Preliminary Offering Memorandum. The Preliminary Offering Memorandum, as of its date, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use in any Preliminary Offering Memorandum, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.
Preliminary Offering Memorandum. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Memorandum. All references to dollar amounts are references to U.S. dollars. Issuer: Team, Inc. (“TISI”) Ticker / Exchange: TISI / The New York Stock Exchange (“NYSE”) Title of Securities: 5.00% Convertible Senior Notes due 2023 (the “Notes”) Aggregate Principal Amount of Notes Offered: $200,000,000 (increased from $175,000,000) Offering Price: The Notes will be issued at a price of 100% of their principal amount, plus accrued interest, if any, from July 31, 2017. Initial Purchasers’ Option to Purchase Additional Notes: $30,000,000 aggregate principal amount of Notes Interest Rate: The Notes will bear interest at a rate equal to 5.00% per year from July 31, 2017. Interest Payment Dates: February 1 and August 1 of each year, beginning on February 1, 2018 Maturity Date: August 1, 2023, unless earlier repurchased, redeemed or converted NYSE Last Reported Sale Price of TISI common stock on July 25, 2017: $15.50 per share Conversion Premium: 40% above the NYSE Last Reported Sale Price of TISI common stock on July 25, 2017 Initial Conversion Rate: 46.0829 shares of TISI common stock per $1,000 principal amount of Notes Initial Conversion Price: Approximately $21.70 per share of TISI common stock Settlement Upon Conversion: Conversions of the Notes will be settled in cash, shares of TISI common stock or a combination thereof, at TISI’s election. Trade Date: July 26, 2017 Settlement Date: July 31, 2017 Joint Book-running Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC Co-Managers: BB&T Capital Markets, a division of BB&T Securities, LLC BBVA Securities Inc. CUSIP Number: 878155 AD2 ISIN: US878155AD23 Optional Redemption: TISI may not redeem the Notes prior to August 5, 2021. TISI may redeem for cash all or any portion of the Notes, at its option, on or after August 5, 2021 if the last reported sale price of TISI common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which TISI provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which TISI provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unp...
Preliminary Offering Memorandum. The Preliminary Offering Memorandum, as of its date, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives expressly for use in any Preliminary Offering Memorandum, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.
Preliminary Offering Memorandum. The preliminary offering memorandum, dated ------------------------------- June 25, 1997, relating to the Company, the Depositary Shares, and the Series D Preferred Stock.
Preliminary Offering Memorandum. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Memorandum. All references to dollar amounts are references to U.S. dollars. Issuer: Penn Virginia Corporation Ticker: PVA (The “New York Stock Exchange”) Title of Securities: Depositary shares (the “Depositary Shares”) each representing a 1/100th interest in a share of 6.00% Convertible Perpetual Preferred Stock, Series B (“Series B Convertible Preferred Stock”) Issue Size: 2,750,000 Depositary Shares (or 3,250,000 Depositary Shares if the initial purchasers exercise their over-allotment option in full) Liquidation Preference per Share: $10,000.00 per share of Series B Convertible Preferred Stock (equivalent to $100.00 per Depositary Share)
Preliminary Offering Memorandum. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Memorandum. All references to dollar amounts are references to U.S. dollars. Xxxxx.xxx
Preliminary Offering Memorandum. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Memorandum. All references to dollar amounts are references to U.S. dollars. Issuer: Pattern Energy Group Inc. (The NASDAQ Global Select Market (“Nasdaq”): PEGI / Toronto Stock Exchange: PEG ) (the “Issuer”) Title of securities: 4.00% Convertible Senior Notes due 2020 (the “notes”) Aggregate principal amount offered: $225,000,000 aggregate principal amount of notes Over-allotment option: Up to an additional $33,750,000 aggregate principal amount of notes Use of proceeds: The Issuer estimates that the net proceeds from the offering of notes will be approximately $218.8 million (or $251.8 million if the initial purchasers exercise their over-allotment option in full), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by the Issuer. The Issuer also expects that it will receive net proceeds from the concurrent offering (as defined below) of approximately $120.2 million (or $138.4 million if the underwriters of that offering exercise their over-allotment option to purchase additional Class A shares in full), after deducting underwriting discounts and commissions and estimated offering expenses payable by the Issuer in connection with that offering. The Issuer intends to use approximately $95.0 million of the aggregate net proceeds from the offering of notes and from the concurrent offering to repay a portion of the amounts drawn under the Issuer’s revolving credit facility to finance the acquisitions of the Issuer’s interests in the K2 Acquisition, the Lost Creek Acquisition and the Post Rock Acquisition. In addition, the Issuer plans to use approximately $85.8 million to fund the acquisition of the noncontrolling interests in the Gulf Wind project and approximately $154.1 million for the prepayment of the outstanding balance of the Gulf Wind project’s term loan facility. The Issuer intends to use the remaining net proceeds for general corporate purposes. See “Use of Proceeds” in the Preliminary Offering Memorandum. Maturity date: July 15, 2020 Interest rate: 4.00% per annum, accruing from the settlement date Issue price: The notes will be issued at a price of 100% of their principal amount, plus accrued interest, if any, from the settlement date Interest payment dates: Each January 15 and July 15, beginning on January 15, 2016 Initial conversion rate: 35.4925 Class A shares per $1,000 princ...
Preliminary Offering Memorandum. All references to dollar amounts are references to U.S. dollars. References to American Depositary Shares (“ADSs”) are to ADSs of the Issuer. GENERAL Issuer CEMEX, S.A.B. de C.V. Sole Book-Running Manager and Initial Purchaser Citigroup Global Markets Inc. Use of Proceeds The Issuer will only receive proceeds from the offering of the Contingent Convertible Units to the extent that Note Purchase Contracts are exercised on the Note Purchase Date. Assuming the Note Purchase Contracts are fully exercised on the Note Purchase Date, the estimated net proceeds to the Issuer from this offering, after deducting the initial purchaser’s commissions and estimated offering expenses will be approximately U.S.$196 million. The Issuer intends to use the net proceeds from this offering, together with available cash, if necessary, to repay in full the amount outstanding under the Issuer’s Existing Notes that matures without conversion. NYSE Last Reported Sale Price on September 25, 2014 U.S.$13.14 per ADS Governing law New York THE CONTINGENT CONVERTIBLE UNITS Security Description Contingent Convertible Units, each consisting of: • a Note Purchase Contract; and • an undivided beneficial ownership in Treasury Securities and Excess Initial Proceeds, if any, held in the Securities Account collateralizing the Contingent Convertible Unit holder’s obligation to purchase the Notes on the Note Purchase Date Stated Amount $1,000 per Contingent Convertible Unit Amount Offered 200,000 Contingent Convertible Units Offering price $1,000 per Contingent Convertible Unit, plus accrued Contract Payments, if any, from October 3, 2014 Note Purchase Contracts Under the Note Purchase Contracts, holders of Contingent Convertible Units agree to purchase from the Issuer, and the Issuer agrees to sell to the holders of the Contingent Convertible Units, the Notes on the Note Purchase Date if the Note Purchase Contracts are exercised Note Purchase Date March 13, 2015 Exercise Amount The aggregate stated principal amount of Contingent Convertible Units in respect of which Note Purchase Contracts will be exercised will be based on the principal amount of the Existing Notes that matures without conversion: • if less than $100 million principal amount of Existing Notes matures without conversion, the Exercise Amount will be zero; • if from U.S.$100 million to, and including, U.S.$200 million aggregate principal amount of Existing Notes matures without conversion, the Exercise Amount will be equal to the ...
Preliminary Offering Memorandum setting forth information regarding the Xxxx in the Box Parties and the Offered Notes, (ii) the investor presentation attached hereto as Exhibit 1 (the "Investor Presentation"), (iii) a pricing term sheet substantially in the form attached hereto as Schedule II (the "Pricing Term Sheet") setting forth the terms of the Offered Notes and certain other information omitted from the Preliminary Offering Memorandum and (iv) a final offering memorandum to be dated prior to the Closing Date (as amended or supplemented, the "Final Offering Memorandum"), setting forth information regarding the Xxxx in the Box Parties and the Offered Notes. The Preliminary Offering Memorandum, the Pricing Term Sheet, the documents and other communications listed on Schedule III hereto and the Investor Presentation are collectively referred to as the "Pricing Disclosure Package". The Xxxx in the Box Parties hereby confirm that they have authorized the use of the Pricing Disclosure Package and the Final Offering Memorandum in connection with the offering and resale of the Offered Notes by the Initial Purchasers. "Applicable Time" means 2:04 p.m., New York City time, on the date of this Agreement.
Preliminary Offering Memorandum. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Memorandum. All references to dollar amounts are references to U.S. dollars. Issuer: XXXX Financial Partners, L.P. (“XXXX OP”) Title of Notes: 8.0% Exchangeable Senior Notes due 2016 (the “Notes”) Guarantee: Payments on the Notes will be fully and unconditionally guaranteed on an unsecured and unsubordinated basis by XXXX Financial Corp., XXXX OP’s parent company Aggregate principal amount of Notes offered: $50,000,000 principal amount of Notes Option to purchase additional Notes: $7,500,000 principal amount of Notes Annual interest rate: The Notes will bear interest at a rate equal to 8.0% per annum from November 25, 2013. Ticker / Exchange for XXXX Financial Corp.: ZFC / The New York Stock Exchange (“NYSE”) NYSE Last Reported Sale Price on November 19, 2013: $16.55 per share of XXXX Financial Corp.’s common stock Exchange premium: Approximately 15% above the NYSE Last Reported Sale Price on November 19, 2013 Initial exchange price: Approximately $19.03 per share of XXXX Financial Corp.’s common stock Initial exchange rate: 52.5417 shares of XXXX Financial Corp.’s common stock per $1,000 principal amount of Notes. Interest payment dates: May 15 and November 15, commencing May 15, 2014 Maturity date: November 15, 2016 Bookrunner: Credit Suisse Securities (USA) LLC Trade date: November 20, 2013 Settlement date: November 25, 2013 CUSIP: 98886L AA4 ISIN: US98886LAA44 Share Cap: To the extent the aggregate number of shares XXXX Financial Corp. would be required to deliver upon any exchange, when taken together with shares delivered upon previous exchanges, if any, exceeds the “aggregate share cap,” which is the maximum number of shares XXXX Financial Corp. may issue without stockholder approval pursuant to NYSE listing requirements and which, as of November 19, 2013, was 1,779,560 shares (including, as part of outstanding shares of common stock, OP units held by limited partners), XXXX OP will deliver cash in respect of any shares in excess of the aggregate share cap based on a daily exchange value calculated on a proportionate basis for each trading day of the 40 trading day averaging period. Adjustment to exchange rate upon a make-whole fundamental change: The table below sets forth the number of additional shares of the XXXX Financial Corp.’s common stock, if any, to be added to the exchange rate per $1,000 principal amount of Notes that are ...
