Preliminary Offering Circular the Preliminary Offering Circular contained as of its date of issue all information which was (in the context of the issue, offering and sale of the Notes) material; as of such date such information was true and accurate in all material respects and was not misleading in any material respect; any opinions, predictions or intentions expressed in the Preliminary Offering Circular were as of such date honestly held or made and were not misleading in any material respect; the Preliminary Offering Circular did not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the issue, offering and sale of Notes) not misleading in any material respect; and all proper enquiries were made to verify the foregoing;
Preliminary Offering Circular. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Circular. All references to dollar amounts are references to U.S. dollars. Issuer: xxxxxxxxx.xxx Incorporated, a Delaware corporation. Ticker / Exchange for Common Stock: PCLN / The NASDAQ Global Select Market (“NasdaqGS”). Trade Date: March 7, 2012. Settlement Date: March 12, 2012. Notes: 1.0% Convertible Senior Notes due 2018 (the “Notes”).
Preliminary Offering Circular. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Circular. Issuer: Chesapeake Energy Corporation, an Oklahoma corporation (the “Issuer”). Ticker / Exchange for Common Stock: CHK / The New York Stock Exchange. Pricing Date: September 29, 2016 Expected Settlement Date: October 5, 2016 (T+3) Notes Offered: 5.5% Convertible Senior Notes due 2026 (the “Notes”). Distribution: Rule 144A without registration rights. Aggregate Principal Amount: $1,100,000,000 principal amount of Notes (or $1,250,000,000 if the initial purchasers exercise their option to purchase additional notes in full). Issue Price: 100% of the principal amount. Gross Proceeds: $1,100,000,000 Estimated Net Proceeds: $1,089,000,000 Maturity: September 15, 2026 unless earlier converted, redeemed or repurchased. Interest Payment Dates: Interest will accrue from October 5, 2016 and will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2017, to holders of record as of the close of business on the immediately preceding March 1 or September 1, as the case may be. Reference Price: $6.12 per share of the Issuer’s common stock (“Common Stock”), the last reported sale price of the Common Stock on September 29, 2016. Conversion Premium: 40% above the Reference Price. Initial Conversion Price: Approximately $8.5680 per share of Common Stock. Initial Conversion Rate: 116.7134 shares of Common Stock per $1,000 principal amount of the Notes. Book-Running Manager: Xxxxxxx, Xxxxx & Co. Co-Managers: Barclays Capital Inc. BBVA Securities Inc. BNP Paribas Securities Corp. Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. DNB Markets, Inc. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Mizuho Securities USA Inc. Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. Natixis Securities Americas LLC. Scotia Capital (USA) Inc. Xxxxx Fargo Securities CUSIP / ISIN Numbers: 165167 CS4 / US165167CS48 Optional Redemption: On or after September 15, 2019, the Issuer may from time to time redeem any or all of the Notes, in cash, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price per share of the Common Stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecut...
Preliminary Offering Circular. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Circular. Issuer: Iridium Communications Inc. Ticker Symbol (Exchange): IRDM (NASDAQ Global Select Market) Offering Type: 144A and Regulation S Title of Securities: 7.00% Series A Cumulative Perpetual Convertible Preferred Stock (the “series A preferred stock”) Securities Offered: 1,000,000 Term: Perpetual Liquidation Preference per Share: $100 Dividend Rate (cumulative): 7.00% per annum (payable quarterly) Issue Price: 100% of liquidation preference Reference Price: $7.86 (closing price on September 27, 2012) Initial Conversion Rate: 10.6022 shares of Iridium common stock for each share of series A preferred stock (equivalent to an initial conversion price of approximately $9.43 per share) Conversion Premium: 20% above the reference price
Preliminary Offering Circular. The Preliminary Offering Circular, as of its date, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser furnished to the Company in writing by the Initial Purchaser expressly for use in any Preliminary Offering Circular, it being understood and agreed that the only such information furnished by the Initial Purchaser consists of the information described as such in Section 7(b) hereof.
Preliminary Offering Circular. (a) All statements of fact contained in the Preliminary Offering Circular, which is attached to Section 4.7 of Parent's Disclosure Schedule, as of its date are true and accurate in all material respects and not misleading and all forecasts and estimates contained therein are as of its date made on reasonable grounds, are based on reasonable assumptions, are fair and honestly held and have been made after due and careful inquiry and consideration. There is no information which has not been disclosed in the Preliminary Offering Circular the omission of which makes any statement therein misleading as of its date or which in the context of the offering of the Bonds (as defined in the Preliminary Offering Circular), is material for disclosure therein as of its date.
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 herein have the meanings given to them in the Preliminary Offering Circular.
Preliminary Offering Circular. Final Offering Circular and this Agreement as the Underwriters may reasonably request; (viii) the fees of the rating agency or agencies requested to rate the Certificates; (ix) the reasonable fees and expenses of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP as counsel to the Depositor; and (x) the reasonable fees and expenses of Xxxxx Xxxxx LLP, as counsel to the Underwriters and the Initial Purchasers. If the Seller elects to exercise its rights under Section 12.14 of the Pooling and Servicing Agreement, then the Seller shall pay the reasonable costs and expenses (if any) of the Depositor, Master Servicer, Special Servicer and Trustee resulting from such parties’ obligations to cooperate with the Seller under Section 12.14 of the Pooling and Servicing Agreement.
Preliminary Offering Circular. As a result of the increase, total debt and total capitalization as set forth under “Capitalization” in the Preliminary Offering Circular, based on the use of proceeds described therein, will increase by the amount of the increased debt. Other corresponding changes will be made where applicable throughout the Preliminary Offering Circular. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Circular. All references to dollar amounts are references to U.S. dollars. Issuer: Ensco Jersey Finance Limited, a company incorporated under the laws of Jersey and a wholly owned subsidiary of Ensco (“Issuer”).
Preliminary Offering Circular. Not- withstanding paragraph (a) of this sec- tion, a preliminary offering circular may be used for an offer of any secu- rity prior to the effective date of the offering circular if:
