Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs at any time, then the Issuers or the Parent Guarantor shall make an offer (a “Change of Control Offer”) to each Holder to purchase such Holder’s Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Purchase Date”) (subject to the rights of holders of record on relevant regular Record Dates that are prior to the Change of Control Purchase Date to receive interest due on an Interest Payment Date). (b) Within 30 days following any Change of Control, the Issuers or the Parent Guarantor shall: (i) cause a notice of the Change of Control Offer to be: (A) delivered to holders of the Notes electronically or mailed by first-class mail, postage prepaid; and (B) if at the time of such notice the Notes are listed on Euronext Dublin and the rules of Euronext Dublin so require, published in The Irish Times (or another leading newspaper of general circulation in Ireland or, to the extent and in the manner permitted by the rules of Euronext Dublin, posted on the official website of Euronext Dublin); and (ii) send notice of the Change of Control Offer by first‑class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Security Register, which notice shall state: (A) that a Change of Control has occurred, and the date it occurred; (B) the circumstances and relevant facts regarding such Change of Control (including, but not limited to, applicable information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); (C) the Change of Control Purchase Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 10 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act and any applicable securities laws or regulations; (D) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date unless the Change of Control Purchase Price is not paid; (E) that any Note (or part thereof) not tendered shall continue to accrue interest; and (F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance (which procedures may also be performed at the office of the paying agent in Ireland as long as the Notes are listed on Euronext Dublin). (c) On the Change of Control Purchase Date, the Issuers shall, to the extent lawful: (i) accept for payment all Notes or portions thereof (equal to, in the case of Dollar Notes, $200,000 or an integral multiple of $1,000 in excess thereof, and, in the case of Euro Notes, €100,000 or an integral multiple of €1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Issuers or the Parent Guarantor will publicly announce the results of the Change of Control Offer on, or as soon as practical after, the Change of Control Purchase Date. (d) The Paying Agent shall promptly mail to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer an amount equal to the Change of Control Purchase Price for such Notes and the Trustee shall itself or via the authenticating agent promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Euro Note shall be in a principal amount of €100,000 and in integral multiples of €1,000 in excess thereof and each such new Dollar Note shall be in a principal amount of $200,000 and in integral multiples of $1,000 in excess thereof. (e) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, 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 pursuant to the Change of Control Offer. (f) Neither the Issuers nor the Parent Guarantor shall be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control (g) The Issuers and the Parent Guarantor shall comply with the applicable tender offer rules, including Rule 14e-l under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuers and the Parent Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Indenture by virtue of such conflict. (h) Notwithstanding anything to the contrary contained in this Section 4.11, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Samples: Indenture (Ardagh Group S.A.)
Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs at any time, then the Issuers or the Parent Guarantor shall make an offer (a “Change of Control Offer”) to each Holder to purchase such Holder’s Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Purchase Date”) (subject to the rights of holders of record on relevant regular Record Dates that are prior to the Change of Control Purchase Date to receive interest due on an Interest Payment Date).
(b) Within 30 days following any Change of Control, the Issuers or the Parent Guarantor shall:
(i) cause a notice of the Change of Control Offer to be:
(A) delivered to holders of the Notes electronically or mailed by first-class mail, postage prepaid; and
(B) if at the time of such notice the Notes are listed on Euronext Dublin the Irish Stock Exchange and the rules of Euronext Dublin the Irish Stock Exchange so require, published in The Irish Times (or another leading newspaper of general circulation in Ireland or, to the extent and in the manner permitted by the rules of Euronext Dublinthe Irish Stock Exchange, posted on the official website of Euronext Dublinthe Irish Stock Exchange (xxx.xxx.xx)); and
(ii) send notice of the Change of Control Offer by first‑class first-class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Security Register, which notice shall state:
(A) that a Change of Control has occurred, and the date it occurred;
(B) the circumstances and relevant facts regarding such Change of Control (including, but not limited to, applicable information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control);
(C) the Change of Control Purchase Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 10 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act and any applicable securities laws or regulations;
(D) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date unless the Change of Control Purchase Price is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance (which procedures may also be performed at the office of the paying agent in Ireland as long as the Notes are listed on Euronext Dublinthe Irish Stock Exchange).
