Source and Amount of Funds. ... 16 11. Background of the Offer; Past Contacts, Transactions or Negotiations with the Company ........................................ 16 12. Purpose of the Offer and the Merger; Plans for the Company ........... 17 13. The Merger Agreement, the Option Agreement and the Guarantee ......... 18 14. Certain Conditions to the Offeror's Obligations ...................... 29 15.
Source and Amount of Funds. 22 13. Certain Conditions of the Offer ................................. 22 14.
Source and Amount of Funds. The total cost to the Fund of purchasing 1,902,606 of its issued and outstanding Shares pursuant to the Offer would be $14,231,493 (based on a price per Share of $7.48, 95% of the NAV as of the close of the regular trading session of the NYSE on October 19, 2001). On October 19, 2001, the aggregate value of the Fund's net assets was $99,871,810. To pay the aggregate purchase price of Shares accepted for payment pursuant to the Offer, the Fund anticipates that funds will first be derived from any cash on hand and then from the proceeds from the sale of portfolio securities held by the Fund. The selection of which portfolio securities to sell, if any, will be made by CSAM, taking into account investment merit, relative liquidity and applicable investment restrictions and legal requirements. The Fund is authorized to borrow money for temporary or emergency purposes, and to the extent the Fund does not have sufficient resources through cash on hand and the disposition of portfolio securities to purchase Shares in the Offer, it intends to finance a portion of the Offer through temporary borrowing. The Fund and other investment companies or portfolios thereof advised by CSAM are parties to a $200 million committed, unsecured line of credit (the "Facility") with a syndicate of banks for which Deutsche Bank AG, New York Branch acts as the administrative agent, The Bank of Nova Scotia acts as syndication agent, BNP Paribas acts as documentation agent and State Street Bank and Trust Company acts as operations agent. The Facility is intended primarily to cover temporary or emergency needs of the Funds. Amounts drawn under the Facility bear interest at the overnight Federal Funds rate plus 50 basis points per annum. Any amounts drawn under the Facility will be repaid from the sale of the Fund's portfolio securities. The Fund may specify the term of the borrowing, up to 60 days, at the time the loan is drawn down. The amounts available to be drawn down by the Fund under the Facility will depend upon the level of borrowings by other funds that are parties to the Facility, and accordingly it is possible that the Fund may not be able to borrow under the Facility the amounts desired. Because the Fund may sell portfolio securities to raise cash for the purchase of Shares, during the pendency of the Offer, and possibly for a short time thereafter, the Fund may hold a greater than normal percentage of its assets in cash and cash equivalents. As of October 19, 2001, cash and c...
Source and Amount of Funds. We estimate that we will need approximately $5.3 billion to purchase all of the Shares pursuant to the Offer and to complete the Merger. The Offer is not conditioned upon Parent’s or Purchaser’s ability to finance the purchase of Shares pursuant to the Offer. Oracle, through itself or one or more of its subsidiaries, will provide Purchaser with sufficient funds to purchase all Shares validly tendered in the Offer and, upon the terms and subject to the conditions set forth in the Merger Agreement, to complete the Merger following the consummation of the Offer. Oracle expects to obtain the necessary funds from cash on hand.
Source and Amount of Funds. Purchaser believes that the financial condition of Parent, Purchaser and their respective affiliates is not material to a decision by a holder of Shares whether to tender such Shares in the Offer because (i) Purchaser was organized solely in connection with the Offer and the Merger and, prior to the Expiration Date, will not carry on any activities other than in connection with the Offer and the Merger; (ii) the Offer is being made for all outstanding Shares solely for cash; (iii) if Purchaser consummates the Offer, Purchaser expects to acquire all remaining Shares for the same cash price in the Merger; and (iv) the Purchaser has received equity and debt commitments sufficient to purchase all of the Shares tendered pursuant to the Offer and, together with cash at AMPAC, will have sufficient funds to consummate the Merger. The Offer is not subject to any financing condition. Parent and Purchaser estimate that the total funds required to complete the Offer and the Merger, to repay debt of AMPAC, to pay related transaction fees and expenses, and to fund working capital at the Merger Closing will be approximately $501.5 million. Purchaser anticipates funding these payments with a combination of Debt Financing and Equity Financing (as defined below) as described herein and, certain cash on hand of AMPAC. Funding of the Debt Financing and Equity Financing is subject to the satisfaction of various conditions set forth in the commitment letters pursuant to which the Debt Financing and Equity Financing will be provided which are described below under “—Equity Financing” and “—Debt Financing.” Under the Merger Agreement, Parent and Purchaser are permitted to amend, replace, supplement or otherwise modify or grant waivers of any of its rights under the financing commitments without the written consent of AMPAC, unless such amendment, replacement, supplement or other modification or waiver would: • reduce the aggregate amount of the financing; or • impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the Debt Financing or Equity Financing in a manner that would reasonably be expected to (i) delay or prevent the timely funding of the financing (or satisfaction of the conditions to the financing) on the Expiration Date or the Closing Date or (ii) adversely impact the ability of Parent, Purchaser or AMPAC, as applicable, to enforce its rights against other parties to the Debt Commitment Letter and Equity Commitment Letter (as ...
