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 to the Notes, the number of shares of the Company’s common stock underlying the Notes. Concurrently with entering into the convertible note hedge transactions, the Company also entered into warrant transactions with the option counterparties whereby the Company sold warrants to purchase, subject to adjustments, up to the same number of shares of the Company common stock. If the initial purchasers exercise their over-allotment option to purchase additional Notes, the Company may sell additional warrants and use a portion of the proceeds from the sale of the additional Notes, together with the proceeds from the sale of the additional warrants, to enter into additional convertible note hedge transactions. Use of proceeds: The Company estimates that the net proceeds from this offering will be approximately $96.7 million (or $111.3 million if the initial purchasers exercise their over-allotment option in full), after deducting the initial purchasers’ discount and estimated offering expenses. The Company intends to use approximately $14.5 million of the net proceeds from the Notes to pay the cost of the convertible note hedge transactions described in the immediately preceding caption (after such cost is partially offset by the proceeds to the Company from the sale of the warrant transactions described in the immediately preceding caption). The Company intends to use approximately $76.7 million of the net proceeds from this offering to redeem all $74.6 million in aggregate outstanding principal amount of the Company’s 8.25% senior subordinated notes due 2013 at a redemption price of 102.75% of their principal amount. The Company intends to use the remainder of the net proceeds from this offering for general corporate purposes. If the initial purchasers exercise their over-allotment option, the Company may use a portion of the net proceeds from the sale of the additional Notes to enter into additional convertible note hedge and warrant transactions and for general corporate purposes. Fundamental change: If the Company undergoes a fundamental change (as defined under “Description of notes—Fundamental change permits holders to require us to purchase notes” in the Preliminary Offering Memorandum), investors will have the option to require the Company to purchase all or any portion that is equal to $1,000, or an integral multiple of $1,000 of their Notes. The fundamental change purchase price will be 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, to, but excluding, the fundamental change purchase date. The Company will pay cash for all notes so purchased. Adjustment to shares delivered upon conversion upon a make-whole fundamental change: The following table sets forth the number of additional shares of the Company’s common stock to be added to the conversion rate per $1,000 principal amount of Notes in connection with a “make-whole fundamental change” as described in the Preliminary Offering Memorandum for each stock price and effective date set forth below: Stock Price Effective date $31.52 $35.00 $40.00 $45.00 $50.00 $55.00 $60.00 $65.00 $70.00 $75.00 $80.00 $85.00 $90.00 March 22, 2010 5.8272 5.2568 4.3204 3.6327 3.1088 2.6977 2.3672 2.0961 1.8701 1.6790 1.5154 1.3739 1.2504 March 15, 2011 5.8272 5.2144 4.2516 3.5527 3.0257 2.6158 2.2888 2.0223 1.8012 1.6151 1.4563 1.3194 1.2002 March 15, 2012 5.8272 5.1689 4.1713 3.4575 2.9261 2.5175 2.1947 1.9339 1.7190 1.5392 1.3865 1.2553 1.1415 March 15, 2013 5.8272 5.1062 4.0662 3.3344 2.7980 2.3914 2.0742 1.8207 1.6138 1.4419 1.2970 1.1731 1.0660 March 15, 2014 5.8272 5.0781 3.9684 3.2034 2.6541 2.2456 1.9325 1.6861 1.4878 1.3250 1.1890 1.0736 0.9746 March 15, 2015 5.8272 5.0145 3.8220 3.0196 2.4577 2.0499 1.7445 1.5092 1.3233 1.1730 1.0492 0.9454 0.8570 March 15, 2016 5.8272 4.9192 3.6208 2.7726 2.1977 1.7942 1.5016 1.2828 1.1145 0.9817 0.8743 0.7858 0.7113 March 15, 2017 5.8272 4.7313 3.3098 2.4167 1.8381 1.4511 1.1836 0.9926 0.8516 0.7441 0.6597 0.5916 0.5353 March 15, 2018 5.8272 4.4126 2.8353 1.9010 1.3388 0.9929 0.7737 0.6295 0.5307 0.4599 0.4067 0.3651 0.3314 March 15, 2019 5.8272 3.7938 2.0101 1.0776 0.6083 0.3764 0.2611 0.2015 0.1680 0.1469 0.1320 0.1203 0.1106 March 15, 2020 5.8272 2.6727 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices and effective dates may not be set forth in the table above, in which case: • If the stock price is between two stock price amounts in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year. • If the stock price is greater than $90.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table), no additional shares will be added to the conversion rate. • If the stock price is less than $31.52 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table), no additional shares will be added to the conversion rate. Notwithstanding the foregoing, in no event will the total number of shares of common stock issuable upon conversion exceed 31.7259 per $1,000 principal amount of Notes, subject to adjustment in the same manner as the conversion rate as set forth under “Description of notes—Conversion rights—Conversion rate adjustments” in the Preliminary Offering Memorandum. Additional Information The table in “Capitalization” on page 37 of the Preliminary Offering Memorandum is amended to read as follows: As of December 31, 2009 Actual As adjusted for this offering (In thousands) Cash and cash equivalents $ 13,221 $ 18,809 Floorplan notes payable: Floorplan notes payable—credit facility $ 491,892 $ 491,892 Floorplan offset—credit facility (71,573 ) (71,573 ) Floorplan notes payable—manufacturer affiliates 115,180 115,180 Total floorplan notes payable $ 535,499 $ 535,499 Long-term debt:
Appears in 1 contract
Samples: Group 1 Automotive Inc
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. Unless the context otherwise requires, references to “MannKind” or the “company,” “we,” “us,” and “our” in this pricing term sheet mean MannKind Corporation and not its subsidiaries. Issuer: Group 1 Automotive, Inc. MannKind Corporation (Nasdaq: MNKD) (the “Company”) Ticker / Exchange: GPI / The New York Stock Exchange (“NYSEIssuer”) Title of securities: 3.005.75% Senior Convertible Senior Notes due 2020 2015 (the “Notesnotes”) Aggregate principal amount offered: $100,000,000 aggregate principal amount 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. notes 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 to the Notes, the number of shares of the Company’s common stock underlying the Notes. Concurrently with entering into the convertible note hedge transactions, the Company also entered into warrant transactions with the option counterparties whereby the Company sold warrants to purchase, subject to adjustments, up to the same number of shares of the Company common stock. If the initial purchasers exercise their over-allotment option to purchase additional Notes, the Company may sell additional warrants and use a portion of the proceeds from the sale of the additional Notes, together with the proceeds from the sale of the additional warrants, to enter into additional convertible note hedge transactions. 10,000,000 Use of proceeds: The Company estimates We estimate that the net proceeds to us from this offering will be approximately $96.7 95.5 million (or approximately $111.3 105.2 million if the initial purchasers exercise their over-allotment option in full), after deducting the discount to the initial purchasers’ discount purchasers and our estimated offering expensesexpenses payable by us. The Company intends We intend to use approximately $14.5 million of the net proceeds from the Notes to pay the cost of the convertible note hedge transactions described in the immediately preceding caption (after such cost is partially offset by the proceeds to the Company from the sale of the warrant transactions described in the immediately preceding caption). The Company intends to use approximately $76.7 million of the net proceeds from this offering to redeem all $74.6 million in aggregate outstanding principal amount fund the costs of the Company’s 8.25% senior subordinated notes due 2013 at a redemption price of 102.75% of their principal amount. The Company intends our clinical trials programs and other research and development activities, to use the remainder of the net proceeds from this offering for general corporate purposes. If the initial purchasers exercise their overexpand our manufacturing operations, both on-allotment optiongoing and planned, the Company may use a portion of the net proceeds from the sale of the additional Notes to enter into additional convertible note hedge and warrant transactions and for general corporate purposes, including working capital. Fundamental changeMaturity date: If August 15, 2015 Interest rate: 5.75% per annum, accruing from the Company undergoes a fundamental change settlement date Issue price: 100% Interest payment dates: Each February 15 and August 15, beginning on February 15, 2011 Initial conversion rate: 147.0859 common shares per $1,000 principal amount of notes Nasdaq consolidated closing bid price on $5.97 August 18, 2010: Conversion premium: 22.5% above the concurrent offering price (as defined below) Initial conversion price: Approximately $6.80 per common share of the Issuer Initial purchasers: Sole book-running manager: BofA Xxxxxxx Xxxxx Lead manager: Xxxxx Fargo Securities, LLC Co-managers: Xxxxxx & Xxxxxxx, LLC and Imperial Capital, LLC Trade date: August 18, 2010 Settlement date: August 24, 2010 CUSIP/ISIN: Restricted CUSIP Number: 00000XXX0 Restricted ISIN Number: US56400PAB85 Concurrent offering and share lending agreement Concurrently with this offering of the notes, we are offering, in a transaction registered under the Securities Act, and by means of a separate prospectus and prospectus supplement, 9,000,000 shares of our common stock at an offering price of $5.55 (the “Description concurrent offering price”), all of notes—Fundamental change permits holders to require us to purchase notes” which are being borrowed by Bank of America, N.A., or BANA, an affiliate of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, the underwriter in the Preliminary Offering Memorandum)common stock offering, investors will have the option pursuant to require the Company to purchase all or any portion that is equal to $1,000a share lending agreement between us and BANA. BANA, or an integral multiple its affiliate, will receive all of $1,000 the proceeds from the common stock offering. We will not receive any proceeds of their Notesthat offering, but will receive a nominal one-time lending fee for each share we loan. The fundamental change purchase price delivery of shares of our common stock under the share lending agreement is contingent upon the closing of this offering, and the closing of this offering is contingent upon the delivery of the shares to be lent to BANA pursuant to the share lending agreement. We expect that delivery of our common stock will be 100% made on or about the closing date of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, to, but excluding, the fundamental change purchase date. The Company will pay cash for all notes so purchasedoffered hereby. Adjustment to shares delivered upon conversion rate upon a make-whole fundamental change: The following table sets forth shows what the number of additional shares of the Company’s common stock to be added to the conversion rate per $1,000 principal amount of Notes in connection with a “fundamental change make-whole fundamental change” as described in the Preliminary Offering Memorandum premium would be for each hypothetical stock price and effective date set forth below, expressed as additional shares of common stock per $1,000 principal amount of notes: Stock Price Effective date $31.52 5.97 $35.00 6.50 $40.00 7.00 $45.00 8.00 $10.00 $15.00 $20.00 $25.00 $30.00 $50.00 $55.00 $60.00 $65.00 $70.00 $75.00 $80.00 $85.00 $90.00 March 22August 24, 2010 5.8272 5.2568 4.3204 3.6327 3.1088 2.6977 2.3672 2.0961 1.8701 1.6790 1.5154 1.3739 1.2504 March 20.4182 20.4182 20.4182 20.4182 18.3976 12.2848 9.2714 7.3218 6.1493 3.7299 August 15, 2011 5.8272 5.2144 4.2516 3.5527 3.0257 2.6158 2.2888 2.0223 1.8012 1.6151 1.4563 1.3194 1.2002 March 20.4182 20.4182 20.4182 19.8839 15.8641 10.6240 7.9606 6.4456 5.2813 3.1875 August 15, 2012 5.8272 5.1689 4.1713 3.4575 2.9261 2.5175 2.1947 1.9339 1.7190 1.5392 1.3865 1.2553 1.1415 March 20.4182 19.7954 18.4232 16.1445 12.9562 8.6237 6.4758 5.1902 4.3654 2.6155 August 15, 2013 5.8272 5.1062 4.0662 3.3344 2.7980 2.3914 2.0742 1.8207 1.6138 1.4419 1.2970 1.1731 1.0660 March 20.4182 14.3658 13.3212 11.6771 9.3477 6.2018 4.6676 3.7430 3.1215 1.8779 August 15, 2014 5.8272 5.0781 3.9684 3.2034 2.6541 2.2456 1.9325 1.6861 1.4878 1.3250 1.1890 1.0736 0.9746 March 20.4182 7.7914 7.2466 6.2954 5.0676 3.3901 2.5466 2.0406 1.7032 1.0287 August 15, 2015 5.8272 5.0145 3.8220 3.0196 2.4577 2.0499 1.7445 1.5092 1.3233 1.1730 1.0492 0.9454 0.8570 March 15, 2016 5.8272 4.9192 3.6208 2.7726 2.1977 1.7942 1.5016 1.2828 1.1145 0.9817 0.8743 0.7858 0.7113 March 15, 2017 5.8272 4.7313 3.3098 2.4167 1.8381 1.4511 1.1836 0.9926 0.8516 0.7441 0.6597 0.5916 0.5353 March 15, 2018 5.8272 4.4126 2.8353 1.9010 1.3388 0.9929 0.7737 0.6295 0.5307 0.4599 0.4067 0.3651 0.3314 March 15, 2019 5.8272 3.7938 2.0101 1.0776 0.6083 0.3764 0.2611 0.2015 0.1680 0.1469 0.1320 0.1203 0.1106 March 15, 2020 5.8272 2.6727 0.0000 0.0000 0.0000 20.4182 6.7603 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact actual stock prices price and effective dates date may not be set forth in on the table abovetable, in which case: • If if the actual stock price on the effective date is between two stock price amounts in prices on the table or the actual effective date is between two effective dates in on the table, the number of additional shares fundamental change make-whole premium will be determined by a straight-line interpolation between the number of additional shares fundamental change make-whole premiums set forth for the higher and lower two stock price amounts prices and the two dates, as applicable, effective dates on the table based on a 365-day year. , as applicable; • If if the stock price is greater than on the effective date exceeds $90.00 50.00 per share (share, subject to adjustment in the same manner as the stock prices set forth in the column headings of the table)described below, no additional shares fundamental change make-whole premium will be added to the conversion rate. paid; and • If if the stock price on the effective date is less than $31.52 5.97 per share (share, subject to adjustment in the same manner as the stock prices set forth in the column headings of the table)described below, no additional shares fundamental change make-whole premium will be added to the conversion ratepaid. Notwithstanding the foregoing, in no event will the total number of shares of common stock issuable upon conversion rate exceed 31.7259 167.5041 per $1,000 principal amount of Notesnotes, subject to adjustment adjustments in the same manner as the conversion rate as set forth under “Description of notes—Conversion rights—Conversion rate adjustments” in the Preliminary Offering Memorandum. Additional Information The table in “Capitalization” on page 37 of the Preliminary Offering Memorandum is amended to read as follows: As of December 31, 2009 Actual As adjusted for this offering (In thousands) Cash and cash equivalents $ 13,221 $ 18,809 Floorplan notes payable: Floorplan notes payable—credit facility $ 491,892 $ 491,892 Floorplan offset—credit facility (71,573 ) (71,573 ) Floorplan notes payable—manufacturer affiliates 115,180 115,180 Total floorplan notes payable $ 535,499 $ 535,499 Long-term debt:rate.