(c) On the Change of Control Purchase Date, the Issuers shall, to the extent lawful:
(i) accept for payment all Notes or portions thereof (equal to, in the case of Dollar Notes, to $200,000 or an integral multiple of $1,000 in excess thereof, and, in the case of Euro Notes, €100,000 or an integral multiple of €1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Issuers or the Parent Guarantor will publicly announce the results of the Change of Control Offer on, or as soon as practical after, the Change of Control Purchase Date.
(d) The Paying Agent shall promptly mail to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer an amount equal to the Change of Control Purchase Price for such Notes and the Trustee shall itself or via the authenticating agent promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Euro Note shall be in a principal amount of €100,000 and in integral multiples of €1,000 in excess thereof and each such new Dollar Note shall be in a principal amount of $200,000 and in integral multiples of $1,000 in excess thereof.
(e) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, 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 pursuant to the Change of Control Offer.
(f) Neither the Issuers nor the Parent Guarantor shall be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of ControlControl Offer made by the Issuers or the Parent Guarantor and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(g) The Issuers and the Parent Guarantor shall comply with the applicable tender offer rules, including Rule 14e-l under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuers and the Parent Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Indenture by virtue of such conflict.
(h) Notwithstanding anything to the contrary contained in this Section 4.11, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs at any timeoccurs, then unless the Issuers Company has previously or concurrently mailed a redemption notice with respect to all the Parent Guarantor shall outstanding Notes pursuant to Section 3.07 hereof, the Company will make an a written offer to purchase all of the Notes pursuant to the offer described below (a “the "Change of Control Offer”") to each Holder to purchase such Holder’s Notes, at a purchase price in cash (the “"Change of Control Purchase Price”") in cash in an amount equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Purchase Date”) (subject to the rights of holders of record on relevant regular Record Dates that are prior to the Change of Control Purchase Date to receive interest due on an Interest Payment Date)purchase.
(b) Within 30 days following any The Change of Control, the Issuers or the Parent Guarantor shall:
Control Offer (i) cause a notice will be sent by the Company, (A) in the case of Global Notes, through the facilities of Euroclear and Clearstream and (B) in the case of Certificated Notes, by first class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Change of Control Offer to be:
and (A) delivered to holders of the Notes electronically or mailed by first-class mail, postage prepaid; and
(Bii) if at the time of such notice the and for so long as any Notes are listed on Euronext Dublin the Official List of the Irish Stock Exchange and the rules of Euronext Dublin the Irish Stock Exchange so require, will be published by the Company in The Irish Times (or another a leading newspaper of general circulation in Ireland (which is expected to be The Irish Times) or, to the extent and in the manner permitted by the rules of Euronext Dublinsuch rules, posted on the official website of Euronext Dublinthe Irish Stock Exchange (xxx.xxx.xx); and
, in the case of each of clauses (i) and (ii), offering to purchase all of the Notes at the purchase price set forth in such Change of Control Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Change of Control Offer shall specify an expiration date (the "Change of Control Expiration Date") send notice which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Change of Control Offer and a settlement date (the "Change of Control Purchase Date") for purchase of Notes within five Business Days after the Change of Control Expiration Date. The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee), in the case of Global Notes, through the facilities of Euroclear and Clearstream, and, in the case of Certificated Notes, prior to the mailing of the Change of Control Offer of the Company's obligation to make a Change of Control Offer, and the Change of Control Offer shall be mailed by first‑class mailthe Company or, with a copy at the Company's request, by the Trustee in the name and at the expense of the Company. The Change of Control Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Trustee, to each Holder to the address Change of such Holder appearing in the Security Register, which notice Control Offer. The Change of Control Offer shall also state:
(A1) that a the Section of this Indenture pursuant to which the Change of Control has occurred, and the date it occurredOffer is being made;
(B2) the circumstances and relevant facts regarding such Change of Control Expiration Date and the Change of Control Purchase Date;
(including, but not limited to, applicable information with respect 3) the aggregate principal amount of the outstanding Notes offered to pro forma historical income, cash flow and capitalization after giving effect be purchased pursuant to the Change of Control)Control Offer;
(C4) the Change of Control Purchase Price to be paid by the Company for each €1,000 principal amount of Notes accepted for payment (as specified pursuant to this Indenture);
(5) that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a minimum principal amount of €100,000 (and integral multiples of €1,000 in excess thereof);
(6) the place or places where Notes are to be surrendered for tender pursuant to the Change of Control Offer, if applicable;
(7) that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Purchase Date, which shall be a Business Day no earlier than 10 days nor later than 60 days from but that any Note not tendered or tendered but not purchased by the date such notice is mailed, or such later date as is necessary Company pursuant to comply with requirements under the Exchange Act and any applicable securities laws or regulationsChange of Control Offer will continue to accrue interest at the same rate;
(D) that any 8) that, on the Change of Control Purchase Date, the Change of Control Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Change of Control Offer shall cease Offer;
(9) that each Holder electing to accrue interest after tender a Note pursuant to the Change of Control Purchase Offer will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in the Change of Control Offer prior to the close of business on the Change of Control Expiration Date unless (such Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);
(10) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its paying agent) receives, not later than the close of business on the Change of Control Expiration Date, a facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate numbers of the Notes the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;
(11) that, if Notes are duly tendered and not withdrawn pursuant to the Change of Control Offer, the Company shall purchase all such Notes; and
(12) if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.
