Optional Redemption with Equity Proceeds. At any time and from time to time prior to April 30, 2026, the Issuers may redeem up to 40% of the Notes with an amount equal to or less than the net cash proceeds of one or more Equity Offerings, at a redemption price equal to 108.375% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
Optional Redemption with Equity Proceeds. On or prior to June 1, 2024, the Issuers may, at their option, redeem an aggregate principal amount of the 2029 Notes not to exceed the net cash proceeds from certain equity offerings at the redemption price of 105.000% of the principal amount of the 2029 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date; provided that the amount to be redeemed shall not exceed 40% of the aggregate principal amount of the 2029 Notes. Change of Control Triggering Event: Put right at 101% of the aggregate principal amount of the 2029 Notes, plus accrued and unpaid interest to, but excluding, the repurchase date. CUSIP Numbers/ISINs: 144A: 43284M AA6 / US43284MAA62. Reg S: U4329K AA6 / USU4329KAA61. Ratings*: B2 (Xxxxx’x) / B- (S&P) / BB- (Fitch) Escrow of Gross Proceeds; Mandatory Redemption: Concurrently with the closing of the offering of the 2029 Notes, the Escrow Issuers will deposit the gross proceeds of the offering into an Escrow Account and the Issuer will provide the HGV Escrow Guarantee. If any Special Mandatory Redemption Event occurs, the Escrow Issuers will be required to redeem the 2029 Notes at a redemption price of 100% of the issue price of the 2029 Notes, plus accrued and unpaid interest to, but excluding, the redemption date. The Escrowed Funds would be released and applied to pay for such redemption. Distribution: 144A and Reg S with no registration rights. Bookrunners: Deutsche Bank Securities, Inc. BofA Securities, Inc. Barclays Capital Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC MUFG Securities Americas Inc. Co-Managers: Xxxxx Fargo Securities, LLC Fifth Third Securities, Inc. Regions Securities LLC Citizens Capital Markets, Inc. Mizuho Securities USA LLC Trade Date: May 20, 2021 Settlement Date: June 4, 2021 (T+10) (the “Settlement Date”)The Escrow Issuers expect that delivery of the 2029 Notes will be made to investors on or about June 4, 2021, which will be the tenth business day following the date of pricing of the 2029 Notes (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 two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, #94399344v20 purchasers who wish to trade 2029 Notes prior to the second business day before the delivery of the 2029 Notes will be required, by virtue of the fact that ...
Optional Redemption with Equity Proceeds. Prior to April 15, 2014, the Company may, at its option, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of Notes (and the principal amount of any Additional Notes) issued under the Indenture at a redemption price equal to 110.50% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the redemption date, provided that: · at least 65% of the principal amount of Notes (including any Additional Notes) that have been issued under the Indenture after the Issue Date remain outstanding immediately after the occurrence of each such redemption; and · each such redemption occurs within 90 days of the date of closing of each such Equity Offering.
Optional Redemption with Equity Proceeds. At any time prior to December 15, 2025, the Issuer may on one or more occasions redeem up to 40% of the aggregate principal amount of the Senior Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 108.750% of the principal amount of the Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, with an amount equal to all or a portion of the net cash proceeds of (i) any public or private sale of Equity Interests (other than Disqualified Equity Interests) made for cash on a primary basis by the Company after the Issue Date or (ii) any contribution to capital of the Company in respect of Equity Interests (other than Disqualified Equity Interests) of the Company, excluding in the case of clauses (i) and (ii) any sale to or contribution by any Subsidiary of the Company. Change of Control and Repurchase Event: 101% Joint Book-Running Managers: Xxxxx Fargo Securities, LLC BofA Securities, Inc. BMO Capital Markets Corp. Citizens JMP Securities, LLC Fifth Third Securities, Inc. U.S. Bancorp Investments, Inc. Co-Managers: Wedbush Securities Inc. Regions Securities LLC WauBank Securities LLC Annex A-1 Trade Date: November 17, 2023 Settlement Date: November 21, 2023 (T+2) Distribution: 144A and Regulation S with no registration rights CUSIP/ISIN Numbers: 144A CUSIP: 50187T AH9 144A ISIN: US50187TAH95 Regulation S CUSIP: U5286J AC3 Regulation S ISIN: USU5286JAC37 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 securities 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 in accordance with the applicable provisions of Regulation S. This communication does not constitute an offer to sell or a solicitation of an offer to buy the Senior Notes or any other security and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale would be unlawful. Any offers of the Senior Notes will be made only by means of a private offering memorandum. Any discl...
Optional Redemption with Equity Proceeds. Following the Escrow Release Date and at any time prior to December 1, 2017, the Issuers may, on any one or more occasions, redeem up to 40% of the 2022 Notes at a redemption price equal to 105.500% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of certain equity offerings. CUSIP/ISIN Numbers: CUSIP: 14987E AA5ISIN: US14987EAA55 Change of Control: 101% _______________________ Annex B-2 Terms Applicable to 5.750% Senior Notes due 2024 (the “2024 Notes”) Aggregate Principal Amount: $2,000,000,000 Title of Securities: 5.750% Senior Notes due 2024 Final Maturity Date: December 1, 2024 Issue Price: 100.000%, plus accrued interest, if any Coupon: 5.750% Yield to Maturity: 5.750% Interest Payment Dates: December 1 and June 1 Record Dates: November 15 and May 15 First Interest Payment Date: December 1, 2014 Gross Proceeds: $2,000,000,000 Underwriting Discount: 1.125%, subject to credit Net Proceeds to the Issuers before Estimated Expenses: $1,977,500,000 Optional Redemption: If the Escrow Release Date occurs, on or after December 1, 2019, the Issuers may redeem all or a part of the 2024 Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount of 2024 Notes) set forth below plus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of the years indicated below:Year Percentage2019 102.8750%2020 101.9167%2021 100.9583%2022 and thereafter 100.0000% From and after the Escrow Release Date and at any time and from time to time prior to December 1, 2019, the Issuers may also redeem the outstanding 2024 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, on such 2024 Notes to the redemption date, plus the Make-Whole Premium.
