|
|
 | | | |
- close
- close
- close
- close
| |||||||||
These excerpts taken from the RGC 8-K filed Jul 15, 2009. Indenture
On July 15, 2009, $400.0 million in aggregate principal amount of the Notes were sold to the Initial Purchasers at a price equal to 97.561% of their face value. The Notes are to be resold by the Initial Purchasers pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). The Notes are governed by an indenture, dated as of July 15, 2009 (the “Indenture”), between the Issuer, the Company and certain subsidiaries of the Issuer named as guarantors therein and U.S. Bank National Association, as trustee (the “Trustee”).
The Notes will bear interest at a rate of 8.625% per year, payable semiannually in arrears in cash on July 15 and January 15 of each year, commencing on January 15, 2010. The Notes will mature on July 15, 2019.
The Notes will be the Issuer’s general senior unsecured obligations and they will: (i) rank equally in right of payment with all of the Issuer’s existing and future senior unsecured indebtedness; (ii) rank senior in right of payment to all of the Issuer’s existing and future subordinated indebtedness, including the Issuer’s existing 9 3/8% senior subordinated notes due 2012; (iii) be effectively subordinated to all of the Issuer’s existing and future secured indebtedness, including all borrowings under the existing credit facility, to the extent of the value of the collateral securing such indebtedness; and (iv) be structurally subordinated to all existing and future indebtedness and other liabilities of any of the Issuer’s subsidiaries that is not a guarantor of the Notes.
The Notes will be fully and unconditionally guaranteed on a joint and several senior unsecured basis (the “Guarantees”) by the Company and all of the Issuer’s existing and future domestic restricted subsidiaries that guarantee its other indebtedness (collectively, the “Guarantors”). The Guarantees will be the Guarantors’ general senior unsecured obligations and they will: (i) rank equally in right of payment with all of the Guarantors’ existing and future senior unsecured indebtedness, including the Company’s 6 ¼% convertible senior notes due 2011; (ii) rank senior in right of payment to all of the Guarantors’ existing and future subordinated indebtedness, including the guarantees of the Issuer’s existing 9 3/8% senior subordinated notes due 2012; (iii) be effectively subordinated to all of the Guarantors’ existing and future secured indebtedness, including the guarantees under the existing credit facility, to the extent of the value of the collateral securing such indebtedness; and (iv) be structurally subordinated to all existing and future indebtedness and other liabilities of any of the Guarantors’ subsidiaries that is not a guarantor of the Notes.
Prior to July 15, 2014, the Issuer may redeem all or any part of the Notes at its option at 100% of the principal amount plus a make-whole premium. The Issuer may redeem the Notes in whole or in part at any time on or after July 15, 2014 at the following redemption prices: (i) during 2014, 104.313%, (ii) during 2015, 102.875%, (iii) during 2016, 101.438% and (iv) 2017 and thereafter, 100.000%, of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to July 15, 2012, the Issuer may redeem up to 35% of the original aggregate principal amount of Notes from the net proceeds of certain equity offerings at a redemption
2
price of 108.625% of principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date.
If the Issuer undergoes a change of control (as defined in the Indenture), holders may require the Issuer to repurchase all or a portion of their Notes at a price equal to 101% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest, if any, to the repurchase date.
The Indenture contains covenants that limit the Issuer’s (and its restricted subsidiaries’) ability to, among other things: (i) incur additional indebtedness; (ii) pay dividends on or make other distributions in respect of its capital stock, purchase or redeem capital stock, or purchase, redeem or otherwise acquire or retire certain subordinated obligations; (iii) enter into certain transactions with affiliates; (iv) permit, directly or indirectly, it to create, incur, or suffer to exist any lien, except in certain circumstances; (v) create or permit encumbrances or restrictions on its ability to pay dividends or make distributions on its capital stock, make loans or advances to its subsidiaries (or the Issuer), or transfer any properties or assets to its subsidiaries (or the Issuer); and (vi) merge or consolidate with other companies or transfer all or substantially all of its assets. The Indenture also requires any of the Issuer’s subsidiaries guaranteeing certain indebtedness of the Issuer or any Guarantor after the Notes are issued to execute a supplemental indenture by which it guarantees payment of principal and interest on the Notes on a senior unsecured basis. Note, however, that these covenants are subject to a number of important limitations and exceptions. The Indenture contains other customary terms, including, but not limited to, events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.