Source and Amount of Funds. 18 11. Contacts and Transactions with the Company; Background of the Offer........................................... 18 12. Purpose of the Offer; The Merger Agreement; Plans for the Company............................................ 19 13.
Source and Amount of Funds. Source of Funds. Xxxxxx Development Company and C.S. Finance L.L.C. are prepared to purchase all of the remaining outstanding Preferred B shares of Xxxxx not owned by Xx. Xxxxxx or Xxxxxx Development (up to 287,468 shares) at $3.00 per share. Assuming that the maximum number of shares sought is purchased at $3 per share, we expect that the maximum aggregate cost, including all expenses, will be approximately $870,000. The source of funds for this Offer is a contribution of cash as follows: Xxxxxx Development Company $100,000 CS Finance L.L.C. $ 270,000 Bank Line of credit* $ 500,000 Total $870,000 * "Borrowed Funds" section below. There are no conditions to the above financing, which is in place and sufficient to pay for all tendered shares.
Source and Amount of Funds. 17 10. Background of the Offer; Contacts with Signal ................................... 18 11.
Source and Amount of Funds. The Offer is not conditioned on any specific financing arrangements. The total amount of funds required by Purchaser to consummate the Offer and the Merger and to pay related fees and expenses is estimated to be approximately $155.8 million. Purchaser plans to obtain the funds needed for the Offer and the Merger through capital contributions and/or loans that will be made by Crane to Purchaser. To make those contributions or loans, Crane expects to use its existing cash resources and funds borrowed under its existing line of credit pursuant to the Credit Agreement (defined below). See Section 14 of this Offer to Purchase. Crane and certain of its subsidiaries are parties to a Multicurrency Credit Agreement, dated as of November 18, 1998 (the "Credit Agreement"), with the Bank of New York, as Syndication Agent, Fleet National Bank, as Documentation Agent, Chase Manhattan Bank and First Union National Bank, as Co-Agents, First National Bank of Chicago, as Administrative Agent, and other lenders. Pursuant to the Credit Agreement, Crane may borrow, on an unsecured basis, up to $300 million. Xxxxx'x current outstanding borrowings under the Credit Agreement are approximately $45 million. The Credit Agreement contains representations and warranties, conditions precedent, covenants, events of default and other provisions believed by Xxxxx to be generally found in similar agreements. The borrowings under the Credit Agreement are either Alternate Base Rate Loans or Eurocurrency Loans. The Alternate Base Rate is the greater of (a) the rate announced periodically by First National Bank of Chicago or (b) the rate published each day by the Federal Reserve Bank of New York plus one-half (.5%) percent, plus, in either case, the applicable margin, which changes depending upon Xxxxx'x corporate credit rating at the time of borrowing. The Eurocurrency Rate is the rate deposits are offered to banks in London's interbank market two business days prior to the first day of the interest period or, if no such rate exists, the rate for deposits approximately equal to such interest period, divided by one minus the reserve requirement, plus the applicable margin, which changes depending upon Xxxxx'x corporate credit rating at the time of borrowing. The Eurocurrency Rate may be fixed for one-, two-, three- or six-month periods, at Crane's option. The effective interest rate for Xxxxx'x currently outstanding borrowings under the Credit Agreement is 1.52% per annum. The foregoing summar...
Source and Amount of Funds. The consummation of the Offer is conditioned upon, among other things, Parent having received that portion of the financing necessary to consummate the Offer and the Merger contemplated by the Commitment Letter dated July 7, 1995 from Chemical Bank and Chemical Securities Inc. (the "Commitment Letter"). See Section 14. The Purchaser estimates that approximately $641 million will be required to acquire all of the Shares pursuant to the Offer and the Merger. The Purchaser expects to obtain these funds from capital contributions and/or loans from Parent. Such funds, in turn, are expected to be obtained from borrowings under a $1.5 billion credit facility to be established with a syndicate of financial institutions (the "Credit Facility"). The Credit Facility is to be used (i) to finance the purchase of the Shares pursuant to the Offer and the Merger and to pay fees and expenses thereof, (ii) to refinance the existing indebtedness of the Company, (iii) to refinance Parent's existing $500 million revolving credit facility (the "Existing Facility") and (iv) for general corporate purposes. Pursuant to the Commitment Letter, Chemical Bank has committed to provide the Credit Facility. The commitment and agreements of Chemical Bank under the Commitment Letter are subject to customary conditions, including, among other things, (i) that there shall not have occurred and be continuing any change in general financial, bank or capital conditions which materially and adversely affects the ability of Chemical Bank to extend credit or syndicate loans of a nature similar to the Credit Facility and (ii) the negotiation, execution and delivery of definitive documentation with respect to the Credit Facility. Amounts available to be drawn down under the Credit Facility will decrease semi-annually during each year by semi-annual reductions in increasing amounts starting at $25 million. The commitment of Chemical Bank with respect to the Credit Facility will terminate on September 30, 1995 if definitive documentation evidencing the Credit Facility has not been entered into prior to such date and the Offer shall not have been consummated. The Credit Facility will be guaranteed by all of Parent's direct and indirect wholly-owned domestic subsidiaries. The Credit Facility and such guarantees will be secured by a pledge of all of the capital stock of Parent's direct and indirect wholly-owned domestic subsidiaries, including the Company, the pledge of the capital stock of Parent's dire...
