Common use of Additional Time of Sale Information Clause in Contracts

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B Pricing Term Sheet [See attached] PRICING SUPPLEMENT, DATED JULY 11, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 11, 2019 STRICTLY CONFIDENTIAL Builders FirstSource, Inc. $75,000,000 6.750% Senior Secured Notes due 2027 This pricing supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 (the “Preliminary Offering Circular”). The information in this Pricing Supplement supplements the Preliminary Offering Circular and supersedes the information in the Preliminary Offering Circular to the extent inconsistent with the information in the Preliminary Offering Circular. Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Offering Circular. Other information (including financial information) presented in the Preliminary Offering Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSource, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 (the “Notes”) On May 30, 2019, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured notes due 2027 (the “Existing 2027 Notes”). The Notes offered hereby will be issued as additional notes under the indenture governing the Existing 2027 Notes, fully fungible with the Existing 2027 Notes, treated as a single class for all purposes under the indenture governing the Existing 2027 Notes with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S under the Securities Act, will trade separately under a different CUSIP number until 40 days after the issue date of the Notes offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). Principal Amount: $75,000,000 Maturity Date: June 1, 2027 Issue Price: 104.500% plus accrued interest from May 30, 2019 Coupon: 6.750% Yield to Maturity: 5.679% Gross Proceeds: $78,375,000.00 Spread to Benchmark: +382.7 basis points Benchmark: 2.00% UST due May 31, 2024 Ratings* B2 / BB-

Appears in 1 contract

Samples: Builders FirstSource, Inc.

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Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B Pricing Term Sheet [See attached] PRICING SUPPLEMENTTERM SHEET DATED JUNE 1, DATED JULY 112022 KINETIK HOLDINGS LP 5.875% SUSTAINABILITY-LINKED SENIOR NOTES DUE 2030 The information in this pricing term sheet supplements the preliminary offering memorandum, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 11dated June 1, 2019 STRICTLY CONFIDENTIAL Builders FirstSource2022 (the “Preliminary Offering Memorandum”), Inc. $75,000,000 6.750% Senior Secured Notes due 2027 This and supplements and supersedes the information in the Preliminary Offering Memorandum to the extent supplementary to or inconsistent with the information in the Preliminary Offering Memorandum. In all other respects, this pricing supplement (this “Pricing Supplement”) term sheet is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 (the “Preliminary Offering Circular”). The information in this Pricing Supplement supplements Memorandum and should be read together with the Preliminary Offering Circular and supersedes Memorandum. Terms used but not defined herein shall have the information respective meanings set forth in the Preliminary Offering Circular to Memorandum. The notes have not been registered under the extent inconsistent with the information in the Preliminary Offering Circular. Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Offering Circular. Other information (including financial information) presented in the Preliminary Offering Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSourceSecurities Act of 1933, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 as amended (the “Notes”) On May 30, 2019, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured notes due 2027 (the “Existing 2027 NotesSecurities Act”). The Notes , or the securities laws of any other jurisdiction, and are being offered hereby will only to persons reasonably believed to be issued as additional notes “qualified institutional buyers” pursuant to Rule 144A under the indenture governing Securities Act and outside the Existing 2027 Notes, fully fungible United States to non-U.S. persons in accordance with the Existing 2027 Notes, treated as a single class for all purposes under the indenture governing the Existing 2027 Notes with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S under the Securities Act. For details about eligible offers, will trade separately under a different CUSIP number until 40 days after deemed representations and agreements by investors and transfer restrictions, see “Transfer restrictions” in the issue date of Preliminary Offering Memorandum. Issuer: Kinetik Holdings LP Securities Title: 5.875% Sustainability-Linked Senior Notes due 2030 (the Notes offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). “notes”) Principal Amount: $75,000,000 1,000,000,000 Gross Proceeds: $995,880,000 Distribution: 144A and Regulation S (no registration rights) Maturity Date: June 15, 2030 Interest Rate: 5.875% Interest Payment Dates: June 15 and December 15, commencing on December 15, 2022 Record Dates: June 1 and December 1 of each year Interest Rate Step-Up Date (if SPTs have not been satisfied and verified): June 15, 2027 (with the first payment on such stepped-up interest rate due on December 15, 2027) Subsequent SPT Notice Date (if SPT 1 and/or SPT 2 are satisfied and verified subsequent to the Interest Rate Step-Up Date): June 15, 2029 (with the first payment on such interest rate due on December 15, 2029) Issue Price: 99.588% plus any accrued interest from the settlement date Yield to Maturity: 5.94% Spread to Treasury: +300 basis points Benchmark Treasury: UST 0.625% due May 15, 2030 Ratings:* Ba1/BB+/BB+ Trade Date: June 1, 2022 Settlement Date:** June 8, 2022 (T+5) CUSIP Numbers: 144A: 00000XXX0 Reg. S: U49467 AA8 ISIN Numbers: 144A: US49461MAA80 Reg. S: USU49467AA87 Denominations: $2,000 and multiples of $1,000 in excess thereof Global Coordinators: X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Credit Suisse Securities (USA) LLC Barclays Capital Inc. Active Bookrunners: BofA Securities, Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. PNC Capital Markets LLC RBC Capital Markets, LLC TD Securities (USA) LLC Truist Securities, Inc. Xxxxx Fargo Securities, LLC Passive Bookrunners: Blackstone Securities Partners L.P. Citigroup Global Markets Inc. Xxxxxxx Xxxxx & Co. LLC Scotia Capital (USA) Inc. Sustainability-Linked Bond Structuring Agents to the Issuer X.X. Xxxxxx Securities LLC Credit Suisse Securities (USA) LLC Barclays Capital Inc. Optional Redemption: Make-whole call @ T+50 bps prior to June 15, 2025, then: On or after June 15, 2025: A B C D Redemption Price (if (x) all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for all three Sustainability Performance Targets or (y) all Sustainability Performance Targets are satisfied) Redemption Price (if all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for two of three Sustainability Performance Targets) Redemption Price (if all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for one of three Sustainability Performance Targets) Redemption Price (if all Sustainability Performance Targets are not satisfied and no Expected SPT Satisfaction Certificate is delivered) Year Percentage 2025 102.938 % 102.979 % 103.021 % 103.062 % 2026 101.469 % 101.490 % 101.510 % 101.531 % 2027 Issue Priceand thereafter 100.000 % 100.000 % 100.000 % 100.000 % Change of Control: 104.500Putable at 101% of principal, plus accrued interest from May 30and unpaid interest; provided that, 2019 Couponif it occurs prior to delivery by the Issuer of a Satisfaction Notification on or before the Step-Up Notice Date and an Expected SPT Satisfaction Certificate is not delivered with respect to each SPT, then such purchase price shall be increased by 0.0833% for each SPT not set forth in such Expected SPT Satisfaction Certificate as expected to be satisfied on or before the Step-Up Notice Date) * Note: 6.750% Yield A securities rating is not a recommendation to Maturity: 5.679% Gross Proceeds: $78,375,000.00 Spread buy, sell or hold securities and may be subject to Benchmark: +382.7 basis points Benchmark: 2.00% UST due May 31revision or withdrawal at any time. ** Delivery of the notes will be made to investors on or about the fifth business day following the date hereof. Under Rule 15c6-1(a) promulgated under the Securities Exchange Act of 1934, 2024 Ratings* B2 / BB-trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the second business day prior to the delivery of the notes will be required, by virtue of the fact that the notes initially settle T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second day prior to their date of delivery hereunder should consult their advisors. This communication is intended for the sole use of the person to whom it is provided by the sender. This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the notes or the offering. This communication does not constitute an offer to sell or the solicitation of an offer to buy any notes in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Please refer to the Preliminary Offering Memorandum for a complete description. The notes have not been registered under the Securities Act, or any other securities laws, and may not be offered or sold within the United States or any other jurisdiction, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. The initial purchasers are initially offering the notes only (1) to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. ANY LEGENDS, DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH LEGENDS, DISCLAIMERS OR OTHER NOTICES HAVE BEEN AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION HAVING BEEN SENT VIA BLOOMBERG OR ANOTHER SYSTEM. ANNEX C

Appears in 1 contract

Samples: Kinetik Holdings Inc.

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. ANNEX Annex B Pricing Term Sheet [See attached] PRICING SUPPLEMENT, DATED JULY 11, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 11, 2019 SUPPLEMENT STRICTLY CONFIDENTIAL Builders FirstSource$350,000,000 Calumet Specialty Products Partners, Inc. $75,000,000 6.750L.P. Calumet Finance Corp. 7.625% Senior Secured Notes due 2027 2022 November 21, 2013 This pricing supplement (this “Pricing Supplement”) Supplement is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 (the “Preliminary Offering Circular”)Memorandum dated November 21, 2013. The information in this Pricing Supplement supplements the Preliminary Offering Circular and Memorandum and, except as expressly stated herein, supersedes the information in the Preliminary Offering Circular Memorandum to the extent inconsistent with the information in the Preliminary Offering CircularMemorandum. Capitalized terms used but not defined in this Pricing Supplement but not defined have the respective meanings given ascribed to them in the Preliminary Offering CircularMemorandum. Other information (including financial information) presented in The Notes have not been registered under the Preliminary Offering Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSourceSecurities Act of 1933, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 as amended (the “NotesSecurities Act) On May 30), 2019or the securities laws of any other jurisdiction. Unless they are registered, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured notes due 2027 (the “Existing 2027 Notes”). The Notes may be offered hereby will be issued as additional notes only in transactions that are exempt from registration under the indenture governing Securities Act or the Existing 2027 Notessecurities laws of any other jurisdiction. Accordingly, fully fungible with we are offering the Existing 2027 Notes, treated as a single class for all purposes Notes in the United States only to qualified institutional buyers pursuant to Rule 144A under the indenture governing Securities Act and outside the Existing 2027 Notes United States to non-U.S. persons in compliance with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S under the Securities Act. For further details about eligible offerees and resale restrictions, will trade separately under a different CUSIP number until 40 days after see “Transfer Restrictions” in the issue date of Preliminary Offering Memorandum. Terms Applicable to the 7.625% Senior Notes offered herebydue 2022 Issuers: Calumet Specialty Products Partners, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). L.P. Calumet Finance Corp. Principal Amount: $75,000,000 350,000,000 (upsized from $225,000,000) Gross Proceeds: $344,729,000 Title of Securities: 7.625% Senior Notes due 2022 Final Maturity Date: June 1January 15, 2027 2022 Issue Price: 104.500% 98.494%, plus accrued interest from May 30November 26, 2019 2013 Coupon: 6.7507.625% Yield to Maturity: 5.6797.875% Gross ProceedsInterest Payment Dates: $78,375,000.00 Spread to BenchmarkJanuary 15 and July 15, beginning on July 15, 2014 Record Dates: +382.7 basis points Benchmark: 2.00% UST due May 31, 2024 Ratings* B2 / BB-January 1 and July 1

