Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 aggregate principal amount of Notes (except for (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2). Such Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 Fixed Rate Note No No No No N/A Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes None A-1 A-1, A-2 A-1, A-2, B A-1, A-2, B, C Pari Passu Classes None None None None None Junior Classes A-2, B, C Subordinated B, C, Subordinated C, Subordinated Subordinated None Interest Deferrable No No No Yes N/A Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark for each Class of Re-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture Indenture, together with any Class A-1 Loans that may be incurred pursuant to the Credit Agreement, is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$350,550,000 (except for (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or and (ii) Additional Notes additional securities issued in accordance with Sections Section 2.13 and 3.2). Such The Class A-1 Loans and the Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Class Designation Class A-1 Loans Class A-1 Notes Class A-2 Notes Class B Notes Class C Notes Class D Notes Subordinated Notes Original Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount1 U.S.$60,000,000 U.S.$139,500,000 4 U.S.$14,000,000 U.S.$24,500,000 U.S.$28,000,000 U.S.$21,000,000 U.S.$63,550,000 Stated Maturity Payment Date in July, 2037 April 2036 Payment Date in July, 2037 April 2036 Payment Date in July, 2037 April 2036 Payment Date in July, 2037 June 20, 2125 April 2036 Payment Date in April 2036 Payment Date in April 2036 Payment Date in April 2036 Fixed Rate Note No No No No No No N/A Floating Rate Note Yes Yes Yes Yes Yes Yes N/A Interest Rate1 Rate: Index Benchmark + 1.63Benchmark Benchmark Benchmark Benchmark Benchmark N/A Index Maturity2 3 month 3 month 3 month 3 month 3 month 3 month N/A Spread/Coupon3 2.30% Benchmark + 1.802.30% Benchmark + 2.002.70% Benchmark + 2.802.90% 3.90% 5.90% N/A Initial Rating(s): S&P “AAA(sfAAA (sf)” “AAA(sfAAA (sf)” “AA(sfAAA (sf)” “A(sfAA (sf)” “A (sf)” “BBB- (sf)” N/A Priority Classes None None A-1 A-1Loans, A-1 Notes A-1 Loans, A-1 Notes, A-2 A-1A-1 Loans, A-1 Notes, A-2, B A-1A-1 Loans, A-1 Notes, A-2, B, C Pari Passu Classes None None None None None A-1 Loans, A-1 Notes, A-2, B, C, D Junior Classes A-2, B, C C, D, Subordinated A-2, B, C, D, Subordinated B, C, D, Subordinated C, D, Subordinated D, Subordinated Subordinated None Pari Passu A-1 Notes A-1 Loans None None None None None Classes Interest Deferrable No No No No Yes Yes N/A Deferrable Re-Pricing Eligible Notes No No No Yes Yes Yes N/A Listed Notes Yes No No No No Eligible Form N/A Book-Entry (Physical for IAI/ QPs) Book-Entry (Physical for IAI/QPs) Book-Entry (Physical for IAI/QPs) Book-Entry (Physical for IAI/QPs) Book-Entry (Physical for IAI/QPs) Book-Entry (Physical for IAI/QPs) 1 As of the Closing Date. 2 The initial Benchmark will be the Term SOFR Rate. The Benchmark may be changed to the Fallback Rate in accordance with the definition of “Benchmark” and certain other conditions specified herein. The Index Maturity shall be a term of three months; provided that for the period from the Closing Date to the First Interest Determination End Date, the Benchmark will be determined by interpolating linearly (and rounding to five decimal places) between the rate for the next shorter period of time for which rates are available and the rate for the next longer period of time for which rates are available. 3 The spread over the Benchmark for each or the stated Interest Rate, as applicable, with respect to any Class of Re-Pricing Eligible Notes is may be reduced in connection with a Re-Pricing of such Class of Secured Debt, subject to reduction the conditions set forth in Section 9.7. 4 The outstanding principal amount of the Class A-1 Notes will be U.S.$139,500,000 on the Closing Date and may be increased to up to U.S.$199,500,000 in aggregate upon the exercise of the Conversion Option which shall effect the conversion of the Class A-1 Loans into the Class A-1 Notes pursuant to Section 9.8this Indenture. The Secured Class A-1 Loans are not being issued pursuant to this Indenture. At the election of a Class A-1 Lender, all or a portion of the outstanding principal amount of the Class A-1 Loans held by such Class A-1 Lender may be converted into Class A-1 Notes, in which case the Aggregate Outstanding Amount of the Class A-1 Notes will be increased by the amount of the Class A-1 Loans so converted and the outstanding principal amount of the Class A-1 Loans will be decreased accordingly. The Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereofMinimum Denominations. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Sources: Indenture and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Loan Agreement, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$391,675,000 (except for (i) Notes Deferred Interest with respect to the Deferrable Debt and Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Limited Liability Company Agreement). Such Notes Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$152,000,000 U.S.$46,000,000 U.S.$30,000,000(6) U.S.$32,000,000 U.S.$30,000,000 U.S.$101,675,000 Stated Maturity The Payment Date in July, 2037 November 2034 The Payment Date in July, 2037 November 2034 The Payment Date in July, 2037 November 2034 The Payment Date in July, 2037 June 20, 2125 November 2034 The Payment Date in November 2034 N/A Interest Rate: Floating Rate Debt Yes No Yes Yes Yes N/A Fixed Rate Note Debt No Yes No No No N/A Floating Rate Note Yes Yes Yes Yes Index(3) Benchmark N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80N/A Index Maturity 3-months N/A 3 months 3-months 3-months N/A Spread(4) 2.50% N/A 2.50% 3.50% 4.90% N/A Fixed Rate of Interest N/A 6.02% N/A N/A N/A N/A Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes Class(es) None A-1 A-1None None A-F, A-2 A-1A-L, A-2A-T A-F, A-L, A-T, B A-1A-F, A-2A-L, A-T, B, C Pari Passu Classes None None Class(es)(5) A-F, A-L A-L, A-T A-F, A-T None None None Junior Classes A-2, B, C Subordinated Class(es) B, C, Subordinated Preferred Shares B, C, Subordinated Subordinated Preferred Shares B, C, Preferred Shares C, Preferred Shares Preferred Shares None Interest Deferrable deferrable No No No No Yes N/A Re-Pricing Eligible Notes Eligible(4) No No No Yes N/A Listed Notes Yes No No No No 1 N/A
(1) The Class A-L Loans and the Preferred Shares are not being issued hereunder.
(2) Aggregate issue price in the case of the Preferred Shares.
(3) The Benchmark for the Floating Rate Debt will initially be the Term SOFR Rate, which will be determined for each Interest Accrual Period; provided, that the Benchmark for the first Interest Accrual Period after the Closing Date will be the rate interpolated linearly between the rate for the next shorter period of time for which rates are available and the rate for the next longer period of time for which rates are available.
(4) The spread over the Benchmark for each (or, in the case of any Fixed Rate Debt, the stated rate of interest) with respect to the Re-Pricing Eligible Debt may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes is Debt, subject to reduction pursuant the conditions set forth in Section 9.7.
(5) The Class A-T Notes, the Class A-F Notes and the Class A-L Loans will rank pari passu with respect to Section 9.8payments of interest and principal.
(6) The Aggregate Outstanding Amount of the Class A-T Notes may be increased to up to $182,000,000 and the Aggregate Outstanding Amount of the Class A-L Loans reduced to $0 upon a conversion of the Class A-L Loans in accordance with this Indenture and the Loan Agreement. The Secured Notes Debt shall be issued or incurred in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture“Minimum Denominations”).
Appears in 1 contract
Sources: Indenture and Security Agreement (Owl Rock Core Income Corp.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture and the Memorandum and Articles is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$395,310,000 (except for (i) Notes Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Memorandum and Articles). Such Notes Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Applicable Issuer Issuers Issuers Issuers Issuers Issuer Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$166,000,000 U.S.$40,000,000 U.S.$20,000,000 U.S.$34,000,000 U.S.$135,310,000 Stated Maturity The Payment Date in July, 2037 April 2032 The Payment Date in July, 2037 April 2032 The Payment Date in July, 2037 April 2032 The Payment Date in July, 2037 June 20, 2125 April 2032 N/A Interest Rate: Fixed Rate Note Notes No No Yes No No N/A Floating Rate Note Notes Yes Yes No Yes Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + Index(3) Reference Rate N/A Reference Rate Reference Rate N/A Index Maturity(4) 3 month N/A 3 month 3 month N/A Spread(5) 1.80% Benchmark + 2.00% Benchmark + 2.80% N/A 2.00% 2.45% N/A Fixed Rate of Interest(5) N/A 2.75% N/A N/A N/A Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes Class(es) None A-1 A-1None A-1L, A-2 A-1A-1F A-1L, A-2▇-▇▇, ▇-▇ ▇-▇▇, ▇-▇▇, ▇-▇, B A-1Pari Passu Class(es) ▇-▇▇ ▇-▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇(▇▇) ▇-▇, A-2▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇-▇, ▇, ▇▇▇▇▇▇▇▇▇ Shares B, C Pari Passu Classes None None None None None Junior Classes A-2, B, C Subordinated B, C, Subordinated C, Subordinated Subordinated Preferred Shares Preferred Shares None Interest Deferrable No No No Yes N/A Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes deferrable No No No No 1 N/A Form Book-Entry Book-Entry Book-Entry Book-Entry Physical
1. The Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Preferred Shares
3. The Reference Rate may be changed to an a Benchmark Replacement as described in the definition thereof.
4. The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR (subject to a floor of zero), except that LIBOR for the first Interest Accrual Period shall be an interpolation between 3-month LIBOR and 6-month LIBOR.
5. The spread over the Benchmark for each Reference Rate (or, in the case of any Fixed Rate Note, the stated rated of interest) with respect to the Re‑Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes is Notes, subject to reduction pursuant to the conditions set forth in Section 9.89.7. USActive 54698038.8-57- The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture“Minimum Denominations”).
Appears in 1 contract
Sources: Indenture and Security Agreement (Owl Rock Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 shall be U.S.$502,100,000 in aggregate principal amount of Notes (except for (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture 8.6 or (ii) Additional Notes additional securities issued in accordance with Sections 2.13 and 3.2). Such Notes shall be divided into the Classes, Classes having the designations, original principal amounts and other characteristics as follows: Class Designation Class A-1 Notes Class A-2 Notes Class B Notes Class C Notes Subordinated Notes Original Principal Amount U.S. (U.S.$) $667,000,000 U.S. 300,000,000 $40,250,000 U.S. 30,000,000 $92,000,000 U.S. 65,000,000 $69,000,000 U.S. 35,000,000 $286,650,000 72,100,000 Stated Maturity (Payment Date in July, in) July 2037 Payment Date in July, July 2037 Payment Date in July, July 2037 Payment Date in July, July 2037 June 20, 2125 July 2037 Fixed Rate Note No No No No N/A Interest Rate: Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Index(1) Benchmark + 1.63Benchmark Benchmark Benchmark N/A Index Maturity(1) 3 month 3 month 3 month 3 month N/A Spread 1.30% Benchmark + 1.70% 1.80% Benchmark + 2.00% Benchmark + 2.802.75% N/A S&P Initial Rating(s): ▇▇▇▇▇’▇ “AAA(sfAaa(sf)” N/A N/A N/A N/A S&P “AAA(sf)” “AA(sf)” “A(sf)” “BBB-(sf)” N/A Interest Deferrable No No Yes Yes N/A Priority Classes None A-1 A-1, A-2 A-1, A-2, B A-1, A-2, B, C Pari Passu Classes None None None None None Junior Classes A-2, B, C C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Interest Deferrable Re-Pricing Eligible(2) No No No Yes Yes Yes N/A Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 (1) The spread over initial Benchmark will be the Term SOFR Rate. For any Interpolated Period, unless (solely in the case of an Interpolated Period following the First Interest Determination End Date) the Collateral Manager on behalf of the Issuer provides prior written notice to the Trustee and the Calculation Agent (which may be by email) that no such interpolating shall occur, the Benchmark will be determined by interpolating linearly between the rate for each Class the next shorter period of Re-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. The Secured Notes shall time for which rates are available (which, for avoidance of doubt, may be issued in minimum denominations the daily SOFR rate published by the Term SOFR Administrator for any Interpolated Period shorter than one month) and the rate for the next longer period of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenturetime for which rates are available.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes Debt and Subordinated Notes that may be authenticated and delivered under this Indenture and incurred pursuant to the Credit Agreement is limited to U.S.$1,154,900,000 U.S.$386,600,000 aggregate principal amount of Notes Debt (except for (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Debt pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (ii) Additional Notes Debt issued in accordance with Sections 2.13 and 3.2). Such Notes Debt shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Principal Amount U.S. $667,000,000 85,000,000 U.S. $40,250,000 140,000,000 U.S. $92,000,000 38,800,000 U.S. $69,000,000 U.S. $286,650,000 122,800,000 Stated Maturity Payment Date in JulyJanuary, 2037 2034 Payment Date in JulyJanuary, 2037 2034 Payment Date in JulyJanuary, 2037 Payment Date in July2034 December 14, 2037 June 20, 2125 2122 Fixed Rate Note No No No No N/A Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.632.60% Benchmark + 1.802.60% Benchmark + 2.00% Benchmark + 2.803.09% N/A S&P “"AAA(sf)” “" "AAA(sf)” “" "AA(sf)” “A(sf)” " N/A Priority Classes None A-1 A-1, A-2 A-1, A-2None A A, B A-1, A-2, B, C Pari Passu Classes None None None Class A Notes Class A Loans None None Junior Classes A-2, B, C Subordinated B, C, Subordinated C, Subordinated Subordinated None Interest Deferrable No No No Yes N/A Re-Pricing Eligible Notes Debt No No No Yes Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark for each Class of Re-Pricing Eligible Notes Debt is subject to reduction pursuant to Section 9.8. The Secured Notes Debt shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 U.S.$1,400,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$402,360,000 aggregate principal amount of Notes (except for (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2). Such Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Type Senior Secured Floating Rate Senior Secured Floating Rate Initial Principal Amount U.S. (U.S.$) $667,000,000 U.S. 232,000,000 $40,250,000 U.S. 16,000,000 $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 154,360,000 Fixed Rate Note No No No No N/A Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Index Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% N/A Index Maturity 3 month 3 month N/A Expected S&P Initial Rating “AAA(sf)” “AAA(sf)” N/A Expected Fitch Initial Rating “AA(sf)” “A(sf)AAAsf” N/A N/A (1) Each Class of Notes is referred to in this Offering Circular using the respective term set forth under the heading “Designation” in the table above. Interest Rate(2) Benchmark + 2.40% Benchmark + 2.90% N/A Interest Deferrable No No No Stated Maturity (Payment Date in) October, 2035 October, 2035 October, 2123 Minimum Denominations (U.S.$) (Integral Multiples) $250,000 ($1.00) $250,000 ($1.00) $1,716,000 ($1.00) Priority Classes None A-1 A-1, A-2 A-1, A-2, B A-1, A-2, B, C Pari Passu Classes None None None None None Junior Classes A-2, B, C Subordinated B, C, Subordinated C, Subordinated Subordinated None Interest Deferrable No No No Yes N/A ReForm Book-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark Entry (Physical for each Class of ReIAIs) Book-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. Entry (Physical for IAIs) Book-Entry (Physical for IAIs) The Secured Notes shall be issued in minimum denominations Minimum Denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The thereof and the Subordinated Notes shall be issued in minimum denominations Minimum Denominations of U.S.$3,200,000 U.S.$1,716,000 and integral multiples of U.S.$1.00 in excess thereof; provided that the Notes issued to the U.S. Retention Holder on the Closing Date may be issued in Minimum Denominations of U.S.$100,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$300,500,000 aggregate principal amount of Notes (except for (i) Deferred Interest with respect to the Class B Notes and the Class C Notes, (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (iiiii) Additional Notes issued in accordance with Sections 2.13 and 3.2). Such Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Designation Class A-1 Notes Class A-2A Notes Class A-2B Notes Class B Notes Class C Notes Subordinated Notes Type Senior Secured Floating Rate Notes Senior Secured Floating Rate Notes Senior Secured Fixed Rate Notes Secured Deferrable Floating Rate Notes Secured Deferrable Floating Rate Notes Subordinated Notes Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Original Principal Amount U.S. (U.S.$) $667,000,000 U.S. 178,200,000 $40,250,000 U.S. 25,000,000 $92,000,000 U.S. 9,950,000 $69,000,000 U.S. 16,400,000 $286,650,000 Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 Fixed 17,350,000 $53,600,000 S&P Initial Rating “AAA (sf)” “AA (sf)” “AA (sf)” “A- (sf)” “BBB- (sf)” N/A Interest Rate Note LIBOR1 + 1.73% LIBOR + 2.45% 4.2319% LIBOR + 3.40% LIBOR + 4.40% N/A Interest Deferrable No No No No N/A Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Stated Maturity Aug. 9, 2030 Aug. 9, 2030 Aug. 9, 2030 Aug. 9, 2030 Aug. 9, 2030 Aug. 9, 2030 Minimum Denominations (U.S.$) (Integral Multiples) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) Priority Classes None A-1 A-1A-1 ▇-▇, A-2 A-1▇-▇▇, A-2▇-▇▇ ▇-▇, ▇-▇▇, ▇-▇▇, B A-1▇-▇, A-2▇-▇▇, ▇-▇▇, ▇, ▇ ▇▇▇▇ ▇▇▇▇▇ Classes None ▇-▇▇ ▇-▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇-▇▇, ▇-▇▇, B, C Pari Passu Classes None None None None None Junior Classes A-2C, Subordinated B, C C, Subordinated B, C, Subordinated C, Subordinated Subordinated None Interest Deferrable No No No Yes N/A Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark for each Class of Re-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture. 1 If a LIBOR Event occurs, LIBOR may be replaced with an Alternative Rate as set forth in the definition or “LIBOR”.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement and the Memorandum and Articles is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$438,900,000 (except for (i) Notes Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Memorandum and Articles). Such Notes Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Applicable Issuer Issuers Issuers Issuer Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$236,500,000 U.S.$15,500,000 U.S.$186,900,000 Stated Maturity The Payment Date in July, 2037 May 2029 The Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 Fixed Rate Note No No No No May 2029 N/A Interest Rate: Floating Rate Note Yes Yes Notes Yes Yes N/A Interest Rate1 Benchmark + 1.63Index(3) Reference Rate Reference Rate N/A Index Maturity(4) 3 month 3 month N/A Spread(5) 2.62% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.803.40% N/A Fixed Rate of Interest(5) N/A N/A N/A Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes Class(es) None A-1 A-1▇-▇ ▇-▇, A-2 A-1, A-2, B A-1, A-2, B, C Pari ▇-▇ ▇▇▇▇ Passu Classes None None Class(es) None None None Junior Classes Class(es) A-2, B, C Subordinated B, C, Subordinated C, Subordinated Subordinated Preferred Shares Preferred Shares None Interest Deferrable deferrable No No No Yes N/A ReForm Book-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 Entry Book-Entry Physical
