Common use of Additional Time of Sale Information Clause in Contracts

Additional Time of Sale Information. 1. Pricing Supplement containing the terms of the Securities, substantially in the form of Exhibit A. EXHIBIT A Pricing Supplement [Attached] EXHIBIT A-1 MPH ACQUISITION HOLDINGS LLC $1,050,000,000 5.50% Senior Secured Notes due 2028 August 17, 2021 Pricing Supplement Pricing Supplement dated August 17, 2021 to the Preliminary Offering Circular dated August 16, 2021 of MPH Acquisition Holdings LLC (as supplemented through and including the date hereof, the “Preliminary Offering Circular”). This Pricing Supplement is qualified in its entirety by reference to 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 it is 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. The aggregate principal amount of Notes to be issued in the offering has increased from $775,000,000 to $1,050,000,000, which represents an increase of $275,000,000 from the aggregate principal amount of Notes set forth in the Preliminary Offering Circular. See “Use of Proceeds” and “Changes to the Preliminary Offering Circular” below. Issuer MPH Acquisition Holdings LLC (the “Issuer”) Guarantees The Notes will be jointly and severally guaranteed on a senior secured basis by each of the Issuer’s wholly owned domestic restricted subsidiaries that guarantee the Issuer’s existing senior secured credit facilities. Title of Securities 5.50% Senior Secured Notes due 2028 (the “Notes”) Aggregate Principal Amount $1,050,000,000 Distribution 144A/Regulation S; no registration rights Maturity Date September 1, 2028 Issue Price 100.000% Coupon 5.50%. Interest will accrue from August 24, 2021. Benchmark Treasury 3.125% due November 15, 2028 Benchmark Treasury Yield 1.04% Spread to Benchmark Treasury + 446 basis points Yield to Maturity 5.50% Interest Payment Dates March 1 and September 1 of each year, beginning on March 1, 2022 Record Dates February 15 and August 15 of each year Trade Date August 17, 2021 Settlement Date August 24, 2021 Make-Whole Redemption Make-whole redemption at Treasury Rate + 50 basis points prior to September 1, 2024 Optional Redemption On or after September 1, 2024, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on September 1 of the years indicated below: Year Price 2024 102.750% 2025 101.375% 2026 and thereafter 100.000% Additional Redemption Right At any time prior to September 1, 2024, we may redeem during each 12-month period commencing on the issue date up to 10% of the aggregate principal amount of the notes at a purchase price equal to 103.000% of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Equity Clawback Up to 40% at 105.50% prior to September 1, 2024 Change of Control 101% plus accrued and unpaid interest, if any Use of Proceeds The Issuer will use the net proceeds of this offering and borrowings under its $1,325 million new senior secured term loan facility (i) to repay all of its indebtedness under its existing senior term loan facility and (ii) to pay fees and expenses in connection therewith. The Issuer will use cash on hand to repay any accrued and unpaid interest on the existing senior term loan. Joint Book-Running Managers Xxxxxxx Xxxxx & Co. LLC Barclays Capital Inc. Citigroup Global Markets Inc. BofA Securities, Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. UBS Securities LLC CUSIP and ISIN Numbers Rule 144A CUSIP: 553283 AD4 Rule 144A ISIN: US553283AD43 Regulation S CUSIP: U6203K AE4 Regulation S ISIN: USU6203KAE48 Denominations Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Appears in 1 contract

Samples: MultiPlan Corp

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Additional Time of Sale Information. 1. Pricing Supplement Term sheet containing the terms of the Securities, substantially in the form of Exhibit A. EXHIBIT A Annex B. ANNEX B Pricing Supplement Term Sheet [AttachedSee attached] EXHIBIT A-1 MPH ACQUISITION HOLDINGS LLC B-1 PRICING SUPPLEMENT, DATED JULY 11, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 11, 2019 STRICTLY CONFIDENTIAL Builders FirstSource, Inc. $1,050,000,000 5.5075,000,000 6.750% Senior Secured Notes due 2028 August 17, 2021 2027 This pricing supplement (this “Pricing Supplement Pricing Supplement dated August 17, 2021 to the Preliminary Offering Circular dated August 16, 2021 of MPH Acquisition Holdings LLC (as supplemented through and including the date hereof, the “Preliminary Offering CircularSupplement). 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 it is 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. The aggregate principal amount of Notes to be issued in the offering has increased from $775,000,000 to $1,050,000,000, which represents an increase of $275,000,000 from the aggregate principal amount of Notes set forth Other information (including financial information) presented in the Preliminary Offering Circular. See “Use of Proceeds” and “Changes Circular is deemed to have changed to the Preliminary Offering Circular” belowextent affected by the changes described herein. Issuer MPH Acquisition Holdings LLC (the “Issuer”) Guarantees The Notes will be jointly and severally guaranteed on a senior secured basis by each of the Issuer’s wholly owned domestic restricted subsidiaries that guarantee the Issuer’s existing senior secured credit facilities. : Builders FirstSource, Inc. Title of Securities 5.50Securities: 6.750% Senior Secured Notes due 2028 2027 (the “Notes”) Aggregate Principal Amount On May 30, 2019, the Issuer issued $1,050,000,000 Distribution 144A/Regulation S; no registration rights Maturity Date September 1, 2028 Issue Price 100.000% Coupon 5.50%. Interest will accrue from August 24, 2021. Benchmark Treasury 3.125% due November 15, 2028 Benchmark Treasury Yield 1.04% Spread to Benchmark Treasury + 446 basis points Yield to Maturity 5.50% Interest Payment Dates March 1 and September 1 of each year, beginning on March 1, 2022 Record Dates February 15 and August 15 of each year Trade Date August 17, 2021 Settlement Date August 24, 2021 Make-Whole Redemption Make-whole redemption at Treasury Rate + 50 basis points prior to September 1, 2024 Optional Redemption On or after September 1, 2024, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on September 1 of the years indicated below: Year Price 2024 102.750% 2025 101.375% 2026 and thereafter 100.000% Additional Redemption Right At any time prior to September 1, 2024, we may redeem during each 12-month period commencing on the issue date up to 10% of the 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 at under the indenture governing the Existing 2027 Notes, fully fungible with the Existing 2027 Notes, treated as a purchase price equal to 103.000% single class for all purposes under the indenture governing the Existing 2027 Notes with the same terms as those of the aggregate principal amount 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 to be redeemed, plus accrued and unpaid interest, if any, toNotes offered hereby, but excludingthereafter, any such holder may transfer their Notes offered hereby issued pursuant to Regulation S into the redemption datesame CUSIP number as the Existing 2027 Notes issued pursuant to Regulation S). Equity Clawback Up to 40% at 105.50% prior to September Principal Amount: $75,000,000 Maturity Date: June 1, 2024 Change of Control 1012027 Issue Price: 104.500% plus accrued and unpaid interestinterest from May 30, if any Use of Proceeds The Issuer will use the net proceeds of this offering and borrowings under its 2019 Coupon: 6.750% Yield to Maturity: 5.679% Gross Proceeds: $1,325 million new senior secured term loan facility (i) 78,375,000.00 Spread to repay all of its indebtedness under its existing senior term loan facility and (ii) to pay fees and expenses in connection therewith. The Issuer will use cash on hand to repay any accrued and unpaid interest on the existing senior term loan. Joint Book-Running Managers Xxxxxxx Xxxxx & Co. LLC Barclays Capital Inc. Citigroup Global Markets Inc. BofA SecuritiesBenchmark: +382.7 basis points Benchmark: 2.00% UST due May 31, Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. UBS Securities LLC CUSIP and ISIN Numbers Rule 144A CUSIP: 553283 AD4 Rule 144A ISIN: US553283AD43 Regulation S CUSIP: U6203K AE4 Regulation S ISIN: USU6203KAE48 Denominations Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.2024 Ratings* B2 / BB-

