Leveraged Recapitalization definition

Leveraged Recapitalization means a recapitalization of Borrower or any of its Subsidiaries, in one transaction or a series of related transactions, with the proceeds of long-term Indebtedness (as classified on the balance sheet of Borrower or such Subsidiary in accordance with GAAP) that total, in the aggregate, greater than $500,000,000.
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Leveraged Recapitalization means a series of transactions occurring in August 2004 in which Thomas H. Lee Partners, together with certain affiliates and co-investors, acquired approximately 57 percent of the equity interests in New Refco group Ltd, LLC (“NewRefco”) in a leveraged recapitalization and any transaction whether before or after August 2004 directly or indirectly connected to THL’s acquisition of the 57 percent stake in New Refco.
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Leveraged Recapitalization means a transaction structured to transfer the controlling interest of an operating entity to a new investor without a change in accounting basis of the assets and liabilities presented in the separate stand-alone financial statements of the operating entity.
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Examples of Leveraged Recapitalization in a sentence

  • In connection with the parties' December 13, 2001 Leveraged Recapitalization Agreement ("Recap Agreement"), there is a pre-petition dispute relating primarily to an alleged secured obligation in the amount of $279,800 to ML Media for its 50% ownership in CMLCV.

  • In connection with the parties’ December 13, 2001 Leveraged Recapitalization Agreement (“Recap Agreement”), there is a pre-petition dispute relating primarily to an alleged secured obligation in the amount of $279,800 to ML Media for its 50% ownership in CMLCV.

  • Thereafter, the parties negotiated a settlement suspending the litigation and, in December 2001, entered into a Leveraged Recapitalization Agreement (the "Recap Agreement").

  • The last paragraph in Section 10 of the Offer to Purchase is hereby amended and restated as follows: On April 26, 2006, the Company publicly announced that the Board had (a) rejected Parent's firm offer of $38.00 per Share, (b) approved the Leveraged Recapitalization and 20% Share Buyback and (c) announced its intention to expand the size of the Board from six to nine directors, effective at the Annual Meeting, thereby allowing five of nine directors to be elected at the Annual Meeting.

  • The Merger and all other transactions contemplated by this Agreement are intended to be accounted for as a Leveraged Recapitalization for financial reporting purposes.

  • Upon the occurrence of a CEO Resignation Event (as that term is defined in the Employment Agreement), 50% of the Performance Vesting Units (to the extent not previously vested) shall remain outstanding (the “Retained Performance Equity”) and shall vest when, and if, the MOIC and subsequent IPO, Change of Control or Qualified Leveraged Recapitalization occurs; provided that the Partnership does not repurchase the Retained Performance Equity pursuant to Section VI(F) of the Plan or Section 10 hereof.

  • The Company and MergerCo agree to use their reasonable best efforts not to take any action during the Pre-Closing Period that would adversely affect the ability of the Surviving Corporation to account for the Merger and all other transactions contemplated by this Agreement as a Leveraged Recapitalization for financial reporting purposes.

  • If a two-day plan is followed, the first day focuses on dividend policy and Sealed Air’s debt capacity; day two on organizational change and the (B) case.• Supplement: Sealed Air Corp.'s Leveraged Recapitalization (B), 294123 Alternative: Arch Wireless, Inc.

  • Assuming the higher leverage resulted in 0.5x multiple expansion, total value to shareholders would be ~$43, or +10% relative to Sauer- IV ADDITIONAL STRATEGICAL TERNATIVES Leveraged Recapitalization Analysis ($ in millions, except per share data) Source: Base Case as agreed upon on the 1/24/13 Special Committee call, Company filings.

  • The Company shall cooperate with any reasonable requests of MergerCo or the SEC related to the recording of the Merger as a Leveraged Recapitalization for financial reporting purposes, including, without limitation, to assist MergerCo with any presentation to the SEC with respect to such recording.


More Definitions of Leveraged Recapitalization

Leveraged Recapitalization means a refinancing of the capital structure of the VLT Facility that results in an increase in principal if, and to the extent that, part of the use of proceeds is a payment to the Owner. A refinancing of the capital structure of the VLT Facility in which the proceeds are utilized to expand the VLT Facility shall not be deemed to be a Leveraged Recapitalization.
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Related to Leveraged Recapitalization

  • Recapitalization Event means any event of share combination or subdivision, distribution of bonus shares or any other similar reclassification, reorganization or recapitalization of the Company’s share where the shareholders retain their proportionate holdings in the Company.

  • Recapitalization means any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

  • Recapitalization Agreement shall have the meaning set forth in the Recitals.

  • Change in Capitalization means any increase or reduction in the number of Shares, or any change (including, but not limited to, in the case of a spin-off, dividend or other distribution in respect of Shares, a change in value) in the Shares or exchange of Shares for a different number or kind of shares or other securities of the Company or another corporation, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or debentures, stock dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise.

  • Reclassification Event means any of the following: (a) any reclassification or recapitalization of PubCo Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination or any transaction subject to Section 4.1(e)), (b) any merger, consolidation or other combination involving PubCo, or (c) any sale, conveyance, lease or other disposal of all or substantially all the properties and assets of PubCo to any other Person, in each of clauses (a), (b) or (c), as a result of which holders of PubCo Shares shall be entitled to receive cash, securities or other property for their PubCo Shares.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Restructuring Event means the occurrence of any one or more of the following events:

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • Market Capitalization means an amount equal to (i) the total number of issued and outstanding shares of Capital Stock of the IPO Entity on the date of the declaration of the relevant dividend, multiplied by (ii) the arithmetic mean of the closing prices per share of such Capital Stock for the 30 consecutive trading days immediately preceding the date of the declaration of such dividend.

  • Equity Event is the receipt by Borrower on or after the Effective Date of unrestricted net cash proceeds of not less than Forty Million Dollars ($40,000,000.00) from the issuance and sale by Borrower of its equity securities, on or before March 31, 2016 and the receipt of evidence thereof by Collateral Agent on or before such date, which evidence must be reasonably acceptable to Collateral Agent.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Liquidity Capitalization means the number, as of immediately prior to the Liquidity Event, of shares of the Company’s capital stock (on an as-converted basis) outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding: (i) shares of Common Stock reserved and available for future grant under any equity incentive or similar plan; (ii) any SAFEs; and (iii) convertible promissory notes.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

  • Control Transaction means the acquisition by a person or group of the status of a controlling person.[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

  • Capital Event means and includes: (i) any transaction involving the sale, exchange or other disposition of the Project or the Company (but excluding any incidental sales or exchanges of tangible personal property and fixtures), (ii) any financing, refinancing or borrowing secured by the Project or the Company, and (iii) any condemnation or recovery of damage awards and property insurance proceeds (excluding proceeds from any rent or business interruption insurance).

  • Capitalization grant means the federal grant made to this state by the United States environmental protection agency for either of the following purposes:

  • Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

  • Capitalization Date has the meaning set forth in Section 3.2(a).

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • Capitalization fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement.

  • Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;

  • Restructuring Date means the date on which a Restructuring is legally effective in accordance with the terms of the documentation governing such Restructuring.