Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that: Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as permitted by and include the statements required by Regulation S. Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Securities were first offered to persons other than distributors in reliance on Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S under the Securities Act.” Such Initial Purchaser agrees that the Securities offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of Regulation S and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act. ANNEX II STRICTLY CONFIDENTIAL PUGET ENERGY, INC. 2.379% Senior Secured Notes due June 15, 2028 PRICING TERM SHEET (To Preliminary Offering Memorandum dated June 3, 2021) This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum dated June 3, 2021 (the “Preliminary Offering Memorandum”). The information in this Pricing Term Sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The Notes have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) or the securities laws of any other jurisdiction. The Notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered solely (1) to persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States solely to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Puget Energy, Inc. (the “Issuer”)
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Resale Pursuant to Regulation S or Rule 144A. Each The Initial Purchaser understands that: Such The Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 of Regulation S under the Securities Act (i) as part of its distribution at any time and or (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S of the Securities Act or another exemption from the registration requirements of the Securities Act. Such The Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as permitted by and include the statements required by Regulation S. Such The Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation Sunder the Securities Act, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date commencement of the Securities were first offered to persons other than distributors in reliance on Regulation S Offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities Notes covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S under the Securities Act.S.” Such The Initial Purchaser agrees that the Securities offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of Regulation S the Securities Act and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act. ANNEX II STRICTLY CONFIDENTIAL PUGET ENERGYThe Initial Purchaser acknowledges that the Company and, INC. 2.379% Senior Secured Notes due June 15for purposes of the opinions to be delivered to them pursuant to Section 5(c) hereof, 2028 PRICING TERM SHEET (To Preliminary Offering Memorandum dated June 3, 2021) This Pricing Term Sheet is qualified in its entirety by reference counsel to the Preliminary Offering Memorandum dated June 3, 2021 (the “Preliminary Offering Memorandum”). The information in this Pricing Term Sheet supplements the Preliminary Offering Memorandum Company and updates and supersedes the information in the Preliminary Offering Memorandum counsel to the extent it is inconsistent with Initial Purchaser, will rely upon the information in the Preliminary Offering Memorandum. Terms used accuracy and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The Notes have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) or the securities laws of any other jurisdiction. The Notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements truth of the Securities Act. Accordinglyforegoing representations, and the Notes are being offered solely (1) Initial Purchaser hereby consents to persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States solely to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Puget Energy, Inc. (the “Issuer”)such reliance.
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Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that: Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as are permitted by and include the statements required by Regulation S. Such Each Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Securities were first offered to persons other than distributors in reliance on upon Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S under the Securities Act.” Such Initial Purchaser agrees that the Securities offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred ANNEX III Pricing Supplement, dated September 8, 2020 to in Rule 903 of Regulation S and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act. ANNEX II STRICTLY CONFIDENTIAL PUGET ENERGY, INC. 2.379% Senior Secured Notes due June 15, 2028 PRICING TERM SHEET (To Preliminary Offering Memorandum dated June 3September 8, 2021) 2020 Strictly Confidential CNX Resources Corporation This Pricing Term Sheet Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum dated June 3, 2021 (the “Preliminary Offering Memorandum”). The information in this Pricing Term Sheet Supplement supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms Capitalized terms used and in this Pricing Supplement but not defined herein have the meanings assigned given them in the Preliminary Offering Memorandum. The Notes new notes have not been registered under the Securities Act of 1933, as amended, amended (the “Securities Act”) ), or the securities laws of any other jurisdiction. The Notes new notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except only in transactions that are exempt from, or not subject to, the from registration requirements of under the Securities ActAct or the securities laws of any other jurisdiction. Accordingly, we are offering