Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. Very truly yours, MICRON TECHNOLOGY, INC. By: /s/ Kxxx Xxxx Name:Kxxx Xxxx Title: Corporate Vice President, Finance Citigroup Global Markets Inc. Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Citigroup Global Markets Inc. By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director Credit Suisse Securities (USA) LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Credit Suisse Securities (USA) LLC By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Director Mxxxxx Sxxxxxx & Co. LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Mxxxxx Sxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Citigroup Global Markets Inc. $ 166,625,000 Credit Suisse Securities (USA) LLC $ 166,625,000 Mxxxxx Sxxxxxx & Co. LLC $ 166,750,000 Credit Agricole Securities (USA) Inc. $ 83,375,000 HSBC Securities (USA) Inc. $ 83,375,000 MUFG Securities Americas Inc. $ 83,250,000 ANZ Securities, Inc. $ 62,500,000 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard Bank Plc $ 62,500,000 Mizuho Securities USA LLC $ 62,500,000 Academy Securities, Inc. $ 50,000,000 Gxxxxxx Sachs & Co. LLC $ 50,000,000 J.X. Xxxxxx Securities LLC $ 50,000,000 Sxxxxxx Xxxxxxxx Shank & Co., LLC $ 50,000,000 Wxxxx Fargo Securities, LLC $ 50,000,000 Total: $ 1,250,000,000 1. Term Sheet containing the terms of the Securities, substantially in the form set forth in Annex A Delaware Idaho 1. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own its properties and to conduct its business as described in the Pricing Prospectus and the Prospectus. 2. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. 3. The Securities are in the form contemplated by the Indenture, have been duly authorized by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against the purchase price therefor specified in the Underwriting Agreement in accordance with the terms thereof (which facts we have not determined by inspection of the Securities), will constitute valid and legally binding obligations of the Company and enforceable against the Company in accordance with their terms; and the Securities are entitled to the benefits of the Indenture. 4. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms; and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended. 5. None of the execution, delivery and performance of the Underwriting Agreement, the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) the Certificate of Incorporation or the Bylaws or (B) any statute, decree, regulation or order known to us to be applicable to the Company of any Delaware court, governmental authority or agency having jurisdiction over the Company or any of its properties or assets, except such conflicts, breaches, violations or defaults in clause (B) above as would not have a material adverse effect on the Company’s ability to perform its obligations under the Operative Documents or to consummate the transactions contemplated thereby. 6. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Underwriting Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters. 7. The Company is not and, immediately after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act. 8. The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, fairly summarize such terms and documents in all material respects. 9. The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as they purport to summarize provisions of the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize such matters in all material respects. 1. To the best of my knowledge, but without inquiring into the dockets of any court, commissions, regulatory body, administrative agency or other government body, and other than as set forth in the Pricing Disclosure Package, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or assets of the Company is the subject, which I believe individually or in the aggregate would be reasonably expected to have a Material Adverse Effect. 2. None of the execution, delivery and performance of the Underwriting Agreement or the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) any material indenture or other material agreement or instrument to which the Company or its subsidiaries is a party or bound, or (B) any statute, decree, regulation or order applicable to the Company of any U.S. Federal or Idaho court, governmental authority or agency having jurisdiction over the Company or any of its respective properties or assets, except such conflicts, breaches, violations or defaults as would not have a Material Adverse Effect on the Company’s ability to perform its respective obligations under the Operative Documents or to consummate the transactions contemplated thereby. 3. Except as may be required by the Securities Act, and the Rules and Regulations or “blue sky” laws of any state of the United States, in connection with the sale of the Securities, no consent, approval, authorization or order of, or filing or registration with, any U.S. Federal or Idaho court or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement and the Indenture by the Company, the issuance of the Securities and the consummation of the transactions contemplated thereby. 2. 497% SENIOR NOTES DUE 2023
Appears in 1 contract
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Guarantors, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters Initial Purchasers to properly identify their respective clients. [Signature Page Follows] If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Guarantors and the several Initial Purchasers in accordance with its terms. Very truly yours, MICRON TECHNOLOGYTHE CHEMOURS COMPANY THE CHEMOURS COMPANY THE CHEMOURS COMPANY FC, LLC CHEMFIRST INC. FIRST CHEMICAL CORPORATION FIRST CHEMICAL TEXAS, L.P. FT CHEMICAL, INC. FIRST CHEMICAL HOLDINGS, LLC By: /s/ Kxxx Xxxx Xxxxxx Xxxxxx Name:Kxxx Xxxx : Xxxxxx Xxxxxx Title: Corporate Senior Vice President, Finance Citigroup Global Markets Inc. Acting on behalf of themselves President and the several Underwriters named in Schedule I hereto. ByChief Financial Officer Accepted: Citigroup Global Markets Inc. By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director Credit Suisse Securities (USA) X.X. XXXXXX SECURITIES LLC Acting on behalf of themselves itself and the several Underwriters Initial Purchasers named in Schedule I hereto. By: Credit Suisse Securities (USA) LLC A hereto By: /s/ Mxxxxx Xxxxxxxxx Xxxxxx Name: Mxxxxx Xxxxxxxxx Xxxxxx Title: Managing Director Mxxxxx Sxxxxxx & Co. X.X. Xxxxxx Securities LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Mxxxxx Sxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director $ 200,000,000 Citigroup Global Markets Inc. $ 166,625,000 80,000,000 Credit Suisse Securities (USA) LLC $ 166,625,000 Mxxxxx Sxxxxxx & Co. 72,000,000 RBC Capital Markets, LLC $ 166,750,000 Credit Agricole 72,000,000 Barclays Capital Inc. $ 64,000,000 Deutsche Bank Securities Inc. $ 56,000,000 TD Securities (USA) Inc. LLC $ 83,375,000 56,000,000 HSBC Securities (USA) Inc. $ 83,375,000 MUFG Securities Americas Inc. $ 83,250,000 ANZ 48,000,000 BofA Securities, Inc. $ 62,500,000 40,000,000 Mizuho Securities USA LLC $ 40,000,000 Truist Securities, Inc. $ 40,000,000 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard Bank Plc $ 62,500,000 Mizuho Securities USA LLC $ 62,500,000 Academy Securities16,000,000 Citizens Capital Markets, Inc. $ 50,000,000 Gxxxxxx Sachs & Co. LLC $ 50,000,000 J.X. Xxxxxx Securities LLC $ 50,000,000 Sxxxxxx Xxxxxxxx Shank & Co.16,000,000 The Chemours Company FC, LLC $ 50,000,000 Wxxxx Fargo SecuritiesChemFirst Inc. First Chemical Corporation First Chemical Texas, LLC $ 50,000,000 Total: $ 1,250,000,000L.P. FT Chemical, Inc. First Chemical Holdings, LLC
1. Final Term Sheet containing Sheet, dated November 12, 2020 for the terms of the Securities, substantially Offered Securities in the form set forth in Annex A Delaware Idaho
1. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own its properties and to conduct its business as described in the Pricing Prospectus and the ProspectusSchedule D hereto.
2. The Underwriting Agreement has been duly authorized, executed and delivered by the Company.
3. The Securities are in the form contemplated by the Indenture, have been duly authorized by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against the purchase price therefor specified in the Underwriting Agreement in accordance with the terms thereof (which facts we have not determined by inspection of the Securities), will constitute valid and legally binding obligations of the Company and enforceable against the Company in accordance with their terms; and the Securities are entitled to the benefits of the Indenture.
4. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms; and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.
5. None of the execution, delivery and performance of the Underwriting Agreement, the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) the Certificate of Incorporation or the Bylaws or (B) any statute, decree, regulation or order known to us to be applicable to the Company of any Delaware court, governmental authority or agency having jurisdiction over the Company or any of its properties or assets, except such conflicts, breaches, violations or defaults in clause (B) above as would not have a material adverse effect on the Company’s ability to perform its obligations under the Operative Documents or to consummate the transactions contemplated thereby.
6. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Underwriting Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.
7. The Company is not and, immediately after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act.
8. The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, fairly summarize such terms and documents in all material respects.
9. The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as they purport to summarize provisions of the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize such matters in all material respects.
1. To the best of my knowledge, but without inquiring into the dockets of any court, commissions, regulatory body, administrative agency or other government body, and other than as set forth in the Pricing Disclosure Package, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or assets of the Company is the subject, which I believe individually or in the aggregate would be reasonably expected to have a Material Adverse Effect.
2. None of the execution, delivery and performance of the Underwriting Agreement or the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) any material indenture or other material agreement or instrument to which the Company or its subsidiaries is a party or bound, or (B) any statute, decree, regulation or order applicable to the Company of any U.S. Federal or Idaho court, governmental authority or agency having jurisdiction over the Company or any of its respective properties or assets, except such conflicts, breaches, violations or defaults as would not have a Material Adverse Effect on the Company’s ability to perform its respective obligations under the Operative Documents or to consummate the transactions contemplated thereby.
3. Except as may be required by the Securities Act, and the Rules and Regulations or “blue sky” laws of any state of the United States, in connection with the sale of the Securities, no consent, approval, authorization or order of, or filing or registration with, any U.S. Federal or Idaho court or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement and the Indenture by the Company, the issuance of the Securities and the consummation of the transactions contemplated thereby.
2. 497% SENIOR NOTES DUE 2023
Appears in 1 contract
Samples: Purchase Agreement (Chemours Co)
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriters Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Subsidiary Guarantors, which information may include the name and address addresses of their respective clients, as well as other information that will allow the Underwriters Initial Purchasers to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, MICRON TECHNOLOGYRANGE RESOURCES CORPORATION By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: SVP-CFO RANGE RESOURCES-PINE MOUNTAIN, INC. RANGE RESOURCES-MIDCONTINENT, LLC RANGE PRODUCTION COMPANY, LLC RANGE RESOURCES-APPALACHIA, LLC RANGE RESOURCES – LOUISIANA, INC. RANGE LOUISIANA OPERATING, LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: SVP-CFO & Treasurer BofA Securities, Inc. For itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. BOFA SECURITIES, INC. By: /s/ Kxxx Xxxx Xxxxx Xxxx-Xxx Name:Kxxx Xxxx : Xxxxx Xxxx-Xxx Title: Corporate Vice PresidentDirector BofA Securities, Finance Inc. $ 137,500,000 X.X. Xxxxxx Securities LLC 99,000,000 Xxxxx Fargo Securities 60,500,000 Citigroup Global Markets Inc. Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Citigroup Global 33,000,000 BMO Capital Markets Corp. 27,500,000 Mizuho Securities USA LLC 27,500,000 Barclays Capital Inc. By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director 22,000,000 Credit Suisse Securities (USA) LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Credit Suisse 22,000,000 Natixis Securities Americas LLC 22,000,000 PNC Capital Markets LLC 22,000,000 ABN AMRO Securities (USA) LLC By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Director Mxxxxx Sxxxxxx & Co. LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Mxxxxx Sxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Citigroup Global Markets 11,000,000 BBVA Securities Inc. $ 166,625,000 Credit Suisse Securities (USA) LLC $ 166,625,000 Mxxxxx Sxxxxxx & Co. LLC $ 166,750,000 8,250,000 BOK Financial Securities, Inc. 8,250,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 8,250,000 Capital One Securities, Inc. 5,500,000 Credit Agricole Securities (USA) Inc. $ 83,375,000 HSBC 5,500,000 MUFG Securities Americas Inc. 5,500,000 RBC Capital Markets, LLC 5,500,000 SG Americas Securities, LLC 5,500,000 CIBC World Markets Corp. 2,750,000 Comerica Securities, Inc. 2,750,000 Commonwealth Bank of Australia 2,750,000 KeyBanc Capital Markets Inc. 2,750,000 Scotia Capital (USA) Inc. 2,750,000 Total $ 83,375,000 MUFG Securities Americas Inc. $ 83,250,000 ANZ Securities, Inc. $ 62,500,000 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard Bank Plc $ 62,500,000 Mizuho Securities USA LLC $ 62,500,000 Academy Securities, Inc. $ 50,000,000 Gxxxxxx Sachs & Co. LLC $ 50,000,000 J.X. Xxxxxx Securities LLC $ 50,000,000 Sxxxxxx Xxxxxxxx Shank & Co., LLC $ 50,000,000 Wxxxx Fargo Securities, LLC $ 50,000,000 Total: $ 1,250,000,000550,000,000
1. Term Sheet containing (a) The Company is validly existing and in good standing as a corporation under the terms laws of the Securities, substantially State of Delaware with all requisite corporate power and authority to own its properties and conduct its business in all material respects as described in the form set forth in Annex A Delaware IdahoTime of Sale Information and the Offering Memorandum.
1. The Company has been duly incorporated, (b) Each of the Subsidiary Guarantors is validly existing as a corporation or limited liability company, as applicable, and in good standing under the laws of the State of Delaware and Delaware; each of the Subsidiary Guarantors has the all requisite corporate or limited liability company power and authority to own its respective properties and to conduct its business respective business, in all material respects as described in the Pricing Prospectus Time of Sale Information and the ProspectusOffering Memorandum.
2. (c) The Underwriting Company and each of the Subsidiary Guarantors listed on Schedule 1 of such opinion are (i) duly qualified or licensed to do business as a foreign corporation or limited liability company, as applicable, in each jurisdiction listed across from each such entity’s name in column A of Schedule 1 of such opinion and (ii) in good standing in each jurisdiction listed across from each such entity’s name in column B of Schedule 1 of such opinion.
(d) The documents incorporated by reference in the Time of Sale Information and the Offering Memorandum or any further amendment or supplement thereto made by the Company prior to the Closing Date (except for (a) the financial statements and related schedules thereto, including the notes thereto and the independent registered public accounting firm’s report thereon, (b) the other financial data that is included or incorporated by reference therein or omitted therefrom and (c) the oil and gas reserve reports and related reserve information contained or incorporated by reference therein or omitted therefrom, in each case as to which we express no opinion), when they were filed with the Commission, appear on their face to be appropriately responsive in all material respects with the requirements of the Securities Act or the Exchange Act and the rules and regulations of the Commission thereunder.
(e) The execution, delivery and performance of the Purchase Agreement, the Registration Rights Agreement, the Indenture, the Securities and the Exchange Securities by the Company and the Subsidiary Guarantors, as applicable, and the consummation by the Company and the Subsidiary Guarantors of the transactions contemplated thereby and the issuance of the Securities by the Company will not (A) result in a violation of any provisions of the Charter or Bylaws or similar organizational documents of the Company or any Subsidiary Guarantor, (B) breach or result in a default under any Applicable Contract, or (C) assuming compliance with all applicable state securities laws and assuming the accuracy of the representations and warranties of the Initial Purchasers contained in the Purchase Agreement, result in a violation of any federal or Texas or Delaware state law, regulation or rule or, to our knowledge and without having investigated governmental records or court dockets, any decree, judgment or order applicable to the Company or any of the Subsidiary Guarantors, except, in the case of clause (B) and (C), for such breaches, defaults or violations that would not, individually or in the aggregate, result in a Material Adverse Effect and, in the case of clause (C), such counsel need express no opinion with respect to the anti-fraud provisions of federal securities laws or with respect to state securities laws or Blue Sky laws.
(f) The Purchase Agreement has been duly authorized, executed and delivered by the Company.
