Print Page  |  Close Window

SEC Filings

NN INC filed this Form 8-K on 10/20/2015
Entire Document

the Updated Final Offering Memorandum from PricewaterhouseCoopers LLP, (ii) a “comfort” letter dated such Sale Date and a “bring-down” comfort letter dated such Settlement Date, with respect to PEP and its subsidiaries and the Updated Final Offering Memorandum from Ernst & Young LLP and (iii) a “comfort letter” dated such Sale Date, with respect to Autocam and the Updated Final Offering Memorandum from Deloitte & Touche LLP, in each case addressed to the Initial Purchasers, such comfort letters to be in the form consistent with that provided under this Agreement (as appropriately updated) and such bring-down comfort letters to be in customary form and substantially consistent with that provided for Rule 144A debt offerings;

(C) an officer’s certificate dated as of such Settlement Date and consistent with the officer’s certificate delivered by the Company pursuant to Section 4(f) (provided that references therein to the Closing Date shall be to such Settlement Date); and

(iii) in connection with such request, use commercially reasonable efforts to assist the Initial Purchasers in their marketing efforts for the resale of Securities during the Cooperation Period (as defined below) by (A) providing to the Initial Purchasers and their counsel all information they reasonably request to update due diligence (including by way of any conference calls) to each Sale Date and each Settlement Date and (B) reasonably cooperating with the Initial Purchasers in connection with the marketing of the Securities by (1) meeting with rating agencies, and (2) preparing road show materials and having senior management (including the CEO and CFO to the extent the inclusion of both would not materially interfere with any day to day operations of the business) of the Company available to participate in one or more meetings with prospective investors, or participating in conference calls at mutually agreeable times with prospective investors to whom the Initial Purchasers propose to resell the unsold allotment of Securities then held by them; provided, that such assistance does not unreasonably interfere with the ongoing operations of the Company and the Guarantors or otherwise impair, in any material respect, the ability of any officer or executive of the Company or any Guarantor to carry out their duties to the Company and the Guarantors;

(iv) to the extent not previously done on or before the Closing Date, use commercially reasonable efforts to (A) obtain CUSIP numbers for the Notes as necessary; (B) obtain eligibility for the Notes to clear and settle through DTC; and (C) maintain a rating of the Notes from Standard & Poor’s and Moody’s;

(v) use commercially reasonable efforts to furnish to each Initial Purchaser and to counsel for the Initial Purchasers, without charge except as set forth in clause (e) below, as many copies of each Updated Final Offering Memorandum and any amendments and supplements thereto as they may reasonably request; provided, that the Initial Purchasers shall not be entitled to use such Updated Final Offering Memorandum delivered pursuant to this clause (v) at such time as (A) the financial information contained therein no longer complies with the applicable requirements of Regulation S-X (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A), or (B) the Company has delivered a blackout notice pursuant to Section 10(c) below;