Authority of the Representative. Any action by the Underwriters hereunder must be taken by the Representative on behalf of the Underwriters, and any action taken by the Representative shall be binding upon the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, Xxxx Incorporated By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President and Treasurer [Signature Page – Underwriting Agreement] Citigroup Global Markets Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director For itself and the other several Underwriters, if any, named in Schedule II to this Agreement. SCHEDULE I Underwriting Agreement dated June 16, 2020 Registration Statement No. 333-234507 Title, Purchase Price and Description of Securities: Title: 5.625% Senior Notes due 2028 Principal amount: $400,000,000 Purchase price (including accrued interest or amortization, if any): 99.000% Representative: Citigroup Global Markets Inc. Closing Date, Time and Location: June 19, 2020 at 9:00 a.m. at Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred to in Section 5(i) after which the Company may offer or sell debt securities issued or guaranteed by the Company without the consent of the Representative(s): 60 days after Closing Date SCHEDULE II Underwriters Principal Amount of 5.625% Senior Notes due 2028 to be Purchased Citigroup Global Markets Inc. $ 54,000,000 Barclays Capital Inc. 40,000,000 BMO Capital Markets Corp. 40,000,000 BofA Securities, Inc. 40,000,000 Credit Suisse Securities (USA) LLC 40,000,000 Xxxxxxx Xxxxx & Co. LLC 40,000,000 X.X. Xxxxxx Securities LLC 40,000,000 Mizuho Securities USA LLC 40,000,000 RBC Capital Markets, LLC 40,000,000 KeyBanc Capital Markets Inc. 10,000,000 Citizens Capital Markets, Inc. 8,000,000 Commerz Markets LLC 8,000,000 Total $ 400,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE IV Pricing Term Sheet dated June 16, 2020 Xxxx Incorporated $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 This free writing prospectus relates to the offering by Xxxx Incorporated of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 and should be read together with the preliminary prospectus supplement, dated June 16, 2020 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: 5.625% Senior Notes due 2028 (the “Notes”) Aggregate Principal Amount: $400,000,000 Maturity: June 15, 2028 Coupon: 5.625% Price: 100.000% plus accrued interest, if any, from June 19, 2020 Yield to Maturity: 5.625% Benchmark Treasury: UST 0.500% due May 31, 2027 Spread to Benchmark Treasury: +507 basis points Interest Payment Dates: June 15 and December 15, commencing December 15, 2020 (short first coupon) Record Dates: June 1 and December 1 Optional Redemption: At any time on or after June 15, 2023, we may redeem some or all of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% Prior to June 15, 2023, we may also redeem some or all of the Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. At any time prior to June 15, 2023, we may redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: June 19, 2020 (T+3) CUSIP/ISIN: 235825 AG1 / US235825AG15 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $396,000,000 Joint Book-Running Managers: Citigroup Global Markets Inc. Barclays Capital Inc. BMO Capital Markets Corp. BofA Securities, Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC RBC Capital Markets, LLC KeyBanc Capital Markets Inc. Citizens Capital Markets, Inc. Commerz Markets LLC * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA Securities, Inc. NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-294-1322; Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx; Xxxxxxx Xxxxx & Co. LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Debt Capital Markets Syndicate, by calling 1-866-271-7403; RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the day of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email system.

Appears in 1 contract

Samples: Dana Inc

Authority of the Representative. The Representative is duly authorized to act hereunder on behalf of the other Underwriters. Any action by the Underwriters hereunder ~~must~~ may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding ~~upon~~ on all the Underwriters. If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us the enclosed duplicate hereof, whereupon~~ indicate your acceptance of this Agreement ~~and your acceptance shall represent a binding agreement among~~ by signing in the ~~Company and the several Underwriters~~space provided below. Very truly yours, ~~Xxxx Incorporated~~ SIXTH STREET SPECIALTY LENDING, INC. By: /s/ Xxx X. Xxxxxxxx Name: Xxx X. Xxxxxxxx Title: Chief Financial Officer SIXTH STREET SPECIALTY LENDING ADVISERS, LLC By: /s/ Xxx X. Xxxxxxxx Name: Xxx X. Xxxxxxxx Title: Vice President [Signature page to Underwriting Agreement] XXXXXX XXXXXXX & CO. LLC Acting on behalf of itself and the several Underwriters listed in Schedule 1 hereto. XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxxx ~~Xxxxx~~ Xxxx Name: Xxxxxxx ~~Xxxxx Title: Senior Vice President and Treasurer [Signature Page – Underwriting Agreement] Citigroup Global Markets Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx~~ Xxxx Title: Managing Director ~~For itself and~~ Schedule 1 The public offering price per share for the ~~other several Underwriters, if any, named in Schedule II~~ Securities shall be $21.65. The public offering price as to ~~this Agreement~~each investor shall be the price paid by each investor. ~~SCHEDULE I Underwriting Agreement dated June 16, 2020 Registration Statement No. 333-234507 Title, Purchase Price and Description~~ Name of Securities: Title: 5.625% Senior Notes due 2028 Principal amount: $400,000,000 Purchase price (including accrued interest or amortization, if any): 99.000% Representative: Citigroup Global Markets Inc. Closing Date, Time and Location: June 19, 2020 at 9:00 a.m. at Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred to in Section 5(i) after which the Company may offer or sell debt securities issued or guaranteed by the Company without the consent Underwriter Number of ~~the Representative(s): 60 days after Closing Date SCHEDULE II Underwriters Principal Amount of 5.625% Senior Notes due 2028~~ Initial Securities to be Purchased ~~Citigroup Global Markets Inc. $ 54,000,000 Barclays Capital Inc. 40,000,000 BMO Capital Markets Corp. 40,000,000~~ Xxxxxx Xxxxxxx & Co. LLC 1,000,000 BofA Securities, Inc. ~~40,000,000 Credit Suisse Securities (USA)~~ 600,000 Xxxxx Fargo Securities, LLC ~~40,000,000~~ 600,000 Xxxxxxx Xxxxx & Co. LLC ~~40,000,000 X.X. Xxxxxx Securities LLC 40,000,000 Mizuho Securities USA LLC 40,000,000~~ 400,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 400,000 Xxxxxxx Xxxxx & Associates, Inc. 400,000 RBC Capital Markets, LLC ~~40,000,000 KeyBanc Capital Markets Inc. 10,000,000 Citizens Capital Markets, Inc. 8,000,000 Commerz Markets~~ 400,000 JMP Securities LLC ~~8,000,000~~ 200,000 Total ~~$ 400,000,000 SCHEDULE III~~ 4,000,000 Xxxxxxxx 0 0. Xxxx Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE IV Pricing Term Sheet dated June 16, 2020 Xxxx Incorporated $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 This free writing prospectus relates to the offering by Xxxx Incorporated of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 and should be read together with the preliminary prospectus supplement, dated June 16, 2020 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: 5.625% Senior Notes due 2028 (the “Notes”) Aggregate Principal Amount: $400,000,000 Maturity: June 15, 2028 Coupon: 5.625% Price: 100.000% plus accrued interest, if any, from June 19, 2020 Yield to Maturity: 5.625% Benchmark Treasury: UST 0.500% due May 31, 2027 Spread to Benchmark Treasury: +507 basis points Interest Payment Dates: June 15 and December 15, commencing December 15, 2020 (short first coupon) Record Dates: June 1 and December 1 Optional Redemption: At any time on or after June 15, 2023, we may redeem some or all 3 Subsidiaries of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% Prior to June 15, 2023, we may also redeem some or all of the Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. At any time prior to June 15, 2023, we may redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: June 19, 2020 (T+3) CUSIP/ISIN: 235825 AG1 / US235825AG15 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $396,000,000 Joint Book-Running Managers: Citigroup Global Markets Inc. Barclays Capital Inc. BMO Capital Markets Corp. BofA Securities, Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC RBC Capital Markets, LLC KeyBanc Capital Markets Inc. Citizens Capital Markets, Inc. Commerz Markets LLC * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA Securities, Inc. NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-294-1322; Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx; Xxxxxxx Xxxxx & Co. LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Debt Capital Markets Syndicate, by calling 1-866-271-7403; RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the day of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email system.Company

Appears in 1 contract

Samples: Administration Agreement (Sixth Street Specialty Lending, Inc.)

Authority of the Representative. The Representative is duly authorized to act hereunder on behalf of the other Underwriters. Any action by the Underwriters hereunder ~~must~~ may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding ~~upon~~ on all the Underwriters. If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us the enclosed duplicate hereof, whereupon~~ indicate your acceptance of this Agreement ~~and your acceptance shall represent a binding agreement among~~ by signing in the ~~Company and the several Underwriters~~space provided below. Very truly yours, ~~Xxxx Incorporated~~ OWL ROCK CAPITAL CORPORATION By: /s/ ~~Xxxxxxx Xxxxx~~ Axxx Xxxxxxxxxxx Name: ~~Xxxxxxx Xxxxx~~ Axxx Xxxxxxxxxxx Title: ~~Senior Vice President~~ Chief Operating Officer and ~~Treasurer [Signature Page – Underwriting Agreement] Citigroup Global Markets Inc.~~ Chief Financial Officer OWL ROCK CAPITAL ADVISORS LLC By: /s/ ~~Xxxxxxx X. Xxxxx~~ Axxx Xxxxxxxxxxx Name: ~~Xxxxxxx X. Xxxxx~~ Axxx Xxxxxxxxxxx Title: Chief Operating Officer and Chief Financial Officer BOFA SECURITIES, INC. Acting on behalf of itself and the several Underwriters listed in Schedule 1 hereto. BOFA SECURITIES, INC. By: /s/ Sxxxx Xxxxxx Name: Sxxxx Xxxxxx Title: Managing Director ~~For itself and the other several Underwriters, if any, named in Schedule II to this Agreement. SCHEDULE I Underwriting Agreement dated June 16, 2020 Registration Statement No. 333-234507 Title,~~ The Purchase Price and Description of Securities: Title: 5.625% Senior Notes due 2028 Principal amount: $400,000,000 Purchase price (including accrued interest or amortization, if any): 99.000% Representative: Citigroup Global Markets Inc. Closing Date, Time and Location: June 19, 2020 at 9:00 a.m. at Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred for the Securities to ~~in Section 5(i) after which the Company may offer or sell debt securities issued or guaranteed~~ be paid by the ~~Company without the consent of the Representative(s): 60 days after Closing Date SCHEDULE II~~ several Underwriters ~~Principal Amount of 5.625% Senior Notes due 2028 to~~ shall be Purchased Citigroup Global Markets Inc. $ 54,000,000 Barclays Capital Inc. 40,000,000 BMO Capital Markets Corp. 40,000,000 BofA Securities, Inc. 40,000,000 Credit Suisse Securities (USA) LLC 40,000,000 Xxxxxxx Xxxxx & Co. LLC 40,000,000 X.X. Xxxxxx Securities LLC 40,000,000 Mizuho Securities USA LLC 40,000,000 RBC Capital Markets, LLC 40,000,000 KeyBanc Capital Markets Inc. 10,000,000 Citizens Capital Markets, Inc. 8,000,000 Commerz Markets LLC 8,000,000 Total $ 400,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE IV Pricing Term Sheet dated June 16, 2020 Xxxx Incorporated $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 This free writing prospectus relates to the offering by Xxxx Incorporated of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 and should be read together with the preliminary prospectus supplement, dated June 16, 2020 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: 5.625% Senior Notes due 2028 (the “Notes”) Aggregate Principal Amount: $400,000,000 Maturity: June 15, 2028 Coupon: 5.625% Price: 100.000% plus accrued interest, if any, from June 19, 2020 Yield to Maturity: 5.625% Benchmark Treasury: UST 0.500% due May 31, 2027 Spread to Benchmark Treasury: +507 basis points Interest Payment Dates: June 15 and December 15, commencing December 15, 2020 (short first coupon) Record Dates: June 1 and December 1 Optional Redemption: At any time on or after June 15, 2023, we may redeem some or all of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% Prior to June 15, 2023, we may also redeem some or all of the Notes at a redemption price equal to 10097.754% of the aggregate principal amount thereof~~, plus accrued and unpaid interest, if any,~~ . Underwriter Principal Amount of Securities to the redemption date plus a “make-whole” premium. At any time prior to June 15, 2023, we may redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: June 19, 2020 (T+3) CUSIP/ISIN: 235825 AG1 / US235825AG15 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $396,000,000 Joint Book-Running Managers: Citigroup Global Markets Inc. Barclays Capital Inc. BMO Capital Markets Corp. be Purchased BofA Securities, Inc. ~~Credit Suisse~~ $ 112,000,000 ING Financial Markets LLC 54,400,000 MUFG Securities ~~(USA) LLC Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC RBC Capital Markets~~Americas Inc. 54,400,000 SG Americas Securities, LLC ~~KeyBanc Capital Markets Inc. Citizens Capital Markets~~54,400,000 SMBC Nikko Securities America, Inc. Commerz Markets LLC * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA 54,400,000 Truist Securities, Inc. ~~NC1-004-03-43~~54,400,000 Compass Point Research & Trading, ~~000 Xxxxx Xxxxxxx Xxxxxx~~LLC 6,000,000 ICBC Standard Bank Plc 6,000,000 JMP Securities LLC 6,000,000 Kxxxx, ~~0xx Xxxxx~~Bxxxxxxx & Wxxxx, Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-294-1322; Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx; Xxxxxxx Xxxxx Inc. 6,000,000 Ladenburg Txxxxxxx & Co. LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Debt Inc. 6,000,000 Oxxxxxxxxxx & Co. Inc. 6,000,000 PNC Capital Markets ~~Syndicate~~LLC 6,000,000 R. Xxxxxxx & Co., ~~by calling 1-866-271-7403; RBC Capital Markets~~LLC 6,000,000 Rxxxxxx Jxxxx & Associates, ~~LLC~~Inc. 6,000,000 Seaport Global Securities LLC 6,000,000 Wxxxx Fargo Securities, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the day of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email system.LLC 6,000,000 Total $ 450,000,000 Schedule 2

