The total nominal consideration
to be received by Triarc and other members of Deerfield is approximately $225 million, consisting of approximately $75 million aggregate principal amount of five-year senior secured notes bearing an initial interest rate of LIBOR plus 500 basis points and 15 million shares of newly issued DFR convertible preferred stock (having a liquidation value of $10.
The New Soros Group proposal is also conditioned upon the transfer, for nominal consideration
, of a minority equity interest in Star Gas LLC to the Soros Group and the agreement by all of the equity holders of Star Gas LLC to: (i) grant the Soros Group the right to appoint all of the members of the board of directors of Star Gas LLC and (ii) not sell their equity interests in Star Gas, LLC without the prior written consent of the Soros Group.
As additional consideration for the loan, the Company issued 10 year warrants to purchase for nominal consideration
$1,032,000 of value of a new series of preferred stock designated Series 2006-B Preferred Stock, which vest ratably over the term of the loan (or upon default) and becomes exercisable when the loan is paid in full (or on default).
The New Soros Group Proposal is also conditioned upon the transfer, for nominal consideration
, of a minority equity interest in Star Gas, LLC to the Soros Group and the agreement by all of the equity holders of Star Gas, LLC to: (i) grant the Soros Group the right to appoint all of the members of the board of directors of Star Gas, LLC and (ii) not sell their equity interests in Star Gas, LLC without the prior written consent of the Soros Group.
In addition, the parties contemplate negotiating and entering into an option agreement under which Krispy Kreme will have the option to acquire 100% of the equity of GCFF for nominal consideration
, exercisable following a due diligence period to be agreed to by the parties.
UKES also anticipates purchasing the 10 shares owned by the Viking Petroleum employees for relatively nominal consideration
Robert Kramer, for nominal consideration
, options ("Options") to purchase common shares in the capital of the Company, from his personal holdings, under the following terms and conditions:
for nominal consideration
into a management performance trust for the benefit of certain members of management who would be eligible to participate in the ownership in these shares after 24 months, if certain performance criteria are met.
Prior to the filing, Krispy Kreme, which previously owned 70% of Freedom Rings, acquired the 30% minority interest for a nominal consideration
In the event the Company fails to file on or before November 8, 2005 a registration statement with the US Securities and Exchange Commission for the purpose of registering under the Act the resale of the shares included in the Units and issuable on exercise of the warrants, each purchaser of the Units will receive for nominal consideration
an additional 0.
Total nominal consideration
from the transaction is approximately $10 million.
Failure to adhere to the schedule will allow MRT to acquire up to 100% of all outstanding shares of Sunburst Mexico for nominal consideration