Source and Amount of Funds. ... 16 11. Background of the Offer; Past Contacts, Transactions or Negotiations with the Company ........................................ 16 12. Purpose of the Offer and the Merger; Plans for the Company ........... 17 13. The Merger Agreement, the Option Agreement and the Guarantee ......... 18 14. Certain Conditions to the Offeror's Obligations ...................... 29 15.
Source and Amount of Funds. 23 13. Certain Conditions of the Offer........................................................................ 26 14.
Source and Amount of Funds. The total cost to the Fund of purchasing 3,379,976 of its issued and outstanding Shares pursuant to the Offer would be $32,413,970 (based on a price per Share of $9.59, 95% of the NAV as of the close of the regular trading session of the NYSE on January 2, 2002). On January 2, 2002, the aggregate value of the Fund's net assets was $136,470,869. To pay the aggregate purchase price of Shares accepted for payment pursuant to the Offer, the Fund anticipates that funds will first be derived from any cash on hand and then from the proceeds from the sale of portfolio securities held by the Fund. The selection of which portfolio securities to sell, if any, will be made by CSAM, taking into account investment merit, relative liquidity and applicable investment restrictions and legal requirements. The Fund is authorized to borrow money for temporary or emergency purposes, and to the extent the Fund does not have sufficient resources through cash on hand and the disposition of portfolio securities to purchase Shares in the Offer, it intends to finance a portion of the Offer through a temporary borrowing. The Fund and other investment companies or portfolios thereof advised by CSAM are parties to a $200 million committed, unsecured line of credit (the "Facility") with a syndicate of banks for which Deutsche Bank AG, New York Branch acts as the administrative agent, The Bank of Nova Scotia acts as syndication agent, BNP Paribas acts as documentation agent and State Street Bank and Trust Company acts as operations agent. The Facility is intended primarily to cover temporary or emergency needs of the funds. Amounts drawn under the Facility bear interest at the overnight Federal Funds rate plus 50 basis points per annum. Any amounts drawn under the Facility will be repaid from the sale of the Fund's portfolio securities. The Fund may specify the term of the borrowing, up to 60 days, at the time the loan is drawn down. The amounts available to be drawn down by the Fund under the Facility will depend upon the level of borrowings by other funds that are parties to the Facility, and accordingly it is possible that the Fund may not be able to borrow under the Facility the amounts desired. Because the Fund may sell portfolio securities to raise cash for the purchase of Shares, during the pendency of the Offer, and possibly for a short time thereafter, the Fund may hold a greater than normal percentage of its assets in cash and cash equivalents. As of January 2, 2002, cash and c...
Source and Amount of Funds. Purchaser has obtained a financing commitment from PNC Bank, National Association ("Lender") to provide Purchaser with up to $6.25 million in debt financing in connection with the Offer (the "Acquisition Loan") to provide the funds for the Offer and the Merger and the expenses of the Offer and the Merger. Additionally, Xxxxxx has agreed that its existing $12 million revolving line of credit with Judge Group (the "Credit Agreement") will remain in effect upon closing of the Merger, provided that amounts borrowed under the Acquisition Loan shall reduce the amount available under the Credit Agreement. Proceeds of the Acquisition Loan and funds available under the Credit Agreement will be used to fund payment for any remaining Shares cashed out as a result of the Merger and for expenses. There is a possibility that Purchaser will not obtain such funds due to various conditions in the commitment letter not being met. The amount of funds required to purchase the maximum amount of outstanding Shares that are being sought in the Offer is approximately $5,289,435 and the estimated expenses of the Offer and the Merger are approximately $850,000. Purchaser currently has no other financing arrangements or alternative financing plans in place in the event that funding pursuant to the commitment letter from Lender (the "Commitment Letter") is unavailable. The Acquisition Loan. Xxxxxx has agreed to make a loan to Purchaser of up to $6.25 million, to be secured by the assets of Judge Group, and upon such other terms and conditions described in the Commitment Letter. The funds advanced in the Acquisition Loan will be based on the number of Shares tendered in the Offer and acquired in the Merger at a price of $1.05 per Share and the expenses of the Offer and the Merger. The purpose of the Acquisition Loan is to provide the funds for Purchaser to acquire Judge Group and pay related expenses. Lender may terminate its obligations under the commitment letter if: o the terms of the Exchange, Offer or Merger are changed in any material respect; o if any material information submitted to Lender proves to have been inaccurate or incomplete in any material respect; o if any material adverse change occurs; or o any additional information is disclosed to or discovered by Xxxxxx, whether prior to Purchaser's acceptance of the financing commitment or during the period of such acceptance until the execution of definitive documentation, which Lender deems materially adverse in respect of ...