the Notes are being offered solely (1) new notes only to persons reasonably believed to be “qualified institutional buyers” as defined in buyers under Rule 144A under the Securities Act and (2) outside the United States solely to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Puget Energy, Inc. CNX Resources Corporation Title of Securities: 7.250% Senior Notes due 2027 (the “Issuernew notes”). The new notes are being offered as additional securities under an indenture pursuant to which we issued $500,000,000 aggregate principal amount of our 7.250% Senior Notes due 2027 on March 14, 2019 (“existing notes”). Aggregate Principal Amount: $200,000,000 Net Proceeds After Estimated Offering Expenses: $204,000,000, excluding accrued interest from September 14, 2020 Distribution: 144A/Regulation S for life Final Maturity Date: March 14, 2027 Coupon: 7.250% Offering Price: 103.50%, plus accrued interest from September 14, 2020 Yield to Worst: 6.34% Interest Payment Dates: March 14 and September 14 First Interest Payment Date: March 14, 2021 Ratings: Moody’s: B3 S&P: BB- A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, suspension, revision or withdrawal at any time by the assigning rating agency. Optional Redemption: On and after March 14, 2022, in whole or in part, at any time or from time to time, at the prices set forth below (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, to, but not including, the date of redemption, if redeemed during the 12-month period commencing on March 14 of the years set forth below: Date Price 2022 2023 2024 2025 and thereafter 105.438 103.625 101.813 100.000 % % % % Optional Redemption with Equity Proceeds: Before the first call date, we may redeem the notes at an “applicable premium” calculated using a discount rate of Treasury plus 50 basis points. In addition, prior to March 14, 2022, up to 35% with an amount of cash not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 107.250% of the aggregate principal amount of notes redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the date of redemption.
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Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that: Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as are permitted by and include the statements required by Regulation S. Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Securities were first offered to persons other than distributors in reliance on upon Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S under the Securities ActS.” Annex II [Form of Joinder Agreement] NEXSTAR ESCROW, INC.” Such Initial Purchaser agrees that the Securities offered , (to be merged with and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration into NEXSTAR BROADCASTING, INC.) $1,120,000,000 5.625% Senior Notes due 2027 JOINDER TO THE PURCHASE AGREEMENT July 3, 2019 BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the 40several Initial Purchasers listed in Schedule I-day restricted period referred to in Rule 903 of Regulation S and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act. ANNEX II STRICTLY CONFIDENTIAL PUGET ENERGY, INC. 2.379% Senior Secured Notes due June 15, 2028 PRICING TERM SHEET (To Preliminary Offering Memorandum dated June 3, 2021) This Pricing Term Sheet is qualified in its entirety by reference A to the Preliminary Offering Memorandum dated June 3, 2021 Purchase Agreement Ladies and Gentlemen: Reference is made to the Purchase Agreement (the “Preliminary Offering MemorandumPurchase Agreement”) dated June 19, 2019, initially among Nexstar Escrow, Inc., a Delaware corporation (the “Escrow Issuer”) and wholly owned subsidiary of Nexstar Media Group, Inc., a Delaware corporation (“Parent”). The information in this Pricing Term Sheet supplements , and you, as Representative for the Preliminary Offering Memorandum and updates and supersedes Initial Purchasers, concerning the information purchase of Securities (as defined in the Preliminary Offering Memorandum to Purchase Agreement) from the extent it is inconsistent with Escrow Issuer by the information in the Preliminary Offering MemorandumInitial Purchasers. Terms Capitalized terms used and herein but not defined herein shall have the meanings assigned to such terms in the Preliminary Offering MemorandumPurchase Agreement. This is the Joinder Agreement (this “Agreement”) referred to in the Purchase Agreement. The Notes have not been registered under Company and each of the Securities Act of 1933, as amended, (Guarantors listed on Schedule I hereto agrees that this Agreement is being executed and delivered in connection with the “Securities Act”) or the securities laws of any other jurisdiction. The Notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements issue and sale of the Securities Actpursuant to the Purchase Agreement and to induce the Initial Purchasers to purchase the Securities thereunder. AccordinglyFor the avoidance of doubt, while Parent (i) will unconditionally guarantee the Notes are being offered solely and (1ii) is referred to persons reasonably believed to as a “Guarantor” in this Agreement, Parent will not be considered a “qualified institutional buyersGuarantor” (as such term is defined in Rule 144A the Initial Indenture) under the Securities Act Indenture and (2) outside will not be subject to the United States solely covenants and other provisions of the Indenture, other than the provisions relating to non-U.S. persons in compliance with Regulation S under the Securities Actcreation and other provisions of the Guarantee related thereto. Issuer: Puget EnergyThis Agreement is being executed on the Merger Date, Inc. (promptly following the “Issuer”)consummation of the Merger.