Appears in 1 contract
Samples: Purchase Agreement (Mannkind Corp)
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 AutomotiveAmerican Residential Properties OP, Inc. L.P. (the “Company”) Ticker / Exchange: GPI / The New York Stock Exchange (“NYSEIssuer”) Title of securitiesSecurities: 3.003.25% Convertible Exchangeable Senior Notes due 2020 2018 Guarantee: The notes will be fully and unconditionally guaranteed by American Residential Properties, Inc. (the “NotesARP”) ). Aggregate principal amount offeredPrincipal Amount of Notes Offered: $100,000,000 of Notes Offering pricePrice: The Notes notes will be issued at a price of 100% of their principal amount, plus accrued interest, if any, from March 22November 27, 20102013. Initial Purchasers’ Option to Purchase Additional Notes to Cover Over-allotment optionAllotments: $15,000,000 aggregate principal amount of Notes Annual notes Interest Rate: The notes will bear interest rate: 3.00at a rate equal to 3.25% per annum from November 27, 2013. Interest Payment Dates: May 15 and November 15 of each year, beginning on May 15, 2014 Maturity Date: November 15, 2018, unless earlier repurchased or exchanged NYSE Closing stock pricePrice of ARP Common Stock on November 21, 2013: $31.52 17.39 per share Exchange Premium: Approximately 22.5% above the NYSE closing sale price of ARP common stock on November 21, 2013 Initial Exchange Price: Approximately $21.30 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 ARP common stock Initial conversion rateExchange Rate: 25.8987 46.9423 shares of the Company’s ARP common stock per $1,000 principal amount of Notes Interest payment datesnotes Trade Date: March 15 and September 15November 22, commencing on September 152013 Settlement Date: November 27, 2010 Maturity date2013 Joint Bookrunners: 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 & Co. LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co-managers: Barclays Capital Inc. and Xxxxx Fargo Securities, Citigroup Global Markets Inc. Xxxxxxxxx LLC Other relationships of the co-managersCUSIP Number: 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 02927F AA0 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 to the Notes, the number of shares of the Company’s common stock underlying the Notes. Concurrently with entering into the convertible note hedge transactions, the Company also entered into warrant transactions with the option counterparties whereby the Company sold warrants to purchase, subject to adjustments, up to the same number of shares of the Company common stock. If the initial purchasers exercise their over-allotment option to purchase additional Notes, the Company may sell additional warrants and use a portion of the proceeds from the sale of the additional Notes, together with the proceeds from the sale of the additional warrants, to enter into additional convertible note hedge transactions. US02927FAA03 Use of proceedsProceeds: The Company estimates Issuer expects that the net proceeds from this offering will be approximately $96.7 million (96.6 million, or approximately $111.3 111.1 million if the initial purchasers exercise their over-allotment option in full), after deducting the initial purchasers’ discount discounts and commissions and estimated offering expenses. The Company intends to Issuer will use approximately $14.5 million of the these net proceeds from the Notes to pay the cost of the convertible note hedge transactions described in the immediately preceding caption (after such cost is partially offset by the proceeds reduce amounts outstanding under its senior secured revolving credit facility. Prior to the Company from the sale of the warrant transactions described in the immediately preceding caption). The Company intends to use approximately $76.7 million full deployment of the net proceeds from this offering as described above, the Issuer may invest the undeployed net proceeds in interest-bearing, short-term, investment-grade securities or money market accounts that are consistent with ARP’s intention to redeem all $74.6 million in aggregate outstanding principal amount of the Company’s 8.25% senior subordinated notes due 2013 at continue to qualify as a redemption price of 102.75% of their principal amountREIT. The Company intends Issuer expects that these initial investments will provide a lower net return than it expects to use the remainder of the net proceeds from this offering for general corporate purposes. If the initial purchasers exercise their over-allotment option, the Company may use a portion of the net proceeds receive from the sale investments described above. See “Plan of the additional Notes to enter into additional convertible note hedge and warrant transactions and for general corporate purposes. Fundamental change: If the Company undergoes a fundamental change (as defined under “Description of notesDistribution—Fundamental change permits holders to require us to purchase notesOther Relationships” in the Preliminary Offering Memorandum), investors will have the option to require the Company to purchase all or any portion that is equal to $1,000, or an integral multiple of $1,000 of their Notes. The fundamental change purchase price will be 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, to, but excluding, the fundamental change purchase date. The Company will pay cash for all notes so purchased. Memorandum Adjustment to shares delivered upon conversion Exchange Rate upon a makeMake-whole fundamental changeWhole Fundamental Change: The following table below sets forth the number of additional shares of by which the Company’s common stock to be added to the conversion exchange rate per $1,000 principal amount of Notes notes will be increased for a holder that exchanges its notes in connection with a “make-whole fundamental change” change as described in the Preliminary Offering Memorandum for each stock price and effective date set forth below: Stock Price Effective date $31.52 $17.39 19.50 21.30 22.50 25.00 30.00 35.00 $40.00 $45.00 $50.00 $55.00 $60.00 $65.00 $70.00 $75.00 $80.00 $85.00 $90.00 March 22, 2010 5.8272 5.2568 4.3204 3.6327 3.1088 2.6977 2.3672 2.0961 1.8701 1.6790 1.5154 1.3739 1.2504 March 15, 2011 5.8272 5.2144 4.2516 3.5527 3.0257 2.6158 2.2888 2.0223 1.8012 1.6151 1.4563 1.3194 1.2002 March 15, 2012 5.8272 5.1689 4.1713 3.4575 2.9261 2.5175 2.1947 1.9339 1.7190 1.5392 1.3865 1.2553 1.1415 March 15, 2013 5.8272 5.1062 4.0662 3.3344 2.7980 2.3914 2.0742 1.8207 1.6138 1.4419 1.2970 1.1731 1.0660 March 15, 2014 5.8272 5.0781 3.9684 3.2034 2.6541 2.2456 1.9325 1.6861 1.4878 1.3250 1.1890 1.0736 0.9746 March 15, 2015 5.8272 5.0145 3.8220 3.0196 2.4577 2.0499 1.7445 1.5092 1.3233 1.1730 1.0492 0.9454 0.8570 March 15, 2016 5.8272 4.9192 3.6208 2.7726 2.1977 1.7942 1.5016 1.2828 1.1145 0.9817 0.8743 0.7858 0.7113 March 15, 2017 5.8272 4.7313 3.3098 2.4167 1.8381 1.4511 1.1836 0.9926 0.8516 0.7441 0.6597 0.5916 0.5353 March 15, 2018 5.8272 4.4126 2.8353 1.9010 1.3388 0.9929 0.7737 0.6295 0.5307 0.4599 0.4067 0.3651 0.3314 March 15, 2019 5.8272 3.7938 2.0101 1.0776 0.6083 0.3764 0.2611 0.2015 0.1680 0.1469 0.1320 0.1203 0.1106 March 15, 2020 5.8272 2.6727 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 11/27/2013 10.5620 9.0353 7.3845 6.5630 5.3303 3.9351 3.1700 2.6672 2.0880 1.5802 1.2753 1.0470 0.8698 11/15/2014 10.5620 8.1468 6.4363 5.6108 4.4206 3.1733 2.5416 2.1389 1.6141 1.2715 1.0272 0.8441 0.7017 11/15/2015 10.5620 7.1830 5.3717 4.5334 3.3877 2.3253 1.8509 1.5595 1.1789 0.9286 0.7501 0.6161 0.5120 11/15/2016 10.5620 6.1582 4.1776 3.3081 2.2264 1.4127 1.1213 0.9478 0.7164 0.5629 0.4533 0.3711 0.3071 11/15/2017 10.5620 5.0581 2.7335 1.8131 0.8723 0.4506 0.3607 0.3042 0.2259 0.1736 0.1363 0.1083 0.0866 The exact stock prices price and effective dates date may not be set forth in the table above, in which case: • If if the stock price is between two stock price amounts in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the next higher and next lower stock price amounts and the two earlier and later effective dates, as applicable, based on a 365-day year. ; • If if the stock price is greater than $90.00 per share of ARP common stock (subject to adjustment in the same manner as the stock prices exchange rate as set forth under “Description of Notes—Exchange Rights—Exchange Rate Adjustments” in the column headings of the tablePreliminary Offering Memorandum), no additional shares will be added to the conversion rate. issued upon exchange; and • If if the stock price is less than $31.52 17.39 per share of ARP common stock (subject to adjustment in the same manner as the stock prices exchange rate as set forth under “Description of Notes—Exchange Rights—Exchange Rate Adjustments” in the column headings of the tablePreliminary Offering Memorandum), no additional shares will be added to the conversion rateissued upon exchange. Notwithstanding the foregoing, in no event will the total number of shares of ARP common stock issuable upon conversion exchange exceed 31.7259 57.5043 per $1,000 principal amount of Notesnotes, subject to adjustment in the same manner as the conversion rate as set forth described under “Description of Notes—Exchange Rights—Exchange Rate Adjustments” in the Preliminary Offering Memorandum and subject further to the provisions of the notes relating to the exchange share cap. Exchange Share Cap: The number of shares of ARP common stock holders receive upon exchange may be subject to an “exchange share cap” unless and until ARP obtains stockholder approval to issue more than 19.99% of its common stock outstanding at the time the notes are initially issued upon exchange of the notes in accordance with the listing standards of the New York Stock Exchange. The exchange share cap is equivalent to the pro rata portion of such 19.99% limit represented by the notes to be exchanged. If the initial purchasers exercise their over-allotment option in full, holders will not have the right to receive more than 55.9206 shares of ARP common stock per $1,000 principal amount of notes upon an exchange of the notes, as adjusted for share splits and combinations. If the initial purchasers do not exercise any portion of their over-allotment option, the number of shares of ARP common stock deliverable upon exchange will not be subject to the exchange share cap. If the delivery of shares of ARP common stock upon exchange of the notes is subject to the exchange share cap, unless and until such stockholder approval is obtained, the Issuer will be deemed to have elected “combination settlement” with a specified dollar amount per $1,000 principal amount of notes of at least $1,000 for all notes submitted for exchange, which means the Issuer will be obligated to settle its exchange obligation by paying up to the specified dollar amount with respect to such notes in cash and delivering shares of ARP common stock for any exchange value in excess of such specified dollar amount. See “Description of the Notes—Conversion rightsExchange Rights—Conversion rate adjustmentsExchange Settlement” in the Preliminary Offering Memorandum. Additional Information The table in “Capitalization” on page 37 of the Preliminary Offering Memorandum is amended to read as follows: As of December 31, 2009 Actual As adjusted for this offering (In thousands) Cash and cash equivalents $ 13,221 $ 18,809 Floorplan notes payable: Floorplan notes payable—credit facility $ 491,892 $ 491,892 Floorplan offset—credit facility (71,573 ) (71,573 ) Floorplan notes payable—manufacturer affiliates 115,180 115,180 Total floorplan notes payable $ 535,499 $ 535,499 Long-term debt:.
