Running Managers. X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Citigroup Global Markets Inc. Listing: The Notes will not be listed on any securities exchange. CUSIP Number: 03762U AA3 ISIN Number: US03762UAA34 Increase in Conversion Rate Upon Conversion Upon a Make-whole Fundamental Change: The following table sets forth the number of additional shares by which the conversion rate will be increased per $1,000 principal amount of Notes for each stock price and effective date set forth below: Stock Price Effective Date $16.42 $17.00 $17.50 $18.06 $18.50 $19.00 $19.50 $20.00 $20.50 $21.00 $21.50 $22.00 March 17, 2014 5.5364 4.1366 3.1621 2.2422 1.6241 1.0445 0.5892 0.2713 0.0930 0.0197 0.0011 0.0000 March 15, 2015 5.5364 4.9220 3.8574 2.8458 2.1591 1.5001 0.9603 0.5382 0.2443 0.0811 0.0156 0.0003 March 15, 2016 5.5364 5.4247 4.2925 3.2110 2.4724 1.7629 1.1743 0.7025 0.3550 0.1403 0.0369 0.0041 March 15, 2017 5.5364 5.5090 4.3334 3.2143 2.4533 1.7276 1.1307 0.6597 0.3212 0.1200 0.0299 0.0024 March 15, 2018 5.5364 4.9790 3.7732 2.6489 1.9013 1.2133 0.6828 0.3165 0.1104 0.0242 0.0014 0.0000 March 15, 2019 5.5364 3.4586 1.7780 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 prices in the table or the effective date is between two effective dates in the table, the number of additional shares by which the conversion rate will be increased will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365- or 366-day year, as applicable; • if the stock price is greater than $22.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate; and • if the stock price is less than $16.42 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate Notwithstanding the foregoing, in no event will the conversion rate be increased pursuant to the provisions described in the Preliminary Prospectus Supplement under the caption “Description of Notes—Conversion Rights—Increase in Conversion Rate Upon Conversion Upon a ...
Running Managers. Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC Barclays Capital Inc. Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC SG Americas Securities, LLC Citizens Capital Markets, Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. NatWest Markets Securities Inc. Co-Managers: Natixis Securities Americas LLC BNP Paribas Securities Corp. X. Xxxxxxx & Co., LLC The Xxxxxxxx Capital Group, L.P. Trade Date: May 7, 2019 Settlement Date: May 9, 2019 (T+2). Ratings1: Ba3 (Xxxxx’x) / BB- (S&P) / BB+ (Kroll)
Running Managers. Xxxxx Fargo Securities, LLC Barclays Capital Inc. Credit Suisse Securities (USA) LLC Goldman, Sachs & Co. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC SunTrust Robinson Humphrey, Inc. Co-managers: Credit Agricole Securities (USA) Inc. Mitsubishi UFJ Securities (USA), Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. CUSIP/ISIN Numbers: CUSIP: 23918K AQ1 ISIN: US23918KAQ13 Trade Date: June 10, 2014 Settlement Date: June 13, 2014 (T+3) Use of Proceeds: We intend to use the net proceeds from this offering to repay, concurrently with the closing of this offering, a portion of our Term Loan B and Term Loan B-2 borrowings outstanding under our current senior secured credit facilities and to pay fees and expenses related to this offering. Pending application of the net proceeds from the offering of the notes for the purposes described above, we may temporarily invest the net proceeds in short-term investments. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, when available, if you request it by contacting (i) Wells Fargo Securities, LLC at (800) 326-5897 or cmclientsupport@wellsfargo.com, (ii) Barclays Capital Inc. at (888) 603-5847 or Barclaysprospectus@ xxxxxxxxxx.xxx, (iii) BofA Merrill Lynch at 222 Broadway, New York, NY 10038, Attention: Prospectus Department, or email dg.prospectus_requests@baml.com, (iv) Credit Suisse Securities (USA) LLC at (800) 221-1037 or Newyork.prospectus@credit-suisse.com, (v) Goldman, Sachs & Co. at (866) 471-2526 or prospectus-ny@ny.email.gs.com, (vi) J.P. Morgan Securities LLC at (800) 245-8812, (vii) Morgan Stanley & Co. LLC at (866) 718-1649 and (viii) SunTrust Robinson Humphrey, Inc. at (404) 926-5052.