Appears in 1 contract

Samples: www.oblible.com

Additional Time of Sale Information. 1. Pricing Supplement Term sheet containing the terms of the Securities, substantially in the form of Exhibit A. EXHIBIT A Annex B. ANNEX B [See attached] Issuer Free Writing Prospectus filed pursuant to Rule 433 supplementing the Preliminary Prospectus Supplement dated February 23, 2017 and the Prospectus dated October 16, 2014 Registration No. 333-199425 Pricing Supplement [Attached] EXHIBIT A-1 MPH ACQUISITION HOLDINGS Term Sheet CDW LLC CDW FINANCE CORPORATION $1,050,000,000 5.50600,000,000 5.000% Senior Secured Notes due 2028 August 172025 Pricing Supplement, 2021 Pricing Supplement Pricing Supplement dated August 17February 23, 2021 2017, to the Preliminary Offering Circular Prospectus Supplement, dated August 16February 23, 2021 of MPH Acquisition Holdings LLC 2017 (as supplemented through and including the date hereof, the “Preliminary Offering CircularProspectus Supplement”), and related Base Prospectus, dated October 16, 2014 (the “Base Prospectus”), of CDW LLC and CDW Finance Corporation. This supplement (this “Pricing Supplement Supplement”) is qualified in its entirety by reference to the Preliminary Offering CircularProspectus Supplement and the Base Prospectus. The information in this Pricing Supplement supplements the Preliminary Offering Circular Prospectus Supplement and the Base Prospectus and supersedes the information in the Preliminary Offering Circular Prospectus Supplement and the Base Prospectus to the extent it is inconsistent with the information in the Preliminary Offering CircularProspectus Supplement and Base Prospectus. Capitalized terms Terms used in this Pricing Supplement but herein and not defined herein have the meanings given them assigned to such terms in the Preliminary Offering CircularProspectus Supplement and the Base Prospectus. The aggregate principal amount of Notes notes to be issued in the offering has increased from $775,000,000 500,000,000 to $1,050,000,000, which represents an increase 600,000,000. The increased amount of $275,000,000 from 100,000,000 will be used to correspondingly reduce the amount of borrowings under ABL Facility being utilized (a) to fund the redemption of $600.0 million aggregate principal amount of Notes set forth in the Preliminary Offering Circular. See “Use of Proceeds” and “Changes to the Preliminary Offering Circular” below. Issuer MPH Acquisition Holdings LLC (the “Issuer”) Guarantees The Notes will be jointly and severally guaranteed on a senior secured basis by each our 2022 Senior Notes, representing all of the Issuer’s wholly owned domestic restricted subsidiaries that guarantee the Issuer’s existing senior secured credit facilities. Title of Securities 5.50% 2022 Senior Secured Notes due 2028 (the “Notes”) Aggregate Principal Amount $1,050,000,000 Distribution 144A/Regulation S; no registration rights Maturity Date September 1, 2028 Issue Price 100.000% Coupon 5.50%. Interest will accrue from August 24, 2021. Benchmark Treasury 3.125% due November 15, 2028 Benchmark Treasury Yield 1.04% Spread to Benchmark Treasury + 446 basis points Yield to Maturity 5.50% Interest Payment Dates March 1 and September 1 of each year, beginning on March 1, 2022 Record Dates February 15 and August 15 of each year Trade Date August 17, 2021 Settlement Date August 24, 2021 Make-Whole Redemption Make-whole redemption at Treasury Rate + 50 basis points prior to September 1, 2024 Optional Redemption On or after September 1, 2024currently outstanding, at a redemption price of 100% of the following redemption prices (expressed as principal amount redeemed plus a percentage of principal amount)“make whole” premium, plus and accrued and unpaid interestinterest to the date of redemption, if any, on the Notes redeemed during the twelve-month period indicated beginning on September 1 of the years indicated below: Year Price 2024 102.750% 2025 101.375% 2026 and thereafter 100.000% Additional Redemption Right At any time prior to September 1, 2024, we may redeem during each 12-month period commencing on the issue date up to 10% of the aggregate principal amount of the notes at a purchase price equal to 103.000% of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Equity Clawback Up to 40% at 105.50% prior to September 1, 2024 Change of Control 101% plus accrued and unpaid interest, if any Use of Proceeds The Issuer will use the net proceeds of this offering and borrowings under its $1,325 million new senior secured term loan facility (i) to repay all of its indebtedness under its existing senior term loan facility and (iib) to pay fees and expenses in connection therewithrelated to the redemption and this offering. The Issuer will information in the Preliminary Prospectus Supplement (including, but not limited to, the financial information in the capitalization table and use cash on hand of proceeds) is deemed to repay any accrued and unpaid interest on have changed to the existing senior term loan. Joint Book-Running Managers Xxxxxxx Xxxxx & Co. LLC Barclays Capital Inc. Citigroup Global Markets Inc. BofA Securities, Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. UBS Securities LLC CUSIP and ISIN Numbers Rule 144A CUSIP: 553283 AD4 Rule 144A ISIN: US553283AD43 Regulation S CUSIP: U6203K AE4 Regulation S ISIN: USU6203KAE48 Denominations Minimum denominations extent affected by the increase in the size of $2,000 and integral multiples the offering of $1,000 in excess thereofthe Notes.

