Terex will be paying the holders the principal amount, a premium which will be figured out under the make-whole provision
of the indentures plus accrued interest of $35.34 per $1,000 principal amount at the redemption date.
The company has received USD3m in additional debt financing structured as an 11.5% convertible note with a conversion price of USD0.71; has extended maturity date on Term Loan C, which has a current outstanding balance of USD4.2m, to August 31, 2010; and has amended its convertible note issued on January 31, 2008, which has a current outstanding balance of USD7.2m, by extending the maturity date to August 31, 2010, lowering the conversion price from USD1.35 to USD0.71, and eliminating the make-whole provision
Many disputes are now resolved without going to trial; the controversial make-whole provision
of the farm labor law is under review; and a 27 percent cut in the board's budget has been accepted without protest.
Not surprisingly, the swap contract contains a breakage fee provision (somewhat similar to a make-whole provision
in a non-recourse, permanent loan).
These notes will also have a weighted average coupon of 4.86% and may be retired prior to their scheduled maturity, subject only to a make-whole provision
Approximately USD4.3m of the gross proceeds will be placed in an escrow account as a make-whole provision
, to be released to pay the dividend and make-whole payment.
The firms issuing callable debt can significantly weaken the call protection by including the Refundable or Make-Whole provisions
. Both of these provisions allow the firms to call the debt during the call protection period (9).
8.5 percent Senior Notes maturing in 2020 in accordance with the contractual make-whole provisions
The company added that it intends to redeem any and all notes that are not tendered and accepted in the tender offer in accordance with the make-whole provisions
under the indenture governing the notes.
Pfizer intends to use the net offering proceeds to fund the purchase of its 6.200% Senior Notes due March 15, 2019 validly tendered and accepted for payment in Pfizer's previously announced tender offer and to fund the redemption of any of the tender notes that remain outstanding after the completion of the tender offer in accordance with the terms of the make-whole provisions
of the indenture governing the tender notes.