The Offers. Inland Real Estate Corporation, a Maryland corporation (the “Company”), intends to make an offer (such offer, as described in the Preliminary Prospectus (as defined below), as amended or supplemented, together with the Consent Solicitation (as defined below), the “Exchange Offer”) to holders of its outstanding 4.625% Convertible Senior Notes due 2026 (the “Existing Convertible Notes”) to exchange up to $125.0 million aggregate principal amount of the Existing Convertible Notes for consideration consisting of new 5.0% Convertible Senior Notes due 2029 of the Company (the “New Convertible Notes”) on the terms and subject to the conditions described in the Preliminary Prospectus and the Letter of Transmittal and Consent (as defined below). The New Convertible Notes will be convertible into duly and validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share (the “Common Stock”) of the Company (such shares, the “Conversion Shares”), on the terms and subject to the conditions set forth in the New Indenture (as defined below). The New Convertible Notes and the Conversion Shares are referred to collectively herein as the “Exchange Securities.” Concurrently, the Company plans to make an offer (such offer, as described in the Preliminary Prospectus, as amended or supplemented, together with the related Consent Solicitation, the “Tender Offer” and, together with the Exchange Offer, the “Offers”) to holders of the Existing Convertible Notes to tender the Existing Convertible Notes for cash up to a maximum tender amount of $15.0 million. Concurrently with making the Offers described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of the Existing Convertible Notes (such solicitation, as described in the Preliminary Prospectus, as amended or supplemented, the “Consent Solicitation”) to certain amendments to the Existing Convertible Notes and the Existing Indenture (as defined below). Subject to the terms and conditions described in the Preliminary Prospectus, if Consents are received from the holders of a majority in principal amount of the Existing Convertible Notes and are accepted by the Company, the proposed amendments (the “Amendments”) shall be adopted as to the Existing Convertible Notes upon the execution of a supplement to the Existing Indenture entered into between the Company and the Existing Trustee (as defined below) (the “Supplemental Indenture”). The Existing Convertible Notes were issued pursuant to an indenture, dated as of November 13, 2006 (the “Existing Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association (as successor-in-interest to LaSalle Bank National Association), as trustee (the “Existing Trustee”). The New Convertible Notes are to be issued under an indenture (the “New Indenture”), dated as of the settlement date for the Offers (the “Closing Date”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “New Trustee”).
Appears in 1 contract
The Offers. Inland Real Estate Corporation, a Maryland corporation (the “Company”), intends to make an offer (such offer, as described in the Preliminary Prospectus (as defined below), as amended or supplemented, together with the Consent Solicitation (as defined below), the “Exchange Offer”) to holders of its outstanding 4.625% Convertible Senior Notes due 2026 (the “Existing Convertible Notes”) to exchange up to $125.0 million aggregate principal amount of the Existing Convertible Notes for consideration consisting of new 5.0% Convertible Senior Notes due 2029 of the Company (the “New Convertible Notes”) on the terms and subject to the conditions described in the Preliminary Prospectus and the Letter of Transmittal and Consent (as defined below). The New Convertible Notes will be convertible into duly and validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share (the “Common Stock”) of the Company (such shares, the “Conversion Shares”), on the terms and subject to the conditions set forth in the New Indenture (as defined below). The New Convertible Notes and the Conversion Shares are referred to collectively herein as the “Exchange Securities.” Concurrently, the Company plans to make an offer (such offer, as described in the Preliminary Prospectus, as amended or supplemented, together with the related Consent Solicitation, the “Tender Offer” and, together with the Exchange Offer, the “Offers”) to holders of the Existing Convertible Notes to tender the Existing Convertible Notes for cash up to a maximum tender amount of $15.0 million. Concurrently with making the Offers described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of the Existing Convertible Notes (such solicitation, as described in the Preliminary Prospectus, as amended or supplemented, the “Consent Solicitation”) to certain amendments to the Existing Convertible Notes and the Existing Indenture (as defined below). Subject to the terms and conditions described in the Preliminary Prospectus, if Consents are received from the holders of a majority in principal amount of the Existing Convertible Notes and are accepted by the Company, the proposed amendments (the “Amendments”) shall be adopted as to the Existing Convertible Notes upon the execution of a supplement to the Existing Indenture entered into between the Company and the Existing Trustee (as defined below) (the “Supplemental Indenture”). The Existing Convertible Notes were issued pursuant to an indenture, dated as of November 13, 2006 (the “Existing Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association (as successor-in-interest to LaSalle Bank National Association), as trustee (the “Existing Trustee”). The New Convertible Notes are to be issued under an indenture (the “New Indenture”), dated as of the settlement date for the Offers (the “Closing Date”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “New Trustee”).
Appears in 1 contract