Transaction Overview. Strict Foreclosure Transaction The Restructuring shall be effected as follows promptly after the occurrence of one or more Events of Default under the 2019 and 2020 Indentures: The following NewCo entities shall have been formed prior to the consummation of the Strict Foreclosure Transaction: (i) a limited liability company (“Bondholder NewCo”), which, if desired, could be classified as a C-corporation, (ii) a direct subsidiary of Bondholder NewCo, which will also be a holding company, and may be an LLC (including an LLC classified as a corporation) or a C-Corp (“Bondholder Intermediate Holdco”), and (iii) a direct subsidiary of Bondholder Intermediate Holdco, which may be a C-Corp or an LLC classified as a corporation (“Bondholder OpCo”) (the parties agreeing that they will work cooperatively with each other in performing additional tax, securities and corporate law analysis necessary to determine the most efficacious form of entities to ultimately use to effectuate the Restructuring); At the direction of the respective Indenture Trustees, who in turn shall be acting at the direction of the respective holders of a majority of the 2019 and 2020 Notes, and with the consent of the Revolver Administrative Agent, the Collateral Agent under, and as defined in, that certain Collateral Agreement, dated as of April 29, 2011 (the “Collateral Agreement”), among the Company, certain of its direct and indirect subsidiaries, the Revolver Administrative Agent, the Indenture Trustee under the 2019 Indenture, and ComputerShare Trust Company, N.A., as successor to U.S. Bank National Association, as Collateral Agent (together with any sub-collateral agent appointed by such collateral agent, the “Collateral Agent”), and CCFI shall enter into and consummate a strict foreclosure agreement (the “Strict Foreclosure Agreement”), substantially in the form attached hereto as Exhibit A, pursuant to which the Collateral Agent shall acquire, in full satisfaction of all 2019 and 2020 Note Claims, the transferrable right to acquire all right, title and interest in and to, all of the pledged equity interests in the first-tier subsidiaries of CCFI and all other assets of CCFI, free and clear of all liens, claims and encumbrances, (the “Specified Collateral”), and, if Required Consenting Noteholders have consented to such merger, thereafter CCFI shall merge with and into Bondholder NewCo, or a direct or indirect subsidiary thereof, at a time to be determined; The Collateral Agent shall ...
Transaction Overview. On January 7, 2017 Aurobindo Pharma Limited (APL) , by & through Agile Pharma BV* made an announcement having entered into a Binding agreement to acquire Generis Farmaceutica SA and its subsidiaries (“Generis”).
Transaction Overview. The Agreement provides the Parties with a path to a full integration of the Agua Rica project and the Alumbrera mine technically and legally. The ownership of the Parties upon the consummation of the integration structure is set forth below: Yamana 56.25% Glencore 25.00% Goldcorp 18.75% In respect of the contribution of the Parties, Yamana will contribute its current 100% interest in the Agua Rica project and its 12.5% interest in Alumbrera, while Glencore and Goldcorp will contribute their respective 50% and 37.5% interests in Alumbrera. Full integration is expected to occur with the filing of the full feasibility study and EIA. The integration transaction structure will be determined based on the final construction financing plan, which may include completing a business transaction or other monetization event involving one or more third parties with respect to the Integration Project, and which may include a going public transaction. During this period the Parties will further advance the technical work to facilitate the permitting and dialogue with communities and stakeholders, perform confirmatory due diligence, finalize binding agreements with government stakeholders and finalize the legal integration structure. Qualified Persons Scientific and technical information contained in this press release has been reviewed and approved by Xxxxxxxxx Xxxxxxx (Senior Director, Geology and Mineral Resources). Xxxxxxxxx Xxxxxxx is an employee of Yamana Gold Inc. and a "Qualified Person" (“QP”) as defined by Canadian Securities Administrators' National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Mineral Reserve Statement, Agua Rica Project Proven Mineral Reserves Tonnes Grade Contained (000's) (g/t) oz. (000's) Probable Mineral Reserves Tonnes Grade Contained (000's) (g/t) oz. (000's) Total Tonnes (000's) Proven Grade (g/t) & Probable Contained oz. (000's) Gold 384,871 0.25 3,080 524,055 0.21 3,479 908,926 0.22 6,559 Silver 384,871 3.7 46,176 524,055 3.3 56,070 908,926 3.5 102,246 Tonnes (000's) Grade (%) Contained lbs (mm) Tonnes (000's) Grade (%) Contained lbs (mm) Tonnes (000's) Grade (%) Contained lbs (mm) Copper 384,871 0.56 4,779 524,055 0.43 5,011 908,926 0.49 9,790 Moly 384,871 0.033 279 524,055 0.030 350 908,926 0.031 629 Mineral Resource Statement, Agua Rica Project Measured Mineral Resources Tonnes Grade Contained (000's) (g/t) oz. (000's) Indicated Mineral Resources Tonnes Grade Contained (000's) (g/t) oz. (000's) Total Measured & ...
Transaction Overview. To accomplish the goals provided in Section II. Parties’ Goals, the Parties have negotiated the proposed transactions to implement the Project as more particularly set forth below.