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Resale Pursuant to Regulation S or Rule 144A. Each The Initial Purchaser understands that: Such The Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 of Regulation S under the Securities Act (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S of the Securities Act or another exemption from the registration requirements of the Securities Act. Such The Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as are permitted by and include the statements required by Regulation S. Such The Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation Sunder the Securities Act, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Securities Notes were first offered to persons other than distributors “distributors” (as defined in Regulation S) in reliance on upon Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors Accredited Institutions in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities Notes covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S under the Securities Act.” Such Initial Purchaser agrees that the Securities offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of Regulation S and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act. ANNEX II STRICTLY CONFIDENTIAL PUGET ENERGY, INC. 2.379% Senior Secured Notes due June 15, 2028 PRICING TERM SHEET (To Preliminary Offering Memorandum dated June 3, 2021) This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum dated June 3, 2021 (the “Preliminary Offering MemorandumS.”). The information in this Pricing Term Sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The Notes have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) or the securities laws of any other jurisdiction. The Notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered solely (1) to persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States solely to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Puget Energy, Inc. (the “Issuer”)
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Samples: Purchase Agreement (Geokinetics Inc)
Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands Purchaser, severally and not jointly, represents, warrants and agrees that: Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person person (other than a distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto Offering and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as are permitted by and include the statements required by Regulation S. Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Securities were first offered to persons other than distributors in reliance on upon Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S under the Securities Act.” None of such Initial Purchaser or any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities. In connection with cash resale pursuant to Rule 144A, such Initial Purchaser has taken or will take reasonable steps to ensure that each purchaser of Securities is aware that such sale is being made in reliance on Rule 144A. Such Initial Purchaser agrees that the Securities offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-40 day restricted period referred to referenced in Rule 903 of Regulation S and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act. ANNEX II STRICTLY CONFIDENTIAL PUGET ENERGY, SCHEDULE I-1 Anticipated Subsidiary Guarantors (Existing Parent Subsidiaries) Entity Name Jurisdiction HILTON GRAND VACATIONS PARENT LLC Delaware HILTON GRAND VACATIONS INC. 2.379Delaware 00XX XXXXXX HOLDING LLC Delaware GRAND VACATIONS REALTY, LLC Delaware GRAND VACATIONS TITLE, LLC Delaware HILTON GRAND VACATIONS CLUB, LLC Delaware HILTON GRAND VACATIONS COMPANY, LLC Delaware HILTON GRAND VACATIONS FINANCING, LLC Delaware HILTON GRAND VACATIONS MANAGEMENT, LLC Nevada HILTON KINGSLAND 1, LLC Delaware HILTON RESORTS CORPORATION Delaware HILTON TRAVEL, LLC Delaware HRC ISLANDER LLC Delaware GRAND VACATIONS SERVICES LLC Delaware HILTON RESORTS MARKETING CORP. Delaware 2400 XXXXXX XXXXXX, LLC Delaware CUSTOMER JOURNEY, LLC Delaware KUPONO PARTNERS LLC Hawaii 37 SCHEDULE I-2 Anticipated Subsidiary Guarantors (Diamond Entities) Entity Name Jurisdiction Diamond Resorts International, Inc. Delaware AB Blue Acquisition, LLC Delaware AHC Professionals US Majority, LLC Nevada