Running Managers. Wxxxx Fargo Securities, LLC BofA Securities, Inc. RBC Capital Markets, LLC Joint Lead Managers: Credit Suisse Securities (USA) LLC Gxxxxxx Sxxxx & Co. LLC Co-Managers: BMO Capital Markets Corp. Boenning & Scattergood, Inc. JMP Securities LLC Kxxxx, Bxxxxxxx & Wxxxx, Inc. Pxxxx Xxxxxxx & Co. *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The underwriters expect to deliver the depositary shares on or about December 9, 2020, which is the fifth U.S. business day following the date hereof (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the depositary shares prior to the second business day prior to the closing of the offering will be required, by virtue of the fact that the depositary shares initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement. The issuer has filed a registration statement, including a prospectus and a preliminary prospectus supplement, with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement in the registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Wxxxx Fargo Securities, LLC toll-free at 1-000-000-0000; BofA Securities, Inc. toll-free at 1-800-294-1322; or RBC Capital Markets, LLC toll-free at 1-000-000-0000.
Running Managers. Banco Santander, S.A. Barclays Bank PLC Xxxxxxx, Sachs & Co. Société Générale Joint Co-Managers: Banco Bilbao Vizcaya Argentaria, S.A. UBS Limited Allocations: 2036 Notes Banco Santander, S.A. € 117,500,000 Barclays Bank PLC 117,500,000 Xxxxxxx, Xxxxx & Co. 117,500,000 Société Générale 117,500,000 Banco Bilbao Vizcaya Argentaria, S.A. 15,000,000 UBS Limited 15,000,000 Total € 500,000,000
Running Managers. Banco Santander, S.A. Barclays Bank PLC Credit Suisse Securities (Europe) Limited Deutsche Bank AG, London Branch HSBC Bank plc X.X. Xxxxxx Securities plc Société Générale Joint Co-Managers: Banco Bilbao Vizcaya Argentaria S.A. UBS AG, London Branch Allocations: 2026 Notes 2031 Notes 2039 Notes Banco Santander, S.A. 67,000,000 100,500,000 100,500,000 Barclays Bank PLC 67,000,000 100,500,000 100,500,000 Credit Suisse Securities (Europe) Limited 67,000,000 100,500,000 100,500,000 Deutsche Bank AG, London Branch 67,000,000 100,500,000 100,500,000 HSBC Bank plc 67,000,000 100,500,000 100,500,000 X.X. Xxxxxx Securities plc 67,000,000 100,500,000 100,500,000 Société Générale 67,000,000 100,500,000 100,500,000 Banco Bilbao Vizcaya Argentaria S.A. 15,500,000 23,250,000 23,250,000 UBS AG, London Branch 15,500,000 23,250,000 23,250,000 Total € 500,000,000 € 750,000,000 € 750,000,000 * Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in two 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 settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. MiFID II professionals/ECPs-only/No PRIIPs KID – Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the notes are not available to retail investors in the European Economic Area.
Running Managers. Citigroup Global Markets Inc., HSBC Securities (USA) Inc., ING Financial Markets LLC, X.X. Xxxxxx Securities LLC, RBC Capital Markets, LLC and UBS Securities LLC Co-Lead Managers: BMO Capital Markets Corp., DBS Bank Ltd., Lloyds Securities Inc. and Scotia Capital (USA) Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal at any time, and each rating should be evaluated independently of any other rating.
Running Managers. Citigroup Global Markets Inc. Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated UBS Securities LLC Co-Manager: Valores Banistmo S.A. *Note: A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement dated September 26, 2017. This communication shall not constitute an offer to sell or the solicitation of any offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of such securities under the securities law of any such jurisdiction. This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Axx 0000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents. The securities are not intended to be sold and should not be sold to retail clients in the EEA, as defined in the rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, as amended or replaced from time to time, other than in circumstances that do not and will not give rise to a contravention of those rules by any person. Prospective investors are referred to the section headed “Restrictions on marketing and sales to retail investors” on page i of the Preliminary Prospectus Supplement for further information. The issuer has filed a registration statement (including a prospectus and prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement, the documents incorporated by reference therei...
