Debt Pushdown definition

Debt Pushdown means, collectively, the following transactions, among others:
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Debt Pushdown means the pushdown of debt within the Group substantially in the manner described in the Structure Memorandum or otherwise in a manner (notified in writing to the Facility Agent) that does not adversely affect the interests of the Lenders in any material respect.
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Debt Pushdown means the borrowing of debt by members of the Target Group and the repayment of debt borrowed by the Company under the Facilities substantially in the manner contemplated by the Structure Memorandum and in compliance with the requirements set out in Clause 3.2 (Debt Pushdown) or such other manner as has been previously approved in writing by the Majority Lenders acting reasonably and any Lender (such Lender also forming part of the Majority Lenders) the position of which would be prejudiced as a result of such other manner being implemented when compared to their respective position if the approach specified in the Structure Memorandum was implemented as contemplated therein.
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Examples of Debt Pushdown in a sentence

  • To the extent the Debt Pushdown has not been completed upon consummation of the Merger, each of Newco, VM Secured Finance, VM FinanceCo and the Guarantors shall take all necessary actions so that the Debt Pushdown shall be fully completed as soon as reasonably practicable after consummation of the Merger and in any event within 30 Business Days of completion of the Merger.

  • For the avoidance of doubt, following consummation of the Debt Pushdown, this Section 4.25 will be of no further force or effect.

  • To the extent the Debt Pushdown has not been completed upon consummation of the Acquisition, each of Bidco, the Issuers and the Guarantors shall take all necessary actions so that the Debt Pushdown shall be fully completed as soon as reasonably practicable after consummation of the Acquisition and in any event within 35 days of completion of the Acquisition.

  • In connection with the Debt Pushdown, Unitymedia, as issuer, will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, and upon such substitution, the predecessor Issuer will be released from its obligations under this Indenture and the Notes.

  • Other than Sections 4.01, 4.02, 4.24 and 4.25, the following covenants will not be applicable until the consummation of the Debt Pushdown on the Debt Pushdown Date in accordance with this Indenture.

  • In connection with the Debt Pushdown and on the date of such Accession Agreement, each Parent Guarantor and Subsidiary Guarantor shall execute and deliver to the Trustee a supplemental Indenture in the form set forth in Exhibit E hereto and a notation of guarantee in the form set forth in Exhibit G hereto pursuant to which such Parent Guarantor or Subsidiary Guarantor will provide a Note Guarantee.

  • In connection with the Debt Pushdown, Virgin Media Secured Finance PLC, as issuer, will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, and upon such substitution, the predecessor Issuer will be released from its obligations under this Indenture and the Notes.

  • In connection with the Debt Pushdown and on the date of such Accession Agreement, without the consent of any Holder, each Parent Guarantor and Subsidiary Guarantor listed in Schedule A hereto shall execute and deliver to the Trustee a supplemental Indenture in the form set forth in Exhibit E hereto and a notation of guarantee in the form set forth in Exhibit G hereto pursuant to which such Guarantor will provide a Note Guarantee.

  • The Company shall procure that, as soon as reasonably practicable after the Closing Date, the Debt Pushdown is completed in all material respects in the manner set out in the Structure Memorandum (or otherwise in a manner which does not adversely affect the interests of the Lenders in any material respect) or otherwise in a manner approved by the Majority Lenders acting reasonably.

  • Pursuant to the Debt Pushdown, the April 2021 VM Dollar Senior Secured Notes, the 2023 VM Dollar Senior Notes and the dollar-denominated VM Facility B in the VM Credit Facility became obligations of Virgin Media Secured Finance PLC and Virgin Media Finance PLC, respectively, both of which are U.K. subsidiaries of Virgin Media with U.K. pound sterling functional currencies.


More Definitions of Debt Pushdown

Debt Pushdown shall have the meaning given to such term in Clause 21.20 (Debt Pushdown).
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Debt Pushdown means, prior to the SPV Structure Termination Date, at the option of the Proceeds Loan Borrowers, a pushdown of any Proceeds Loans and all related obligations under the Proceeds Loan Agreement through the corporate structure of the Restricted Group through one or a combination of the following methods: (i) the Proceeds Loan Borrowers will repay the applicable Proceeds Loans, together with accrued and unpaid interest and the SPV Borrower and/or the Initial Guarantor will on the day of repayment use the proceeds from such repayment to make new Proceeds Loans under the Proceeds Loan Agreement (the “Debt Pushdown Proceeds Loans”) to a Proceeds Loan Obligor (the “Debt Pushdown Proceeds Loan Borrower”) such that the currency, principal amount, maturity date, interest rate and interest period (which will be deemed to accrue from the last interest payment date of the applicable Proceeds Loan prior to repayment) of a Debt Pushdown Proceeds Loan will effectively be the same as the currency, principal, maturity, interest rate and interest period of the applicable Proceeds Loan prior to repayment; (ii) the novation or other transfer of the rights and obligations of the applicable Proceeds Loan Borrowers to the Debt Pushdown Proceeds Loan Borrower, (iii) the merger of the Proceeds Loan Borrowers with the Debt Pushdown Proceeds Loan Borrower, or (iv) any similar transaction.
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Debt Pushdown means the pushdown, at the option of the Initial Proceeds Loan Borrower and the SPV Borrower, of the Initial Notes Proceeds Loan and certain other proceeds loans and obligations thereunder through their corporate structure through one or a combination of methods.
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Debt Pushdown means the novation, transfer or push down of all or part of the rights and obligations of a borrower of Facility B to another member of the Group in accordance with the provisions of the Senior Term Facilities Agreement.
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Debt Pushdown means, collectively, the following transactions, among others: 15 LO\2496645.9
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Related to Debt Pushdown

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Performing Cash Pay High Yield Securities means High Yield Securities (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semiannual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Consolidated First Lien Net Debt means Consolidated Total Net Debt minus the sum of (i) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is not secured by any Lien on the Collateral and (ii) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is secured by Liens on the Collateral, which Liens are expressly subordinated or junior to the Liens securing the Obligations.