Appears in 1 contract

Samples: Isda Master Agreement (Calumet Specialty Products Partners, L.P.)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B Pricing Term Sheet [See attached] . PRICING SUPPLEMENTTERM SHEET DATED DECEMBER 4, DATED JULY 112023 KINETIK HOLDINGS LP 6.625% SUSTAINABILITY-LINKED SENIOR NOTES DUE 2028 The information in this pricing term sheet supplements the preliminary offering memorandum, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 11dated December 4, 2019 STRICTLY CONFIDENTIAL Builders FirstSource2023 (the “Preliminary Offering Memorandum”), Inc. $75,000,000 6.750% Senior Secured Notes due 2027 This and supplements and supersedes the information in the Preliminary Offering Memorandum to the extent supplementary to or inconsistent with the information in the Preliminary Offering Memorandum. In all other respects, this pricing supplement (this “Pricing Supplement”) term sheet is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 (the “Preliminary Offering Circular”). The information in this Pricing Supplement supplements Memorandum and should be read together with the Preliminary Offering Circular and supersedes Memorandum. Terms used but not defined herein shall have the information respective meanings set forth in the Preliminary Offering Circular to Memorandum. The notes have not been registered under the extent inconsistent with the information in the Preliminary Offering Circular. Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Offering Circular. Other information (including financial information) presented in the Preliminary Offering Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSourceSecurities Act of 1933, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 as amended (the “Notes”) On May 30, 2019, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured notes due 2027 (the “Existing 2027 NotesSecurities Act”). The Notes , or the securities laws of any other jurisdiction, and are being offered hereby will only to persons reasonably believed to be issued as additional notes “qualified institutional buyers” pursuant to Rule 144A under the indenture governing Securities Act and outside the Existing 2027 Notes, fully fungible United States to non-U.S. persons in accordance with the Existing 2027 Notes, treated as a single class for all purposes under the indenture governing the Existing 2027 Notes with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S under the Securities Act. For details about eligible offers, will trade separately under a different CUSIP number until 40 days after deemed representations and agreements by investors and transfer restrictions, see “Transfer restrictions” in the issue date of Preliminary Offering Memorandum. Issuer: Kinetik Holdings LP Securities Title: 6.625% Sustainability-Linked Senior Notes due 2028 (the Notes offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). “notes”) Principal Amount: $75,000,000 500,000,000 Distribution: 144A and Regulation S (no registration rights) Maturity Date: December 15, 2028 Interest Rate: 6.625% Interest Payment Dates: June 115 and December 15, commencing on June 15, 2024 Record Dates: June 1 and December 1 of each year Interest Rate Step-Up Date (if SPTs have not been satisfied and verified): June 15, 2027 (with the first payment on such stepped-up interest rate due on December 15, 2027) Subsequent SPT Notice Date (if SPT 1 and/or SPT 2 are satisfied and verified subsequent to the Interest Rate Step-Up Date): June 15, 2028 (with the first payment on such interest rate due on December 15, 2028, if applicable) Issue Price: 104.500100.000% plus any accrued interest from May 30, 2019 Coupon: 6.750% the settlement date Yield to Maturity: 5.6796.625% Gross ProceedsRatings:* Ba1/BB+/BB+ Trade Date: December 4, 2023 Settlement Date: December 6, 2023 (T+2) CUSIP Numbers: 144A: 00000XXX0 Reg. S: X00000XX0 ISIN Numbers: 144A: US49461MAB63 Reg. S: USU49467AB60 Denominations: $78,375,000.00 Spread 2,000 and multiples of $1,000 in excess thereof Global Coordinators: Xxxxx Fargo Securities, LLC BofA Securities, Inc. MUFG Securities Americas Inc. PNC Capital Markets LLC TD Securities (USA) LLC Truist Securities, Inc. Joint Active Bookrunners: Mizuho Securities USA LLC X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Scotia Capital (USA) Inc. Citigroup Global Markets Inc. Passive Bookrunners: RBC Capital Markets, LLC Barclays Capital Inc. SMBC Nikko Securities America, Inc. Capital One Securities, Inc. U.S. Bancorp Investments, Inc. Xxxxxxx Xxxxx & Co. LLC ING Financial Markets LLC Optional Redemption: Make-whole call @ T+50 bps prior to BenchmarkDecember 15, 2025, then: +382.7 basis points BenchmarkOn or after December 15, 2025: 2.00A B C D Redemption Price Redemption Price Redemption Price Redemption Price (if (x) all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for all three Sustainability Performance Targets or (y) all Sustainability Performance Targets are satisfied) (if all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for two of three Sustainability Performance Targets) (if all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for one of three Sustainability Performance Targets) (if all Sustainability Performance Targets are not satisfied and no Expected SPT Satisfaction Certificate is delivered) Year Percentage 2025 103.313 % UST due May 31103.354 % 103.396 % 103.437 % 2026 101.656 % 101.677 % 101.698 % 101.719 % 2027 and thereafter 100.000 % 100.000 % 100.000 % 100.000 % Change of Control: Putable at 101% of principal, 2024 Ratingsplus accrued and unpaid interest; provided that, if it occurs prior to delivery by the Issuer of a Satisfaction Notification on or before the Step-Up Notice Date and an Expected SPT Satisfaction Certificate is not delivered with respect to each SPT, then such purchase price shall be increased by 0.0833% for each SPT not set forth in such Expected SPT Satisfaction Certificate as expected to be satisfied on or before the Step-Up Notice Date) * B2 / BB-Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. This communication is intended for the sole use of the person to whom it is provided by the sender. This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the notes or the offering. This communication does not constitute an offer to sell or the solicitation of an offer to buy any notes in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Please refer to the Preliminary Offering Memorandum for a complete description. The notes have not been registered under the Securities Act, or any other securities laws, and may not be offered or sold within the United States or any other jurisdiction, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. The initial purchasers are initially offering the notes only (1) to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. ANY LEGENDS, DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH LEGENDS, DISCLAIMERS OR OTHER NOTICES HAVE BEEN AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION HAVING BEEN SENT VIA BLOOMBERG OR ANOTHER SYSTEM ANNEX C

Appears in 1 contract

Samples: Purchase Agreement (Kinetik Holdings Inc.)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. ANNEX B Pricing Term Sheet [See attached] PRICING SUPPLEMENTSupplement dated December 18, DATED JULY 112012 to Preliminary Offering Memorandum dated December 18, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 11, 2019 STRICTLY CONFIDENTIAL Builders FirstSource, 2012 Avaya Inc. $75,000,000 6.750290,000,000 9.00% Senior Secured Notes due 2027 2019 This pricing supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the preliminary offering circular memorandum dated July 11December 18, 2019 2012 (the “Preliminary Offering CircularMemorandum”). The information in this Pricing Supplement supplements the Preliminary Offering Circular Memorandum and supersedes the information in the Preliminary Offering Circular Memorandum to the extent inconsistent with the information in the Preliminary Offering CircularMemorandum. Capitalized terms used in this Pricing Supplement but not defined herein have the meanings given assigned to them in the Preliminary Offering CircularMemorandum. The offer and sale of the Notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction, and the notes are being offered only (1) to qualified institutional buyers under Rule 144A and (2) outside the United States in compliance with Regulation S. Other information (including financial information) presented in the Preliminary Offering Circular Memorandum is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSource, Avaya Inc. Title of Securities: 6.7509.00% Senior Secured Notes due 2027 (2019 Aggregate Principal Amount: $290,000,000 Gross Proceeds to the “Notes”) On May Issuer: $290,000,000 Final Maturity Date: April 1, 2019 Issue Price: 100.000% plus accrued interest, if any, from December 21, 2012 Coupon: 9.00% per annum Yield to Maturity: 9.000% Spread to Treasury: 776 bps Benchmark: 1.000% due November 30, 20192019 Annex B-1 Interest Payment Dates: April 1 and October 1 Record Dates: March 15 and September 15 First Interest Payment Date: April 1, 2013 Optional Redemption: Commencing on April 1 of the Issuer issued $400,000,000 years indicated below: Price 2015 104.500 % 2016 102.250 % 2017 and thereafter 100.000 % Equity Clawback: At the Issuer’s option, prior to April 1, 2015, up to 35% of the original aggregate principal amount of 6.750the notes at 109.000% senior secured notes due 2027 (the “Existing 2027 Notes”). The Notes offered hereby will be issued as additional notes under the indenture governing the Existing 2027 Notes, fully fungible with the Existing 2027 Notes, treated as a single class for all purposes under the indenture governing the Existing 2027 Notes with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S under the Securities Act, will trade separately under a different CUSIP number until 40 days after the issue date of the Notes offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). Principal Amount: $75,000,000 Maturity Date: June 1, 2027 Issue Price: 104.500% principal amount thereof plus accrued and unpaid interest from May 30, 2019 Coupon: 6.750as long as at least 50% Yield to Maturity: 5.679% Gross Proceeds: $78,375,000.00 Spread to Benchmark: +382.7 basis points Benchmark: 2.00% UST due May 31, 2024 Ratings* B2 / BB-remains outstanding.