Appears in 1 contract
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. Issuer Prospect Capital Corporation (the “Company”) Ticker / Exchange: GPI / The New York Stock Exchange (“NYSE”) Title of securities: 3.00Security 6.25% Senior Convertible Senior Notes due 2020 2015 (the “Notes”) Aggregate principal amount offered: Principal Amount Offered $100,000,000 of Notes Offering price: The Notes 150,000,000 Net Proceeds $145,200,000, after deducting the fees and estimated expenses payable by the Company Maturity December 15, 2015, unless earlier converted or repurchased Annual Interest Rate 6.25% Interest Payment Dates Interest will accrue from the Settlement Date (defined below) and will be issued at payable in cash in arrears on June 15 and December 15 of each year, beginning on June 15, 2011. Upon any conversion, holders will be entitled to a price of cash payment representing accrued and unpaid interest to, but not including, the conversion date, unless the Notes are converted after a record date for an interest payment but prior to the corresponding interest payment date. Any such payment will be made on the settlement date applicable to the relevant conversion. Denomination $1,000 and integral multiples thereof Issue Price 100% of their principal amount%, plus accrued interest, if any, from March 22December 21, 2010. Over-allotment option: 2010 The NASDAQ Global Select Market Symbol of the Company’s Common Stock PSEC NASDAQ Global Select Market Closing Price on December 15, 2010 $15,000,000 of Notes Annual interest rate: 3.0010.32 Conversion Premium Approximately 10% per annum Closing stock price: Initial Conversion Price Approximately $31.52 11.35 per share of the Company’s common stock on the NYSE as of March 16stock, 2010 Conversion premium: Approximately 22.50% above the closing stock price Initial conversion price: Approximately par value $38.61 0.001 per share of (the Company’s common stock “Common Stock”) Initial conversion rate: 25.8987 Conversion Rate 88.0902 shares of the Company’s common stock per $1,000 principal amount of Notes Interest payment dates: March 15 Limitation on Beneficial Ownership No holder of Notes will be entitled to receive shares of Common Stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) 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 130the rules and regulations promulgated thereunder) of more than 5.0% 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 shares 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 Common Stock outstanding at such time (the “option counterpartiesLimitation”) 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 to the Notes, the number Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting holder becoming the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to a holder upon conversion of Notes is not made, in whole or in part, as a result of this limitation, the Company’s common stock underlying the Notes. Concurrently with entering into the convertible note hedge transactionsobligation to make such delivery shall not be extinguished, and the Company also entered into warrant transactions with the option counterparties whereby will deliver such shares as promptly as practicable after any such converting holder gives notice to the Company sold warrants to purchase, subject to adjustments, up to that such delivery would not result in such converting holder being the same number beneficial owner of more than 5.0% of the shares of the Company common stock. If the initial purchasers exercise their over-allotment option to purchase additional Notes, the Company may sell additional warrants and use a portion of the proceeds from the sale of the additional Notes, together with the proceeds from the sale of the additional warrants, to enter into additional convertible note hedge transactions. Use of proceeds: The Company estimates that the net proceeds from this offering will be approximately $96.7 million (or $111.3 million if the initial purchasers exercise their over-allotment option in full), after deducting the initial purchasers’ discount and estimated offering expensesCommon Stock outstanding at such time. The Company intends to use approximately $14.5 million Limitation shall no longer apply following the effective date of the net proceeds from the Notes to pay the cost of the convertible note hedge transactions described in the immediately preceding caption (after such cost is partially offset by the proceeds to the Company from the sale of the warrant transactions described in the immediately preceding caption)any Fundamental Change. The Company intends to use approximately $76.7 million of the net proceeds from this offering to redeem all $74.6 million in aggregate outstanding principal amount of the Company’s 8.25% senior subordinated notes due 2013 at a redemption price of 102.75% of their principal amount. The Company intends to use the remainder of the net proceeds from this offering for general corporate purposes. If the initial purchasers exercise their overCall Protection Non-allotment optioncallable Trade Date December 16, the Company may use a portion of the net proceeds from the sale of the additional Notes to enter into additional convertible note hedge and warrant transactions and for general corporate purposes. Fundamental change: If the Company undergoes a fundamental change (as defined under “Description of notes—Fundamental change permits holders to require us to purchase notes” in the Preliminary Offering Memorandum)2010 Settlement Date On or about December 21, investors will have the option to require the Company to purchase all or any portion that is equal to $1,000, or an integral multiple of $1,000 of their Notes. The fundamental change purchase price will be 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, to, but excluding, the fundamental change purchase date. The Company will pay cash for all notes so purchased. Adjustment to shares delivered upon conversion upon a make-whole fundamental change: The following table sets forth the number of additional shares of the Company’s common stock to be added to the conversion rate 2010 Conversion Rate Cap 96.8992 per $1,000 principal amount of Notes Notes, subject to adjustment in connection with a “make-whole fundamental change” as described the circumstances set forth in the Preliminary Offering Memorandum for each Initial Purchasers Barclays Capital Inc., RBC Capital Markets, LLC, Xxxxx, Xxxxxxxx & Xxxxx, Inc. and Rabo Securities USA, Inc. Listing None CUSIP 74348T AA0 ISIN US74348TAA07 Adjustment to Conversion Rate upon a Non-Stock Change of Control The number of additional shares by which the conversion rate will be increased in the event of a “non-stock change of control” (as defined in the Preliminary Offering Memorandum) will be determined by reference to the table below (subject to the limitations described below), based on the date on which the non-stock change of control occurs or becomes effective (the “effective date”) and the price and effective date set forth below(the “stock price”) paid per share of Common Stock in the non-stock change of control. Make-Whole Table: Stock Price Effective date Date $31.52 10.32 $35.00 11.00 $40.00 11.35 $45.00 12.00 $50.00 13.00 $55.00 14.00 $60.00 15.00 $65.00 16.00 $70.00 17.00 $75.00 18.00 $80.00 19.00 $85.00 $90.00 March 2220.00 December 21, 2010 5.8272 5.2568 4.3204 3.6327 3.1088 2.6977 2.3672 2.0961 1.8701 1.6790 1.5154 1.3739 1.2504 March 8.8090 8.8090 8.6033 7.7254 6.8087 5.8920 4.9753 4.0586 3.1419 2.2251 1.3084 0.3917 December 15, 2011 5.8272 5.2144 4.2516 3.5527 3.0257 2.6158 2.2888 2.0223 1.8012 1.6151 1.4563 1.3194 1.2002 March 8.8090 8.8090 7.7666 6.9449 6.1150 5.2850 4.4550 3.6250 2.7950 1.9650 1.1350 0.3050 December 15, 2012 5.8272 5.1689 4.1713 3.4575 2.9261 2.5175 2.1947 1.9339 1.7190 1.5392 1.3865 1.2553 1.1415 March 8.8090 8.4975 6.9700 6.2018 5.4544 4.7070 3.9596 3.2121 2.4647 1.7173 0.9699 0.2224 December 15, 2013 5.8272 5.1062 4.0662 3.3344 2.7980 2.3914 2.0742 1.8207 1.6138 1.4419 1.2970 1.1731 1.0660 March 8.8090 7.7744 6.2524 5.5325 4.8594 4.1864 3.5133 2.8403 2.1672 1.4942 0.8211 0.1481 December 15, 2014 5.8272 5.0781 3.9684 3.2034 2.6541 2.2456 1.9325 1.6861 1.4878 1.3250 1.1890 1.0736 0.9746 March 8.8090 6.6998 5.1422 4.4968 3.9389 3.3809 2.8229 2.2649 1.7069 1.1489 0.5910 0.0330 December 15, 2015 5.8272 5.0145 3.8220 3.0196 2.4577 2.0499 1.7445 1.5092 1.3233 1.1730 1.0492 0.9454 0.8570 March 15, 2016 5.8272 4.9192 3.6208 2.7726 2.1977 1.7942 1.5016 1.2828 1.1145 0.9817 0.8743 0.7858 0.7113 March 15, 2017 5.8272 4.7313 3.3098 2.4167 1.8381 1.4511 1.1836 0.9926 0.8516 0.7441 0.6597 0.5916 0.5353 March 15, 2018 5.8272 4.4126 2.8353 1.9010 1.3388 0.9929 0.7737 0.6295 0.5307 0.4599 0.4067 0.3651 0.3314 March 15, 2019 5.8272 3.7938 2.0101 1.0776 0.6083 0.3764 0.2611 0.2015 0.1680 0.1469 0.1320 0.1203 0.1106 March 15, 2020 5.8272 2.6727 0.0000 8.8090 2.8188 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices price and effective dates may not be set forth in on the table abovetable, in which case: • If , if the stock price is is: • between two stock price amounts in on the table or the effective date is between two effective dates in on the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365360-day year. ; • If the stock price is greater than in excess of $90.00 20.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the tableadjustment), no additional shares will be added to the conversion rate. issued upon conversion; and • If the stock price is less than $31.52 10.32 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the tableadjustment), no additional shares will be added to the conversion rateissued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of common stock Common Stock issuable upon conversion exceed 31.7259 per $1,000 principal amount of Notesconversion, subject to adjustment as adjusted in the same manner as event of a non-stock change of control, exceed the conversion rate as set forth under Conversion Rate Cap. “References in “Description of notes—the Notes — Change in the Conversion rights—Conversion rate adjustmentsRights upon Certain Reclassifications, Business Combinations, Asset Sales and Corporate Events” in the Preliminary Offering Memorandum. Additional Information The table in Memorandum to the “Capitalization” last reported sale price of a share of common stock on page 37 the date of pricing of the Preliminary Offering Memorandum is amended to read as follows: As Notes” mean $10.32, the last reported sale price of a share of Common Stock on December 3115, 2009 Actual As adjusted for this offering (In thousands) Cash and cash equivalents $ 13,221 $ 18,809 Floorplan notes payable: Floorplan notes payable—credit facility $ 491,892 $ 491,892 Floorplan offset—credit facility (71,573 ) (71,573 ) Floorplan notes payable—manufacturer affiliates 115,180 115,180 Total floorplan notes payable $ 535,499 $ 535,499 Long-term debt:2010.