3. The Securities are in Company and the form contemplated by Subsidiary Guarantors; and the Indenture, have Registration Rights Agreement has been duly authorized by the Company andauthorized, when executed and delivered by the Company and authenticated each of the Subsidiary Guarantors and, when duly executed and delivered by the Trustee in accordance with the terms of the Indenture and delivered against the purchase price therefor specified in the Underwriting Agreement in accordance with the terms thereof (which facts we have not determined by inspection of the Securities)other parties thereto, will constitute a valid and legally binding obligations agreement of the Company and each of the Subsidiary Guarantors enforceable against the Company and each of the Subsidiary Guarantors in accordance with their terms; its terms except that (A) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the Securities are entitled to the benefits discretion of the Indenturecourt before which any proceeding therefor may be brought and (B) the rights to indemnity and contribution may be limited by applicable law, rule, regulation or judicial determination or interpretation of the Commission.
4. (g) The Indenture has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors and, assuming the due authorization, execution and delivery thereof by the Trustee, constitutes a legal, valid and legally binding instrumentagreement of the Company and the Subsidiary Guarantors, enforceable against the Company and the Subsidiary Guarantors in accordance with its terms except that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; and the Indenture conforms in all material respects with the requirements of the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder except that the Indenture has not been so qualified.
(h) The Guarantees, as defined in the Indenture, have been duly authorized, executed and delivered by the Subsidiary Guarantors, and, assuming the due authorization, execution and delivery of the Securities by the Trustee and upon payment for and delivery of the Securities in accordance with the Purchase Agreement, each Guarantee will constitute a legal, valid and binding agreement of each Subsidiary Guarantor, enforceable against each such Subsidiary Guarantor in accordance with its terms except that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought.
(i) The Securities have been duly authorized by the Company, and when executed and duly authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, (A) will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their terms; , except that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the Indenture has discretion of the court before which any proceeding therefor may be brought, and (B) will be entitled to the benefits of the Indenture.
(j) The Exchange Guarantees, as defined in the Registration Rights Agreement, have been duly qualified under authorized by the Trust Subsidiary Guarantors, and, when duly executed and delivered as contemplated by the Registration Rights Agreement and assuming the due execution and delivery of the Indenture Act by the Trustee and the authentication and delivery of 1939the Exchange Securities by the Trustee, will constitute a legal, valid and binding agreement of each Subsidiary Guarantor, enforceable against each such Subsidiary Guarantor in accordance with its terms except that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought.
(k) The Exchange Securities, as amendeddefined in the Registration Rights Agreement, have been duly authorized by the Company, and when duly executed and delivered as contemplated by the Registration Rights Agreement and assuming the due execution and delivery of the Indenture by the Trustee and the authentication and delivery of the Exchange Securities by the Trustee, (A) will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought, and (B) will be entitled to the benefits of the Indenture.
5. None (l) No approval, authorization, consent or order of the executionor filing with any federal, delivery and performance of the Underwriting AgreementTexas or Delaware governmental or regulatory commission, the Indentureboard, body, authority or agency is required in connection with the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) the Certificate of Incorporation or the Bylaws or (B) any statute, decree, regulation or order known to us to be applicable to the Company of any Delaware court, governmental authority or agency having jurisdiction over the Company or any of its properties or assets, except such conflicts, breaches, violations or defaults in clause (B) above as would not have a material adverse effect on the Company’s ability to perform its obligations under the Operative Documents or to consummate the transactions contemplated thereby.
6. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions Securities as contemplated by in the Underwriting Agreement or the IndenturePurchase Agreement, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications other than as may be required under state the securities or Blue Sky laws of the various jurisdictions in connection which the Securities are being resold by the Initial Purchasers and such as may be required under federal securities law, as to which we express no opinion other than the opinion provided in paragraph (o) below.
(m) The statements set forth in the Time of Sale Information and the Offering Memorandum under the caption “Description of Notes” (when taken together with the purchase and distribution terms of the Securities by set forth in the UnderwritersTime of Sale Information), insofar as they purport to constitute a summary of the terms of the Securities, are accurate summaries in all material respects; and the statements set forth in the Time of Sale Information and the Offering Memorandum under the caption “Certain United States Federal Income Tax Considerations,” insofar as they purport to constitute summaries of matters of law or regulation or legal conclusions, are accurate summaries in all material respects.
7. The (n) Neither the Company is not andnor any of the Subsidiary Guarantors is, immediately or after giving effect to the offering and sale of the Securities and the application of the proceeds thereofthereof as described in the Time of Sale Information and the Offering Memorandum will be, will not be required to register as an “investment company,” as such term is defined in the Investment Company ActAct of 1940, as amended.
8. The statements (o) Assuming (i) the accuracy of the representations, warranties and agreements of the Company, the Subsidiary Guarantors and the Initial Purchasers contained in the Purchase Agreement; (ii) the compliance of the Initial Purchasers with the covenants and agreements set forth in the Pricing Disclosure Package Purchase Agreement; and (iii) the Prospectus compliance by the Initial Purchasers with the offer and transfer restrictions described in the Offering Memorandum under the caption “Description of the NotesTransfer Restrictions,” insofar as they purport to constitute a summary of the terms of the Securitiesit is not necessary, fairly summarize such terms and documents in all material respects.
9. The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as they purport to summarize provisions of the United States federal tax laws referred to therein or legal conclusions connection with respect thereto, fairly summarize such matters in all material respects.
1. To the best of my knowledge, but without inquiring into the dockets of any court, commissions, regulatory body, administrative agency or other government body, and other than as set forth in the Pricing Disclosure Package, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or assets of the Company is the subject, which I believe individually or in the aggregate would be reasonably expected to have a Material Adverse Effect.
2. None of the execution, delivery and performance of the Underwriting Agreement or the Indenture, the issuance and sale of the Securities or to the consummation of any other Initial Purchasers and the offer, resale and delivery of the transactions Securities by the Initial Purchasers in the manner contemplated thereby will conflict withby the Purchase Agreement, result in a breach or violation the Time of Sale Information and the Offering Memorandum, to register the Securities under the Securities Act (other than any obligation of the terms Company to comply with the registration obligations contained in the Registration Rights Agreement) or provisions ofto qualify the Indenture under the Trust Indenture Act; provided, or constitute a default under however, we express no opinion as to any subsequent resale of the Securities.
(Ap) any material indenture or Based upon our participation in conferences with officers and other material agreement or instrument to representatives of the Company, representatives of the independent public accountants of the Company and representatives of the Initial Purchasers and their counsel at which the Company contents of the Time of Sale Information and the Offering Memorandum and any amendment and supplement thereto and related matters were discussed and without any additional inquiry or its subsidiaries is a party or bounddue diligence (except as necessary to express the opinions set forth above), or (B) although we have not conducted any statute, decree, regulation or order applicable independent investigations with regard to the Company information in the Time of Sale Information and the Offering Memorandum and are not passing upon and do not assume any U.S. Federal responsibility for the accuracy, completeness or Idaho courtfairness of the statements contained in the Time of Sale Information and the Offering Memorandum (except to the extent stated in paragraph (m) above), governmental authority no facts have come to our attention which lead us to believe that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be 4:35 p.m. Eastern time on the date of the Purchase Agreement) contained any untrue statement of a material fact or agency having jurisdiction over omitted to state a material fact necessary to make the Company statements therein, in the light of the circumstances under which they were made, not misleading or that the Offering Memorandum or any amendment or supplement thereto as of its respective properties date and the Closing Date contains any untrue statement of a material fact or assetsomits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except such conflictsfor (a) the financial statements and related schedules thereto, breaches, violations or defaults as would not have a Material Adverse Effect on including the Company’s ability to perform its respective obligations under the Operative Documents or to consummate the transactions contemplated thereby.
3. Except as may be required by the Securities Actnotes thereto, and the Rules independent registered public accounting firm’s report thereon, (b) the other financial data that is included or incorporated by reference therein or omitted therefrom and Regulations (c) the oil and gas reserve reports and related reserve information contained or “blue sky” laws of any state of the United States, in connection with the sale of the Securities, no consent, approval, authorization or order of, or filing or registration with, any U.S. Federal or Idaho court or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement and the Indenture incorporated by the Company, the issuance of the Securities and the consummation of the transactions contemplated therebyreference therein).