Appears in 1 contract

Samples: Underwriting Agreement (CDW Corp)

Additional Time of Sale Information. 1. Pricing Supplement Term sheet containing the terms of the Securities, substantially in the form of Exhibit A. EXHIBIT A Pricing Supplement [Attached] EXHIBIT A-1 MPH ACQUISITION Annex B. ANNEX B See attached. ANNEX B PRICING TERM SHEET DATED DECEMBER 15, 2023 KINETIK HOLDINGS LLC $1,050,000,000 5.50LP 6.625% Senior Secured Notes due SUSTAINABILITY-LINKED SENIOR NOTES DUE 2028 August 17The information in this pricing term sheet supplements the preliminary offering memorandum, 2021 Pricing Supplement Pricing Supplement dated August 17December 15, 2021 to the Preliminary Offering Circular dated August 16, 2021 of MPH Acquisition Holdings LLC 2023 (as supplemented through and including the date hereof, the “Preliminary Offering CircularMemorandum”), 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. This Pricing Supplement In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Circular. The information in this Pricing Supplement supplements Memorandum and should be read together with the Preliminary Offering Circular and supersedes the information in the Preliminary Offering Circular to the extent it is inconsistent with the information in the Preliminary Offering CircularMemorandum. Capitalized terms Terms used in this Pricing Supplement but not defined herein shall have the respective meanings given them in the Preliminary Offering Circular. The aggregate principal amount of Notes to be issued in the offering has increased from $775,000,000 to $1,050,000,000, which represents an increase of $275,000,000 from the aggregate principal amount of Notes set forth in the Preliminary Offering CircularMemorandum. See The notes have not been registered under the Securities Act of 1933, as amended (the Use Securities Act”), or the securities laws of Proceedsany other jurisdiction, and are being offered only to persons reasonably believed to be “qualified institutional buyerspursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. For details about eligible offers, deemed representations and agreements by investors and transfer restrictions, see Changes to Transfer restrictions” in the Preliminary Offering Circular” belowMemorandum. Issuer MPH Acquisition Issuer: Kinetik Holdings LLC (the “Issuer”) Guarantees The Notes will be jointly and severally guaranteed on a senior secured basis by each of the Issuer’s wholly owned domestic restricted subsidiaries that guarantee the Issuer’s existing senior secured credit facilities. Title of LP Securities 5.50Title: 6.625% Sustainability-Linked Senior Secured Notes due 2028 (the “Notesnotes”) Aggregate The notes offered hereby constitute an additional issuance of, and will form a single series of debt securities with, the outstanding $500,000,000 aggregate principal amount of 6.625% Sustainability-Linked Senior Notes due 2028, issued on December 6, 2023. Upon completion of this offering, the aggregate principal amount of 6.625% Sustainability-Linked Senior Notes due 2028 outstanding will be $800,000,000. Principal Amount Amount: $1,050,000,000 Distribution 144A/300,000,000 (increased from $200,000,000) Gross Proceeds: $301,500,000 Distribution: 144A and Regulation S; S (no registration rights rights) Maturity Date September 1, 2028 Issue Price 100.000% Coupon 5.50%. Interest will accrue from August 24, 2021. Benchmark Treasury 3.125% due November Date: December 15, 2028 Benchmark Treasury Yield 1.04% Spread to Benchmark Treasury + 446 basis points Yield to Maturity 5.50Interest Rate: 6.625% Interest Payment Dates March Dates: June 15 and December 15, commencing on June 15, 2024 Record Dates: June 1 and September December 1 of each yearyear Interest Rate Step-Up Date (if SPTs have not been satisfied and verified): June 