Appears in 1 contract
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 AutomotiveTeam, Inc. (the “CompanyTISI”) Ticker / Exchange: GPI TISI / The New York Stock Exchange (“NYSE”) Title of securitiesSecurities: 3.005.00% Convertible Senior Notes due 2020 2023 (the “Notes”) Aggregate principal amount offeredPrincipal Amount of Notes Offered: $100,000,000 of Notes 200,000,000 (increased from $175,000,000) Offering pricePrice: The Notes will be issued at a price of 100% of their principal amount, plus accrued interest, if any, from March 22July 31, 20102017. Over-allotment optionInitial Purchasers’ Option to Purchase Additional Notes: $15,000,000 30,000,000 aggregate principal amount of Notes Annual Interest Rate: The Notes will bear interest rate: 3.00at a rate equal to 5.00% per annum Closing stock priceyear from July 31, 2017. Interest Payment Dates: $31.52 per share February 1 and August 1 of the Company’s each year, beginning on February 1, 2018 Maturity Date: August 1, 2023, unless earlier repurchased, redeemed or converted NYSE Last Reported Sale Price of TISI common stock on the NYSE as of March 16July 25, 2010 2017: $15.50 per share Conversion premiumPremium: Approximately 22.5040% above the closing stock price Initial conversion price: Approximately $38.61 per share NYSE Last Reported Sale Price of the Company’s TISI common stock on July 25, 2017 Initial conversion rateConversion Rate: 25.8987 46.0829 shares of the Company’s TISI 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 Initial Conversion trigger pricePrice: Approximately $50.19, which is 130% 21.70 per share of TISI common stock Settlement Upon Conversion: Conversions of the initial conversion price Notes will be settled in cash, shares of TISI common stock or a combination thereof, at TISI’s election. Trade Date: July 26, 2017 Settlement Date: July 31, 2017 Joint bookBook-running managersManagers: X.X. Xxxxxx Securities Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC Co-managersManagers: Barclays BB&T Capital Inc. and Xxxxx Fargo Markets, a division of BB&T Securities, LLC Other relationships of the co-managersBBVA Securities Inc. CUSIP Number: 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 878155 AD2 ISIN: US398905AF64 Convertible note hedge and warrant transactionsUS878155AD23 Optional Redemption: In connection with TISI may not redeem the pricing Notes prior to August 5, 2021. TISI may redeem for cash all or any portion of the Notes, at its option, on or after August 5, 2021 if the Company entered into convertible note hedge transactions with one or more affiliates last reported sale price of TISI common stock has been at least 130% of the initial purchasers conversion price then in effect for at least 20 trading days (whether or other financial institutions (not consecutive), including the “option counterparties”) pursuant to trading day immediately preceding the date on which the Company purchased net-share settled call options. The call options are exercisable with reference toTISI provides notice of redemption, subject to adjustments substantially similar to those applicable to the Notesduring any 30 consecutive trading day period ending on, and including, the number of shares of the Company’s common stock underlying the Notes. Concurrently with entering into the convertible note hedge transactions, the Company also entered into warrant transactions with the option counterparties whereby the Company sold warrants to purchase, subject to adjustments, up to the same number of shares of the Company common stock. If the initial purchasers exercise their over-allotment option to purchase additional Notes, the Company may sell additional warrants and use a portion of the proceeds from the sale of the additional Notes, together with the proceeds from the sale of the additional warrants, to enter into additional convertible note hedge transactions. Use of proceeds: The Company estimates that the net proceeds from this offering will be approximately $96.7 million (or $111.3 million if the initial purchasers exercise their over-allotment option in full), after deducting the initial purchasers’ discount and estimated offering expenses. The Company intends to use approximately $14.5 million of the net proceeds from the Notes to pay the cost of the convertible note hedge transactions described in the trading day immediately preceding caption (after such cost is partially offset by the proceeds to the Company from the sale date on which TISI provides notice of the warrant transactions described in the immediately preceding caption). The Company intends to use approximately $76.7 million of the net proceeds from this offering to redeem all $74.6 million in aggregate outstanding principal amount of the Company’s 8.25% senior subordinated notes due 2013 redemption at a redemption price of 102.75% of their principal amount. The Company intends to use the remainder of the net proceeds from this offering for general corporate purposes. If the initial purchasers exercise their over-allotment option, the Company may use a portion of the net proceeds from the sale of the additional Notes to enter into additional convertible note hedge and warrant transactions and for general corporate purposes. Fundamental change: If the Company undergoes a fundamental change (as defined under “Description of notes—Fundamental change permits holders to require us to purchase notes” in the Preliminary Offering Memorandum), investors will have the option to require the Company to purchase all or any portion that is equal to $1,000, or an integral multiple of $1,000 of their Notes. The fundamental change purchase price will be 100% of the principal amount of the Notes to be purchased redeemed, plus any accrued and unpaid interest, interest to, but excluding, the fundamental change purchase redemption date. The Company No “sinking fund” is provided for the Notes, which means that TISI is not required to redeem or retire the Notes periodically. TISI will pay cash for all notes so purchased. Adjustment give notice of any redemption not less than 45 nor more than 55 scheduled trading days before the redemption date by mail or electronic delivery to shares delivered upon conversion upon a make-whole fundamental change: The following table sets forth the number of additional shares trustee, the paying agent and each holder of the Company’s common stock to be added to the conversion rate per $1,000 principal amount of Notes in connection with a “make-whole fundamental change” as described in the Preliminary Offering Memorandum for each stock price and effective date set forth below: Stock Price Effective date $31.52 $35.00 $40.00 $45.00 $50.00 $55.00 $60.00 $65.00 $70.00 $75.00 $80.00 $85.00 $90.00 March 22, 2010 5.8272 5.2568 4.3204 3.6327 3.1088 2.6977 2.3672 2.0961 1.8701 1.6790 1.5154 1.3739 1.2504 March 15, 2011 5.8272 5.2144 4.2516 3.5527 3.0257 2.6158 2.2888 2.0223 1.8012 1.6151 1.4563 1.3194 1.2002 March 15, 2012 5.8272 5.1689 4.1713 3.4575 2.9261 2.5175 2.1947 1.9339 1.7190 1.5392 1.3865 1.2553 1.1415 March 15, 2013 5.8272 5.1062 4.0662 3.3344 2.7980 2.3914 2.0742 1.8207 1.6138 1.4419 1.2970 1.1731 1.0660 March 15, 2014 5.8272 5.0781 3.9684 3.2034 2.6541 2.2456 1.9325 1.6861 1.4878 1.3250 1.1890 1.0736 0.9746 March 15, 2015 5.8272 5.0145 3.8220 3.0196 2.4577 2.0499 1.7445 1.5092 1.3233 1.1730 1.0492 0.9454 0.8570 March 15, 2016 5.8272 4.9192 3.6208 2.7726 2.1977 1.7942 1.5016 1.2828 1.1145 0.9817 0.8743 0.7858 0.7113 March 15, 2017 5.8272 4.7313 3.3098 2.4167 1.8381 1.4511 1.1836 0.9926 0.8516 0.7441 0.6597 0.5916 0.5353 March 15, 2018 5.8272 4.4126 2.8353 1.9010 1.3388 0.9929 0.7737 0.6295 0.5307 0.4599 0.4067 0.3651 0.3314 March 15, 2019 5.8272 3.7938 2.0101 1.0776 0.6083 0.3764 0.2611 0.2015 0.1680 0.1469 0.1320 0.1203 0.1106 March 15, 2020 5.8272 2.6727 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices and effective dates may not be set forth in the table above, in which case: • If the stock price is between two stock price amounts in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day yearNotes. • If the stock price is greater than $90.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table), no additional shares will be added to the conversion rate. • If the stock price is less than $31.52 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table), no additional shares will be added to the conversion rate. Notwithstanding the foregoing, in no event will the total number of shares of common stock issuable upon conversion exceed 31.7259 per $1,000 principal amount of Notes, subject to adjustment in the same manner as the conversion rate as set forth under See “Description of notesthe Notes—Conversion rights—Conversion rate adjustmentsOptional Redemption On or After August 5, 2021” in the Preliminary Offering Memorandum. Additional Information The table in “Capitalization” on page 37 of the Preliminary Offering Memorandum is amended to read as follows: As of December 31, 2009 Actual As adjusted for this offering (In thousands) Cash and cash equivalents $ 13,221 $ 18,809 Floorplan notes payable: Floorplan notes payable—credit facility $ 491,892 $ 491,892 Floorplan offset—credit facility (71,573 ) (71,573 ) Floorplan notes payable—manufacturer affiliates 115,180 115,180 Total floorplan notes payable $ 535,499 $ 535,499 Long-term debt:.
Appears in 1 contract
Samples: Team Inc
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: Pattern Energy Group 1 Automotive, Inc. (The NASDAQ Global Select Market: PEGI / Toronto Stock Exchange: PEG ) (the “CompanyIssuer”) Ticker / ExchangeGuarantor: GPI / The New York Stock Exchange (“NYSE”) Pattern US Finance Company LLC Title of securities: 3.005.875% Convertible Senior Notes due 2020 2024 (the “Notesnotes”) Aggregate principal amount offered: $100,000,000 of Notes Offering 350,000,000 Maturity date: February 1, 2024 Coupon: 5.875% per annum, accruing from the settlement date Issue price: The Notes notes will be issued at a price of 100% of their principal amount, plus accrued interest, if any, from March 22the settlement date Spread to Benchmark Treasury: 358 basis points Benchmark Treasury: U.S. Treasury 2.75% due February 15, 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 2024 Interest payment dates: March Each February 1 and August 1, beginning on August 1, 2017 Record dates: January 15 and September 15July 15 Equity clawback: Up to 35% at 105.875% prior to February 1, commencing on September 152020 Make-whole redemption: Make-whole call prior to February 1, 2010 Maturity date2020 at a redemption price equal to 100% of the principal amount of the notes redeemed plus a “make-whole premium” and accrued and unpaid interest, if any, to the applicable redemption date Optional redemption: March 15On and after February 1, 2020, subject to earlier repurchase the Issuer may redeem all or conversion Conversion trigger price: Approximately $50.19, which is 130% part of the initial conversion price Joint booknotes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on February 1 of the years indicated below: Year Percentage 2020 102.938% 2021 101.469% 2022 and thereafter 100.000% Book-running managers: X.X. Xxxxxx Securities Inc. and Xxxxxxx & Co. LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated BMO Capital Markets Corp. Citigroup Global Markets Inc. RBC Capital Markets, LLC Co-managers: Barclays Capital SMBC Nikko Securities America, Inc. and Xxxxx Fargo Securities, LLC Other relationships of the co-managers: An affiliate of Barclays Capital MUFG Securities Americas 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 17January 20, 2010 Expected settlement 2017 Settlement date: March 22January 25, 2010 Number of shares outstanding2017 (T+3) Denominations: 24,488,630 as of March 15, 2010 CUSIP: 000000XX0 ISIN: US398905AF64 Convertible note hedge $2,000 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 to the Notes, the number of shares of the Company’s common stock underlying the Notes. Concurrently with entering into the convertible note hedge transactions, the Company also entered into warrant transactions with the option counterparties whereby the Company sold warrants to purchase, subject to adjustments, up to the same number of shares of the Company common stock. If the initial purchasers exercise their over-allotment option to purchase additional Notes, the Company may sell additional warrants and use a portion of the proceeds from the sale of the additional Notes, together with the proceeds from the sale of the additional warrants, to enter into additional convertible note hedge transactions. Use of proceeds: The Company estimates that the net proceeds from this offering will be approximately $96.7 million (or $111.3 million if the initial purchasers exercise their over-allotment option in full), after deducting the initial purchasers’ discount and estimated offering expenses. The Company intends to use approximately $14.5 million of the net proceeds from the Notes to pay the cost of the convertible note hedge transactions described in the immediately preceding caption (after such cost is partially offset by the proceeds to the Company from the sale of the warrant transactions described in the immediately preceding caption). The Company intends to use approximately $76.7 million of the net proceeds from this offering to redeem all $74.6 million in aggregate outstanding principal amount of the Company’s 8.25% senior subordinated notes due 2013 at a redemption price of 102.75% of their principal amount. The Company intends to use the remainder of the net proceeds from this offering for general corporate purposes. If the initial purchasers exercise their over-allotment option, the Company may use a portion of the net proceeds from the sale of the additional Notes to enter into additional convertible note hedge and warrant transactions and for general corporate purposes. Fundamental change: If the Company undergoes a fundamental change (as defined under “Description of notes—Fundamental change permits holders to require us to purchase notes” in the Preliminary Offering Memorandum), investors will have the option to require the Company to purchase all or any portion that is equal to $1,000, or an integral multiple multiples of $1,000 of their Notes. The fundamental change purchase price will in excess thereof CUSIP and ISIN numbers: 144A: CUSIP: 70338P AC4 ISIN: US70338PAC41 Reg S: CUSIP: U70442 AA3 ISIN: USU70442AA34 Distribution: Rule 144A and Regulation S; no registration rights Ratings (Xxxxx’x/S&P):* Ba3/BB- * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, to, but excluding, the fundamental change purchase date. The Company will pay cash for all notes so purchased. Adjustment to shares delivered upon conversion upon a make-whole fundamental change: The following table sets forth the number of additional shares of the Company’s common stock to be added to the conversion rate per $1,000 principal amount of Notes in connection with a “make-whole fundamental change” as described in the Preliminary Offering Memorandum for each stock price and effective date set forth below: Stock Price Effective date $31.52 $35.00 $40.00 $45.00 $50.00 $55.00 $60.00 $65.00 $70.00 $75.00 $80.00 $85.00 $90.00 March 22, 2010 5.8272 5.2568 4.3204 3.6327 3.1088 2.6977 2.3672 2.0961 1.8701 1.6790 1.5154 1.3739 1.2504 March 15, 2011 5.8272 5.2144 4.2516 3.5527 3.0257 2.6158 2.2888 2.0223 1.8012 1.6151 1.4563 1.3194 1.2002 March 15, 2012 5.8272 5.1689 4.1713 3.4575 2.9261 2.5175 2.1947 1.9339 1.7190 1.5392 1.3865 1.2553 1.1415 March 15, 2013 5.8272 5.1062 4.0662 3.3344 2.7980 2.3914 2.0742 1.8207 1.6138 1.4419 1.2970 1.1731 1.0660 March 15, 2014 5.8272 5.0781 3.9684 3.2034 2.6541 2.2456 1.9325 1.6861 1.4878 1.3250 1.1890 1.0736 0.9746 March 15, 2015 5.8272 5.0145 3.8220 3.0196 2.4577 2.0499 1.7445 1.5092 1.3233 1.1730 1.0492 0.9454 0.8570 March 15, 2016 5.8272 4.9192 3.6208 2.7726 2.1977 1.7942 1.5016 1.2828 1.1145 0.9817 0.8743 0.7858 0.7113 March 15, 2017 5.8272 4.7313 3.3098 2.4167 1.8381 1.4511 1.1836 0.9926 0.8516 0.7441 0.6597 0.5916 0.5353 March 15, 2018 5.8272 4.4126 2.8353 1.9010 1.3388 0.9929 0.7737 0.6295 0.5307 0.4599 0.4067 0.3651 0.3314 March 15, 2019 5.8272 3.7938 2.0101 1.0776 0.6083 0.3764 0.2611 0.2015 0.1680 0.1469 0.1320 0.1203 0.1106 March 15, 2020 5.8272 2.6727 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices and effective dates may not be set forth in the table above, in which case: • If the stock price is between two stock price amounts in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year. • If the stock price is greater than $90.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table), no additional shares will be added to the conversion rate. • If the stock price is less than $31.52 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table), no additional shares will be added to the conversion rate. Notwithstanding the foregoing, in no event will the total number of shares of common stock issuable upon conversion exceed 31.7259 per $1,000 principal amount of Notes, subject to adjustment in the same manner as the conversion rate as set forth under “Description of notes—Conversion rights—Conversion rate adjustments” in the Preliminary Offering Memorandum. Additional Information The table in “Capitalization” on page 37 of the Preliminary Offering Memorandum is amended to read as follows: As of December 31, 2009 Actual As adjusted for this offering (In thousands) Cash and cash equivalents $ 13,221 $ 18,809 Floorplan notes payable: Floorplan notes payable—credit facility $ 491,892 $ 491,892 Floorplan offset—credit facility (71,573 ) (71,573 ) Floorplan notes payable—manufacturer affiliates 115,180 115,180 Total floorplan notes payable $ 535,499 $ 535,499 Long-term debt:revision or withdrawal at any time.
