Print Page  |  Close Window

SEC Filings

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


Final Offering Memorandum or, with respect to a “road show,” at least 10 business days have elapsed between the completion of the “road show” and the commencement of such Blackout Period).

(d) In addition to paragraph (a) above, the Representative may request in writing that the Company and the Guarantors assist the Initial Purchasers in their marketing efforts for the resale of Securities, and the Company and the Guarantors hereby agree to provide such assistance, by causing senior management of the Company (including the CEO and CFO) to participate in a customary “road show” for high yield debt securities on no more than two occasions after the Closing Date that shall not exceed eight business days in the aggregate (unless otherwise agreed by the Company); provided each such “road show” shall (i) not exceed four business days, (ii) be on consecutive business days unless the Company otherwise requests and the Representative shall agrees (such agreement not to be unreasonably withheld, delayed or conditioned), and (iii) each “road show” shall be separated by no less than 30 business days.

(e) Notwithstanding anything to the contrary herein, the Initial Purchasers will pay or cause to be paid all costs, fees and expenses incident to third offer and resale of the Securities by the Initial Purchasers during the Cooperation Period, if any, including, without limitation, (i) all expenses incident to the offer, resale and delivery of the Securities, (ii) all reasonable fees, disbursements and expenses of the Company’s counsel in connection with the offer and resale of the Securities and all other reasonable fees or expenses in connection with the preparation of any Updated Final Offering Memorandum and all amendments and supplements thereto, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, in the quantities herein above specified, (iii) all reasonable fees, disbursements and expenses of each of Pricewaterhouse Coopers LLP, Ernst & Young LLP and Deloitte & Touche LLP in connection with the preparation of any “comfort” letter dated as of any Sale Date and a “bring-down” comfort letter dated as of any Settlement Date, (iv) the reasonable fees and expenses of the Trustee, if any, including the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Exchange Securities, (v) all reasonable filing fees, attorneys’ fees and expense incurred by the Company, the Guarantors or the Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and resale under the securities laws of the several states of the United States, the provinces of Canada or other jurisdictions designated by the Initial Purchasers (including, without limitation, the cost of preparing, printing and mailing preliminary and final blue sky or legal investment memoranda and any related supplements to any Updated Final Offering Memorandum), (vi) any fees payable in connection with the rating of the Securities or the Exchange Securities with the ratings agencies, and (vii) all costs and expenses relating to investor presentations, including any “road show” presentations undertaken in connection with the offer and resale of the Securities by the Initial Purchasers, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives (including the Initial Purchasers) and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with such road show. It is further understood that the Initial Purchasers shall pay their own expenses incident to the third offer and resale of the Securities by the Initial Purchasers during the Cooperation Period, including the fees and disbursements of their counsel. For the avoidance of doubt, the fees and expenses incident to the first and second offers and resales of the Securities by the Initial Purchasers during the Cooperation Period shall be paid in accordance with the provision set forth in Section 6 hereof.

 

32