Appears in 1 contract

Samples: Underwriting Agreement (Owl Rock Capital Corp)

Authority of the Representative. Any action by the Underwriters hereunder must be taken by the Representative on behalf of the Underwriters, and any action taken by the Representative shall be binding upon the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, Xxxx Incorporated By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President and Treasurer [Signature Page – Underwriting Agreement] Citigroup Global Markets Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director For itself and the other several Underwriters, if any, named in Schedule II to this Agreement. SCHEDULE I Underwriting Agreement dated ~~June 16~~November 15, ~~2020~~ 2021 Registration Statement No. 333-234507 Title, Purchase Price and Description of Securities: Title: ~~5.625~~4.500% Senior Notes due ~~2028~~ 2032 Principal amount: $~~400,000,000~~ 350,000,000 Purchase price (including accrued interest or amortization, if any): 99.000% Representative: Citigroup Global Markets Inc. Closing Date, Time and Location: ~~June 19~~November 24, ~~2020~~ 2021 at 9:00 a.m. at Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred to in Section 5(i) after which the Company may offer or sell debt securities issued or guaranteed by the Company without the consent of the Representative(s): 60 days after Closing Date SCHEDULE II Underwriters Principal Amount of ~~5.625~~4.500% Senior Notes due ~~2028~~ 2032 to be Purchased Citigroup Global Markets Inc. $ ~~54,000,000~~ 113,750,000 Barclays Capital Inc. ~~40,000,000~~ 26,250,000 BMO Capital Markets Corp. ~~40,000,000~~ 26,250,000 BofA Securities, Inc. ~~40,000,000~~ 26,250,000 Credit Suisse Securities (USA) LLC ~~40,000,000~~ 26,250,000 Xxxxxxx Xxxxx & Co. LLC ~~40,000,000~~ 26,250,000 X.X. Xxxxxx Securities LLC ~~40,000,000~~ 26,250,000 Mizuho Securities USA LLC ~~40,000,000~~ 26,250,000 RBC Capital Markets, LLC ~~40,000,000 KeyBanc Capital Markets Inc. 10,000,000~~ 26,250,000 Citizens Capital Markets, Inc. ~~8,000,000 Commerz~~ 8,750,000 Fifth Third Securities, Inc. 8,750,000 KeyBanc Capital Markets ~~LLC 8,000,000~~ Inc. 8,750,000 Total $ ~~400,000,000~~ 350,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE IV Pricing Term Sheet dated ~~June 16~~November 15, ~~2020~~ 2021 Xxxx Incorporated $~~400.0 million~~ 350,000,000 aggregate principal amount of ~~5.625~~4.500% Senior Notes due ~~2028~~ 2032 This free writing prospectus relates to the offering by Xxxx Incorporated of $~~400.0 million~~ 350,000,000 aggregate principal amount of ~~5.625~~4.500% Senior Notes due ~~2028~~ 2032 and should be read together with the preliminary prospectus supplement, dated ~~June 16~~November 15, ~~2020~~ 2021 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: ~~5.625~~4.500% Senior Notes due ~~2028~~ 2032 (the “Notes”) Aggregate Principal Amount: $~~400,000,000~~ 350,000,000 Maturity: ~~June~~ February 15, ~~2028~~ 2032 Coupon: ~~5.625~~4.500% Price: 100.000% plus accrued interest, if any, from ~~June 19~~November 24, ~~2020~~ 2021 Yield to Maturity: ~~5.625~~4.500% Benchmark Treasury: UST ~~0.500~~1.375% due ~~May 31~~November 15, ~~2027~~ 2031 Spread to Benchmark Treasury: ~~+507~~ +288 basis points Interest Payment Dates: ~~June~~ February 15 and ~~December~~ August 15, commencing ~~December~~ August 15, ~~2020~~ 2022 (~~short~~ long first coupon) Record Dates: ~~June~~ February 1 and ~~December~~ August 1 Optional Redemption: At any time on or after ~~June~~ February 15, ~~2023~~2027, we may redeem some or all of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on ~~June~~ February 15 of the years set forth below: Year Redemption Price ~~2023 102.813~~2027 102.250 % ~~2024 101.406~~2028 101.500 % ~~2025~~ 2029 100.750% 2030 and thereafter ~~100.000~~100.000 % Prior to ~~June~~ February 15, ~~2023~~2027, we may also redeem some or all of the Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. At any time prior to ~~June~~ February 15, ~~2023~~2025, we may redeem up to 3540% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to ~~105.625~~104.500% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: ~~June 19~~November 24, ~~2020~~ 2021 (~~T+3~~T+7) CUSIP/ISIN: 235825 ~~AG1~~ AJ5 / ~~US235825AG15~~ US235825AJ53 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $~~396,000,000~~ 346,500,000 Joint ~~Book-~~Book Running Managers: Citigroup Global Markets Inc. Barclays Capital Inc. BMO Capital Markets Corp. BofA Securities, Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC RBC Capital Markets, LLC ~~KeyBanc Capital Markets Inc.~~ Co-Managers: Citizens Capital Markets, Inc. ~~Commerz~~ Fifth Third Securities, Inc. KeyBanc Capital Markets ~~LLC~~ Inc. * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., ~~0 Xxxxx Xxxxxx,~~ 000 X. 00xx ~~Xxxxx~~Xx., Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA Securities, Inc. NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-~~294-~~294- 1322; Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx; Xxxxxxx Xxxxx & Co. LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing ~~xxxxxxxxxx-xx@xx.xxxxx.xx.xxx~~prospectus- xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, ~~000 Xxxx Xxxxxx, 00xx Xxxxx~~0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: Debt Capital Markets Syndicate, by calling 1-866-271-7403; and RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the ~~third~~ seventh business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “~~T+3~~T+7”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the fourth business day of after pricing will be required, by virtue of the fact that the Notes initially will settle in ~~T+3~~T+7, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes who wish to trade Notes prior to their date of delivery should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email system.

Appears in 1 contract

Samples: Dana Inc

Authority of the Representative. Any action by the Underwriters hereunder ~~must~~ may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding upon the Underwriters. If the foregoing is in accordance with your understanding of our agreement, ~~please~~ kindly sign and return to us the Representative the enclosed ~~duplicate~~ copies hereof, whereupon this ~~Agreement and your acceptance~~ instrument, along with all counterparts hereof, shall ~~represent~~ become a binding agreement ~~among the Company and the several Underwriters~~in accordance with its terms. Very truly yours, ~~Xxxx Incorporated By: /s/~~ Xxxxxxx ~~Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President and Treasurer [Signature Page – Underwriting Agreement] Citigroup Global Markets Inc.~~ Energy Corporation By: /s/ Xxxxxxx X. ~~Xxxxx~~ Xxxxxxx, III Name: Xxxxxxx X. ~~Xxxxx~~ Xxxxxxx, III Title: ~~Managing Director For itself~~ President, Chief Executive Officer and Chairman of the ~~other several Underwriters, if any, named in Schedule II to this Agreement. SCHEDULE I~~ Board of Directors The foregoing Underwriting Agreement ~~dated June 16, 2020 Registration Statement No~~is hereby confirmed and accepted by the Representative as of the date first above written. ~~333-234507 Title, Purchase Price and Description~~ XXXXXXX RICE & COMPANY L.L.C. As representative of ~~Securities~~the several underwriters By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: 5.625% Senior Notes due 2028 Principal amount: $400,000,000 Purchase price (including accrued interest or amortization, if any): 99.000% Representative: Citigroup Global Markets Inc. Closing Date, Time and Location: June 19, 2020 at 9:00 a.m. at Shearman Equity Member SCHEDULE A Schedule of Underwriters Name Shares Xxxxxxx Xxxx & ~~Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred to in Section 5(i) after which the~~ Company may offer or sell debt securities issued or guaranteed by the Company without the consent of the Representative(s): 60 days after Closing Date SCHEDULE II Underwriters Principal Amount of 5.625% Senior Notes due 2028 to be Purchased Citigroup Global Markets Inc. $ 54,000,000 Barclays L.L.C. 4,000,000 Macquarie Capital ~~Inc. 40,000,000 BMO Capital Markets Corp. 40,000,000 BofA Securities, Inc. 40,000,000 Credit Suisse Securities~~ (USA) ~~LLC 40,000,000~~ Inc. 2,500,000 Xxxxxxx & Company International 800,000 Canaccord Genuity Inc. 675,000 Capital One Southcoast, Inc. 675,000 Xxxxx ~~& Co. LLC 40,000,000 X.X. Xxxxxx Securities LLC 40,000,000 Mizuho Securities USA LLC 40,000,000 RBC Capital Markets~~and Company, LLC ~~40,000,000 KeyBanc Capital Markets Inc. 10,000,000 Citizens Capital Markets~~675,000 Xxxxxx, ~~Inc. 8,000,000 Commerz Markets LLC 8,000,000 Total $ 400,000,000~~ Xxxxxxxx & Company, Incorporated 675,000 SCHEDULE ~~III~~ B Schedule of Information and Free Writing Prospectuses included in the ~~Disclosure Package None. SCHEDULE IV Pricing Term Sheet dated June 16, 2020 Xxxx Incorporated $400.0 million aggregate principal amount~~ Time of ~~5.625% Senior Notes due 2028 This free~~ Sale Prospectus Free writing prospectus ~~relates to~~ dated December 13, 2011 SCHEDULE C Subsidiaries of the ~~offering by Xxxx Incorporated~~ Company None SCHEDULE D Capitalization of the Company 165,000,000 shares authorized, consisting of 150,000,000 shares of common stock, par value $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 and should be read together with the preliminary prospectus supplement, dated June 16, 2020 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference.01 per share, and ~~the related base prospectus~~15,000,000 shares of preferred stock, ~~dated November 5~~par value $.01 per share 1,000 shares of common stock issued and outstanding as of December 13, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: 5.625% Senior Notes due 2028 (the “Notes”) Aggregate Principal Amount: $400,000,000 Maturity: June 15, 2028 Coupon: 5.625% Price: 100.000% plus accrued interest, if any, from June 19, 2020 Yield to Maturity: 5.625% Benchmark Treasury: UST 0.500% due May 31, 2027 Spread to Benchmark Treasury: +507 basis points Interest Payment Dates: June 15 and December 15, commencing December 15, 2020 (short first coupon) Record Dates: June 1 and December 1 Optional Redemption: At any time on or after June 15, 2023, we may redeem some or all of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% Prior to June 15, 2023, we may also redeem some or all of the Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. At any time prior to June 15, 2023, we may redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: June 19, 2020 (T+3) CUSIP/ISIN: 235825 AG1 / US235825AG15 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $396,000,000 Joint Book-Running Managers: Citigroup Global Markets Inc. Barclays Capital Inc. BMO Capital Markets Corp. BofA Securities, Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Sachs 2011 EXHIBIT A FORM OF OPINION OF AKIN GUMP XXXXXXX XXXXX & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC RBC Capital Markets, LLC KeyBanc Capital Markets Inc. Citizens Capital Markets, Inc. Commerz Markets LLC * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA Securities, Inc. NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-294-1322; Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx; Xxxxxxx Xxxxx & Co. LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Debt Capital Markets Syndicate, by calling 1-866-271-7403; RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the day of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email system.XXXX LLP

Appears in 1 contract

Samples: Underwriting Agreement (Sanchez Energy Corp)