(c) A Change of Control Offer shall be deemed to have been made by the Company with respect to the Notes if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences a Change of Control Offer for all outstanding Notes at the Change of Control Purchase Price is not paid;
(E) provided that the running of such 60-day period shall be suspended, for up to a maximum of 30 days, during any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a period when the commencement of such Change of Control Offer is delayed or suspended by reason of any court's or governmental authority's review of or ruling on any materials being employed by the Company to withdraw effect such acceptance (which procedures may also be performed at the office Change of the paying agent in Ireland as Control Offer, so long as the Notes are listed on Euronext Dublin).
(c) On the Company has used and continues to use its commercially reasonable efforts to make and conclude such Change of Control Purchase Date, the Issuers shall, to the extent lawful:
Offer promptly) and (iii) accept for payment all Notes or portions thereof (equal to, in the case of Dollar Notes, $200,000 or an integral multiple of $1,000 in excess thereof, and, in the case of Euro Notes, €100,000 or an integral multiple of €1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(ii) deposit with Offer are purchased on the Paying Agent an amount equal to the Change terms of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Issuers or the Parent Guarantor will publicly announce the results of the Change of Control Offer on, or as soon as practical after, the Change of Control Purchase Date.
(d) The Paying Agent shall promptly mail to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer an amount equal to the Change of Control Purchase Price for such Notes and the Trustee shall itself or via the authenticating agent promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Euro Note shall be in a principal amount of €100,000 and in integral multiples of €1,000 in excess thereof and each such new Dollar Note shall be in a principal amount of $200,000 and in integral multiples of $1,000 in excess thereof.
(e) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, 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 pursuant to the Change of Control Offer.
(fd) Neither the Issuers nor the Parent Guarantor shall be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance The Company will comply with the requirements set forth herein applicable to a Change of Control
(g) The Issuers and the Parent Guarantor shall comply with the applicable tender offer rules, including Rule 14e-l 14e-1 under the Exchange Act, Act and any other applicable securities laws and regulations thereunder and all Regulatory Requirements, in each case to the extent such laws, regulations or Regulatory Requirements are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws laws, regulations or regulations Regulatory Requirements conflict with the provisions of this Indenture, the Issuers and the Parent Guarantor shall Company will comply with the applicable securities laws and regulations and Regulatory Requirements and shall not be deemed not to have breached their its obligations under described in this Indenture by virtue of such conflictthereof.
(he) Notwithstanding anything The Company will not be required to make a Change of Control Offer with respect to the contrary contained Notes upon a Change of Control if (i) a third party makes such Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements of this Indenture and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to Section 4.11, a 3.07 hereof.
(f) A Change of Control Offer may be made in advance of a Change of Control, conditioned conditional upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching the Change of Control Offer.
(g) On the Change of Control Purchase Date, the Company will, to the extent permitted by law:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation of the Notes so accepted together with an Officers' Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.
(h) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 15 days nor more than 60 days' prior notice, provided that such notice is given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase on a date (the "Second Change of Control Payment Date") at the Change of Control Purchase Price in respect of the Second Change of Control Payment Date.
(i) If and for so long as any Notes are listed on the Official List of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, the Company will publish a public announcement with respect to the results of any Change of Control Offer in a leading newspaper of general circulation in Ireland (which is madeexpected to be The Irish Times) or, to the extent and in the manner permitted by such rules, post such announcement on the official website of the Irish Stock Exchange (xxx.xxx.xx).
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs at any time, then the Issuers or the Parent Guarantor shall make an offer (a “Change of Control Offer”) to each Holder to purchase such Holder’s Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Purchase Date”) (subject to the rights of holders of record on relevant regular Record Dates that are prior to the Change of Control Purchase Date to receive interest due on an Interest Payment Date).
(b) Within 30 days following any Change of Control, the Issuers or the Parent Guarantor shall:
(i) cause a notice of the Change of Control Offer to be:
(A) delivered to holders of the Notes electronically or mailed by first-class mail, postage prepaid; and
(B) if at the time of such notice the Notes are listed on Euronext Dublin and the rules of Euronext Dublin so require, published in The Irish Times (or another leading newspaper of general circulation in Ireland or, to the extent and in the manner permitted by the rules of Euronext Dublin, posted on the official website of Euronext Dublin); and
(ii) send notice of the Change of Control Offer by first‑class first-class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Security Register, which notice shall state:
(A) that a Change of Control has occurred, and the date it occurred;
(B) the circumstances and relevant facts regarding such Change of Control (including, but not limited to, applicable information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control);
(C) the Change of Control Purchase Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 10 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act and any applicable securities laws or regulations;
(D) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date unless the Change of Control Purchase Price is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance (which procedures may also be performed at the office of the paying agent in Ireland as long as the Notes are listed on Euronext Dublin).
(c) On the Change of Control Purchase Date, the Issuers shall, to the extent lawful:
(i) accept for payment all Notes or portions thereof (equal to, in the case of Dollar Notes, to $200,000 or an integral multiple of $1,000 in excess thereof, and, in the case of Euro Notes, €100,000 or an integral multiple of €1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Issuers or the Parent Guarantor will publicly announce the results of the Change of Control Offer on, or as soon as practical after, the Change of Control Purchase Date.
(d) The Paying Agent shall promptly mail to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer an amount equal to the Change of Control Purchase Price for such Notes and the Trustee shall itself or via the authenticating agent promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Euro Note shall be in a principal amount of €100,000 and in integral multiples of €1,000 in excess thereof and each such new Dollar Note shall be in a principal amount of $200,000 and in integral multiples of $1,000 in excess thereof.
(e) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, 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 pursuant to the Change of Control Offer.
(f) Neither the Issuers nor the Parent Guarantor shall be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of ControlControl Offer made by the Issuers or the Parent Guarantor and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(g) The Issuers and the Parent Guarantor shall comply with the applicable tender offer rules, including Rule 14e-l under the Exchange Act, and any other applicable securities laws and regulations (including those of Ireland) in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuers and the Parent Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Indenture by virtue of such conflict.
(h) Notwithstanding anything to the contrary contained in this Section 4.11, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Samples: Indenture (Ardagh Group S.A.)
Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs at any timeoccurs, then unless the Issuers Company has previously or concurrently mailed (or sent electronically to Euroclear and Clearstream, in the Parent Guarantor shall case of Global Notes) a redemption notice with respect to all the outstanding Notes pursuant to Section 3.07 hereof, the Company will make an a written offer to purchase all of the Notes pursuant to the offer described below (a “the "Change of Control Offer”") to each Holder to purchase such Holder’s Notes, at a purchase price in cash (the “"Change of Control Purchase Price”") in cash in an amount equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, to to, but not including, the date of purchase (the “Change of Control Purchase Date”) (subject to the rights of holders of record on relevant regular Record Dates that are prior to the Change of Control Purchase Date to receive interest due on an Interest Payment Date)purchase.