Appears in 1 contract

Samples: Purchase Agreement (Avaya Inc)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. ANNEX Annex B Pricing Term Sheet [See attached] PRICING SUPPLEMENT, DATED JULY 11, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 11, 2019 SUPPLEMENT STRICTLY CONFIDENTIAL Builders FirstSource$200,000,000 Calumet Specialty Products Partners, Inc. $75,000,000 6.750L.P. Calumet Finance Corp. 9 3/8% Senior Secured Notes due 2027 2019 September 8, 2011 This pricing supplement (this “Pricing Supplement”) Supplement is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 (the “Preliminary Offering Circular”)Memorandum dated September 7, 2011. The information in this Pricing Supplement supplements the Preliminary Offering Circular and Memorandum and, except as expressly stated herein, supersedes the information in the Preliminary Offering Circular Memorandum to the extent inconsistent with the information in the Preliminary Offering CircularMemorandum. Capitalized terms used but not defined in this Pricing Supplement but not defined have the respective meanings given ascribed to them in the Preliminary Offering CircularMemorandum. Other information (including financial information) presented in The Notes have not been registered under the Preliminary Offering Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSourceSecurities Act of 1933, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 as amended (the “NotesSecurities Act) On May 30), 2019or the securities laws of any other jurisdiction. Unless they are registered, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured notes due 2027 (the “Existing 2027 Notes”). The Notes may be offered hereby will be issued as additional notes only in transactions that are exempt from registration under the indenture governing Securities Act or the Existing 2027 Notessecurities laws of any other jurisdiction. Accordingly, fully fungible with we are offering the Existing 2027 Notes, treated as a single class for all purposes Notes in the United States only to qualified institutional buyers pursuant to Rule 144A under the indenture governing Securities Act and outside the Existing 2027 Notes United States to non-U.S. persons in compliance with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S under the Securities Act. For further details about eligible offerees and resale restrictions, will trade separately under a different CUSIP number until 40 days after see “Transfer Restrictions” in the issue date of Preliminary Offering Memorandum. Terms Applicable to the 9 3/8% Senior Notes offered herebydue 2019 Issuers: Calumet Specialty Products Partners, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). L.P. Calumet Finance Corp. Principal Amount: $75,000,000 200,000,000 Net Proceeds: $180,000,000 (after deducting the initial purchaser’s discount and estimated offering expenses and excluding accrued interest) Title of Securities: 9 3/8% Senior Notes due 2019 Final Maturity Date: June May 1, 2027 2019 Issue Price: 104.500% 93%, plus accrued interest from May 30April 21, 2019 2011 Coupon: 6.7509.375% Yield to Maturity: 5.679% Gross Proceeds: $78,375,000.00 Spread to Benchmark: +382.7 basis points Benchmark: 2.00% UST due May 31, 2024 Ratings* B2 / BB-10.739%

Appears in 1 contract

Samples: Calumet Specialty Products Partners, L.P.

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B Pricing Term Sheet [See attached] PRICING SUPPLEMENT$700,000,000 5.500% Senior Notes due 2022 $800,000,000 5.875% Senior Notes due 2025 Pricing term sheet dated February 2, DATED JULY 112015 to Preliminary Offering Memorandum dated February 2, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 11, 2019 STRICTLY CONFIDENTIAL Builders FirstSource2015 of Netflix, Inc. $75,000,000 6.750% Senior Secured Notes due 2027 (the “Company”) This pricing supplement (this “Pricing Supplement”) term sheet is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 (the “Preliminary Offering Circular”)Memorandum. The information in this Pricing Supplement pricing term sheet supplements the Preliminary Offering Circular Memorandum and supersedes the information in the Preliminary Offering Circular Memorandum to the extent inconsistent with the information in the Preliminary Offering Circular. Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Offering CircularMemorandum. Other information (including financial information) presented in the Preliminary Offering Circular Memorandum is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSource, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 (the “Notes”) On May 30, 2019, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured The notes due 2027 (the “Existing 2027 Notes”). The Notes offered hereby will be issued as additional notes have not been registered under the indenture governing Securities Act of 1933, as amended, or the Existing 2027 Notes, fully fungible with the Existing 2027 Notes, treated securities laws of any other jurisdiction and are being offered only to (1) “qualified institutional buyers” as a single class for all purposes defined in Rule 144A under the indenture governing Securities Act and (2) outside the Existing 2027 Notes United States to non-U.S. persons in compliance with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S under the Securities Act. Terms Applicable to the 5.500% Senior Notes due 2022 Issuer: Netflix, will trade separately under Inc. Guarantees: The notes generally are not required to be guaranteed by any subsidiaries. In the future, the notes may be guaranteed on a different CUSIP number until 40 days after the issue date of the senior unsecured basis by certain domestic subsidiaries. Security Description: Senior Unsecured Notes offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). Principal AmountDistribution: 144A/RegS with Contingent Registration Rights Face: $75,000,000 Maturity Date700,000,000 Gross Proceeds: June 1$700,000,000 Coupon: 5.500% Maturity: February 15, 2027 Issue 2022 Offering Price: 104.500% plus accrued interest from May 30, 2019 Coupon: 6.750100.000% Yield to Maturity: 5.6795.500% Spread to Treasury: +404 basis points Benchmark: UST 2.000% due February 15, 2022 Interest Pay Dates: April 15 and October 15 Record Dates: April 1 and October 1 Beginning: October 15, 2015 Optional Redemption: Make-whole call at T+50bps prior to maturity Change of Control: Put @ 101% of principal plus accrued interest Trade Date: February 2, 2015 Settlement Date: (T+3) February 5, 2015 CUSIP: 144A: 64110L AH9 Reg S: U74079 AD3 ISIN: 144A: US64110LAH96 Reg S: USU74079AD33 Denominations: 2,000x1,000 Joint-Lead Bookrunners: Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxxx, Xxxxx & Co. Co-Manager: Xxxxx & Company LLC Terms Applicable to the 5.875% Senior Notes due 2025 Issuer: Netflix, Inc. Guarantees: The notes generally are not required to be guaranteed by any subsidiaries. In the future, the notes may be guaranteed on a senior unsecured basis by certain domestic subsidiaries. Security Description: Senior Unsecured Notes Distribution: 144A/RegS with Contingent Registration Rights Face: $800,000,000 Gross Proceeds: $78,375,000.00 800,000,000 Coupon: 5.875% Maturity: February 15, 2025 Offering Price: 100% Yield to Maturity: 5.875% Spread to BenchmarkTreasury: +382.7 +426 basis points Benchmark: 2.00UST 7.625% UST due May 31February 15, 2024 Ratings* B2 / BB-2025 Interest Pay Dates: April 15 and October 15 Record Dates: April 1 and October 1 Beginning: October 15, 2015 Optional Redemption: Make-whole call at T+50bps prior to maturity Change of Control: Put @ 101% of principal plus accrued interest Trade Date: February 2, 2015 Settlement Date: (T+3) February 5, 2015 CUSIP: 144A: 64110L AK2 Reg S: U74079 AE1 ISIN: 144A: US64110LAK26 Reg S: USU74079AE16 Denominations: 2,000x1,000 Joint-Lead Bookrunners: Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxxx, Xxxxx & Co. Co-Manager: Xxxxx & Company LLC This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to qualified institutional buyers, as defined in Rule 144A under the Securities Act, and outside the United States solely to non-U.S. persons, as defined under Regulation S. This communication does not constitute an offer to sell the notes and is not a solicitation of an offer to buy the notes in any jurisdiction where the offer or sale is not permitted. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent via Bloomberg or another communication system. ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States:

Appears in 1 contract

Samples: Netflix Inc

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B Pricing Term Sheet [See attached] PRICING SUPPLEMENTSheet, DATED JULY 11dated March 17, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 112015 to Preliminary Offering Memorandum dated March 17, 2019 STRICTLY CONFIDENTIAL Builders FirstSource2015 Strictly Confidential WASHINGTON PRIME GROUP, Inc. $75,000,000 6.750L.P. 3.850% Senior Secured Notes due 2027 SENIOR NOTES DUE 2020 (THE “NOTES”) This pricing supplement (this “Pricing Supplement”) term sheet should be read together with, and is qualified in its entirety by reference to to, the preliminary offering circular memorandum dated July 11March 17, 2019 2015 (the “Preliminary Offering CircularMemorandum”). The information in this Pricing Supplement pricing term sheet supplements the Preliminary Offering Circular Memorandum and supersedes the information in the Preliminary Offering Circular Memorandum to the extent inconsistent with the information in the Preliminary Offering CircularMemorandum. Capitalized terms used in this Pricing Supplement but not defined in this pricing term sheet have the meanings given assigned to them in the Preliminary Offering CircularMemorandum. Other information (including financial information) presented The Notes have not been registered for offer or sale under the Securities Act or the securities laws of any state or other jurisdiction and, unless so registered, may not be offered or sold except pursuant to an exemption from, or in the Preliminary Offering Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSource, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 (the “Notes”) On May 30, 2019a transaction not subject to, the Issuer issued $400,000,000 aggregate principal amount registration requirements of 6.750% senior secured notes due 2027 the Securities Act and all other applicable securities laws. Accordingly, the Notes are being offered and sold only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act (Existing 2027 NotesRule 144A”)) in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A and to non-U.S. persons in offshore transactions in compliance with Regulation S under the Securities Act (“Regulation S”). The Notes offered hereby will be issued as additional notes under the indenture governing the Existing 2027 Notesare subject to transfer restrictions and deemed acknowledgements, fully fungible with the Existing 2027 Notesrepresentations and agreements relating thereto. Issuer: Washington Prime Group, treated as a single class for all purposes under the indenture governing the Existing 2027 L.P. Security: 3.850% Senior Notes with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S under the Securities Act, will trade separately under a different CUSIP number until 40 days after the issue date of the Notes offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). due 2020 Aggregate Principal Amount: $75,000,000 250,000,000 Stated Maturity Date: June April 1, 2027 2020 Issue Price: 104.50099.972% plus accrued interest from May 30, 2019 Coupon: 6.750of principal amount Coupon (Interest Rate): 3.850% per annum Yield to Maturity: 5.6793.856% Gross ProceedsBenchmark Treasury: $78,375,000.00 UST 1.375% due February 29, 2020 Benchmark Treasury Yield: 1.556% Spread to BenchmarkBenchmark Treasury: +382.7 +230 basis points BenchmarkInterest Payment Dates: 2.00% UST due May 31April 1 and October 1 of each year, 2024 Ratings* B2 beginning on October 1, 2015 Optional Redemption: Prior to March 2, 2020 (30 days prior to the Stated Maturity Date of the Notes), “make-whole” call at T+35 basis points (calculated as though the actual Stated Maturity Date of the Notes was March 2, 2020) On or after March 2, 2020 (30 days prior to the Stated Maturity Date of the Notes), par call 144A CUSIP / BB-ISIN: 939648 AA9 / XX000000XX00 Xxx X XXXXX / XXXX: U93893 AA0 / USU93893AA06 Trade Date: Xxxxx 00, 0000 Xxxxxxxxxx Date: March 24, 2015 (T+5); under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes before the third business day prior to the Settlement Date will be required, by virtue of the fact that the Notes initially will settle on a delayed basis, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement, and should consult their own advisors with respect to these matters Joint Book-Running Managers: Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC RBS Securities Inc. Joint Lead Managers Xxxxxxx, Sachs & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co-Managers BBVA Securities Inc. Mitsubishi UFJ Securities (USA), Inc. PNC Capital Markets LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. U.S. Bancorp Investments, Inc. Distribution: Rule 144A/Reg S with registration rights as set forth in the Preliminary Offering Memorandum. This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the Notes or the offering and should be read in conjunction with the Preliminary Offering Memorandum. This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of the Notes in any jurisdiction in which such solicitation or sale would be unlawful. Washington Prime Group, L.P. or any initial purchaser participating in the offering will arrange to send you the Preliminary Offering Memorandum and the final Offering Memorandum if you request them by calling Citigroup Global Markets Inc. toll free at 800-831-9146, X.X. Xxxxxx Securities LLC collect at 000-000-0000 or RBS Securities Inc. toll free at 000-000-0000. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another system. ANNEX C

Appears in 1 contract

Samples: Washington Prime Group Inc.

