Resources Corporation. Guarantors The notes will be jointly and severally guaranteed by all the Issuer’s current restricted subsidiaries and by any future restricted subsidiaries that guarantee the Issuer’s indebtedness under a credit facility. Title of Securities 6.75% Senior Notes due 2025 (the “Notes”) Aggregate Principal Amount $850,000,000 Use of Proceeds We estimate the net proceeds of this offering will be approximately $835.1 million after deducting the initial purchasers’ discounts and commissions and excluding accrued interest. We intend to use the net proceeds from the sale of the notes offered hereby to purchase any and all of our outstanding 8.625% Senior Secured Notes due 2020 (“2020 notes”) tendered in the tender offer, to redeem any 2020 notes that are not tendered and to pay fees, premiums and expenses and accrued and unpaid interest related to the tender offer or redemption, and for general corporate purposes. Distribution 144A / Regulation S with registration rights Maturity Date February 15, 2025 Issue Price 100%, plus accrued interest, if any, from February 16, 2017 Coupon 6.75% Yield to Maturity 6.75% Spread to Treasury +445 basis points Benchmark Treasury UST 2.0% due February 15, 2025 Interest Payment Dates February 15 and August 15 of each year, beginning on August 15, 2017 Record Dates February 1 and August 1 of each year Trade Date February 9, 2017 Settlement Date February 16, 2017 (T+5) It is expected that delivery of the Notes will be made against payment therefor on or about February 16, 2017, which is the fifth business day following the date hereof (such settlement cycle being referred to as ‘‘T+5’’). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+ 5, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of pricing should consult their own advisors. Optional Redemption On or after February 15, 2020, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month perio...
Resources Corporation. By: --------------------------- Name: Title: INDEMNITEE ------------------------------ Name: ------------------------- Address: ---------------------- ------------------------------
Resources Corporation. By: /s/ Barth E. Whitham ----------------------------------------- Name: Barth E. Whitham Title: Presidxxx xxx Chief Operating Officer WESTPORT ENERGY LLC: By: WESTPORT INVESTMENTS LIMITED, its Managing Member By: /s/ Robert A. Haas ------------------------------------ Name: Robert A. Haas Title: Vicx Xxxxxxxxx ERI INVESTMENTS, INC.: By: /s/ Kenneth J. Kubacki ----------------------------------------- Name: Kenneth J. Kubacki Title: Vicx Xxxxxxxxx MEDICOR FOUNDATION: By: /s/ Ursula Haas ----------------------------------------- Name: Ursula Haas Title: President By: /s/ Michael Russell ----------------------------------------- Name: Michael Russell Title: Member xx Xxxxxxx /s/ Robert A. Belfer --------------------------------------------- ROBERT A. BELFER /s/ Jack Saltz --------------------------------------------- JACK SALTZ SALTZ INVESTMENT GROUX, XXX: Xx: /x/ Xack Saltz ----------------------------------------- Name: Jack Saltz Title: Manager anx Xxxxxx JACK & ANITA SALTZ FOUNDATION: By: /x/ Jxxx Xxxxx ----------------------------------------- Name: Jack Saltz Title: President THE ROBERT A. AND RENEE E. BELFER FAMIXX XXXXXXTION: By: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: Trustex xxx Xxxxx BELFER CORP.: By: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: Presixxxx BELWEST PETROLEUM, INC.: Xx: /x/ Xxxxxx X. Xxxxxx ----------------------------------------- Name: Robert A. Belfer Title: Presxxxxx A&B INVESTORS, INC.: By: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: ________________________________ RENEE HOLDINGS PARTNERSHIP, L.P.: Xx: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: Genexxx Xxxxxxx THE LAURENCE D. BELFER FAMILY FOUNDATION: Xx: /x/ Xxxxxnce D. Belfer ----------------------------------------- Name: Laurence D. Belfer Title: Trxxxxx xxx Xxxxx LDB CORP.: By: /s/ Laurence D. Belfer ----------------------------------------- Name: Laurence D. Belfer Title: Prxxxxxxx