(b) Within 30 days following any The Change of Control, the Issuers or the Parent Guarantor shall:
Control Offer (i) cause a notice will be sent by the Company, (A) in the case of Global Notes, through the facilities of Euroclear and Clearstream and (B) in the case of Certificated Notes, by first class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Change of Control Offer to be:
and (A) delivered to holders of the Notes electronically or mailed by first-class mail, postage prepaid; and
(Bii) if at the time of such notice the and for so long as any Notes are listed on Euronext Dublin the Official List of the Irish Stock Exchange and the rules of Euronext Dublin the Irish Stock Exchange so require, will be published by the Company in The Irish Times (or another a leading newspaper of general circulation in Ireland (which is expected to be The Irish Times) or, to the extent and in the manner permitted by the rules of Euronext Dublinsuch rules, posted on the official website of Euronext Dublinthe Irish Stock Exchange (xxx.xxx.xx); and
, in the case of each of clauses (i) and (ii), offering to purchase all of the Notes at the purchase price set forth in such Change of Control Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Change of Control Offer shall specify an expiration date (the "Change of Control Expiration Date") send notice which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of delivery of such Change of Control Offer and a settlement date (the "Change of Control Purchase Date") for purchase of Notes within five Business Days after the Change of Control Expiration Date. The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee), in the case of Global Notes, through the facilities of Euroclear and Clearstream, and, in the case of Certificated Notes, prior to the mailing of the Change of Control Offer of the Company's obligation to make a Change of Control Offer, and the Change of Control Offer shall be mailed by first‑class mailthe Company or, with a copy at the Company's written request, by the Trustee in the name and at the expense of the Company. The Change of Control Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Trustee, to each Holder to the address Change of such Holder appearing in the Security Register, which notice Control Offer. The Change of Control Offer shall also state:
(A1) that a the Section of this Indenture pursuant to which the Change of Control has occurred, and the date it occurredOffer is being made;
(B2) the circumstances and relevant facts regarding such Change of Control Expiration Date and the Change of Control Purchase Date;
(including, but not limited to, applicable information with respect 3) the aggregate principal amount of the outstanding Notes offered to pro forma historical income, cash flow and capitalization after giving effect be purchased pursuant to the Change of Control)Control Offer;
(C4) the Change of Control Purchase Price to be paid by the Company for each €1,000 principal amount of Notes accepted for payment (as specified pursuant to this Indenture);
(5) that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a minimum principal amount of €100,000 (and integral multiples of €1,000 in excess thereof);
(6) the place or places where Notes are to be surrendered for tender pursuant to the Change of Control Offer, if applicable;
(7) that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Purchase Date, which shall be a Business Day no earlier than 10 days nor later than 60 days from but that any Note not tendered or tendered but not purchased by the date such notice is mailed, or such later date as is necessary Company pursuant to comply with requirements under the Exchange Act and any applicable securities laws or regulationsChange of Control Offer will continue to accrue interest at the same rate;
(D) that any 8) that, on the Change of Control Purchase Date, the Change of Control Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Change of Control Offer shall cease Offer;
(9) that each Holder electing to accrue interest after tender a Note pursuant to the Change of Control Purchase Offer will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in the Change of Control Offer prior to the close of business on the Change of Control Expiration Date unless (such Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);
(10) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its paying agent) receives, not later than the close of business on the Change of Control Expiration Date, a facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate numbers of the Notes the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;
(11) that, if Notes are duly tendered and not withdrawn pursuant to the Change of Control Offer, the Company shall purchase all such Notes; and
(12) if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.
(c) A Change of Control Offer shall be deemed to have been made by the Company with respect to the Notes if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences a Change of Control Offer for all outstanding Notes at the Change of Control Purchase Price is not paid;
(E) provided that the running of such 60-day period shall be suspended, for up to a maximum of 30 days, during any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a period when the commencement of such Change of Control Offer is delayed or suspended by reason of any court's or governmental authority's review of or ruling on any materials being employed by the Company to withdraw effect such acceptance (which procedures may also be performed at the office Change of the paying agent in Ireland as Control Offer, so long as the Notes are listed on Euronext Dublin).
(c) On the Company has used and continues to use its commercially reasonable efforts to make and conclude such Change of Control Purchase Date, the Issuers shall, to the extent lawful:
Offer promptly) and (iii) accept for payment all Notes or portions thereof (equal to, in the case of Dollar Notes, $200,000 or an integral multiple of $1,000 in excess thereof, and, in the case of Euro Notes, €100,000 or an integral multiple of €1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(ii) deposit with Offer are purchased on the Paying Agent an amount equal to the Change terms of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Issuers or the Parent Guarantor will publicly announce the results of the Change of Control Offer on, or as soon as practical after, the Change of Control Purchase Date.
(d) The Paying Agent shall promptly mail to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer an amount equal to the Change of Control Purchase Price for such Notes and the Trustee shall itself or via the authenticating agent promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Euro Note shall be in a principal amount of €100,000 and in integral multiples of €1,000 in excess thereof and each such new Dollar Note shall be in a principal amount of $200,000 and in integral multiples of $1,000 in excess thereof.
(e) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, 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 pursuant to the Change of Control Offer.