15, beginning 2027 (with the first payment on March 1such stepped-up interest rate due on December 15, 2022 Record Dates February 15 2027) Subsequent SPT Notice Date (if SPT 1 and/or SPT 2 are satisfied and August 15 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: 100.500% plus accrued interest from December 6, 2023 Yield to Worst: 6.479% Ratings:* Ba1/BB+/BB+ Trade Date: December 15, 2023 Settlement Date: December 19, 2023 (T+2) Temporary Regulation S CUSIP/ISIN: X00000XX0 / USU49467AC44 CUSIP Numbers: 144A: 00000XXX0 Reg. S: X00000XX0 (Permanent) ISIN Numbers: 144A: US49461MAB63 Reg. S: USU49467AB60 (Permanent) Denominations: $2,000 and multiples of each year Trade Date August 17$1,000 in excess thereof Global Coordinators: Xxxxx Fargo Securities, 2021 Settlement Date August 24LLC BofA Securities, 2021 Make-Whole Redemption Inc. MUFG Securities Americas Inc. PNC Capital Markets LLC TD Securities (USA) LLC Truist Securities, Inc. Optional Redemption: Make-whole redemption at Treasury Rate + 50 basis points call @ T+50 bps prior to September 1December 15, 2024 Optional Redemption 2025, then: On or after September 1December 15, 20242025: 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 103.313 % 103.354 % 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 the following redemption prices (expressed as a percentage 101% of principal amount)principal, plus accrued and unpaid interest; provided that, if anyit 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 Notes redeemed during Step-Up Notice Date * 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 twelve-month period indicated beginning on September 1 sole use of the years indicated below: Year Price 2024 102.750% 2025 101.375% 2026 person to whom it is provided by the sender. This material is confidential and thereafter 100.000% Additional Redemption Right At any time prior is for your information only and is not intended to September 1, 2024, we may redeem during each 12-month period commencing on the issue date up be used by anyone other than you. This information does not purport to 10% of the aggregate principal amount be a complete description of the notes at 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 purchase price equal 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 103.000% an exemption from, or in a transaction not subject to, the registration requirements of the aggregate principal amount of Securities Act and any other applicable securities laws. The initial purchasers are initially offering the notes only (1) to persons reasonably believed to be redeemedqualified institutional buyers as defined in, plus accrued and unpaid interestin reliance on, if any, to, but excluding, Rule 144A under the redemption date. Equity Clawback Up to 40% at 105.50% prior to September 1, 2024 Change of Control 101% plus accrued and unpaid interest, if any Use of Proceeds The Issuer will use the net proceeds of this offering and borrowings under its $1,325 million new senior secured term loan facility (i) to repay all of its indebtedness under its existing senior term loan facility Securities Act and (ii2) outside the United States to pay fees and expenses non-U.S. persons in connection therewith. The Issuer will use cash on hand to repay any accrued and unpaid interest on the existing senior term loan. Joint Book-Running Managers Xxxxxxx Xxxxx & Co. LLC Barclays Capital Inc. Citigroup Global Markets Inc. BofA Securities, Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. UBS Securities LLC CUSIP and ISIN Numbers Rule 144A CUSIP: 553283 AD4 Rule 144A ISIN: US553283AD43 compliance with Regulation S CUSIP: U6203K AE4 Regulation S ISIN: USU6203KAE48 Denominations Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.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.