Optional Redemption with Equity Proceeds. Following the Escrow Release Date and at any time prior to December 1, 2017, the Issuers may, on any one or more occasions, redeem up to 40% of the 2024 Notes at a redemption price equal to 105.750% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of certain equity offerings. CUSIP/ISIN Numbers: CUSIP: 14987E AB3ISIN: US14987EAB39 Change of Control: 101% _______________________ Annex B-3 Additional Changes to the Preliminary Prospectus Supplement The aggregate principal amount of Notes to be issued in the offering increased from $1,500,000,000 to $3,500,000,000. This amount will reduce the assumed amount to be funded under the CCO Credit Facilities as reflected under the column “Principal Amount Pro Forma As Adjusted” on page S-32 of the Preliminary Prospectus Supplement by $2,000,000,000. The disclosure in the Preliminary Prospectus Supplement set forth under the heading “Prospectus Supplement Summary-Financing Transactions” on page S-4 will be revised to reflect that commitments for incremental term loan facilities will be further reduced by $3,500,000,000 (instead of $1,500,000,000) at the closing of this offering. All other “pro forma” and “as adjusted” information in the Preliminary Prospectus Supplement is amended to reflect the foregoing. The second paragraph on Page S-52 of the Preliminary Prospectus Supplement under the heading “Description of Notes-Reporting” is amended by inserting “(or other Person which, directly or indirectly, owns 100% of the outstanding common equity interests of the Issuers)” after each reference to “Parent” contained therein. The sections of the Preliminary Prospectus Supplement set forth on pages S-36 and S-37 of the Preliminary Prospectus Supplement under the headings “Description of Notes-Escrow of Proceeds; Escrow Conditions” and “Description of Notes-Special Mandatory Redemption are deleted and replaced with the following: “Escrow of Proceeds; Escrow Conditions Safari II will enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) with U.S. Bank National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”) and the Bank of New York Mellon Trust, N.A., as trustee (in such capacity, together with its successors, the “Trustee”). Pursuant to the Escrow Agreement, on the Issue Date, Safari II will deposit the gross proceeds of the offering of the Notes sold...
Optional Redemption with Equity Proceeds. At any time and from time to time before April 1, 2017, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the outstanding notes at a redemption price of 105.125% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon, to the redemption date, with the net cash proceeds from certain equity offerings. Change of Control Triggering Event: Putable at 101% of principal, plus accrued and unpaid interest. CUSIP/ISIN Numbers: CUSIP: 881609 BA8 ISIN: US881609BA88 Distribution: SEC Registered (Registration No. 333- 194297) Listing: None Trade Date: Xxxxx 0, 0000 Xxxxxxxxxx: T+10 on March 18, 2014 We expect delivery of the notes will be made against payment therefor on or about March 18, 2014 which is the 10th business day following the date of the pricing of the notes (such settlement being referred to as “T+10”). Under Rule 15(c)6-1 of 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 of the notes or on the next six succeeding business days will be required, by 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 trade to prevent failed settlement and should consult their own advisors.
Optional Redemption with Equity Proceeds. In addition, prior to March 1, 2027, we may redeem up to 40% of the notes with an amount of cash not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 107.250% of the aggregate principal amount of notes redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the date of redemption.
Optional Redemption with Equity Proceeds. Up to 35% prior to October 15, 2021, at 111.000% of the aggregate principal amount of the notes issued under the indenture, plus accrued and unpaid interest, if any, to the redemption date. Trade Date: September 27, 2019 Settlement Date: October 11, 2019 (T+10) Denominations: $2,000 and integral multiples of $1,000 in excess thereof Distribution: Rule 144A and Regulation S; no registration rights CUSIP and ISIN Numbers: 144A: CUSIP: 000000XX0 ISIN: US131477AT87 Reg S: CUSIP: X00000XX0 ISIN: USU13077AJ86 Use of Proceeds: The net proceeds from the offering will be used, together with borrowings under the Issuers’ revolving credit facility and cash on hand, to redeem all of the Issuers’ outstanding 6.50% Senior Notes due 2021 and pay related expenses. Joint Book-Running Managers: Barclays Capital Inc. BofA Securities, Inc. Xxxxx Fargo Securities, LLC BMO Capital Markets Corp. Senior Co-Managers: Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Co-Managers: BBVA Securities Inc. Regions Securities LLC U.S. Bancorp Investments, Inc. Xxxxxxx Xxxxx & Co. LLC Guggenheim Securities, LLC Seaport Global Securities LLC
Optional Redemption with Equity Proceeds. Notwithstanding the foregoing, prior to January 15, 2015, the Company may, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the notes (including the existing notes, the new notes and any Additional Notes) at a Redemption Price equal to 107.250% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 65% of the principal amount of notes originally issued (including the existing notes, the new notes and any Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding notes held by the Company or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.
