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. Citigroup Global Markets Inc. Barclays Capital Inc. Credit Agricole Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Xxxxx Fargo Securities, LLC Co-Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated BMO Capital Markets Corp. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities LLC Scotia Capital (USA) Inc. Banco Bilbao Vizcaya Argentaria, S.A. Capital One Southcoast, Inc. Comerica Securities, Inc. TD Securities (USA) LLC Mitsubishi UFJ Securities (USA), Inc. U.S. Bancorp Investments, Inc. Changes from Preliminary Memorandum Description of Notes “Incurrence of Indebtedness and Issuance of Preferred Stock” on p. 114 of the Preliminary Offering Memorandum: The amount permitted to be incurred pursuant to clause (1) shall be reduced to the greater of (i) $750.0 million and (ii) $260.0 million plus 35.0% of QR Energy’s Adjusted Consolidated Net Tangible Assets determined on the date of such incurrence. “Registration Rights; Additional Interest” on p. 134 of the Preliminary Offering Memorandum: Each reference to “400th day” shall be amended to “365th day.” This communication is intended for the sole use of the person to whom it is provided by the sender. These securities have not been registered under the Securities Act of 1933, as amended, and may only be sold to qualified institutional buyers pursuant to Rule 144A or pursuant to another applicable exemption from registration. 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. Exhibit A FORM OF OPINION OF PARTNERSHIP COUNSEL
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. Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Schedule C
Running Managers. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxxx Xxxxx & Associates, Inc. RBC Capital Markets, LLC Senior Co-Managers: Deutsche Bank Securities Inc. Sch.IV-3 Xxxxxxxxx LLC KeyBanc Capital Markets Inc. Co-Managers: BB&T Capital Markets, a division of BB&T Securities, LLC Capital One Securities, Inc. U.S. Bancorp Investments, Inc. The Issuer has filed a registration statement (including a prospectus dated June 20, 2016 and a preliminary prospectus supplement dated November 2, 2017) with the 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 related preliminary prospectus supplement 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 website at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 1-800-294-1322, Xxxxxx X. Xxxxx & Co. Incorporated at 0-000-000-0000; Xxxxxxx Xxxxx & Associates, Inc. at 0-000-000-0000; or RBC Capital Markets, LLC at 0-000-000-0000.
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. U.S. Bancorp Investments, Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxxxxx Inc. Fixed-to-Floating Rate Subordinated Notes due 2027 Issuer: First Busey Corporation (the “Company”) Security: Fixed-to-Floating Rate Subordinated Notes (the “Subordinated Notes”) Principal Amount: $60,000,000 Price to Public: 100% of face amount Stated Maturity Date: May 25, 2027 Coupon: From and including May 25, 2017, to but excluding May 25, 2022 at an initial rate of 4.75% per annum and thereafter at an annual floating rate equal to three-month LIBOR as determined for the applicable quarterly period, plus a spread of 2.919% Interest Payment Dates: From and including May 25, 2017 to May 25, 2022, each May 25th and November 25th of each year, commencing on November 25, 2017 and thereafter each February 25th, May 25th, August 25th and November 25th of each year, commencing on August 25, 2022 Day Count: From and including May 25, 2017 to but excluding May 25, 2022, 30/360 and thereafter, a 360 day year and the actual number of days elapsed
Running Managers. X.X. Xxxxxx Securities LLC Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Xxxxxxx, Sachs & Co. Xxxxxx Xxxxxxx & Co. LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Xxxxx Fargo Securities, LLC Co-managers: Credit Agricole Securities (USA) Inc. Mitsubishi UFJ Securities (USA), Inc. Scotia Capital (USA) Inc. SMBC Nikko Capital Markets Limited CUSIP/ISIN Numbers: CUSIP: 00000XXX0 ISIN: US23918KAP30 Trade Date: August 14, 2012 Settlement Date: August 28, 2012 (T+10)
