Terms Applicable to the Notes Sample Clauses

Terms Applicable to the Notes. Change of Control Upon a Change of Control Triggering Event, each Holder may require the Issuer to repurchase at 101%, plus accrued and unpaid interest, if any. Trade Date May 1, 2023 Use of Proceeds We estimate that our net proceeds from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $3,186,000,000. We intend to use the net proceeds from this offering for the repayment of near-term maturities and for general corporate purposes. Prior to such repayment, we may temporarily repay borrowings outstanding under our senior secured asset-based revolving credit facility. Denominations $2,000 and integral multiples of $1,000 Form of Offering SEC Registered (Registration No. 333-271537) Joint Book-Running Managers BofA Securities, Inc. Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC Barclays Capital Inc. Capital One Securities, Inc. Xxxxxxx Xxxxx & Co. LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. Co-Managers Credit Agricole Securities (USA) Inc. Fifth Third Securities, Inc. Scotia Capital (USA) Inc. BNP Paribas Securities Corp. CIBC World Markets Corp. DNB Markets, Inc. PNC Capital Markets LLC Regions Securities LLC Settlement Date May 4, 2023 (T+3) We expect that delivery of the notes will be made to investors on or about May 4, 2023, which will be the third business day following the date of this pricing term sheet (such settlement being referred to as “T+3”). 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 notes prior to the delivery of the notes hereunder 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. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors. The issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the United States Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prosp...
Sample 1
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Terms Applicable to the Notes. Issuers: 1011778 B.C. Unlimited Liability Company and New Red Finance, Inc. Securities Description: 3.875% First Lien Senior Secured Notes due 2028 Distribution: 144A/Regulation S without registration rights Aggregate Principal Amount: $750,000,000, which represents an increase of $250,000,000 from the offering size in the Preliminary Offering Memorandum Gross Proceeds: $750,000,000 Maturity: January 15, 2028 Coupon: 3.875% Issue Price: 100.000% plus accrued interest, if any, from September 24, 2019 Yield to Maturity: 3.875% Spread to Treasury: +235 bps Benchmark: UST 2.75% due February 15, 2028 Interest Payment Dates: March 15 and September 15, commencing March 15, 2020 Equity Clawback: Up to 40% at 103.875% prior to September 15, 2022 Optional Redemption: Make-whole call @ T+50 basis points prior to September 15, 2022 then on or after September 15 of the years set forth below: Year Percentage2022 ......................................................... 101.938.%2023 ......................................................... 100.969.%2024 and thereafter .................................. 100.000% Change of Control: Putable at 101% of principal plus accrued and unpaid interest Trade Date: September 6, 2019 Settlement: We expect that the notes will be delivered to investors in bookentry form through The Depository Trust Company on or about September 24, 2019, which will be twelve (12) business days following the date of pricing of the notes (this settlement cycle is being referred to as “T + 12”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, 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 hereof or on the next nine succeeding business days will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to make such trades should consult their own advisors. CUSIP: 144A: 68245X AH2Reg S: C6900P AF6 ISIN: 144A: US68245XAH26Reg S: USC6900PAF65 Denominations/Multiple: 2,000 x 1,000 Ratings*: Ba2 / BB Joint Booking-Running Managers: Xxxxxx Xxxxxxx & Co. LLCJ.X. Xxxxxx Securities LLCWells Fargo Securities, LLCRBC Capital Markets, LLCBarclays Capital Inc. Co-Managers: BofA Securities, Inc.Rabo Securities USA, Xxx.XXXX Securities (USA) Inc.MUFG Securities Americas Inc.BMO Capital Markets Corp.Xxxxxx...
Sample 1
Terms Applicable to the Notes. Issuer HCA Holdings, Inc. Aggregate Principal Amount $1,000,000,000 Title of Security 6.25% Senior Notes due 2021 Maturity February 15, 2021 Spread to Treasury 462 basis points Benchmark Treasury UST 1.625% due November 15, 2022 Coupon 6.25% Public Offering Price 100% plus accrued interest, if any, from December 6, 2012 Yield to Maturity 6.25% Interest Payment Dates February 15 and August 15 of each year, beginning on August 15, 2013 Record Dates February 1 and August 1 of each year Gross Proceeds $1,000,000,000 Underwriting Discount 1.125% Net Proceeds to Issuer before Expenses $988,750,000 Annex A-1-1 Optional Redemption (Make Whole Call) The notes will be redeemable, at our option, at any time in whole or from time to time in part, at a redemption, or “make-whole,” price equal to the greater of: (i) 100% of the aggregate principal amount of the notes to be redeemed, and (ii) an amount equal to sum of the present value of the remaining scheduled payments of principal of and interest on the notes to be redeemed (excluding accrued and unpaid interest to the redemption date and subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date) discounted from their scheduled date of payment to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 50 basis points plus, in each of the above cases, accrued and unpaid interest, if any, to such redemption date.
Sample 1
Terms Applicable to the Notes 
Sample 1