AHC Professionals US Minority, LLC Nevada AKGI St. Maarten N.V. Delaware/Dutch West Indies Crescent One, LLC Florida DestinationXchange, LLC Delaware Diamond Asia Development, Inc. Delaware Diamond Resorts Beach Quarters Development, LLC Delaware Diamond Resorts Beachwoods Development, LLC Delaware Diamond Resorts Boardwalk Development, LLC Delaware Diamond Resorts California Collection Development, LLC Delaware Diamond Resorts Centralized Services Company Delaware Diamond Resorts Citrus Share Holding, LLC Delaware Diamond Resorts Xxxxx Xxxxx Development, LLC Delaware Diamond Resorts Corporation Maryland Diamond Resorts Cypress Pointe I Development, LLC Delaware Diamond Resorts Cypress Pointe II Development, LLC Delaware Diamond Resorts Cypress Pointe III Development, LLC Delaware Diamond Resorts Desert Isle Development, LLC Nevada Diamond Resorts Developer and Sales Holding Company Delaware Diamond Resorts DPM Development, LLC Nevada Diamond Resorts Epic Mortgage Holdings, LLC Delaware Diamond Resorts Fall Creek Development, LLC Delaware Diamond Resorts Finance Holding Company Delaware Diamond Resorts Xxxxx Xxxxxxx Development, LLC Delaware Diamond Resorts GK Development, LLC Delaware Diamond Resorts Grand Beach I Development, LLC Delaware Diamond Resorts Grand Beach II Development, LLC Delaware Diamond Resorts Greensprings Development, LLC Delaware Diamond Resorts Hawaii Collection Development, LLC Delaware Diamond Resorts Hilton Head Development, LLC Delaware Diamond Resorts Holdings, LLC Nevada Diamond Resorts International Club, Inc. Florida Diamond Resorts International Golf, LLC Delaware Diamond Resorts International Marketing, Inc. California Diamond Resorts International Marketing Mexico, LLC Nevada Diamond Resorts International, LLC Nevada Diamond Resorts IW Holding Company Delaware Diamond Resorts IW Resort Ownership U.S. Corporation Delaware Diamond Resorts IW Trading Company Delaware Diamond Resorts IW Ventures, Inc. Delaware Diamond Resorts Kona Development, LLC Delaware Diamond Resorts Kona II Development, LLC Delaware Diamond Resorts Las Vegas Development, LLC Delaware Diamond Resorts Management & Exchange Holding Company Delaware Diamond Resorts Management, Inc. Arizona Diamond Resorts MGV Development, LLC Nevada Diamond Resorts Mortgage Holdings, LLC Delaware Diamond Resorts Mystic Dunes Development, LLC Nevada Diamond Resorts Ocean Beach Club Development, LLC Delaware Diamond Resorts Oceanaire Development, LLC Delaware Diamond Resorts Palm Springs Development, LLC Delaware Diamond Resorts Poco Diablo Development, LLC Delaware Diamond Resorts Poipu Development, LLC Delaware Diamond Resorts Polo Development, LLC Nevada Diamond Resorts Port Royal Development, LLC Delaware Diamond Resorts Powhatan Development, LLC Delaware Diamond Resorts Rancho Manana Development, LLC Delaware Diamond Resorts Real Estate Academy, LLC Delaware Diamond Resorts Residual Assets Development, LLC Delaware Diamond Resorts Residual Assets Finance, LLC Delaware Diamond Resorts Residual Assets M&E, LLC Delaware Diamond Resorts Ridge on Sedona Development, LLC Delaware Diamond Resorts Ridge Pointe Development, LLC Delaware Diamond Resorts River Club Development, LLC Delaware Diamond Resorts San Xxxx Bay Development, LLC Delaware Diamond Resorts Santa Fe Development, LLC Delaware Diamond Resorts Sapphire Valley Development, LLC Delaware Diamond Resorts Scottsdale Development, LLC Delaware Diamond Resorts Sedona Springs Development, LLC Delaware Diamond Resorts Sedona Summit Development, LLC Delaware Diamond Resorts St. Croix Development, LLC Delaware Diamond Resorts Steamboat Development, LLC Delaware Diamond Resorts Tahoe Beach & Ski Development, LLC Delaware Diamond Resorts Tahoe Seasons Development, LLC Delaware Diamond Resorts Teton Club Development, LLC Nevada Diamond Resorts Turtle Cay Development, LLC Delaware Diamond Resorts U.S. Collection Development, LLC Delaware Diamond Resorts U.S. Collection-Hawaii Development, LLC Delaware Diamond Resorts Villa Mirage Development, LLC Delaware Diamond Resorts Villas of Sedona Development, LLC Delaware Diamond Resorts West Maui Development, LLC Delaware Diamond Resorts, LLC Nevada DPM Acquisition, LLC Delaware DPM Holdings, LLC Delaware DPM RP Subsidiary, LLC Delaware Extraordinary