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. ANNEX Annex B Pricing Term Sheet [See attached] PRICING SUPPLEMENT, DATED JULY 11, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 11, 2019 SUPPLEMENT STRICTLY CONFIDENTIAL Builders FirstSource$400,000,000 Calumet Specialty Products Partners, Inc. $75,000,000 6.750L.P. Calumet Finance Corp. 11.5% Senior Secured Notes due 2027 2021 April 15, 2016 This pricing supplement (this “Pricing Supplement”) Supplement is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 (the “Preliminary Offering Circular”)Memorandum dated April 6, 2016. The information in this Pricing Supplement supplements the Preliminary Offering Circular and Memorandum and, except as expressly stated herein, supersedes the information in the Preliminary Offering Circular Memorandum to the extent inconsistent with the information in the Preliminary Offering CircularMemorandum. Capitalized terms used but not defined in this Pricing Supplement but not defined have the respective meanings given ascribed to them in the Preliminary Offering CircularMemorandum. Other information (including financial information) presented in The Notes have not been registered under the Preliminary Offering Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSourceSecurities Act of 1933, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 as amended (the “NotesSecurities Act) On May 30), 2019or the securities laws of any other jurisdiction. Unless they are registered, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured notes due 2027 (the “Existing 2027 Notes”). The Notes may be offered hereby will be issued as additional notes only in transactions that are exempt from registration under the indenture governing Securities Act or the Existing 2027 Notessecurities laws of any other jurisdiction. Accordingly, fully fungible with we are offering the Existing 2027 Notes, treated as a single class for all purposes Notes in the United States only to qualified institutional buyers pursuant to Rule 144A under the indenture governing Securities Act and outside the Existing 2027 Notes United States to non-U.S. institutional investors in compliance with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S under the Securities Act. For further details about eligible offerees and resale restrictions, will trade separately under a different CUSIP number until 40 days after see “Transfer Restrictions” in the issue date of Preliminary Offering Memorandum. Terms Applicable to the 11.5% Senior Secured Notes offered herebydue 2021 Issuers: Calumet Specialty Products Partners, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). L.P.Calumet Finance Corp. Principal Amount: $75,000,000 400,000,000 Gross Proceeds: $393,092,000 B-1 Net Proceeds: $383,292,000, after initial purchaser discount and offering expenses Title of Securities: 11.5% Senior Secured Notes due 2021 Final Maturity Date: June 1January 15, 2027 2021 Issue Price: 104.500% 98.273%, plus accrued interest from May 30April 20, 2019 2016 Coupon: 6.75011.5% Yield to Maturity: 5.67912.00% Gross ProceedsInterest Payment Dates: $78,375,000.00 Spread to BenchmarkJanuary 15 and July 15, beginning on July 15, 2016 Record Dates: +382.7 basis points Benchmark: 2.00% UST due May 31, 2024 Ratings* B2 / BB-January 1 and July 1

Appears in 1 contract

Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B Pricing Term Sheet [See attached] PRICING SUPPLEMENTPricing Term Sheet, DATED JULY 11dated February 21, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 112024 to Preliminary Offering Memorandum dated February 21, 2019 STRICTLY CONFIDENTIAL Builders FirstSource2024 Strictly Confidential EQM Midstream Partners, Inc. $75,000,000 6.750% Senior Secured Notes due 2027 LP This pricing supplement (this “Pricing Supplement”) term sheet is qualified in its entirety by reference to the preliminary offering circular Preliminary Offering Memorandum dated July 11February 21, 2019 2024 (the “Preliminary Offering CircularMemorandum”). The information in this Pricing Supplement pricing term sheet supplements the Preliminary Offering Circular Memorandum and updates and supersedes the information in the Preliminary Offering Circular Memorandum to the extent it is inconsistent with the information in the Preliminary Offering CircularMemorandum. Capitalized terms Terms used in this Pricing Supplement but and not defined herein have the meanings given them assigned in the Preliminary Offering CircularMemorandum. Other information The notes have not been and will not be registered under the Securities Act of 1933, as amended (including financial information) presented the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the Preliminary Offering Circular is deemed United States or to have changed U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the extent affected by Securities Act and (2) outside the changes described hereinUnited States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Builders FirstSourceEQM Midstream Partners, Inc. Title of SecuritiesLP Distribution: 6.750Rule 144A and Regulation S for life (no registration rights) Security Description: 6.375% Senior Secured Notes due 2027 2029 (the “Notes”) Size: $600,000,000 Maturity: April 1, 2029 Coupon: 6.375% Issue Price: 100.000% of face amount Yield to Maturity: 6.375% Interest Payment Dates: April 1 and October 1 commencing October 1, 2024 Record Dates: March 15 and September 15 Optional Redemption: Make-whole call @ T+50 bps prior to April 1, 2026 (the “First Call Date”). On May 30and after the First Call Date, 2019at the following redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed) plus accrued and unpaid interest, if any, on the Issuer issued $400,000,000 Notes redeemed during the 12-month period beginning on April 1 of the years indicated below: Year Price 2026 103.188 % 2027 101.594 % 2028 and thereafter 100.000 % Change of Control (with Ratings Downgrade): Put at 101% of the aggregate principal amount of 6.750% senior secured notes due 2027 the Notes, plus accrued and unpaid interest. CUSIP: 144A: 00000XXX0 ISIN: REG S: X00000XX0 144A: US26885BAP58 Trade Date: REG S: USU26886AG33 February 21, 2024 Settlement: T+3; February 26, 2024 The Company expects to deliver the Notes against payment for the Notes on or about the date specified on the cover page of the Preliminary Offering Memorandum, which will be the third business day following the date of the pricing of the Notes (the such settlement cycle being referred to as Existing 2027 NotesT+3”). The Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes offered hereby on any date prior to the second business day before delivery thereof will be issued as additional notes under the indenture governing the Existing 2027 Notesrequired, fully fungible with the Existing 2027 Notes, treated as a single class for all purposes under the indenture governing the Existing 2027 Notes with the same terms as those by virtue of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except fact that the Notes offered hereby issued pursuant initially will settle in T+3, to Regulation S specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the second business day before their delivery should consult their own advisors. Denominations/Multiple: $2,000 x $1,000 Ratings*: Ba3 (stable outlook, Xxxxx’x) BB- (negative outlook, S&P) BB (stable outlook, Fitch) Joint Book-Running Xxxxx Fargo Securities, LLC Managers: BofA Securities, Inc. TD Securities (USA) LLC Barclays Capital Inc. Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC MUFG Securities Americas Inc. PNC Capital Markets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Truist Securities, Inc. U.S. Bancorp Investments, Inc. Co-Manager: WauBank Securities LLC ***** This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of these notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities ActAct of 1933, will trade separately as amended, and to non-U.S. persons outside the United States solely as defined under Regulation S. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. *A securities rating is not a different CUSIP number until 40 days after the issue date recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of the Notes offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S)this communication being sent by Xxxxxxxxx or another email system. Principal Amount: $75,000,000 Maturity Date: June 1, 2027 Issue Price: 104.500% plus accrued interest from May 30, 2019 Coupon: 6.750% Yield to Maturity: 5.679% Gross Proceeds: $78,375,000.00 Spread to Benchmark: +382.7 basis points Benchmark: 2.00% UST due May 31, 2024 Ratings* B2 / BB-ANNEX C

Appears in 1 contract

Samples: Purchase Agreement (Equitrans Midstream Corp)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B Term Sheet Pricing Term Sheet [See attached] PRICING SUPPLEMENTSheet, DATED JULY 11dated May 17, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 112016 to Preliminary Offering Memorandum dated May 17, 2019 STRICTLY CONFIDENTIAL Builders FirstSource2016 Strictly Confidential HomeStreet, Inc. $75,000,000 6.750% Senior Secured Notes due 2027 This pricing supplement (this “Pricing Supplement”) term sheet is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 Preliminary Offering Memorandum (the “Preliminary Offering CircularMemorandum”). The information in this Pricing Supplement pricing term sheet supplements the Preliminary Offering Circular Memorandum and updates and supersedes the information in the Preliminary Offering Circular Memorandum to the extent it is inconsistent with the information in the Preliminary Offering CircularMemorandum. Capitalized terms Terms used in this Pricing Supplement but and not defined herein have the meanings given them assigned in the Preliminary Offering CircularMemorandum. Other information (including financial information) presented in The notes have not been registered under the Preliminary Offering Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSourceSecurities Act of 1933, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 as amended (the “NotesSecurities Act) On May 30), 2019or the securities laws of any other jurisdiction. The notes may be offered only in transactions that are exempt from registration under the Securities Act and applicable laws of other jurisdictions. Accordingly, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured notes due 2027 initially are being offered and sold only to (the a) persons reasonably believed to be Existing 2027 Notes”). The Notes offered hereby will be issued qualified institutional buyers” (as additional notes defined in Rule 144A under the indenture governing Securities Act) or institutional “accredited investors” within the Existing 2027 Notesmeaning of Rule 501(a)(1), fully fungible with the Existing 2027 Notes(2), treated as a single class for all purposes (3) or (7) under the indenture governing Securities Act and (b) outside the Existing 2027 Notes United States to non-U.S. persons in compliance with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S under the Securities Act. Issuer: HomeStreet, will trade separately under a different CUSIP number until 40 days after the issue date of the Inc. Ranking: Senior Notes offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). Distribution: 144A / Reg D with Registration Rights Principal Amount: $75,000,000 65,000,000 Maturity Date: June 1, 2027 2026 Coupon: 6.50% Issue Price: 104.500% 100%, plus accrued interest interest, if any, from May 3020, 2019 Coupon: 6.750% 2016 Yield to Maturity: 5.6796.50% Gross ProceedsSpread to Benchmark Treasury: 4.728% Benchmark Treasury: UST 1.625% Due May 15, 2026 Benchmark Treasury Price and Yield: 98-21; 1.772% Interest Payment Dates: June 1, and December 1, commencing December 1, 2016 Optional Redemption: Prior to March 1, 2026, make-whole call @ T+30 bpsRedeemable in whole or in part on or after March 1, 2026 at 100% of the principal amount of the notes, plus accrued and unpaid interest, if any Registration Rights Commercially reasonable efforts to cause the registration statement to be filed within 120 days, to be effective within 180 days, and the exchange to be consummated within 210 days after the issuance of the notes. Trade Date: May 17, 2016 Settlement Date: T+3; May 20, 2016 QIB CUSIP / ISIN:Accredited Investor CUSIP / ISIN: 43785V AB8 / US43785VAB8043785V AC6 / US43785VAC63 Expected Rating*: BBB- (Kroll) Minimum Denominations: $78,375,000.00 Spread 2,000 and integral multiples of $1,000 in excess thereof Sole Book-Running Manager: Sandler X’Xxxxx & Partners, L.P. This material is confidential and is for your information only and is not intended to Benchmark: +382.7 basis points Benchmark: 2.00% UST due May 31be used by anyone other than you. This information does not purport to be a complete description of these notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to qualified institutional buyers as defined in Rule 144A under the Securities Act or institutional “accredited investors” within the meaning of Rule 501(a)(1), 2024 Ratings* B2 / BB-(2), (3) or (7) under the Securities Act and outside the United States solely to non-U.S. persons as defined under Regulation S. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. *A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. ANNEX C