Authority of the Representative. The Representative is duly authorized to act hereunder on behalf of the other Underwriters. Any action by the Underwriters hereunder ~~must~~ may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding ~~upon~~ on all the Underwriters. If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us the enclosed duplicate hereof, whereupon~~ indicate your acceptance of this Agreement ~~and your acceptance shall represent a binding agreement among~~ by signing in the ~~Company and the several Underwriters~~space provided below. Very truly yours, ~~Xxxx Incorporated~~ SIXTH STREET SPECIALTY LENDING, INC. By: /s/ ~~Xxxxxxx~~ Xxx X. Xxxxxxxx Name: Xxx X. Xxxxxxxx Title: Chief Financial Officer SIXTH STREET SPECIALTY LENDING ADVISERS, LLC By: /s/ Xxx X. Xxxxxxxx Name: Xxx X. Xxxxxxxx Title: Vice President [Signature page to Underwriting Agreement] XXXXX FARGO SECURITIES, LLC Acting on behalf of itself and the several Underwriters listed in Schedule 1 hereto. XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxx Name: ~~Xxxxxxx~~ Xxxxx ~~Title: Senior Vice President and Treasurer [Signature Page – Underwriting Agreement] Citigroup Global Markets Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X.~~ Xxxxx Title: Managing Director ~~For itself and~~ Schedule 1 The public offering price per share for the ~~other several Underwriters, if any, named in Schedule II~~ Securities shall be $17.60. The public offering price as to ~~this Agreement~~each investor shall be the price paid by each investor. ~~SCHEDULE I Underwriting Agreement dated June 16, 2020 Registration Statement No. 333-234507 Title, Purchase Price and Description~~ Name of Securities: Title: 5.625% Senior Notes due 2028 Principal amount: $400,000,000 Purchase price (including accrued interest or amortization, if any): 99.000% Representative: Citigroup Global Markets Inc. Closing Date, Time and Location: June 19, 2020 at 9:00 a.m. at Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred to in Section 5(i) after which the Company may offer or sell debt securities issued or guaranteed by the Company without the consent Underwriter Number of ~~the Representative(s): 60 days after Closing Date SCHEDULE II Underwriters Principal Amount of 5.625% Senior Notes due 2028~~ Initial Securities to be Purchased ~~Citigroup Global Markets Inc. $ 54,000,000 Barclays Capital Inc. 40,000,000 BMO Capital Markets Corp. 40,000,000~~ Xxxxx Fargo Securities, LLC 967,500 Xxxxxx Xxxxxxx & Co. LLC 967,500 BofA Securities, Inc. ~~40,000,000 Credit Suisse Securities (USA)~~ 675,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 450,000 Xxxxxxx Xxxxx & Associates, Inc 450,000 RBC Capital Markets, LLC ~~40,000,000~~ 450,000 Xxxxxxx Xxxxx & Co. LLC ~~40,000,000~~ 270,000 X.X. Xxxxxx Securities LLC ~~40,000,000 Mizuho Securities USA LLC 40,000,000 RBC Capital Markets, LLC 40,000,000 KeyBanc Capital Markets Inc. 10,000,000 Citizens Capital Markets, Inc. 8,000,000 Commerz Markets LLC 8,000,000~~ 270,000 Total ~~$ 400,000,000 SCHEDULE III~~ 4,500,000 Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE IV Pricing Term Sheet dated June 16, 2020 Xxxx Incorporated $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 This free writing prospectus relates to the offering by Xxxx Incorporated of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 and should be read together with the preliminary prospectus supplement, dated June 16, 2020 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: 5.625% Senior Notes due 2028 (the “Notes”) Aggregate Principal Amount: $400,000,000 Maturity: June 15, 2028 Coupon: 5.625% Price: 100.000% plus accrued interest, if any, from June 19, 2020 Yield to Maturity: 5.625% Benchmark Treasury: UST 0.500% due May 31, 2027 Spread to Benchmark Treasury: +507 basis points Interest Payment Dates: June 15 and December 15, commencing December 15, 2020 (short first coupon) Record Dates: June 1 and December 1 Optional Redemption: At any time on or after June 15, 2023, we may redeem some or all 2 None Schedule 3 Subsidiaries of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% Prior to June 15, 2023, we may also redeem some or all of the Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. At any time prior to June 15, 2023, we may redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: June 19, 2020 (T+3) CUSIP/ISIN: 235825 AG1 / US235825AG15 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $396,000,000 Joint Book-Running Managers: Citigroup Global Markets Inc. Barclays Capital Inc. BMO Capital Markets Corp. BofA Securities, Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC RBC Capital Markets, LLC KeyBanc Capital Markets Inc. Citizens Capital Markets, Inc. Commerz Markets LLC * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA Securities, Inc. NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-294-1322; Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx; Xxxxxxx Xxxxx & Co. LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Debt Capital Markets Syndicate, by calling 1-866-271-7403; RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the day of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email system.Company

Appears in 1 contract

Samples: Administration Agreement (Sixth Street Specialty Lending, Inc.)

Authority of the Representative. Any action by the Underwriters hereunder ~~must~~ may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding upon the Underwriters. If the foregoing is in accordance with your understanding of our agreement, ~~please~~ kindly sign and return ~~to us~~ the enclosed ~~duplicate~~ copies hereof, whereupon this ~~Agreement and your acceptance~~ instrument, along with all counterparts hereof, shall ~~represent~~ become a binding agreement ~~among the Company and the several Underwriters~~in accordance with its terms. Very truly yours, ~~Xxxx Incorporated By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President and Treasurer [Signature Page – Underwriting Agreement] Citigroup Global Markets Inc.~~ GASTAR EXPLORATION LTD. By: /s/ Xxxxxxx X. ~~Xxxxx~~ Xxxxxxx Name: Xxxxxxx X. ~~Xxxxx~~ Xxxxxxx Title: ~~Managing Director For itself~~ Vice President and ~~the other several Underwriters, if any, named in Schedule II~~ Chief Financial Officer [Signature page to ~~this~~ Underwriting Agreement~~. SCHEDULE I~~ ] The foregoing Underwriting Agreement ~~dated June 16, 2020 Registration Statement No~~is hereby confirmed and accepted by the Representative as of the date first above written. ~~333-234507 Title, Purchase Price and Description~~ XXXXXXX RICE & COMPANY L.L.C. As representative of ~~Securities~~the several underwriters By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: ~~5.625% Senior Notes due 2028 Principal amount: $400,000,000 Purchase price (including accrued interest or amortization~~Equity Member [Signature page to Underwriting Agreement] SCHEDULE A Underwriters Underwriter Number of Firm Shares Xxxxxxx Xxxx & Company L.L.C. 4,800,000 Xxxxxxxxx Capital Partners, ~~if any): 99.000% Representative: Citigroup Global Markets~~ LLC 2,400,000 Tudor, Pickering, Xxxx & Co. Securities, Inc. Closing Date, Time and Location: June 19, 2020 at 9:00 a.m. at Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred to in Section 5(i) after which the Company may offer or sell debt securities issued or guaranteed by the Company without the consent of the Representative(s): 60 days after Closing Date SCHEDULE II Underwriters Principal Amount of 5.625% Senior Notes due 2028 to be Purchased Citigroup Global Markets Inc. $ 54,000,000 Barclays Capital Inc. 40,000,000 2,400,000 BMO Capital Markets Corp. 40,000,000 BofA Securities, Inc. 40,000,000 Credit Suisse Securities (USA) LLC 40,000,000 Xxxxxxx Xxxxx & Co. LLC 40,000,000 X.X. Xxxxxx Securities LLC 40,000,000 Mizuho Securities USA LLC 40,000,000 RBC 1,200,000 IBERIA Capital ~~Markets~~Partners, LLC ~~40,000,000 KeyBanc Capital Markets Inc. 10,000,000 Citizens Capital Markets, Inc. 8,000,000 Commerz Markets LLC 8,000,000~~ 1,200,000 Total ~~$ 400,000,000~~ 12,000,000 SCHEDULE ~~III~~ B Schedule of Free Writing Prospectuses included in the ~~Disclosure Package None. SCHEDULE IV Pricing Term Sheet dated June 16, 2020 Xxxx Incorporated $400.0 million aggregate principal amount~~ Time of ~~5.625% Senior Notes due 2028 This free~~ Sale Prospectus - Free writing prospectus ~~relates to~~ dated December 7, 2010 - Road show presentation dated December 7, 2010 (posted on xxx.xxxxxxxxxxx.xxx) - SCHEDULE C Subsidiaries of the ~~offering~~ Company 100% Subsidiaries owned by ~~Xxxx Incorporated of $400.0 million aggregate principal amount of 5.625~~the Company Gastar Exploration USA, Inc. (Michigan) 100% ~~Senior Notes due 2028 and should be read together with the preliminary prospectus supplement~~Subsidiaries owned by Gastar Exploration USA, ~~dated June 16~~Inc. (Michigan) Gastar Exploration New South Wales, ~~2020~~ Inc. (~~the “Preliminary Prospectus Supplement”~~Michigan) Gastar Exploration Victoria, Inc. (Michigan) Gastar Exploration Texas LP (Delaware) - Gastar Exploration Texas LLC (Delaware), ~~filed pursuant~~ General Partner (1%) - Gastar Exploration Texas, Inc. (Michigan), Limited Partner (99%) SCHEDULE D Capitalization of the Company The Company has the authority to ~~Rule 424(b)(5)~~ issue an unlimited number of common shares, no par value. As of December 6, 2010, the Company had outstanding 50,378,094 common shares and 1,110,100 shares issuable upon the exercise of outstanding stock options awarded under the ~~Securities Act~~ Company’s 2006 Long-Term Stock Incentive Plan and 2,000,000 common shares issuable upon exercise of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: 5.625% Senior Notes due 2028 (the “Notes”) Aggregate Principal Amount: $400,000,000 Maturity: June 15, 2028 Coupon: 5.625% Price: 100.000% plus accrued interest, if any, from June 19, 2020 Yield to Maturity: 5.625% Benchmark Treasury: UST 0.500% due May 31, 2027 Spread to Benchmark Treasury: +507 basis points Interest Payment Dates: June 15 and December 15, commencing December 15, 2020 (short first coupon) Record Dates: June 1 and December 1 Optional Redemption: At any time on or after June 15, 2023, we may redeem some or all of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% Prior to June 15, 2023, we may also redeem some or all of the Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. At any time prior to June 15, 2023, we may redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: June 19, 2020 (T+3) CUSIP/ISIN: 235825 AG1 / US235825AG15 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $396,000,000 Joint Book-Running Managers: Citigroup Global Markets Inc. Barclays Capital Inc. BMO Capital Markets Corp. BofA Securities, Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC RBC Capital Markets, LLC KeyBanc Capital Markets Inc. Citizens Capital Markets, Inc. Commerz Markets LLC * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA Securities, Inc. NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-294-1322; Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx; Xxxxxxx Xxxxx & Co. LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Debt Capital Markets Syndicate, by calling 1-866-271-7403; RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the day of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email systemwarrants.

Appears in 1 contract

Samples: Underwriting Agreement (Gastar Exploration LTD)

