Transaction Overview. Parties: Hercules Offshore, Inc. (“HERO”) and its subsidiaries that are party to the First Lien Credit Agreement (as defined below), each of which shall be a party to the RSA (collectively with HERO, the “HERO Entities”). The ad hoc group (the “Ad Hoc Group”) comprised of certain First Lien Lenders (as defined below) and listed on the signature pages attached to the RSA. Transaction Summary: Subject to the terms and conditions of this Term Sheet, the RSA and Definitive Documentation, HERO, each of the other HERO Entities that is a domestic United States entity (other than Hercules Liftboat Company, LLC and Hercules Offshore International, LLC) (collectively, the “Debtors”) shall restructure and implement a process to monetize their assets and wind-down their operations through a “pre-packaged” chapter 11 plan (the “Plan”), which shall be filed with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), in cases (the “Chapter 11 Cases”) commenced by the Debtors by no later than June 6, 2016 (the date on which the Chapter 11 Cases are commenced, the “Petition Date”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). Agreements entered into or terminated by the HERO Entities contemplating the sale of any of the HERO Entities’ vessels that secure the First Lien Claims shall be subject to the approval of the Requisite Consenting Lenders, whether entered into before, or during the Chapter 11 Cases, which consent of the Requisite Consenting Lenders shall not be unreasonably withheld. In connection with that certain Amended and Restated Forbearance Agreement, dated May 26, 2016, by and between the HERO Entities, the Administrative Agent, and certain of the First Lien Lenders (the “Amended and Restated Forbearance Agreement”), the Escrow Agent (as defined in the First Lien Credit Agreement (as defined below)) shall distribute all the funds in the Escrow Account (as defined in the First Lien Credit Agreement) to the First Lien Agent to prepay amounts due under the First Lien Credit Agreement pursuant to Section III(d) of the Escrow Agreement (as defined in the First Lien Credit Agreement) and Section 2.10(a)(i) of the First Lien Credit Agreement (the “Escrow Release Payment”). If the First Lien Agent shall not have received the Escrow Release Payment by the date that is 3 business days after the delivery by the First Lien Agent of a written instruction to the Escrow Agent to distribute all of the funds ...
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”). Generis is the ‘most sold’ pharmaceutical brand in Portugal. The Generis Group is currently ranked #2 by value in the Portuguese generic pharma market APL already has an existing presence in Portugal via its subsidiaries Aurovitas Unipessoal LDA and Aurobindo Pharma (Portugal) Unipessoal Limitada ranked #11 and #17 respectively by value in the generic pharma market This acquisition offers an excellent opportunity to strengthen APL’s existing presence, and catapults APL group to the # 1 position by value and volume in the Portuguese generic market Transaction includes production facility at Amadora, Portugal with capacity of 1.2 billion tablets/capsules/sachets Total consideration for acquisition is €135m (incl net working capital of € 21.7mn) * Wholly owned , Step-down subsidiary of APL India, # Source: HMR MAT 11.2016 (Value: Sell Out Public Price; Volume: Sell Out Units) Closing of the transaction is conditional on certain anti-trust approvals Rationale For Transaction 1 Portugal has pharma market size of €3.4 bn. Generic penetration in volume is at ~30% in packs which is below several other European peers, signifying a high growth potential Generis has the most comprehensive product portfolio compared to its peers. This helps establish it as a preferred supplier for its customers Generis brand loyalty allows not only the high market share in the Portuguese market but also provides premium pricing power within generics resulting in better margins Highly experienced management team of Generis, with proven track-record in the generics industry One of the largest commercial teams in Portugal with excellent customer relationship in the generics market * Source: IMS MAT Q3 2016 Modern manufacturing facility to help Aurobindo service the Portuguese market efficiently and capture untapped business opportunities for APL group’s other European subsidiaries (short lead-time tenders, low volume products) leading to improvement in capacity utilisation from current 50% to over 80% by 2020 Synergies from Aurobindo’s vertical integration, new products portfolio launch through Number 1 7 company and improved capacity utilisation are expected to be €2m in Calendar Year 2018, €5m in 2019, and expected to improve further on an annual basis The Portugu...