Appears in 1 contract

Samples: Registration Rights Agreement (HomeStreet, Inc.)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. ANNEX Annex B Pricing Term Sheet [See attached] PRICING SUPPLEMENT, DATED JULY 11, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 11, 2019 SUPPLEMENT STRICTLY CONFIDENTIAL Builders FirstSource$325,000,000 Calumet Specialty Products Partners, Inc. $75,000,000 6.750L.P. Calumet Finance Corp. 7.75% Senior Secured Notes due 2027 2023 March 24, 2015 This pricing supplement (this “Pricing Supplement”) Supplement is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 (the “Preliminary Offering Circular”)Memorandum dated March 24, 2015. The information in this Pricing Supplement supplements the Preliminary Offering Circular and Memorandum and, except as expressly stated herein, supersedes the information in the Preliminary Offering Circular Memorandum to the extent inconsistent with the information in the Preliminary Offering CircularMemorandum. Capitalized terms used but not defined in this Pricing Supplement but not defined have the respective meanings given ascribed to them in the Preliminary Offering CircularMemorandum. Other information (including financial information) presented in The Notes have not been registered under the Preliminary Offering Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSourceSecurities Act of 1933, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 as amended (the “NotesSecurities Act) On May 30), 2019or the securities laws of any other jurisdiction. Unless they are registered, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured notes due 2027 (the “Existing 2027 Notes”). The Notes may be offered hereby will be issued as additional notes only in transactions that are exempt from registration under the indenture governing Securities Act or the Existing 2027 Notessecurities laws of any other jurisdiction. Accordingly, fully fungible with we are offering the Existing 2027 Notes, treated as a single class for all purposes Notes in the United States only to qualified institutional buyers pursuant to Rule 144A under the indenture governing Securities Act and outside the Existing 2027 Notes United States to non-U.S. persons in compliance with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S under the Securities Act. For further details about eligible offerees and resale restrictions, will trade separately under a different CUSIP number until 40 days after see “Transfer Restrictions” in the issue date of Preliminary Offering Memorandum. Terms Applicable to the 7.75% Senior Notes offered herebydue 2023 Issuers: Calumet Specialty Products Partners, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). L.P. Calumet Finance Corp. Principal Amount: $75,000,000 325,000,000 Gross Proceeds: $322,585,250 Net Proceeds: $317,000,000 Title of Securities: 7.75% Senior Notes due 2023 Final Maturity Date: June 1April 15, 2027 2023 Issue Price: 104.500% 99.257%, plus accrued interest from May 30March 27, 2019 2015 Coupon: 6.7507.75% Yield to Maturity: 5.6797.875% Gross ProceedsInterest Payment Dates: $78,375,000.00 Spread to BenchmarkApril 15 and October 15, beginning on October 15, 2015 Record Dates: +382.7 basis points Benchmark: 2.00% UST due May 31, 2024 Ratings* B2 / BB-April 1 and October 1

Appears in 1 contract

Samples: Purchase Agreement (Calumet Specialty Products Partners, L.P.)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B Pricing Term Sheet [See attached] PRICING SUPPLEMENTterm sheet dated February 4, DATED JULY 112014 to Preliminary Offering Memorandum dated February 4, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 11, 2019 STRICTLY CONFIDENTIAL Builders FirstSource2014 of Netflix, Inc. $75,000,000 6.750% Senior Secured Notes due 2027 (the “Company”) This pricing supplement (this “Pricing Supplement”) term sheet is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 (the “Preliminary Offering Circular”)Memorandum. The information in this Pricing Supplement pricing term sheet supplements the Preliminary Offering Circular Memorandum and supersedes the information in the Preliminary Offering Circular Memorandum to the extent inconsistent with the information in the Preliminary Offering Circular. Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Offering CircularMemorandum. Other information (including financial information) presented in the Preliminary Offering Circular Memorandum is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSource, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 (the “Notes”) On May 30, 2019, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured The notes due 2027 (the “Existing 2027 Notes”). The Notes offered hereby will be issued as additional notes have not been registered under the indenture governing Securities Act of 1933, as amended, or the Existing 2027 Notes, fully fungible with the Existing 2027 Notes, treated securities laws of any other jurisdiction and are being offered only to (1) “qualified institutional buyers” as a single class for all purposes defined in Rule 144A under the indenture governing Securities Act and (2) outside the Existing 2027 Notes United States to non-U.S. persons in compliance with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S under the Securities Act. Issuer: Netflix, will trade separately under Inc. Guarantees: The notes generally are not required to be guaranteed by any subsidiaries. In the future, the notes may be guaranteed on a different CUSIP number until 40 days after the issue date of the senior unsecured basis by certain subsidiaries. Security Description: Senior Unsecured Notes offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). Principal AmountDistribution: 144A/RegS with Contingent Registration Rights Face: $75,000,000 Maturity Date400,000,000 Gross Proceeds: June 1$400,000,000 Coupon: 5.750% Maturity: Xxxxx 0, 2027 Issue 0000 Xxxxxxxx Price: 104.500% plus accrued interest from May 30, 2019 Coupon: 6.750100.000% Yield to Maturity: 5.6795.750% Gross Proceeds: $78,375,000.00 Spread to BenchmarkTreasury: +382.7 +313 basis points Benchmark: 2.00UST 2.750% UST due May 31November 15, 2024 Ratings* B2 / BB-2023 Interest Pay Dates: March 1 and September 1 Record Dates: February 15 and August 15 Beginning: September 1, 2014 Optional Redemption: Make-whole call at T+50bps prior to maturity Change of Control: Put @ 101% of principal plus accrued interest Trade Date: February 4, 2014 Settlement Date: (T+10) February 19, 2014 The initial purchasers expect that delivery of the notes will be made to investors on or about February 19, 2014, which will be the 10th business day following the date of this offering memorandum (such settlement being referred to as T+10). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than three business days prior to February 19, 2014 will be required, by virtue of the fact that the notes initially settle in T+10, to specify an alternate settlement arrangement to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their deliver date hereunder should consult their advisors. CUSIP: 144A: 64110L AF3 Reg S: U74079 AC5 ISIN: 144A: US64110LAF31 Reg S: USU74079AC59 Denominations: 2,000x1,000 Joint-Lead Bookrunners: Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx & Co.

Appears in 1 contract

Samples: Netflix Inc

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Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B Pricing Term Sheet [See attached] PRICING SUPPLEMENTSheet, DATED JULY 11dated May 23, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 112016 to Preliminary Offering Memorandum dated May 17, 2019 STRICTLY CONFIDENTIAL Builders FirstSource2016 Strictly Confidential U.S. Concrete, Inc. $75,000,000 6.750% Senior Secured Notes due 2027 This pricing supplement (this “Pricing Supplement”) term sheet is qualified in its entirety by made with reference to the preliminary offering circular dated July 11, 2019 Preliminary Offering Memorandum (the “Preliminary Offering CircularMemorandum”). The information in this Pricing Supplement pricing term sheet supplements the Preliminary Offering Circular Memorandum and updates and supersedes the information in the Preliminary Offering Circular Memorandum to the extent it is inconsistent with the information in the Preliminary Offering CircularMemorandum. Capitalized terms Terms used in this Pricing Supplement but and not defined herein have the meanings given them assigned in the Preliminary Offering CircularMemorandum. Other information (including financial information) presented The notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction. The notes may not be offered or sold in the Preliminary Offering Circular is deemed United States or to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSourceU.S. persons (as defined in Regulation S) except in transactions exempt from, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 (the “Notes”) On May 30, 2019or not subject to, the Issuer issued $400,000,000 aggregate principal amount registration requirements of 6.750% senior secured the Securities Act. Accordingly, the notes due 2027 are being offered only (the 1) to Existing 2027 Notes”). The Notes offered hereby will be issued qualified institutional buyers” as additional notes defined in Rule 144A under the indenture governing Securities Act and (2) outside the Existing 2027 Notes, fully fungible United States to non-U.S. persons in compliance with the Existing 2027 Notes, treated as a single class for all purposes under the indenture governing the Existing 2027 Notes with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S under the Securities Act. Issuer: U.S. Concrete, will trade separately under a different CUSIP number until 40 days after the issue date of the Inc. Security description: Senior Notes offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation Distribution: 144A/Reg S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). Principal Amountregistration rights Size: $75,000,000 Maturity Date400,000,000 Gross proceeds: $400,000,000 Maturity: June 1, 2027 2024 Coupon: 6.375% Issue price: 100.000% of face amount. Yield to maturity: 6.375% Spread to Benchmark Treasury: +452bps Benchmark Treasury: UST 2.5% due May 15, 2024 Interest Payment Dates: June 1 and December 1, commencing December 1, 2016 Equity clawback: Up to 35% at 106.375% prior to June 1, 2019 Optional redemption: Make-whole call @ T+50bps prior to June 1, 2019 then: On or after: Price: 104.500June 1, 2019 104.781% June 1, 2020 103.188% June 1, 2021 101.594% June 1, 2022 and thereafter 100.000% Change of control: Putable at 101% of principal plus accrued and unpaid interest from Trade date: May 3023, 2019 Coupon2016 Settlement: 6.750% Yield to MaturityT+10; June 7, 2016. CUSIP: 5.679% Gross Proceeds144A: CUSIP No. 00000XXX0 REG S: CUSIP No. X0000XXX0 ISIN: 144A: ISIN No. US90333LAM46 REG S: ISIN No. USU9033EAE87 Denominations/Multiple: $78,375,000.00 Spread 2,000 x $1,000 Ratings*: B3/BB- Book-Running Managers: X.X. Xxxxxx Securities LLC UBS Securities LLC Senior Co-Managers: RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Co-Managers: Capital One Securities, Inc. Mitsubishi UFJ Securities (USA), Inc. Use of Proceeds Estimated net proceeds to Benchmark: +382.7 basis points Benchmark: 2.00% UST due May 31the Issuer from the offering of notes will be approximately $392.5 million, 2024 Ratings* B2 / BB-after deducting the Initial Purchasers’ discounts and commissions and estimated offering expenses. This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of these notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, and outside the United States solely to Non-U.S. persons as defined under Regulation S. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. *A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. ANNEX C Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States:

Appears in 1 contract

Samples: Us Concrete Inc

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B Pricing Term Sheet [See attached] PRICING SUPPLEMENTStrictly confidential Pricing Term Sheet, DATED JULY 11dated May 3, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 112016 to Preliminary Offering Memorandum, 2019 STRICTLY CONFIDENTIAL Builders FirstSourcedated May 3, 2016 Hanesbrands Inc. $75,000,000 6.750% Senior Secured Notes due 2027 This pricing supplement (this “Pricing Supplement”) term sheet is qualified in its entirety by reference to the preliminary offering circular Preliminary Offering Memorandum, dated July 11May 3, 2019 2016 (the “Preliminary Offering CircularMemorandum”). The information in this Pricing Supplement pricing term sheet supplements the Preliminary Offering Circular Memorandum and updates and supersedes the information in the Preliminary Offering Circular Memorandum to the extent it is inconsistent with the information in the Preliminary Offering CircularMemorandum. Capitalized terms Terms used in this Pricing Supplement but and not defined herein have the meanings given them assigned in the Preliminary Offering CircularMemorandum. Other information (including financial information) presented in The notes have not been registered under the Preliminary Offering Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSourceSecurities Act of 1933, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 as amended (the “Notes”) On May 30, 2019, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured notes due 2027 (the “Existing 2027 NotesSecurities Act”), or the securities laws of any other jurisdiction. The Notes notes may not be offered hereby will be issued or sold in the United States or to U.S. persons (as additional notes under the indenture governing the Existing 2027 Notes, fully fungible with the Existing 2027 Notes, treated as a single class for all purposes under the indenture governing the Existing 2027 Notes with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to defined in Regulation S under the Securities Act) except in transactions exempt from, will trade separately under a different CUSIP number until 40 days after or not subject to, the issue date registration requirements of the Notes Securities Act. Accordingly, the notes are being offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S into under the same CUSIP number as Securities Act. Issuer: Hanesbrands Inc. Security description: 4.625% Senior Notes due 2024 (the Existing 2027 “2024 notes”) 4.875% Senior Notes issued pursuant to due 2026 (the “2026 notes”) Distribution: Rule 144A/Regulation S). Principal AmountS for life Face: 2024 notes: $75,000,000 Maturity Date900,000,000 2026 notes: June 1$900,000,000 Offering price: 2024 notes: 100.000% of face amount 2026 notes: 100.000% of face amount Maturity: 2024 notes: May 15, 2027 Issue Price2024 2026 notes: 104.500% plus accrued interest from May 3015, 2019 2026 Coupon: 6.7502024 notes: 4.625% 2026 notes: 4.875% Yield to Maturitymaturity: 5.6792024 notes: 4.625% Gross Proceeds2026 notes: $78,375,000.00 4.875% Spread to Benchmarkbenchmark treasury: +382.7 2024 notes: +296 basis points Benchmark2026 notes: 2.00+308 basis points Benchmark treasury: 2024 notes: UST 2.500% UST due May 3115, 2024 2026 notes: UST 1.625% due February 15, 2026 Interest payment dates: 2024 notes: May 15 and November 15, commencing November 15, 2016 2026 notes: May 15 and November 15, commencing November 15, 2016 Record dates: 2024 notes: May 1 and November 1 2026 notes: May 1 and November 1 Optional redemption: 2024 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2024 (three months prior to maturity): redemption at par 2026 notes: At any time: make-whole redemption at a discount rate of Treasury plus 50 bps On or after February 15, 2026 (three months prior to maturity): redemption at par Change of control triggering event: Putable at 101% of principal plus accrued and unpaid interest upon a Change of Control Triggering Event Trade date: May 3, 2016 Settlement: May 6, 2016 (T+3) CUSIP: 2024 notes: 144A: 000000XX0 Regulation S: X00000XX0 2026 notes: 144A: 000000XX0 Regulation S: X00000XX0 ISIN: 2024 notes: 144A: US410345AJ12 Regulation S: USU24437AD43 2026 notes: 144A: US410345AL67 Regulation S: USU24437AE26 Denominations/Multiples: Denominations of $2,000 and larger integral multiples of $1,000 in excess thereof Ratings: [Intentionally Omitted] Joint book-running managers: X.X. Xxxxxx Securities LLC Barclays Capital Inc. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SunTrust Xxxxxxxx Xxxxxxxx Inc. Xxxxxxx, Xxxxx & Co. Senior co-manager: PNC Capital Markets LLC Co-managers: BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third Securities, Inc. Scotia Capital (USA) Inc. * B2 / BB-A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Appears in 1 contract

Samples: Hanesbrands Inc.

Additional Time of Sale Information. 1. Term Pricing term sheet containing the terms of the SecuritiesSecurities and the Guarantees, substantially in the form of Annex B. ANNEX B Pricing Term Sheet [See attached] PRICING SUPPLEMENTSheet, DATED JULY 11dated October 6, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 112021 to Preliminary Offering Memorandum dated October 6, 2019 STRICTLY CONFIDENTIAL Builders FirstSource2021 Strictly Confidential Group 1 Automotive, Inc. $75,000,000 6.750% Senior Secured Notes due 2027 This pricing supplement (this “Pricing Supplement”) term sheet is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 Preliminary Offering Memorandum (the “Preliminary Offering CircularMemorandum”). The information in this Pricing Supplement pricing term sheet supplements the Preliminary Offering Circular Memorandum and updates and supersedes the information in the Preliminary Offering Circular Memorandum to the extent it is inconsistent with the information in the Preliminary Offering CircularMemorandum. Capitalized terms Terms used in this Pricing Supplement but and not defined herein have the meanings given them assigned in the Preliminary Offering CircularMemorandum. Other information (including financial information) presented in The notes have not been and will not be registered under the Preliminary Offering Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSourceSecurities Act of 1933, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 as amended (the “NotesSecurities Act), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) On May 30except in transactions exempt from, 2019or not subject to, the Issuer issued $400,000,000 aggregate principal amount registration requirements of 6.750% senior secured the Securities Act. Accordingly, the notes due 2027 are being offered only to (the 1) persons reasonably believed to be Existing 2027 Notes”). The Notes offered hereby will be issued qualified institutional buyers” as additional notes defined in Rule 144A under the indenture governing Securities Act and (2) outside the Existing 2027 Notes, fully fungible United States to non-U.S. persons in compliance with the Existing 2027 Notes, treated as a single class for all purposes under the indenture governing the Existing 2027 Notes with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S under the Securities Act. Issuer: Group 1 Automotive, Inc. Security description: 4.000% Senior Notes due 2028 (the “new notes”). The new notes are being offered as additional notes under an indenture pursuant to which the issuer issued $550,000,000 aggregate principal amount of the initial notes on August 17, 2020. The new notes and the initial notes will be treated as a single class of securities under the indenture Distribution: Rule 144A/Reg S; no registration rights Size: $200,000,000. Immediately following the issuance of the new notes, there will be $750,000,000 aggregate principal amount of notes outstanding Maturity: August 15, 2028 Coupon: 4.000% Issue price: 100.250% of principal amount, plus accrued interest, if any, from August 15, 2021 Yield to maturity: 3.957% Spread to benchmark Treasury: +269 basis points Benchmark Treasury: UST 2.875% due August 15, 2028 Interest Payment Dates: February 15 and August 15. Interest on the new notes will accrue from August 15, 2021, the first day of the current interest period for the initial notes, and the first interest payment date will be February 15, 2022. Record Dates: February 1 and August 1 Equity clawback: Up to 40% at 104.000% prior to August 15, 2023 Optional redemption: Make-whole call at T+50 bps prior to August 15, 2023 then: On or after: Price: August 15, 2023 102.000% August 15, 2024 101.333% August 15, 2025 100.667% August 15, 2026 and thereafter 100.000% Change of control: Puttable at 101% of principal plus accrued and unpaid interest to, but excluding, the repurchase date. Trade date: October 6, 2021 Settlement date: October 21, 2021 (T+10). It is expected that delivery of the notes will be made against payment therefor on or about October 21, 2021, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade separately under a different CUSIP number until 40 days after expressly agree otherwise. Accordingly, purchasers who wish to trade the issue notes on the date of pricing or the Notes offered herebynext seven business days will be required, but thereafterby virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such holder may transfer trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the settlement date should consult their Notes offered hereby issued pursuant own advisors. CUSIP: Rule 144A: 000000XX0 Reg S: U03903 AF5 ISIN: Rule 144A: US398905AN98 Reg S: USU03903AF57 Denominations/Multiple: $2,000 x $1,000 Bookrunners: BofA Securities, Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC U.S. Bancorp Investments, Inc. Co-Managers: PNC Capital Markets LLC Truist Securities, Inc. Comerica Securities, Inc. This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of these notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to persons reasonably believed to be Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act, and outside the United States solely to Non-U.S. persons as defined under Regulation S into under the same CUSIP number Securities Act. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the Existing 2027 Notes issued pursuant to Regulation S)a result of this communication being sent by Bloomberg or another email system. Principal Amount: $75,000,000 Maturity Date: June 1, 2027 Issue Price: 104.500% plus accrued interest from May 30, 2019 Coupon: 6.750% Yield to Maturity: 5.679% Gross Proceeds: $78,375,000.00 Spread to Benchmark: +382.7 basis points Benchmark: 2.00% UST due May 31, 2024 Ratings* B2 / BB-ANNEX C