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Additional Time of Sale Information. 1. Pricing Supplement Term Sheet dated August 19, 2013 containing the terms of the Securities, substantially in the form of Exhibit A. EXHIBIT A Pricing Supplement [Attached] EXHIBIT A-1 MPH ACQUISITION HOLDINGS LLC Annex B. B2Gold Corp. ANNEX B $1,050,000,000 5.50225,000,000 3.25% Convertible Senior Secured Subordinated Notes due 2028 August 172018 Pricing Term Sheet, 2021 Pricing Supplement Pricing Supplement dated August 1719, 2021 2013 to the Preliminary Offering Circular Memorandum dated August 1619, 2021 of MPH Acquisition Holdings LLC (as supplemented through and including the date hereof, the “Preliminary Offering Circular”). 2013 Strictly Confidential This Pricing Supplement pricing term sheet is qualified in its entirety by reference to the Preliminary Offering CircularMemorandum (the “Preliminary Offering Memorandum”). 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. The aggregate principal amount notes and the common shares issuable upon conversion of Notes the notes, if any, have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and are being offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the notes may be issued in relying on the offering has increased from $775,000,000 to $1,050,000,000, which represents an increase of $275,000,000 exemption from the aggregate principal amount provisions of Notes set forth Section 5 of the Securities Act provided by Rule 144A. In addition, the notes may only be sold pursuant to an exemption from the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada, including the Securities Act (British Columbia). The notes and the common shares issuable upon conversion of the notes, if any, are not transferable except in accordance with the restrictions described under “Transfer restrictions” in the Preliminary Offering CircularMemorandum. See “Use of Proceeds” All dollar amounts herein are stated in U.S. dollars. Issuer: B2Gold Corp. (NYSE MKT: BTG and “Changes to the Preliminary Offering Circular” below. Issuer MPH Acquisition Holdings LLC (the “Issuer”TSX: BTO) Guarantees The Notes will be jointly and severally guaranteed on a senior secured basis by each of the Issuer’s wholly owned domestic restricted subsidiaries that guarantee the Issuer’s existing senior secured credit facilities. Title of Securities 5.50Securities: 3.25% Convertible Senior Secured Subordinated Notes due 2028 2018 Offering Size: $225,000,000 ($258,750,000 if the “Notes”initial purchasers exercise their option to purchase additional notes in full) Aggregate Principal Amount $1,050,000,000 Distribution 144A/Regulation S; no registration rights Maturity Date September Maturity: October 1, 2028 2018, unless earlier redeemed, repurchased or converted Issue Price 100.000Price: 100% Coupon 5.50%. of principal amount, plus accrued interest, if any, from the Settlement Date (as defined below) Interest will accrue Rate: 3.25% per annum accruing from August 24the Settlement Date, 2021. Benchmark Treasury 3.125% due November 15, 2028 Benchmark Treasury Yield 1.04% Spread to Benchmark Treasury + 446 basis points Yield to Maturity 5.50% Interest Payment Dates March payable semi- annually in arrears on April 1 and September October 1 of each year, beginning on March April 1, 2022 Record Dates February 15 and 2014 NYSE MKT Last Reported Sale Price on August 15 of each year Trade Date 19, 2013: $2.86 per common share Conversion Premium: Approximately 37.5% above the NYSE MKT Last Reported Sale Price on August 1719, 2021 Settlement Date August 24, 2021 Make-Whole Redemption Make-whole redemption at Treasury Rate + 50 basis points prior to September 1, 2024 Optional Redemption On or after September 1, 2024, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on September 1 of the years indicated below2013 Initial Conversion Rate: Year Price 2024 102.750% 2025 101.375% 2026 and thereafter 100.000% Additional Redemption Right At any time prior to September 1, 2024, we may redeem during each 12-month period commencing on the issue date up to 10% of the aggregate 254.2912 common shares per $1,000 principal amount of the notes at a purchase price equal to 103.000% of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Equity Clawback Up to 40% at 105.50% prior to September 1, 2024 Change of Control 101% plus accrued and unpaid interest, if any Initial Conversion Price: Approximately $3.93 per common share Use of Proceeds Proceeds: The net proceeds to us from this offering, after deducting the initial purchasers’ discount and offering expenses payable by the Issuer in connection with this offering, will be approximately $217.5 million (or approximately $250.3 million if the initial purchasers exercise their over- allotment option in full). The Issuer will intends to use the net proceeds of this offering and borrowings under its $1,325 million new senior secured term loan facility (i) to repay all of its indebtedness under its existing senior term loan facility and (ii) to pay fees and expenses in connection therewith. The Issuer will use cash on hand to repay any accrued and unpaid interest on the existing senior term loan. Joint Book-Running Managers Xxxxxxx Xxxxx & Co. LLC Barclays Capital Inc. Citigroup Global Markets Inc. BofA Securities, Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. UBS Securities LLC CUSIP and ISIN Numbers Rule 144A CUSIP: 553283 AD4 Rule 144A ISIN: US553283AD43 Regulation S CUSIP: U6203K AE4 Regulation S ISIN: USU6203KAE48 Denominations Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereoffor general corporate purposes.