Escapes Corporation Delaware Four C’s Hospitality, LLC Nevada Galaxy Exchange Company Florida Xxxxxx Acquisition Subsidiary, Inc. Nevada Grand Escapes, LLC Delaware Hospitality Management and Consulting Service, L.L.C. Nevada ILX Acquisition, Inc. Delaware ILX Acquisition, LLC Delaware International Timeshares Marketing, LLC Delaware Island One Development, LLC Nevada Lake Tahoe Resort Partners, LLC California Mazatlan Development Inc. Washington MMG Development Corp. Florida Mystic Dunes Myrtle Beach, LLC Delaware Mystic Dunes, LLC Delaware Navigo Vacation Club, Inc. Florida Poipu Resort Partners, L.P. Hawaii Resort Management International, Inc. California Resort Ventures, L.P. California Resorts Development International, Inc. Nevada Tempus Acquisition, LLC Delaware Tempus Holdings, LLC Delaware Vacation OTA, LLC Nevada West Maui Resort Partners, L.P. Delaware World Discovery Kids Club, LLC Delaware Diamond Resorts Financial Services, Inc. Nevada Bridgespire Financial Services, Inc. Nevada Diamond Resorts HK, LLC Nevada HK F&B Services, LLC Delaware Diamond Resorts Daytona Development, LLC Delaware Nevada HK F&B Services, LLC Nevada Florida Diamond Resorts Management, LLC Florida Island One Resorts Management Corporation Florida Island One, Inc. Florida Diamond Resorts Waikiki Development, LLC Delaware DR Modern Spa, LLC Hawaii Amber Group, Inc. Florida Amber Vacation Realty, Inc. Florida Amber Vacation Realty of Tennessee, Inc. Tennessee Poinciana Vacation Resorts, Inc. Florida Sunrise Ridge Resort, Inc. Tennessee Diamond Resorts St. Louis Development, LLC Delaware Diamond Resorts Kahana Development, LLC Delaware Diamond Resorts Real Estate Academy-Hawaii, LLC Delaware Diamond Resorts River Club Members, LLC Delaware EXHIBIT A Pricing Supplement P R I C I N G S U P P L E M E N T C O N F I D E N T I A L $500,000,000 4.875% Senior Secured Notes due 2031 __________________________ Pricing Supplement dated June 1514, 2028 PRICING TERM SHEET (To 2021 to the Preliminary Offering Memorandum dated June 314, 20212021 (the “Preliminary Offering Memorandum”) This Pricing Term Sheet Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum dated June 3, 2021 (the “Preliminary Offering Memorandum”). The information in this Pricing Term Sheet Supplement supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms Other information (including financial information) presented in the Preliminary Offering Memorandum is deemed to have changed to the extent affected by the changes described herein. Capitalized terms used and herein but not defined herein shall have the meanings assigned to them in the Preliminary Offering Memorandum. The total size of the offering has been increased from $425,000,000 to $500,000,000. Concurrently with the closing of the offering of the 2031 Notes, the gross proceeds received from the issuance of the Notes, including the increase of $75,000,000 in the total offering size of the 2031 Notes, will be deposited into an Escrow Account, and the Issuer (as defined below) will agree to pay (the “HGV Escrow Guarantee”) an amount up to the amount necessary to fund the interest due on the 2031 Notes, including on such increased total offering size, from the Settlement Date (as defined below) to, but excluding, the Special Mandatory Redemption Date, which, when taken together with the Escrowed Funds, will be sufficient to fund the Special Mandatory Redemption Price of the 2031 Notes on the third business day following the Escrow End Date, if a Special Mandatory Redemption were to occur on such date. Upon satisfaction of the Escrow Release Conditions and release of the Escrowed Funds as described in the Preliminary Offering Memorandum, the net proceeds received from the increase of $75,000,000 in the total offering size are expected to be used to repay additional amounts outstanding under our Revolving Credit Facility (as defined in the Preliminary Offering Memorandum). If the Escrow Release Conditions are not satisfied, the gross proceeds received from the 2031 Notes, including from such increase of $75,000,000, will be used to redeem the 2031 Notes pursuant to the Special Mandatory Redemption as described under “Description of the Notes—Special Mandatory Redemption” in the Preliminary Offering Memorandum. As a result of