Appears in 1 contract

Samples: Date of Agreement    Agreement (Group 1 Automotive Inc)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. ANNEX B Pricing Term Sheet [See attached] PRICING SUPPLEMENTSupplement Strictly Confidential Res-Care, DATED JULY 11Inc.$200,000,000 10.75% Senior Notes due 2019 Pricing Supplement dated December 16, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 112010 to the Preliminary Offering Memorandum dated December 8, 2019 STRICTLY CONFIDENTIAL Builders FirstSource2010 of Res-Care, Inc. $75,000,000 6.750% Senior Secured Notes due 2027 This pricing supplement (this “Pricing Supplement”) Supplement is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 (the “Preliminary Offering Circular”)Memorandum, which is hereby incorporated by reference. The information in this Pricing Supplement supplements the Preliminary Offering Circular updates and supersedes the any information in the Preliminary Offering Circular to the extent inconsistent Memorandum which is inconsistent, or prepared based on assumptions that are inconsistent, with the information below. Unless otherwise indicated, terms used but not defined herein have the meanings assigned to such terms in the Preliminary Offering CircularMemorandum. Capitalized terms used The notes (and the related guarantees) have not been registered under the Securities Act or any other securities laws. Unless they are registered, the notes may be offered only in this Pricing Supplement but not defined have transactions that are exempt from registration under the meanings given them Securities Act and applicable state securities laws. We and the initial purchasers are offering the notes only to qualified institutional buyers under Rule 144A and to persons outside the United States in reliance on Regulation S under the Securities Act. For further details about eligible offerees and resale restrictions, see “Transfer restrictions” in the Preliminary Offering CircularMemorandum. See “Risk factors” beginning on page 19 of the Preliminary Offering Memorandum for a discussion of certain risks that you should consider in connection with an investment in the notes. Other information (including financial information) presented in the Preliminary Offering Circular Memorandum is deemed to have changed to the extent affected effected by the changes described herein. Issuer: Builders FirstSourceRes-Care, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 (the “NotesIssuer”) On May 30, 2019, the Issuer issued $400,000,000 aggregate principal amount of 6.750Security Description: 10.75% senior secured notes Senior Notes due 2027 (the “Existing 2027 Notes”). The Notes offered hereby will be issued as additional notes under the indenture governing the Existing 2027 Notes, fully fungible with the Existing 2027 Notes, treated as a single class for all purposes under the indenture governing the Existing 2027 Notes with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to 2019 Distribution: Rule 144A / Regulation S under the Securities Act, will trade separately under a different CUSIP number until 40 days after the issue date of the Notes offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). with Registration Rights Principal Amount: $75,000,000 Maturity Date200,000,000 Gross Proceeds: June 1, 2027 Issue Price$200,000,000 Maturity: 104.500% plus accrued interest from May 30January 15, 2019 Coupon: 6.75010.75% Issue Price: 100.000% of face amount Yield to Maturity: 5.67910.75% Gross Proceeds: $78,375,000.00 Spread to BenchmarkBenchmark Treasury: +382.7 basis points Benchmark+762 bps Benchmark Treasury: 2.00UST 2.75% UST due May 312/15/2019 Interest Payment Dates: January 15 and July 15, 2024 commencing July 15, 2011 Record Dates: January 1 and July 1 Equity clawback: Up to 35% at 110.75%, on or prior to January 15, 2014 Optional redemption: Make-whole call @ T+50 bps prior to January 15, 2015, then On or after At the redemption price of January 15, 2015 105.375 % January 15, 2016 102.688 % January 15, 2017 and thereafter 100.000 % Change of control: Putable at 101% of principal plus accrued interest Trade date: December 16, 2010 Settlement date: December 22, 2010 (T+4). CUSIP Numbers: 144A Regulation S CUSIP: 760943 AK6 CUSIP: U76090 AD8 ISIN: US760943AK62 ISIN: USU76090AD82 Ratings* B2 : B3 (Xxxxx’x) / BB-B- (S&P)(1) Joint Book-Running Managers: X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co-Managers: Fifth Third Securities, Inc. U.S. Bancorp Investments, Inc. Changes to the Preliminary Offering Memorandum: In addition, the following changes will be made to the Preliminary Offering Memorandum as well as additional conforming changes consistent with the changes described herein: Preamble On page iii of the Preliminary Offering Memorandum, the last paragraph relating to the settlement date is replaced in its entirety with the following: “It is expected that delivery of the notes will be made against payment there for on or about December 22, 2010, which is the fourth business day following the date hereof (such settlement cycle being referred to as “T+4”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing will be required, by virtue of the fact that the notes initially will settle in T+4, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade the notes on the date of pricing should consult their own advisors.” Description of other indebtedness The Issuer’s new senior secured credit facilities on which the notes offering is conditioned may vary in principal amount or maturity from the description under the caption “Description of other indebtedness” as follows:

Appears in 1 contract

Samples: Purchase Agreement (ResCare Finance, Inc.)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. ANNEX B Pricing Term Sheet [See attached] PRICING SUPPLEMENTSheet, DATED JULY 11dated December 1, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 112017 to Preliminary Offering Memorandum dated November 27, 2019 STRICTLY CONFIDENTIAL Builders FirstSource, Inc. $75,000,000 6.750% Senior Secured Notes due 2027 2017 Strictly Confidential XXXXXXXX INTERNATIONAL CORPORATION This pricing supplement (this “Pricing Supplement”) term sheet is qualified in its entirety by reference to the preliminary offering circular memorandum dated July 11November 27, 2019 2017 (the “Preliminary Offering CircularMemorandum)) of Xxxxxxxx International Corporation. The information in this Pricing Supplement pricing term sheet supplements the Preliminary Offering Circular Memorandum and updates and supersedes the information in the Preliminary Offering Circular Memorandum to the extent inconsistent with the information in the Preliminary Offering CircularMemorandum. Capitalized terms used in this Pricing Supplement but The notes have not defined have been and will not be registered under the meanings given them in the Preliminary Offering Circular. Other information (including financial information) presented in the Preliminary Offering Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSourceSecurities Act of 1933, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 as amended (the “Notes”) On May 30, 2019, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured notes due 2027 (the “Existing 2027 NotesSecurities Act”), or the securities laws of any other jurisdiction. The Notes notes may not be offered hereby will be issued or sold in the United States or to U.S. persons (as additional notes under the indenture governing the Existing 2027 Notes, fully fungible with the Existing 2027 Notes, treated as a single class for all purposes under the indenture governing the Existing 2027 Notes with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to defined in Regulation S under the Securities Act) except in transactions exempt from, will trade separately under a different CUSIP number until 40 days after or not subject to, the issue date registration requirements of the Notes Securities Act. Accordingly, the notes are being offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S into under the same CUSIP number as the Existing 2027 Securities Act. Issuer: Xxxxxxxx International Corporation Security description: 5.250% Senior Notes issued pursuant to due 2025 Distribution: Rule 144A / Regulation S). Principal Amount, without registration rights Size: $75,000,000 Maturity Date300,000,000 Gross proceeds: $300,000,000 Maturity: December 1, 2025 Coupon: 5.250% Issue price: 100.000%, plus accrued interest, if any, from December 6, 2017 Yield to maturity: 5.250% Spread to benchmark treasury: +295 bps Benchmark treasury: UST 2.25% due November 15, 2025 Interest payment dates: June 1 and December 1, commencing June 1, 2027 Issue 2018 Equity clawback: Up to 35% at 105.25% prior to December 1, 2020 Optional redemption: Make-whole call @ T+50 bps prior to December 1, 2020 On and after December 1, 2020, in whole or in part, at the redemption prices set forth below (expressed as a percentage of principal amount of the notes to be redeemed), plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of the years indicated below: Year: Price: 104.5002020 103.938% 2021 102.625% 2022 101.313% 2023 and thereafter 100.000% Change of control: Putable at 101% of principal, plus accrued and unpaid interest from May 30to, 2019 Couponbut not including, the date of purchase Trade date: 6.750% Yield December 1, 2017 Settlement: T+3; December 6, 2017 It is expected that delivery of the notes will be made against payment therefor on or about December 6, 2017, which is the third business day following the date hereof (such settlement cycle being referred to Maturityas “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to their delivery will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their delivery should consult their advisors. CUSIP and ISIN numbers: 5.679% Gross Proceeds144A Notes Reg S Notes CUSIP: 577128 AA9 CUSIP: U57624 AA3 ISIN: US577128AA93 ISIN: USU57624AA31 Denominations / multiple: $78,375,000.00 Spread 2,000 x $1,000 Ratings*: [Intentionally omitted.] Joint book-running managers: X.X. Xxxxxx Securities LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co-managers: X. Xxxxx FBR, Inc. Citizens Capital Markets, Inc. CJS Securities, Inc. Fifth Third Securities, Inc. HSBC Securities (USA) Inc. Loop Capital Markets LLC Macquarie Capital (USA) Inc. MUFG Securities Americas Inc. PNC Capital Markets LLC TD Securities (USA) LLC The Huntington Investment Company This material is confidential and is for your information only and is not intended to Benchmark: +382.7 basis points Benchmark: 2.00% UST due May 31be used by anyone other than you. This information does not purport to be a complete description of these notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication shall not constitute an offer to sell or a solicitation of an offer to buy, 2024 Ratingsnor shall there be any sale of the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to persons in offshore transactions in reliance on Regulation S under the Securities Act. The notes have not been and will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirement. * B2 / BB-A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. ANNEX C