Appears in 1 contract

Samples: taxinterpretations.com

Additional Time of Sale Information. 1. Pricing Supplement The pricing supplement containing the terms of the Securities, substantially in the form of Exhibit A. EXHIBIT A Annex B. ANNEX B [Form of Pricing Supplement [AttachedSupplement] EXHIBIT A-1 MPH ACQUISITION HOLDINGS Avis Budget Car Rental, LLC and Avis Budget Finance, Inc. $1,050,000,000 175,000,000 5.50% Senior Secured Notes due 2028 August 172023 November 6, 2021 2014 Pricing Supplement Pricing Supplement dated August 17November 6, 2021 2014 to the Preliminary Offering Circular Memorandum dated August 16November 6, 2021 2014 of MPH Acquisition Holdings Avis Budget Car Rental, LLC (as supplemented through and including the date hereofAvis Budget Finance, the “Preliminary Offering Circular”). Inc. This Pricing Supplement is qualified in its entirety by reference to 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 it is inconsistent with the information in the Preliminary Offering CircularMemorandum. Capitalized terms used in this Pricing Supplement but not defined have the meanings given to them in the Preliminary Offering CircularMemorandum. The aggregate principal amount of Notes to be issued in the offering has increased from $775,000,000 to $1,050,000,000Issuers Avis Budget Car Rental, which represents an increase of $275,000,000 from the aggregate principal amount of Notes set forth in the Preliminary Offering Circular. See “Use of Proceeds” LLC and “Changes to the Preliminary Offering Circular” below. Issuer MPH Acquisition Holdings LLC Avis Budget Finance, Inc. (together, the “IssuerCompany”) Guarantees The Notes will be jointly Guarantors Avis Budget Group, Inc., Avis Budget Holdings, LLC and severally guaranteed on a senior secured basis by each of the IssuerCompany’s wholly owned existing and future direct and indirect domestic restricted subsidiaries that also guarantee the IssuerCompany’s existing senior secured credit facilities. facilities Title of Securities 5.50% Senior Secured Notes due 2028 2023 (the “Notes”) Aggregate Principal Amount $1,050,000,000 Distribution 144A/Regulation S; no registration rights 175,000,000 Gross Proceeds (excluding accrued interest) $174,343,750 Maturity Date September April 1, 2028 2023 Issue Price 100.00099.625%, plus accrued and unpaid interest from October 1, 2014 Coupon 5.500% Coupon 5.50%. Interest will accrue from August 24, 2021. Yield to Maturity 5.556% Benchmark Treasury 3.1252.000% due November February 15, 2028 Benchmark Treasury Yield 1.04% 2023 Spread to Benchmark Treasury + 446 basis points Yield to Maturity 5.50% 331 bps Interest Payment Dates March April 1 and September October 1 of each year, beginning on March April 1, 2022 2015 Record Dates February March 15 and August September 15 of each year Trade Date August 17November 6, 2021 2014 Settlement Date August 24We expect the settlement date to be on November 