(fd) Neither the Issuers nor the Parent Guarantor shall be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance The Company will comply with the requirements set forth herein applicable to a Change of Control
(g) The Issuers and the Parent Guarantor shall comply with the applicable tender offer rules, including Rule 14e-l 14e-1 under the Exchange Act, Act and any other applicable securities laws and regulations thereunder and all Regulatory Requirements, in each case to the extent such laws, regulations or Regulatory Requirements are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws laws, regulations or regulations Regulatory Requirements conflict with the provisions of this Indenture, the Issuers and the Parent Guarantor shall Company will comply with the applicable securities laws and regulations and Regulatory Requirements and shall not be deemed not to have breached their its obligations under described in this Indenture by virtue of such conflictthereof.
(he) Notwithstanding anything The Company will not be required to make a Change of Control Offer with respect to the contrary contained Notes upon a Change of Control if (i) a third party makes such Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements of this Indenture and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to Section 4.11, a 3.07 hereof.
(f) A Change of Control Offer may be made in advance of a Change of Control, conditioned conditional upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching the Change of Control Offer.
(g) On the Change of Control Purchase Date, the Company will, to the extent permitted by law:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation of the Notes so accepted together with an Officers' Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.
(h) If and for so long as any Notes are listed on the Official List of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, the Company will publish a public announcement with respect to the results of any Change of Control Offer in a leading newspaper of general circulation in Ireland (which is expected to be The Irish Times) or, to the extent and in the manner permitted by such rules, post such announcement on the official website of the Irish Stock Exchange (xxx.xxx.xx).
(i) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 15 days nor more than 60 days' prior written notice, provided that such notice is given not more than 30 days following such purchase pursuant to the Change of Control Offer is madedescribed above, to redeem all Notes that remain outstanding following such purchase on a date (the "Second Change of Control Payment Date") at the Change of Control Purchase Price in respect of the Second Change of Control Payment Date.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs at any time, then the Issuers or the Parent Guarantor shall make an offer (a “Change of Control Offer”) to each Holder to purchase such Holder’s Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Purchase Date”) (subject to the rights of holders of record on relevant regular Record Dates that are prior to the Change of Control Purchase Date to receive interest due on an Interest Payment Date).
(b) Within 30 days following any Change of Control, the Issuers or the Parent Guarantor shall:
(i) cause a notice of the Change of Control Offer to bebe published:
(A) delivered in a leading newspaper having a general circulation in each of London (which is expected to holders be the Financial Times) and in New York (which is expected to be The Wall Street Journal);
(B) through the newswire service of the Notes electronically Bloomberg, or mailed by first-class mailif Bloomberg does not then operate, postage prepaidany similar agency; and
(BC) if at the time of such notice the Notes are listed on Euronext Dublin the Irish Stock Exchange and the rules of Euronext Dublin the Irish Stock Exchange so require, published in The Irish Times (or another leading newspaper of general circulation in Ireland or, to the extent and in the manner permitted by the rules of Euronext Dublin, posted on the official website of Euronext DublinIreland); and
(ii) send notice of the Change of Control Offer by first‑class first-class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Security Register, which notice shall state:
(A) that a Change of Control has occurred, and the date it occurred;
(B) the circumstances and relevant facts regarding such Change of Control (including, but not limited to, applicable information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control);
(C) the Change of Control Purchase Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 10 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act and any applicable securities laws or regulations;
(D) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date unless the Change of Control Purchase Price is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance (which procedures may also be performed at the office of the paying agent in Ireland as long as the Notes are listed on Euronext Dublinthe Irish Stock Exchange).
(c) On the Change of Control Purchase Date, the Issuers shall, to the extent lawful:
(i) accept for payment all Notes or portions thereof (equal to, in the case of Dollar Notes, to $200,000 or an integral multiple of $1,000 in excess thereof, and, in the case of Euro Notes, €100,000 or an integral multiple of €1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Issuers or the Parent Guarantor will publicly announce the results of the Change of Control Offer on, or as soon as practical after, the Change of Control Purchase Date.
(d) The Paying Agent shall promptly mail to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer an amount equal to the Change of Control Purchase Price for such Notes and the Trustee shall itself or via the authenticating agent promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Euro Note shall be in a principal amount of €100,000 and in integral multiples of €1,000 in excess thereof and each such new Dollar Note shall be in a principal amount of $200,000 and in integral multiples of $1,000 in excess thereof.
(e) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, 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 pursuant to the Change of Control Offer.
(f) Neither the Issuers nor the Parent Guarantor shall be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of ControlControl Offer made by the Issuers or the Parent Guarantor and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(g) The Issuers and the Parent Guarantor shall comply with the applicable tender offer rules, including Rule 14e-l under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuers and the Parent Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Indenture by virtue of such conflict.