Resources Corporation. By: --------------------------------- Name: Xxxx X. Xxxxxxxxx Title: President INVESTOR: CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors, LLC Its: General Partner By: --------------------------------- Name: Xxxx Xxxxxx Title: Portfolio Manager EXHIBIT A FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Stock Trans Inc. 00 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxx Xxxxxxx Re: DALECO RESOURCES CORPORATION ---------------------------- Ladies and Gentlemen: We are counsel to Daleco Resources Corporation, a Nevada corporation (the "COMPANY"), and have represented the Company in connection with that certain Equity Line of Credit Agreement (the "EQUITY LINE OF CREDIT Agreement") entered into by and between the Company and Cornell Capital Partners, LP (the "INVESTOR") pursuant to which the Company issued to the Investor shares of its Common Stock, par value $0.01 per share (the "COMMON STOCK"). Pursuant to the Equity Line of Credit Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the "1933 ACT"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ____, the Company filed a Registration Statement on Form ________ (File No. 333-_____________) (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling stockholder thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, XXXXXXXXXXX & XXXXXXXX LLP By: --------------------------------- cc: CORNELL CAPITAL PARTNERS, LP
Resources Corporation. Guarantors The notes will be guaranteed on a senior unsecured basis by the Issuer’s current subsidiaries and by any future restricted subsidiaries that guarantee the Issuer’s indebtedness under a credit facility. Title of Securities 8 7/8% Senior Notes due 2021 (the “Notes”) Aggregate Principal Amount $600,000,000 Distribution 144A / Regulation S with Registration Rights Maturity Date May 15, 2021 Issue Price 105.000%, plus interest accrued from November 6, 2012 Coupon 8.875% Yield to Worst 7.787% Interest Payment Dates May 15 and November 15 of each year, beginning on May 15, 2013 Record Dates May 1 and November 1 of each year Trade Date January 9, 2013 Settlement Date January 14, 2013 (T+3) Optional Redemption On or after November 15, 2016, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on November 15 of the years indicated below: Year Price 2016 104.438 % 2017 102.219 % 2018 and thereafter 100.000 % Equity Clawback Up to 35% at 108.875% prior to November 15, 2015 Make-Whole Redemption Make-whole redemption at Treasury Rate + 50 basis points prior to November 15, 2016 Change of Control Put 101% plus accrued and unpaid interest (following a Rating Decline) Joint Global Coordinators Xxxxx Fargo Securities, LLC RBC Capital Markets, LLC Joint Book-Running Managers X.X. Xxxxxx Securities LLC Barclays Capital Inc. Xxxxxxx, Xxxxx & Co. Co-Managers BMO Capital Markets Corp. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Capital One Southcoast, Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. ING Financial Markets LLC Natixis Securities Americas LLC RBS Securities Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Credit Suisse Securities (USA) LLC Comerica Securities, Inc. KeyBanc Capital Markets Inc. Scotia Capital (USA) Inc. CUSIP Numbers Rule 144A: 40537Q AC4 Regulation S: U4057P AC9 ISIN Numbers Rule 144A: US40537QAC42 Regulation S: USU4057P AC96 Denominations Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof All information (including financial information) presented in the Preliminary Offering Memorandum is deemed to have changed to the extent affected by the changes described herein.
Resources Corporation. Attention: Corporate Secretary The undersigned hereby elects to purchase, pursuant to the provisions of the Warrant to Purchase Common Stock issued by Rockdale Resources Corporation, a Colorado corporation (the “Company”) and held by the undersigned, ___________ shares of Common Stock of the Company. Choose one below: ______ Payment of the Exercise Price per Share required under the Warrant accompanies this Subscription. OR ______ The undersigned elects to exercise this Warrant pursuant to the net issue exercise provisions of Section 5. The undersigned hereby represents and warrants that the undersigned is acquiring such Shares for his own account for investment purposes only, and not for resale or with a view to distribution of such Shares or any part thereof. Date: WARRANTHOLDER: EXHIBIT *** DO NOT SIGN Signature Print Name Title Address: Name in which Shares should be registered:
Resources Corporation. If the name change is approved, Borrower intends to cause the names of the majority of its Subsidiaries to also be changed.
Resources Corporation. (1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
Resources Corporation. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- SCHEDULE C Form of Notice to Underlying Company NOTICE OF PLEDGE OF OWNERSHIP INTEREST TO: _________________ (the "Company")
Resources Corporation. By: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Series B Fixed Rate Notes described in the within-mentioned Indenture. STATE STREET BANK AND TRUST COMPANY, as Trustee By: ------------------------------------- Authorized Signatory THE DOE RUN RESOURCES CORPORATION 11 1/4% Senior Note due 2005, Series B