Indenture. The Indenture has been duly authorized by
each of the Company and each of the Guarantors and, when the Offered Securities
and the Guarantees are delivered and paid for pursuant to this Agreement on the
Closing Date, the Indenture will have been duly executed and delivered, and the
Indenture will constitute a valid and legally binding obligation of each of the
Company and each of the Guarantors, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles, and will conform to the description
of the Indenture contained in the General Disclosure Package and the Final
Offering Circular.
5
(i) These excerpts taken from the RGC 8-K filed Mar 10, 2008. INDENTURE
Dated as of March 10, 2008
Indenture
On March 10, 2008, $190.0 million in aggregate principal amount of the Notes were sold to the Initial Purchasers at a price of $1,000 per Note, less an Initial Purchasers’ discount. The Notes are to be resold by the Initial Purchasers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). The Notes are governed by an indenture, dated as of March 10, 2008 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
The Notes will bear interest at a rate of 6.25% per year, payable semiannually in arrears in cash on March 15 and September 15 of each year, commencing on September 15, 2008. The Notes will mature on March 15, 2011.
The Notes will be convertible, at the holder’s option, into shares of the Company’s Class A common stock at a conversion rate of 43.4148 shares per $1,000 principal amount of Notes (which represents a conversion price of approximately $23.03 per share), subject to adjustment in certain circumstances. On or after December 15, 2010, the Notes are convertible at any time before the maturity date. The Notes are convertible prior to December 15, 2010, only if (1) during any calendar quarter after June 30, 2008, the last reported sale price of the Company’s Class A common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is more than 130% of the conversion price, (2) during the five consecutive business-day period following any ten consecutive trading-day period in which the trading price per $1,000 principal amount of Notes was less than 95% of the product of the last reported sale price per share of Class A common stock and the conversion rate for each day of the ten trading-day measurement period, or (3) during specified periods if specified distributions to holders of the Company’s common stock are made or specified corporate transactions occur.
Upon conversion, the Company will have the right to deliver, in lieu of shares of the Company’s Class A common stock, cash or a combination of cash and shares of the Company’s Class A common stock. The Company initially has elected to settle its conversion obligation through net share settlement (as defined in the Indenture).
Holders will not receive any cash payment or additional shares representing accrued and unpaid interest upon conversion of a Note, except in limited circumstances. Instead, interest will be deemed paid in full rather than cancelled, extinguished or forfeited.
If the Company undergoes a fundamental change (as defined in the Indenture), holders may require the Company to repurchase all or a portion of their Notes at a price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest, if any, up to, but excluding, the repurchase date.
The Notes are the Company’s senior unsecured obligations that rank on parity with all of the Company’s existing and future senior unsecured indebtedness and prior to all of the Company’s subordinated indebtedness. The Notes will be effectively subordinated to all of the Company’s future secured indebtedness to the extent of the assets securing that indebtedness and to any indebtedness and other liabilities of the Company’s subsidiaries. None of the Company’s subsidiaries will guarantee any of the Company’s obligations with respect to the Notes.
The Indenture contains customary terms and covenants that upon certain events of default the Notes may be due and payable immediately. Such events of default include, without limitation, the following: failure to pay when due any principal amount on any Note; failure to deliver shares of Class A common stock or any cash settlement amount upon conversion of the Notes as required; failure to pay interest on any Note when due if such failure continues for 30 days; failure to perform any other covenant required of the Company in the Indenture if such failure continues for 60 days after written notice; failure to pay the repurchase price pursuant to the Indenture of any Note when due; failure to provide timely notice of a fundamental change; failure to pay any indebtedness borrowed by the Company or one of its significant subsidiaries in an outstanding principal amount in excess of $25 million at final maturity or
3
upon acceleration, if such default is not discharged or otherwise cured or rescinded within 30 days after written notice; and certain events in bankruptcy, insolvency or reorganization of the Company or any of its significant subsidiaries.
Indenture. The Indenture
has been duly authorized by the Company and, when the Offered Securities are
delivered and paid for pursuant to this Agreement on each Closing Date, the
Indenture will have been duly executed and delivered, and the
Indenture will constitute a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and will conform to the description of such Indenture contained in the General Disclosure Package and the Final Offering Circular.
(g) | EXCERPTS ON THIS PAGE:
|
| |||||||