(h) Notwithstanding anything to the contrary contained in this Section 4.11, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs at any time, then the Issuers or the Parent Guarantor Issuer shall make an offer (a “Change of Control Offer”) to each Holder to purchase such Holder’s Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Purchase Date”) (subject to the rights of holders of record on relevant regular Record Dates that are prior to the Change of Control Purchase Date to receive interest due on an Interest Payment Date).
(b) Within 30 days following any Change of Control, the Issuers or the Parent Guarantor Issuer shall:
(i) cause a notice of the Change of Control Offer to be:
(A) delivered to holders of the Notes electronically or mailed by first-class mail, postage prepaid; and
(B) if at the time of such notice the Notes are listed on Euronext Dublin the Irish Stock Exchange and the rules of Euronext Dublin the Irish Stock Exchange so require, published in The Irish Times (or another leading newspaper of general circulation in Ireland or, to the extent and in the manner permitted by the rules of Euronext Dublinthe Irish Stock Exchange, posted on the official website of Euronext Dublinthe Irish Stock Exchange (xxx.xxx.xx)); and
(ii) send notice of the Change of Control Offer by first‑class first-class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Security Register, which notice shall state:
(A) that a Change of Control has occurred, and the date it occurred;
(B) the circumstances and relevant facts regarding such Change of Control (including, but not limited to, applicable information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control);
(C) the Change of Control Purchase Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 10 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act and any applicable securities laws or regulations;
(D) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date unless the Change of Control Purchase Price is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance (which procedures may also be performed at the office of the paying agent in Ireland as long as the Notes are listed on Euronext Dublinthe Irish Stock Exchange).
(c) On the Change of Control Purchase Date, the Issuers Issuer shall, to the extent lawful:
(i) accept for payment all Notes or portions thereof (equal to, in the case of Dollar Notes, $200,000 or an integral multiple of $1,000 1 in excess thereof, and, in the case of Euro Notes, €100,000 or an integral multiple of €1,000 1 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Issuers or the Parent Guarantor will publicly announce the results of the Change of Control Offer on, or as soon as practical after, the Change of Control Purchase DateIssuer.
(d) The Paying Agent shall promptly mail to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer an amount equal to the Change of Control Purchase Price for such Notes and the Trustee shall itself or via the authenticating agent promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Euro Note or Notes shall be in a principal amount of at least $200,000 and in minimum denominations of $1 or integral multiples thereof in the case of the Dollar Notes, and in a principal amount of €100,000 and in minimum denominations of €1 or integral multiples thereof in the case of €1,000 in excess thereof and each such new Dollar Note shall be in a principal amount of $200,000 and in integral multiples of $1,000 in excess thereofthe Euro Notes.
(e) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, 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 pursuant to the Change of Control Offer.
(f) Neither the Issuers nor the Parent Guarantor The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of ControlControl Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(g) The Issuers and the Parent Guarantor Issuer shall comply with the applicable tender offer rules, including Rule 14e-l under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuers and the Parent Guarantor Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Indenture by virtue of such conflict.
(h) Notwithstanding anything to the contrary contained in this Section 4.11, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs at any time, then the Issuers or the Parent Guarantor shall make an offer (a “Change of Control Offer”) to each Holder to purchase such Holder’s Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Purchase Date”) (subject to the rights of holders of record on relevant regular Record Dates that are prior to the Change of Control Purchase Date to receive interest due on an Interest Payment Date).
(b) Within 30 days following any Change of Control, the Issuers or the Parent Guarantor shall:
(i) cause a notice of the Change of Control Offer to be:
(A) delivered to holders of the Notes electronically or mailed by first-class mail, postage prepaid; and
(B) if at the time of such notice the Notes are listed on Euronext Dublin the Irish Stock Exchange and the rules of Euronext Dublin the Irish Stock Exchange so require, published in The Irish Times (or another leading newspaper of general circulation in Ireland or, to the extent and in the manner permitted by the rules of Euronext Dublinthe Irish Stock Exchange, posted on the official website of Euronext Dublinthe Irish Stock Exchange (xxx.xxx.xx)); and
(ii) send notice of the Change of Control Offer by first‑class first-class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Security Register, which notice shall state:
(A) that a Change of Control has occurred, and the date it occurred;
(B) the circumstances and relevant facts regarding such Change of Control (including, but not limited to, applicable information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control);
(C) the Change of Control Purchase Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 10 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act and any applicable securities laws or regulations;
(D) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date unless the Change of Control Purchase Price is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance (which procedures may also be performed at the office of the paying agent in Ireland as long as the Notes are listed on Euronext Dublinthe Irish Stock Exchange).
(c) On the Change of Control Purchase Date, the Issuers shall, to the extent lawful:
(i) accept for payment all Notes or portions thereof (equal to, in the case of Floating Rate Dollar Notes and Fixed Rate Dollar Notes, $200,000 or an integral multiple of $1,000 in excess thereof, and, in the case of Euro Notes, €100,000 or an integral multiple of €1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Issuers or the Parent Guarantor will publicly announce the results of the Change of Control Offer on, or as soon as practical after, the Change of Control Purchase Date.
(d) The Paying Agent shall promptly mail to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer an amount equal to the Change of Control Purchase Price for such Notes and the Trustee shall itself or via the authenticating agent promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Euro Note shall be in a principal amount of €100,000 and in integral multiples of €1,000 in excess thereof and each such new Floating Rate Dollar Note and Fixed Rate Dollar Note shall be in a principal amount of $200,000 and in integral multiples of $1,000 in excess thereof.
(e) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, 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 pursuant to the Change of Control Offer.
(f) Neither the Issuers nor the Parent Guarantor shall be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of ControlControl Offer made by the Issuers or the Parent Guarantor and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(g) The Issuers and the Parent Guarantor shall comply with the applicable tender offer rules, including Rule 14e-l under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuers and the Parent Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Indenture by virtue of such conflict.
(h) Notwithstanding anything to the contrary contained in this Section 4.11, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs at any time, then the Issuers or the Parent Guarantor shall make an offer (a “Change of Control Offer”) to each Holder to purchase such Holder’s Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Purchase Date”) (subject to the rights of holders of record on relevant regular Record Dates that are prior to the Change of Control Purchase Date to receive interest due on an Interest Payment Date).
(b) Within 30 days following any Change of Control, the Issuers or the Parent Guarantor shall:
(i) cause a notice of the Change of Control Offer to be:
(A) delivered to holders of the Notes electronically or mailed by first-class mail, postage prepaid; and
(B) if at the time of such notice the Notes are listed on Euronext Dublin and the rules of Euronext Dublin so require, published in The Irish Times (or another leading newspaper of general circulation in Ireland or, to the extent and in the manner permitted by the rules of Euronext Dublin, posted on the official website of Euronext Dublin); and
(ii) send notice of the Change of Control Offer by first‑class first-class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Security Register, which notice shall state:
(A) that a Change of Control has occurred, and the date it occurred;
(B) the circumstances and relevant facts regarding such Change of Control (including, but not limited to, applicable information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control);
(C) the Change of Control Purchase Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 10 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act and any applicable securities laws or regulations;;
(D) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date unless the Change of Control Purchase Price is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance (which procedures may also be performed at the office of the paying agent in Ireland as long as the Notes are listed on Euronext Dublin).
(c) On the Change of Control Purchase Date, the Issuers shall, to the extent lawful:
(i) accept for payment all Notes or portions thereof (equal to, in the case of Dollar Notes, to $200,000 or an integral multiple of $1,000 in excess thereof, and, in the case of Euro Notes, €100,000 or an integral multiple of €1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Issuers or the Parent Guarantor will publicly announce the results of the Change of Control Offer on, or as soon as practical after, the Change of Control Purchase Date.
(d) The Paying Agent shall promptly mail to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer an amount equal to the Change of Control Purchase Price for such Notes and the Trustee shall itself or via the authenticating agent promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Euro Note shall be in a principal amount of €100,000 and in integral multiples of €1,000 in excess thereof and each such new Dollar Note shall be in a principal amount of $200,000 and in integral multiples of $1,000 in excess thereof.
(e) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, 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 pursuant to the Change of Control Offer.
(f) Neither the Issuers nor the Parent Guarantor shall be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of ControlControl Offer made by the Issuers or the Parent Guarantor and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(g) The Issuers and the Parent Guarantor shall comply with the applicable tender offer rules, including Rule 14e-l under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuers and the Parent Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Indenture by virtue of such conflict..
(h) Notwithstanding anything to the contrary contained in this Section 4.11, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Samples: Indenture (Ardagh Group S.A.)
