notes due 2025 (the “2025 Notes”) 2.100% Notes due 2030 (the “2030 Notes”) Aggregate Principal Amount: 2023 Notes: $750,000,000 2025 Notes: $750,000,000 2030 Notes: $750,000,000 Maturity Date: 2023 Notes: May 1, 2023 2025 Notes: May 1, 2025 2030 Notes: May 1, 2030 Coupon: 2023 Notes: 1.125% 2025 Notes: 1.500% 2030 Notes: 2.100% Interest Payment Dates: 2023 Notes: Semi-annually on each May 1 and November 1, commencing November 1, 2020 2025 Notes: Semi-annually on each May 1 and November 1, commencing November 1, 2020 2030 Notes: Semi-annually on each May 1 and November 1, commencing November 1, 2020 Record Dates: 2023 Notes: April 15 and October 15 2025 Notes: April 15 and October 15 2030 Notes: April 15 and October 15 Price to Public: 2023 Notes: 99.665% of principal amount 2025 Notes: 99.512% of principal amount 2030 Notes: 99.383% of principal amount Underwriting Discount: 2023 Notes: 0.200% of principal amount 2025 Notes: 0.300% of principal amount 2030 Notes: 0.450% of principal amount Net Proceeds: 2023 Notes: $745,987,500 (before expenses) 2025 Notes: $744,090,000 (before expenses) 2030 Notes: $741,997,500 (before expenses) Benchmark Treasury: 2023 Notes: 0.250% due April 15, 2023 2025 Notes: 0.500% due March 31, 2025 2030 Notes: 1.500% due February 15, 2030 Benchmark Treasury Price/Yield: 2023 Notes: 100-01 / 0.239% 2025 Notes: 100-23 / 0.352% 2030 Notes: 108-11+ / 0.619% Spread to Benchmark Treasury: 2023 Notes: +100 basis points 2025 Notes: +125 basis points 2030 Notes: +155 basis points Yield to Maturity: 2023 Notes: 1.239% 2025 Notes: 1.602% 2030 Notes: 2.169% Optional Redemption: 2023 Notes: Make-whole redemption at Treasury plus 15 bps at any time 2025 Notes: Prior to April 1, 2025: Make-whole redemption at Treasury plus 20 bps On or after April 1, 2025: Redemption at par 2030 Notes: Prior to February 1, 2030: Make-whole redemption at Treasury plus 25 bps On or after February 1, 2030: Redemption at par Settlement Date (T+2): May 1, 2020 CUSIP/ISIN: 2023 Notes: CUSIP Number: 718172 CQ0 ISIN Number: US718172CQ07 2025 Notes: CUSIP Number: 718172 CN7 ISIN Number: US718172CN75 2030 Notes: CUSIP Number: 718172 CP2 ISIN Number: US718172CP24 Listing: None Joint Book-Running Managers: Banca IMI S.p.A. BBVA Securities Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Xxxxxxx Sachs & Co. LLC Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. Co-Managers: Bo...
Sample 1

Related to Offering Format

  • Offering Process In connection with the Offering, each of the Co-Managers will:

  • Offering Notice Except for (a) options to purchase Common Stock or restricted stock which may be issued pursuant to a Stock Option Plan, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities of the Company issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise), approved by the Board of Directors in accordance with the terms of this Agreement, by the Company of another Person, (e) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares of preferred stock of the Company, if any ((a)-(g) being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities or Debt Securities of the Company (collectively, “New Securities”) to any Person (the “Subject Purchaser”), then the Company shall offer such New Securities to each of the Initial Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares (each, a “Preemptive Rightholder”, and collectively, the “Preemptive Rightholders”) by sending written notice (the “New Issuance Notice”) to the Preemptive Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “Proposed Price”). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived or shall have expired.

  • Offering Services The Manager shall manage and supervise:

  • Offering Materials Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to each Closing Date, any offering material in connection with the offering and sale of the Securities other than the Time of Sale Disclosure Package.

  • Press Release; Public Offering Materials Disclose the name of Agent or any Lender in any press release or in any prospectus, proxy statement or other materials filed with any governmental entity relating to a public offering of the capital stock of any Loan Party except as may be required by law.

  • Offering Materials Furnished to Underwriters The Company has delivered to the Representatives three complete conformed copies of the Registration Statement and of each consent and certificate of experts filed as a part thereof, and conformed copies of the Registration Statement (without exhibits) and preliminary prospectuses and the Prospectus, as amended or supplemented, in such quantities and at such places as the Representatives have reasonably requested for each of the Underwriters.

  • Valid Offering Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

  • Offering by Underwriters It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus.

  • Offering Communications; Free Writing Prospectuses (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the Underwriter shall not convey or deliver any written communication, as defined in Rule 405 under the Act (a "Written Communication"), to any person in connection with the initial offering of the Certificates, unless such Written Communication (i) is made in reliance on and in conformity with Rule 134 under the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iii) constitutes a "free writing prospectus," as defined in Rule 405 under the Act (a "Free Writing Prospectus"). Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of WFASC, which may be withheld in its sole discretion, the Underwriter shall not convey or deliver in connection with the initial offering of the Certificates, any Free Writing Prospectus unless such Free Writing Prospectus contains only ABS Informational and Computational Material, as defined in Item 1101(a) of Regulation AB under the Act ("ABS Informational and Computational Material"); provided however, that any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the Certificates. The Underwriter shall not convey or deliver any ABS Informational and Computational Material in reliance on Rules 167 and 426 under the Act. Any Free Writing Prospectus prepared by or on behalf of the Underwriter is referred to as an "Underwriter Free Writing Prospectus."

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