Transaction Term Sheet Sample Clauses
Transaction Term Sheet. This term sheet (“Term Sheet”) sets forth the material terms for the restructuring and related funding transactions (the “Transaction”) of, among other things, (i) the obligations under that certain Indenture, dated as of October 14, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Senior Secured Notes Indenture”), by and among Quotient Limited, a public limited liability no par value company formed under the laws of Jersey, Channel Islands (the “Issuer” and, together with its direct and indirect subsidiaries, the “Company”), the Guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and (ii) the obligations under that certain Indenture, dated as of May 26, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Convertible Notes Indenture” and, together with the Senior Secured Notes Indenture, the “Indentures”), by and among the Issuer, the Guarantors party thereto, and Wilmington Savings Fund Society, FSB, as trustee. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Senior Secured Notes Indenture or the Convertible Notes Indenture, as applicable, or, if not defined therein, as defined in the Transaction Support Agreement to which this Term Sheet is attached. Overview The Transaction will provide for, among other things: • A comprehensive restructuring of the Company’s capital structure consistent with the terms and conditions of this Term Sheet that provides funding to the Company and restructures the debt obligations under the Indentures. • The exchange of obligations under the Senior Secured Notes Indenture for new senior secured notes issued by a subsidiary of a Delaware limited partnership (together with its subsidiaries and affiliates, as applicable, “Newco”) or, with the consent of the Requisite Senior Secured Holders, new senior secured term loans to a subsidiary of Newco (such notes or term loans, the “New Senior Secured Debt”), coupled with a private placement (the “Secured Debt Private Placement”) of common equity interests in Newco (and corresponding membership interests in its general partner (“GP”)) to the holders of existing notes under the Senior Secured Notes Indenture, inclusive of a grant of additional common equity interests in Newco (and corresponding membership interests in GP) to participants in the Secured Debt Pri...
Transaction Term Sheet. The Transaction Term Sheet (and all schedules, annexes, and exhibits thereof) is expressly incorporated herein by reference and made part of this Agreement as if fully set forth herein. The Transaction Term Sheet, including the schedules, annexes, and exhibits thereto, sets forth certain material terms and conditions of the Transaction. Notwithstanding anything else in this Agreement to the contrary, in the event of any inconsistency between this Agreement and the Transaction Term Sheet (including the attachments thereto, as applicable), the Transaction Term Sheet (including the attachments thereto, as applicable) shall control.
Transaction Term Sheet. The Transaction Term Sheet is expressly incorporated herein by reference and made part of this Agreement as if fully set forth herein. The Transaction Term Sheet sets forth certain material terms and conditions of the Transaction. Notwithstanding anything else in this Agreement to the contrary, in the event of any inconsistency between this Agreement and the Transaction Term Sheet, this Agreement shall control. For the avoidance of doubt, consummation of the Transaction shall be subject to the execution of the Definitive Documents, the terms and conditions set forth therein, and, if applicable, the Scheme Transaction.
Transaction Term Sheet. The Parties shall use commercially reasonable efforts, acting in good faith, to negotiate and execute any additional documentation governing the Transactions on the terms set forth on the Transaction Term Sheet in accordance with the Documentation Principles.
Transaction Term Sheet. This term sheet (including all exhibits, annexes, appendices and schedules to this term sheet, as amended, supplemented or otherwise modified from time to time, this “Term Sheet”) summarizes the material terms and conditions of certain proposed deleveraging and recapitalization transactions involving Electra Battery Materials Corporation and its subsidiaries. The Transactions (as defined below) will be consummated on the terms and subject to the conditions set forth in the Transaction Support Agreement, dated as of August 21, 2025, as amended, supplemented, amended and restated or otherwise modified from time to time (the “Agreement”), to which this Term Sheet is attached as Exhibit A. Capitalized terms used but not defined in this Term Sheet that are defined in the Agreement shall have the meanings assigned to such terms in the Agreement. THIS TERM SHEET IS NOT AN OFFER, SOLICITATION OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES. ANY SUCH OFFER, SOLICITATION OR ACCEPTANCE WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS. NOTHING CONTAINED IN THIS TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY. THIS TERM SHEET DOES NOT ADDRESS ALL TERMS THAT WOULD BE REQUIRED IN CONNECTION WITH THE TRANSACTIONS, WHICH TRANSACTIONS WILL BE SUBJECT TO DEFINITIVE DOCUMENTS, AND THE CLOSING OF ANY TRANSACTIONS SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS. Without limiting the generality of the foregoing, this Term Sheet and the undertakings contemplated herein are subject in all respects to the negotiation, execution, and delivery of definitive documents acceptable to the Company and the Consenting Convertible Noteholders in accordance with the Agreement. The regulatory, tax, accounting, and other legal and financial matters and effects related to the Transactions and any related or similar transaction have not been fully evaluated, and any such evaluation may affect the terms and structure of any Transaction or any related transactions. This Term Sheet and the information contained herein are entitled to protection from any use or disclosure to any party or person pursuant to Rule 408 of the Federal Rules of Evidence and any other similar applicable rule, statute, or doctrine protecting the use or disclosure of confidential settlement discussions.