Related to Terms Applicable to the Notes

  • Additional Terms applicable to the Transaction Adjustments applicable to the Transaction: Potential Adjustment Events: Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment under the Indenture to the “Conversion Rate” or the composition of a “unit of Reference Property” or to any “Last Reported Sale Price,” “Daily VWAP,” “Daily Conversion Value” or “Daily Settlement Amount” (each as defined in the Indenture). For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment shall be made to the terms of the Transaction, on account of (x) any distribution of cash, property or securities by Counterparty to holders of the Convertible Notes (upon conversion or otherwise) or (y) any other transaction in which holders of the Convertible Notes are entitled to participate, in each case, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding sentence (including, without limitation, pursuant to the fourth sentence of Section 14.04(c) of the Indenture or the fourth sentence of Section 14.04(d) of the Indenture). Method of Adjustment: Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent, acting in good faith and in a commercially reasonable manner, shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction. Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:

  • Additional Procedures Applicable to High Value Accounts 1. If a Preexisting Individual Account is a High Value Account as of December 31, 2013, the Reporting [FATCA Partner] Financial Institution must complete the enhanced review procedures described in paragraph D of this section with respect to such account by December 31, 2014. If based on this review, such account is identified as a U.S. Reportable Account, the Reporting [FATCA Partner] Financial Institution must report the required information about such account with respect to 2013 and 2014 in the first report on the Account. For all subsequent years, information about the account should be reported on an annual basis.

  • Copies of any Amendments and Supplements to the Prospectus The Company agrees to furnish the Representatives, without charge, during the Prospectus Delivery Period, as many copies of the Prospectus and any amendments and supplements thereto as the Representatives may request.

  • Incorporation of Prompt Payment Policy Statement into Contracts The provisions of this Exhibit shall apply to all Payments as they become due and owing pursuant to the terms and conditions of this Agreement, notwithstanding that NYSERDA may subsequently amend its Prompt Payment Policy by further rulemaking.

  • Copies of any Amendments and Supplements to a Prospectus The Company will furnish the Placement Agent, without charge, during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies of any Prospectus or prospectus supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.

  • General Provisions Applicable to Loans and Letters of Credit 5.1 Procedure for Borrowing by the Company

  • Provisions Applicable to Certain Agreements The provisions in this section are applicable only to the types of orders specified in the first sentence of each subsection. If this Agreement is not of the type described in the first sentence of a subsection, then that subsection does not apply to the Agreement.

  • COMPLIANCE WITH EPA REGULATIONS APPLICABLE TO GRANTS SUBGRANTS, COOPERATIVE AGREEMENTS, AND CONTRACTS Contractor certifies compliance with all applicable standards, orders, regulations, and/or requirements issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as amended (13 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15.

  • Compliance with Securities Regulations and Commission Requests; Payment of Filing Fees The Operating Partnership, subject to Section 3(e), will comply with the requirements of Rule 430B and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement or new registration statement relating to the Notes shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or the filing of a new registration statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Operating Partnership becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Notes. The Operating Partnership will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Operating Partnership will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. The Operating Partnership shall pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1) (i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

  • Compliance with Applicable Laws; Distribution of Prospectus and Reports; Confirmations In connection with its respective activities hereunder, each party agrees to abide by the Conduct Rules of FINRA and all other rules of self-regulatory organizations of which the relevant party is a member, as well as all laws, rules and regulations, including federal and state securities laws, that are applicable to the relevant party (and its associated persons) from time to time in connection with its activities hereunder (“Applicable Laws”). You are authorized to distribute to your customers the current Prospectus, as well as any supplemental sales material received from the Fund or the Distributor (acting on behalf of the Fund) (on the terms and for the period specified by us or stated in such material). You are not authorized to distribute, furnish or display any other sales or promotional material relating to a Fund without our prior written approval, but you may identify the Funds in a listing of mutual funds available through you to your customers. Unless otherwise mutually agreed in writing, you shall deliver or cause to be delivered to each customer who purchases shares of any Funds from or through you, copies of all annual and interim reports, proxy solicitation materials, and any other information and materials relating to such Funds and prepared by or on behalf of the Funds or us. If required by Rule 10b-10 under the Securities Exchange Act or other Applicable Laws, you shall send or cause to be sent confirmations or other reports to your customers containing such information as may be required by Applicable Laws.

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