Organization, Acquisition, and Description of Business Sample Clauses

Organization, Acquisition, and Description of Business. On February 28, 2001, Ripplewood Chemical Holdings LLC (Holdings and, together with its subsidiaries, unless otherwise indicated, are collectively referred to as we, our, ours, and us) purchased the KRATON Polymers Business from the Royal Dutch/Shell Group of Companies (Shell) (the Transaction). The Transaction was financed through (i) an equity investment of $141.7 million from us, (ii) borrowings under senior credit facilities at KRATON Polymers LLC, our wholly owned subsidiary (KRATON), and (iii) the offering by KRATON and one of its wholly owned subsidiaries of senior subordinated notes. KRATON’s senior credit facilities consist of a six-year, $50 million revolving credit facility and an eight-year, $300 million term loan facility. The senior subordinated notes (Notes) were sold by KRATON in the aggregate principal amount of $110 million. We financed our equity investment through the sale of $40 million of Class A Preferred Units (the Class A Units or the Preferred Equity Interests) and $101.7 million of Class B Units (the Class B Units), $15 million of which was issued to Shell as part of the consideration for the Transaction. The sources and uses of funds for the Transaction were as follows (amounts in millions): Sources: Revolving loans $ 10.0 Term loans 300.0 Notes 110.0 Class A and B Units, net of fees and expenses 139.6 Total sources $ 559.6 Uses: Purchase of business $ 520.0 Initial working capital 5.0 Fees and expenses 34.6 Total uses $ 559.6 6 (Continued) RIPPLEWOOD CHEMICAL HOLDINGS LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2002 and 2001 The Transaction was accounted for under the purchase method of accounting. Accordingly, the purchase price has been allocated to the fair value of the assets and liabilities acquired as of the date of acquisition. The purchase price allocation included an allocation of approximately $44.2 million to reflect the fair value of inventory and a write-down to the historical book value of property, plant, and equipment. The unaudited summarized pro forma balance sheet as of February 28, 2001 follows (amounts in millions): Current assets $ 338.7 Property, plant, and equipment 295.6 Other assets 29.6 Total assets $ 663.9 Current liabilities $ 100.7 Long-term debt 409.6 Other long-term liabilities 3.6 Members’ equity 150.0 $ 663.9 We manufacture styrenic block copolymers, or SBCs, at our manufacturing facilities in six countries: Belpre, Ohio; Wesseling, Germany; Berre, France; Perni...
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Related to Organization, Acquisition, and Description of Business

  • Organization and Capitalization The organizational structure and pro-forma capitalization of the Obligors, after giving effect to the Transactions, as set forth on Schedule 7.20 shall be reasonably satisfactory to the Administrative Agent.

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Fundamental Changes and Acquisitions Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except:

  • Liquidations, Mergers, Consolidations, Acquisitions Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that

  • Organization and Business; Power and Authority; Effect of Transaction (a) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.

  • Investments and Acquisitions The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

  • Certain Accounting Changes; Organizational Documents (a) Change its Fiscal Year end, or make any change in its accounting treatment and reporting practices except as required by GAAP, as set forth in Section 13.9 or as recommended by the Securities Exchange Commission or the Public Company Accounting Oversight Board or (b) amend, modify or change its articles of incorporation (or corporate charter or other similar organizational documents) or amend, modify or change its bylaws (or other similar documents) in any manner adverse in any respect to the rights or interests of the Lenders.

  • Mergers; Consolidations; Acquisitions Merge or consolidate, or permit any Subsidiary of Borrower to merge or consolidate, with any Person; nor acquire, nor permit any of its Subsidiaries to acquire, all or any substantial part of the Properties of any Person.

  • TRANSACTIONS IN CAPITAL STOCK, ORGANIZATION ACCOUNTING Except for the Other Agreements and except as set forth in the Draft Registration Statement, (i) no option, warrant, call, conversion right or commitment of any kind exists which obligates Home or Newco to issue any of their respective authorized but unissued capital stock; and (ii) neither Home nor Newco has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof. Schedule 6.4 also includes complete and accurate copies of all stock option or stock purchase plans, including a list, accurate as of the date hereof, of all outstanding options, warrants or other rights to acquire shares of the stock of Home.

  • Merger, Consolidation, Acquisition and Sale of Assets (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.

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