Authority of the Representative. The Representative is duly authorized to act hereunder on behalf of the other Underwriters. Any action by the Underwriters hereunder ~~must~~ may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding ~~upon~~ on all the Underwriters. If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us the enclosed duplicate hereof, whereupon~~ indicate your acceptance of this Agreement ~~and your acceptance shall represent a binding agreement among~~ by signing in the ~~Company and the several Underwriters~~space provided below. Very truly yours, ~~Xxxx Incorporated~~ TPG SPECIALTY LENDING, INC. By: /s/ ~~Xxxxxxx Xxxxx~~ Xxx X. Xxxxxxxx Name: ~~Xxxxxxx Xxxxx~~ Xxx X. Xxxxxxxx Title: ~~Senior Vice President and Treasurer [Signature Page – Underwriting Agreement] Citigroup Global Markets Inc.~~ Chief Financial Officer TSL ADVISERS, LLC By: /s/ ~~Xxxxxxx~~ Xxx X. ~~Xxxxx~~ Xxxxxxxx Name: ~~Xxxxxxx~~ Xxx X. ~~Xxxxx~~ Xxxxxxxx Title: Vice President BOFA SECURITIES, INC. Acting on behalf of itself and the several Underwriters listed in Schedule 1 hereto. BOFA SECURITIES, INC. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director ~~For itself and the other several Underwriters, if any, named in~~ Schedule ~~II to this Agreement. SCHEDULE I Underwriting Agreement dated June 16, 2020 Registration Statement No. 333-234507 Title,~~ 1 The Purchase Price and Description of Securities: Title: 5.625% Senior Notes due 2028 Principal amount: $400,000,000 Purchase price (including accrued interest or amortization, if any): 99.000% Representative: Citigroup Global Markets Inc. Closing Date, Time and Location: June 19, 2020 at 9:00 a.m. at Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred for the Securities to ~~in Section 5(i) after which the Company may offer or sell debt securities issued or guaranteed~~ be paid by the ~~Company without the consent of the Representative(s): 60 days after Closing Date SCHEDULE II~~ several Underwriters ~~Principal Amount of 5.625% Senior Notes due 2028 to~~ shall be Purchased Citigroup Global Markets Inc. $ 54,000,000 Barclays Capital Inc. 40,000,000 BMO Capital Markets Corp. 40,000,000 BofA Securities, Inc. 40,000,000 Credit Suisse Securities (USA) LLC 40,000,000 Xxxxxxx Xxxxx & Co. LLC 40,000,000 X.X. Xxxxxx Securities LLC 40,000,000 Mizuho Securities USA LLC 40,000,000 RBC Capital Markets, LLC 40,000,000 KeyBanc Capital Markets Inc. 10,000,000 Citizens Capital Markets, Inc. 8,000,000 Commerz Markets LLC 8,000,000 Total $ 400,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE IV Pricing Term Sheet dated June 16, 2020 Xxxx Incorporated $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 This free writing prospectus relates to the offering by Xxxx Incorporated of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 and should be read together with the preliminary prospectus supplement, dated June 16, 2020 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: 5.625% Senior Notes due 2028 (the “Notes”) Aggregate Principal Amount: $400,000,000 Maturity: June 15, 2028 Coupon: 5.625% Price: 100.000% plus accrued interest, if any, from June 19, 2020 Yield to Maturity: 5.625% Benchmark Treasury: UST 0.500% due May 31, 2027 Spread to Benchmark Treasury: +507 basis points Interest Payment Dates: June 15 and December 15, commencing December 15, 2020 (short first coupon) Record Dates: June 1 and December 1 Optional Redemption: At any time on or after June 15, 2023, we may redeem some or all of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% Prior to June 15, 2023, we may also redeem some or all of the Notes at a redemption price equal to 10098.032% of the aggregate principal amount thereof. Underwriter Principal Amount of Securities to be Purchased BofA Securities, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. At any time prior to June 15, 2023, we may redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: June 19, 2020 (T+3) CUSIP/ISIN: 235825 AG1 / US235825AG15 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $396,000,000 Joint Book-Running Managers: Inc. $ 66,000,000 X.X. Xxxxxx Securities LLC $ 37,500,000 Citigroup Global Markets Inc. ~~Barclays Capital Inc. BMO Capital Markets Corp. BofA Securities~~$ 27,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. ~~Credit Suisse~~ $ 27,000,000 Mizuho Securities ~~(USA)~~ USA LLC $ 15,000,000 Xxxxxxx Sachs & Co. LLC ~~X.X.~~ $ 15,000,000 Xxxxxx ~~Securities~~ Xxxxxxx & Co. LLC ~~Mizuho Securities USA LLC~~ $ 15,000,000 RBC Capital Markets, LLC ~~KeyBanc Capital Markets Inc. Citizens Capital Markets~~$ 15,000,000 SMBC Nikko Securities America, Inc. Commerz Markets LLC * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the $ 15,000,000 MUFG Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA Securities, Americas Inc. ~~NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-294-1322; Credit Suisse~~ $ 12,000,000 HSBC Securities (USA) ~~LLC, Eleven Xxxxxxx Xxxxxx, 0xx~~ Inc. $ 10,500,000 ICBC Standard Bank Plc $ 7,500,000 Xxxxx, ~~Xxx Xxxx~~Xxxxxxxx & Xxxxx, ~~XX 00000, Attention: Prospectus Department, by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx;~~ Inc. $ 7,500,000 JMP Securities LLC $ 6,000,000 Xxxxxxx Xxxxx & ~~Co. LLC~~Associates, ~~000 Xxxx Xxxxxx~~Inc. $ 6,000,000 Xxxxx Fargo Securities, ~~Xxx Xxxx~~LLC $ 6,000,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 4,500,000 Santander Investment Securities Inc. $ 4,500,000 Comerica Securities, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Debt Capital Markets Syndicate, by calling 1-866-271-7403; RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the day of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email system.Inc. $ 3,000,000 Total $ 300,000,000

Appears in 1 contract

Samples: Underwriting Agreement (TPG Specialty Lending, Inc.)

Authority of the Representative. The Representative is duly authorized to act hereunder on behalf of the other Initial Purchasers. Any action by the ~~Underwriters~~ Initial Purchasers hereunder ~~must~~ may be taken by the Representative on behalf of the ~~Underwriters~~Initial Purchasers, and any such action taken by the Representative shall be binding ~~upon~~ on all the ~~Underwriters~~Initial Purchasers. If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us the enclosed duplicate hereof, whereupon~~ indicate your acceptance of this Agreement ~~and your acceptance shall represent a binding agreement among~~ by signing in the ~~Company and the several Underwriters~~space provided below. Very truly yours, ~~Xxxx Incorporated~~ SIXTH STREET LENDING PARTNERS By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Chief Financial Officer SIXTH STREET LENDING PARTNERS ADVISERS, LLC By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Vice President BOFA SECURITIES, INC. Acting severally on behalf of themselves and the several Initial Purchasers listed in Schedule 1 hereto. BOFA SECURITIES, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: ~~Senior Vice President and Treasurer [Signature Page – Underwriting Agreement] Citigroup Global Markets Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title:~~ Managing Director ~~For itself and the other several Underwriters, if any, named in~~ Schedule ~~II to this Agreement. SCHEDULE I Underwriting Agreement dated June 16, 2020 Registration Statement No. 333-234507 Title,~~ 1 The Purchase Price ~~and Description of Securities: Title: 5.625% Senior~~ for the Notes due 2028 Principal amount: $400,000,000 Purchase price (including accrued interest or amortization, if any): 99.000% Representative: Citigroup Global Markets Inc. Closing Date, Time and Location: June 19, 2020 at 9:00 a.m. at Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred to ~~in Section 5(i) after which the Company may offer or sell debt securities issued or guaranteed~~ be paid by the ~~Company without the consent of the Representative(s): 60 days after Closing Date SCHEDULE II Underwriters Principal Amount of 5.625% Senior Notes due 2028 to~~ several Initial Purchasers shall be Purchased Citigroup Global Markets Inc. $ 54,000,000 Barclays Capital Inc. 40,000,000 BMO Capital Markets Corp. 40,000,000 BofA Securities, Inc. 40,000,000 Credit Suisse Securities (USA) LLC 40,000,000 Xxxxxxx Xxxxx & Co. LLC 40,000,000 X.X. Xxxxxx Securities LLC 40,000,000 Mizuho Securities USA LLC 40,000,000 RBC Capital Markets, LLC 40,000,000 KeyBanc Capital Markets Inc. 10,000,000 Citizens Capital Markets, Inc. 8,000,000 Commerz Markets LLC 8,000,000 Total $ 400,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE IV Pricing Term Sheet dated June 16, 2020 Xxxx Incorporated $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 This free writing prospectus relates to the offering by Xxxx Incorporated of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 and should be read together with the preliminary prospectus supplement, dated June 16, 2020 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: 5.625% Senior Notes due 2028 (the “Notes”) Aggregate Principal Amount: $400,000,000 Maturity: June 15, 2028 Coupon: 5.625% Price: 100.000% plus accrued interest, if any, from June 19, 2020 Yield to Maturity: 5.625% Benchmark Treasury: UST 0.500% due May 31, 2027 Spread to Benchmark Treasury: +507 basis points Interest Payment Dates: June 15 and December 15, commencing December 15, 2020 (short first coupon) Record Dates: June 1 and December 1 Optional Redemption: At any time on or after June 15, 2023, we may redeem some or all of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% Prior to June 15, 2023, we may also redeem some or all of the Notes at a redemption price equal to 10097.937% of the aggregate principal amount thereof~~, plus accrued and unpaid interest, if any,~~ . Initial Purchaser Principal Amount of Notes to the redemption date plus a “make-whole” premium. At any time prior to June 15, 2023, we may redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: June 19, 2020 (T+3) CUSIP/ISIN: 235825 AG1 / US235825AG15 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $396,000,000 Joint Book-Running Managers: Citigroup Global Markets Inc. Barclays Capital Inc. BMO Capital Markets Corp. be Purchased BofA Securities, Inc. ~~Credit Suisse Securities (USA) LLC Xxxxxxx Sachs & Co. LLC~~ $ 75,000,000 X.X. Xxxxxx Securities LLC ~~Mizuho Securities USA LLC~~ $ 75,000,000 RBC Capital Markets, LLC ~~KeyBanc Capital Markets Inc. Citizens Capital Markets~~$ 75,000,000 SMBC Nikko Securities America, Inc. Commerz Markets LLC * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; $ 75,000,000 Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA Inc. $ 36,000,000 Mizuho Securities USA LLC $ 36,000,000 Truist Securities, Inc. ~~NC1-004-03-43~~$ 36,000,000 Xxxxx Fargo Securities, ~~000~~ LLC $ 36,000,000 BNP Paribas Securities Corp. $ 27,000,000 Xxxxxxx Xxxxx ~~Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-294-1322; Credit Suisse~~ & Co. LLC $ 27,000,000 HSBC Securities (USA) ~~LLC, Eleven~~ Inc. $ 27,000,000 ING Financial Markets LLC $ 27,000,000 Xxxxxx Xxxxxxx ~~Xxxxxx, 0xx~~ & Co. LLC $ 27,000,000 Xxxxx, ~~Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx; Xxxxxxx Xxxxx~~ Xxxxxxxx & Co. LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, ~~Xxx Xxxx~~Inc. $ 15,000,000 X. Xxxxxxx & Co., XX 00000, Attention: Debt Capital Markets Syndicate, by calling 1-866-271-7403; RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the day of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email system.LLC $ 6,000,000 Total $ 600,000,000

Appears in 1 contract

Samples: Registration Rights Agreement (Sixth Street Lending Partners)

Authority of the Representative. The Representative is duly authorized to act hereunder on behalf of the other Initial Purchasers. Any action by the ~~Underwriters~~ Initial Purchasers hereunder ~~must~~ may be taken by the Representative on behalf of the ~~Underwriters~~Initial Purchasers, and any such action taken by the Representative shall be binding ~~upon~~ on all the ~~Underwriters~~Initial Purchasers. If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us the enclosed duplicate hereof, whereupon~~ indicate your acceptance of this Agreement ~~and your acceptance shall represent a binding agreement among~~ by signing in the ~~Company and the several Underwriters~~space provided below. Very truly yours, ~~Xxxx Incorporated~~ SIXTH STREET LENDING PARTNERS By: /s/ ~~Xxxxxxx Xxxxx~~ Xxx Xxxxxxxx Name: ~~Xxxxxxx Xxxxx~~ Xxx Xxxxxxxx Title: ~~Senior Vice President and Treasurer [Signature Page – Underwriting Agreement] Citigroup Global Markets Inc.~~ Chief Financial Officer SIXTH STREET LENDING PARTNERS ADVISERS, LLC By: /s/ ~~Xxxxxxx X. Xxxxx~~ Xxx Xxxxxxxx Name: ~~Xxxxxxx X. Xxxxx~~ Xxx Xxxxxxxx Title: Vice President BOFA SECURITIES, INC. Acting severally on behalf of themselves and the several Initial Purchasers listed in Schedule 1 hereto. BOFA SECURITIES, INC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director ~~For itself and the other several Underwriters, if any, named in~~ Schedule ~~II to this Agreement. SCHEDULE I Underwriting Agreement dated June 16, 2020 Registration Statement No. 333-234507 Title,~~ 1 The Purchase Price ~~and Description of Securities: Title: 5.625% Senior~~ for the Notes due 2028 Principal amount: $400,000,000 Purchase price (including accrued interest or amortization, if any): 99.000% Representative: Citigroup Global Markets Inc. Closing Date, Time and Location: June 19, 2020 at 9:00 a.m. at Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred to ~~in Section 5(i) after which the Company may offer or sell debt securities issued or guaranteed~~ be paid by the ~~Company without the consent of the Representative(s): 60 days after Closing Date SCHEDULE II Underwriters Principal Amount of 5.625% Senior Notes due 2028 to~~ several Initial Purchasers shall be Purchased Citigroup Global Markets Inc. $ 54,000,000 Barclays Capital Inc. 40,000,000 BMO Capital Markets Corp. 40,000,000 BofA Securities, Inc. 40,000,000 Credit Suisse Securities (USA) LLC 40,000,000 Xxxxxxx Xxxxx & Co. LLC 40,000,000 X.X. Xxxxxx Securities LLC 40,000,000 Mizuho Securities USA LLC 40,000,000 RBC Capital Markets, LLC 40,000,000 KeyBanc Capital Markets Inc. 10,000,000 Citizens Capital Markets, Inc. 8,000,000 Commerz Markets LLC 8,000,000 Total $ 400,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE IV Pricing Term Sheet dated June 16, 2020 Xxxx Incorporated $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 This free writing prospectus relates to the offering by Xxxx Incorporated of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 and should be read together with the preliminary prospectus supplement, dated June 16, 2020 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: 5.625% Senior Notes due 2028 (the “Notes”) Aggregate Principal Amount: $400,000,000 Maturity: June 15, 2028 Coupon: 5.625% Price: 100.000% plus accrued interest, if any, from June 19, 2020 Yield to Maturity: 5.625% Benchmark Treasury: UST 0.500% due May 31, 2027 Spread to Benchmark Treasury: +507 basis points Interest Payment Dates: June 15 and December 15, commencing December 15, 2020 (short first coupon) Record Dates: June 1 and December 1 Optional Redemption: At any time on or after June 15, 2023, we may redeem some or all of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% Prior to June 15, 2023, we may also redeem some or all of the Notes at a redemption price equal to 10098.842% of the aggregate principal amount thereof~~, plus accrued and unpaid interest, if any,~~ . Initial Purchaser Principal Amount of Notes to the redemption date plus a “make-whole” premium. At any time prior to June 15, 2023, we may redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: June 19, 2020 (T+3) CUSIP/ISIN: 235825 AG1 / US235825AG15 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $396,000,000 Joint Book-Running Managers: Citigroup Global Markets Inc. Barclays Capital Inc. BMO Capital Markets Corp. be Purchased BofA Securities, Inc. ~~Credit Suisse Securities (USA) LLC Xxxxxxx Sachs & Co. LLC~~ $ 18,750,000 X.X. Xxxxxx Securities LLC ~~Mizuho Securities USA LLC~~ $ 18,750,000 RBC Capital Markets, LLC ~~KeyBanc Capital Markets Inc. Citizens Capital Markets~~$ 18,750,000 SMBC Nikko Securities America, Inc. Commerz Markets LLC * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; $ 18,750,000 Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA Inc. $ 9,000,000 Mizuho Securities USA LLC $ 9,000,000 Truist Securities, Inc. ~~NC1-004-03-43~~$ 9,000,000 Xxxxx Fargo Securities, ~~000~~ LLC $ 9,000,000 BNP Paribas Securities Corp. $ 6,750,000 Xxxxxxx Xxxxx ~~Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-294-1322; Credit Suisse~~ & Co. LLC $ 6,750,000 HSBC Securities (USA) ~~LLC, Eleven~~ Inc. $ 6,750,000 ING Financial Markets LLC $ 6,750,000 Xxxxxx Xxxxxxx ~~Xxxxxx, 0xx~~ & Co. LLC $ 6,750,000 Xxxxx, ~~Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx; Xxxxxxx Xxxxx~~ Xxxxxxxx & Co. LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, ~~Xxx Xxxx~~Inc. $ 3,750,000 X. Xxxxxxx & Co., XX 00000, Attention: Debt Capital Markets Syndicate, by calling 1-866-271-7403; RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the day of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email system.LLC $ 1,500,000 Total $ 150,000,000

