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SEC Filings
S-4
SUSSER HOLDINGS CORP filed this Form S-4 on 07/15/2016
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Guarantees

The exchange notes will be guaranteed on a senior basis by all of our subsidiaries that guarantee our obligations under our revolving credit facility and term loan facility and certain of our future subsidiaries.

 

Optional Redemption

The Issuers may, at their option, redeem some or all of the exchange notes at any time on or after August 1, 2017, at the redemption prices described herein. Prior to such time, the Issuers may redeem some or all of the exchange notes at 100% of the aggregate principal amount thereof, plus the “applicable premium” and accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, prior to August 1, 2017, the Issuers may redeem up to 35% of the aggregate principal amount of the exchange notes with an amount of cash not greater than the net cash proceeds of certain equity offerings, at a redemption price of 105.500% of the aggregate principal amount of the exchange notes being redeemed, plus accrued and unpaid interest to, but not including, the redemption date.

 

  Please read “Description of the Exchange Notes—Optional Redemption.”

 

Change of Control

If a change of control event occurs, which occurrence (other than one involving the adoption of a plan relating to liquidation or dissolution) is followed by a ratings decline within 90 days of consummation of the transaction, each holder of the exchange notes may require the Issuers to repurchase all or a portion of the holder’s exchange notes at a purchase price equal to 101% of the principal amount of the exchange notes, plus accrued and unpaid interest, if any, to, but not including, the date of settlement. Please read “Description of the Exchange Notes—Repurchase at the Option of Holders—Change of Control.”

 

Certain Covenants

The indenture governing the exchange notes will, among other things, limit our and our restricted subsidiaries’ ability to:

 

    incur additional indebtedness or issue certain types of preferred equity;

 

    make distributions, repurchase equity, or redeem or make payments with respect to subordinated indebtedness;

 

    create liens or other encumbrances;

 

    make investments, loans or other guarantees;

 

    sell or otherwise dispose of a portion of our assets;

 

    engage in certain transactions with affiliates; and

 

    make acquisitions or merge or consolidate with another entity.

 

  However, many of these covenants will terminate if either Moody’s or S&P assigns the notes an investment grade rating and no default exists with respect to the notes. These covenants are subject to a number of important qualifications and exceptions which are described in “Description of the Exchange Notes—Certain Covenants.”

 



 

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