Replacement Capital Covenant. The Company shall not modify the Replacement Capital Covenant to (A) amend the definitions incorporated into this Third Supplemental Indenture pursuant to Section 1.2.3(b) in a manner adverse to the Holders or (B) impose additional restrictions on the type or amount of Qualifying Capital Securities that the Company may include for purposes of determining the extent to which repayment, redemption, defeasance or repurchase of the Debentures is permitted, except with the consent of the holders of a majority of the principal amount of Outstanding Debentures. Except as expressly provided in the preceding sentence, the Company may modify the Replacement Capital Covenant at any time and in any manner without the consent of the Holders of the Debentures.
Replacement Capital Covenant. A Replacement Capital Covenant described in the Preliminary Prospectus Supplement will apply until August 1, 2059. The dates referred to in the Preliminary Prospectus Supplement on which the “applicable percentage” and the types of securities that constitute “qualifying capital securities” (as therein defined) will change are August 1, 2039 and August 1, 2049, respectively. Additional Information: Under the Junior Subordinated Indenture, MetLife, Inc. will be required to use commercially reasonable efforts to obtain stockholder consent to increase the number of authorized shares of its common stock if, at any date, MetLife, Inc.’s Shares Available for Issuance fall below the greater of: • 310 million shares (as adjusted for any stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction); and • three times the number of shares that MetLife, Inc. would need to issue to raise sufficient proceeds to pay (assuming a price per share equal to the average trading price of shares of MetLife, Inc.’s common stock over the ten-trading day period preceding such date) any then outstanding deferred interest on the Junior Subordinated Debentures (including Compounded Interest thereon), plus 12 additional months of interest (including Compounded Interest) on the Junior Subordinated Debentures, up to a total of ten years of interest (including Compounded Interest). For purposes of determining the amounts, if any, accruing during a Floating Rate Period, the interest will be computed by reference to spot Three-Month LIBOR on the calculation date plus a margin equal to 7.548%.
Replacement Capital Covenant. The Replacement Capital Covenant has been duly authorized by the Company and, when duly executed by the Company, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Replacement Capital Covenant. The Company shall not amend the Replacement Capital Covenant to impose additional restrictions on the type or amount of Qualifying Capital Securities for purposes of determining the extent to which repayment, redemption or repurchase of the ICONs or capital securities issued by the Trust is permitted, except with the consent of the holders of the majority by liquidation amount of the capital securities issued by the Trust, or if the ICONs have been distributed by the Trust, by principal amount of the ICONs. Except as aforesaid, the Company may amend the Replacement Capital Covenant without consent of the holders of the ICONs.
Replacement Capital Covenant. The Replacement Capital Covenant will be executed by the Company at or before the Closing Time.
Replacement Capital Covenant. The Debentures and the Trust Preferred Securities will not be repaid, redeemed or purchased by PrivateBancorp or the Trust before June 15, 2048, unless (i) in the case of a redemption or purchase, PrivateBancorp has obtained the prior approval of the Federal Reserve if such approval is required; and (ii) the Trust Preferred Securities are replaced with securities that are the same as, or more equity-like, than the Trust Preferred Securities, as described in the Prospectus Supplement.
Replacement Capital Covenant. The Company shall not modify the Replacement Capital Covenant to impose additional restrictions on the type or amount of Qualifying Capital Securities for purposes of determining the extent to which repayment, redemption or repurchase of the ICONs is permitted, except with the consent of the holders of the majority by principal amount of the ICONs. Except as aforesaid, the Company may modify the Replacement Capital Covenant without consent of the holders of the ICONs.
Replacement Capital Covenant. Any repayment, redemption, defeasance or purchase of the notes by the Company prior to June 15, 2048 will be subject to the terms of the replacement capital covenant described in the preliminary prospectus supplement. Offering Price: 99.714% Proceeds to the Issuer before Commissions and Expenses: $598,284,000 Pricing Date: June 12, 2008 Settlement Date: June 17, 2008 (T+3) CUSIP/ISIN: 000000XX0/US744320AK85 Anticipated Security Ratings: Xxxxx’x Investors Service: Baa1 Standard & Poor’s: A- The rating of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Joint Structuring Advisors: X.X. Xxxxxx Securities Inc. Xxxxxx Xxxxxxx & Co. Incorporated Joint Book-Running Managers: X.X. Xxxxxx Securities Inc. Xxxxxx Xxxxxxx & Co. Incorporated Wachovia Capital Markets, LLC Senior Co-Managers: Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Xxxxxxx, Sachs & Co. Xxxxxx Brothers Inc. UBS Securities LLC Junior Co-Managers: BMO Capital Markets Corp. BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Greenwich Capital Markets, Inc. Loop Capital Markets, LLC The Xxxxxxxx Capital Group, L.P. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling X.X. Xxxxxx Securities Inc. collect at 0-000-000-0000 or Xxxxxx Xxxxxxx & Co. Incorporated toll free at 1-866-718-1649. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
Replacement Capital Covenant. The Company will enter into a Replacement Capital Covenant, to be dated June 6, 2008, (the “Replacement Capital Covenant”) (as described in the Disclosure Package and the Prospectus), for the benefit of a specified class of Covered Debtholders (as defined in the Replacement Capital Covenant) pursuant to which the Company will covenant (on its own behalf and on behalf of its subsidiaries) not to repay, redeem, defease or repurchase, as applicable, all or part of the Debentures prior to June 15, 2048, unless the Company complies with certain specified conditions. Closing Location: Debevoise & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as the Representatives and the Company may agree upon in writing. Names and Addresses of Representatives: Banc of America Securities LLC 00 Xxxx 00xx Xxxxxx XX0-000-00-00 Xxx Xxxx, XX 00000 Attention: High Grade Transaction Management/Legal Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: General Counsel (Fax: 000-000-0000) Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Debt Capital Markets, Equity-Linked Hybrid Origination (Fax: 000-000-0000) with a copy to the Office of the General Counsel at the same address.