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: Party Percentage Ownership Interest 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)...
Transaction Overview. ● Issuer: Nature’s Miracle Holding Inc. (NMHI) ● Investment Amount: [ ] ● Notes Type: Unsecured Convertible Notes
Transaction Overview. Overview of the Restructuring: The Restructuring will be implemented through the commencement of prepackaged Chapter 11 Cases by the Company to pursue confirmation of the Plan, which will be solicited to holders of Senior Notes Claims prior to the Petition Date. As a component of the Restructuring and consistent with the Equity Rights Offering Documents, (i) each Senior Noteholder will be offered the right to purchase its Pro Rata share of New Common Shares for an aggregate purchase price of $150,150,000 (the “Senior Noteholder Rights Offering”) and (ii) subject to the Existing Equity Cash Out (as defined below), each holder of Existing Equity Interests will be offered the right to purchase its Pro Rata share of New Common Shares for an aggregate purchase price of up to $14,850,000 (the “Existing Equity Interests Rights Offering,” and together with the Senior Noteholder Rights Offering, the “Equity Rights Offerings”), in each case, at a price per share equal to a 26% discount to Plan Value based on the lower of (A) the Total Enterprise Value or (B) an assumed total enterprise value of $425 million. The proceeds of the Equity Rights Offerings will be used by the Company to (i) provide additional liquidity for working capital and general corporate purposes, (ii) pay all reasonable and documented Restructuring Expenses, and (iii) fund Plan distributions. As of the Effective Date, the Revolving Credit Agreement Claims, Senior Notes Claims, Existing Equity Interests, and Other Equity Interests will be cancelled, released, and extinguished and will be of no further force and effect.
Transaction Overview. Debtors: Acquisition Sub, Aquilex Holdings LLC (“Holdings”); Aquilex Corporation; Aquilex Finance Corp.; Aquilex HydroChem, Inc.; Aquilex HydroChem Industrial Cleaning, Inc.; Aquilex Specialty Repair and Overhaul, Inc.; Aquilex WSI, Inc.; and Aquilex SMS, Inc. (collectively, the “Debtors”).
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. Overview of Restructuring: The Restructuring will be implemented through the Chapter 11 Cases commenced by the Company to pursue confirmation of a prenegotiated chapter 11 plan consistent with the terms herein. As a component of the Restructuring and consistent with the Rights Offering Documents, each eligible 1.5L Noteholder will be offered the right to purchase up to its Pro Rata share of New Common Shares for an aggregate value of up to $475 million (as described below, the “Rights Offering”). The Company may also, with the consent of the Initial Supporting Noteholders, consummate a private placement of New Common Shares, subject to dilution by the Xxxxx Shares and EIP Shares, for an aggregate purchase price of up to $75 million (the “Private Placement”), in Cash, on terms acceptable to the Company and the Initial Supporting Noteholders. The proceeds of the Rights Offering and the Private Placement will be used by the Company to (i) pay down the DIP Facility and the RBL Facility, (ii) pay all reasonable and documented Restructuring Expenses, and (iii) fund Plan distributions, case administration expenses, and exit costs. The terms of the Rights Offering shall be in accordance with the Backstop Agreement to be executed concurrently with the PSA and otherwise acceptable to the Initial Supporting Noteholders. On the Effective Date, Apollo and Access may contribute their equity interests in Xxxxx to the Reorganized Debtors in exchange for the Xxxxx Shares, subject to the agreement of the Company, Access and the Initial Supporting Noteholders. As of the Effective Date, the DIP Claims, RBL Claims, 1.5L Notes Claims, Unsecured Notes Claims, General Unsecured Claims, Existing Equity Interests, and Other Equity Interests will be cancelled, released, and extinguished and will be of no further force or effect.
Transaction Overview. The transaction is subject to approval by stockholders of DWAC and TMTG and other customary closing conditions, including any applicable regulatory approvals. Additional information about the transaction will be provided in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission ("SEC") and available at wxx.xxx.xxx. In addition, the Company intends to file a registration statement on Form S-4 with the SEC (the “Registration Statement”), which will include a proxy statement/prospectus of DWAC, and will file other documents regarding the proposed business combination with the SEC.
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