Appears in 1 contract

Samples: Matthews International Corp

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. ANNEX Annex B Pricing Term Sheet [See attached] PRICING SUPPLEMENT, DATED JULY 11, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 11, 2019 SUPPLEMENT STRICTLY CONFIDENTIAL Builders FirstSource$900,000,000 Calumet Specialty Products Partners, Inc. $75,000,000 6.750L.P. Calumet Finance Corp. 6.500% Senior Secured Notes due 2027 2021 March 26, 2014 This pricing supplement (this “Pricing Supplement”) Supplement is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 (the “Preliminary Offering Circular”)Memorandum dated March 26, 2014. The information in this Pricing Supplement supplements the Preliminary Offering Circular and Memorandum and, except as expressly stated herein, supersedes the information in the Preliminary Offering Circular Memorandum to the extent inconsistent with the information in the Preliminary Offering CircularMemorandum. Capitalized terms used but not defined in this Pricing Supplement but not defined have the respective meanings given ascribed to them in the Preliminary Offering CircularMemorandum. Other information (including financial information) presented in The Notes have not been registered under the Preliminary Offering Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSourceSecurities Act of 1933, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 as amended (the “NotesSecurities Act) On May 30), 2019or the securities laws of any other jurisdiction. Unless they are registered, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured notes due 2027 (the “Existing 2027 Notes”). The Notes may be offered hereby will be issued as additional notes only in transactions that are exempt from registration under the indenture governing Securities Act or the Existing 2027 Notessecurities laws of any other jurisdiction. Accordingly, fully fungible with we are offering the Existing 2027 Notes, treated as a single class for all purposes Notes in the United States only to qualified institutional buyers pursuant to Rule 144A under the indenture governing Securities Act and outside the Existing 2027 Notes United States to non-U.S. persons in compliance with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S under the Securities Act. For further details about eligible offerees and resale restrictions, will trade separately under a different CUSIP number until 40 days after see “Transfer Restrictions” in the issue date of Preliminary Offering Memorandum. Terms Applicable to the 6.500% Senior Notes offered herebydue 2021 Issuers: Calumet Specialty Products Partners, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). L.P. Calumet Finance Corp. Principal Amount: $75,000,000 900,000,000 (upsized from $850,000,000) Gross Proceeds: $900,000,000 Title of Securities: 6.500% Senior Notes due 2021 Final Maturity Date: June 1April 15, 2027 2021 Issue Price: 104.500% 100.000%, plus accrued interest from May 30March 31, 2019 2014 Coupon: 6.7506.500% Yield to Maturity: 5.6796.500% Gross ProceedsInterest Payment Dates: $78,375,000.00 Spread to BenchmarkApril 15 and October 15, beginning on October 15, 2014 Record Dates: +382.7 basis points Benchmark: 2.00% UST due May 31, 2024 Ratings* B2 / BB-April 1 and October 1

Appears in 1 contract

Samples: Purchase Agreement (Calumet Specialty Products Partners, L.P.)

Additional Time of Sale Information. 1. Term Pricing term sheet containing the terms of the SecuritiesSecurities and the Guarantees, substantially in the form of Annex B. ANNEX B Pricing Term Sheet [See attached] PRICING SUPPLEMENTSheet, DATED JULY 11dated August 3, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 112020 to Preliminary Offering Memorandum dated August 3, 2019 STRICTLY CONFIDENTIAL Builders FirstSource2020 Strictly Confidential Group 1 Automotive, Inc. $75,000,000 6.750% Senior Secured Notes due 2027 This pricing supplement (this “Pricing Supplement”) term sheet is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 Preliminary Offering Memorandum (the “Preliminary Offering CircularMemorandum”). The information in this Pricing Supplement pricing term sheet supplements the Preliminary Offering Circular Memorandum and updates and supersedes the information in the Preliminary Offering Circular Memorandum to the extent it is inconsistent with the information in the Preliminary Offering CircularMemorandum. Capitalized terms Terms used in this Pricing Supplement but and not defined herein have the meanings given them assigned in the Preliminary Offering CircularMemorandum. Other information The notes have not been and will not be registered under the Securities Act of 1933, as amended (including financial information) presented the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the Preliminary Offering Circular is deemed United States or to have changed U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the extent affected by Securities Act and (2) outside the changes described hereinUnited States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Builders FirstSourceGroup 1 Automotive, Inc. Title of SecuritiesSecurity description: 6.7504.000% Senior Secured Notes due 2027 2028 (the “Notes”) Distribution: Rule 144A/Reg S; no registration rights Size: $550,000,000 Maturity: August 15, 2028 Coupon: 4.000% Issue price: 100.000% of principal amount, plus accrued interest, if any, from August 17, 2020 Yield to maturity: 4.000% Spread to benchmark Treasury: +354 basis points Benchmark Treasury: UST 2.875% due August 15, 2028 Interest Payment Dates: February 15 and August 15, commencing February 15, 2021 Record Dates: February 1 and August 1 Equity clawback: Up to 40% at 104.000% prior to August 15, 2023 Optional redemption: Make-whole call at T+50 bps prior to August 15, 2023 then: On May 30or after: Price: August 15, 20192023 102.000% August 15, 2024 101.333% August 15, 2025 100.667% August 15, 2026 and thereafter 100.000% Change of control: Puttable at 101% of principal plus accrued and unpaid interest to, but excluding, the Issuer issued $400,000,000 aggregate principal amount repurchase date. Trade date: Xxxxxx 0, 0000 Xxxxxxxxxx date: August 17, 2020 (T+10). It is expected that delivery of 6.750% senior secured the notes due 2027 will be made against payment therefor on or about August 17, 2020, which is the tenth business day following the date hereof (the such settlement cycle being referred to as Existing 2027 NotesT+10”). The Notes offered hereby Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next seven business days will be issued as additional notes under the indenture governing the Existing 2027 Notesrequired, fully fungible with the Existing 2027 Notes, treated as a single class for all purposes under the indenture governing the Existing 2027 Notes with the same terms as those by virtue of the Existing 2027 Notes (fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the settlement date should consult their own advisors. CUSIP: Rule 144A: 000000XX0 Reg S: X00000XX0 ISIN: Rule 144A: US398905AN98 Reg S: USU03903AE82 Denominations/Multiple: $2,000 x $1,000 Bookrunners: X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC BofA Securities, Inc. BBVA Securities Inc. Co-Managers: Comerica Securities, Inc. U.S. Bancorp Investments, Inc. This material is confidential and is for your information only and is not intended to be used by anyone other than issue date and issue price) and issued under you. This information does not purport to be a complete description of these notes or the same CUSIP numbers offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to persons reasonably believed to be Qualified Institutional Buyers, as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S defined in Rule 144A under the Securities Act, will trade separately and outside the United States solely to Non-U.S. persons as defined under Regulation S. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a different CUSIP number until 40 days after the issue date result of the Notes offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S)this communication being sent by Bloomberg or another email system. Principal Amount: $75,000,000 Maturity Date: June 1, 2027 Issue Price: 104.500% plus accrued interest from May 30, 2019 Coupon: 6.750% Yield to Maturity: 5.679% Gross Proceeds: $78,375,000.00 Spread to Benchmark: +382.7 basis points Benchmark: 2.00% UST due May 31, 2024 Ratings* B2 / BB-ANNEX C

Appears in 1 contract

Samples: Date of Agreement    Agreement (Group 1 Automotive Inc)

Additional Time of Sale Information. 1. Term sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. ANNEX B Pricing Term Sheet [See attached] PRICING SUPPLEMENT. Pricing term sheet dated December 3, DATED JULY 112012 to Preliminary Offering Memorandum dated November 28, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 11, 2019 STRICTLY CONFIDENTIAL Builders FirstSource, Inc. $75,000,000 6.750% Senior Secured Notes due 2027 2012 of The McClatchy Company (the “Company”) This pricing supplement (this “Pricing Supplement”) term sheet is qualified in its entirety by reference to the preliminary offering circular dated July 11, 2019 (the “Preliminary Offering Circular”)Memorandum. The information in this Pricing Supplement pricing term sheet supplements the Preliminary Offering Circular Memorandum and supersedes the information in the Preliminary Offering Circular Memorandum to the extent inconsistent with the information in the Preliminary Offering CircularMemorandum. Capitalized Defined terms used in this Pricing Supplement but and not defined herein have the meanings given meaning ascribed to them in the Preliminary Offering Circular. Other information (including financial information) presented in the Preliminary Offering Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSource, Inc. Title of Securities: 6.750% Senior Secured Notes due 2027 (the “Notes”) On May 30, 2019, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured notes due 2027 (the “Existing 2027 Notes”)Memorandum. The Notes offered hereby will be issued as additional notes have not been registered under the indenture governing Securities Act of 1933, as amended, or the Existing 2027 Notes, fully fungible with the Existing 2027 Notes, treated securities laws of any other jurisdiction and are being offered only to (1) “qualified institutional buyers” as a single class for all purposes defined in Rule 144A under the indenture governing Securities Act and (2) outside the Existing 2027 Notes United States to non-U.S. persons in compliance with the same terms as those of the Existing 2027 Notes (other than issue date and issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered hereby issued pursuant to Regulation S under the Securities Act, will trade separately under a different CUSIP number until 40 days after the issue date of the . Issuer: The McClatchy Company Security Description: Senior Secured Notes offered hereby, but thereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the same CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). Distribution: 144A/RegS with Registration Rights Principal Amount: $75,000,000 Maturity Date910,000,000, which represents an increase of $160,000,000 from the Preliminary Offering Memorandum Gross Proceeds: June 1$910,000,000 Coupon: 9.000% Maturity: December 15, 2027 2022 Issue Price: 104.500% 100.000%, plus accrued interest from May 30December 18, 2019 Coupon: 6.750% 2012 Yield to Maturity: 5.6799.000% Gross Proceeds: $78,375,000.00 Spread to BenchmarkTreasury: +382.7 +737 basis points Benchmark: 2.00UST 1.625% UST due May 31November 15, 2024 Ratings* B2 / BB-2022 Interest Payment Dates: December 15 and June 15, commencing June 15, 2013 Equity Clawback: Up to 35% at 109.000% prior to December 15, 2015 Optional Redemption: Make-whole call at T+50bps prior to December 15, 2017, then: On or after: Price: December 15, 2017 104.500 % December 15, 2018 103.000 % December 15, 2019 101.500 % December 15, 2020 and thereafter 100.000 % Change of Control: Putable at 101% of principal plus accrued and unpaid interest Trade Date: December 3, 2012 Settlement Date: December 18, 2012 (T+11) CUSIP: 144A: 579489 AF2 Reg S: U57365 AC9 ISIN: 144A: US579489AF22 Reg S: USU57365AC99 Denominations: 2,000x1,000 Initial Purchasers: X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Other Changes to Preliminary Offering Memorandum:

Appears in 1 contract

Samples: Purchase Agreement (McClatchy Co)

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