Appears in 1 contract
Samples: Pattern Energy Group Inc.
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 AutomotiveMeadowbrook Insurance Group, Inc. (the “Company”"Meadowbrook") Ticker / Exchange: GPI MIG / The New York Stock Exchange (“"NYSE”") Title of securitiesSecurities: 3.005.00% Cash Convertible Senior Notes due 2020 (the “"Notes”") Aggregate principal amount offeredPrincipal Amount of Notes Offered: $100,000,000 of Notes 85,000,000 Offering pricePrice: The Notes will be issued at a price of 100% of their principal amount, plus accrued interest, if any, from March 2218, 20102013. Over-allotment optionInitial Purchasers' Option to Purchase Additional Notes: $15,000,000 aggregate principal amount of Notes Annual Interest Rate: The Notes will bear interest rate: 3.00at a rate equal to 5.00% per annum Closing stock pricefrom March 18, 2013. Interest Payment Dates: March 15 and September 15 of each year, beginning on September 15, 2013 Maturity Date: March 15, 2020, unless earlier repurchased or converted NYSE Last Reported Sale Price of Meadowbrook Common Stock on March 12, 2013: $31.52 6.68 per share Conversion Premium: Approximately 37.50% above the NYSE Last Reported Sale Price of Meadowbrook Common Stock on March 12, 2013 Initial Conversion Price: Approximately $9.18 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 Meadowbrook common stock Initial conversion rateConversion Rate: 25.8987 108.8732 shares of the Company’s Meadowbrook common stock per $1,000 principal amount of Notes Interest payment datesSettlement Upon Conversion: Conversions of Notes will be settled solely in cash. Trade Date: Xxxxx 00, 0000 Xxxxxxxxxx Date: March 15 and September 1518, 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 book2013 Sole Book-running managersRunning Manager: X.X. Xxxxxx Securities LLC Xx-Xxxxxxx: XXX Xxxxxxx Xxxxxxx & Xx. XXX Securities Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co-managersCUSIP Number: 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 00000XXX0 ISIN: US398905AF64 US58319PAB40 Cash Convertible note hedge Note Hedge and warrant transactions: In connection with the pricing of the Notes, the Company Meadowbrook entered Warrant Transactions: into cash convertible note hedge transactions with one or more affiliates initial purchasers of the initial purchasers Notes or their affiliates 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 to the Notes, the number of shares of the Company’s common stock underlying the Notes. Concurrently with entering into the convertible note hedge transactions, the Company Meadowbrook also entered into warrant transactions with the option counterparties whereby counterparties. The cash convertible note hedge transactions are expected to reduce Meadowbrook's exposure to potential cash payments in excess of the Company sold warrants principal amount of converted Notes that Meadowbrook may be required to purchase, subject to adjustments, up make upon conversion of the Notes. The warrant transactions will separately have a dilutive effect to the same number extent that the market value per share of shares Meadowbrook's common stock exceeds the applicable strike price of the Company common stockwarrants. If the initial purchasers of the Notes exercise their over-allotment option to purchase additional Notes, the Company Meadowbrook may sell additional warrants and use a portion of the proceeds from the sale of the additional Notes, together with the proceeds from the sale of the additional warrants, to enter into additional increase the size of the cash convertible note hedge transactions. See "Description of cash convertible note hedge and warrant transactions" in the Preliminary Offering Memorandum. Use of proceedsProceeds: The Company Meadowbrook estimates that the net proceeds from this the Notes offering will be approximately $96.7 82.45 million (or $111.3 97 million if the initial purchasers of the Notes exercise their over-allotment option to purchase additional Notes in full), after deducting the initial purchasers’ discount and ' fees but before deducting other estimated offering expenses. The Company Meadowbrook intends to use approximately $14.5 8.4 million of the net proceeds from the Notes offering to pay the cost of the cash convertible note hedge transactions described in the immediately preceding caption (after such cost is partially offset by the proceeds to the Company Meadowbrook from the sale of the warrant transactions described in the immediately preceding captiontransactions). The Company Meadowbrook intends to use approximately $76.7 million substantially all of the net proceeds from this offering to redeem all $74.6 million in aggregate outstanding principal amount of the Company’s 8.25% senior subordinated notes due 2013 at a redemption price of 102.75% of their principal amount. The Company intends to use the remainder of the net proceeds from this the Notes offering for general corporate purposesto make capital contributions to its insurance company subsidiaries in order to support such subsidiaries' operations and financial strength, with the balance of any proceeds to be used to repay Meadowbrook's outstanding indebtedness under its term loan facility, which matures on August 30, 2016 and had an effective interest rate of 2.46% as of December 31, 2012. If the initial purchasers of the Notes exercise their over-allotment optionoption to purchase additional Notes, the Company Meadowbrook may sell additional warrants and use a portion of the net proceeds from the sale of the additional Notes Notes, together with the proceeds from the sale of the additional warrants, to enter into additional increase the size of the cash convertible note hedge and warrant transactions and for general corporate purposestransactions. Fundamental change: If the Company undergoes a fundamental change (as defined under “Description See "Use of notes—Fundamental change permits holders to require us to purchase notes” proceeds" in the Preliminary Offering Memorandum), investors will have the option to require the Company to purchase all or any portion that is equal to $1,000, or an integral multiple of $1,000 of their Notes. Increase in Conversion Rate upon The fundamental change purchase price will be 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, to, but excluding, the fundamental change purchase date. The Company will pay cash for all notes so purchased. Adjustment to shares delivered upon conversion upon a make-whole fundamental change: The following table below sets forth the number of additional shares of amount, if any, by which the Company’s common stock to be added to the Conversion upon a Make-Whole conversion rate per $1,000 principal amount of Notes will be Fundamental Change: increased upon conversion of such Notes into cash in connection with a “"make-whole fundamental change” " as described in the Preliminary Offering Memorandum for each stock price and effective date set forth below: . Stock Price Effective date $31.52 $Date $ 6.68 $ 8.00 $ 10.00 $ 12.50 $ 15.00 $ 17.50 $ 20.00 $ 22.50 $ 25.00 $ 30.00 $ 35.00 $40.00 $45.00 $50.00 $55.00 $60.00 $65.00 $70.00 $75.00 $80.00 $85.00 $90.00 March 22, 2010 5.8272 5.2568 4.3204 3.6327 3.1088 2.6977 2.3672 2.0961 1.8701 1.6790 1.5154 1.3739 1.2504 March 15, 2011 5.8272 5.2144 4.2516 3.5527 3.0257 2.6158 2.2888 2.0223 1.8012 1.6151 1.4563 1.3194 1.2002 March 15, 2012 5.8272 5.1689 4.1713 3.4575 2.9261 2.5175 2.1947 1.9339 1.7190 1.5392 1.3865 1.2553 1.1415 March 1518, 2013 5.8272 5.1062 4.0662 3.3344 2.7980 2.3914 2.0742 1.8207 1.6138 1.4419 1.2970 1.1731 1.0660 40.8273 30.9156 20.9368 14.3428 10.6091 8.2334 6.5912 5.3870 4.4658 3.1523 2.2691 March 15, 2014 5.8272 5.0781 3.9684 3.2034 2.6541 2.2456 1.9325 1.6861 1.4878 1.3250 1.1890 1.0736 0.9746 40.8273 30.2589 20.0044 13.4458 9.8519 7.6183 6.0964 4.9886 4.1435 2.9375 2.1227 March 15, 2015 5.8272 5.0145 3.8220 3.0196 2.4577 2.0499 1.7445 1.5092 1.3233 1.1730 1.0492 0.9454 0.8570 40.8273 29.3004 18.7380 12.2622 8.8681 6.8261 5.4617 4.4781 3.7302 2.6607 1.9330 March 15, 2016 5.8272 4.9192 3.6208 2.7726 2.1977 1.7942 1.5016 1.2828 1.1145 0.9817 0.8743 0.7858 0.7113 40.8273 27.9554 17.0545 10.7374 7.6278 5.8408 4.6776 3.8484 3.2192 2.3156 1.6943 March 15, 2017 5.8272 4.7313 3.3098 2.4167 1.8381 1.4511 1.1836 0.9926 0.8516 0.7441 0.6597 0.5916 0.5353 40.8273 26.1316 14.8308 8.7902 6.0884 4.6389 3.7274 3.0842 2.5953 1.8867 1.3922 March 15, 2018 5.8272 4.4126 2.8353 1.9010 1.3388 0.9929 0.7737 0.6295 0.5307 0.4599 0.4067 0.3651 0.3314 40.8273 23.5257 11.7810 6.2950 4.2235 3.2265 2.6196 2.1887 1.8562 1.3655 1.0177 March 15, 2019 5.8272 3.7938 2.0101 1.0776 0.6083 0.3764 0.2611 0.2015 0.1680 0.1469 0.1320 0.1203 0.1106 40.8273 19.9759 7.4899 3.1863 2.1099 1.6659 1.3815 1.1669 0.9961 0.7402 0.5575 March 15, 2020 5.8272 2.6727 0.0000 0.0000 40.8273 16.1268 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices and effective dates may not be set forth in the table above, in which case: • If if the stock price is between two stock price amounts prices in the table or the effective date is between two effective dates in the table, the number amount of additional shares the conversion rate increase will be determined by a straight-line interpolation between the number amount of additional shares the conversion rate increase set forth for the higher and lower stock price amounts prices and the two earlier and later effective dates, as applicable, based on a 365-day year. • If ; if the stock price is greater than $90.00 35.00 per share (subject to adjustment in the same manner as the stock prices conversion rate as set forth under "Description of notes—Conversion rights—Conversion rate adjustments" in the column headings of the tablePreliminary Offering Memorandum), no additional shares will be added to the conversion rate. • If rate will not be increased; and if the stock price is less than $31.52 6.68 per share (subject to adjustment in the same manner as the stock prices conversion rate as set forth under "Description of notes—Conversion rights—Conversion rate adjustments" in the column headings of the tablePreliminary Offering Memorandum), no additional shares will be added to the conversion raterate will not be increased. Notwithstanding the foregoing, in no event will the total number of shares of common stock issuable upon conversion exceed 31.7259 rate per $1,000 principal amount of NotesNotes exceed 149.7005 shares of common stock, subject to adjustment in the same manner as the conversion rate as set forth under “"Description of notes—Conversion rights—Conversion rate adjustments” " in the Preliminary Offering Memorandum. Additional Information The table in “Capitalization” on page 37 of the Preliminary Offering Memorandum is amended to read as follows: As of December 31, 2009 Actual As adjusted for this offering (In thousands) Cash and cash equivalents $ 13,221 $ 18,809 Floorplan notes payable: Floorplan notes payable—credit facility $ 491,892 $ 491,892 Floorplan offset—credit facility (71,573 ) (71,573 ) Floorplan notes payable—manufacturer affiliates 115,180 115,180 Total floorplan notes payable $ 535,499 $ 535,499 Long-term debt:.