Running Managers. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated PNC Capital Markets LLC Scotia Capital (USA) Inc. Xxxxxx, Xxxxxxxx & Company Incorporated Senior Co-Managers: BMO Capital Markets Corp. Credit Agricole Securities (USA) Inc. RBS Securities Inc. Co-Managers: UBS Securities LLC Xxxxx Xxxxxx, Carret & Co., LLC FBR Capital Markets & Co. Xxxxxx Xxxx Incorporated Xxxxxxxxx Capital Partners, LLC Changes to the Prospectus Supplement: First Quarter 2010 Results For the first fiscal quarter of 2010, we expect our revenues, net income and net income per share to be lower than our revenues, net income and net income per share for the first fiscal quarter of 2009. Concurrent notes offering: Concurrently with this offering of common stock, we are offering $1,500,000,000 aggregate principal amount of 8.000% senior notes due 2017 and $1,250,000,000 aggregate principal amount of 8.250% senior notes due 2020 in accordance with Rule 144A and Regulation S under the Securities Act of 1933, as amended. We estimate that the net proceeds of the concurrent notes offering will be approximately $2,697.7 million, after deducting commissions payable to the initial purchasers and estimated offering expenses payable by us. The concurrent offering of senior notes will not be registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction, and the senior notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The senior notes will only be offered to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act.
Running Managers. Xxxxxx Xxxxxxx & Co. LLC (All notes) Xxxxxxx, Sachs & Co. (All notes) X.X. Xxxxxx Securities LLC (All notes) Citigroup Global Markets Inc. (All notes) RBS Securities Inc. (All notes) Mitsubishi UFJ Securities (USA), Inc. (2023 notes) U.S. Bancorp Investments, Inc. (2020 notes) Co-Managers: Fifth Third Securities, Inc. (All notes) Mitsubishi UFJ Securities (USA), Inc. (2020 notes) PNC Capital Markets LLC (All notes) U.S. Bancorp Investments, Inc. (2023 notes) Global Settlement: Through The Depository Trust Company, Euroclear or Clearstream, Luxembourg The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offerings will arrange to send you the prospectus if you request it by calling Xxxxxx Xxxxxxx & Co. LLC toll-free 0-000-000-0000, Xxxxxxx, Sachs & Co. toll-free 0-000-000-0000, or X.X. Xxxxxx Securities LLC collect 0-000-000-0000. Prospectus Supplement Dated August 7, 2013 Prospectus Dated July 30, 2013 SCHEDULE III Underwriter Principal Amount of 5.200% Notes due 2020 to be purchased Principal Amount of 5.800% Notes due 2023 to be purchased Xxxxxx Xxxxxxx & Co. LLC $ 105,000,000 $ 105,000,000 Xxxxxxx, Sachs & Co. $ 84,000,000 $ 84,000,000 X.X. Xxxxxx Securities LLC $ 84,000,000 $ 84,000,000 Citigroup Global Markets Inc. $ 31,500,000 $ 31,500,000 RBS Securities Inc. $ 17,500,000 $ 17,500,000 Mitsubishi UFJ Securities (USA), Inc. $ 7,000,000 $ 17,500,000 U.S. Bancorp Investments, Inc. $ 17,500,000 $ 7,000,000 Fifth Third Securities, Inc. $ 1,750,000 $ 1,750,000 PNC Capital Markets LLC $ 1,750,000 $ 1,750,000 Total $ 350,000,000 $ 350,000,000 Exhibit A-1 OPINION OF COUNSEL FOR THE COMPANY The opinion of Xxxxx Xxxxx LLP, outside counsel for the Company, to be delivered pursuant to Section 5(c) of Underwriting Agreement, shall be to the effect that:
