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VIPSHOP HOLDINGS LTD filed this Form SC TO-I/A on 03/07/2017
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Terms defined in the main body of this Agreement shall have the same meaning in this Schedule unless given a different meaning in this Schedule.


(a)           As of the Utilisation Date, the Borrower has engaged the Take-out Investment Banks to act as joint lead managers and bookrunners, underwriters, initial purchasers and placement agents, as applicable, for the Take-out Debt Offering that will provide net proceeds in an aggregate amount that are sufficient to repay all the then outstanding amounts under the Facility.


(b)           At any time after the date that is sixty (60) days after the Utilisation Date and prior to the Securities Demand Termination Date (defined below), the Agent, at the direction of the Majority Lenders, may provide notice to the Borrower setting forth the proposal of the Take-out Investment Banks for a Take-out Debt Offering (such notice, a “Take-out Debt Demand”) and, within thirty (30) days (or sixty (60) days if the Majority Lenders so consent in writing) after receipt of such notice (and, provided that during such period there shall have been completed a reasonable marketing period, including a customary “roadshow” (unless the Borrower and the Take-out Investment Banks jointly determine that conducting a “roadshow” would not likely be commercially beneficial to a successful issuance of the Take-out Debt)), the Borrower will issue Take-out Debt in accordance with such Take-out Debt Demand, provided that, unless the Borrower otherwise agrees:


(i)            a majority of the aggregate principal amount of such Take-out Debt in each offering proposed by the Take-out Investment Banks shall be resold to bona fide third party investors that are not affiliated with any Take-out Investment Bank (other than Asset Management Affiliates (defined below));


(ii)           the interest on such Take-out Debt shall be payable only in cash (and not as paid-in-kind interest), and the interest rate of such Take-out Debt shall be a fixed rate of interest reasonably determined by the Take-out Investment Banks in light of the then prevailing market conditions for senior unsecured debt securities of similarly situated and comparably rated investment grade companies with operations primarily located in the PRC (“Similar Offerings”) in consultation with the Borrower, with the Take-out Investment Banks using commercially reasonable efforts to obtain a favorable interest rate for the Borrower, but in no event shall (A) the weighted average total effective yield to maturity (including original issue discount (“OID”) but excluding any underwriting or purchase discount or fees) applicable to any such Take-out Debt at any time exceed the Total Cap (defined below), (B) any such Take-out Debt be issued at a price to Borrower (prior to payment of initial purchasers’ discount and underwriting fees) less than 97% or (C) any such Take-out Debt be subject to any financial maintenance covenants;



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