Transaction Term Sheet. Transactions Subject to the terms and conditions of the TSA, the Company will consummate the following transactions in the order set forth below (the “Transactions”): 1. The Existing Credit Agreement will be amended as set forth in the Summary of Consent Solicitations to, inter alia, remove certain affirmative covenants, negative covenants and events of default. 2. Certain of the Company’s subsidiaries (such subsidiaries, the “A/R Originators”) will enter into a sale and contribution agreement with the Securitization Vehicle pursuant to which, among other things, the A/R Originators will sell (and, in the case of the parent entity of the Securitization Vehicle, contribute) receivables that will serve as collateral for the A/R Securitization Facility to the Securitization Vehicle and the Securitization Vehicle will use the proceeds of the A/R Securitization Facility to pay the purchase price for such sold receivables (the “A/R Purchase Price”).
Transaction Term Sheet. Existing Revolving Credit Facility The revolving credit facility under the Existing Credit Agreement (the “Existing Revolving Credit Facility”; any loans incurred under such facility outstanding as of the date hereof, the “Existing Revolving Loans” and, the lenders with respect to the Existing Revolving Credit Facility, the “Existing Revolving Lenders”). New Credit Agreement A new first lien credit agreement (the “New Credit Agreement”), which shall include the New Term Loans on the terms set forth in the New Term Loan Term Sheet attached as Exhibit B to the TSA (the “New Term Loan Term Sheet”), the New Revolving Credit Facility on terms set forth in the RCF Commitment Letter and, if applicable, the Non-Extended Revolving Credit Facility on the terms set forth herein. Amended Credit Agreement The Existing Credit Agreement as amended (the “Amended Credit Agreement”) by an amendment on the terms set forth in the Summary of Consent Solicitations – Existing Credit Agreement attached as Exhibit C to the TSA (the “Summary of Consent Solicitations”). Backstop Parties The Consenting Holders that are party to the Commitment and Participation Letter that have committed to fund the Backstop Funding Amount by acquiring the New Money Tranche B-2 Term Loans from Barclays Bank PLC in its capacity as the fronting lender (the “Funding Commitment Party”) (such parties, the “Backstop Parties”). Funding Tranche B-3 Term Loan Lenders Lenders (such Lenders, the “Funding B-3 Term Loan Lenders”) that hold Existing Tranche B-3 Term Loans that agree to fund their pro rata share of the New Tranche B-2 Term Loans in the aggregate amount required to repay in full in cash the Existing Tranche B-2 Term Loans not extended by lenders and holders of Existing Tranche B-2 Term Loans (such amount, the “Tranche B-2 Shortfall Amount”). New Tranche B-2 Term Loans New first lien tranche B-2 term loans with a latest maturity date of June 30, 2028 incurred under the New Credit Agreement on the terms set forth in the New Term Loan Term Sheet (the “New Tranche B-2 Term Loans”). New Tranche B-3 Term Loans New first lien tranche B-3 term loans with a latest maturity date of November 30, 2029 incurred under the New Credit Agreement on the terms set forth in the New Term Loan Term Sheet (the “New Tranche B-3 Term Loans” and, together with the New Tranche B-2 Term Loans, the “New Term Loans”). Steerco That certain steering committee identified by counsel to the Ad Hoc Group to counsel to the Company on th...
Transaction Term Sheet. August 21, 2025
Transaction Term Sheet. This term sheet (this “Term Sheet”) sets forth certain material terms of proposed transactions to (a) satisfy the obligations of Ferrellgas Partners, L.P. (the “Company” or “MLP”) and Ferrellgas Partners Finance Corp. (“FPFC”) under the 8.625% Senior Notes due 2020 (the “2020 Notes”) issued by MLP and FPFC pursuant to the Indenture dated April 13, 2010 (as amended, modified or supplemented) between MLP and FPFC, as Issuers, and U.S. Bank National Association, as Trustee (the “2020 Indenture”) (the “MLP Transaction”) and (b) delever Ferrellgas, L.P. (“OpCo”) through the transactions described herein (the “OpCo Transactions,” together with the MLP Transaction, the “Transactions”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the transaction support agreement to which this Term Sheet is attached (together with all exhibits and supplements attached thereto, including this Term Sheet, the “TSA”). This Term Sheet does not include descriptions of all terms, conditions and other provisions that will be contained in definitive documentation relating to the Transactions and is not intended to limit the scope of discussions and negotiation of any matters not inconsistent with the specific matters set forth herein. The documents executed to effectuate the Transactions, including the TSA (collectively, the “Definitive Documents”) will not contain any material terms or conditions that are inconsistent in any material respect with this Term Sheet. Until such time as the other Definitive Documents are executed and delivered consistent with the consent rights in the TSA, this Term Sheet (together with any Exhibits) shall control all other documentation relating to the Transactions, including drafts of the TSA and Definitive Documents. After the Definitive Documents have been executed and delivered, the Definitive Documents and their Exhibits shall control all other documentation relating to the Transactions, superseding in its entirety this Term Sheet. This Term Sheet is proffered in the nature of a settlement proposal in furtherance of settlement discussions and is entitled to protection from any use or disclosure to any party or person pursuant to Federal Rule of Evidence 408 and any other rule of similar import. Implementation The Transactions will be accomplished through execution of the Definitive Documents and the transaction steps set forth in the TSA and this Term Sheet. The MLP Transaction will be effectuated through...