CPLV Holding definition

CPLV Holding will be a newly formed holding company that owns 100% of CPLV Sub. Receipt of CPLV Mezzanine Debt If CPLV Mezzanine Debt is issued, then it shall be distributed as follows: • The first $300 million of CPLV Mezzanine Debt shall be distributed 1/3 to the First Lien Bank Lenders and 2/3 to the First Lien Noteholders; and • Any CPLV Mezzanine Debt over $300 million shall be distributed 1/2 to the First Lien Bank Lenders and 1/2 to the First Lien Noteholders. The $2,600 million aggregate total amount of cash proceeds from the CPLV Market Debt and the principal amount of CPLV Mezzanine Debt (and the proceeds from the PropCo Preferred Equity applied to reduce the amount of CPLV Mezzanine Debt and CPLV Market Debt) will be allocated as follows: • $1,450 for First Lien Bank Holders and • $1,150 for First Lien Bondholders, with the amount of CPLV Mezzanine Debt to be issued to each in accordance with the above.
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CPLV Holding will be one or more newly formed holding companies that directly owns 100% of CPLV Sub. The material terms of the operating lease are set forth on Annex II. Issuance of CPLV Market Debt Issuance of CPLV Market Debt as per Modified Plan. CPLV Mezzanine Debt Issuance of CPLV Mezzanine Debt as per Modified Plan. Material terms of the CPLV Market Debt and CPLV Mezzanine Debt are annexed hereto as Annex V. Receipt of CPLV Mezzanine Debt If CPLV Mezzanine Debt is issued, then it shall be distributed as per Modified Plan.
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CPLV Holding will be one or more newly formed holding companies that directly owns 100% of CPLV Sub. The material terms of the operating lease are set forth on Annex II. Issuance of CPLV Market Debt CPLV Sub and/or CPLV Holding, as applicable, shall each use commercially reasonable efforts to finance $2,600 million of CPLV Debt with third party investors for cash proceeds (the “CPLV Market Debt”) on or before consummation of the Restructuring (with 100% of the net proceeds being used to increase the cash payments to the First Lien Bank Lenders and the First Lien Noteholders). At least $1,800 million of CPLV Market Debt must be issued. If $1,800 million or more but less than $2,600 million of CPLV Market Debt is issued, the difference will be issued to the First Lien Bank Lenders in the form of the New Second Lien PropCo Debt Upsize Amount (except if the Bank Mezzanine Election is made, in which case the First Lien Bank Lenders will be issued CPLV Mezzanine Debt) and to the First Lien Noteholders in the form of CPLV Mezzanine Debt (subject, in the event the amount of CPLV Market Debt is less than $2,000 million, to the right of the First Lien Noteholders to have their CPLV Mezz Upsized Amount issued in the form of Preferred Equity Upsize rather than CPLV Mezzanine Debt, as set forth below).10 The principal amount of CPLV Market Debt, CPLV Mezzanine Debt, New Second Lien PropCo Debt Upsize Amount, and, if applicable, the Preferred Equity Upsize shall collectively total $2,600 million. Notwithstanding the above, to the extent PropCo Preferred Equity is issued, the proceeds thereof (other than in respect of the Preferred Equity Upsize, if applicable) shall first reduce the principal amount of CPLV Mezzanine Debt (if any) to be issued to the First Lien Noteholders and second, reduce the principal amount of New Second Lien PropCo Debt to be issued to the First Lien Noteholders, and third reduce the principal amount of CPLV Market Debt (provided that CPLV Market Debt shall not be reduced to an amount below $1,800 million). The weighted average yield on the CPLV Market Debt and CPLV Mezzanine Debt will be capped such that the annual debt service shall not exceed $130 million, which shall be reduced by a dollar amount equal to (i) every dollar of the New Second Lien PropCo Debt Upsize Amount issued to the First Lien Bank Lenders multiplied by (ii) 0.072072072, provided that the cap shall not be reduced below $106 million.
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Examples of CPLV Holding in a sentence

  • CPLV Holding and CPLV Sub shall each constitute an unrestricted subsidiary of the Issuer on the Closing Date.

  • Each of Borrower, CPLV Holding (as defined below) and CPLV Sub shall be a special purpose, bankruptcy remote entity satisfactory to the Requisite Consenting Creditors with two (2) independent directors and otherwise complying with all applicable rating agency standards for such entities (a “SPE”).

  • In addition, CPLV Holding and CPLV Sub shall each constitute an unrestricted subsidiary of the Borrower on the Closing Date.

Related to CPLV Holding

  • Direct holdings means all publicly traded securities of a company that are held directly by the state treasurer or a retirement system in an actively managed account or fund in which the retirement system owns all shares or interests.

  • CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.

  • Holdco has the meaning set forth in the Preamble.

  • CFC Holding Company means a Subsidiary, substantially all of the assets of which consist of Equity Interests or Indebtedness of (a) one or more CFCs or (b) one or more CFC Holding Companies.

  • Parent Holding Company means any direct or indirect parent entity of Holdings which holds directly or indirectly 100% of the Equity Interest of Holdings and which does not hold Capital Stock in any other Person (except for any other Parent Holding Company).

  • Foreign Holding Company means any Domestic Subsidiary substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries or other Foreign Holding Companies.

  • Minimum Holding means the minimum number or value of Shares which must be held by Shareholders as specified in the relevant Supplement.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • OpCo has the meaning set forth in the Preamble.

  • Holdings LLC Agreement means the Third Amended and Restated Limited Liability Company Agreement of Holdings, dated on or about the date hereof, as such agreement may be amended from time to time.

  • Intermediate Holding Company means any Subsidiary of Holdings (of which Holdings, directly or indirectly, owns 100% of the issued and outstanding Equity Interests) that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Lead Borrower.

  • GP means Gottbetter & Partners, LLP.

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • Indirect holdings means all securities of a company that are held in an account or fund, including a mutual fund, that is managed by one or more persons who are not employed by the state treasurer or a retirement system, if the state treasurer or retirement system owns shares or interests either:

  • Intermediate Holdco means Sunnova Intermediate Holdings, LLC, a Delaware limited liability company.

  • New Holding Company means a corporation that is not a bank, association, or national banking association and as to which all of the following apply:

  • Holdings has the meaning specified in the introductory paragraph to this Agreement.

  • Natural parent means a minor's biological or adoptive parent, and includes the minor's noncustodial parent.

  • New Holdings shall have the meaning provided in the definition of the term “Holdings”.

  • Bank Holding Company means a company registered as such with the Federal Reserve pursuant to 12 U.S.C. §1842 and the regulations of the Federal Reserve promulgated thereunder.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • GP LLC means Plains All American GP LLC, a Delaware limited liability company.

  • Qualified CFC Holding Company means a Wholly Owned Subsidiary of the Issuer that is a limited liability company, the primary asset of which consists of Equity Interests in either (i) a Foreign Subsidiary or (ii) a limited liability company the primary asset of which consists of Equity Interests in a Foreign Subsidiary.

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.

  • Topco has the meaning set forth in the Preamble.

  • New Holdco means the direct or indirect Subsidiary of the Ultimate Parent following the Post-Closing Reorganizations.