2. 497% SENIOR NOTES DUE 2023
Appears in 1 contract
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Guarantors, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Guarantors and the several Underwriters in accordance with its terms. Very truly yours, MICRON TECHNOLOGYTHE CHEMOURS COMPANY THE CHEMOURS COMPANY FC, LLC THE CHEMOURS COMPANY TT, LLC CHEMFIRST INC. FIRST CHEMICAL CORPORATION FIRST CHEMICAL TEXAS, L.P. FT CHEMICAL, INC. FIRST CHEMICAL HOLDINGS, LLC By: /s/ Kxxx Xxxx Mxxx X. Xxxxxx Name:Kxxx Xxxx : Mxxx X. Xxxxxx Title: Corporate Senior Vice President, Finance Citigroup Global Markets Inc. Acting on behalf of themselves President and the several Underwriters named in Schedule I hereto. ByChief Financial Officer Accepted: Citigroup Global Markets Inc. By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director Credit Suisse Securities (USA) LLC Acting on behalf of themselves itself and the several Underwriters named in Schedule I hereto. By: Credit Suisse Securities (USA) LLC A hereto By: /s/ Mxxxxx Xxxxxx Pxxxxxxx Xxxxx Name: Mxxxxx Xxxxxx Pxxxxxxx Xxxxx Title: Director Mxxxxx Sxxxxxx & Co. LLC Acting on behalf of themselves and [Signature Page to the several Underwriters named in Schedule I hereto. By: Mxxxxx Sxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Citigroup Global Markets Inc. $ 166,625,000 Underwriting Agreement] Credit Suisse Securities (USA) LLC $ 166,625,000 Mxxxxx Sxxxxxx & Co. 150,000,000.00 J.X. Xxxxxx Securities LLC $ 166,750,000 Credit Agricole 90,000,000.00 Citigroup Global Markets Inc. $ 90,000,000.00 Barclays Capital Inc. $ 90,000,000.00 TD Securities (USA) Inc. LLC $ 83,375,000 50,000,000.00 HSBC Securities (USA) Inc. $ 83,375,000 MUFG Securities Americas Inc. 13,000,000.00 RBC Capital Markets, LLC $ 83,250,000 ANZ Securities, Inc. $ 62,500,000 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard Bank Plc $ 62,500,000 8,500,000.00 Mizuho Securities USA LLC $ 62,500,000 Academy Securities8,500,000.00 The Chemours Company FC, LLC The Chemours Company TT, LLC ChemFirst Inc. First Chemical Corporation First Chemical Texas, L.P. FT Chemical, Inc. $ 50,000,000 Gxxxxxx Sachs & Co. LLC $ 50,000,000 J.X. Xxxxxx Securities LLC $ 50,000,000 Sxxxxxx Xxxxxxxx Shank & Co.First Chemical Holdings, LLC $ 50,000,000 Wxxxx Fargo Securities, LLC $ 50,000,000 Total: $ 1,250,000,000LLC
1. Term Sheet containing General Use Free Writing Prospectuses (included in the terms of General Disclosure Package)
1. Final term sheet dated May 9, 2017 for the Securities, substantially 5.375% Senior Notes due 2027 in the form set forth in Annex A Delaware Idaho
1. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own its properties and to conduct its business as described in the Pricing Prospectus and the ProspectusSchedule D hereto.
2. The Underwriting Agreement has been duly authorized, executed and delivered by the Company.
3. The Securities are Other Information Included in the form contemplated by the Indenture, have been duly authorized by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against the purchase price therefor specified in the Underwriting Agreement in accordance with the terms thereof (which facts we have not determined by inspection of the Securities), will constitute valid and legally binding obligations of the Company and enforceable against the Company in accordance with their terms; and the Securities are entitled to the benefits of the Indenture.
4. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms; and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.
5. None of the execution, delivery and performance of the Underwriting Agreement, the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) the Certificate of Incorporation or the Bylaws or (B) any statute, decree, regulation or order known to us to be applicable to the Company of any Delaware court, governmental authority or agency having jurisdiction over the Company or any of its properties or assets, except such conflicts, breaches, violations or defaults in clause (B) above as would not have a material adverse effect on the Company’s ability to perform its obligations under the Operative Documents or to consummate the transactions contemplated thereby.
6. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Underwriting Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.
7. The Company is not and, immediately after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act.
8. The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, fairly summarize such terms and documents in all material respects.
9. The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as they purport to summarize provisions of the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize such matters in all material respects.
1. To the best of my knowledge, but without inquiring into the dockets of any court, commissions, regulatory body, administrative agency or other government body, and other than as set forth in the Pricing General Disclosure Package, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or assets of the Company is the subject, which I believe individually or in the aggregate would be reasonably expected to have a Material Adverse Effect.
2. None of the execution, delivery and performance of the Underwriting Agreement or the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) any material indenture or other material agreement or instrument to which the Company or its subsidiaries is a party or bound, or (B) any statute, decree, regulation or order applicable to the Company of any U.S. Federal or Idaho court, governmental authority or agency having jurisdiction over the Company or any of its respective properties or assets, except such conflicts, breaches, violations or defaults as would not have a Material Adverse Effect on the Company’s ability to perform its respective obligations under the Operative Documents or to consummate the transactions contemplated thereby.
3. Except as may be required by the Securities Act, and the Rules and Regulations or “blue sky” laws of any state of the United States, in connection with the sale of the Securities, no consent, approval, authorization or order of, or filing or registration with, any U.S. Federal or Idaho court or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement and the Indenture by the Company, the issuance of the Securities and the consummation of the transactions contemplated thereby.
2. 497% SENIOR NOTES DUE 2023
Appears in 1 contract
Samples: Underwriting Agreement (Chemours Co)
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriters Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Guarantor, which information may include the name and address addresses of their respective clients, as well as other information that will allow the Underwriters Initial Purchasers to properly identify their respective clients. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Guarantor, and the several Initial Purchasers. Very truly yours, MICRON TECHNOLOGYCompany: ENLINK MIDSTREAM, INC. LLC By: EnLink Midstream Manager, LLC, its managing member By: /s/ Kxxx Xxxx Xxxxx X. Xxxxxxx Name:Kxxx Xxxx : Xxxxx X. Xxxxxxx Title: Corporate Executive Vice PresidentPresident and Chief Financial Officer Guarantor: ENLINK MIDSTREAM PARTNERS, Finance Citigroup Global Markets Inc. Acting on behalf LP By: EnLink Midstream GP, LLC, its general partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer hereby confirmed and accepted as of themselves and the several Underwriters named date specified in Schedule I hereto. BofA Securities, Inc. By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director For itself and the other several Initial Purchasers named in Schedule II to the foregoing Agreement. Purchase Agreement dated December 14, 2020 Representative: BofA Securities, Inc. Title, Purchase Price and Description of Securities: Principal amount: $ 500,000,000 Purchase price (includes accrued interest or amortization, if any): $ 495,000,000 Closing Date, Time, and Location: December 17, 2020 at 10:00 a.m. at Xxxxxx & Xxxxxx L.L.P., 0000 Xxxxxx Xxxxxx, Suite 2500, Houston, Texas 77002 BofA Securities, Inc. $ 100,000,000 Citigroup Global Markets Inc. By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director 62,500,000 X.X. Xxxxxx Securities LLC 62,500,000 PNC Capital Markets LLC 37,500,000 Barclays Capital Inc. 25,000,000 Credit Suisse Securities (USA) LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Credit Suisse 25,000,000 Mizuho Securities USA LLC 25,000,000 MUFG Securities Americas Inc. 25,000,000 Regions Securities LLC 25,000,000 TD Securities (USA) LLC By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Director Mxxxxx Sxxxxxx & Co. LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Mxxxxx Sxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Citigroup Global Markets Inc. $ 166,625,000 Credit Suisse Securities (USA) LLC $ 166,625,000 Mxxxxx Sxxxxxx & Co. LLC $ 166,750,000 Credit Agricole Securities (USA) Inc. $ 83,375,000 HSBC Securities (USA) Inc. $ 83,375,000 MUFG Securities Americas Inc. $ 83,250,000 ANZ 25,000,000 Truist Securities, Inc. $ 62,500,000 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard Bank Plc $ 62,500,000 Mizuho Securities USA LLC $ 62,500,000 Academy Securities, Inc. $ 50,000,000 Gxxxxxx Sachs & Co. LLC $ 50,000,000 J.X. Xxxxxx Securities LLC $ 50,000,000 Sxxxxxx Xxxxxxxx Shank & Co., LLC $ 50,000,000 Wxxxx 25,000,000 Xxxxx Fargo Securities, LLC $ 50,000,000 Total: $ 1,250,000,000
1. Term Sheet containing the terms of the 25,000,000 Comerica Securities, substantially in the form set forth in Annex A Inc. 12,500,000 Xxxxxxx Xxxxx & Associates, Inc. 12,500,000 U.S. Bancorp Investments, Inc. 12,500,000 Total $ 500,000,000 EnLink Midstream Partners, LP Delaware Idaho
1. The Company has been duly incorporatedEnLink Midstream GP, is validly existing as a corporation in good standing under the laws of the State of LLC Delaware and has the corporate power and authority to own its properties and to conduct its business as described in the Pricing Prospectus and the Prospectus.
