Preliminary Offering Memorandum. The Preliminary Offering Memorandum, 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 any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use in any Preliminary Offering Memorandum, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.
Preliminary Offering Memorandum. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Memorandum. All references to dollar amounts are references to U.S. dollars. Issuer: Group 1 Automotive, Inc. (the “Company”) Ticker / Exchange: GPI / The New York Stock Exchange (“NYSE”) Title of securities: 3.00% Convertible Senior Notes due 2020 (the “Notes”) Aggregate principal amount offered: $100,000,000 of Notes Offering price: The Notes will be issued at a price of 100% of their principal amount, plus accrued interest, if any, from March 22, 2010. Over-allotment option: $15,000,000 of Notes Annual interest rate: 3.00% per annum Closing stock price: $31.52 per share of the Company’s common stock on the NYSE as of March 16, 2010 Conversion premium: Approximately 22.50% above the closing stock price Initial conversion price: Approximately $38.61 per share of the Company’s common stock Initial conversion rate: 25.8987 shares of the Company’s common stock per $1,000 principal amount of Notes Interest payment dates: March 15 and September 15, commencing on September 15, 2010 Maturity date: March 15, 2020, subject to earlier repurchase or conversion Conversion trigger price: Approximately $50.19, which is 130% of the initial conversion price Joint book-running managers: X.X. Xxxxxx Securities Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co-managers: Barclays Capital Inc. and Xxxxx Fargo Securities, LLC Other relationships of the co-managers: An affiliate of Barclays Capital Inc. is a lender under our revolving credit facility. Affiliates of Xxxxx Fargo Securities, LLC are lenders under our revolving credit facility and our real estate credit facility. Additionally, an affiliate of Xxxxx Fargo Securities, LLC holds a small portion of our 8.25% Notes, which notes will be repaid with the proceeds of this offering. Trade date: March 17, 2010 Expected settlement date: March 22, 2010 Number of shares outstanding: 24,488,630 as of March 15, 2010 CUSIP: 000000XX0 ISIN: US398905AF64 Convertible note hedge and warrant transactions: In connection with the pricing of the Notes, the Company entered into convertible note hedge transactions with one or more affiliates of the initial purchasers or other financial institutions (the “option counterparties”) pursuant to which the Company purchased net-share settled call options. The call options are exercisable with reference to, subject to adjustments substantially similar to those applicable ...
Preliminary Offering Memorandum. The Preliminary Offering Memorandum, 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 neither the Company nor Evolent Health makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives expressly for use in any Preliminary Offering Memorandum, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.
Preliminary Offering Memorandum. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Memorandum. Issuer: Navistar International Corporation, a Delaware corporation (the “Issuer”). Ticker / Exchange for Common Stock: NAV / The New York Stock Exchange. Pricing Date: October 7, 2013. Expected Settlement Date: October 11, 2013 (T+3). Notes: 4.50% Senior Subordinated Convertible Notes due 2018 (the “Notes”). Distribution: Rule 144A without registration rights. Aggregate Principal Amount: $200,000,000 principal amount of Notes (or a total of $230,000,000 principal amount of Notes if the initial purchasers’ over-allotment option to purchase up to $30,000,000 principal amount of Notes is exercised in full). Maturity: October 15, 2018, unless earlier converted, redeemed or repurchased. Interest Payment Dates: Interest will accrue from the Settlement Date and will be payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2014, to holders of record as of the close of business on the immediately preceding April 1 or October 1, as the case may be. Reference Price: $36.50 per share of the Issuer’s common stock (“Common Stock”), the last reported sale price of the Common Stock on October 7, 2013. Conversion Premium: 60% above the Reference Price. Initial Conversion Price: Approximately $58.40 per share of Common Stock. Initial Conversion Rate: 17.1233 shares of Common Stock per $1,000 principal amount of the Notes. Conversion Trigger Price: Approximately $75.92, which is 130% of the Initial Conversion Price. Joint Book-Running Managers: X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC CUSIP / ISIN Numbers: 63934E AP3 / US63934EAP34 Optional Redemption: On or after October 15, 2016, the Notes will be subject to redemption, in whole or in part, at the Issuer’s option, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest (including any additional interest) to, but excluding, the redemption date, if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending within 10 trading days immediately prior to the date of the redemption notice exceeds 130% of the applicable conversion price for the Notes on each applicable trading day. If the Issuer calls any or all of the Notes for r...
