Joint Bookrunners. The Paying and Conversion Agent (and such other agents as may be appointed in respect of the Convertible Bonds) and the Joint Bookrunners might have conflicts of interests which could have an adverse effect to the interests of the Bondholders (e.g. they could (i) underwrite a deal for a similar issuer that reduces the price of the Convertible Bonds due to oversupply (though unlikely in the current environment), (ii) in the normal course of secondary trading business, decide to sell a portion of Convertible Bonds that they own in their portfolio and the price of the Convertible Bonds could fall as a result, (iii) underwrite a debt offering that increases the leverage of the Issuer, increasing perceived credit risk and therefore negatively impacting the market price of the Convertible Bonds). Potential investors should be aware that the Issuer is or may be involved in a general business relation or/and in specific transactions with the Paying and Conversion Agent and/or any of the Joint Bookrunners and that they might have conflicts of interests which could have an adverse effect to the interests of the Bondholders. Potential investors should also be aware that the Paying and Conversion Agent and each of the Joint Bookrunners may hold from time to time debt securities (including the Convertible Bonds), shares or/and other financial instruments of the Issuer. Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (i) Convertible Bonds are legal investments for it, (ii) Convertible Bonds can be used as collateral for various types of borrowing, and (iii) other restrictions apply to its purchase or pledge of any Convertible Bonds. The investors should consult their legal advisers to determine the appropriate treatment of Convertible Bonds under any applicable risk-based capital or similar rules. Applicable securities laws may limit the ability for certain investors to participate in the Offering or to own, purchase or sell the Convertible Bonds and/or the Ordinary Shares. Any downgrading in the credit rating of the Issuer may affect the trading price of the Convertible Bonds The Issuer is currently rated by Standard & Poor'1s ("Standard & Poor's") BBB/stable outlook for the long-term debt and A-2 for the sho...
Joint Bookrunners. As defined in the preamble hereto.
Joint Bookrunners. If to Deutsche Bank, to it at: Deutsche Bank AG, Hong Kong Branch Level 52, International Xxxxxxxx Xxxxxx 0 Xxxxxx Xxxx Xxxx Xxxxxxx Xxxx Xxxx Fax: +000 0000 0000 Attention: DCM/G3 If to Citi, to it at: Citicorp International Limited 50/F Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx 0 Xxxxxx Xxxx Xxxxxxx, Xxxx Xxxx Fax: +000 0000 0000 Attention: Debt Capital Markets, Hong Kong If to BofAML, to it at: Xxxxxxx Xxxxx International 0 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ United Kingdom Fax: +00 (0) 00 0000 0000 Attention: Syndicate Desk with simultaneous copy to: Xxxxxxx Xxxxx Far East Limited 15/F, Xxxxxxxx Xxxxx 0 Xxxxxx Xxxx Xxxx Xxxx Fax: +000 0000 0000 Attention: Transaction Management Group If to RBS, to it at: The Royal Bank of Scotland plc 38/F Xxxxxx Xxxx Xxxxxx 0 Xxxxx’x Xxxx Xxxxxxx Xxxx Xxxx Fax: +000 0000 0000 Attention: Desk Capital Markets with a copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx 00/X Xxxxx, Xxxxxxxxx Xxxxx Xxx Xxxxxxxx 00 Xxxxx’x Xxxx Xxxxxxx Xxxx Xxxx Fax: +000 0000 0000 Attention: Xxxxxxxx X. Xxxxx
Joint Bookrunners. The Company hereby confirms and acknowledges its appointment, to the exclusion of all others, of Huatai, Zhongtai International Securities Limited, Eddid Securities and Futures Limited, and BOCOM International Securities Limited to act as the joint bookrunners of the Global Offering, and each of Huatai, Zhongtai International Securities Limited, Eddid Securities and Futures Limited, and BOCOM International Securities Limited, relying on the Warranties and subject as hereinafter mentioned, hereby confirms its acceptance of such appointment.
Joint Bookrunners. The Bank of Nova Scotia Xxxxxxx Xxxxx Xxxxxx Xxxxxx and Xxxxx Incorporated BNP Paribas Securities Corp. Xxxxxx Xxxxxxx Senior Funding, Inc. The Bank of Tokyo-Mitsubishi UFJ, LTD.
Joint Bookrunners. 15.2 If one or more of the Underwriters fails to purchase its or their applicable percentages of the amount of Purchased Securities at the Time of Closing, the other Underwriter or Underwriters shall have the right, but shall not be obligated, to purchase on a pro-rata basis all, but not less than all, of the Purchased Securities which would otherwise have been purchased by the Underwriter or Underwriters which fail to purchase. In the event that such right is not exercised, the Underwriter or Underwriters which are able and willing to purchase shall be relieved of all obligations to the Corporation on submission to the Corporation of reasonable evidence of its or their ability and willingness to fulfill its or their obligations hereunder at the Time of Closing. Nothing in this Section 15.2 shall oblige the Corporation to sell to any or all of the Underwriters less than all of the aggregate amount of Purchased Securities or shall relieve any of the Underwriters in default hereunder from liability to the Corporation. After the Underwriters have made reasonable efforts to sell all the Common Shares at the offering price, the Underwriters may sell the Common Shares to the public at prices below the offering price.