2. The Underwriting Agreement has been duly authorizedEnLink Midstream Operating GP, executed and delivered by the Company.
3. The Securities are in the form contemplated by the IndentureLLC Delaware EnLink Midstream Operating, have been duly authorized by the Company andLP Delaware EnLink Midstream Holdings GP, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against the purchase price therefor specified in the Underwriting Agreement in accordance with the terms thereof (which facts we have not determined by inspection of the Securities)LLC Delaware EnLink Midstream Holdings, will constitute valid and legally binding obligations of the Company and enforceable against the Company in accordance with their terms; and the Securities are entitled to the benefits of the Indenture.
4. The Indenture has been duly authorizedLP Delaware EnLink Midstream Services, executed and delivered by the Company andLLC Texas EnLink NGL Pipeline, assuming due authorizationLP Texas EnLink North Texas Gathering, execution and delivery by the TrusteeLP Texas EnLink Oklahoma Gas Processing, constitutes a valid and legally binding instrumentLP Delaware XXX-STACK, enforceable against the Company in accordance with its terms; and the Indenture has been duly qualified under the Trust Indenture Act of 1939LLC Delaware EnLink Energy GP, as amended.
5. None of the executionLLC Delaware EnLink Midstream, delivery and performance of the Underwriting AgreementLLC Delaware EnLink Midstream Manager, the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) the Certificate of Incorporation or the Bylaws or (B) any statute, decree, regulation or order known to us to be applicable to the Company of any Delaware court, governmental authority or agency having jurisdiction over the Company or any of its properties or assets, except such conflicts, breaches, violations or defaults in clause (B) above as would not have a material adverse effect on the Company’s ability to perform its obligations under the Operative Documents or to consummate the transactions contemplated thereby.
6. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Underwriting Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.
7. The Company is not and, immediately after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act.
8. The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, fairly summarize such terms and documents in all material respects.
9. The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as they purport to summarize provisions of the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize such matters in all material respects.
1. To the best of my knowledge, but without inquiring into the dockets of any court, commissions, regulatory body, administrative agency or other government body, and other than as set forth in the Pricing Disclosure Package, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or assets of the Company is the subject, which I believe individually or in the aggregate would be reasonably expected to have a Material Adverse Effect.
2. None of the execution, delivery and performance of the Underwriting Agreement or the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) any material indenture or other material agreement or instrument to which the Company or its subsidiaries is a party or bound, or (B) any statute, decree, regulation or order applicable to the Company of any U.S. Federal or Idaho court, governmental authority or agency having jurisdiction over the Company or any of its respective properties or assets, except such conflicts, breaches, violations or defaults as would not have a Material Adverse Effect on the Company’s ability to perform its respective obligations under the Operative Documents or to consummate the transactions contemplated thereby.
3. Except as may be required by the Securities Act, and the Rules and Regulations or “blue sky” laws of any state of the United States, in connection with the sale of the Securities, no consent, approval, authorization or order of, or filing or registration with, any U.S. Federal or Idaho court or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement and the Indenture by the Company, the issuance of the Securities and the consummation of the transactions contemplated thereby.
2. 497% SENIOR NOTES DUE 2023LLC Delaware
Appears in 1 contract
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriters Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Subsidiary Guarantors, which information may include the name and address addresses of their respective clients, as well as other information that will allow the Underwriters Initial Purchasers to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, MICRON TECHNOLOGYRANGE RESOURCES CORPORATION By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President and Chief Financial Officer RANGE RESOURCES-PINE MOUNTAIN, INC. RANGE RESOURCES-MIDCONTINENT, LLC RANGE PRODUCTION COMPANY, LLC RANGE RESOURCES-APPALACHIA, LLC RANGE RESOURCES – LOUISIANA, INC. RANGE LOUISIANA OPERATING, LLC By: /s/ Kxxx Xxxx X. Xxxxxxx Name:Kxxx : Xxxx X. Xxxxxxx Title: Corporate Senior Vice President, Finance Citigroup Global Markets Inc. Acting President – Chief Financial Officer and Treasurer X.X. Xxxxxx Securities LLC For itself and on behalf of themselves and the several Underwriters named Initial Purchasers listed in Schedule I 1 hereto. By: Citigroup Global Markets Inc. X.X. XXXXXX SECURITIES LLC By: /s/ Bxxxx X. Xxxxxxxxx X’Xxxxxxx Name: Bxxxx X. Xxxxxxxxx X’Xxxxxxx Title: Managing Director Credit Suisse X.X. Xxxxxx Securities (USA) LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Credit Suisse Securities (USA) $ 87,000,000 BofA Securities, Inc. $ 36,000,000 Xxxxx Fargo Securities, LLC By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Director Mxxxxx Sxxxxxx & Co. LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Mxxxxx Sxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director $ 36,000,000 Barclays Capital Inc. $ 15,000,000 BMO Capital Markets Corp. $ 15,000,000 Citigroup Global Markets Inc. $ 166,625,000 15,000,000 Credit Suisse Securities (USA) LLC $ 166,625,000 Mxxxxx Sxxxxxx & Co. 15,000,000 Mizuho Securities USA LLC $ 166,750,000 13,500,000 RBC Capital Markets, LLC $ 13,500,000 PNC Capital Markets LLC $ 12,000,000 Truist Securities, Inc. $ 9,000,000 Credit Agricole Securities (USA) Inc. $ 83,375,000 HSBC 6,000,000 MUFG Securities Americas Inc. $ 6,000,000 BBVA Securities Inc. $ 3,000,000 BOK Financial Securities, Inc. $ 3,000,000 SG Americas Securities, LLC $ 3,000,000 U.S. Bancorp Investments, Inc. $ 3,000,000 ABN AMRO Securities (USA) LLC $ 1,500,000 Capital One Securities, Inc. $ 1,500,000 CIBC World Markets Corp. $ 1,500,000 Comerica Securities, Inc. $ 1,500,000 KeyBanc Capital Markets Inc. $ 1,500,000 Scotia Capital (USA) Inc. $ 83,375,000 MUFG Securities Americas Inc. 1,500,000 Total $ 83,250,000 ANZ Securities, Inc. $ 62,500,000 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard Bank Plc $ 62,500,000 Mizuho Securities USA LLC $ 62,500,000 Academy Securities, Inc. $ 50,000,000 Gxxxxxx Sachs & Co. LLC $ 50,000,000 J.X. Xxxxxx Securities LLC $ 50,000,000 Sxxxxxx Xxxxxxxx Shank & Co., LLC $ 50,000,000 Wxxxx Fargo Securities, LLC $ 50,000,000 Total: $ 1,250,000,000300,000,000
1. Term Sheet containing (a) The Company is validly existing and in good standing as a corporation under the terms laws of the Securities, substantially State of Delaware with all requisite corporate power and authority to own its properties and conduct its business in all material respects as described in the form set forth in Annex A Delaware IdahoTime of Sale Information and the Offering Memorandum.
