Base Return definition

Base Return means the Rockpoint Class A Base Return, the MC Class A Base Return and/or the RRT Base Return, as the context requires.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Base Return means, as of any date of determination, in respect of the Loans, the return on capital of the Lenders as calculated pursuant to clause (a) of the definition of “Multiple on Invested Capital” and will be achieved if the Multiple on Invested Capital in respect of the Loans as of such date equals or exceeds 1.35 to 1.00; provided that if Payment in Full on this Note occurs on or prior to the

Base Return means (i) prior to the third anniversary of the original issuance of the Reorganized Preferred Equity (the “Closing Date”), an amount per share equal to the greater of (x) an “IRR” of 14.0% and (y) a 1.5x “MOIC”; (ii) on or after the third anniversary of the Closing Date but before the fourth anniversary of the Closing Date, an amount per share equal to the greater of (x) an “IRR” of 15.0% and (y) a 1.7x “MOIC”; (iii) on or after the fourth anniversary of the Closing Date but before the fifth anniversary of the Closing Date, an amount per share equal to the greater of (x) an “IRR” of 16.0% and (y) a 1.9x “MOIC”; or (iv) on or after the fifth anniversary of the Closing Date, an amount per share equal to the greater of (x) an “IRR” of 17.0% and (y) a 2.1x “MOIC”. The definitions of “IRR” and “MOIC” shall be set forth in the definitive documentation and calculated using the Initial Liquidation Preference. “Deemed Liquidation Event” means any of the following: (i) the lease of all or substantially all of the assets of the Company or the sale of all or substantially all of the Company’s assets (in each case whether in one transaction or a series of transactions); (ii) upon an acquisition of the Company by another person or entity by means of any transaction or series of transactions (including any reorganization, merger, merger of equals, business combination, consolidation or share transfer) (x) where the holders of the Reorganized Common Equity and Reorganized Preferred Equity of the Company immediately preceding such transaction own, immediately following such transaction, less than 75% of the voting securities of the Company or (y) where the gross proceeds are greater than or equal to an amount equal to 25% of the enterprise value of the Company; (iii) if any person (including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and the rules of the SEC thereunder) is or becomes the “beneficial owner” (as determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, except that a person will be deemed to own any securities that such person has a right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 25% or more of the total voting power of all classes of voting stock; (iv) on the first day on which a majority of the members of the board of directors of the Company does not consist of Conti...

Examples of Base Return in a sentence

• Also assume that during the year, the accrued Base Return for Rockpoint and RRT are $18M and $72M, respectively, there is no Deficiency or Distribution Make-Whole applicable, and there have been no adjustments to the RRT Initial Capital Contribution (so that Rockpoint has an initial Capital Account of $300M and RRT has an initial Capital Account of $1.2B).

• Any amounts earned and received with respect to Synthetic Deposits during any applicable Investment Period in excess of the Base Return shall be for the account of the Administrative Agent.

• Notwithstanding anything to the contrary in this Agreement, the Cayman Borrower shall not be liable for any losses due to (i) the misappropriation of any Base Return or Synthetic Revolving Deposit or (ii) the failure of the Administrative Agent to pay the Synthetic Revolving Deposit Return to any Lender (it being understood and agreed for greater certainty that this clause shall not limit any obligation of the Cayman Borrower hereunder to pay any Participation Fee).

• Notwithstanding the foregoing, (1) no Member shall be required to agree to any restrictive covenants, including non-competition or other restrictions affecting the operation of such Member’s business and (2) the Company shall not enter into or consummate a Sale Transaction that does not result in the achievement of the Base Return for all Class B Units without the prior written consent of the Class B Representative (in its sole and absolute discretion).

• Any amounts earned and received with respect to Synthetic Revolving Deposits during any applicable Investment Period in excess of the Base Return shall be for the account of the Administrative Agent.

More Definitions of Base Return

Base Return means 100% of the Face Value, as increased (without duplication, but for the avoidance of doubt including any accrual and any cumulation) by any Accrued Distributions.

Base Return means an amount equal to the Adjusted LIBO Rate for the applicable Investment Period if such deposit were deemed to be a LIBO Rate Loan hereunder for such Investment Period (exclusive of any Applicable Margin that would otherwise be applicable thereto).

Base Return means, with respect to a Pre-Funded L/C Deposit for any Investment Period, an amount equal to the Eurodollar Rate for the applicable Investment Period.

Base Return means an IRR, as calculated using the Microsoft Excel XIRR function, of 10% on the principal amount of Amberstone’s Subordinated Note based upon the cash flows distributed to Amberstone pursuant to Section 5.1 with respect to their Subordinated Note.

Base Return means, with respect to any outstanding Class B Unit at any time of determination, an IRR equal to 7.875% based on the issuance price of such Class B Unit, which on the date of this Agreement is $10.00 per Class B Unit, provided, that the calculation of “Base Return” shall include any amounts paid in respect of such Class B Unit pursuant to Article XII, which amounts paid pursuant to Article XII shall be allocated equally among the Class B Units for purposes of such calculation.

Base Return means an amount equal to the Eurodollar Basis for the applicable Investment Period as if such deposit were deemed to be a Eurodollar Option Loan hereunder for such Investment Period (exclusive of any Applicable Margin that would be applicable thereto).

Base Return means, in respect of the Synthetic Revolving Deposits for any Investment Period, an amount equal to the sum of the product calculated for each day during such Investment Period of (x) the aggregate amount of the Synthetic Revolving Deposits as of such day less the principal amount of Synthetic Revolving Loans that have not been reimbursed pursuant to Section 2.1.3(d)(i) as of such day multiplied by (y) the difference of (i) the LIBO Rate (Reserve Adjusted) for such Investment Period if such Synthetic Revolving Deposits were deemed to be a LIBO Rate Loan hereunder (exclusive of any Applicable Margin that would otherwise be applicable thereto) minus (ii) an amount equal to ten basis points per annum, in each case, computed on the basis of a year of 360 days and payable for the actual number of days elapsed occurring during such Investment Period.