the increase in the aggregate principal amount of the 2031 Notes and the intended use of proceeds from such increase as described above, the aggregate principal amount to be outstanding under our Revolving Credit Facility following the consummation of the Transactions, on a pro forma basis, as set forth under “Capitalization,” “Unaudited Pro Forma Condensed Combined Financial Information of HGV and Diamond” and other sections of the Preliminary Offering Memorandum, is expected to be approximately $269,000,000. Corresponding changes will be deemed to be made wherever applicable throughout the Preliminary Offering Memorandum. The 2031 Notes (as defined below) have not been registered under the Securities Act of 1933, as amended, amended (the “Securities Act”) or the securities laws of any other jurisdiction. The Notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt fromapplicable securities laws, or not subject to, the registration requirements of the Securities Act. Accordingly, the Notes and are being offered solely (1) and sold only to persons reasonably believed to be “qualified institutional buyers” as defined buyers in reliance on Rule 144A under the Securities Act and (2) to certain non-U.S. person in transactions outside the United States solely to non-U.S. persons in compliance with reliance on Regulation S under the Securities Act. Issuer: Puget Energy, Inc. (the “Issuer”).
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Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that: Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as permitted by and include the statements required by Regulation S. Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Securities were first offered to persons other than distributors in reliance on Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S under the Securities Act.” Such Initial Purchaser agrees that the Securities offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of Regulation S and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act. ANNEX II STRICTLY CONFIDENTIAL PUGET ENERGY, INC. 2.3794.100% Senior Secured Notes due June 15, 2028 2030 PRICING TERM SHEET (To Preliminary Offering Memorandum dated June 3May 14, 20212020) This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum dated June 3May 14, 2021 2020 (the “Preliminary Offering Memorandum”). The information in this Pricing Term Sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The Notes have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) or the securities laws of any other jurisdiction. The Notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered solely only (1) to persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States solely to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Puget Energy, Inc. (the “Issuer”)
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Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that: Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as permitted by and include the statements required by Regulation S. Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation S5, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Securities were first offered to persons other than distributors in reliance on Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S under the Securities Act.” Such Initial Purchaser agrees that the Securities offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of Regulation S and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act. ANNEX II STRICTLY CONFIDENTIAL PUGET ENERGY, INC. 2.379% Senior Secured Notes due June 15, 2028 PRICING TERM SHEET (To Preliminary Offering Memorandum dated June 3, 2021) This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum dated June 3, 2021 (the “Preliminary Offering Memorandum”). The information in this Pricing Term Sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The Notes have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) or the securities laws of any other jurisdiction. The Notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered solely (1) to persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States solely to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Puget Energy, Inc. (the “Issuer”).
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