  • Debt Incurrence means any issuance or sale by the Borrower or any of its Subsidiaries of any Debt after the Closing Date other than Permitted Debt.

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

  • Consolidated First Lien Debt means, as to any Person at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by a first priority Lien on any asset or property of such Person or its Restricted Subsidiaries that constitutes Collateral.

  • Performing Non-Cash Pay High Yield Securities means Performing High Yield Securities other than Performing Cash Pay High Yield Securities.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Consolidated First Lien Net Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

  • High Yield Securities means debt Securities and Preferred Stock, in each case (a) issued by public or private issuers, (b) issued pursuant to an effective registration statement or pursuant to Rule 144A under the Securities Act (or any successor provision thereunder) or other exemption to the Securities Act and (c) that are not Cash Equivalents, Mezzanine Investments or Bank Loans.

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Consolidated First Lien Secured Debt means Consolidated Total Debt as of such date that is not Subordinated Indebtedness and is secured by a Lien on all of the Collateral that ranks on an equal priority basis (but without regard to the control of remedies) with Liens on all of the Collateral securing the Obligations.

  • First Lien Net Leverage Ratio means, with respect to any Test Period, the ratio of (i) Consolidated Total Indebtedness secured on a first lien basis, net of Unrestricted Cash, as of the last day of such Test Period, to (ii) Consolidated EBITDA for such Test Period.

  • Subordinated Intercompany Debt shall have the meaning assigned to such term in Section 6.01(e).

  • Permitted First Priority Refinancing Debt means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or senior secured loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Obligations and is not secured by any property or assets of Holdings and its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature prior to the Maturity Date of the Refinanced Debt and such Indebtedness shall have a Weighted Average Life to Maturity that is not shorter than the Refinanced Debt, (iv) to the extent applicable, the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) no Restricted Subsidiary guarantees such Indebtedness unless it is a Subsidiary Guarantor (or becomes a Subsidiary Guarantor substantially concurrently with the incurrence of such Indebtedness); provided that, if, at any time, such Restricted Subsidiary ceases to be a Guarantor, it shall not guarantee such Indebtedness, (vi) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions) reflect market terms and conditions at the time of incurrence and issuance; provided, that, to the extent such terms and documentation are not substantially identical to the Indebtedness being refinanced, (x) such terms (taken as a whole) shall be less favorable to the providers of such Permitted First Priority Refinancing Debt than those applicable to the Indebtedness being refinanced, except, in each case, for financial or other covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date, or (y) such documentation shall be reasonably acceptable to the Administrative Agent and (vii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to a Pari Passu Intercreditor Agreement and the Administrative Agent shall have become a party to the Pari Passu Intercreditor Agreement (or any then-existing Pari Passu Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral as provided in clause (i) above). Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Specified Refinancing Debt has the meaning specified in Section 2.18(a).

  • Consolidated First Lien Indebtedness means Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of any Borrower or Restricted Subsidiary.

  • Consolidated First Lien Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated First Lien Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters of the Borrower most recently ended.

  • Senior Funded Debt means all Funded Debt of the Company or its Subsidiaries (except Funded Debt, the payment of which is subordinated to the payment of the Notes).

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • First Lien Notes means (a) senior secured loans or notes of the U.S. Borrower (which notes or loans may either be secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations or may be secured by a Lien ranking junior to the Lien on the Collateral securing the U.S. Obligations, but shall not be secured by any assets that do not constitute Collateral securing the U.S. Obligations) incurred after the Amendment Effective Date (i) the terms of which do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the latest Term Facility Maturity Date in effect at the time of the issuance thereof (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default) and (ii) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the U.S. Borrower and the Subsidiaries than those set forth in this Agreement; provided that a certificate of the Chief Financial Officer of the U.S. Borrower delivered to the Administrative Agent in good faith at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the U.S. Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement and (b) loans or notes borrowed or issued in connection with any refinancing, refunding, renewal or extension of any First Lien Notes; provided that (i) in connection with any such refinancing, refunding, renewal or extension, the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (ii) such refinancing Indebtedness otherwise complies with this definition and (iii) if such Indebtedness being refinanced is not secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations, then such refinancing Indebtedness may not be secured with a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations. Notes issued by the U.S. Borrower in exchange for any First Lien Notes in accordance with the terms of a registration rights agreement entered into in connection with the issuance of such First Lien Notes shall also be considered First Lien Notes.

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

  • Net Financial Debt ’ means “Gross Financial Debt” less “cash and cash equivalents”. This measure offers to the reader a global view of the Financial Debt without considering the payment terms and reduced by the effects of the available cash and cash equivalents to face these future payments.

  • Intercompany Indebtedness means Indebtedness of Company or any of its Subsidiaries which is owing to Company or any of its Subsidiaries.