Appears in 1 contract
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 AutomotiveIconix Brand Group, Inc. (Exchange/Symbol for the “Company”) Ticker / ExchangeIssuer’s Common Stock: GPI / The New York Stock Exchange (“NYSE”) NASDAQ: ICON Title of securitiesSecurities: 3.001.50% Convertible Senior Subordinated Notes due 2020 2018 (the “Notes”) Distribution: 144A without registration rights Aggregate principal amount offeredPrincipal Amount Offered: $100,000,000 of 350 million ($400 million if the over-allotment option to purchase additional Notes Offering priceis exercised in full) Maturity Date: The Notes will be issued at a price of March 15, 2018, unless earlier repurchased or converted Issue Price: 100% of their principal amount, plus accrued interest, if any, from March 2218, 2010. Over-allotment option2013 Interest Rate: 1.50% per year, accruing from March 18, 2013 Interest Payment Dates: March 15 and September 15, beginning September 15, 2013 Last Reported Sale Price: $15,000,000 of Notes Annual interest rate: 3.00% per annum Closing stock price: $31.52 23.29 per share of the CompanyIssuer’s common stock on the NYSE as of March 16, 2010 NASDAQ on the Pricing Date Conversion premiumPremium: Approximately 22.5032.5% above the closing stock price Last Reported Sale Price Initial conversion priceConversion Rate: Approximately $38.61 per share of the Company’s common stock Initial conversion rate: 25.8987 32.4052 shares of the CompanyIssuer’s common stock per $1,000 principal amount of the 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 Initial Conversion trigger pricePrice: Approximately $50.19, which is 130% 30.86 per share 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 to the Notes, the number of shares of the CompanyIssuer’s common stock underlying the Notes. Concurrently with entering into the convertible note hedge transactions, the Company also entered into warrant transactions with the option counterparties whereby the Company sold warrants to purchase, subject to adjustments, up to the same number of Share Cap: 31.9888 shares of Issuer’s common stock per $1,000 principal amount of the Company common stock. If Notes Net Proceeds to Issuer After Initial Purchasers’ Discount and Estimated Offering Expenses: Approximately $342.0 million after deducting the initial purchasers exercise their purchaser’s discount and offering expenses payable by the Issuer (approximately $391.0 million if the initial purchaser exercises in full its over-allotment option to purchase additional Notes, the Company may sell additional warrants and use a portion of the proceeds from the sale of the additional Notes, together with the proceeds from the sale of the additional warrants, to enter into additional convertible note hedge transactions). Use of proceeds: The Company estimates that the net proceeds from this offering will be approximately $96.7 million (or $111.3 million if the initial purchasers exercise their over-allotment option in full), after deducting the initial purchasers’ purchaser’s discount and estimated offering expenses. The Company intends ) are expected to use be used: • approximately $14.5 23.1 million of to fund the net proceeds from cost to the Notes to pay the cost Issuer of the convertible note hedge transactions described in transaction (pursuant to which the immediately preceding caption (after such cost is partially offset by the proceeds to the Company from the sale of Issuer has purchased certain common stock call options) and the warrant transactions described in transaction (pursuant to which the immediately preceding caption). The Company intends to use approximately $76.7 million of the net proceeds from this offering to redeem all $74.6 million in aggregate outstanding principal Issuer has sold warrants exercisable for an equal amount of the CompanyIssuer’s 8.25% senior subordinated notes due 2013 at a redemption common stock) that Issuer has entered into with an affiliate of the initial purchaser; • to repurchase approximately 2.96 million shares of the Issuer’s common stock concurrently with this offering in privately negotiated transactions effected through Barclays Capital Inc. for an aggregate purchase price of 102.75% of their principal amount. The Company intends to use approximately $69.0 million (the remainder price per share of the net proceeds from this offering common stock repurchased in such transactions is equal to the Last Reported Sale Price); and • for general corporate purposes. If the initial purchasers exercise their over-allotment option, the Company which may use a portion of the net proceeds from the sale of the include investing in or acquiring new brands through opportunistic mergers, stock or asset purchases and/or other strategic relationships and/or additional Notes to enter into additional convertible note hedge and warrant transactions and for general corporate purposes. Fundamental change: If the Company undergoes a fundamental change (as defined under “Description of notes—Fundamental change permits holders to require us to purchase notes” in the Preliminary Offering Memorandum), investors will have the option to require the Company to purchase all or any portion that is equal to $1,000, or an integral multiple of $1,000 of their Notes. The fundamental change purchase price will be 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, to, but excluding, the fundamental change purchase date. The Company will pay cash for all notes so purchased. Adjustment to shares delivered upon conversion upon a make-whole fundamental change: The following table sets forth the number of additional shares of the Company’s common stock to be added to the conversion rate per $1,000 principal amount of Notes in connection with a “make-whole fundamental change” as described in the Preliminary Offering Memorandum for each stock price and effective date set forth below: Stock Price Effective date $31.52 $35.00 $40.00 $45.00 $50.00 $55.00 $60.00 $65.00 $70.00 $75.00 $80.00 $85.00 $90.00 March 22, 2010 5.8272 5.2568 4.3204 3.6327 3.1088 2.6977 2.3672 2.0961 1.8701 1.6790 1.5154 1.3739 1.2504 March 15, 2011 5.8272 5.2144 4.2516 3.5527 3.0257 2.6158 2.2888 2.0223 1.8012 1.6151 1.4563 1.3194 1.2002 March 15, 2012 5.8272 5.1689 4.1713 3.4575 2.9261 2.5175 2.1947 1.9339 1.7190 1.5392 1.3865 1.2553 1.1415 March 15, 2013 5.8272 5.1062 4.0662 3.3344 2.7980 2.3914 2.0742 1.8207 1.6138 1.4419 1.2970 1.1731 1.0660 March 15, 2014 5.8272 5.0781 3.9684 3.2034 2.6541 2.2456 1.9325 1.6861 1.4878 1.3250 1.1890 1.0736 0.9746 March 15, 2015 5.8272 5.0145 3.8220 3.0196 2.4577 2.0499 1.7445 1.5092 1.3233 1.1730 1.0492 0.9454 0.8570 March 15, 2016 5.8272 4.9192 3.6208 2.7726 2.1977 1.7942 1.5016 1.2828 1.1145 0.9817 0.8743 0.7858 0.7113 March 15, 2017 5.8272 4.7313 3.3098 2.4167 1.8381 1.4511 1.1836 0.9926 0.8516 0.7441 0.6597 0.5916 0.5353 March 15, 2018 5.8272 4.4126 2.8353 1.9010 1.3388 0.9929 0.7737 0.6295 0.5307 0.4599 0.4067 0.3651 0.3314 March 15, 2019 5.8272 3.7938 2.0101 1.0776 0.6083 0.3764 0.2611 0.2015 0.1680 0.1469 0.1320 0.1203 0.1106 March 15, 2020 5.8272 2.6727 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices and effective dates may not be set forth in the table above, in which case: • If the stock price is between two stock price amounts in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year. • If the stock price is greater than $90.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table), no additional shares will be added to the conversion rate. • If the stock price is less than $31.52 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table), no additional shares will be added to the conversion rate. Notwithstanding the foregoing, in no event will the total number of shares of common stock issuable upon conversion exceed 31.7259 per $1,000 principal amount of Notes, subject to adjustment in the same manner as the conversion rate as set forth under “Description of notes—Conversion rights—Conversion rate adjustments” in the Preliminary Offering Memorandum. Additional Information The table in “Capitalization” on page 37 of the Preliminary Offering Memorandum is amended to read as follows: As of December 31, 2009 Actual As adjusted for this offering (In thousands) Cash and cash equivalents $ 13,221 $ 18,809 Floorplan notes payable: Floorplan notes payable—credit facility $ 491,892 $ 491,892 Floorplan offset—credit facility (71,573 ) (71,573 ) Floorplan notes payable—manufacturer affiliates 115,180 115,180 Total floorplan notes payable $ 535,499 $ 535,499 Long-term debt:repurchases.
Appears in 1 contract
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 AutomotiveXxxxxx Medical Group, Inc. (the “CompanyXxxxxx”) Ticker / Exchange: GPI WMGI / The New York Stock Exchange NASDAQ Global Select Market (“NYSENASDAQ”) Title of securitiesSecurities: 3.002.00% Cash Convertible Senior Notes due 2020 2017 (the “Notes”) Aggregate principal amount offeredPrincipalAmount of Notes Offered: $100,000,000 of Notes 260,000,000 Offering pricePrice: The Notes will be issued at a price of 100% of their principal amount, plus accrued interest, if any, from March 22August 31, 20102012. Over-allotment optionOption: $15,000,000 40,000,000 aggregate principal amount of Notes Annual Interest Rate: The Notes will bear interest rate: 3.00at a rate equal to 2.00% per annum Closing stock pricefrom August 31, 2012. Interest Payment Dates: February 15 and August 15 of each year, beginning on February 15, 2013 Maturity Date: August 15, 2017, unless earlier repurchased or converted NASDAQ Last Reported Sale Price of Xxxxxx Common Stock on August 22, 2012: $31.52 19.95 per share Conversion Premium: Approximately 27.50% above the NASDAQ Last Reported Sale Price of Xxxxxx Common Stock on August 22, 2012 Initial Conversion Price: Approximately $25.44 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 Xxxxxx common stock Initial conversion rateConversion Rate: 25.8987 39.3140 shares of the Company’s Xxxxxx common stock per $1,000 principal amount of Notes Interest payment datesSettlement: March 15 and September 15Conversions will be settled solely in cash. Trade Date: August 23, commencing on September 152012 Settlement Date: August 31, 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 book2012 Sole Book-running managersRunning Manager: X.X. Xxxxxx Securities Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated LLC Co-managersManagers: Barclays Capital SunTrust Xxxxxxxx Xxxxxxxx, Inc.U.S. Bancorp Investments, Inc. and Xxxxx Fargo Securities, LLC Other relationships of the co-managersCUSIP Number: 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 00000XXX0 ISIN: US398905AF64 US98235TAB35 Cash Convertible note hedge Note Hedge and warrant transactionsWarrant Transactions: In connection with the pricing of the Notes, the Company Xxxxxx entered into cash convertible note hedge transactions with one or more affiliates of the initial purchasers or other certain financial institutions and/or their affiliates (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 to the Notes, the number of shares of the Company’s common stock underlying the Notes. Concurrently with entering into the convertible note hedge transactions, the Company Xxxxxx also entered into warrant transactions with the option counterparties whereby counterparties. The cash convertible note hedge transactions are expected to reduce Xxxxxx'x exposure to potential cash payments in excess of the Company sold warrants principal amount of converted notes that Xxxxxx may be required to purchase, subject to adjustments, up make upon conversion of the notes. The warrant transactions will separately have a dilutive effect to the same number extent that the market value per share of shares Xxxxxx'x common stock exceeds the applicable strike price of the Company common stockwarrants. If the initial purchasers of the Notes exercise their over-allotment option to purchase additional Notesoption, the Company Xxxxxx may sell additional warrants and use a portion of the proceeds from the sale of the additional Notes, together with the proceeds from the sale of the additional warrants, to enter into additional cash convertible note hedge transactions. See “Description of cash convertible note hedge and warrant transactions” in the Preliminary Offering Memorandum. Use of proceedsProceeds: The Company estimates that the net proceeds from this of the offering will are estimated to be approximately $96.7 251.2 million (or $111.3 289.3 million if the initial purchasers of the Notes exercise their over-allotment option in full), after deducting the initial purchasers’ discount fees and estimated offering expensesexpenses payable by Xxxxxx. The Company Xxxxxx intends to use approximately $14.5 18.72 million of the net proceeds from the Notes offering to pay the cost of the cash convertible note hedge transactions described in the immediately preceding caption (after such cost is partially offset by the proceeds to the Company Xxxxxx from the sale of the warrant transactions described in the immediately preceding captiontransactions). The Company Xxxxxx intends to use approximately $76.7 130 million of the net proceeds from this the offering to redeem all repay the outstanding term loan under its senior credit facility, up to $74.6 29.1 million in aggregate outstanding principal amount of the Company’s 8.25% net proceeds from the offering to fund any repurchases Xxxxxx is able to make of its outstanding convertible senior subordinated notes due 2013 at a redemption price of 102.75% of their principal amount. The Company intends to use 2014 and the remainder of the net proceeds from this the offering for general corporate purposes, including possible acquisitions. If the initial purchasers exercise their over-allotment option, the Company may use a portion See “Use of the net proceeds from the sale of the additional Notes to enter into additional convertible note hedge and warrant transactions and for general corporate purposes. Fundamental change: If the Company undergoes a fundamental change (as defined under “Description of notes—Fundamental change permits holders to require us to purchase notesproceeds” in the Preliminary Offering Memorandum), investors will have the option to require the Company to purchase all or any portion that is equal to $1,000, or an integral multiple of $1,000 of their Notes. The fundamental change purchase price will be 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, to, but excluding, the fundamental change purchase date. The Company will pay cash for all notes so purchased. Adjustment to shares delivered upon conversion upon a make-whole fundamental change: The following table sets forth the number of additional shares of the Company’s common stock to be added to the conversion rate per $1,000 principal amount of Notes in connection with a “make-whole fundamental change” as described in the Preliminary Offering Memorandum for each stock price and effective date set forth below: Stock Price Effective date $31.52 $35.00 $40.00 $45.00 $50.00 $55.00 $60.00 $65.00 $70.00 $75.00 $80.00 $85.00 $90.00 March 22, 2010 5.8272 5.2568 4.3204 3.6327 3.1088 2.6977 2.3672 2.0961 1.8701 1.6790 1.5154 1.3739 1.2504 March 15, 2011 5.8272 5.2144 4.2516 3.5527 3.0257 2.6158 2.2888 2.0223 1.8012 1.6151 1.4563 1.3194 1.2002 March 15, 2012 5.8272 5.1689 4.1713 3.4575 2.9261 2.5175 2.1947 1.9339 1.7190 1.5392 1.3865 1.2553 1.1415 March 15, 2013 5.8272 5.1062 4.0662 3.3344 2.7980 2.3914 2.0742 1.8207 1.6138 1.4419 1.2970 1.1731 1.0660 March 15, 2014 5.8272 5.0781 3.9684 3.2034 2.6541 2.2456 1.9325 1.6861 1.4878 1.3250 1.1890 1.0736 0.9746 March 15, 2015 5.8272 5.0145 3.8220 3.0196 2.4577 2.0499 1.7445 1.5092 1.3233 1.1730 1.0492 0.9454 0.8570 March 15, 2016 5.8272 4.9192 3.6208 2.7726 2.1977 1.7942 1.5016 1.2828 1.1145 0.9817 0.8743 0.7858 0.7113 March 15, 2017 5.8272 4.7313 3.3098 2.4167 1.8381 1.4511 1.1836 0.9926 0.8516 0.7441 0.6597 0.5916 0.5353 March 15, 2018 5.8272 4.4126 2.8353 1.9010 1.3388 0.9929 0.7737 0.6295 0.5307 0.4599 0.4067 0.3651 0.3314 March 15, 2019 5.8272 3.7938 2.0101 1.0776 0.6083 0.3764 0.2611 0.2015 0.1680 0.1469 0.1320 0.1203 0.1106 March 15, 2020 5.8272 2.6727 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices and effective dates may not be set forth in the table above, in which case: • If the stock price is between two stock price amounts in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year. • If the stock price is greater than $90.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table), no additional shares will be added to the conversion rate. • If the stock price is less than $31.52 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table), no additional shares will be added to the conversion rate. Notwithstanding the foregoing, in no event will the total number of shares of common stock issuable upon conversion exceed 31.7259 per $1,000 principal amount of Notes, subject to adjustment in the same manner as the conversion rate as set forth under “Description of notes—Conversion rights—Conversion rate adjustments” in the Preliminary Offering Memorandum. Additional Information The table in “Capitalization” on page 37 of the Preliminary Offering Memorandum is amended to read as follows: As of December 31, 2009 Actual As adjusted for this offering (In thousands) Cash and cash equivalents $ 13,221 $ 18,809 Floorplan notes payable: Floorplan notes payable—credit facility $ 491,892 $ 491,892 Floorplan offset—credit facility (71,573 ) (71,573 ) Floorplan notes payable—manufacturer affiliates 115,180 115,180 Total floorplan notes payable $ 535,499 $ 535,499 Long-term debt:.