1. The Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Preferred Shares.
3. The Reference Rate may be changed to an Alternative Reference Rate as described in the definition thereof.
4. The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR (subject to a floor of zero), except that LIBOR for the first Interest Accrual Period shall be an interpolation between 3-month LIBOR and 6-month LIBOR.
5. The spread over the Benchmark for each Reference Rate with respect to the Re‑Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes is Notes, subject to reduction pursuant to the conditions set forth in Section 9.89.7. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture“Minimum Denominations”).
Appears in 1 contract
Sources: Indenture and Security Agreement (Owl Rock Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement and the Memorandum and Articles(assuming solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$333,500,000337,500,000 (except for (i) Notes Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Memorandum and ArticlesLimited Liability Company Agreement). Such Notes SuchOn and after the First Refinancing Date, such Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Class Designation Class A-1R Notes Class A-2R Notes Class B-1R Notes Class B-2R Notes Preferred Shares(1) Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$200,000,000112,500,000 U.S.$23,500,000 U.S.$53,000,000 U.S.$15,000,000 U.S.$133,500,000 Stated Maturity The Payment Date in JulyJanuary 2031October 15, 2037 Payment Date in July2035 October 15, 2037 Payment Date in July2035 October 15, 2037 Payment Date in July2035 October 15, 2037 June 20, 2125 Fixed Rate Note No No No No 2035 N/A Interest Rate: Benchmark + 3.05% 6.937% Benchmark + 4.64% 8.497% N/A Floating Rate Note Notes Yes No Yes No N/A Index(3)Fixed Rate Notes Reference RateNo Yes No Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% Index Maturity(3) 3 monthBenchmark N/A Benchmark N/A N/A Spread(4)Corresponding Tenor Fixed Rate of Interest(4) 2.95% 3 month N/A 3 month N/A N/A Initial Rating(s): Initial S&P Rating “AAA(sf)” “AAA(sf)” “AA(sfA(sf)” “A(sf)” N/A Priority Classes Class(es) None A-1 A-1None A-1R, A-2 A-1A-2R A-1R, A-2A-2R A-1R, B A-1A- 2R, A-2B-1R, B, C B-2R Pari Passu Classes None None None None Class(es) NoneA-2R A-1R B-2R B-1R None Junior Classes A-2Class(es) B-1R, BB-2R, C Subordinated BPreferred Shares B-1R, CB-2R, Subordinated C, Subordinated Subordinated Preferred Shares Preferred Shares Preferred Shares None Interest Deferrable deferrable No No No Yes No N/A Form Book-Entry Book-Entry Book-Entry Book-Entry Physical
1. The Preferred Shares Outstanding on the First Refinancing Date will be the 133,500 Preferred Shares issued on the Closing Date. The Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Preferred Shares.
3. The Reference Rate may be changed from LIBOR to an Alternative ReferenceBenchmark for the Floating Rate Notes will initially be the Term SOFR Rate, which will be determined for each Interest Accrual Period; provided that the Term SOFR Rate for the period from (and including) the First Refinancing Date to (but excluding) the first Payment Date after the First Refinancing Date will be determined by interpolating linearly between the rate for the next shorter period of time for which rates are published by the Term SOFR Administrator and the rate for the next longer period of time for which rates are published by the Term SOFR Administrator. The Benchmark may be changed to the Fallback Rate as described in accordance with the definition thereofof “Benchmark”.
4. The spread over the Reference RateBenchmark (or, in the case of any Fixed Rate Notes, the stated rate of interest) with respect to the Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark for each may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes is Notes, subject to reduction pursuant to the conditions set forth in Section 9.89.7. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture“Minimum Denominations”).
Appears in 1 contract
Sources: Supplemental Indenture (Blue Owl Technology Finance Corp.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$400,500,000 aggregate principal amount of Notes (except for (i) Deferred Interest with respect to the Deferrable Notes, (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (iiiii) Additional Notes additional notes issued in accordance with Sections 2.13 and 3.2). Such Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 Amount1 U.S.$232,000,000 U.S.$58,000,000 U.S.$10,000,000 U.S.$100,500,000 Type Senior Secured Floating Rate Senior Secured Floating Rate Senior Secured Fixed Rate Note No No No No N/A Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% N/A Subordinated Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Expected Initial Rating(s) S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sfAA(sf)” N/A Priority Classes None A-1 A-1, A-2 A-1, A-2, B A-1, A-2, B, C Pari Passu Classes None None None None None Junior Classes A-2, B, C Subordinated B, C, Subordinated C, Subordinated Subordinated None Interest Deferrable Floating Rate Note Yes Yes No N/A Fixed Rate Note No No Yes N/A Index Maturity 3 month 3 month 3 month N/A Interest Rate2 Reference Rate + 1.60% Reference Rate + 2.15% 6.33% N/A Deferrable Notes No No No N/A Stated Maturity (Payment Date in) July 2037 July 2037 July 2037 July 2037 Minimum Denominations (U.S.$) $250,000 $250,000 $250,000 $1,130,000 (Integral Multiples) ($1.00) ($1.00) ($1.00) ($1.00) Priority Classes None A A A, B-1, B-2 Pari Passu Classes None B-24 B-14 None Junior Classes B-1, B-2, Subordinated Subordinated Subordinated None Re-Pricing Eligible Notes Classes3 No No No Yes Yes N/A Listed 1 As of the Closing Date. 2 The initial Reference Rate for the Floating Rate Notes Yes No No No No 1 The spread over the Benchmark for each Class of Re-Pricing Eligible Notes is subject to reduction will be Term SOFR. Term SOFR shall be calculated pursuant to Section 9.8. The Secured Notes shall the definition of “Term SOFR”; provided that Term SOFR for the first Interest Accrual Period will be issued in minimum denominations of U.S.$250,000 set on two different determination dates, and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenturetherefore, two different rates may apply during that period.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$328,000,000 aggregate principal amount of Notes (except for (i) Deferred Interest with respect to the Class C Notes and the Class D Notes, (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (iiiii) Additional Notes Obligations issued in accordance with Sections 2.13 and 3.2). Such Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Type Senior Secured Floating Rate Senior Secured Floating Rate Secured Deferrable Floating Rate Secured Deferrable Floating Rate Subordinated Issuer(s) Issuer Entities Issuer Entities Issuer Entities Issuer Entities Issuer and Issuer Subsidiaries Original Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 (U.S.$) $ 228,000,000 $ 36,000,000 $ 36,000,000 $ 28,000,000 $ 67,000,000 S&P Initial Rating “AAA (sf)” “AA (sf)” “A- (sf)” “BBB- (sf)” N/A Interest Rate Reference Rate1 + 2.60% Reference Rate1 + 3.65% Reference Rate1 + 4.55% Reference Rate1 + 6.90% N/A Interest Deferrable No No Yes Yes N/A Stated Maturity Payment Date in July, 2037 April 2035 Payment Date in July, 2037 April 2035 Payment Date in July, 2037 April 2035 Payment Date in July, 2037 June 20, 2125 Fixed Rate Note No No No No N/A Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A April 2035 Payment Date in April 2035 Minimum Denominations (U.S.$) (Integral Multiples) $250,000 ($1.00) $250,000($1.00) $250,000($1.00) $250,000($1.00) $250,000($1.00) Priority Classes None A-1 A-1, A-2 A-1, A-2A A, B A-1, A-2A, B, C A, B, C, D Pari Passu Classes None None None None None Junior Classes A-2, B, C Subordinated B, C, D, Subordinated C, D, Subordinated D, Subordinated Subordinated None Interest Deferrable No No No Yes N/A Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark for each Class of Re-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture. 1 The initial Reference Rate will be Term SOFR. Term SOFR is calculated as set forth in the definition of the term “Term SOFR”. In accordance with the definition of Term SOFR, Term SOFR shall be calculated by reference to rates with a tenor of three months except as provided in the definition of Designated Maturity. Term SOFR for the first Interest Accrual Period will be set on two different Interest Determination Dates and, therefore, two different rates may apply during that period. Term SOFR shall at no time be less than 0.0% per annum.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$602,400,000 aggregate principal amount of Notes (except for (i) Deferred Interest with respect to the Class C-1 Notes, the Class C-2 Notes and the Class D Notes, (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (iiiii) Additional Notes issued in accordance with Sections 2.13 and 3.2). Such Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 U.S.$ 327,000,000 U.S.$ 61,200,000 U.S.$ 20,000,000 U.S.$ 38,800,000 U.S.$ 42,000,000 U.S.$ 113,400,000 Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June January 20, 2125 2031 January 20, 2031 January 20, 2031 January 20, 2031 January 20, 2031 November 16, 2118 Fixed Rate Note No No No No No N/A Interest Rate LIBOR + 1.48% LIBOR + 2.10% LIBOR + 2.80% LIBOR + 2.65% LIBOR + 2.95% N/A Floating Rate Note Yes Yes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.63Index LIBOR LIBOR LIBOR LIBOR LIBOR N/A Index Maturity 3 month 3 month 3 month 3 month 3 month N/A Spread1 1.48 % Benchmark + 1.802.10 % Benchmark + 2.002.80 % Benchmark + 2.802.65 % 2.95 % N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” “A(sf)” “BBB-(sf)” N/A Fitch “AAAsf” N/A N/A N/A N/A N/A Priority Classes None A-1 A-1, A-2 A-1, A-2A A, B A-1A, A-2B A, B▇, C ▇-▇, ▇-▇ ▇, ▇, ▇-▇, C-2, D Pari Passu Classes None None None None None Junior Classes A-2C-▇ ▇-▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇, B▇-▇, C Subordinated BC-2, CD, Subordinated CC-1, C-2, D, Subordinated D, Subordinated D, Subordinated Subordinated None Interest Deferrable No No No Yes Yes Yes N/A Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark LIBOR for each Class of Re-Pricing Eligible Secured Notes (other than the Class A Notes) is subject to reduction pursuant to Section 9.8. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 U.S.$1,300,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Sources: Indenture (GOLUB CAPITAL BDC, Inc.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$300,000,000420,000,000 aggregate principal amount of Notes (except for (i) Deferred Interest with respect to the Class B Notes and the Class C Notes, (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (iiiii) Additional Notes additional notes issued in accordance with Sections 2.13 and 3.2). Such Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Class A- 1RR-R Class A 1TT-R Class A-1F Class A Class BB- Subordinated Designation Notes Notes Notes 2-R Notes R Notes Class C Notes Notes Type Senior Secured Revolving Floating Rate Senior Secured Floating Rate Senior Secured Fixed Rate Senior Secured Floating Rate Secured Deferrable Floating Rate Secured Deferrable Floating Rate Subordinated Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issu Issuer Original Principal $25,000,0 $88,150,00 $20,700,0 $21,450,00 Amount U.S. 0050,000,000 0170,400,000 $667,000,000 U.S. 25,000,000 0055,100,000 036,500,000 $40,250,000 U.S. 11,700,000 $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 Fixed 108,000,000 (U.S.$) Expected S&P Initial Rating "AAA (sf)" "AAA (sf)" "AAA(sf)" "AA (sf)" "A (sf)" "BBB(sf)" "BBB(sf)" CP Rate Note + 2.201.58% or LIBOR + LIBOR + LIBOR + LIBOR + LIBOR + Interest Rate 2.201.58 2.201.58% 3.41% 3.152.45% 4.003.17% 6.00% N/A Listed Notes No Yes Yes Yes Yes Yes No Interest Deferrable No No No No N/A Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% N/Stated Maturity1 September 29, 2027 November 20, 2029 September 29, 2027 November 20, 2029 September 29, 2027 September 29, 2027 November 20, 2029 September 29, 2027 November 20, 2029 September 29, 2027 September 29, 2027 November 20, 2029 Minimum Denominations (U.S.$) $250,000 $250,000 $250,000 $250,000 $250,000 $250,000 $250,000 (Integral Multiples) ($1.00) ($1.00) ($1.00) ($1.00) ($1.00) ($1.00) ($1.00) ▇-▇▇▇-▇ ▇▇▇-▇, ▇- ▇-▇▇▇-▇, A-1T, A- A-▇▇, ▇- ▇▇▇-▇, ▇- ▇-▇▇, ▇- ▇▇▇-▇, A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes None A-1 A-11T, A-2 A-1A-▇▇, ▇-▇, ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇-▇ 2-R A-2, B CB-R Pari Passu A-1T, A A-▇▇, ▇- ▇-▇▇, ▇- ▇▇▇▇▇▇▇ ▇▇▇-▇ 1FR-R 1T None None None None A-▇-▇, ▇, ▇-▇-▇, ▇, ▇▇-▇, CB-R, A-2, B, C Pari Passu Classes None None None None None Junior Classes A-2C, B, C Subordinated BCB-R, C, Subordinated C, Subordinated Subordinated Junior Classes Notes Notes Notes Notes Notes Notes None Interest Deferrable No No No Yes N/A Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark for each Class of Re-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Memorandum and Articles is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$398,100,000 (except for (i) Notes Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Memorandum and Articles). Such Notes Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Corresponding Class(es) Refinanced(2) A-1L A-1F ▇-▇, B-F N/A Applicable Issuer Issuers Issuers Issuers Issuer Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(3) U.S.$204,000,000 U.S.$20,000,000 U.S.$36,000,000 U.S.$138,100,000 Stated Maturity The Payment Date in July, 2037 April 2033 The Payment Date in July, 2037 April 2033 The Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 April 2033 N/A Fixed Rate Note Notes No No No Yes No N/A Floating Rate Note Notes Yes Yes Yes No Yes N/A Interest Rate1 Benchmark + 1.63Index(4) (5) Reference Rate N/A Reference Rate N/A Spread(65 ) 1.55% Benchmark + 1.80N/A 1.90% Benchmark + 2.00N/A Fixed Rate of Interest(65) N/A 2.48% Benchmark + 2.80% N/A N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes Class(es) None A-1 A-1None A-LR, A-2 A-1A-FR A-LR, A-2, B A-1, A-2A-FR, B, C -R Pari Passu Classes None None None Class(es) A-FR A-LR None None Junior Classes A-2Class(es) B-R, Preferred Shares B-R, C Subordinated B, C, Subordinated C, Subordinated Subordinated Preferred Shares Preferred Shares None Interest Deferrable deferrable No No No Yes N/A ReForm Book-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 Entry Book-Entry Book-Entry Physical