Appears in 1 contract

Samples: Registration Rights Agreement (Sixth Street Lending Partners)

Authority of the Representative. The Representative is duly authorized to act hereunder on behalf of the other Underwriters. Any action by the Underwriters hereunder ~~must~~ may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding ~~upon~~ on all the Underwriters. If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us the enclosed duplicate hereof, whereupon~~ indicate your acceptance of this Agreement ~~and your acceptance shall represent a binding agreement among~~ by signing in the ~~Company and the several Underwriters~~space provided below. Very truly yours, ~~Xxxx Incorporated~~ SIXTH STREET SPECIALTY LENDING, INC. By: /s/ ~~Xxxxxxx Xxxxx~~ Xxx X. Xxxxxxxx Name: ~~Xxxxxxx Xxxxx~~ Xxx X. Xxxxxxxx Title: ~~Senior Vice President and Treasurer [Signature Page – Underwriting Agreement] Citigroup Global Markets Inc.~~ Chief Financial Officer SIXTH STREET SPECIALTY LENDING ADVISERS, LLC By: /s/ ~~Xxxxxxx~~ Xxx X. ~~Xxxxx~~ Xxxxxxxx Name: ~~Xxxxxxx~~ Xxx X. ~~Xxxxx~~ Xxxxxxxx Title: Vice President BOFA SECURITIES, INC. Acting on behalf of itself and the several Underwriters listed in Schedule 1 hereto. BOFA SECURITIES, INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Managing Director ~~For itself and the other several Underwriters, if any, named in~~ Schedule ~~II to this Agreement. SCHEDULE I Underwriting Agreement dated June 16, 2020 Registration Statement No. 333-234507 Title,~~ 1 The Purchase Price and Description of Securities: Title: 5.625% Senior Notes due 2028 Principal amount: $400,000,000 Purchase price (including accrued interest or amortization, if any): 99.000% Representative: Citigroup Global Markets Inc. Closing Date, Time and Location: June 19, 2020 at 9:00 a.m. at Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred for the Securities to ~~in Section 5(i) after which the Company may offer or sell debt securities issued or guaranteed~~ be paid by the ~~Company without the consent of the Representative(s): 60 days after Closing Date SCHEDULE II~~ several Underwriters ~~Principal Amount of 5.625% Senior Notes due 2028 to~~ shall be Purchased Citigroup Global Markets Inc. $ 54,000,000 Barclays Capital Inc. 40,000,000 BMO Capital Markets Corp. 40,000,000 BofA Securities, Inc. 40,000,000 Credit Suisse Securities (USA) LLC 40,000,000 Xxxxxxx Xxxxx & Co. LLC 40,000,000 X.X. Xxxxxx Securities LLC 40,000,000 Mizuho Securities USA LLC 40,000,000 RBC Capital Markets, LLC 40,000,000 KeyBanc Capital Markets Inc. 10,000,000 Citizens Capital Markets, Inc. 8,000,000 Commerz Markets LLC 8,000,000 Total $ 400,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE IV Pricing Term Sheet dated June 16, 2020 Xxxx Incorporated $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 This free writing prospectus relates to the offering by Xxxx Incorporated of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 and should be read together with the preliminary prospectus supplement, dated June 16, 2020 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: 5.625% Senior Notes due 2028 (the “Notes”) Aggregate Principal Amount: $400,000,000 Maturity: June 15, 2028 Coupon: 5.625% Price: 100.000% plus accrued interest, if any, from June 19, 2020 Yield to Maturity: 5.625% Benchmark Treasury: UST 0.500% due May 31, 2027 Spread to Benchmark Treasury: +507 basis points Interest Payment Dates: June 15 and December 15, commencing December 15, 2020 (short first coupon) Record Dates: June 1 and December 1 Optional Redemption: At any time on or after June 15, 2023, we may redeem some or all of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% Prior to June 15, 2023, we may also redeem some or all of the Notes at a redemption price equal to 10098.268% of the aggregate principal amount thereof. Underwriter Principal Amount of Securities to be Purchased BofA Securities, ~~plus accrued and unpaid interest~~Inc. $ 54,000,000 X.X. Xxxxxx Securities LLC 54,000,000 SMBC Nikko Securities America, if any, to the redemption date plus a “make-whole” premium. At any time prior to June 15, 2023, we may redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: June 19, 2020 (T+3) CUSIP/ISIN: 235825 AG1 / US235825AG15 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $396,000,000 Joint Book-Running Managers: Inc. 30,000,000 Citigroup Global Markets Inc. ~~Barclays Capital Inc. BMO Capital Markets Corp. BofA Securities, Inc. Credit Suisse~~ 18,000,000 Xxxxxxx Xxxxx & Co. LLC 18,000,000 HSBC Securities (USA) ~~LLC Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC~~ Inc. 6,000,000 Mizuho Securities USA LLC 15,000,000 Xxxxxx Xxxxxxx & Co. LLC 15,000,000 MUFG Securities Americas Inc. 18,000,000 RBC Capital Markets, LLC KeyBanc Capital Markets Inc. Citizens Capital Markets, Inc. Commerz Markets LLC * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA 18,000,000 Truist Securities, Inc. ~~NC1-004-03-43~~18,000,000 Xxxxx Fargo Securities, ~~000~~ LLC 6,000,000 Comerica Securities, Inc. 3,000,000 ICBC Standard Bank Plc 4,500,000 Xxxxxx Xxxxxxxxxx Xxxxx ~~Xxxxxxx Xxxxxx, 0xx~~ LLC 3,000,000 JMP Securities LLC 3,000,000 Xxxxx, ~~Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-294-1322; Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, 0xx~~ Xxxxxxxx & Xxxxx, ~~Xxx Xxxx~~Inc. 6,000,000 X. Xxxxxxx & Co., ~~XX 00000, Attention: Prospectus Department, by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx;~~ LLC 3,000,000 Xxxxxxx Xxxxx & ~~Co. LLC~~Associates, ~~000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx~~ Inc. 3,000,000 Santander Investment Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Debt Capital Markets Syndicate, by calling 1-866-271-7403; RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the day of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email system.Inc. 4,500,000 Total $ 300,000,000 Schedule 2

Appears in 1 contract

Samples: Administration Agreement (Sixth Street Specialty Lending, Inc.)

Authority of the Representative. The Representative is duly authorized to act hereunder on behalf of the other Underwriters. Any action by the Underwriters hereunder ~~must~~ may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding ~~upon~~ on all the Underwriters. If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us the enclosed duplicate hereof, whereupon~~ indicate your acceptance of this Agreement ~~and your acceptance shall represent a binding agreement among~~ by signing in the ~~Company and the several Underwriters~~space provided below. Very truly yours, ~~Xxxx Incorporated~~ OWL ROCK CAPITAL CORPORATION By: /s/ ~~Xxxxxxx Xxxxx~~ Axxx Xxxxxxxxxxx Name: ~~Xxxxxxx Xxxxx~~ Axxx Xxxxxxxxxxx Title: ~~Senior Vice President~~ Chief Operating Officer and ~~Treasurer~~ Chief Financial Officer OWL ROCK CAPITAL ADVISORS LLC By: /s/ Axxx Xxxxxxxxxxx Name: Axxx Xxxxxxxxxxx Title: Chief Operating Officer and Chief Financial Officer [Signature Page – to the Underwriting Agreement] ~~Citigroup Global Markets Inc.~~ BOFA SECURITIES, INC. Acting on behalf of itself and the several Underwriters listed in Schedule 1 hereto. BOFA SECURITIES, INC. By: /s/ ~~Xxxxxxx X. Xxxxx~~ Sxxxxxx Xxxxxx Name: ~~Xxxxxxx X. Xxxxx~~ Sxxxxxx Xxxxxx Title: Managing Director ~~For itself and the other several Underwriters, if any, named in Schedule II to this Agreement. SCHEDULE I Underwriting Agreement dated June 16, 2020 Registration Statement No. 333-234507 Title,~~ The Purchase Price and Description of Securities: Title: 5.625% Senior Notes due 2028 Principal amount: $400,000,000 Purchase price (including accrued interest or amortization, if any): 99.000% Representative: Citigroup Global Markets Inc. Closing Date, Time and Location: June 19, 2020 at 9:00 a.m. at Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred for the Securities to ~~in Section 5(i) after which the Company may offer or sell debt securities issued or guaranteed~~ be paid by the ~~Company without the consent of the Representative(s): 60 days after Closing Date SCHEDULE II~~ several Underwriters ~~Principal Amount of 5.625% Senior Notes due 2028 to~~ shall be Purchased Citigroup Global Markets Inc. $ 54,000,000 Barclays Capital Inc. 40,000,000 BMO Capital Markets Corp. 40,000,000 BofA Securities, Inc. 40,000,000 Credit Suisse Securities (USA) LLC 40,000,000 Xxxxxxx Xxxxx & Co. LLC 40,000,000 X.X. Xxxxxx Securities LLC 40,000,000 Mizuho Securities USA LLC 40,000,000 RBC Capital Markets, LLC 40,000,000 KeyBanc Capital Markets Inc. 10,000,000 Citizens Capital Markets, Inc. 8,000,000 Commerz Markets LLC 8,000,000 Total $ 400,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE IV Pricing Term Sheet dated June 16, 2020 Xxxx Incorporated $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 This free writing prospectus relates to the offering by Xxxx Incorporated of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 and should be read together with the preliminary prospectus supplement, dated June 16, 2020 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: 5.625% Senior Notes due 2028 (the “Notes”) Aggregate Principal Amount: $400,000,000 Maturity: June 15, 2028 Coupon: 5.625% Price: 100.000% plus accrued interest, if any, from June 19, 2020 Yield to Maturity: 5.625% Benchmark Treasury: UST 0.500% due May 31, 2027 Spread to Benchmark Treasury: +507 basis points Interest Payment Dates: June 15 and December 15, commencing December 15, 2020 (short first coupon) Record Dates: June 1 and December 1 Optional Redemption: At any time on or after June 15, 2023, we may redeem some or all of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% Prior to June 15, 2023, we may also redeem some or all of the Notes at a redemption price equal to 10098.899% of the aggregate principal amount thereof, plus accrued ~~and unpaid interest~~interest from June 11, ~~if any, to the redemption date plus a “make-whole” premium. At any time prior to June 15, 2023, we may redeem~~ 2021 up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but ~~excluding~~not including, the ~~redemption date, provided that at least 50%~~ Closing Date. Underwriter Principal Amount of ~~the original aggregate principal amount of the Notes (calculated after giving effect~~ Securities to any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: June 19, 2020 (T+3) CUSIP/ISIN: 235825 AG1 / US235825AG15 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $396,000,000 Joint Book-Running Managers: Citigroup Global Markets Inc. Barclays Capital Inc. BMO Capital Markets Corp. be Purchased BofA Securities, Inc. ~~Credit Suisse~~ $ 82,500,000 ING Financial Markets LLC 40,000,000 MUFG Securities ~~(USA) LLC Xxxxxxx Sachs & Co. LLC X.X.~~ Americas Inc. 40,000,000 SMBC Nikko Securities America, Inc. 40,000,000 Truist Securities, Inc. 40,000,000 J.X. Xxxxxx Securities LLC ~~Mizuho Securities USA LLC~~ 25,000,000 RBC Capital Markets, LLC ~~KeyBanc~~ 25,000,000 SG Americas Securities, LLC 25,000,000 Compass Point Research & Trading, LLC 7,500,000 ICBC Standard Bank Plc 7,500,000 JMP Securities LLC 7,500,000 Kxxxx, Bxxxxxxx & Wxxxx, Inc. 7,500,000 Ladenburg Txxxxxxx & Co. Inc. 7,500,000 Oxxxxxxxxxx & Co. Inc. 7,500,000 PNC Capital Markets ~~Inc. Citizens Capital Markets~~LLC 7,500,000 Rxxxxxx Jxxxx & Associates, Inc. ~~Commerz Markets~~ 7,500,000 R. Xxxxxxx & Co., LLC * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the 7,500,000 Seaport Global Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA LLC 7,500,000 Wxxxx Fargo Securities, Inc. NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-294-1322; Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx; Xxxxxxx Xxxxx & Co. LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Debt Capital Markets Syndicate, by calling 1-866-271-7403; RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the day of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email system.LLC 7,500,000 Total $ 400,000,000