Joint Bookrunners. Banco Bradesco BBI S.A. Banco Santander, S.A. BB Securities Ltd. Crédit Agricole Corporate and Investment Bank Deutsche Bank AG, London Branch HSBC Securities (USA) Inc. Co-Managers: Banca IMI S.p.A. Mitsubishi UFJ Securities International plc 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 offering will arrange to send you the prospectus or any prospectus supplement for this offering if you request it by calling Banco Bradesco BBI S.A. collect at 0-000-000-0000, Banco Santander, S.A. collect at 00-00-0000-0000, BB Securities Ltd. collect at 44-20-7367-5800, Crédit Agricole Corporate and Investment Bank toll-free at 0-000-000-0000, Deutsche Bank AG, London Branch toll-free at 1-800-503-4611 and HSBC Securities (USA) Inc. toll-free at 0-000-000-0000. The expenses of the offering, excluding the underwriting discount, are estimated to be U.S.$500,000 and will be borne by PifCo. The underwriters propose to offer the notes initially at the public offering price set forth on the cover page of the prospectus supplement and to dealers at that price less a selling concession not in excess of 0.25% of the principal amount of the notes. After the initial public offering of the notes, the public offering price and concession and discount to dealers may be changed.
Joint Bookrunners. Banco Santander, S.A., Barclays Bank Ireland PLC, BNP Paribas, BofA Securities Europe SA, Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft, X.X. Xxxxxx AG and Xxxxxx Xxxxxxx Europe SE. Co-Leads: Banco Bradesco BBI S.A., Banco de Sabadell, S.A., Danske Markets Inc., Intesa Sanpaolo S.p.A., Standard Chartered Bank AG, UNICAJA BANCO, S.A. CUSIP / ISIN: 05971K AJ8 / XS2342620924 Banco Santander has filed a registration statement (including a base prospectus and a related preliminary prospectus supplement) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the preliminary prospectus supplement, the base prospectus in that registration statement, and other documents Banco Santander has filed with the SEC for more complete information about Banco Santander and this offering. You may get these documents for free by searching the SEC online database (XXXXX®) at xxx.xxx.xxx. Alternatively, you may obtain a copy of the base prospectus and the preliminary prospectus supplement from Banco Santander, S.A. by calling toll free 0-000-000-0000 , Barclays Bank Ireland PLC by calling toll free 0-000-000-0000, BNP Paribas by calling toll free +00 00 0000 0000, BofA Securities Europe SA by calling toll free 1-800-294-1322, Citigroup Global Markets Europe AG by calling toll free 1-800-831-9146, Deutsche Bank Aktiengesellschaft by calling toll free 1-800-503-4611, X.X. Xxxxxx AG by calling collect 0-000 000-0000 and Xxxxxx Xxxxxxx Europe SE by calling toll free 0-000-000-0000. Capitalized terms used but not defined in this term sheet have the meanings set forth in the base prospectus as supplemented by the preliminary prospectus supplement. The distribution of this termsheet and the offering of the securities to which this termsheet relates (the “Euro Notes”) may be restricted by law in certain jurisdictions and therefore persons into whose possession this termsheet comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions could result in a violation of the laws of any such jurisdiction.
Joint Bookrunners. Barclays and MLPFS, together with any Additional Commitment Party appointed as a joint lead arranger and/or joint bookrunner for the Term Facility in accordance with the Commitment Letter, will act as the joint lead arrangers and joint bookrunners for the Term Facility (in such capacities, the “Arrangers”) and will perform the duties customarily associated with such roles. Lenders: A syndicate of banks, financial institutions and other entities, including the Initial Lenders, arranged by the Arrangers in consultation with the Borrower, but excluding Disqualified Lenders (the “Lenders”).
Joint Bookrunners. X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. CUSIP: 00000XXX0 ISIN: US57772KAA97 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 PROSPECTUS RELATING TO THE OFFERING MAY BE OBTAINED BY CALLING EITHER X.X. XXXXXX SECURITIES INC. COLLECT AT 0-000-000-0000 OR XXXXXXX, XXXXX & CO. TOLL-FREE AT 0-000-000-0000. ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. WE EXPECT TO DELIVER THE NOTES AGAINST PAYMENT FOR THE NOTES ON OR ABOUT THE DATE SPECIFIED IN THE LAST PARAGRAPH OF THE COVER PAGE OF THE PROSPECTUS SUPPLEMENT, WHICH WILL BE THE FIFTH BUSINESS DAY FOLLOWING THE DATE OF THE PRICING OF THE NOTES. UNDER RULE 15C6-1 OF THE EXCHANGE ACT, 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 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 ALTERNATE SETTLEMENT ARRANGEMENT TO PREVENT A FAILED SETTLEMENT. * 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. Annex A Form of Opinion of Outside Counsel for the Company
