Debt Securities Offering definition

Debt Securities Offering has the meaning set forth in the recitals to this Agreement.
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Debt Securities Offering means either a public offering of debt securities registered pursuant to the Securities Act, or a private placement of debt securities (other than commercial paper) exempted from registration under the Securities Act and issued pursuant to Rule 144A promulgated by the Securities and Exchange Commission.
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Debt Securities Offering means any offering by the Borrower, in its sole discretion, of debt securities that are not convertible into Capital Stock (the “Debt Securities”), pursuant to which either (A) the terms of the Debt Securities (when taken as a whole) could not reasonably be expected to materially and adversely affect the syndication of the 2013-2 Additional Term Facility or (B) if clause (A) above is not satisfied, the Debt Securities mature (and have no interim scheduled payments of principal and no mandatory prepayment or offer to purchase events other than customary asset sale and change of control offer to purchase events) no earlier than at least six months later than the maturity of the 2013-2 Additional Term Facility, and otherwise have covenants and events of default that are not materially more favorable to the holders thereof than those of the Borrower’s 4.875% Senior Notes due 2020 (the “Existing Senior Notes”). In the case of both clauses (A) and (B) above, the proceeds of the Debt Securities Offering will be used to fund all or a portion of the Rockwood Acquisition, in lieu of all or a portion of the 2013-2 Additional Term Facility or the 2013 Revolving Commitment Increase;
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Examples of Debt Securities Offering in a sentence

  • Lazard Group shall use its commercially reasonable efforts to take all actions necessary to consummate the Debt Securities Offering.

  • The portion of the net proceeds of the Common Stock IPO Transaction, the Exchangeable Securities IPO Transaction, the Debt Securities Offering and the Third Party Investment that are received by Lazard Group shall be used by Lazard Group to fund the Second Redemption, for general corporate purposes of Lazard Group and such other purposes set forth in the Registration Statements.

  • The Debt Securities Offering will be a primary offering of % Notes due $ in principal amount of $ (the “Debt Securities”) by Lazard Group.

  • The portion of the net proceeds of the Common Stock IPO Transaction, the Exchangeable Security Offering Transaction, the Debt Securities Offering and the Third Party Investment that are received by Lazard Group shall be used by Lazard Group to fund the Second Redemption, for general corporate purposes of Lazard Group and such other purposes set forth in the Registration Statements.

  • The Debt Securities Offering will be a primary offering of 7.125% Senior Notes due 2015 in principal amount of $550,000,000 (the “Debt Securities”) by Lazard Group.

  • The Debt Securities Offering will be a primary offering of 7.125% Senior Notes due 2015 in principal amount of $550,000,000 (the "Debt Securities") by Lazard Group.

  • For purposes of this pro forma calculation, we have assumed the repayment of outstanding borrowings under our revolving credit facility and our Senior Secured Notes due 2020 with the combined net proceeds from this offering and the Debt Securities Offering (or a portion of such borrowings, to the extent such borrowings exceeded the combined net proceeds from both offerings).

  • Reflects the recording of debt issuance costs of $52.4 million expected to occur as a result of the New Term Loan Facility and the Debt Securities Offering, the write-off of debt issuance costs of $4.9 million related to the senior secured notes due 2020, and $20.3 million of debt issue costs related to debt retired by AmSurg and Sheridan, respectively, as a result of the Merger.

  • The Debt Securities Offering will be a primary offering of % Notes due in principal amount of $ (the “Debt Securities”) by Lazard Group.

  • Assuming the satisfaction of the conditions set forth in Section 6.2, each of Purchaser, AcquireCo and the Company will, after giving effect to all of the transactions contemplated by this Agreement, including the Debt Financing, any Debt Securities Offering or any Alternative Financing and the payment of the Required Payment Amount, be Solvent at and immediately after the Effective Time.


More Definitions of Debt Securities Offering

Debt Securities Offering shall have the meaning assigned to such term in the Tenth Amendment.
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Debt Securities Offering has the meaning specified in Section 4.8(3).
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Related to Debt Securities Offering

  • Debt Securities has the meaning stated in the first recital of this Indenture and more particularly means any debt security or debt securities, as the case may be, of any series authenticated and delivered under this Indenture.

  • Redemption Securities means any debt or equity securities of the Corporation, any Subsidiary or any other corporation or other entity, or any combination thereof, having such terms and conditions as shall be approved by the Board of Directors and which, together with any cash to be paid as part of the redemption price, in the opinion of any nationally recognized investment banking firm selected by the Board of Directors (which may be a firm which provides other investment banking, brokerage or other services to the Corporation), has a value, at the time notice of redemption is given pursuant to paragraph (d) of this Section 5, at least equal to the Fair Market Value of the shares to be redeemed pursuant to this Section 5 (assuming, in the case of Redemption Securities to be publicly traded, such Redemption Securities were fully distributed and subject only to normal trading activity).

  • Holder of Debt Securities or other similar terms means, a Person in whose name a Debt Security is registered in the Debt Security Register (as defined in Section 2.07(a)).

  • Trust Preferred Securities any preferred securities issued by a Trust Preferred Securities Subsidiary, where such preferred securities have the following characteristics:

  • NIM Securities Any debt securities secured or otherwise backed by some or all of the Class X and Class P Certificates that are rated by one or more Rating Agencies.

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.

  • Series A Securities means the Company's 10.01% Series A Junior Subordinated Deferrable Interest Debentures due March 15, 2027, as authenticated and issued under this Indenture.

  • Pledged Debt Securities has the meaning assigned to such term in Section 3.01.

  • Series B Securities means the Company's Series B 9 3/8% Junior Subordinated Deferrable Interest Debentures due May 1, 2028, as authenticated and issued under this Indenture.

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • Hybrid Preferred Securities means any preferred securities issued by a Hybrid Preferred Securities Subsidiary, where such preferred securities have the following characteristics:

  • Securities as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.

  • Non Book-Entry Preferred Securities shall have the meaning set forth in Section 2.4.

  • Definitive Capital Securities means any Capital Securities in definitive form issued by the Trust.

  • 2019 Notes has the meaning set forth in the definition of “2018 Exchange Offers”.

  • Subordinated Securities means Securities that by the terms established pursuant to Section 2.02(i) are subordinated in right of payment to Senior Debt of the Company.

  • 2014 Notes means (i) the 4.850% Senior Secured Notes due 2024 issued by the Issuer on March 18, 2014 and (ii) the 4.45% Senior Secured Notes due 2025 and the 5.45% Senior Secured Notes due 2034 issued by the Issuer on August 21, 2014.

  • Capital Securities means undivided beneficial interests in the assets of the Trust which rank pari passu with Common Securities issued by the Trust; provided, however, that upon the occurrence and continuance of an Event of Default (as defined in the Declaration), the rights of holders of such Common Securities to payment in respect of distributions and payments upon liquidation, redemption and otherwise are subordinated to the rights of holders of such Capital Securities.

  • Offeror’s Securities means Voting Shares Beneficially Owned by an Offeror on the date of the Offer to Acquire;

  • 2016 Notes means the aggregate principal amount of US$460,000,000 of 4.25% Convertible Senior Notes Due 2016 issued pursuant to the 2016 Note Indenture.

  • Equity-linked Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

  • Series A Debentures means the 8.675% Series A Junior Subordinated Deferrable Interest Debentures due February 1, 2027 of the Debenture Issuer issued pursuant to the Indenture.

  • 2022 Notes means the Borrower’s 5.00% Convertible Senior Notes due 2022.

  • Subordinated Notes means the Initial Notes and the Exchange Notes and, more particularly, any Subordinated Note authenticated and delivered under this Indenture, including those Subordinated Notes issued or authenticated upon transfer, replacement or exchange.

  • Specified Securities means ‘equity shares’ and ‘convertible securities’ as defined under clause (zj) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;