14, 2021 2014, which is the 5th business day following the date of the pricing of the Notes. Since trades in the secondary market generally settle in three business days, purchasers who wish to trade notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement. Make-Whole Redemption Make-Make whole redemption at Treasury Rate + 50 basis points prior to September April 1, 2024 2018 Optional Redemption On or after September April 1, 2024, 2018 at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on September April 1 of the years indicated below: Year Price 2024 2018 102.750% 2025 101.3752019 101.833% 2026 2020 100.917% 2021 and thereafter 100.000% Additional Redemption Right At any time prior to September 1, 2024, we may redeem during each 12-month period commencing on the issue date up to 10% of the aggregate principal amount of the notes at a purchase price equal to 103.000% of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Equity Clawback Up to 4035% at 105.50105.5% prior to September on or before April 1, 2024 2016 Change of Control 101% plus accrued and unpaid interest, if any interest Use of Proceeds The Issuer will We intend to use the net proceeds of from this offering and borrowings under its $1,325 million new senior secured term loan facility (i) to repay all of its indebtedness under its existing senior term loan facility and (ii) to pay fees and expenses in connection therewith. The Issuer will use cash on hand to repay any accrued and unpaid interest on for general corporate purposes, including the existing senior term loanBudget Licensee Acquisition. Joint Book-Running Managers Xxxxxxx Xxxxx & Co. LLC Barclays Capital Inc. Citigroup Global Markets Inc. BofA Securities, Inc. Credit Suisse Agricole Securities (USA) LLC Inc. Deutsche Bank Securities Inc. UBS X.X. Xxxxxx Securities LLC Co-Managers Scotia Capital (USA) Inc. Distribution 144A/Regulation S (with Registration Rights) Denominations $2,000 minimum, and in increments of $1,000 for all denominations in excess thereof CUSIP and Numbers Rule 144A: 000000XX0 Regulation S: X00000XX0 ISIN Numbers Rule 144A CUSIP144A: 553283 AD4 Rule 144A ISINUS053773AZ03 Regulation S: US553283AD43 Regulation S CUSIP: U6203K AE4 Regulation S ISIN: USU6203KAE48 Denominations Minimum denominations USU05375AM94 This material is strictly confidential and has been prepared solely for use in connection with the proposed offering of $2,000 the securities described in the Preliminary Offering Memorandum. This material is personal to each offeree and integral multiples of $1,000 in excess thereofdoes not constitute an offer to any other person or the public generally to subscribe for or otherwise acquire the securities. Please refer to the Preliminary Offering Memorandum for a complete description.

Appears in 1 contract

Samples: Registration Rights Agreement (Budget Truck Rental LLC)

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