1. The spread over the Benchmark for each Preferred Shares are not being issued hereunder.
2. There is no Class of ReRefinancing Notes corresponding to the Class A-2 Notes issued on the Closing Date.
3. Aggregate issue price in the case of the Preferred Shares.
4. The Reference Rate may be changed to an Alternative Reference Rate as described in the definition thereof.
5. The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-Pricing Eligible Notes is month LIBOR (subject to reduction pursuant to Section 9.8. The Secured Notes a floor of zero), except that LIBOR for the first Interest Accrual Period after the Refinancing Date shall be issued in minimum denominations of U.S.$250,000 an interpolation between 3-month LIBOR and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture6-month LIBOR.
Appears in 1 contract
Sources: Second Supplemental Indenture (Blue Owl Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$456,870,000 aggregate principal amount of Notes, Additional Notes (except for (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes issued pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (ii) Additional 2.4 and Notes issued pursuant to supplemental indentures in accordance with Sections 2.13 and 3.2)Article VIII. Such Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Principal Amount U.S. $667,000,000 U.S. 285,750,000 $40,250,000 U.S. 54,000,000 $92,000,000 U.S. 27,000,000 $69,000,000 U.S. $286,650,000 24,750,000 Stated Maturity Payment Date in July, 2037 July 2029 Payment Date in July, 2037 July 2029 Payment Date in July, 2037 July 2029 Payment Date in July, 2037 June 20, 2125 Fixed July 2029 Index LIBOR LIBOR LIBOR LIBOR Index Maturity 3 month 3 month 3 month 3 month Spread or Rate Note No No No No LIBOR + 1.37% LIBOR + 1.90% LIBOR + 2.65% LIBOR + 4.15% Fitch AAAsf N/A Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Moody's Aaa(sf) Aa2(sf) A2(sf) Baa3(sf) Priority Classes None A-1 A-1, A-2 A-1, A-2A A, B A-1, A-2A, B, C Pari Passu Classes None None None None None Junior Classes A-2, B, C Subordinated B, C, D, E, Subordinated C, D, E, Subordinated D, E, Subordinated None E, Subordinated Listed Notes Yes Yes Yes Yes Deferred Interest Deferrable Notes No No Yes Yes ERISA Restricted Notes No No No No Applicable Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Original Principal Amount $22,500,000 $10,717,500 $32,152,500 Stated Maturity Payment Date in July 2029 Payment Date in July 2029 Payment Date in July 2029 Index LIBOR LIBOR N/A Index Maturity 3 month 3 month N/A Spread or Rate LIBOR + 6.80% Senior Subordinated Note Rate(1) N/A Fitch N/A N/A N/A Moody's Ba3(sf) N/A N/A Priority Classes A, B, C, D A, B, C, D, E A, B, C, D, E, Senior Subordinated Pari Passu Classes None None None Junior Classes Subordinated Junior Subordinated None Listed Notes Yes Yes Yes Deferred Interest Notes Yes Yes N/A ReERISA Restricted Notes Yes* Yes* Yes* Applicable Issuer(s) Co-Pricing Eligible Issuers Issuer Issuer * Each of (i) the Class E Notes No No No Yes N/A Listed issued in the form of Certificated Secured Notes Yes No No No No 1 The spread over the Benchmark for each Class of Re-Pricing Eligible Notes is and (ii) Certificated Subordinated Notes, subject to reduction pursuant certain limitations, shall be available to Section 9.8Benefit Plan Investors and Controlling Persons; provided, that Benefit Plan Investors and Controlling Persons may purchase interests in the Class E Notes and Subordinated Notes from the Issuer or the Initial Purchaser on the Closing Date in the form of Global Notes.
(1) On each Payment Date, the Senior Subordinated Notes will be entitled to receive the Senior Subordinated Note Amount and 45% of all remaining Interest Proceeds and all remaining Principal Proceeds prior to any distributions on the Junior Subordinated Notes on such Payment Date. To the extent that on any Payment Date there are insufficient funds available to pay the Senior Subordinated Note Amount, the unpaid Senior Subordinated Note Amount on such Payment Date will be deferred and be payable as Deferred Interest in accordance with the Priority of Payments; provided that failure to pay the Senior Subordinated Note Amount on any Payment Date due to the unavailability of funds in respect thereof shall not constitute an Event of Default. The Secured Notes and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 (provided, that the minimum denomination will be U.S.$25,000 for (a) AIs that are also Knowledgeable Employees with respect to the Issuer and (b) transferees purchasing a Subordinated Note that was originally issued in a denomination of less than U.S.$250,000 to an AI that is also a Knowledgeable Employee with respect to the Issuer) and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture"Authorized Integrals").
Appears in 1 contract
Sources: Indenture (JMP Group LLC)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Debt that may be authenticated and delivered delivered, or incurred, as applicable, under this Indenture Indenture, the Class A-L Credit Agreement, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$397,300,000 (except for (i) the Secured Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Secured Notes pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Limited Liability Company Agreement). Such Notes Debt shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Class Designation Class A Notes Class A-L Loans Class B Notes Preferred Shares(1) Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$203,000,000 U.S.$25,000,000 U.S.$32,000,000 U.S.$137,300,000 Stated Maturity Payment Date The PaymentDate in July, 2037 Payment Date October 2035 The PaymentDate in July, 2037 Payment Date October 2035 The PaymentDate in July, 2037 Payment Date in July, 2037 June 20, 2125 October 2035 N/A Class Designation Class A Notes Class A-L Loans Class B Notes Preferred Shares(1) Interest Rate: Floating Rate Notes Yes N/A Yes N/A Fixed Rate Note No No No Notes No N/A Floating Rate Note Yes Yes Yes Yes No N/A Interest Rate1 Index(3) Benchmark + 1.63Benchmark Benchmark N/A Index Maturity 3-months 3 months 3-months N/A Spread(4) 2.40% Benchmark + 1.802.40% Benchmark + 2.00% Benchmark + 2.803.25% N/A Fixed Rate of Interest N/A N/A N/A N/A Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes Class(es) None A-1 A-1None A Notes, A-2 A-1A-L Loans A Notes, A-2A-L Loans, B A-1, A-2, B, C Notes Pari Passu Classes None None None Class(es) A-L Loans(5) A Notes(5) None None Junior Classes A-2Class(es) B Notes, BPreferred Shares B Notes, C Subordinated B, C, Subordinated C, Subordinated Subordinated Preferred Shares Preferred Shares None Interest Deferrable No No No Yes N/A Re-Pricing Eligible Notes Eligible(4) No No No N/A Yes N/A Listed Form Book-Entry Registered Loans Book-Entry Physical
(1) The Class A-L Loans and the Preferred Shares are not being issued or incurred hereunder. The Class A-L Loans are secured by, but not issued under, this Indenture, but are included in the table above for purposes of setting forth their characteristics and are relevant to the terms hereof. The Class A-L Loans will be incurred pursuant to the Class A-L Credit Agreement. At the election of a Class A-L Lender, all or a portion of the outstanding principal amount of the Class A-L Loans held by such Class A-L Lender may be converted into Class A Notes, in which case the Aggregate Outstanding Amount of the Class A Notes Yes No No No No 1 will be increased by the amount of the Class A-L Loans so converted and the outstanding principal amount of the Class A-L Loans will be reduced accordingly.
(2) Aggregate issue price in the case of the Preferred Shares.
(3) The Benchmark for the Floating Rate Debt will initially be the Term SOFR Rate, which shall be determined for each Interest Accrual Period; provided that the Benchmark for the first Interest Accrual Period will be determined as set forth in the definition of “Term SOFR Rate”.
(4) The spread over the Benchmark for each (or, in the case of any Fixed Rate Debt, the stated rate of interest) with respect to the Re-Pricing Eligible Debt may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes is Debt, subject to reduction pursuant the conditions set forth in Section 9.7.
(5) The Class A Notes and the Class A-L Loans will rank pari passu with respect to Section 9.8payments of interest and principal. The Secured Notes shall be issued or incurred in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture“Minimum Denominations”).
Appears in 1 contract
Sources: Indenture and Security Agreement (Blue Owl Capital Corp III)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Loan Agreement, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$391,675,000500,675,000 (except for (i) Notes Deferred Interest with respect to the Deferrable DebtNotes and the Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or and the Limited Liability Company Agreement).
(iia) Additional Notes issued in accordance with Sections 2.13 and 3.2). Such Notes SuchPrior to the First Refinancing Date, such Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Class Designation Class A-T Notes Class A-F Notes Class A-L Loans Class B Notes Class C Notes Preferred Shares(1) Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$152,000,000 U.S.$46,000,000 U.S.$30,000,000(6) U.S.$32,000,000 U.S.$30,000,000 U.S.$101,675,000 Stated Maturity The Payment Date in July, 2037 November 2034 The Payment Date in July, 2037 November 2034 The Payment Date in July, 2037 November 2034 The Payment Date in July, 2037 June 20, 2125 November 2034 The Payment Date in November 2034 N/A Interest Rate: Floating Rate Debt Yes No Yes Yes Yes N/A Fixed Rate Note Debt No Yes No No No N/A Floating Rate Note Yes Yes Yes Yes Index(3) Benchmark N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80N/A Index Maturity 3-months N/A 3 months 3-months 3-months N/A Spread(4) 2.50% N/A 2.50% 3.50% 4.90% N/A Fixed Rate of Interest N/A 6.02% N/A N/A N/A N/A Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes Class(es) None A-1 A-1None None A-F, A-2 A-1A-L, A-2A-T A-F, A-L, A-T, B A-1A-F, A-2A-L, A-T, B, C Pari Passu Classes None None Class(es)(5) A-F, A-L A-L, A-T A-F, A-T None None None Junior Classes A-2, B, C Subordinated Class(es) B, C, Subordinated Preferred Shares B, C, Subordinated Subordinated Preferred Shares B, C, Preferred Shares C, Preferred Shares Preferred Shares None Interest Deferrable deferrable No No No No Yes N/A Re-Pricing Eligible Notes Eligible(4) No No No Yes N/A Listed Notes Yes No No No No 1 N/A
(1) The Class A-L Loans and the Preferred Shares are not being issued hereunder.
(2) Aggregate issue price in the case of the Preferred Shares.
(3) The Benchmark for the Floating Rate Debt will initially be the Term SOFR Rate, which will be determined for each Interest Accrual Period; provided, that the Benchmark for the first Interest Accrual Period after the Closing Date will be the rate interpolated linearly between the rate for the next shorter period of time for which rates are available and the rate for the next longer period of time for which rates are available.
(4) The spread over the Benchmark for each (or, in the case of any Fixed Rate Debt, the stated rate of interest) with respect to the Re-Pricing Eligible Debt may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes is Debt, subject to reduction pursuant the conditions set forth in Section 9.7.
(5) The Class A-T Notes, the Class A-F Notes and the Class A-L Loans will rank pari passu with respect to Section 9.8. payments of interest and principal.
(6) The Secured Aggregate Outstanding Amount of the Class A-T Notes may be increased to up to $182,000,000 and the Aggregate Outstanding Amount of the Class A-L Loans reduced to $0 upon a conversion of the Class A-L Loans in accordance with this Indenture and the Loan Agreement.
(b) On and after the First Refinancing Date, such Securities shall be issued in minimum denominations of U.S.$250,000 divided into the Classes, having the designations, original principal amounts and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.other characteristics as follows:
Appears in 1 contract
Sources: First Supplemental Indenture (Blue Owl Credit Income Corp.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture and the Memorandum and Articles is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$396,600,000 (except for (i) Notes Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Memorandum and Articles). Such Notes Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Applicable Issuer Issuers Issuers Issuers Issuers Issuers Issuer Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$157,000,000 U.S.$40,000,000 U.S.$20,000,000 U.S.$40,000,000 U.S.$3,000,000 U.S.$136,600,000 Stated Maturity The Payment Date in July, 2037 January 2031 The Payment Date in July, 2037 January 2031 The Payment Date in July, 2037 January 2031 The Payment Date in July, 2037 June 20, 2125 January 2031 The Payment Date in January 2031 N/A Fixed Rate Note Notes No Yes No No No No Yes N/A Floating Rate Note Notes Yes No Yes Yes Yes Yes No N/A Interest Rate1 Benchmark + 1.63Index(3) Reference Rate N/A Reference Rate Reference Rate N/A N/A Index Maturity(4) 3 month N/A 3 month 3 month N/A N/A Spread(5) 1.75% Benchmark + 1.80N/A 2.20% Benchmark + 2.002.75% Benchmark + 2.80N/A N/A Fixed Rate of Interest(5) N/A 3.44% N/A N/A 4.46% N/A S&P “AAA(sf)” “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sfAA(sf)” N/A Priority Classes Class(es) None A-1 A-1None A1-L, A-2 A-1A1-F A1-L, A-2A1-F, B A-1A-▇ ▇▇-▇, A-2▇▇-▇, ▇-▇ ▇▇-▇, ▇▇-▇, ▇-▇, ▇-▇, B, C -F Pari Passu Classes Class(es) A1-F A1-L None None None None B-F B-▇ None Junior Classes A-2Class(es) A-▇, ▇-▇, ▇-▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇-▇, ▇-▇, B-F, C Subordinated Preferred Shares B-L, CB-F, Subordinated C, Subordinated Subordinated Preferred Shares Preferred Shares Preferred Shares None Interest Deferrable deferrable No No No Yes No No N/A Form Book-Entry Book-Entry Book-Entry Book-Entry Book-Entry Physical
1. The Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Preferred Shares
3. The Reference Rate may be changed to an Alternate Reference Rate as described in the definition thereof.
4. The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR (subject to a floor of zero), except that LIBOR for the first Interest Accrual Period shall be an interpolation between 3-month LIBOR and 6-month LIBOR.
5. The spread over the Reference Rate (or, in the case of any Fixed Rate Note, the stated rated of interest) with respect to the Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark for each may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes is Notes, subject to reduction pursuant to the conditions set forth in Section 9.89.7. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture“Minimum Denominations”).
Appears in 1 contract
Sources: Indenture and Security Agreement (Owl Rock Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$529,600,000 aggregate principal amount of Notes (except for (i) Deferred Interest with respect to the Class C Notes or the Class D Notes, (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (iiiii) Additional Notes issued in accordance with Sections 2.13 and 3.2). Such Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Designation(1) Class A-1 Notes Class A-2 Notes Class B Notes Class C Notes Class D Notes Subordinated Notes Type Senior Secured Floating Rate Senior Secured Floating Rate Senior Secured Floating Rate Secured Deferrable Floating Rate Secured Deferrable Floating Rate Initial Principal Amount U.S. (U.S.$) $667,000,000 U.S. 304,500,000 $40,250,000 U.S. 21,000,000 $92,000,000 U.S. 31,500,000 $69,000,000 U.S. 42,000,000 $286,650,000 Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 31,500,000 $99,100,000 Fixed Rate Note No No No No No N/A Floating Rate Note Yes Yes Yes Yes Yes N/A Interest Rate1 Index Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% Benchmark N/A Index Maturity 3 month 3 month 3 month 3 month 3 month N/A Expected S&P Initial Rating “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” “BBB-(sf)” N/A Expected Fitch Initial Rating “AAAsf” N/A N/A N/A N/A N/A Interest Rate(2) Benchmark + 1.48% Benchmark + 1.70% Benchmark + 1.85% Benchmark + 2.30% Benchmark + 3.75% N/A Interest Deferrable No No No Yes Yes N/A Stated Maturity (Payment Date in) January 2037 January 2037 January 2037 January 2037 January 2037 January, 2125
(1) Each Class of Notes is referred to in this Offering Circular using the respective term set forth under the heading “Designation” in the table above. XE “Notes”
(2) The Benchmark is determined as set forth in the definition thereof. The initial Benchmark will be the Term SOFR Rate; provided that, with respect to the first Interest Accrual Period following the Closing Date, the Term SOFR Rate will be determined separately for the period from and including the Closing Date to but excluding the First Interest Determination End Date and the period from and including the First Interest Determination End Date to but excluding the first Payment Date following the Closing Date, in each case, by reference to the Index Maturity. The Benchmark may be changed to the Fallback Rate in accordance with the definition of “Benchmark” and certain other conditions specified therein. DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>.<<NUM>>.<<VER>> \* MERGEFORMAT BUSINESS.32370197.14 Designation(1) Class A-1 Notes Class A-2 Notes Class B Notes Class C Notes Class D Notes Subordinated Notes Minimum Denominations (U.S.$) (Integral Multiples) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $1,200,000($1.00) Priority Classes None A-1 A-1, A-2 A-1, A-2, B A-1, A-2, B, C A-1, A-2, B, C, D Pari Passu Classes None None None None None Junior Classes A-2, B, C C, D, Subordinated B, C, D, Subordinated C, D, Subordinated D, Subordinated Subordinated None Interest Deferrable No No No Yes N/A ReForm Book-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark Entry (Physical for each Class of ReIAIs) Book-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) The Secured Notes shall be issued in minimum denominations Minimum Denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The thereof and the Subordinated Notes shall be issued in minimum denominations Minimum Denominations of U.S.$3,200,000 U.S.$1,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. (a) The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$876,620,000 aggregate principal amount of Notes (except for (i) Notes
(b) The Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2). Such Notes shall will be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Designation
(1) Class A Notes Class B Notes Class C Notes Class D Notes Class E Notes Subordinated Notes Type Senior Secured Floating Rate Senior Secured Floating Rate Mezzanine Secured Deferrable Floating Rate Mezzanine Secured Deferrable Floating Rate Junior Secured Deferrable Floating Rate Subordinated Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Initial Principal Amount U.S. (U.S.$) $667,000,000 U.S. 499,800,000 $40,250,000 U.S. 38,760,000 $92,000,000 U.S. 59,160,000 $69,000,000 U.S. 65,280,000 $286,650,000 Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 57,120,000(3) $156,500,000 Expected Moody’s Initial Rating “Aaa (sf)” At least “Aa2 (sf)” At least “A2 (sf)” At least “Baa3 (sf)” At least “Ba3 (sf)” N/A Floating Rate Notes Yes Yes Yes Yes Yes N/A Fixed Rate Note Notes No No No No No N/A Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Rate(2) Benchmark + 1.631.25% Benchmark + 1.80% Benchmark + 2.002.15% Benchmark + 2.803.35% Benchmark + 7.00%(4) N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes None A-1 A-1, A-2 A-1, A-2, B A-1, A-2, B, C Pari Passu Classes None None None None None Junior Classes A-2, B, C Subordinated B, C, Subordinated C, Subordinated Subordinated None Interest Deferrable No No No Yes Yes Yes N/A Re-Pricing Eligible Notes No Yes No No Yes N/A Listed Notes Yes Unfunded Class No No No No 1 The spread over the Benchmark for each Class of Re-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. The Secured Notes shall be issued Yes No Stated Maturity Payment Date in minimum denominations of July 2034 Payment Date in July 2034 Payment Date in July 2034 Payment Date in July 2034 Payment Date in July 2034 Payment Date in July 2034 Minimum Denominations (Integral Multiples) U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None A ▇, ▇ ▇, ▇, ▇ ▇, ▇, ▇, ▇ A, B, C, D, E Pari Passu Class(es) None None None None None None Junior Class(es) B, C, D, E, Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.C, D, E, Subordinated D, E, Subordinated E, Subordinated Subordinated None Form Global; Certificated Global; Certificated Global; Certificated Global; Certificated Global; Certificated Global; Certificated
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$426,850,000 aggregate principal amount of Notes (except for (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2). Such Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Class Designation A B C-1 C-2 D2 Subordinated Original Principal Amount U.S. $667,000,000 224,000,000 U.S. $40,250,000 28,000,000 U.S. $92,000,000 36,000,000 U.S. $69,000,000 10,000,000 U.S. $286,650,000 28,000,000 U.S. $100,850,000 Stated Maturity Payment Date in JulyApril 15, 2037 Payment Date in July2033 April 15, 2037 Payment Date in July2033 April 15, 2037 Payment Date in July2033 April 15, 2037 June 202033 April 15, 2125 2033 March 11, 2121 Interest Rate1 LIBOR + 1.60% LIBOR + 1.85% LIBOR + 2.80% 3.91% LIBOR + 5.00%3 N/A Fixed Rate Note No No No Yes No N/A Floating Rate Note Yes Yes Yes No Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% N/A Initial S&P “AAA(sf)” Rating “AAA(sf)” “AA(sf)” “A(sf)” “A(sf)” “BBB-(sf)” N/A Priority Classes None A-1 A-1, A-2 A-1, A-2A A, B A-1A, A-2B A, B, C A, B, C, D Pari Passu Classes None None None None None C-▇ ▇-▇ ▇▇▇▇ ▇▇▇▇ Junior Classes A-2, B, C Subordinated B, C, D, Subordinated C, D, Subordinated D, Subordinated D, Subordinated Subordinated None Interest Deferrable No No No Yes N/A Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No No Interest Deferrable No No Yes Yes Yes N/A 1 The spread over the Benchmark LIBOR for each Class of Re-Pricing Eligible Secured Notes (other than the Class A Notes) is subject to reduction pursuant to Section 9.8. 2 On the Closing Date, the Issuer will issue the Unfunded Class (the Class D Notes) to the initial holder(s) thereof. The initial principal amount of the Class D Notes set forth in the table above is a notional amount representing the aggregate principal amount of the Class D Notes (the “Aggregate Unfunded Class Amount”) and is undrawn on and as of the Closing Date. On each Funding Date, the principal amount of the Class D Notes will be set forth in the Unfunded Class Funding Notice for such Funding Date; provided that no Unfunded Class Funding shall be permitted if after giving effect to such Unfunded Class Funding the Aggregate Funded Amount would exceed the Aggregate Unfunded Class Amount. The Class D Notes will not be “Outstanding” on the Closing Date, and except for purposes of transfers of Notes prior to the Funding Date (if any) will have an initial Aggregate Outstanding Amount of zero until such time as the applicable Funding Date (if any) occurs pursuant to Section 2.14. 3 The spread or fixed interest rate, as applicable, for the Class D Notes will be set in connection with the Funding Date (if any); provided that the spread or interest rate, as applicable, will not be greater than the spread or fixed interest rate specified above. The Secured Notes (other than the Class D Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Class D Notes will be issued in minimum denominations of U.S.$500,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 U.S.$3,000,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 shall be U.S.$754,700,000 in aggregate principal amount of Notes (except for (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture 8.6 or (ii) Additional Notes additional securities issued in accordance with Sections 2.13 and 3.2). Such Notes shall be divided into the Classes, Classes having the designations, original principal amounts and other characteristics as follows: Class Designation Class A-1 Notes Class A-2 Notes Class B Notes Class C Notes Subordinated Notes Original Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 (U.S.$) $ 450,000,000 $ 30,000,000 $ 112,500,000 $ 45,000,000 $ 117,200,000 Stated Maturity (Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 in) October 2036 October 2036 October 2036 October 2036 October 2036 Fixed Rate Note No No No No N/A Interest Rate: Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Index(1) Benchmark + 1.63Benchmark Benchmark Benchmark N/A Index Maturity(1) 3 month 3 month 3 month 3 month N/A Spread 1.35 % Benchmark + 1.801.80 % Benchmark + 2.002.15 % Benchmark + 2.803.35 % N/A Initial Rating(s): ▇▇▇▇▇’▇ “Aaa (sf)” N/A N/A N/A N/A S&P “AAA(sfAAA (sf)” “AAA(sfAA (sf)” “AA(sfA (sf)” “A(sfBBB- (sf)” N/A Interest Deferrable No No Yes Yes N/A Priority Classes None A-1 A-1, A-2 A-1, A-2, B A-1, A-2, B, C Pari Passu Classes None None None None None Junior Classes A-2, B, C C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Interest Deferrable Re-Pricing Eligible(2) No No No Yes Yes Yes N/A Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 (1) The spread over initial Benchmark will be the Term SOFR Rate. For any Interpolated Period, unless (solely in the case of an Interpolated Period following the First Interest Determination End Date) the Collateral Manager on behalf of the Issuer provides prior written notice to the Trustee and the Calculation Agent (which may be by email) that no such interpolating shall occur, the Benchmark will be determined by interpolating linearly between the rate for each Class the next shorter period of Re-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. The Secured Notes shall time for which rates are available (which, for avoidance of doubt, may be issued in minimum denominations the daily SOFR rate published by the Term SOFR Administrator for any Interpolated Period shorter than one month) and the rate for the next longer period of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenturetime for which rates are available.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Memorandum and Articles is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$395,500,000 (except for (i) Notes Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Memorandum and Articles). Such Notes Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Class Designation Class A Notes Class B-1 Notes Class B-F Notes Preferred Shares(1) Applicable Issuer Issuers Issuers Issuers Issuer Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$224,000,000 U.S.$26,000,000 U.S.$10,000,000 U.S.$137,775,000 Stated Maturity The Payment Date in July, 2037 June 2032 The Payment Date in July, 2037 June 2032 The Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 Fixed Rate Note No No No No 2032 N/A Interest Rate: Floating Rate Note Yes Notes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.63Index(3) Reference Rate Reference Rate N/A Spread(4) 1.45% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.801.75% N/A N/A Fixed Rate of Interest(4) N/A N/A 2.83% N/A Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sfAA(sf)” N/A Priority Classes Class(es) None A-1 A-1A A A, A-2 A-1, A-2, B A-1, A-2B-1, B, C -F Pari Passu Classes Class(es) None None None None B-F B-1 None Junior Classes A-2Class(es) B-1, B-F, C Subordinated B, C, Subordinated C, Subordinated Subordinated Preferred Shares Preferred Shares Preferred Shares None Interest Deferrable deferrable No No No Yes N/A Form Book-Entry Book-Entry Book-Entry Physical
(1) The Preferred Shares are not being issued hereunder.
(2) Aggregate issue price in the case of the Preferred Shares.
(3) The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR (subject to a floor of zero), except that LIBOR for the first Interest Accrual Period shall be an interpolation between 3-month LIBOR and 6-month LIBOR. The Reference Rate may be changed to an Alternative Reference Rate as described in the definition thereof.
(4) The spread over the Reference Rate (or, in the case of any Fixed Rate Note, the stated rate of interest) with respect to the Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark for each may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes is Notes, subject to reduction pursuant to the conditions set forth in Section 9.89.7. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture“Minimum Denominations”).
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement and the Memorandum and Articles is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$438,900,000 (except for (i) Notes Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Memorandum and Articles). Such Notes Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Applicable Issuer Issuers Issuers Issuer Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$236,500,000 U.S.$15,500,000 U.S.$186,900,000 Stated Maturity The Payment Date in July, 2037 May 2029 The Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 Fixed Rate Note No No No No May 2029 N/A Interest Rate: Floating Rate Note Yes Yes Notes Yes Yes N/A Interest Rate1 Benchmark + 1.63Index(3) Reference Rate Reference Rate N/A Index Maturity(4) 3 month 3 month N/A Spread(5) 2.62% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.803.40% N/A Fixed Rate of Interest(5) N/A N/A N/A Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes Class(es) None A-1 A-1A-▇ ▇-▇, A-2 A-1, A-2, B A-1, A-2, B, C Pari ▇-▇ ▇▇▇▇ Passu Classes None None Class(es) None None None Junior Classes Class(es) A-2, B, C Subordinated B, C, Subordinated C, Subordinated Subordinated Preferred Shares Preferred Shares None Interest Deferrable deferrable No No No Yes N/A Form Book-Entry Book-Entry Physical
1. The Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Preferred Shares.
3. The Reference Rate may be changed to an Alternative Reference Rate as described in the definition thereof.
4. The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR (subject to a floor of zero), except that LIBOR for the first Interest Accrual Period shall be an interpolation between 3-month LIBOR and 6-month LIBOR.
5. The spread over the Reference Rate with respect to the Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark for each may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes is Notes, subject to reduction pursuant to the conditions set forth in Section 9.89.7. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture“Minimum Denominations”).
Appears in 1 contract
Sources: Indenture and Security Agreement (Owl Rock Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Debt that may be authenticated and delivered delivered, or incurred, as applicable, under this Indenture Indenture, the Class A-1L Credit Agreement, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$396,500,000 (except for (i) the Secured Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Secured Notes pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Limited Liability Company Agreement). Such Notes Debt shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$90,000,000 (3) U.S.$22,000,000 U.S.$116,000,000 U.S.$8,000,000 U.S.$24,000,000 U.S.$136,500,000 Stated Maturity The Payment Date in July, 2037 2034 The Payment Date in July, 2037 2034 The Payment Date in July, 2037 2034 The Payment Date in July, 2037 June 202034 The Payment Date in July, 2125 2034 N/A Interest Rate: Floating Rate Debt Yes No Yes Yes Yes N/A Fixed Rate Note Debt No Yes No No No N/A Floating Rate Note Yes Yes Yes Yes Index(4) Benchmark N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80N/A Index Maturity 3-months N/A 3-months 3-months 3-months N/A Spread(6) 2.55% N/A 2.55% 3.10% 3.55% N/A Fixed Rate of Interest(6) N/A 6.37% N/A N/A N/A N/A Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes Class(es) None A-1 A-1None None A-1A, A-1B, A-1L A-1A, A-1B, A-1L, A-2 A-1A-1A, A-1B, A-1L, A-2, B A-1Pari Passu Class(es) A-1B, A-1L (5) A-1A, A-1L (5) A-1A, A-1B (5) None None None Junior Class(es) A-2, B, C Pari Passu Classes None None None None None Junior Classes Preferred Shares A-2, B, C Subordinated Preferred Shares A-2, B, CPreferred Shares B, Subordinated C, Subordinated Subordinated Preferred Shares Preferred Shares None Interest Deferrable No No No Yes No No N/A Re-Pricing Eligible Notes Eligible(6) No No N/A No Yes No N/A Listed Notes Yes No N/A No No No 1 N/A Form Book-Entry Book-Entry Registered Loans Book-Entry Book-Entry Physical
(1) The Class A-1L Loans and the Preferred Shares are not being issued or incurred hereunder. The Class A-1L Loans are secured by, but not issued under, this Indenture, but are included in the table above for purposes of setting forth their characteristics and are relevant to the terms hereof. The Class A-1L Loans will be incurred pursuant to the Class A-1L Credit Agreement. At the election of a Class A-1L Lender, all or a portion of the outstanding principal amount of the Class A-1L Loans held by such Class A-1L Lender may be converted into Class A-1A Notes, in which case the Aggregate Outstanding Amount of the Class A-1A Notes will be increased by the amount of the Class A-1L Loans so converted and the outstanding principal amount of the Class A-1L Loans will be reduced accordingly.
(2) Aggregate issue price in the case of the Preferred Shares.
(3) The outstanding principal amount of the Class A-1A Notes will be U.S.$90,000,000 on the Closing Date and may be increased to up to $206,000,000 in the aggregate upon the exercise of one or more conversions of the Class A-1L Loans into the Class A-1A Notes pursuant to Section 2.6(o) of this Indenture and the outstanding principal amount of the Class A-1L Loans shall be reduced accordingly.
(4) The Benchmark for the Floating Rate Debt will initially be the Term SOFR Rate, which shall be determined for each Interest Accrual Period; provided that the Benchmark for the first Interest Accrual Period will be determined as set forth in the definition of “Term SOFR Rate”. The Benchmark may be changed to the Fallback Rate in accordance with the definition of “Benchmark”.
(5) The Class A-1A Notes, the Class A-1B Notes and the Class A-1L Loans will rank pari passu with respect to payments of interest and principal.
(6) The spread over the Benchmark for each (or, in the case of any Fixed Rate Debt, the stated rate of interest) with respect to the Re-Pricing Eligible Debt may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes is Debt, subject to reduction pursuant to the conditions set forth in Section 9.89.7. The Secured Notes shall be issued or incurred in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture“Minimum Denominations”).
Appears in 1 contract
Sources: Indenture and Security Agreement (Blue Owl Credit Income Corp.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured (i) Notes and Subordinated (including the amount of the Class A Notes upon the conversion of the Class A-L Loans) that may be authenticated and delivered under this Indenture and (ii) Class A-L Loans incurred under the Class A-L Credit Agreement, is limited to U.S.$1,154,900,000 U.S.$369,000,000 aggregate principal amount of Notes Secured Debt (except for (i) Notes Deferred Interest with respect to the Deferrable Notes, (ii) Secured Debt authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Secured Debt pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (iiiii) Additional Notes Debt issued in accordance with Sections 2.13 and 3.2). Such Notes Secured Debt shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Type Senior Secured Floating Rate Senior Secured Floating Rate Senior Secured Floating Rate Secured Deferrable Floating Rate Secured Deferrable Floating Rate Initial Principal Amount U.S. $667,000,000 U.S. 161,000,000 $40,250,000 U.S. 100,000,000 $92,000,000 U.S. 45,000,000 $69,000,000 U.S. 36,000,000 $286,650,000 Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 Fixed Rate Note No No No No N/A Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% N/A 27,000,000 Expected S&P Initial rating “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A “BBB(sf)” Interest Rate1 Benchmark + 1.90% Benchmark + 1.90% Benchmark + 2.30% Benchmark + 2.95% Benchmark + 4.95% Interest Deferrable No No No Yes Yes Stated Maturity Payment Date in July 2036 Payment Date in July 2036 Payment Date in July 2036 Payment Date in July 2036 Payment Date in July 2036 Minimum Denominations (U.S.$) (Integral Multiples) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) Priority Classes None A-1 A-1None A, A-2 A-1A-L A, A-2A-L, B A-1A, A-2A-L, B, C Pari Passu Classes None None A-L A None None None Junior Classes A-2A-L, B, C Subordinated B, C, Subordinated D, Interests B, C, Subordinated Subordinated None Interest Deferrable No No No Yes D, Interests C, D, Interests D, Interests Interests Form Book-Entry (Physical for IAIs) N/A ReBook-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) 1 The spread over initial Benchmark for the Floating Rate Notes shall be the Term SOFR Rate. The Term SOFR Rate is calculated as set forth in the definition thereof; provided that, with respect to the first Interest Accrual Period, the Term SOFR Rate shall calculated by interpolating the rate for a Term SOFR Rate with a term of 6 months and 12 months. However, the Benchmark for each Class of Re-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8may change in accordance with the definition thereof. The Secured Notes Debt shall be issued in minimum denominations Minimum Denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes Secured Debt shall only be transferred or resold in compliance with the terms of this IndentureIndenture or the Class A-L Credit Agreement, as applicable.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Loan Agreement, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$395,820,000 (except for (i) Notes the Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Limited Liability Company Agreement). Such Notes Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Class Designation Class A-1T Notes Class A-1F Notes Class A-1L Loans(1) Class B Notes Preferred Shares(1) Type Senior Secured Floating Rate Senior Secured Fixed Rate Senior Secured Floating Rate Senior Secured Floating Rate Preferred Share Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$152,500,000 U.S.$25,500,000 U.S.$50,000,000 U.S.$32,000,000 U.S.$135,820,000 Stated Maturity The Payment Date in July, 2037 May 2035 The Payment Date in July, 2037 May 2035 The Payment Date in July, 2037 May 2035 The Payment Date in July, 2037 June 20, 2125 May 2035 N/A Interest Rate: Floating Rate Debt Yes No Yes Yes N/A Fixed Rate Note Debt No No Yes No No N/A Floating Rate Note Yes Yes Yes Yes Index(3) Benchmark N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80N/A Index Maturity 3-months N/A 3-months 3-months N/A Spread(4) 2.50% N/A 2.50% 3.60% N/A Fixed Rate of Interest N/A 6.10% N/A N/A N/A Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes None A-1 A-1, A-2 A-1, A-2, B A-1, A-2, B, C Pari Passu Classes Class(es) None None None A-1T, A-1F, A-1L A-1T, A-1F, A-1L, B Pari Passu Class(es) A-1F, A-1L(5) A-1T, A-1L(5) A-1T, A-1F(5) None None Junior Classes A-2, Class(es) B, C Subordinated Preferred Shares B, CPreferred Shares B, Subordinated C, Subordinated Subordinated Preferred Shares Preferred Shares None Interest Deferrable No No No No N/A Re-Pricing Eligible(5) No No No Yes N/A ReForm Book-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 Entry Book-Entry Registered Loans Book-Entry Physical
(1) The Class A-1L Loans and the Preferred Shares are not being issued or incurred hereunder.
(2) Aggregate issue price in the case of the Preferred Shares.
(3) The Benchmark for the Floating Rate Debt will initially be the Term SOFR Rate, which will be determined for each Interest Accrual Period; provided, that the Benchmark for the first Interest Accrual Period after the Closing Date will be the rate interpolated linearly between the rate for the next shorter period of time for which rates are available and the rate for the next longer period of time for which rates are available.
(4) The spread over the Benchmark for each (or, in the case of any Fixed Rate Debt, the stated rate of interest) with respect to the Re-Pricing Eligible Debt may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes is Debt, subject to reduction pursuant the conditions set forth in Section 9.7.
(5) The Class A-1T Notes, the Class A-1F Notes and the Class A-1L Loans will rank pari passu with respect to Section 9.8payments of interest and principal. The Secured Notes Debt shall be issued or incurred in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture“Minimum Denominations”).
Appears in 1 contract
Sources: Indenture and Security Agreement (Owl Rock Core Income Corp.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Memorandum and Articles is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$395,500,000 (except for (i) Notes Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Memorandum and Articles). Such Notes Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Applicable Issuer Issuers Issuers Issuers Issuer Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$224,000,000 U.S.$26,000,000 U.S.$10,000,000 U.S.$137,775,000 Stated Maturity The Payment Date in July, 2037 June 2032 The Payment Date in July, 2037 June 2032 The Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 Fixed Rate Note No No No No 2032 N/A Interest Rate: Floating Rate Note Yes Notes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.63Index(3) Reference Rate Reference Rate N/A Spread(4) 1.45% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.801.75% N/A N/A Fixed Rate of Interest(4) N/A N/A 2.83% N/A Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sfAA(sf)” N/A Priority Classes Class(es) None A-1 A-1A A A, A-2 A-1, A-2, B A-1, A-2B-1, B, C -F Pari Passu Classes Class(es) None None None None B-F B-1 None Junior Classes A-2Class(es) B-1, B-F, C Subordinated B, C, Subordinated C, Subordinated Subordinated Preferred Shares Preferred Shares Preferred Shares None Interest Deferrable deferrable No No No Yes N/A Form Book-Entry Book-Entry Book-Entry Physical
(1) The Preferred Shares are not being issued hereunder.
(2) Aggregate issue price in the case of the Preferred Shares.
(3) The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR (subject to a floor of zero), except that LIBOR for the first Interest Accrual Period shall be an interpolation between 3-month LIBOR and 6-month LIBOR. The Reference Rate may be changed to an Alternative Reference Rate as described in the definition thereof.
(4) The spread over the Reference Rate (or, in the case of any Fixed Rate Note, the stated rate of interest) with respect to the Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark for each may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes is Notes, subject to reduction pursuant to the conditions set forth in Section 9.89.7. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture“Minimum Denominations”).
Appears in 1 contract
Sources: Indenture and Security Agreement (Owl Rock Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Memorandum and Articles is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$438,900,000 (except for (i) Notes Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Memorandum and Articles). Such Notes Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Applicable Issuer Issuers Issuers Issuer Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$252,000,000 U.S.$40,500,000 U.S.$148,000,000 Stated Maturity The Payment Date in July, 2037 August 2033 The Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 August 2033 N/A Interest Rate: Floating Rate Notes Yes Yes N/A Index(3) Reference Rate Reference Rate N/A Index Maturity(4) 3 month 3 month N/A Spread(5) 1.60% 1.90% N/A Fixed Rate Note No No of Interest(5) N/A N/A N/A Initial Rating(s): S&P "AAA(sf)" "AA(sf)" N/A Pari Passu Class(es) None None None Junior Class(es) A-2-R, Preferred Shares Preferred Shares None Interest deferrable No No N/A Floating Form Book-Entry Book-Entry Physical
1. The Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Preferred Shares.
3. The Reference Rate Note Yes Yes Yes Yes N/A may be changed to an Alternative Reference Rate as described in the definition thereof.
4. The Reference Rate shall be calculated as set forth in the definition thereof and shall initially be benchmarked from three-month LIBOR (subject to a floor of zero), except that LIBOR for the first Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes None A-1 A-1, A-2 A-1, A-2, B A-1, A-2, B, C Pari Passu Classes None None None None None Junior Classes A-2, B, C Subordinated B, C, Subordinated C, Subordinated Subordinated None Interest Deferrable No No No Yes N/A Accrual Period after the First Refinancing Date shall be an interpolation between 3-month LIBOR and 6-month LIBOR.
5. The spread over the Reference Rate with respect to the Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark for each may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes is Notes; subject to reduction pursuant to the conditions set forth in Section 9.89.7. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture"Minimum Denominations").
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$2,200,500,000 aggregate principal amount of Notes (except for (i) Deferred Interest with respect to the Class C Notes, (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (iiiii) Additional Notes issued in accordance with Sections 2.13 and 3.2). Such Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Class Designation A-1R A-2RR B-R C-R Subordinated Original Principal Amount U.S. $667,000,000 1,192,400,000 U.S. $40,250,000 171,600,000 U.S. $92,000,000 165,000,000 U.S. $69,000,000 154,000,000 U.S. $286,650,000 517,500,000 Stated Maturity Payment Date in JulyOctober, 2037 2036 Payment Date in JulyOctober, 2037 2036 Payment Date in JulyOctober, 2037 2036 Payment Date in JulyOctober, 2037 June 202036 November 18, 2125 2124 Fixed Rate Note No No No No N/A Interest Rate1 Benchmark + 1.56% Benchmark + 1.75% Benchmark + 1.70% Benchmark + 2.10% N/A Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% Initial Rating(s): S&P "AAA(sf)" "AAA(sf)" "AA(sf)" "A(sf)" N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” Fitch "AAAsf" N/A N/A N/A N/A Priority Classes None A-1 A-1A-1R A-1R, A-2 A-1A-2RR A-1R, A-2, B A-1, A-2A-2RR, B-R A-1R, C A-2RR, B-R, C-R Pari Passu Classes None None None None None Junior Classes A-2A-2RR, B-R, C C-R, Subordinated B-R, C-R, Subordinated C-R, Subordinated Subordinated None Interest Deferrable No No No Yes N/A Re-Pricing Eligible Notes No No No Yes Yes Yes N/A Listed Notes Yes No No No No A
1 The spread over the Benchmark for each Class of Re-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 U.S.$5,751,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Sources: Indenture (GOLUB CAPITAL BDC, Inc.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$300,360,000 aggregate principal amount of Notes (except for (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (ii) Additional Notes Debt issued in accordance with Sections Section 2.13 and 3.2of this Indenture). Such Notes Debt shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Type Senior Secured Floating Rate Senior Secured Floating Rate Subordinated Initial Principal Amount U.S. $667,000,000 U.S. 174,000,000 $40,250,000 U.S. 30,000,000 $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 Fixed Rate Note No No No No N/A Floating Rate Note Yes Yes Yes Yes 96,360,000 Expected S&P Initial rating “AAA (sf)” “AA (sf)” N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.801.70% Benchmark + 2.00% Benchmark + 2.80% N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Stated Maturity Payment Date in January 2037 Payment Date in January 2037 Payment Date in January 2037 Minimum Denominations (U.S.$) (Integral Multiples) $250,000 ($1.00) $1,500,000 ($1.00) $1,500,000 ($1.00) Priority Classes None A-1 A-1, A-2 A-1, A-2A A, B A-1, A-2, B, C Pari Passu Classes None None None None None Junior Classes A-2, B, C Subordinated B, C, Subordinated C, Subordinated Subordinated None Interest Deferrable No No No Yes N/A Re-Pricing Regulation S Eligible Notes No No No Yes N/A Listed Notes Yes No No No No Rule 144A Eligible Yes Yes Yes Form Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) 1 The spread over initial Benchmark for the Floating Rate Secured Debt shall be Term SOFR Rate. Term SOFR Rate is calculated as set forth in the definition hereof. However, the Benchmark for each Class of Re-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8may change in accordance with the definition thereof. The Secured Class A Notes shall be issued in minimum denominations Minimum Denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Class B Notes shall be issued in minimum denominations Minimum Denominations of U.S.$3,200,000 U.S.$1,500,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes will be issued in Minimum Denominations of U.S.$1,500,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes Debt and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$403,200,000 aggregate principal amount of Notes (except for (i) Deferred Interest with respect to the Class C Notes, (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 8.6 of this Indenture or (iiiii) Additional Notes additional notes issued in accordance with Sections 2.13 2.14 and 3.2). Such Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Principal Amount U.S. Amount(1) (U.S.$) $667,000,000 U.S. 232,000,000 $40,250,000 U.S. 40,000,000 $92,000,000 U.S. 32,000,000 $69,000,000 U.S. $286,650,000 99,200,000 Stated Maturity Payment Date in July, April 2037 Payment Date in July, April 2037 Payment Date in July, April 2037 Payment Date in July, April 2037 June 20, 2125 Fixed Rate Note No Debt No No No N/A Floating Rate Note Yes Debt Yes Yes Yes N/A Interest Rate1 Rate Benchmark + 1.63% 1.55%(2) Benchmark + 1.80% 1.80%(2) Benchmark + 2.00% Benchmark + 2.80% 2.25%(2) N/A Index Maturity 3 months 3 months 3 months N/A Initial S&P Rating(s) “AAA(sfAAA (sf)” “AAA(sfAA (sf)” “AA(sfA (sf)” “A(sf)” N/A Interest Deferrable No No Yes N/A Priority Classes None A-1 A-1, A-2 A-1, A-2A A, B A-1, A-2A, B, C Pari Passu Classes None None None None None Junior Classes A-2, B, C Subordinated B, C, Subordinated C, Subordinated Subordinated None Interest Deferrable No No No Yes N/A Re-Pricing Eligible Listed Notes No No No No Applicable Issuer(s) Co-Issuers Co-Issuers Co-Issuers Issuer Re-priceable Class No Yes Yes N/A Listed Notes Yes No No No No 1 A
(1) As of the Closing Date.
(2) The initial Benchmark will be the Term SOFR Rate. The Term SOFR Rate shall be calculated as set forth in the definition of “Term SOFR Rate”. The Benchmark for the first Interest Accrual Period shall be set on two different Notional Determination Dates as set forth herein. The Benchmark may be changed to the Fallback Rate in accordance with the definition of “Benchmark” and certain other conditions specified herein. The spread over the Benchmark for each (or fixed rate of interest, as the case may be) applicable to any Class of Re-Pricing Eligible Notes is Debt may be reduced in connection with a Re-Pricing of such Class of Notes, subject to reduction pursuant to the conditions described under Section 9.89.9. The Each Class of Secured Notes shall be issued in minimum denominations Minimum Denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof and the Subordinated Notes shall be issued in Minimum Denominations of U.S.$1,125,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. (a) The aggregate principal amount of Secured Notes NotesDebt and Subordinated Notes that may be authenticated and delivered under this Indenture (or, in the case of the Class A-1L Loans, incurred under the ClassA-1L Loan Agreement) is limited to U.S.$1,154,900,000 U.S.$300,500,000347,445,000 aggregate principal amount of Notes (NotesDebt except for (i) Deferred Interest with respect to the Class B Notes and the Class C Notes, (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (iiiii) Additional Notes NotesObligations issued in accordance with Sections 2.13 and 3.2). Such (a) Prior to the Refinancing Date, the Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Designation Class A-1 Notes Class A-2A Notes Class A-2B Notes Class B Notes Class C Notes Subordinated Notes Type Senior Secured Floating Rate Notes Senior Secured Floating Rate Notes Senior Secured Fixed Rate Notes Secured Deferrable Floating Rate Notes Secured Deferrable Floating Rate Notes Subordinated Notes Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Original Principal Amount U.S. (U.S.$) $667,000,000 U.S. 178,200,000 $40,250,000 U.S. 25,000,000 $92,000,000 U.S. 9,950,000 $69,000,000 U.S. 16,400,000 $286,650,000 Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 Fixed 17,350,000 $53,600,000 S&P Initial Rating “AAA (sf)” “AA (sf)” “AA (sf)” “A- (sf)” “BBB- (sf)” N/A Interest Rate Note LIBOR1 + 1.73% LIBOR + 2.45% 4.2319% LIBOR + 3.40% LIBOR + 4.40% N/A Interest Deferrable No No No No N/A Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Stated Maturity Aug. 9, 2030 Aug. 9, 2030 Aug. 9, 2030 Aug. 9, 2030 Aug. 9, 2030 Aug. 9, 2030 Minimum Denominations (U.S.$) (Integral Multiples) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) Priority Classes None A-1 A-1A-1 ▇-▇, A-2 A-1▇-▇▇, A-2▇-▇▇ ▇-▇, ▇-▇▇, ▇-▇▇, B A-1▇-▇, A-2▇-▇▇, ▇-▇▇, ▇, ▇ ▇▇▇▇ ▇▇▇▇▇ Classes None ▇-▇▇ ▇-▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇-▇▇, ▇-▇▇, B, C Pari Passu Classes None None None None None Junior Classes A-2C, Subordinated B, C C, Subordinated B, C, Subordinated C, Subordinated Subordinated None Interest Deferrable No No No Yes N/A Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over None
(b) On and after the Benchmark for each Class of Re-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. The Secured Notes Refinancing Date, the Debt shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.designations, original principal amounts and other characteristics as follows:
Appears in 1 contract
Sources: Supplemental Indenture (AB Private Credit Investors Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Memorandum and Articles is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$438,900,000 (except for (i) Notes Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Memorandum and Articles). Such Notes Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Applicable Issuer Issuers Issuers Issuer Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$252,000,000 U.S.$40,500,000 U.S.$148,000,000 Stated Maturity The Payment Date in July, 2037 August 2033 The Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 Fixed Rate Note No No No No August 2033 N/A Interest Rate: Floating Rate Note Yes Yes Notes Yes Yes N/A Interest Rate1 Benchmark + 1.63Index(3) Reference Rate Reference Rate N/A Index Maturity(4) 3 month 3 month N/A Spread(5 4) 1.60% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.801.90% N/A Fixed Rate of Interest(54) N/A N/A N/A Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes Class(es) None A-1 A-1, A-2 -R A-1-R, A-2, B A-1, A-2, B, C -R Pari Passu Classes None None Class(es) None None None Junior Classes Class(es) A-2-R, B, C Subordinated B, C, Subordinated C, Subordinated Subordinated Preferred Shares Preferred Shares None Interest Deferrable deferrable No No No Yes N/A ReForm Book-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 Entry Book-Entry Physical
1. The spread over Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the Benchmark for each Class case of Rethe Preferred Shares.
3. The Reference Rate may be changed to an Alternative Reference Rate as described in the definition thereof.
4. The Reference Rate shall be calculated as set forth in the definition thereof and shall initially be benchmarked from three-Pricing Eligible Notes is month LIBOR (subject to reduction pursuant to Section 9.8. The Secured Notes a floor of zero), except that LIBOR for the first Interest Accrual Period after the First Refinancing Date shall be issued in minimum denominations of U.S.$250,000 an interpolation between 3-month LIBOR and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture6-month LIBOR.
Appears in 1 contract
Sources: Second Supplemental Indenture (Blue Owl Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$693,620,250 aggregate principal amount of Notes (except for (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2). Such Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Principal Amount U.S. $667,000,000 395,500,000 U.S. $40,250,000 38,500,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 259,620,250 Stated Maturity Payment Date in July, 2037 October 2035 Payment Date in JulyOctober 2035 September 21, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 2123 Fixed Rate Note No No No No N/A Interest Rate1 Benchmark + 2.40% Benchmark + 2.30% N/A Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% Initial Rating(s): S&P "AAA(sf)" "AAA(sf)" N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” Fitch "AAAsf" N/A N/A Priority Classes None A-1 A-1, A-2 A-1, A-2, B A-1, A-2, B, C Pari Passu Classes None None None None None Junior Classes A-2, B, C Subordinated B, C, Subordinated C, Subordinated Subordinated None Interest Deferrable No No No Yes N/A Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark for each Class of Re-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 U.S.$2,900,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$908,195,000 aggregate principal amount of Notes (except for (i) Deferred Interest with respect to the Class C Notes and the Class D Notes, (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (iiiii) Additional Notes issued in accordance with Sections 2.13 and 3.2). Such Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 U.S.$ 490,000,000 U.S.$ 38,500,000 U.S.$ 18,000,000 U.S.$ 27,000,000 U.S.$ 95,000,000 U.S.$ 60,000,000 U.S.$ 179,695,000 Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June January 20, 2125 2031 January 20, 2031 January 20, 2031 January 20, 2031 January 20, 2031 January 20, 2031 December 13, 2118 Fixed Rate Note No Yes No No No No N/A Interest Rate LIBOR + 1.48% 4.665 % LIBOR + 2.25% LIBOR + 1.75% LIBOR + 2.30% LIBOR + 2.75% N/A Floating Rate Note Yes No Yes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.63Index LIBOR N/A LIBOR LIBOR LIBOR LIBOR N/A Index Maturity 3 month N/A 3 month 3 month 3 month 3 month N/A Spread1 1.48 % Benchmark + 1.80N/A 2.25 % Benchmark + 2.001.75 % Benchmark + 2.802.30 % 2.75 % N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “AA(sf)” “A(sf)” “BBB-(sf)” N/A Fitch “AAAsf” N/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇ Priority Classes None A-1 A-1A-▇ ▇-▇, A-2 A-1▇-▇ ▇-▇, A-2▇-▇ ▇-▇. A-▇, B A-1▇-▇, A-2▇-▇ ▇-▇, B▇-▇, ▇-▇, ▇-▇, C A-▇, ▇-▇, ▇-▇, ▇-▇, C, D Pari Passu Classes None None None None None B-▇ ▇-▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Junior Classes A-2A-▇, B▇-▇, C Subordinated B▇-▇, ▇, ▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇-▇, C, D, Subordinated C, D, Subordinated C, D, Subordinated D, Subordinated Subordinated None Interest Deferrable No No No No Yes Yes N/A Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark LIBOR for each Class of Re-Pricing Eligible Secured Notes (other than the Class A-1 Notes) is subject to reduction pursuant to Section 9.8. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 U.S.$2,100,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$500,590,000 (except for (i) Notes the Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Limited Liability Company Agreement). Such Notes Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$ 275,000,000 U.S.$ 25,000,000 U.S.$ 25,000,000 U.S.$ 175,590,000 Stated Maturity (the Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 in) July 2036 July 2036 July 2036 N/A Interest Rate: Floating Rate Notes Yes Yes Yes N/A Fixed Rate Note No Notes No No No N/A Floating Rate Note Yes Yes Yes Yes Index(3) Benchmark Benchmark Benchmark N/A Interest Rate1 Benchmark + 1.63Index Maturity 3-months 3-months 3-months N/A Spread(4) 1.68% Benchmark + 1.801.85% Benchmark + 2.00% Benchmark + 2.801.95% N/A Fixed Rate of Interest N/A N/A N/A N/A Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AA(sf)” N/A Fitch “A(sf)AAAsf” N/A N/A N/A Priority Classes Class(es) None A-1 A-1, A-2 A-1, A-2, B A-1, A-2, B, C Pari Passu Classes None Class(es) None None None None Junior Classes Class(es) A-2, B, C Subordinated Preferred Shares B, C, Subordinated C, Subordinated Subordinated Preferred Shares Preferred Shares None Interest Deferrable No No No Yes N/A Re-Pricing Eligible Notes No No No Yes Yes N/A Listed A
(1) The Preferred Shares are not being issued hereunder.
(2) Aggregate issue price in the case of the Preferred Shares.
(3) The Benchmark for the Floating Rate Notes Yes No No No No 1 will initially be the Term SOFR Rate, which shall be determined for each Interest Accrual Period; provided that the Benchmark for the first Interest Accrual Period will be determined as set forth in the definition of “Term SOFR Rate”.
(4) The spread over the Benchmark for each (or, in the case of any Fixed Rate Notes, the stated rate of interest) with respect to the Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes is Notes, subject to reduction pursuant to the conditions set forth in Section 9.89.7. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture“Minimum Denominations”).
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$302,500,000 (except for (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or and (ii) Additional Notes additional securities issued in accordance with Sections 2.13 and 3.2). Such Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ U.S.$176,500,000 U.S.$20,000,000 U.S.$36,750,000 U.S.$22,500,000 U.S.$23,750,000 U.S.23,000,000 Stated Maturity The Payment Date in July, 2037 February 2028 The Payment Date in July, 2037 February 2028 The Payment Date in July, 2037 February 2028 The Payment Date in July, 2037 June 20, 2125 February 2028 The Payment Date in February 2028 The Payment Date in February 2028 Interest Rate: Fixed Rate Note: No 3.440% No No No No Floating Rate Note: Yes No Yes Yes Yes Yes Index LIBOR N/A LIBOR LIBOR LIBOR LIBOR Index Maturity2 3 month N/A 3 month 3 month 3 month 3 month Spread3 2.30% N/A 3.75% 5.40% 5.50% 7.50% Initial Fitch Rating: AAAsf AAAsf N/A N/A N/A N/A Initial ▇▇▇▇▇’▇ Rating: Aaa(sf) Aaa(sf) Aa2(sf) A2(sf) Baa3(sf) Ba3 Priority Class(es) None None A ▇, ▇ ▇, ▇, ▇ ▇, ▇, ▇, ▇ Junior Class(es) B, C, D, E B, C, D, E C, D, E D, E E None Pari Passu Class(es) ▇-▇ ▇-▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Listed Notes Yes Yes Yes Yes No No Interest deferrable No No No Yes Yes Yes ERISA Restricted Note No No No No N/A Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes None A-1 A-1, A-2 A-1, A-2, B A-1, A-2, B, C Pari Passu Classes None None None None None Junior Classes A-2, B, C Subordinated B, C, Subordinated C, Subordinated Subordinated None Interest Deferrable No No No Yes N/A ReYes4 Form Book-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) The spread over the Benchmark for each Class of Re-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. The Secured Notes shall be issued held in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereofthe Minimum Denominations. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Sources: Indenture (NewStar Financial, Inc.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$402,360,000646,360,000 aggregate principal amount of Notes (except for (i) Deferred Interest with respect to the Class C Notes or the Class D Notes, (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (iiiiiii ) Additional Notes issued in accordance with Sections 2.13 and 3.2). Such Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Designation(1) Class A-1-R Notes Class A-2-R Notes Class B-R Notes Class C-R Notes Class D-R Notes Subordinated Notes Type Senior Secured Floating Rate Senior Secured Floating Rate Senior Secured Floating Rate Secured Deferrable Floating Rate Secured Deferrable Floating Rate Initial Principal Amount U.S. (U.S.$) $667,000,000 U.S. 232,000,000 348,000,000 $40,250,000 U.S. 16,000,000 24,000,000 $92,000,000 U.S. 36,000,000 $69,000,000 U.S. 48,000,000 $286,650,000 Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 36,000,000 $154,360,000 Fixed Rate Note No No No No No N/A Floating Rate Note Yes Yes Yes Yes Yes N/A Interest Rate1 Index Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% Benchmark N/A Index Maturity 3 month 3 month 3 month 3 month 3 month N/A Expected S&P Initial Rating “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” “BBB-(sf)” N/A Expected Fitch Initial Rating “AAAsf” N/A N/A N/A N/A N/A Interest Rate(2) Benchmark + 2.401.49% Benchmark + 2.901.65% Benchmark + 1.85% Benchmark + 2.30% Benchmark + 3.30% N/A Interest Deferrable No No No Yes Yes NoN/A Stated Maturity (Payment Date in) October, 2035 2037 October, 2035 2037 October 2037 October 2037 October 2037 October, 2123
(1) Each Class of Notes is referred to in this Offering Circular using the respective term set forth under the heading “Designation” in the table above.
(2) The Benchmark is determined as set forth in the definition thereof. The initial Benchmark will be the Term SOFR Rate; provided that, with respect to the first Interest Accrual Period following the Closing Date, the Term SOFR Rate will be determined separately for the period from and including the Closing Date to but excluding the First Interest Determination End Date and the period from and including the First Interest Determination End Date to but excluding the first Payment Date following the Closing Date, in each case, by reference to the Index Maturity. The Benchmark may be changed to the Fallback Rate in accordance with the definition of “Benchmark” and certain other conditions specified therein. Designation(1) Class A-1-R Notes Class A-2-R Notes Class B-R Notes Class C-R Notes Class D-R Notes Subordinated Notes Minimum Denominations $250,000 $250,000 $250,000 $150,000 $250,000 $1,716,000 (U.S.$) (Integral Multiples) ($1.00) ($1.00) ($1.00) ($1.00) ($1.00) ($1.00) Priority Classes None A-1 A-1, A-2 -R A-1-R, A-2, B -R A-1-R, A-2-R, B-R A-1-R, C A-2-R, B-R, C-R A-1-R, A- 2-R, B-R, C-R, D-R Pari Passu Classes None None None None None Junior Classes A-2-R, B-R, C C-R, D-R, Subordinated B-R, C-R, D-R, Subordinated C-R, D-R, Subordinated D-R, Subordinated Subordinated None Interest Deferrable No No No Yes N/A ReForm Book-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark Entry (Physical for each Class of ReIAIs) Book-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) The Secured Notes shall be issued in minimum denominations Minimum Denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The thereof and the Subordinated Notes shall be issued in minimum denominations Minimum Denominations of U.S.$3,200,000 U.S.$1,716,000 and integral multiples of U.S.$1.00 in excess thereof; provided that the Notes issued to the U.S. Retention Holder on the Closing Date may be issued in Minimum Denominations of U.S.$100,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Sources: Supplemental Indenture (MidCap Financial Investment Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement and the Memorandum and Articles(assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$345,450,000669,245,000 (except for (i) Deferred Interest with respect to the Deferrable Notes and Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Memorandum and ArticlesLimited Liability Company Agreement). Such Notes SuchOn and after the First Refinancing Date, such Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Class Designation Class A-1-1R Notes Class A-2-2R Notes Class B-1 Notes Class B-2 Notes Class C-1 Notes Class C-2 Notes Preferred Shares(1) Applicable Issuer Issuers Issuers Issuer Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$182,000,000354,375,000 U.S.$14,000,00030,375,000 U.S.$49,000,000 U.S.$5,000,000 U.S.$31,500,000 U.S.$39,375,000 U.S.$149,450,000159,620,000 (1) Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June NovemberApril 20, 2125 20292034 NovemberApril 20, 20292034 April 20, 2034 April 20, 2034 April 20, 2034 April 20, 2034 N/A Interest Rate: Fixed Rate Note Notes No No No Yes No Yes N/A Floating Rate Note Notes Yes Yes Yes No Yes No N/A Interest Rate1 Index(3) Reference RateBenchmark Reference RateBenchmark Benchmark + 1.63N/A Benchmark N/A N/A Index Maturity(4) 3 month 3 month 3 month N/A 3 month N/A N/A Spread(4) 1.851.78% Benchmark + 1.802.201.95% Benchmark + 2.002.20% Benchmark + 2.804.25% 3.15% 5.10% N/A Fixed Rate of Interest(5) N/A N/A N/A Initial Rating(s): Fitch “AAAsf” N/A N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “AA(sf)” “A(sf)” “A(sf)” N/A Priority Classes Class(es) None A-1 A-1▇-▇-▇▇ ▇-▇▇, A-2 A-1▇-▇▇ ▇-▇▇, A-2▇-▇▇ ▇-▇▇, B A-1A-2R, A-2B- 1, BB-2 A-1R, C A-2R, B- 1, ▇-▇ ▇-▇-▇▇, ▇-▇▇, ▇-▇, ▇-▇, C-1, C-2 Pari Passu Classes Class(es) None None None None None Junior Classes A-2▇-▇ ▇-▇ ▇-▇ ▇-▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇(▇▇) A-2R, B▇-▇, C Subordinated B▇-▇, C▇-▇, Subordinated C▇-▇, Subordinated Subordinated ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇-▇, ▇-▇, C-1, C-2, Preferred Shares C-1, C-2, Preferred Shares C-1, C-2, Preferred Shares Preferred Shares Preferred Shares None Interest Deferrable deferrable No No No No Yes Yes N/A Re-Pricing Eligible Notes No No Eligible(4) No Yes N/A Listed Notes Yes Yes Yes Yes No No No No 1 Form Book-Entry Book-Entry Book-Entry Book-Entry Book-Entry Book-Entry Physical
1. The spread Preferred Shares are not being issued hereunder. The principal amount of Preferred Shares Outstanding on the First Refinancing Date, including the 149,450 Preferred Shares issued on the Closing Date and after giving effect to the issuance of the 10,170 Preferred Shares on the First Refinancing Date.
2. Aggregate issue price in the case of the Preferred Shares.
3. The Reference Rate may be changed to an Alternative Reference Rate as described in the definition thereofBenchmark for the Floating Rate Notes will be initially the Term SOFR Rate, which will be determined for each Interest Accrual Period.
4. The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR (subject to a floor of zero), except that LIBOR for the first Interest Accrual Period shall be an interpolation between 3-month LIBOR and 6-month LIBOR.spread over the Benchmark for each (or, in the case of any Fixed Rate Note, the stated rate of interest) with respect to the Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes is Notes; subject to reduction pursuant to the conditions set forth in Section 9.89.7. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture“Minimum Denominations”).
Appears in 1 contract
Sources: First Supplemental Indenture (Owl Rock Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement and the Memorandum and Articles is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$345,450,000 (except for (i) Notes Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Memorandum and Articles). Such Notes Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Applicable Issuer Issuers Issuers Issuer Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$182,000,000 U.S.$14,000,000 U.S.$149,450,000 Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June November 20, 2125 2029 November 20, 2029 N/A Interest Rate: Fixed Rate Note No No Notes No No N/A Floating Rate Note Yes Yes Notes Yes Yes N/A Interest Rate1 Benchmark + 1.63Index(3) Reference Rate Reference Rate N/A Index Maturity(4) 3 month 3 month N/A Spread 1.85% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.802.20% N/A Fixed Rate of Interest(5) N/A N/A N/A Initial Rating(s): Fitch "AAAsf" N/A N/A S&P “"AAA(sf)” “" "AAA(sf)” “AA(sf)” “A(sf)” " N/A Priority Classes Class(es) None A-1 A-1▇-▇ ▇-▇, A-2 A-1, A-2, B A-1, A-2, B, C Pari ▇-▇ ▇▇▇▇ Passu Classes None None Class(es) None None None Junior Classes Class(es) A-2, B, C Subordinated B, C, Subordinated C, Subordinated Subordinated Preferred Shares Preferred Shares None Interest Deferrable deferrable No No No Yes N/A ReForm Book-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 Entry Book-Entry Physical
1. The spread over Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the Benchmark for each Class case of Rethe Preferred Shares.
3. The Reference Rate may be changed to an Alternative Reference Rate as described in the definition thereof.
4. The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-Pricing Eligible Notes is month LIBOR (subject to reduction pursuant to Section 9.8a floor of zero), except that LIBOR for the first Interest Accrual Period shall be an interpolation between 3-month LIBOR and 6-month LIBOR. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture"Minimum Denominations").
Appears in 1 contract
Sources: Indenture and Security Agreement (Owl Rock Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$298,870,000 aggregate principal amount of Notes (except for (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (ii) Additional Notes Debt issued in accordance with Sections Section 2.13 and 3.2of this Indenture). Such Notes Debt shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Type Senior Secured Floating Rate Senior Secured Floating Rate Subordinated Initial Principal Amount U.S. $667,000,000 U.S. 174,000,000 $40,250,000 U.S. 30,000,000 $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 Fixed Rate Note No No No No N/A Floating Rate Note Yes Yes Yes Yes 94,870,000 Expected S&P Initial rating “AAA (sf)” “AA (sf)” N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.801.68% Benchmark + 2.00% Benchmark + 2.80% N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Stated Maturity Payment Date in August 2037 Payment Date in August 2037 Payment Date in August 2037 Minimum Denominations (U.S.$) (Integral Multiples) $250,000 ($1.00) $1,500,000 ($1.00) $1,500,000 ($1.00) Priority Classes None A-1 A-1, A-2 A-1, A-2A A, B A-1, A-2, B, C Pari Passu Classes None None None None None Junior Classes A-2, B, C Subordinated B, C, Subordinated C, Subordinated Subordinated None Interest Deferrable No No No Yes N/A Re-Pricing Regulation S Eligible Notes No No No Yes N/A Listed Notes Yes No No No No Rule 144A Eligible Yes Yes Yes Form Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) 1 The spread over initial Benchmark for the Floating Rate Secured Debt shall be Term SOFR Rate. Term SOFR Rate is calculated as set forth in the definition hereof; provided, that with respect to the first Interest Accrual Period, Term SOFR Rate shall be calculated by interpolating the rates for Term SOFR Rate with a tenor of 3 months and 6 months. However, the Benchmark for each Class of Re-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8may change in accordance with the definition thereof. The Secured Class A Notes shall be issued in minimum denominations Minimum Denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Class B Notes shall be issued in minimum denominations Minimum Denominations of U.S.$3,200,000 U.S.$1,500,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes will be issued in Minimum Denominations of U.S.$1,500,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture and the Memorandum and Articles is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$395,310,000 (except for (i) Notes Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Memorandum and Articles). Such Notes Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Applicable Issuer Issuers Issuers Issuers Issuers Issuer Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$166,000,000 U.S.$40,000,000 U.S.$20,000,000 U.S.$34,000,000 U.S.$135,310,000 Stated Maturity The Payment Date in July, 2037 April 2032 The Payment Date in July, 2037 April 2032 The Payment Date in July, 2037 April 2032 The Payment Date in July, 2037 June 20, 2125 April 2032 N/A Interest Rate: Fixed Rate Note Notes No No Yes No No N/A Floating Rate Note Notes Yes Yes No Yes Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + Index(3) Reference Rate N/A Reference Rate Reference Rate N/A Index Maturity(4) 3 month N/A 3 month 3 month N/A Spread(5 4) 1.80% Benchmark + 2.00% Benchmark + 2.80% N/A 2.00% 2.45% N/A Fixed Rate of Interest(54) N/A 2.75% N/A N/A N/A Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes Class(es) None A-1 A-1None A-1L, A-1F A-1L, A-1F, A-2 A-1A-1L, A-1F, A-2, B A-1, Pari Passu Class(es) A-1F A-1L None None None Junior Class(es) A-2, B, C Pari Passu Classes None None None None None Junior Classes Preferred Shares A-2, B, C Subordinated Preferred Shares B, C, Subordinated C, Subordinated Subordinated Preferred Shares Preferred Shares None Interest Deferrable No No No Yes N/A Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes deferrable No No No No 1 N/A Form Book-Entry Book-Entry Book-Entry Book-Entry Physical
1. The spread over Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Preferred Shares
3. The Reference Rate may be changed to an a Benchmark for each Class of ReReplacement as described in the definition thereof.