Appears in 1 contract

Samples: Underwriting Agreement (Owl Rock Capital Corp)

Authority of the Representative. The Representative is duly authorized to act hereunder on behalf of the other Underwriters. Any action by the Underwriters hereunder ~~must~~ may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding ~~upon~~ on all the Underwriters. If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us the enclosed duplicate hereof, whereupon~~ indicate your acceptance of this Agreement ~~and your acceptance shall represent a binding agreement among~~ by signing in the ~~Company and the several Underwriters~~space provided below. Very truly yours, ~~Xxxx Incorporated~~ SIXTH STREET SPECIALTY LENDING, INC. By: /s/ ~~Xxxxxxx Xxxxx~~ Xxx X. Xxxxxxxx Name: ~~Xxxxxxx Xxxxx~~ Xxx X. Xxxxxxxx Title: ~~Senior~~ Chief Financial Officer SIXTH STREET SPECIALTY LENDING ADVISERS, LLC By: /s/ Xxx X. Xxxxxxxx Name: Xxx X. Xxxxxxxx Title: Vice President ~~and Treasurer~~ [Signature ~~Page –~~ page to Underwriting Agreement] XXXXXX XXXXXXX & CO. LLC Acting on behalf of itself and the several Underwriters listed in Schedule 1 hereto. XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Schedule 1 The public offering price as to each investor shall be the price paid by each investor. Name of Underwriter Number of Initial Securities to be Purchased Xxxxxx Xxxxxxx & Co. LLC 800,000 Xxxxx Fargo Securities, LLC 800,000 BofA Securities, Inc. 500,000 RBC Capital Markets, LLC 500,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 400,000 Xxxxxxx Xxxxx & Associates, Inc. 400,000 Citigroup Global Markets Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director For itself and the other several Underwriters, if any, named in Schedule II to this Agreement. SCHEDULE I Underwriting Agreement dated June 16, 2020 Registration Statement No. 333-234507 Title, Purchase Price and Description of Securities: Title: 5.625% Senior Notes due 2028 Principal amount: $400,000,000 Purchase price (including accrued interest or amortization, if any): 99.000% Representative: Citigroup Global Markets Inc. Closing Date, Time and Location: June 19, 2020 at 9:00 a.m. at Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred to in Section 5(i) after which the Company may offer or sell debt securities issued or guaranteed by the Company without the consent of the Representative(s): 60 days after Closing Date SCHEDULE II Underwriters Principal Amount of 5.625% Senior Notes due 2028 to be Purchased Citigroup Global Markets Inc. $ 54,000,000 Barclays Capital Inc. 40,000,000 BMO Capital Markets Corp. 40,000,000 BofA Securities, Inc. 40,000,000 Credit Suisse Securities (USA) LLC 40,000,000 200,000 Xxxxxxx Xxxxx & Co. LLC ~~40,000,000~~ 200,000 X.X. Xxxxxx Securities LLC ~~40,000,000 Mizuho Securities USA LLC 40,000,000 RBC Capital Markets, LLC 40,000,000 KeyBanc Capital Markets Inc. 10,000,000 Citizens Capital Markets, Inc. 8,000,000 Commerz Markets LLC 8,000,000~~ 200,000 Total ~~$ 400,000,000 SCHEDULE III~~ 4,000,000 Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE IV Pricing Term Sheet dated June 16, 2020 Xxxx Incorporated $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 This free writing prospectus relates to the offering by Xxxx Incorporated of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 and should be read together with the preliminary prospectus supplement, dated June 16, 2020 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: 5.625% Senior Notes due 2028 (the “Notes”) Aggregate Principal Amount: $400,000,000 Maturity: June 15, 2028 Coupon: 5.625% Price: 100.000% plus accrued interest, if any, from June 19, 2020 Yield to Maturity: 5.625% Benchmark Treasury: UST 0.500% due May 31, 2027 Spread to Benchmark Treasury: +507 basis points Interest Payment Dates: June 15 and December 15, commencing December 15, 2020 (short first coupon) Record Dates: June 1 and December 1 Optional Redemption: At any time on or after June 15, 2023, we may redeem some or all 2 None Schedule 3 Subsidiaries of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% Prior to June 15, 2023, we may also redeem some or all of the Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. At any time prior to June 15, 2023, we may redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: June 19, 2020 (T+3) CUSIP/ISIN: 235825 AG1 / US235825AG15 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $396,000,000 Joint Book-Running Managers: Citigroup Global Markets Inc. Barclays Capital Inc. BMO Capital Markets Corp. BofA Securities, Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC RBC Capital Markets, LLC KeyBanc Capital Markets Inc. Citizens Capital Markets, Inc. Commerz Markets LLC * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA Securities, Inc. NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-294-1322; Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx; Xxxxxxx Xxxxx & Co. LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Debt Capital Markets Syndicate, by calling 1-866-271-7403; RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the day of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email system.Company

Appears in 1 contract

Samples: Administration Agreement (Sixth Street Specialty Lending, Inc.)

Authority of the Representative. The Representative is duly authorized to act hereunder on behalf of the other Underwriters. Any action by the Underwriters hereunder ~~must~~ may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding ~~upon~~ on all the Underwriters. If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us the enclosed duplicate hereof, whereupon~~ indicate your acceptance of this Agreement ~~and your acceptance shall represent a binding agreement among~~ by signing in the ~~Company and the several Underwriters~~space provided below. Very truly yours, ~~Xxxx Incorporated~~ TPG SPECIALTY LENDING, INC. By: /s/ ~~Xxxxxxx Xxxxx~~ Xxx X. Xxxxxxxx Name: ~~Xxxxxxx Xxxxx~~ Xxx X. Xxxxxxxx Title: ~~Senior Vice President and Treasurer [Signature Page – Underwriting Agreement] Citigroup Global Markets Inc.~~ Chief Financial Officer TSL ADVISERS, LLC By: /s/ ~~Xxxxxxx~~ Xxx X. ~~Xxxxx~~ Xxxxxxxx Name: ~~Xxxxxxx~~ Xxx X. ~~Xxxxx~~ Xxxxxxxx Title: Vice President BOFA SECURITIES, INC. Acting on behalf of itself and the several Underwriters listed in Schedule 1 hereto. BOFA SECURITIES, INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director ~~For itself and the other several Underwriters, if any, named in~~ Schedule ~~II to this Agreement. SCHEDULE I Underwriting Agreement dated June 16, 2020 Registration Statement No. 333-234507 Title,~~ 1 The Purchase Price and Description of Securities: Title: 5.625% Senior Notes due 2028 Principal amount: $400,000,000 Purchase price (including accrued interest or amortization, if any): 99.000% Representative: Citigroup Global Markets Inc. Closing Date, Time and Location: June 19, 2020 at 9:00 a.m. at Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred for the Securities to ~~in Section 5(i) after which the Company may offer or sell debt securities issued or guaranteed~~ be paid by the ~~Company without the consent of the Representative(s): 60 days after Closing Date SCHEDULE II~~ several Underwriters ~~Principal Amount of 5.625% Senior Notes due 2028 to~~ shall be Purchased Citigroup Global Markets Inc. $ 54,000,000 Barclays Capital Inc. 40,000,000 BMO Capital Markets Corp. 40,000,000 BofA Securities, Inc. 40,000,000 Credit Suisse Securities (USA) LLC 40,000,000 Xxxxxxx Xxxxx & Co. LLC 40,000,000 X.X. Xxxxxx Securities LLC 40,000,000 Mizuho Securities USA LLC 40,000,000 RBC Capital Markets, LLC 40,000,000 KeyBanc Capital Markets Inc. 10,000,000 Citizens Capital Markets, Inc. 8,000,000 Commerz Markets LLC 8,000,000 Total $ 400,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE IV Pricing Term Sheet dated June 16, 2020 Xxxx Incorporated $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 This free writing prospectus relates to the offering by Xxxx Incorporated of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 and should be read together with the preliminary prospectus supplement, dated June 16, 2020 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: 5.625% Senior Notes due 2028 (the “Notes”) Aggregate Principal Amount: $400,000,000 Maturity: June 15, 2028 Coupon: 5.625% Price: 100.000% plus accrued interest, if any, from June 19, 2020 Yield to Maturity: 5.625% Benchmark Treasury: UST 0.500% due May 31, 2027 Spread to Benchmark Treasury: +507 basis points Interest Payment Dates: June 15 and December 15, commencing December 15, 2020 (short first coupon) Record Dates: June 1 and December 1 Optional Redemption: At any time on or after June 15, 2023, we may redeem some or all of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% Prior to June 15, 2023, we may also redeem some or all of the Notes at a redemption price equal to 100101.075% of the aggregate principal amount thereof, plus accrued and unpaid ~~interest~~interest from November 1, ~~if any, to the redemption date plus a “make-whole” premium. At any time prior to June 15, 2023, we may redeem~~ 2019 up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but ~~excluding~~not including, ~~the redemption date~~February 5, ~~provided that at least 50%~~ 2020. Underwriter Principal Amount of ~~the original aggregate principal amount of the Notes (calculated after giving effect~~ Securities to ~~any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: June 19~~be Purchased BofA Securities, ~~2020 (T+3) CUSIP/ISIN: 235825 AG1 / US235825AG15 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $396,000,000 Joint Book-Running Managers:~~ Inc. $ 11,000,000 X.X. Xxxxxx Securities LLC 6,250,000 Citigroup Global Markets Inc. ~~Barclays Capital Inc. BMO Capital Markets Corp. BofA Securities~~4,500,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. ~~Credit Suisse~~ 4,500,000 Mizuho Securities ~~(USA)~~ USA LLC 2,500,000 Xxxxxxx Sachs & Co. LLC ~~X.X.~~ 2,500,000 Xxxxxx ~~Securities~~ Xxxxxxx & Co. LLC ~~Mizuho Securities USA LLC~~ 2,500,000 RBC Capital Markets, LLC ~~KeyBanc Capital Markets Inc. Citizens Capital Markets~~2,500,000 SMBC Nikko Securities America, Inc. Commerz Markets LLC * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the 2,500,000 MUFG Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA Securities, Americas Inc. ~~NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-294-1322; Credit Suisse~~ 2,000,000 HSBC Securities (USA) ~~LLC, Eleven Xxxxxxx Xxxxxx, 0xx~~ Inc. 1,750,000 ICBC Standard Bank Plc 1,250,000 Xxxxx, ~~Xxx Xxxx~~Xxxxxxxx & Xxxxx, ~~XX 00000, Attention: Prospectus Department, by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx;~~ Inc. 1,250,000 JMP Securities LLC 1,000,000 Xxxxxxx Xxxxx & ~~Co. LLC~~Associates, ~~000 Xxxx Xxxxxx~~Inc. 1,000,000 Xxxxx Fargo Securities, ~~Xxx Xxxx~~LLC 1,000,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 750,000 Santander Investment Securities Inc. 750,000 Comerica Securities, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Debt Capital Markets Syndicate, by calling 1-866-271-7403; RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the day of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email system.Inc. 500,000 Total $ 50,000,000 Schedule 2

Appears in 1 contract

Samples: TPG Specialty Lending, Inc.

Authority of the Representative. The Representative is duly authorized to act hereunder on behalf of the other Underwriters. Any action by the Underwriters hereunder ~~must~~ may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding ~~upon~~ on all the Underwriters. If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us the enclosed duplicate hereof, whereupon~~ indicate your acceptance of this Agreement ~~and your acceptance shall represent a binding agreement among~~ by signing in the ~~Company and the several Underwriters~~space provided below. Very truly yours, ~~Xxxx Incorporated~~ SIXTH STREET SPECIALTY LENDING, INC. By: /s/ Xxx X. Xxxxxxxx Name: Xxx X. Xxxxxxxx Title: Chief Financial Officer SIXTH STREET SPECIALTY LENDING ADVISERS, LLC By: /s/ Xxx X. Xxxxxxxx Name: Xxx X. Xxxxxxxx Title: Vice President BOFA SECURITIES, INC. Acting on behalf of itself and the several Underwriters listed in Schedule 1 hereto. BOFA SECURITIES, INC. By: /s/ Xxxxxxx ~~Xxxxx~~ Xxxxxxxx Name: Xxxxxxx ~~Xxxxx Title: Senior Vice President and Treasurer [Signature Page – Underwriting Agreement] Citigroup Global Markets Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx~~ Xxxxxxxx Title: Managing Director ~~For itself and the other several Underwriters, if any, named in~~ Schedule ~~II to this Agreement. SCHEDULE I Underwriting Agreement dated June 16, 2020 Registration Statement No. 333-234507 Title,~~ 1 The Purchase Price and Description of Securities: Title: 5.625% Senior Notes due 2028 Principal amount: $400,000,000 Purchase price (including accrued interest or amortization, if any): 99.000% Representative: Citigroup Global Markets Inc. Closing Date, Time and Location: June 19, 2020 at 9:00 a.m. at Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred for the Securities to ~~in Section 5(i) after which the Company may offer or sell debt securities issued or guaranteed~~ be paid by the ~~Company without the consent of the Representative(s): 60 days after Closing Date SCHEDULE II~~ several Underwriters ~~Principal Amount of 5.625% Senior Notes due 2028 to~~ shall be Purchased Citigroup Global Markets Inc. $ 54,000,000 Barclays Capital Inc. 40,000,000 BMO Capital Markets Corp. 40,000,000 BofA Securities, Inc. 40,000,000 Credit Suisse Securities (USA) LLC 40,000,000 Xxxxxxx Xxxxx & Co. LLC 40,000,000 X.X. Xxxxxx Securities LLC 40,000,000 Mizuho Securities USA LLC 40,000,000 RBC Capital Markets, LLC 40,000,000 KeyBanc Capital Markets Inc. 10,000,000 Citizens Capital Markets, Inc. 8,000,000 Commerz Markets LLC 8,000,000 Total $ 400,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE IV Pricing Term Sheet dated June 16, 2020 Xxxx Incorporated $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 This free writing prospectus relates to the offering by Xxxx Incorporated of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 and should be read together with the preliminary prospectus supplement, dated June 16, 2020 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: 5.625% Senior Notes due 2028 (the “Notes”) Aggregate Principal Amount: $400,000,000 Maturity: June 15, 2028 Coupon: 5.625% Price: 100.000% plus accrued interest, if any, from June 19, 2020 Yield to Maturity: 5.625% Benchmark Treasury: UST 0.500% due May 31, 2027 Spread to Benchmark Treasury: +507 basis points Interest Payment Dates: June 15 and December 15, commencing December 15, 2020 (short first coupon) Record Dates: June 1 and December 1 Optional Redemption: At any time on or after June 15, 2023, we may redeem some or all of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% Prior to June 15, 2023, we may also redeem some or all of the Notes at a redemption price equal to 10098.036% of the aggregate principal amount thereof~~, plus accrued and unpaid interest, if any,~~ . Underwriter Principal Amount of Securities to the redemption date plus a “make-whole” premium. At any time prior to June 15, 2023, we may redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: June 19, 2020 (T+3) CUSIP/ISIN: 235825 AG1 / US235825AG15 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $396,000,000 Joint Book-Running Managers: Citigroup Global Markets Inc. Barclays Capital Inc. BMO Capital Markets Corp. be Purchased BofA Securities, Inc. ~~Credit Suisse Securities (USA) LLC~~ $ 45,500,000 Xxxxxxx ~~Sachs~~ Xxxxx & Co. LLC $ 45,500,000 X.X. Xxxxxx Securities LLC ~~Mizuho~~ $ 45,500,000 SMBC Nikko Securities ~~USA~~ America, Inc. $ 45,500,000 Xxxxxx Xxxxxxx & Co. LLC $ 26,250,000 RBC Capital Markets, LLC KeyBanc Capital Markets Inc. Citizens Capital Markets, Inc. Commerz Markets LLC * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA Securities, Inc. NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-294-1322; Credit Suisse $ 26,250,000 HSCB Securities (USA) ~~LLC~~Inc. $ 17,500,000 Xxxxx Fargo Securities, ~~Eleven Xxxxxxx Xxxxxx, 0xx~~ LLC $ 17,500,000 Citigroup Global Markets Inc. $ 14,000,000 Truist Securities Inc. $ 14,000,000 Mizuho Securities USA LLC $ 12,250,000 MUFG Securities Americas Inc. $ 12,250,000 Xxxxx, ~~Xxx Xxxx~~Xxxxxxxx & Xxxxx, ~~XX 00000, Attention: Prospectus Department, by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx;~~ Inc. $ 6,125,000 Xxxxxxxxxxx & Co. Inc. $ 6,125,000 ICBC Standard Bank Plc $ 3,500,000 Xxxxxxx Xxxxx & Associates, Inc. $ 3,500,000 X. Xxxxx Securities, Inc. $ 1,750,000 Citizens JMP Securities, LLC $ 1,750,000 Xxxxx Group, LLC $ 1,750,000 Ladenburg Xxxxxxxx & Co. ~~LLC~~Inc. $ 1,750,000 X. Xxxxxxx & Co., 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Debt Capital Markets Syndicate, by calling 1-866-271-7403; RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the day of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email system.LLC $ 1,750,000 Total $ 350,000,000

Appears in 1 contract

Samples: Underwriting Agreement (Sixth Street Specialty Lending, Inc.)

Authority of the Representative. The Representative is duly authorized to act hereunder on behalf of the other Underwriters. Any action by the Underwriters hereunder ~~must~~ may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding ~~upon~~ on all the Underwriters. If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us the enclosed duplicate hereof, whereupon~~ indicate your acceptance of this Agreement ~~and your acceptance shall represent a binding agreement among~~ by signing in the ~~Company and the several Underwriters~~space provided below. Very truly yours, ~~Xxxx Incorporated~~ SIXTH STREET SPECIALTY LENDING, INC. By: /s/ ~~Xxxxxxx Xxxxx~~ Xxx X. Xxxxxxxx Name: ~~Xxxxxxx Xxxxx~~ Xxx X. Xxxxxxxx Title: ~~Senior Vice President and Treasurer [Signature Page – Underwriting Agreement] Citigroup Global Markets Inc.~~ Chief Financial Officer SIXTH STREET SPECIALTY LENDING ADVISERS, LLC By: /s/ ~~Xxxxxxx~~ Xxx X. ~~Xxxxx~~ Xxxxxxxx Name: ~~Xxxxxxx~~ Xxx X. ~~Xxxxx~~ Xxxxxxxx Title: Vice President BOFA SECURITIES, INC. Acting on behalf of itself and the several Underwriters listed in Schedule 1 hereto. BOFA SECURITIES, INC. By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Managing Director ~~For itself and the other several Underwriters, if any, named in~~ Schedule ~~II to this Agreement. SCHEDULE I Underwriting Agreement dated June 16, 2020 Registration Statement No. 333-234507 Title,~~ 1 The Purchase Price and Description of Securities: Title: 5.625% Senior Notes due 2028 Principal amount: $400,000,000 Purchase price (including accrued interest or amortization, if any): 99.000% Representative: Citigroup Global Markets Inc. Closing Date, Time and Location: June 19, 2020 at 9:00 a.m. at Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred for the Securities to ~~in Section 5(i) after which the Company may offer or sell debt securities issued or guaranteed~~ be paid by the ~~Company without the consent of the Representative(s): 60 days after Closing Date SCHEDULE II~~ several Underwriters ~~Principal Amount of 5.625% Senior Notes due 2028 to~~ shall be Purchased Citigroup Global Markets Inc. $ 54,000,000 Barclays Capital Inc. 40,000,000 BMO Capital Markets Corp. 40,000,000 BofA Securities, Inc. 40,000,000 Credit Suisse Securities (USA) LLC 40,000,000 Xxxxxxx Xxxxx & Co. LLC 40,000,000 X.X. Xxxxxx Securities LLC 40,000,000 Mizuho Securities USA LLC 40,000,000 RBC Capital Markets, LLC 40,000,000 KeyBanc Capital Markets Inc. 10,000,000 Citizens Capital Markets, Inc. 8,000,000 Commerz Markets LLC 8,000,000 Total $ 400,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE IV Pricing Term Sheet dated June 16, 2020 Xxxx Incorporated $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 This free writing prospectus relates to the offering by Xxxx Incorporated of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 and should be read together with the preliminary prospectus supplement, dated June 16, 2020 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: 5.625% Senior Notes due 2028 (the “Notes”) Aggregate Principal Amount: $400,000,000 Maturity: June 15, 2028 Coupon: 5.625% Price: 100.000% plus accrued interest, if any, from June 19, 2020 Yield to Maturity: 5.625% Benchmark Treasury: UST 0.500% due May 31, 2027 Spread to Benchmark Treasury: +507 basis points Interest Payment Dates: June 15 and December 15, commencing December 15, 2020 (short first coupon) Record Dates: June 1 and December 1 Optional Redemption: At any time on or after June 15, 2023, we may redeem some or all of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% Prior to June 15, 2023, we may also redeem some or all of the Notes at a redemption price equal to 10098.403 % of the aggregate principal amount thereof~~, plus accrued and unpaid interest, if any,~~ . Underwriter Principal Amount of Securities to the redemption date plus a “make-whole” premium. At any time prior to June 15, 2023, we may redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: June 19, 2020 (T+3) CUSIP/ISIN: 235825 AG1 / US235825AG15 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $396,000,000 Joint Book-Running Managers: Citigroup Global Markets Inc. Barclays Capital Inc. BMO Capital Markets Corp. be Purchased BofA Securities, Inc. ~~Credit Suisse Securities (USA) LLC Xxxxxxx Sachs & Co. LLC~~ $ 43,500,000 X.X. Xxxxxx Securities LLC ~~Mizuho~~ $ 43,500,000 SMBC Nikko Securities ~~USA~~ America, Inc. $ 43,500,000 Xxxxxxx Xxxxx & Co. LLC $ 22,500,000 Xxxxxx Xxxxxxx & Co. LLC $ 22,500,000 RBC Capital Markets, LLC KeyBanc Capital Markets Inc. Citizens Capital Markets, Inc. Commerz Markets LLC * A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from $ 22,500,000 Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA Securities, Inc. ~~NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-294-1322; Credit Suisse~~ $ 12,000,000 HSBC Securities (USA) ~~LLC~~Inc. $ 12,000,000 Mizuho Securities USA LLC $ 12,000,000 MUFG Securities Americas Inc. $ 12,000,000 Truist Securities, ~~Eleven Xxxxxxx Xxxxxx~~Inc. $ 12,000,000 Xxxxx Fargo Securities, ~~0xx~~ LLC $ 12,000,000 Xxxxx, ~~Xxx Xxxx~~Xxxxxxxx & Xxxxx, ~~XX 00000~~Inc. $ 6,000,000 Xxxxxxxxxxx & Co. Inc. $ 6,000,000 X. Xxxxx Securities, ~~Attention: Prospectus Department~~Inc. $ 3,000,000 Xxxxx Group, ~~by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx;~~ LLC $ 3,000,000 ICBC Standard Bank Plc $ 3,000,000 Citizens JMP Securities, LLC $ 3,000,000 Ladenburg Xxxxxxxx & Co. Inc. $ 3,000,000 Xxxxxxx Xxxxx & ~~Co. LLC~~Associates, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Debt Capital Markets Syndicate, by calling 1-866-271-7403; RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the day of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email system.Inc. $ 3,000,000 Total $ 300,000,000

Appears in 1 contract

Samples: Underwriting Agreement (Sixth Street Specialty Lending, Inc.)