Source and Amount of Funds. We estimate that we will need approximately $745 million to purchase all of the Shares pursuant to the Offer and to complete the Merger. The Offer is not conditioned upon Parent’s or Purchaser’s ability to finance the purchase of Shares pursuant to the Offer. Oracle, through itself or one or more of its subsidiaries, will provide Purchaser with sufficient funds to purchase all Shares validly tendered in the Offer and, upon the terms and subject to the conditions set forth in the Merger Agreement, to complete the Merger following the consummation of the Offer. Oracle expects to obtain the necessary funds from cash on hand.
Source and Amount of Funds. 17 10. Background of the Offer; Contacts with Signal ................................... 18 11.
Source and Amount of Funds. Source of Funds. Xxxxxx Development Company and C.S. Finance L.L.C. are prepared to purchase all of the remaining outstanding Preferred B shares of Xxxxx not owned by Xx. Xxxxxx or Xxxxxx Development (up to 287,468 shares) at $3.00 per share. Assuming that the maximum number of shares sought is purchased at $3 per share, we expect that the maximum aggregate cost, including all expenses, will be approximately $870,000. The source of funds for this Offer is a contribution of cash as follows: Xxxxxx Development Company $100,000 CS Finance L.L.C. $ 270,000 Bank Line of credit* $ 500,000 Total $870,000 * "Borrowed Funds" section below. There are no conditions to the above financing, which is in place and sufficient to pay for all tendered shares.
Source and Amount of Funds. The Offer is not conditioned on any specific financing arrangements. The total amount of funds required by Purchaser to consummate the Offer and the Merger and to pay related fees and expenses is estimated to be approximately $155.8 million. Purchaser plans to obtain the funds needed for the Offer and the Merger through capital contributions and/or loans that will be made by Crane to Purchaser. To make those contributions or loans, Crane expects to use its existing cash resources and funds borrowed under its existing line of credit pursuant to the Credit Agreement (defined below). See Section 14 of this Offer to Purchase. Crane and certain of its subsidiaries are parties to a Multicurrency Credit Agreement, dated as of November 18, 1998 (the "Credit Agreement"), with the Bank of New York, as Syndication Agent, Fleet National Bank, as Documentation Agent, Chase Manhattan Bank and First Union National Bank, as Co-Agents, First National Bank of Chicago, as Administrative Agent, and other lenders. Pursuant to the Credit Agreement, Crane may borrow, on an unsecured basis, up to $300 million. Xxxxx'x current outstanding borrowings under the Credit Agreement are approximately $45 million. The Credit Agreement contains representations and warranties, conditions precedent, covenants, events of default and other provisions believed by Xxxxx to be generally found in similar agreements. The borrowings under the Credit Agreement are either Alternate Base Rate Loans or Eurocurrency Loans. The Alternate Base Rate is the greater of (a) the rate announced periodically by First National Bank of Chicago or (b) the rate published each day by the Federal Reserve Bank of New York plus one-half (.5%) percent, plus, in either case, the applicable margin, which changes depending upon Xxxxx'x corporate credit rating at the time of borrowing. The Eurocurrency Rate is the rate deposits are offered to banks in London's interbank market two business days prior to the first day of the interest period or, if no such rate exists, the rate for deposits approximately equal to such interest period, divided by one minus the reserve requirement, plus the applicable margin, which changes depending upon Xxxxx'x corporate credit rating at the time of borrowing. The Eurocurrency Rate may be fixed for one-, two-, three- or six-month periods, at Crane's option. The effective interest rate for Xxxxx'x currently outstanding borrowings under the Credit Agreement is 1.52% per annum. The foregoing summar...
Source and Amount of Funds. 15 11. Contacts and Transactions with the Company; Background of the Offer................................................... 15 12. Purpose of the Offer, the Merger Agreement; the Shareholder Agreement; Plans for the Company............................ 16 13.
Source and Amount of Funds. 12 10. Certain Information Concerning the Company ......................................... 12 11.