1. The Company has been duly incorporated, (b) Each of the Subsidiary Guarantors is validly existing as a corporation or limited liability company, as applicable, and in good standing under the laws of the State of Delaware and Delaware; each of the Subsidiary Guarantors has the all requisite corporate or limited liability company power and authority to own its respective properties and to conduct its business respective business, in all material respects as described in the Pricing Prospectus Time of Sale Information and the ProspectusOffering Memorandum.
2. (c) The Underwriting Company and each of the Subsidiary Guarantors listed on Schedule 1 of such opinion are (i) duly qualified or licensed to do business as a foreign corporation or limited liability company, as applicable, in each jurisdiction listed across from each such entity’s name in column A of Schedule 1 of such opinion and (ii) in good standing in each jurisdiction listed across from each such entity’s name in column B of Schedule 1 of such opinion.
(d) The documents incorporated by reference in the Time of Sale Information and the Offering Memorandum or any further amendment or supplement thereto made by the Company prior to the Closing Date (except for (a) the financial statements and related schedules thereto, including the notes thereto and the independent registered public accounting firm’s report thereon, (b) the other financial data that is included or incorporated by reference therein or omitted therefrom and (c) the oil and gas reserve reports and related reserve information contained or incorporated by reference therein or omitted therefrom, in each case as to which we express no opinion), when they were filed with the Commission, appear on their face to be appropriately responsive in all material respects with the requirements of the Securities Act or the Exchange Act and the rules and regulations of the Commission thereunder.
(e) The execution, delivery and performance of the Purchase Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities and the performance of the Indenture by the Company and the Subsidiary Guarantors, as applicable, and the consummation by the Company and the Subsidiary Guarantors of the transactions contemplated thereby and the issuance of the Securities by the Company will not (A) result in a violation of any provisions of the Charter or Bylaws or similar organizational documents of the Company or any Subsidiary Guarantor, (B) breach or result in a default under any Applicable Contract, or (C) assuming compliance with all applicable state securities laws and assuming the accuracy of the representations and warranties of the Initial Purchasers contained in the Purchase Agreement, result in a violation of any federal or Texas or Delaware state law, regulation or rule or, to our knowledge and without having investigated governmental records or court dockets, any decree, judgment or order applicable to the Company or any of the Subsidiary Guarantors, except, in the case of clause (B) and (C), for such breaches, defaults or violations that would not, individually or in the aggregate, result in a Material Adverse Effect and, in the case of clause (C), such counsel need express no opinion with respect to the anti-fraud provisions of federal securities laws or with respect to state securities laws or Blue Sky laws.
(f) The Purchase Agreement has been duly authorized, executed and delivered by the Company.
3. The Securities are in Company and the form contemplated by Subsidiary Guarantors; and the Indenture, have Registration Rights Agreement has been duly authorized by the Company andauthorized, when executed and delivered by the Company and authenticated each of the Subsidiary Guarantors and, when duly executed and delivered by the Trustee in accordance with the terms of the Indenture and delivered against the purchase price therefor specified in the Underwriting Agreement in accordance with the terms thereof (which facts we have not determined by inspection of the Securities)other parties thereto, will constitute a valid and legally binding obligations agreement of the Company and each of the Subsidiary Guarantors enforceable against the Company and each of the Subsidiary Guarantors in accordance with their terms; its terms except that (A) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the Securities are entitled to the benefits discretion of the Indenturecourt before which any proceeding therefor may be brought and (B) the rights to indemnity and contribution may be limited by applicable law, rule, regulation or judicial determination or interpretation of the Commission.
4. (g) The Indenture has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors and, assuming the due authorization, execution and delivery thereof by the Trustee, constitutes a legal, valid and legally binding instrumentagreement of the Company and the Subsidiary Guarantors, enforceable against the Company and the Subsidiary Guarantors in accordance with its terms except that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; and the Indenture conforms in all material respects with the requirements of the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder except that the Indenture has not been so qualified.
(h) The Guarantees, as defined in the Indenture, have been duly authorized, executed and delivered by the Subsidiary Guarantors, and, assuming the due authorization, execution and delivery of the Securities by the Trustee and upon payment for and delivery of the Securities in accordance with the Purchase Agreement, each Guarantee will constitute a legal, valid and binding agreement of each Subsidiary Guarantor, enforceable against each such Subsidiary Guarantor in accordance with its terms except that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought.
(i) The Securities have been duly authorized by the Company, and when executed and duly authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, (A) will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their terms; , except that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the Indenture has discretion of the court before which any proceeding therefor may be brought, and (B) will be entitled to the benefits of the Indenture.
(j) The Exchange Guarantees, as defined in the Registration Rights Agreement, have been duly qualified under authorized by the Trust Subsidiary Guarantors, and, when duly executed and delivered as contemplated by the Registration Rights Agreement and assuming the due execution and delivery of the Indenture Act by the Trustee and the authentication and delivery of 1939the Exchange Securities by the Trustee, will constitute a legal, valid and binding agreement of each Subsidiary Guarantor, enforceable against each such Subsidiary Guarantor in accordance with its terms except that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought.
(k) The Exchange Securities, as amendeddefined in the Registration Rights Agreement, have been duly authorized by the Company, and when duly executed and delivered as contemplated by the Registration Rights Agreement and assuming the due execution and delivery of the Indenture by the Trustee and the authentication and delivery of the Exchange Securities by the Trustee, (A) will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought, and (B) will be entitled to the benefits of the Indenture.
5. None (l) No approval, authorization, consent or order of the executionor filing with any federal, delivery and performance of the Underwriting AgreementTexas or Delaware governmental or regulatory commission, the Indentureboard, body, authority or agency is required in connection with the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) the Certificate of Incorporation or the Bylaws or (B) any statute, decree, regulation or order known to us to be applicable to the Company of any Delaware court, governmental authority or agency having jurisdiction over the Company or any of its properties or assets, except such conflicts, breaches, violations or defaults in clause (B) above as would not have a material adverse effect on the Company’s ability to perform its obligations under the Operative Documents or to consummate the transactions contemplated thereby.
6. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions Securities as contemplated by in the Underwriting Agreement or the IndenturePurchase Agreement, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications other than as may be required under state the securities or Blue Sky laws of the various jurisdictions in connection which the Securities are being resold by the Initial Purchasers and such as may be required under federal securities law, as to which we express no opinion other than the opinion provided in paragraph (o) below.
(m) The statements set forth in the Time of Sale Information and the Offering Memorandum under the caption “Description of Notes” (when taken together with the purchase and distribution terms of the Securities by set forth in the UnderwritersTime of Sale Information), insofar as they purport to constitute a summary of the terms of the Securities, are accurate summaries in all material respects; and the statements set forth in the Time of Sale Information and the Offering Memorandum under the caption “Certain United States Federal Income Tax Considerations,” insofar as they purport to constitute summaries of matters of law or regulation or legal conclusions, are accurate summaries in all material respects.
7. The (n) Neither the Company is not andnor any of the Subsidiary Guarantors is, immediately or after giving effect to the offering and sale of the Securities and the application of the proceeds thereofthereof as described in the Time of Sale Information and the Offering Memorandum will be, will not be required to register as an “investment company,” as such term is defined in the Investment Company ActAct of 1940, as amended.
8. The statements (o) Assuming (i) the accuracy of the representations, warranties and agreements of the Company, the Subsidiary Guarantors and the Initial Purchasers contained in the Purchase Agreement; (ii) the compliance of the Initial Purchasers with the covenants and agreements set forth in the Pricing Disclosure Package Purchase Agreement; and (iii) the Prospectus compliance by the Initial Purchasers with the offer and transfer restrictions described in the Offering Memorandum under the caption “Description of the NotesTransfer Restrictions,” insofar as they purport to constitute a summary of the terms of the Securitiesit is not necessary, fairly summarize such terms and documents in all material respects.