Appears in 1 contract
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. Xxxxx River Coal Company (the “Company”Nasdaq: JRCC) Ticker / ExchangeSecurity: GPI / The New York Stock Exchange (“NYSE”) Title of securities: 3.003.125% Convertible Senior Notes due 2020 (the “Notes”) 2018 Distribution: 144A without registration rights Aggregate principal amount offeredPrincipal Amount: $100,000,000 of Notes Offering price200,000,000 Overallotment Option: The Notes will be issued at a price of Up to $30,000,000 (solely to cover overallotments, if any) Maturity Date: March 15, 2018, unless earlier repurchased or converted Interest Rate: 3.125% per annum, accruing from March 29, 2011 Issue Price: 100% of their principal amount, plus accrued interest, if any, from March 2229, 2010. Over-allotment option2011 Interest Payment Dates: March 15 and September 15 of each year, beginning on September 15, 2011 Closing Sale Price on March 23, 2011: $15,000,000 of Notes Annual interest rate: 3.00% 24.26 per annum Closing stock priceshare Concurrent Public Offering Price: $31.52 23.50 per share of the Company’s common stock on the NYSE as of March 16, 2010 Initial Conversion premiumRate: 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 32.7332 shares of the CompanyJRCC’s common stock per $1,000 principal amount of Convertible Senior Notes Interest payment datesInitial Conversion Premium: March 15 and September 15, commencing on September 15, 2010 Maturity date: March 15, 2020, subject to earlier repurchase or conversion Approximately 30% over the Concurrent Public Offering Price Initial Conversion trigger pricePrice: Approximately $50.1930.55 per share of JRCC’s common stock Conversion Trigger Price: Approximately $39.72, which is 130% of the initial conversion price Initial Conversion Price Trade Date: March 24, 2011 Expected Settlement Date: Xxxxx 00, 0000 Xxxxxxxxxxxx: $1,000 and integral multiples thereof CUSIP/ISIN Numbers: 470355 AE8 / US470355AE83 Joint bookBook-running managersRunning Managers: X.X. Xxxxxx Deutsche Bank Securities Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated UBS Securities LLC Senior Co-managersManager: Barclays Capital Xxxxxxx Xxxxx & Associates, Inc. and Co-Managers: Xxxxx Fargo SecuritiesXxxxxx, Carret & Co., 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 SecuritiesXxxxxxx Xxxx & Company, 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 Xxxxxxx Rice & Company entered into convertible note hedge transactions with one or more affiliates of the initial purchasers or other financial institutions L.L.C. Macquarie Capital (the “option counterparties”USA) 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 to the Notes, the number of shares of the Company’s common stock underlying the Notes. Concurrently with entering into the convertible note hedge transactions, the Company also entered into warrant transactions with the option counterparties whereby the Company sold warrants to purchase, subject to adjustments, up to the same number of shares of the Company common stock. If the initial purchasers exercise their over-allotment option to purchase additional Notes, the Company may sell additional warrants and use a portion of the proceeds from the sale of the additional Notes, together with the proceeds from the sale of the additional warrants, to enter into additional convertible note hedge transactions. Inc. Use of proceeds: The Company estimates that Proceeds We expect to use the net proceeds from this offering will be approximately $96.7 million (or $111.3 million if the initial purchasers exercise their over-allotment option in full), after deducting the initial purchasers’ discount and estimated offering expenses. The Company intends to use approximately $14.5 million of the net proceeds from first $143,750,000 of Convertible Senior Notes (representing the Notes to pay the cost of the convertible note hedge transactions described in the immediately preceding caption (after such cost is partially offset by the proceeds to the Company from the sale of the warrant transactions described in the immediately preceding caption). The Company intends to use approximately $76.7 million of the net proceeds from this offering to redeem all $74.6 million in aggregate outstanding principal amount and overallotment option of the Company’s 8.25% senior subordinated notes due 2013 at a redemption price of 102.75% of their principal amount. The Company intends to use the remainder of the net proceeds from this offering for general corporate purposes. If the initial purchasers exercise their over-allotment option, the Company may use a portion of the net proceeds from the sale of the additional Convertible Senior Notes to enter into additional convertible note hedge and warrant transactions and for general corporate purposes. Fundamental change: If the Company undergoes a fundamental change (as defined under “Description of notes—Fundamental change permits holders to require us to purchase notes” in contemplated by the Preliminary Offering Memorandum), investors will have together with the net proceeds of the Concurrent Offerings and, if applicable, cash on hand, to pay a portion of the purchase price and other costs and expenses related to the IRP Acquisition and to repurchase the existing senior notes that are validly tendered and not validly withdrawn pursuant to the tender offer described under “Other Recent Developments” below (or, in the event that the tender offer is not consummated, to otherwise repurchase or redeem the existing senior notes), and any remaining proceeds for general corporate purposes, which may include acquiring or investing in businesses or other assets or repayment of outstanding debt; provided that, in the event that the IRP Acquisition is not consummated and we do not exercise our related option to require redeem the Company to purchase all or any portion that is equal to $1,000Convertible Senior Notes, or an integral multiple of $1,000 of their Notes. The fundamental change purchase price such net proceeds will be 100% used for general corporate purposes. We will use all net proceeds of this offering that are in addition to the net proceeds from the aggregate principal amount and overallotment option of Convertible Senior Notes contemplated by the Notes Preliminary Offering Memorandum to be purchased plus any accrued repurchase the existing senior notes that are validly tendered and unpaid interestnot validly withdrawn pursuant to the tender offer (or, toin the event that the tender offer is not consummated, but excluding, to otherwise repurchase or redeem the fundamental change purchase dateexisting senior notes) or for general corporate purposes not related to the IRP Acquisition. The Company will pay cash for all notes so purchased. Adjustment Adjustments to shares delivered upon conversion upon Conversion Rate Upon Conversion in Connection with a makeMake-whole fundamental changeWhole Fundamental Change or Optional Redemption: The following table sets forth the number of additional shares of by which the Company’s common stock to Conversion Rate shall be added to the conversion rate increased per $1,000 principal amount of Convertible Senior Notes upon a conversion in connection with a “make-whole fundamental change” change or JRCC’s exercise of its option to redeem the Convertible Senior Notes (as described in the Preliminary Offering Memorandum under “Description of Convertible Senior Notes—Optional Redemption”) for each stock price and effective date set forth below: Stock below (subject to adjustment as provided in the Preliminary Offering Memorandum): Effective Date Applicable Price Effective date $31.52 $35.00 $40.00 $45.00 $50.00 $55.00 $60.00 $65.00 $70.00 $75.00 $80.00 $85.00 $90.00 March 22, 2010 5.8272 5.2568 4.3204 3.6327 3.1088 2.6977 2.3672 2.0961 1.8701 1.6790 1.5154 1.3739 1.2504 March 1529, 2011 5.8272 5.2144 4.2516 3.5527 3.0257 2.6158 2.2888 2.0223 1.8012 1.6151 1.4563 1.3194 1.2002 March 15, 2012 5.8272 5.1689 4.1713 3.4575 2.9261 2.5175 2.1947 1.9339 1.7190 1.5392 1.3865 1.2553 1.1415 March 15, 2013 5.8272 5.1062 4.0662 3.3344 2.7980 2.3914 2.0742 1.8207 1.6138 1.4419 1.2970 1.1731 1.0660 March 15, 2014 5.8272 5.0781 3.9684 3.2034 2.6541 2.2456 1.9325 1.6861 1.4878 1.3250 1.1890 1.0736 0.9746 March 15, 2015 5.8272 5.0145 3.8220 3.0196 2.4577 2.0499 1.7445 1.5092 1.3233 1.1730 1.0492 0.9454 0.8570 March 15, 2016 5.8272 4.9192 3.6208 2.7726 2.1977 1.7942 1.5016 1.2828 1.1145 0.9817 0.8743 0.7858 0.7113 March 15, 2017 5.8272 4.7313 3.3098 2.4167 1.8381 1.4511 1.1836 0.9926 0.8516 0.7441 0.6597 0.5916 0.5353 March 15, 2018 5.8272 4.4126 2.8353 1.9010 1.3388 0.9929 0.7737 0.6295 0.5307 0.4599 0.4067 0.3651 0.3314 March 15, 2019 5.8272 3.7938 2.0101 1.0776 0.6083 0.3764 0.2611 0.2015 0.1680 0.1469 0.1320 0.1203 0.1106 March 15, 2020 5.8272 2.6727 $23.50 9.8199 9.8199 9.8199 9.8199 9.8199 9.8199 9.8199 9.8199 $25.00 9.6685 9.6000 9.5256 9.4789 9.4418 9.4012 8.3876 7.2668 $27.50 8.2311 8.2043 8.1968 8.1760 7.8965 7.3048 6.0548 3.6304 $30.00 7.0950 7.0757 6.9972 6.8162 6.4431 5.7483 4.3944 0.6001 $32.50 6.1800 6.1182 5.9897 5.7533 5.3246 4.5821 3.2174 0.0000 $35.00 5.4332 5.3425 5.1799 4.9099 4.4537 3.6985 2.3863 0.0000 $40.00 4.2954 4.1727 3.9778 3.6805 3.2175 2.5042 1.3838 0.0000 $45.00 3.4796 3.3464 3.1451 2.8505 2.4156 1.7811 0.8763 0.0000 $50.00 2.8736 2.7403 2.5447 2.2679 1.8737 1.3257 0.6100 0.0000 $60.00 2.0451 1.9254 1.7561 1.5269 1.2189 0.8234 0.3715 0.0000 $70.00 1.5156 1.4143 1.2746 1.0915 0.8558 0.5707 0.2690 0.0000 $80.00 1.1543 1.0703 0.9567 0.8116 0.6313 0.4227 0.2085 0.0000 $90.00 0.8953 0.8264 0.7344 0.6194 0.4805 0.3247 0.1655 0.0000 $100.00 0.7032 0.6465 0.5720 0.4805 0.3725 0.2541 0.1322 0.0000 $110.00 0.5566 0.5100 0.4495 0.3763 0.2915 0.2001 0.1054 0.0000 $120.00 0.4423 0.4040 0.3546 0.2958 0.2288 0.1575 0.0833 0.0000 The exact stock prices applicable price and effective dates date may not be set forth in the table above, in which case: • If case · if the stock actual applicable price is between two stock price amounts applicable prices listed in the table above, or the actual effective date is between two effective dates listed in the tabletable above, we will determine the number of additional shares will be determined by a straight-line linear interpolation between the number of additional shares set forth for the higher and lower stock price amounts applicable prices, or for the earlier and the two dates, as applicable, later effective dates based on a 365-day year. • If , as applicable; · if the stock actual applicable price is greater than $90.00 120.00 per share (subject to adjustment in the same manner as the stock prices set forth “applicable prices” in the column headings of the tabletable above), no additional shares we will be added to not increase the conversion rate. • If ; and · if the stock actual applicable price is less than $31.52 23.50 per share (subject to adjustment in the same manner as the stock prices set forth “applicable prices” in the column headings of the tabletable above), no additional shares we will be added to not increase the conversion rate. Notwithstanding However, we will not increase the foregoing, in no event conversion rate as described above to the extent the increase will cause the total number of conversion rate to exceed 42.5531 shares of common stock issuable upon conversion exceed 31.7259 per $1,000 principal amount of Convertible Senior Notes, subject to adjustment . We will adjust this maximum conversion rate in the same manner as in which, and for the same events for which, we must adjust the conversion rate as set forth described in the Preliminary Offering Memorandum under “Description of Convertible Senior Notes—Adjustments to the Conversion Rate”. Common Stock Offering: On March 23, 2011, JRCC and the underwriters for the Common Stock Offering agreed upon the following definitive terms for the Common Stock Offering: Offering Size: 6,650,000 shares Overallotment Option: 997,500 shares Price to Public: $23.50 per share Other Recent Developments: On March 22, 2011, JRCC announced that it is conducting a cash tender offer for any and all of the entire $150.0 million outstanding principal amount of its 9.375% existing senior notes due 2012. In connection with the tender offer, JRCC is also seeking consents to eliminate substantially all the covenants in the indenture governing the existing senior notes—Conversion rights—Conversion rate adjustments. The tender offer is scheduled to expire on April 18, 2011, subject to JRCC’s right to extend the tender offer. We expect that the aggregate consideration payable if JRCC acquires all of the existing senior notes in the tender offer would be approximately $152.3 million (which assumes all existing senior notes are tendered with consents on or prior to the consent deadline of April 4, 2011). The tender offer is being made pursuant to a separate Offer to Purchase and Consent Solicitation Statement, and neither this pricing term sheet nor the Preliminary Offering Memorandum is an offer to purchase or a solicitation of any consent with respect to the existing senior notes. The closing of the tender offer is conditioned on, among other things, the closing of the IRP Acquisition and our having obtained, from this offering, the Concurrent Offerings and/or other financing transactions, net proceeds sufficient to repurchase the existing senior notes and effect the closing of the IRP Acquisition. The tender offer is also conditioned on JRCC having received, at or prior to the early consent deadline, consents that have been validly delivered and not validly revoked in respect of a majority in aggregate principal amount of the existing senior notes not owned by JRCC or its affiliates, as well as other customary closing conditions. 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 Convertible Senior Notes or the offering thereof and should be read in conjunction with the Preliminary Offering Memorandum. This communication does not constitute an offer to sell or the solicitation of an offer to buy any Convertible Senior Notes in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The Convertible Senior Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Convertible Senior Notes are being offered and sold only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act). For details about eligible offers, deemed representations and agreements by investors and transfer restrictions, see “Notice to Investors” in the Preliminary Offering Memorandum. Additional Information The table in “Capitalization” on page 37 of the Preliminary Offering Memorandum is amended to read as follows: As of December 31ANY LEGENDS, 2009 Actual As adjusted for this offering (In thousands) Cash and cash equivalents $ 13,221 $ 18,809 Floorplan notes payable: Floorplan notes payable—credit facility $ 491,892 $ 491,892 Floorplan offset—credit facility (71,573 ) (71,573 ) Floorplan notes payable—manufacturer affiliates 115,180 115,180 Total floorplan notes payable $ 535,499 $ 535,499 Long-term debt: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.