4. The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-Pricing Eligible Notes is month LIBOR (subject to reduction pursuant to Section 9.8. The Secured Notes a floor of zero), except that LIBOR for the first Interest Accrual Period shall be issued in minimum denominations of U.S.$250,000 an interpolation between 3-month LIBOR and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture6-month LIBOR.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture and the Memorandum and Articles, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S. $1,000) and the Limited Liability Company Agreement is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$395,310,000 (except for (i) Notes Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Memorandum and ArticlesLimited Liability Company Agreement). Such Notes SuchOn and after the First Refinancing Date, such Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Class Designation Class A-1LA-R Notes Class A-1F Notes Class A-2 Notes Class BB-R Notes Preferred Shares(1) Applicable Issuer Issuers Issuers Issuers Issuers Issuer Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$166,000,000 228,000,000 U.S.$40,000,000 U.S.$20,000,000 U.S.$34,000,000 32,000,000 U.S.$135,310,000 Stated Maturity The Payment Date in July, 2037 April 20322036 The Payment Date in July, 2037 April 2032 The Payment Date in July, 2037 April 2032 The Payment Date in July, 2037 June 20, 2125 April 20322036 N/A Interest Rate: Fixed Rate Note Notes No No Yes No No N/A Floating Rate Note Notes Yes Yes No Yes Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80Index(3) Reference RateBenchmark N/A Reference Rate Reference RateBenchmark N/A Index Maturity(4) 3 month N/A 3 month 3 month N/A Spread(5 44) 1.801.85% N/A 2.00% 2.452.35% N/A Fixed Rate of Interest(544 ) N/A 2.75% N/A N/A N/A Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes Class(es) None A-1 A-1None A-1L, A-2 A-1A- 1F A-1L, A-1F, A- 2A-R A-1LA-R, A-1F, A-2, B A-1BB-R Pari Passu Class(es) A-1FNone A-1L None None None Junior Class(es) A-2-R, BB-R, Preferred Shares A-2, B, C Pari Passu Classes None None None None None Junior Classes A-2, Preferred Shares B, C Subordinated B, C, Subordinated C, Subordinated Subordinated Preferred Shares Preferred Shares None Interest Deferrable No No No Yes N/A Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes deferrable No No No No 1 N/A Form Book-Entry Book-Entry Book-Entry Book-Entry Physical
1. The spread over Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Preferred Shares
3. The Benchmark for the Floating Rate Notes will initially be the Term SOFR Rate, which shall be determined for each Interest Accrual Period; provided that the Benchmark for each Class the first Interest Accrual Period will be determined as set forth in the definition of Re-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture“Term SOFR Rate”.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Debt that may be authenticated and delivered under this Indenture or incurred under the Class A-1 Credit Agreement is limited to U.S.$1,154,900,000 U.S.$232,000,000 aggregate principal amount of Notes Debt (except for (i) Deferred Interest with respect to the Class C Notes or the Class D Notes, (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (iiiii) Additional Notes Debt issued in accordance with Sections 2.13 and 3.23.2 or incurred under the Class A-1 Credit Agreement, as applicable). Such Notes Debt shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Type Senior Secured Floating Rate Senior Secured Floating Rate Senior Secured Floating Rate Senior Secured Floating Rate Secured Deferrable Floating Rate Secured Deferrable Floating Rate Initial Principal Amount U.S. (U.S.$) $667,000,000 U.S. 50,000,000 $40,250,000 U.S. 182,000,000 $92,000,000 U.S. 16,000,000 $69,000,000 U.S. 24,000,000 $286,650,000 Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 32,000,000 $24,000,000 $73,200,000 Fixed Rate Note Debt No No No No No No N/A Floating Rate Note Debt Yes Yes Yes Yes Yes Yes N/A Interest Rate1 Index Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% Benchmark Benchmark N/A Index Maturity 3 month 3 month 3 month 3 month 3 month 3 month N/A Expected S&P Initial Rating “AAA(sf)” “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” “BBB-(sf)” N/A Interest Rate(1) Benchmark + 1.54% Benchmark + 1.54% Benchmark + 1.70% Benchmark + 1.90% Benchmark + 2.40% Benchmark + 3.55% N/A Stated Maturity (Payment Date in) October 2037 October 2037 October 2037 October 2037 October 2037 October 2037 October 2125 Minimum Denominations (U.S.$) (Integral Multiples) N/A $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $810,000 ($1.00) Priority Classes None None A-1 A-1Notes, A-1 Loans A-1 Notes, A-1 Loans, A-2 A-1A-1 Notes, A-1 Loans, A-2, B A-1A-1 Notes, A-1 Loans, A-2, B, C A-1 Notes, A-1 Loans, A-2, B, C, D Pari Passu Classes A-1 Notes A-1 Loans None None None None None Junior Classes A-2, B, C C, D, Subordinated A-2, B, C, D, Subordinated B, C, D, Subordinated C, D, Subordinated D, Subordinated Subordinated None Interest Deferrable No No No No Yes Yes N/A Re-Pricing Eligible Notes No No No Yes Form N/A Listed Notes Yes No No No No 1 The spread over the Benchmark Book-Entry (Physical for each Class of ReIAIs) Book-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) The Secured Notes shall be issued in minimum denominations Minimum Denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The thereof and the Subordinated Notes shall be issued in minimum denominations Minimum Denominations of U.S.$3,200,000 U.S.$810,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Sources: Indenture and Security Agreement (Morgan Stanley Direct Lending Fund)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement (assuming solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$399,700,000 (except for (i) Notes Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Limited Liability Company Agreement). Such Notes Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Class Designation Class A Notes Class B-1 Notes Class B-2 Notes Class C Notes Preferred Shares(1) Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(2) U.S.$208,000,000 U.S.$7,000,000 U.S.$13,000,000 U.S.$12,000,000 U.S.$159,700,000 Stated Maturity (Payment Date in July, in) July 2037 Payment Date in July, July 2037 Payment Date in July, July 2037 Payment Date in July, July 2037 June 20, 2125 Fixed Rate Note No No No No N/A Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Rate: Benchmark + 2.00% Benchmark + 2.802.50% 6.254% Benchmark + 2.64% N/A Floating Rate Notes Yes Yes No Yes N/A Fixed Rate Notes No No Yes No N/A Index(3) Benchmark Benchmark N/A Benchmark N/A Corresponding Tenor 3 month 3 month 3 month 3 month N/A Initial S&P Rating “AAA(sf)” “AAA(sfAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes Class(es) None A-1 A-1A A A, A-2 A-1B-1, A-2B-2 A, B A-1B-1, A-2, BB-2, C Pari Passu Classes Class(es) None None None B-2 B-1 None None Junior Classes A-2, B, C Subordinated BClass(es) B-1. B-2, C, Subordinated Preferred Shares C, Subordinated Subordinated Preferred Shares C, Preferred Shares Preferred Shares None Interest Deferrable deferrable No No No Yes No N/A Re-Pricing Eligible Notes Eligible(4) No No No Yes Yes Yes N/A Form Book-Entry Book-Entry Book-Entry Book-Entry Physical Listed Notes Class: Yes No No No No 1 No
1. Aggregate issue price in the case of the Preferred Shares.
2. The Benchmark for the Floating Rate Secured Notes will initially be the Term SOFR Rate, which will be determined for each Interest Accrual Period; provided that the Term SOFR Rate for the period from (and including) the Closing Date to (but excluding) the first Payment Date after the Closing Date will be determined by interpolating linearly between the rate for the next shorter period of time for which rates are published by the Term SOFR Administrator and the rate for the next longer period of time for which rates are published by the Term SOFR Administrator. The Benchmark may be changed to the Fallback Rate in accordance with the definition of “Benchmark”.
3. The spread over the Benchmark for each (or, in the case of any Fixed Rate Notes, the stated rate of interest) with respect to the Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes is Notes, subject to reduction pursuant to the conditions set forth in Section 9.89.7. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 (except for the Class C Notes, which will be issued in minimum denominations of U.S.$150,000) and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture“Minimum Denominations”).
Appears in 1 contract
Sources: Indenture and Security Agreement (Blue Owl Technology Finance Corp. II)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,154,900,000 U.S.$350,000,000 aggregate principal amount of Notes (except for (i) Deferred Interest with respect to the Class B Notes and the Class C Notes, (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (iiiii) Additional Notes additional notes issued in accordance with Sections 2.13 and 3.2). Such Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Type Senior Secured Revolving Floating Rate Senior Secured Floating Rate Senior Secured Floating Rate Senior Secured Deferrable Floating Rate Senior Secured Deferrable Floating Rate Subordinated Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Original Principal Amount U.S. (U.S.$) $667,000,000 U.S. 50,000,000 $40,250,000 U.S. 111,175,000 $92,000,000 U.S. 24,150,000 $69,000,000 U.S. 25,025,000 $286,650,000 Stated Maturity Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 Fixed 13,650,000 $126,000,000 S&P Initial Rating "AAA(sf)"1 "AAA(sf)" "AA(sf)" "A(sf)" N/A N/A Interest Rate Note CP Rate + 1.90% or LIBOR + 1.90%23 LIBOR + 1.80% LIBOR + 3.40% LIBOR + 4.65% LIBOR + 5.50% N/A Listed Notes No Yes Yes Yes No No Interest Deferrable No No No No N/A Floating Rate Note Yes Yes Yes Yes N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Stated Maturity September 25, 2023 September 25, 2023 September 25, 2023 September 25, 2023 September 25, 2023 September 25, 2023 Minimum Denominations (U.S.$) (Integral Multiples) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $100,000 ($1.00) $100,000 ($1.00) Priority Classes None A-1 None A-1R, A-1T A-1R, A-1T, A-2 A-1R, A-1T, A-2, B A-1R, A-1T, A-2, B, C Pari Passu Classes None A-1T A-1R None None None None Junior Classes A-2, B, C C, Subordinated Notes A-2, B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Interest Deferrable No No No Yes N/A Re-Pricing Eligible Notes No No No Yes N/A Listed Notes Yes No No No No 1 The spread over the Benchmark for each Class of Re-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. The Secured Notes (except for the Class C Notes) shall be issued in minimum denominations of U.S.$250,000 U.S.$ 250,000 and integral multiples of U.S.$1.00 in excess thereof. The , and the Class C Notes and the Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 U.S.$ 100,000 and integral multiples of U.S.$1.00 in excess thereofU.S.$1.00. Notes shall only be transferred or resold in compliance with the terms of this Indenture. 1 The ratings assigned to the Class A-1R Notes by S&P do not address the payment of any Class A-1R Note Additional Amounts. 2 Class A-1R Notes will accrue interest at the CP Rate plus the spread indicated above so long as they are held by a CP Conduit and funded through the issuance of commercial paper and otherwise will accrue interest at LIBOR plus the spread indicated above. The CP Rate will be capped at LIBOR + 0.50%. In addition, the Interest Rate of the Class A-1R Notes will be subject to the Interest Rate Cap.
Appears in 1 contract
Sources: Indenture (Garrison Capital Inc.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement (assuming solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$1,154,900,000 aggregate principal amount of Notes U.S.$449,950,000 (except for (i) Notes Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 2.52.4, Section 2.6 2.6, Section 2.7 or Section 8.5 of this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2the Limited Liability Company Agreement). Such Notes Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Original Class Designation Class A-1 Notes Class A-2 Notes Class B Notes Class C Notes Preferred Shares Initial Principal Amount U.S. $667,000,000 U.S. $40,250,000 U.S. $92,000,000 U.S. $69,000,000 U.S. $286,650,000 Amount(1) U.S.$220,000,000 U.S.$5,000,000 U.S.$22,500,000 U.S.$22,500,000 U.S.$179,950,000 Stated Maturity (Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 Payment Date in July, 2037 June 20, 2125 in) April 2036 April 2036 April 2036 April 2036 N/A Interest Rate: Benchmark + 2.15% 6.619% Benchmark + 2.75% Benchmark + 3.50% N/A Floating Rate Notes Yes No Yes Yes N/A Fixed Rate Note Notes No No Yes No No N/A Floating Rate Note Yes Yes Yes Yes Index(2) Benchmark N/A Interest Rate1 Benchmark + 1.63% Benchmark + 1.80% Benchmark + 2.00% Benchmark + 2.80% N/A Corresponding Tenor 3 month N/A 3 month 3 month N/A Initial S&P Rating “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Classes Class(es) None A-1 None A-1, A-2 A-1, A-2, B A-1, A-2, B, C Pari Passu Classes None None Class(es) A-2 A-1 None None None Junior Classes A-2, B, C Subordinated Class(es) B, C, Subordinated Preferred Shares B, C, Subordinated Subordinated Preferred Shares C, Preferred Shares Preferred Shares None Interest Deferrable deferrable No No No Yes No N/A Re-Pricing Eligible Notes No No No Eligible(3) Yes Yes Yes Yes N/A Listed A
1. Aggregate issue price in the case of the Preferred Shares.
2. The Benchmark for the Floating Rate Secured Notes Yes No No No No 1 will initially be the Term SOFR Rate, which will be determined for each Interest Accrual Period; provided that the Term SOFR Rate for the period from (and including) the Closing Date to (but excluding) the first Payment Date after the Closing Date will be determined by interpolating linearly between the rate for the next shorter period of time for which rates are published by the Term SOFR Administrator and the rate for the next longer period of time for which rates are published by the Term SOFR Administrator. The Benchmark may be changed to the Fallback Rate in accordance with the definition of “Benchmark”.
3. The spread over the Benchmark for each (or, in the case of any Fixed Rate Notes, the stated rate of interest) with respect to the Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes is Notes, subject to reduction pursuant to the conditions set forth in Section 9.89.7. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$3,200,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with thereof (the terms of this Indenture“Minimum Denominations”).
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Sources: Indenture and Security Agreement (Blue Owl Technology Income Corp.)