Authority of the Representative. The Representative is duly authorized to act hereunder on behalf of the other Underwriters. Any action by the Underwriters hereunder ~~must~~ may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding ~~upon~~ on all the Underwriters. If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us the enclosed duplicate hereof, whereupon~~ indicate your acceptance of this Agreement ~~and your acceptance shall represent a binding agreement among~~ by signing in the ~~Company and the several Underwriters~~space provided below. Very truly yours, ~~Xxxx Incorporated~~ OWL ROCK CAPITAL CORPORATION By: /s/ ~~Xxxxxxx Xxxxx~~ Axxx Xxxxxxxxxxx Name: ~~Xxxxxxx Xxxxx~~ Axxx Xxxxxxxxxxx Title: ~~Senior Vice President~~ Chief Operating Officer and ~~Treasurer [Signature Page – Underwriting Agreement] Citigroup Global Markets Inc.~~ Chief Financial Officer OWL ROCK CAPITAL ADVISORS LLC By: /s/ ~~Xxxxxxx X. Xxxxx~~ Axxx Xxxxxxxxxxx Name: ~~Xxxxxxx~~ Axxx Xxxxxxxxxxx Title: Chief Operating Officer and Chief Financial Officer BOFA SECURITIES, INC. Acting on behalf of itself and the several Underwriters listed in Schedule 1 hereto. BOFA SECURITIES, INC. By: /s/ Rxxxxxxx X. ~~Xxxxx~~ Xxxxxxxx Name: Rxxxxxxx X. Xxxxxxxx Title: Managing Director ~~For itself and the other several Underwriters, if any, named in~~ Schedule ~~II to this Agreement. SCHEDULE I Underwriting Agreement dated June 16, 2020 Registration Statement No. 333-234507 Title,~~ 1 The Purchase Price and Description of Securities: Title: 5.625% Senior Notes due 2028 Principal amount: $400,000,000 Purchase price (including accrued interest or amortization, if any): 99.000% Representative: Citigroup Global Markets Inc. Closing Date, Time and Location: June 19, 2020 at 9:00 a.m. at Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred for the Securities to ~~in Section 5(i) after which the Company may offer or sell debt securities issued or guaranteed~~ be paid by the ~~Company without the consent of the Representative(s): 60 days after Closing Date SCHEDULE II~~ several Underwriters ~~Principal Amount of 5.625% Senior Notes due 2028 to~~ shall be Purchased Citigroup Global Markets Inc. $ 54,000,000 Barclays Capital Inc. 40,000,000 BMO Capital Markets Corp. 40,000,000 BofA Securities, Inc. 40,000,000 Credit Suisse Securities (USA) LLC 40,000,000 Xxxxxxx Xxxxx & Co. LLC 40,000,000 X.X. Xxxxxx Securities LLC 40,000,000 Mizuho Securities USA LLC 40,000,000 RBC Capital Markets, LLC 40,000,000 KeyBanc Capital Markets Inc. 10,000,000 Citizens Capital Markets, Inc. 8,000,000 Commerz Markets LLC 8,000,000 Total $ 400,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE IV Pricing Term Sheet dated June 16, 2020 Xxxx Incorporated $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 This free writing prospectus relates to the offering by Xxxx Incorporated of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 and should be read together with the preliminary prospectus supplement, dated June 16, 2020 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: 5.625% Senior Notes due 2028 (the “Notes”) Aggregate Principal Amount: $400,000,000 Maturity: June 15, 2028 Coupon: 5.625% Price: 100.000% plus accrued interest, if any, from June 19, 2020 Yield to Maturity: 5.625% Benchmark Treasury: UST 0.500% due May 31, 2027 Spread to Benchmark Treasury: +507 basis points Interest Payment Dates: June 15 and December 15, commencing December 15, 2020 (short first coupon) Record Dates: June 1 and December 1 Optional Redemption: At any time on or after June 15, 2023, we may redeem some or all of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% Prior to June 15, 2023, we may also redeem some or all of the Notes at a redemption price equal to 10098.037% of the aggregate principal amount thereof~~, plus accrued and unpaid interest, if any,~~ . Underwriter Principal Amount of Securities to the redemption date plus a “make-whole” premium. At any time prior to June 15, 2023, we may redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: June 19, 2020 (T+3) CUSIP/ISIN: 235825 AG1 / US235825AG15 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $396,000,000 Joint Book-Running Managers: Citigroup Global Markets Inc. Barclays Capital Inc. BMO Capital Markets Corp. be Purchased BofA Securities, Inc. ~~Credit Suisse Securities (USA) LLC Xxxxxxx Sachs & Co. LLC X.X.~~ $ 112,000,000 J.X. Xxxxxx Securities LLC ~~Mizuho~~ 48,000,000 MUFG Securities ~~USA LLC~~ Americas Inc. 48,000,000 RBC Capital Markets, LLC ~~KeyBanc Capital Markets Inc. Citizens Capital Markets~~48,000,000 SMBC Nikko Securities America, Inc. ~~Commerz~~ 48,000,000 Deutsche Bank Securities Inc. 26,000,000 Gxxxxxx Sachs & Co. LLC 26,000,000 ING Financial Markets LLC * A securities rating is not a recommendation to buy26,000,000 SG Americas Securities, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA LLC 26,000,000 Truist Securities, Inc. ~~NC1-004-03-43~~26,000,000 Compass Point Research & Trading, ~~000 Xxxxx Xxxxxxx Xxxxxx~~LLC 6,000,000 ICBC Standard Bank Plc 6,000,000 JMP Securities LLC 6,000,000 Kxxxx, ~~0xx Xxxxx~~Bxxxxxxx & Wxxxx, Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-294-1322; Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx; Xxxxxxx Xxxxx Inc. 6,000,000 Ladenburg Txxxxxxx & Co. LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Debt Inc. 6,000,000 Oxxxxxxxxxx & Co. Inc. 6,000,000 PNC Capital Markets ~~Syndicate~~LLC 6,000,000 R. Xxxxxxx & Co., ~~by calling 1-866-271-7403; RBC Capital Markets~~LLC 6,000,000 Rxxxxxx Jxxxx & Associates, ~~LLC~~Inc. 6,000,000 Seaport Global Securities LLC 6,000,000 Wxxxx Fargo Securities, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the day of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email system.LLC 6,000,000 Total $ 500,000,000 Schedule 2

Appears in 1 contract

Samples: Owl Rock Capital Corp

Authority of the Representative. Any action by the Underwriters hereunder ~~must~~ may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding upon the Underwriters. If the foregoing is in accordance with your understanding of our agreement, ~~please~~ kindly sign and return to us the Representative the enclosed ~~duplicate~~ copies hereof, whereupon this ~~Agreement and your acceptance~~ instrument, along with all counterparts hereof, shall ~~represent~~ become a binding agreement ~~among the Company and the several Underwriters~~in accordance with its terms. Very truly yours, ~~Xxxx Incorporated By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President and Treasurer [Signature Page – Underwriting Agreement] Citigroup Global Markets Inc.~~ XXXXXXX ENERGY CORPORATION By: /s/ Xxxxxxx X. ~~Xxxxx~~ Xxxx Name: Xxxxxxx X. ~~Xxxxx~~ Xxxx Title: ~~Managing Director For itself~~ Senior Vice President, Chief Financial Officer and ~~the other several Underwriters, if any, named in Schedule II~~ Secretary Signature Page to ~~this Agreement. SCHEDULE I~~ Underwriting Agreement ~~dated June 16, 2020 Registration Statement No~~The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative as of the date first above written. ~~333-234507 Title, Purchase Price and Description~~ XXXXXXX RICE & COMPANY L.L.C. As representative of ~~Securities~~the several underwriters By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: 5.625% Senior Notes due 2028 Principal amount: $400,000,000 Purchase price (including accrued interest or amortization, if any): 99.000% Representative: Citigroup Global Markets Inc. Closing Date, Time and Location: June 19, 2020 at 9:00 a.m. at Shearman Equity Member SCHEDULE A Schedule of Underwriters Name Number of Shares Xxxxxxx Xxxx & ~~Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Date referred to in Section 5(i) after which the~~ Company may offer or sell debt securities issued or guaranteed by the Company without the consent of the Representative(s): 60 days after Closing Date SCHEDULE II Underwriters Principal Amount of 5.625% Senior Notes due 2028 to be Purchased Citigroup Global Markets Inc. $ 54,000,000 Barclays Capital Inc. 40,000,000 BMO Capital Markets Corp. 40,000,000 BofA Securities, Inc. 40,000,000 Credit Suisse Securities (USA) LLC 40,000,000 Xxxxxxx Xxxxx & Co. LLC 40,000,000 X.X. Xxxxxx Securities LLC 40,000,000 Mizuho Securities USA LLC 40,000,000 L.L.C. 4,848,000 RBC Capital Markets, LLC ~~40,000,000 KeyBanc~~ 1,920,000 Capital ~~Markets Inc. 10,000,000 Citizens Capital Markets~~One Securities, Inc. ~~8,000,000 Commerz Markets~~ 576,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 576,000 Canaccord Genuity Inc. 240,000 Global Hunter Securities, LLC ~~8,000,000 Total $ 400,000,000~~ 240,000 Macquarie Capital (USA) Inc. 240,000 Xxxxxx Xxxxx + Co., LLC 240,000 Xxxxxxx & Company International 240,000 Xxxxxxxx Inc. 240,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 240,000 TOTAL 9,600,000 SCHEDULE ~~III~~ B Schedule of Information and Free Writing Prospectuses included in the ~~Disclosure Package None.~~ Time of Sale Prospectus Free Writing Prospectus dated September 12, 2013 SCHEDULE IV Pricing Term Sheet dated June 16, 2020 Xxxx Incorporated $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 This free writing prospectus relates to the offering by Xxxx Incorporated of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2028 and should be read together with the preliminary prospectus supplement, dated June 16, 2020 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507. Issuer: Xxxx Incorporated (the “Issuer”) Security: 5.625% Senior Notes due 2028 (the “Notes”) Aggregate Principal Amount: $400,000,000 Maturity: June 15, 2028 Coupon: 5.625% Price: 100.000% plus accrued interest, if any, from June 19, 2020 Yield to Maturity: 5.625% Benchmark Treasury: UST 0.500% due May 31, 2027 Spread to Benchmark Treasury: +507 basis points Interest Payment Dates: June 15 and December 15, commencing December 15, 2020 (short first coupon) Record Dates: June 1 and December 1 Optional Redemption: At any time on or after June 15, 2023, we may redeem some or all of the Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% Prior to June 15, 2023, we may also redeem some or all of the Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. At any time prior to June 15, 2023, we may redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued remains outstanding after the redemption. Settlement Date: June 19, 2020 (T+3) CUSIP/ISIN: 235825 AG1 / US235825AG15 Underwriting Discount: 1.000% Proceeds to Company (before expenses): $396,000,000 Joint Book-Running Managers: Citigroup Global Markets Inc. Barclays Capital Inc. BMO Capital Markets Corp. BofA Securities, Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC RBC Capital MarketsC Other Information None SCHEDULE D Subsidiaries SEP Holdings III, LLC ~~KeyBanc Capital Markets Inc. Citizens Capital Markets~~Delaware XX Xxxxxxx LLC Delaware SN Cotulla Assets, ~~Inc. Commerz Markets~~ LLC * Texas SN Midstream, LLC Delaware SN Operating, LLC Texas SN TMS, LLC Delaware EXHIBIT A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the Preliminary Prospectus Supplement and the accompanying base prospectus, the terms of this Pricing Term Sheet shall govern. Capitalized terms used but not otherwise defined in this Pricing Term Sheet shall have the meanings assigned to them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) relating to this offering. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting FORM OF OPINION OF AKIN GUMP XXXXXXX XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing xxxxxxxxxx@xxxx.xxx; Barclays Capital Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; BMO Capital Markets Corp., 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, by calling 0-000-000-0000; BofA Securities, Inc. NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx XX 00000-0000, Attention: Prospectus Department, by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx, by calling 1-800-294-1322; Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-800-221-1037 or by emailing xxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx; Xxxxxxx Xxxxx & Co. LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Prospectus Department, by calling 1-866-471-2526, by faxing 000-000-0000 or by emailing xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Prospectus Department, by calling 0-000-000-0000; Mizuho Securities USA LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Debt Capital Markets Syndicate, by calling 1-866-271-7403; RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Leveraged Capital Markets, by calling 0-000-000-0000; KeyBanc Capital Markets Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000; Citizens Capital Markets, Inc., 00000 Xxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; or Commerz Markets LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on or prior to the day of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes should consult their own advisors. This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the accompanying base prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or notices were automatically generated as a result of this communication being sent by Bloomberg or another email system.XXXX LLP

Appears in 1 contract

Samples: Underwriting Agreement (Sanchez Energy Corp)

Common use of Authority of the Representative Clause in Contracts