Purchasers Preamble. Resale Shelf Registration Statement Section 1.1 Shelf Offering Section 1.7 Subsequent Holder Notice Section 1.5 Subsequent Shelf Registration Statement Section 1.3 Take-Down Notice Section 1.7 Underwritten Offering Section 1.6(a) Underwritten Offering Notice Section 1.6(a)
Purchasers Preamble. Registration Rights Agreement Section 1.2(b)(1) Required Purchasers Section 3.7 SEC Section 2.1(a)(3) SEC Documents Section 2.1(f)(1) Section 4.3 Opt-Out Section 4.3(g) Securities Act Section 2.1 Shares Section 1.1
Purchasers Preamble. Schedule 14D-9 Section 2.2(a) Schedule TO Section 2.1(b) SEC Section 2.1(a) Securities Act Section 4.6(a) SEC Reports Section 4.6(a) subsequent offering period Section 2.1(a)
Purchasers Preamble. Purchasers’ Proposed Calculations 2.4(a) Restricted Period 5.7 Restricted Persons 5.5(a) Seller Disclosure Schedule ARTICLE 3 Sellers Preamble Shares 2.1 Tax Information Certificate 2.6(a) IV Third Party Claim 9.4(a) Third Party Intellectual Property 3.13
Purchasers Preamble. Purchase Price 2.1 Substitute Purchaser Undertaking 8.4(b) Supplying Purchasers 8.18
Purchasers Preamble. Resale Shelf Registration Statement Section 1.1 Shelf Offering Section 1.7 Subsequent Holder Notice Section 1.5 Subsequent Shelf Registration Statement Section 1.3 Take-Down Notice Section 1.7 Underwritten Offering Section 1.6(a) Underwritten Offering Notice Section 1.6(a) ANNEX III Pandora Announces $150 Million Investment by KKR OAKLAND, Calif. - May 8, 2017 - Pandora (NYSE: P) today announced it has entered into an agreement for a $150 million strategic investment from KKR. In connection with the investment, Xxxxxxx Xxxxxxx, KKR’s Head of Media & Communications Private Equity investing in the Americas, will join Pandora’s Board of Directors. "We are happy to be partnering with KKR on this investment," said Naveen Chopra, chief financial officer at Pandora. "A strong balance sheet gives us the ability to accelerate growth investments when appropriate and to compete aggressively in a rapidly changing, complex market." “We are excited to support the long-term growth of Pandora with this investment,” said Xxxxxxx. “A true pioneer in digital music, we believe that Pandora is uniquely positioned over the long term given the sheer size of its user base, the quality of its new subscription services and the fact that it has created one of the few scaled streaming media businesses in the US. The launch of Pandora Premium is yet another example of innovation at a company that created the modern-day music recommendation engine. And we believe that the next few years should be transformational for the company." Under the terms of the investment, KKR will purchase an aggregate of $150 million in a new designated Series A convertible preferred stock of Pandora. Pandora will pay dividends to the holders of the preferred stock quarterly at an annualized rate of 7.5% if paid in cash or 8% if paid in kind, at its option. The Series A preferred stock is convertible into common stock, cash or a combination thereof at a conversion price of $13.50 per share. The offering may be upsized to a total of $250 million should the Company determine to issue additional shares. The offering is subject to customary closing conditions, including regulatory approval, and it is not expected to close earlier than June 8, 2017. The Offering is also subject to a customary fiduciary termination right in favor of Pandora. Additional information may be found in the Form 8-K that will be filed with the U.S. Securities and Exchange Commission relating to the transaction. The investment is being ma...