Transaction Overview. Summary · REMA and the Consenting PTC Holders intend to restructure REMA’s leveraged lease arrangements in respect of the Keystone Plant(3) and Conemaugh Plant,(4) including the approximately $209.4 million(5) of issued and outstanding Series C Pass Through Trust Certificates due 2026 related thereto. · The Parties have engaged in good-faith, arms’ length negotiations and agreed to settle any and all claims that may be asserted by the PTCs, the Pass Through Trustee, the Lease Indenture Trustees, or the Owner Lessors related to the Keystone and Conemaugh Operative Documents, generally as follows, in full satisfaction of any and all claims arising from the rejection or termination of the leases of the Keystone and Conemaugh Plants: · one or more newly created entities owned by the PTC Holders (“KeyCon Owner”), either directly or indirectly via the Lease Indenture Trustees, Pass
Transaction Overview. Holdings, Keystone and each of its subsidiaries identified in the footnote below (collectively, the “Debtors”).2 Creditors: ABL Claims: consisting of the $48.3 million in unpaid principal, plus interest and fees, and $4.4 million in undrawn letters of credit, arising under or in connection with that certain Revolving Credit Agreement, dated as of January 12, 2007, among Keystone, the ABL Agent, the lenders from time to time party thereto, and the other agents party thereto (as amended, restated, supplemented or otherwise modified from time to time) (the “ABL Credit Facility”);
Transaction Overview. Overview of the Restructuring: The Debtor will implement the Restructuring pursuant to the Acceptable Plan. The Acceptable Plan will provide for the classification and treatment of Claims and Interests as described below under the heading “Classification and Treatment of Claims and Interests.”
Transaction Overview. The transaction values the combined company at a pro forma enterprise value of approximately $1.0 billion, and is expected to provide up to $400 million of gross proceeds to Arqit from a combination of $345 million of cash held in Centricus’ trust account (assuming minimal redemption from Centricus existing shareholders), and approximately $70 million from a fully committed PIPE. All existing shareholders and investors will continue to hold their equity ownership, and current Arqit shareholders will remain the majority owners of the combined company at closing. In addition to financial investors, strategic investors Heritage Group, Virgin Orbit and Sumitomo Corporation have agreed to invest in the PIPE offering. The proposed transaction was unanimously approved by Axxxx’s board of directors as well as Centricus’ board of directors and is expected to be completed by the end of the third quarter of 2021. The proposed transaction will be subject to approval by Centricus’ shareholders and satisfaction or waiver of the closing conditions identified in the Business Combination Agreement. Additional information about the proposed transaction, including a copy of the Business Combination Agreement, will be provided in a Current Report on Form 8-K to be filed by Centricus with the Securities and Exchange Commission (the “SEC”) and will be available at wxx.xxx.xxx. In addition, Arqit Quantum Inc., a newly formed Cayman holding company, intends to file a registration statement on Form F-4 with the SEC, which will include a proxy statement/prospectus of Centricus, and will file other documents regarding the proposed transaction with the SEC. Deutsche Bank is serving as financial advisor and capital markets advisor to Arqit and as a placement agent on the PIPE offering. J.X. Xxxxxx is serving as financial advisor to Centricus in connection with the business combination and as a placement agent on the PIPE offering. White & Case LLP is serving as legal advisor to Arqit Limited. Lxxxxx & Wxxxxxx LLP is serving as legal advisor to Centricus Acquisition Corp. Sidley Austin LLP is serving as legal advisor to the placement agents. Arqit and Cxxxxxxxx will host a joint investor conference call to discuss the proposed transaction on May 12, 2021, at 9:00 AM EST / 2:00 PM BST. Interested parties may listen to the prepared remarks call via: United States Toll-Free: +0 000 000 0000 United States Toll / International: +0 000 000 0000 Access Code: 267151 When the call is complete, ...
Transaction Overview. Tac-Air and TADS are currently involved in negotiations to acquire __________ (the “Aircraft”) and related assets from __________ (collectively the “Acquisition”). Tac-Air has the personnel to fly, maintain, operate the Aircraft and manage any related government contracts. TADS, either itself or though its third party relationships, has the resources to fund and experience to support the Acquisition and operation of the Aircraft. Upon closing of the Acquisition, the Aircraft shall be jointly owned by, and for the joint benefit of TADS and Tac-Air, and managed and deployed by Tac-Air. The Parties shall immediately commence preparation of definitive legal agreements relating to the joint ownership and operation of the Aircraft and other commitments contemplated herein (the “Definitive Agreements”), which shall be finalized before the closing of the Acquisition. The Definitive Agreements will contain the general provisions outlined herein, in addition to the usual and customary representations and warranties, covenants, conditions, and indemnifications for transactions of this kind.
Transaction Overview. The Company: (1) Memorial Production Partners LP (2) Memorial Production Partners GP LLC (3) MEMP Services LLC (4) Memorial Production Operating LLC (5) Memorial Production Finance Corporation (6) WHT Energy Partners LLC (7) WHT Carthage LLC (8) Memorial Midstream LLC (9) Beta Operating Company, LLC (10) Columbus Energy, LLC (11) Rise Energy Operating, LLC (12) Rise Energy Minerals LLC (13) Rise Energy Beta, LLC (14) San Xxxxx Bay Pipeline Company (15) Memorial Energy Services LLC 1 Capitalized terms used but not otherwise herein defined have the meanings ascribed to them in either Annex 1 attached hereto or the Plan Support Agreement (as defined herein). To the extent of any direct conflict between this Restructuring Term Sheet and the Plan Support Agreement, this Restructuring Term Sheet will govern and control.