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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. GPT Property Trust LP (the “Company”) Ticker / Exchange: GPI / The New York Stock Exchange (“NYSEIssuer”) Title of securitiesSecurities: 3.003.75% Convertible Exchangeable Senior Notes due 2020 2019 Guarantee: The notes will be fully and unconditionally guaranteed by Gramercy Property Trust Inc. (the “NotesGPT”) ). Aggregate principal amount offeredPrincipal Amount of Notes Offered: $100,000,000 of Notes Offering pricePrice: The Notes notes will be issued at a price of 100% of their principal amount, plus accrued interest, if any, from March 2224, 20102014. Initial Purchasers’ Option to Purchase Additional Notes to Cover Over-allotment optionAllotments: $15,000,000 aggregate principal amount of Notes Annual notes Interest Rate: The notes will bear interest rate: 3.00at a rate equal to 3.75% per annum from March 24, 2014. Interest Payment Dates: March 15 and September 15 of each year, beginning on September 15, 2014 Maturity Date: March 15, 2019, unless earlier repurchased or exchanged Optional Redemption: The notes will be subject to redemption at the Issuer’s option, in whole or in part, on any business day on or after March 20, 2017 if the last reported sale price of common stock has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Issuer provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund will be provided for the notes. NYSE Closing stock pricePrice of GPT Common Stock on March 18, 2014: $31.52 5.17 per share Exchange Premium: Approximately 20% above the New York Stock Exchange Closing Sale Price of GPT common stock on March 18, 2014 Initial Exchange Price: Approximately $6.20 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 GPT common stock Initial conversion rateExchange Rate: 25.8987 161.1863 shares of the Company’s GPT common stock per $1,000 principal amount of Notes Interest payment datesnotes Trade Date: Mxxxx 00, 0000 Xxxxxxxxxx Date: March 15 and September 1524, commencing on September 15, 2010 Maturity date2014 Sole Bookrunner: 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 Mxxxxx Sxxxxxx & Xxxxx Incorporated Co. LLC Co-managersLead Managers: Barclays RBC Capital Inc. and Xxxxx Fargo SecuritiesMarkets, LLC Other relationships of the co-managersJMP Securities LLC CUSIP Number: 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 36197S AA3 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 to the Notes, the number of shares of the Company’s common stock underlying the Notes. Concurrently with entering into the convertible note hedge transactions, the Company also entered into warrant transactions with the option counterparties whereby the Company sold warrants to purchase, subject to adjustments, up to the same number of shares of the Company common stock. If the initial purchasers exercise their over-allotment option to purchase additional Notes, the Company may sell additional warrants and use a portion of the proceeds from the sale of the additional Notes, together with the proceeds from the sale of the additional warrants, to enter into additional convertible note hedge transactions. US36197SAA33 Use of proceedsProceeds: The Company estimates Issuer expects that the net proceeds from this offering will be approximately $96.7 million (96.0 million, or approximately $111.3 110.5 million if the initial purchasers exercise their over-allotment option in full), after deducting the initial purchasers’ discount discounts and commissions and estimated offering expenses. The Company intends to Issuer will use approximately $14.5 million of the these net proceeds from the Notes to pay the cost of the convertible note hedge transactions described in the immediately preceding caption (after such cost is partially offset by the proceeds to the Company from the sale of the warrant transactions described in the immediately preceding caption). The Company intends to use approximately reduce amounts outstanding under its $76.7 150 million of the net proceeds from this offering to redeem all $74.6 million in aggregate outstanding principal amount of the Company’s 8.25% senior subordinated notes due 2013 at a redemption price of 102.75% of their principal amount. The Company intends to use the remainder of the net proceeds from this offering for secured revolving credit facility and conduct general corporate purposes. If , including acquisitions of its target assets consistent with the initial purchasers exercise their over-allotment option, the Company may use a portion of the net proceeds from the sale of the additional Notes to enter into additional convertible note hedge and warrant transactions Issuer’s investment strategies and for general corporate working capital purposes. Fundamental change: If the Company undergoes a fundamental change (as defined under See “Description Use of notesProceeds’ and “Plan of Distribution—Fundamental change permits holders to require us to purchase notesOther Relationships” in the Preliminary Offering Memorandum), investors will have the option to require the Company to purchase all or any portion that is equal to $1,000, or an integral multiple of $1,000 of their Notes. The fundamental change purchase price will be 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, to, but excluding, the fundamental change purchase date. The Company will pay cash for all notes so purchased. Memorandum Adjustment to shares delivered upon conversion Exchange Rate upon a makeMake-whole fundamental changeWhole Fundamental Change: The following table below sets forth the number of additional shares of by which the Company’s common stock to be added to the conversion exchange rate per $1,000 principal amount of Notes notes will be increased for a holder that exchanges its notes in connection with a “make-whole fundamental change” change as described under “Description of Notes—Exchange Rights—Adjustment to Exchange Rate Upon a Make-Whole Fundamental Change” in the Preliminary Offering Memorandum for each stock price and effective date set forth below: Stock Price Effective date $31.52 $35.00 $40.00 $45.00 $50.00 $55.00 $60.00 $65.00 $70.00 $75.00 $80.00 $85.00 $90.00 March 22, 2010 5.8272 5.2568 4.3204 3.6327 3.1088 2.6977 2.3672 2.0961 1.8701 1.6790 1.5154 1.3739 1.2504 March 15, 2011 5.8272 5.2144 4.2516 3.5527 3.0257 2.6158 2.2888 2.0223 1.8012 1.6151 1.4563 1.3194 1.2002 March 15, 2012 5.8272 5.1689 4.1713 3.4575 2.9261 2.5175 2.1947 1.9339 1.7190 1.5392 1.3865 1.2553 1.1415 March 15, 2013 5.8272 5.1062 4.0662 3.3344 2.7980 2.3914 2.0742 1.8207 1.6138 1.4419 1.2970 1.1731 1.0660 March 15, 2014 5.8272 5.0781 3.9684 3.2034 2.6541 2.2456 1.9325 1.6861 1.4878 1.3250 1.1890 1.0736 0.9746 March 15, 2015 5.8272 5.0145 3.8220 3.0196 2.4577 2.0499 1.7445 1.5092 1.3233 1.1730 1.0492 0.9454 0.8570 March 15, 2016 5.8272 4.9192 3.6208 2.7726 2.1977 1.7942 1.5016 1.2828 1.1145 0.9817 0.8743 0.7858 0.7113 March 15, 2017 5.8272 4.7313 3.3098 2.4167 1.8381 1.4511 1.1836 0.9926 0.8516 0.7441 0.6597 0.5916 0.5353 March 15, 2018 5.8272 4.4126 2.8353 1.9010 1.3388 0.9929 0.7737 0.6295 0.5307 0.4599 0.4067 0.3651 0.3314 March 15, 2019 5.8272 3.7938 2.0101 1.0776 0.6083 0.3764 0.2611 0.2015 0.1680 0.1469 0.1320 0.1203 0.1106 March 15, 2020 5.8272 2.6727 $ 5.17 $ 5.50 $ 6.00 $ 6.20 $ 7.00 $ 8.07 $ 9.00 $ 10.00 $ 12.50 $ 15.00 $ 20.00 $ 30.00 03/24/2014 32.2372 27.7419 20.8825 18.6684 12.3861 7.6891 5.4776 4.0929 2.4967 1.7927 1.0478 0.3717 03/15/2015 32.2372 28.0630 20.5395 18.1256 11.3592 6.5052 4.3802 3.1573 1.9114 1.4010 0.8443 0.3231 03/15/2016 32.2372 27.9778 19.6265 16.9543 9.5488 4.5715 2.7092 1.8459 1.1771 0.9051 0.5782 0.2623 03/15/2017 32.2372 27.1337 18.1553 15.2940 7.1488 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 03/15/2018 32.2372 24.4050 14.8325 11.9984 4.9741 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 03/15/2019 32.2372 20.6319 5.4804 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices price and effective dates date may not be set forth in the table above, in which case: • If · if the stock price is between two stock price amounts in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the next higher and next lower stock price amounts and the two earlier and later effective dates, as applicable, based on a 365-day year. • If ; · if the stock price is greater than $90.00 30.00 per share of GPT common stock (subject to adjustment in the same manner as the stock prices exchange rate as set forth under “Description of Notes—Exchange Rights—Exchange Rate Adjustments” in the column headings of the tablePreliminary Offering Memorandum), no additional shares will be added to the conversion rate. • If issued upon exchange; and · if the stock price is less than $31.52 5.17 per share of GPT common stock (subject to adjustment in the same manner as the stock prices exchange rate as set forth under “Description of Notes—Exchange Rights—Exchange Rate Adjustments” in the column headings of the tablePreliminary Offering Memorandum), no additional shares will be added to the conversion rateissued upon exchange. Notwithstanding the foregoing, in no event will the total number of shares of GPT common stock issuable upon conversion exchange exceed 31.7259 193.4235 per $1,000 principal amount of Notesnotes, subject to adjustment in the same manner as the conversion rate as set forth described under “Description of notesNotes—Conversion rightsExchange Rights—Conversion rate adjustmentsExchange Rate Adjustments” in the Preliminary Offering Memorandum. Additional Information The table in “Capitalization” on page 37 Memorandum and subject further to the provisions of the Preliminary Offering Memorandum is amended notes relating to read as follows: As of December 31, 2009 Actual As adjusted for this offering (In thousands) Cash and cash equivalents $ 13,221 $ 18,809 Floorplan notes payable: Floorplan notes payable—credit facility $ 491,892 $ 491,892 Floorplan offset—credit facility (71,573 ) (71,573 ) Floorplan notes payable—manufacturer affiliates 115,180 115,180 Total floorplan notes payable $ 535,499 $ 535,499 Long-term debt:the exchange share cap.
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