Spinco Securities definition

Spinco Securities has the meaning set forth in the Separation Agreement.

Spinco Securities means any notes issued by Spinco to Verizon, as contemplated in Section 2.4 hereof and having the principal terms set forth on Exhibit G hereto and other terms determined in accordance with Section 7.18 of the Merger Agreement.

Spinco Securities has the meaning set forth in the Distribution Agreement.

Examples of Spinco Securities in a sentence

• Verizon shall not be obligated to consummate the Distribution unless Verizon shall receive in connection therewith the Special Payment and a principal amount of Spinco Securities that together total $3.333 billion minus the amount of Distribution Date Spinco Indebtedness.

• FairPoint shall use $235.5 million to repay permanently (or otherwise not incur), not later than 30 days after the closing of the Merger, the Term Loan or the Spinco Securities issued or incurred at closing.

• Each party hereto shall cooperate in connection with the preparation of all documents and the making of all filings required in connection with the issuance of the Spinco Securities and the consummation of the Debt Exchange.

• If elected, the parties shall cooperate in seeking to improve the proposed terms of the Special Payment Financing and, if applicable, the Spinco Securities during such deferral period.

• In such event, the Company shall, in consultation with Verizon, determine the final form of the Spinco Securities and related agreements (including registration rights arrangements and indenture) consistent with the terms set forth in Exhibit G of the Distribution Agreement; provided that the covenants and economic terms thereof would reasonably be expected to result in the Spinco Securities being exchanged for Verizon obligations in an equal principal amount.

More Definitions of Spinco Securities

Spinco Securities has the meaning set forth in the Merger Agreement.

Spinco Securities means the Spinco Shares and the Spinco Warrants collectively;

Spinco Securities means notes issued by Spinco to Burgundy in a principal amount equal to the Above Basis Amount (subject to gross up to account for applicable underwriting or other fees and original issue discount), as contemplated in Section 8.11(f), which notes shall (i) be unconditionally guaranteed by each of Spinco’s existing and subsequently acquired or organized direct or indirect domestic subsidiaries and, after consummation of the Merger, Grizzly and each of its existing and subsequently acquired direct or indirect domestic subsidiaries that guarantee any other indebtedness of Grizzly, (ii) have a maturity date of at least eight years and be non-callable (or callable only with payment of a make-whole premium) for a period of at least five years, (iii) have an interest rate not to exceed the Total Cap, unless Grizzly shall agree in its sole discretion to an interest rate in excess of the Total Cap, (iv) have customary incurrence based covenants to be agreed in light of then prevailing market conditions for issuers of comparable creditworthiness or such other covenants as Grizzly may agree with the applicable counterparty, and (v) otherwise be in form and substance, and subject to an indenture, customary for debt offerings under Rule 144A under the Securities Act and similar to the terms governing the Spinco Exchange Debt.

Spinco Securities means senior notes of SpinCo in an aggregate principal amount of $500 million with a maturity of seven years and a non-call period of five years.

Spinco Securities means notes or, at the option of TDCC, loans issued by (or incurred by, as the case may be) Spinco to TDCC in a principal face amount equal to the Above Basis Amount (subject to gross up to account for applicable underwriting or other fees that are customary for similar transactions), in accordance with Section 2.03(c)(ii), which notes or loans, as the case may be, shall (unless otherwise agreed by TDCC and Parent): (a) be unconditionally guaranteed, after consummation of the Merger, by Parent; (b) have a maturity date of at least eight (8) years and be non-callable and not prepayable for a period of five (5) years and thereafter shall be callable or prepayable on terms customary for the applicable instrument (including, for the avoidance of doubt, at declining premium above principal face amount); (c) have an interest rate (payable only in cash and not in kind) and commensurate with the then-prevailing market interest rate for companies of comparable creditworthiness, but in any event the total per annum interest rate on the Spinco Securities shall not exceed the Total Cap; (d) have customary covenants and other terms for comparable debt securities (or loans, as the case may be) in light of then-prevailing market conditions for issuers and borrowers of comparable creditworthiness; (e) include a basket permitting Parent to continue to declare and pay its regular quarterly dividend; and (f) otherwise be (x) in the case of notes, in form and substance, and subject to an indenture, customary for senior unsecured debt offerings made under Rule 144A under the Securities Act; or (y) in the case of loans, in form and substance, and subject to a credit agreement, customary for senior unsecured term loan facilities, as the case may be.

Spinco Securities set forth in Section 1.1 is hereby amended and restated to read in its entirety as follows:

Spinco Securities means the notes to be issued by Spinco to Verizon New England, as contemplated in Section 2.4 hereof and having the principal terms set forth on Exhibit C hereto and other terms determined in accordance with Section 7.20 of the Merger Agreement.”