Preliminary Offering Memorandum. The preliminary offering ------------------------------- memorandum, dated February 24, 1997 relating to the Company and the Series A Preferred Stock.
Preliminary Offering Memorandum. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Memorandum. All references to dollar amounts are references to U.S. dollars. Issuer: Goldcorp Inc. (NYSE: GG and TSX: G) Title of securities: 2.00% Convertible Senior Notes due 2014 (the “notes”) Aggregate principal amount offered: $750,000,000 aggregate principal amount of notes (excluding the initial purchasers’ option to purchase up to $112,500,000 aggregate principal amount of additional notes within 30 days from the first issuance date solely to cover over-allotments) Use of proceeds: Goldcorp estimates that the net proceeds of the offering will be approximately $730.3 million (or approximately $839.9 million if the initial purchasers exercise in full their option to purchase additional notes solely to cover over-allotments), after deducting the initial purchasers’ commissions and other expenses. Goldcorp intends to use approximately $330.0 million of the net proceeds from the offering to repay indebtedness under its current revolving term credit facility, under which affiliates of certain of the initial purchasers act in various capacities and are lenders. Goldcorp intends to use the balance of the net proceeds for general corporate purposes, including capital expenditures. Maturity date: August 1, 2014 Interest rate: 2.00% per annum, accruing from June 5, 2009 Issue price: 100% Interest payment dates: Each February 1 and August 1, beginning on February 1, 2010 Initial conversion rate: 20.8407 common shares per $1,000 principal amount of notes Reference price: $36.91, the last reported sale price of the Issuer’s common shares on the New York Stock Exchange on June 1, 2009 Conversion premium: Approximately 30% above the reference price Initial conversion price: Approximately $47.98 per common share of the Issuer Initial conversion trigger price: $62.38, which is 130% of the initial conversion price Joint book-running managers: X.X. Xxxxxx Securities Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated Co-managers: BMO Capital Markets Corp., CIBC World Markets Corp., Deutsche Bank Securities Inc., GMP Securities L.P., Xxxxxxx, Sachs & Co., Macquarie Capital Markets Canada Ltd., RBC Capital Markets Corporation, Scotia Capital (USA) Inc. and UBS Securities LLC Trade date: June 2, 2009 Settlement date: June 5, 2009 CUSIP/ISIN: Restricted CUSIP Number: 380956 AA0 Restricted ISIN Number: US380956AA08 ...
Preliminary Offering Memorandum. The preliminary offering memorandum, dated January 19, 1997, relating to the Company and the Notes.
Preliminary Offering Memorandum. References herein to the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any information or document incorporated by reference therein and any reference to “amend,” “amendment” or “supplement” with respect to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to and include any information or documents filed after such date and incorporated by reference therein. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Offering Memorandum, as supplemented and amended by the written communications listed on Annex B hereto. The Securities are being issued to finance the cash consideration for the acquisition (the “Acquisition”) of property and related assets in the Southern Delaware Basin located in Xxxx County, Texas from SWEPI LP (the “Seller”) pursuant to the Purchase and Sale Agreement between a wholly owned subsidiary of the Company and the Seller, dated February 6, 2018, and for general corporate purposes.
Preliminary Offering Memorandum. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Memorandum. All references to dollar amounts are references to U.S. dollars. Xxxxx.xxx
Preliminary Offering Memorandum. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Memorandum. All references to dollar amounts are references to U.S. dollars. Issuer: Gogo Inc., a Delaware corporation (“Gogo”). Ticker / Exchange: GOGO / The NASDAQ Global Select Market (“NASDAQ”). Title of Securities: 3.75% Convertible Senior Notes due 2020 (the “Notes”). Aggregate Principal Amount of Notes Offered: $340,000,000. Offering Price: The Notes will be issued at a price of 100% of their principal amount, plus accrued interest, if any, from March 9, 2015. Initial Purchasers’ Over- Allotment Option: $60,000,000 aggregate principal amount of Notes. Interest Rate: The Notes will bear interest at a rate equal to 3.75% per annum from March 9, 2015.