9. The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as they purport to summarize provisions of the United States federal tax laws referred to therein or legal conclusions connection with respect thereto, fairly summarize such matters in all material respects.
1. To the best of my knowledge, but without inquiring into the dockets of any court, commissions, regulatory body, administrative agency or other government body, and other than as set forth in the Pricing Disclosure Package, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or assets of the Company is the subject, which I believe individually or in the aggregate would be reasonably expected to have a Material Adverse Effect.
2. None of the execution, delivery and performance of the Underwriting Agreement or the Indenture, the issuance and sale of the Securities or to the consummation of any other Initial Purchasers and the offer, resale and delivery of the transactions Securities by the Initial Purchasers in the manner contemplated thereby will conflict withby the Purchase Agreement, result in a breach or violation the Time of Sale Information and the Offering Memorandum, to register the Securities under the Securities Act (other than any obligation of the terms Company to comply with the registration obligations contained in the Registration Rights Agreement) or provisions ofto qualify the Indenture under the Trust Indenture Act; provided, or constitute a default under (A) however, we express no opinion as to any material indenture or subsequent resale of the Securities. Based upon our participation in conferences with officers and other material agreement or instrument to representatives of the Company, representatives of the independent public accountants of the Company and representatives of the Initial Purchasers and their counsel at which the Company contents of the Time of Sale Information and the Offering Memorandum and any amendment and supplement thereto and related matters were discussed and without any additional inquiry or its subsidiaries is a party or bounddue diligence (except as necessary to express the opinions set forth above), or (B) although we have not conducted any statute, decree, regulation or order applicable independent investigations with regard to the Company information in the Time of Sale Information and the Offering Memorandum and are not passing upon and do not assume any U.S. Federal responsibility for the accuracy, completeness or Idaho courtfairness of the statements contained in the Time of Sale Information and the Offering Memorandum (except to the extent stated in paragraph (m) above), governmental authority no facts have come to our attention which lead us to believe that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be 2:00 p.m. Eastern time on the date of the Purchase Agreement) contained any untrue statement of a material fact or agency having jurisdiction over omitted to state a material fact necessary to make the Company statements therein, in the light of the circumstances under which they were made, not misleading or that the Offering Memorandum or any amendment or supplement thereto as of its respective properties date and the Closing Date contains any untrue statement of a material fact or assetsomits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except such conflictsfor (a) the financial statements and related schedules thereto, breaches, violations or defaults as would not have a Material Adverse Effect on including the Company’s ability to perform its respective obligations under the Operative Documents or to consummate the transactions contemplated thereby.
3. Except as may be required by the Securities Actnotes thereto, and the Rules independent registered public accounting firm’s report thereon, (b) the other financial data that is included or incorporated by reference therein or omitted therefrom and Regulations (c) the oil and gas reserve reports and related reserve information contained or “blue sky” laws of any state of the United States, in connection with the sale of the Securities, no consent, approval, authorization or order of, or filing or registration with, any U.S. Federal or Idaho court or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement and the Indenture incorporated by the Company, the issuance of the Securities and the consummation of the transactions contemplated therebyreference therein).
2. 497% SENIOR NOTES DUE 2023
Appears in 1 contract
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001), as amended), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address addresses of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, MICRON TECHNOLOGY, INC. TransAlta Corporation By: /s/ Kxxx Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President, Legal and Corporate Secretary By: /s/ Xxxxx Xxxx Name:Kxxx : Xxxxx Xxxx Title: Corporate Senior Vice President, Finance Citigroup Global Markets Inc. Acting on behalf M&A, Strategy and Treasurer [Signature Page to Underwriting Agreement] The foregoing Agreement is hereby confirmed and accepted as of themselves the date first above written. RBC Capital Markets, LLC By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director For itself and the other several Underwriters named in Schedule I heretoto the foregoing Agreement. By: Citigroup Global Underwriters Principal Amount of Securities to be Purchased RBC Capital Markets, LLC US$ 100,000,000.00 CIBC World Markets Corp. US$ 64,000,000.00 BofA Securities, Inc. By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director Credit Suisse US$ 12,000,000.00 Scotia Capital (USA) Inc. US$ 52,000,000.00 BMO Capital Markets Corp. US$ 32,000,000.00 TD Securities (USA) LLC Acting on behalf US$ 32,000,000.00 National Bank of themselves and the several Underwriters named in Schedule I hereto. By: Credit Suisse Securities (USA) LLC By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Director Mxxxxx Sxxxxxx & Co. LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Mxxxxx Sxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Citigroup Global Markets Canada Financial Inc. $ 166,625,000 Credit Suisse Securities (USA) LLC $ 166,625,000 Mxxxxx Sxxxxxx & Co. LLC $ 166,750,000 Credit Agricole Securities (USA) Inc. $ 83,375,000 HSBC Securities (USA) Inc. $ 83,375,000 US$ 32,000,000.00 MUFG Securities Americas Inc. $ 83,250,000 ANZ Securities, US$ 20,000,000.00 Xxxxxxxxxx Securities Inc. $ 62,500,000 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard Bank Plc $ 62,500,000 US$ 20,000,000.00 ATB Capital Markets Inc. US$ 20,000,000.00 Mizuho Securities USA LLC $ 62,500,000 Academy Securities, Inc. $ 50,000,000 Gxxxxxx Sachs & Co. US$ 12,000,000.00 Loop Capital Markets LLC $ 50,000,000 J.X. Xxxxxx Securities LLC $ 50,000,000 Sxxxxxx Xxxxxxxx Shank & Co., LLC $ 50,000,000 Wxxxx Fargo Securities, LLC $ 50,000,000 TotalUS$ 4,000,000.00 Total US$ 400,000,000.00 Schedule of Free Writing Prospectuses included in the Disclosure Package: $ 1,250,000,000
1. Final Term Sheet containing the terms of the Securitiesdated November 14, substantially 2022 (in the form set forth in Annex A Delaware Idaho
1of Schedule III hereto) Pricing Term Sheet Issuer: TransAlta Corporation Security Type: SEC-registered green senior unsecured notes Size/Gross Proceeds: US$400,000,000 Maturity: November 15, 2029 Coupon: 7.750% per annum, payable semi-annually Price: 100%, plus accrued interest, if any from November 17, 2022 Yield to Maturity: 7.750% Spread: + 390.5 basis points Benchmark Treasury: UST 1.750% due November 15, 2029 Treasury Yield: 3.845% Trade Date: November 14, 2022 Settlement: November 17, 2022 (T+3) We expect that delivery of the Notes will be made to investors on or about November 17, 2022, which will be the third business day following the date of this Prospectus Supplement (such settlement being referred to as “T+3”). The Company has been duly incorporated, is validly existing as a corporation in good standing Under Rule 15c6-1 under the laws U.S. Exchange Act, trades in the secondary market 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 prior to the delivery of the State of Delaware and has the corporate power and authority to own its properties and to conduct its business as described in the Pricing Prospectus and the Prospectus.
2. The Underwriting Agreement has been duly authorizedNotes hereunder may be required, executed and delivered by the Company.
3. The Securities are in the form contemplated by the Indenture, have been duly authorized by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the terms virtue of the Indenture and delivered against fact that the purchase price therefor specified Notes initially settle in T+3, to specify an alternate settlement arrangement at the Underwriting Agreement in accordance with the terms thereof (which facts we have not determined by inspection of the Securities), will constitute valid and legally binding obligations of the Company and enforceable against the Company in accordance with their terms; and the Securities are entitled to the benefits of the Indenture.
4. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms; and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.
5. None of the execution, delivery and performance of the Underwriting Agreement, the Indenture, the issuance and sale of the Securities or the consummation time of any other such trade to prevent a failed settlement. Purchasers of the transactions contemplated thereby will conflict with, result in a breach or violation Notes who wish to trade Notes prior to their date of any of the terms or provisions of, or constitute a default under (A) the Certificate of Incorporation or the Bylaws or (B) any statute, decree, regulation or order known to us to be applicable to the Company of any Delaware court, governmental authority or agency having jurisdiction over the Company or any of its properties or assets, except such conflicts, breaches, violations or defaults in clause (B) above as would not have a material adverse effect on the Company’s ability to perform its obligations under the Operative Documents or to consummate the transactions contemplated therebydelivery hereunder should consult their advisors.
6. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Underwriting Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.
7. The Company is not and, immediately after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act.
8. The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, fairly summarize such terms and documents in all material respects.
9. The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as they purport to summarize provisions of the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize such matters in all material respects.
1. To the best of my knowledge, but without inquiring into the dockets of any court, commissions, regulatory body, administrative agency or other government body, and other than as set forth in the Pricing Disclosure Package, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or assets of the Company is the subject, which I believe individually or in the aggregate would be reasonably expected to have a Material Adverse Effect.
2. None of the execution, delivery and performance of the Underwriting Agreement or the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) any material indenture or other material agreement or instrument to which the Company or its subsidiaries is a party or bound, or (B) any statute, decree, regulation or order applicable to the Company of any U.S. Federal or Idaho court, governmental authority or agency having jurisdiction over the Company or any of its respective properties or assets, except such conflicts, breaches, violations or defaults as would not have a Material Adverse Effect on the Company’s ability to perform its respective obligations under the Operative Documents or to consummate the transactions contemplated thereby.
3. Except as may be required by the Securities Act, and the Rules and Regulations or “blue sky” laws of any state of the United States, in connection with the sale of the Securities, no consent, approval, authorization or order of, or filing or registration with, any U.S. Federal or Idaho court or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement and the Indenture by the Company, the issuance of the Securities and the consummation of the transactions contemplated thereby.
2. 497% SENIOR NOTES DUE 2023
Appears in 1 contract
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. Very truly yoursIf the foregoing is in accordance with the Representatives’ understanding of our agreement, MICRON TECHNOLOGYkindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company, the Guarantors and the several Underwriters in accordance with its terms. B&G FOODS, INC. By: /s/ Kxxx Xxxx Xxxxx X. Xxxxx Name:Kxxx Xxxx : Xxxxx X. Xxxxx Title: Corporate Executive Vice PresidentPresident of Finance and Chief Financial Officer B&G FOODS NORTH AMERICA, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance Citigroup Global Markets Inc. Acting on behalf and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of themselves and the several Underwriters named in Schedule I heretodate first above written. BARCLAYS CAPITAL INC. By: Citigroup Global Markets Inc. By: /s/ Bxxxx X. Xxxxxxxxx Xxxxxx Xxxxxx Name: Bxxxx X. Xxxxxxxxx Xxxxxx Xxxxxx Title: Managing Director Credit Suisse Barclays Capital Inc. $ 110,000,000 Deutsche Bank Securities (USA) Inc. $ 82,500,000 RBC Capital Markets, LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Credit Suisse Securities (USA) LLC By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Director Mxxxxx Sxxxxxx $ 82,500,000 BofA Securities, Inc. $ 48,125,000 BMO Capital Markets Corp. $ 48,125,000 Xxxxxxx Sachs & Co. LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Mxxxxx Sxxxxxx & Co. $ 48,125,000 X.X. Xxxxxx Securities LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director $ 48,125,000 Capital One Securities, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 166,625,000 13,750,000 Citizens Capital Markets, Inc. $ 13,750,000 Credit Suisse Securities (USA) LLC $ 166,625,000 Mxxxxx Sxxxxxx & Co. LLC 13,750,000 Rabo Securities USA, Inc. $ 166,750,000 Credit Agricole 13,750,000 TD Securities (USA) Inc. $ 83,375,000 HSBC Securities (USA) Inc. $ 83,375,000 MUFG Securities Americas Inc. $ 83,250,000 ANZ Securities, Inc. $ 62,500,000 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard Bank Plc $ 62,500,000 Mizuho Securities USA LLC $ 62,500,000 Academy Securities, Inc. 13,750,000 Total $ 50,000,000 Gxxxxxx Sachs & Co. LLC $ 50,000,000 J.X. Xxxxxx Securities LLC $ 50,000,000 Sxxxxxx Xxxxxxxx Shank & Co., LLC $ 50,000,000 Wxxxx Fargo Securities, LLC $ 50,000,000 Total: $ 1,250,000,000550,000,000
1. Term Sheet containing General Use Free Writing Prospectuses (included in the terms General Disclosure Package) “General Use Issuer Free Writing Prospectus” includes each of the Securities, substantially in the form set forth in Annex A Delaware Idahofollowing documents:
1. The Company has been duly incorporatedFinal term sheet, dated September 12, 2019, a copy of which is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own its properties and to conduct its business as described in the Pricing Prospectus and the Prospectusattached hereto.
2. The Underwriting Agreement has been duly authorized, executed and delivered by the Company.
3. The Securities are Other Information Included in the form contemplated by the Indenture, have been duly authorized by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against the purchase price therefor specified General Disclosure Package The following information is also included in the Underwriting Agreement in accordance with the terms thereof (which facts we have not determined by inspection of the Securities), will constitute valid and legally binding obligations of the Company and enforceable against the Company in accordance with their terms; and the Securities are entitled to the benefits of the Indenture.
4. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms; and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.
5. None of the execution, delivery and performance of the Underwriting Agreement, the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) the Certificate of Incorporation or the Bylaws or (B) any statute, decree, regulation or order known to us to be applicable to the Company of any Delaware court, governmental authority or agency having jurisdiction over the Company or any of its properties or assets, except such conflicts, breaches, violations or defaults in clause (B) above as would not have a material adverse effect on the Company’s ability to perform its obligations under the Operative Documents or to consummate the transactions contemplated thereby.
6. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Underwriting Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.
7. The Company is not and, immediately after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act.
8. The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, fairly summarize such terms and documents in all material respects.
9. The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as they purport to summarize provisions of the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize such matters in all material respects.
1. To the best of my knowledge, but without inquiring into the dockets of any court, commissions, regulatory body, administrative agency or other government body, and other than as set forth in the Pricing General Disclosure Package, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or assets of the Company is the subject, which I believe individually or in the aggregate would be reasonably expected to have a Material Adverse Effect: None.
2. None of the execution, delivery and performance of the Underwriting Agreement or the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) any material indenture or other material agreement or instrument to which the Company or its subsidiaries is a party or bound, or (B) any statute, decree, regulation or order applicable to the Company of any U.S. Federal or Idaho court, governmental authority or agency having jurisdiction over the Company or any of its respective properties or assets, except such conflicts, breaches, violations or defaults as would not have a Material Adverse Effect on the Company’s ability to perform its respective obligations under the Operative Documents or to consummate the transactions contemplated thereby.
3. Except as may be required by the Securities Act, and the Rules and Regulations or “blue sky” laws of any state of the United States, in connection with the sale of the Securities, no consent, approval, authorization or order of, or filing or registration with, any U.S. Federal or Idaho court or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement and the Indenture by the Company, the issuance of the Securities and the consummation of the transactions contemplated thereby.
2. 497% SENIOR NOTES DUE 2023
Appears in 1 contract
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. L, 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, MICRON TECHNOLOGYMcKESSON CORPORATION By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Senior Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director HSBC SECURITIES (USA) INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director U.S. BANCORP INVESTMENTS, INC. By: /s/ Kxxx Xxxx Name:Kxxx Xxxx Title: Corporate Vice President, Finance Citigroup Global Markets Inc. Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Citigroup Global Markets Inc. By: /s/ Bxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Name: Bxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Title: Managing Director Credit Suisse Securities (USA) LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Credit Suisse Securities (USA) LLC By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Director Mxxxxx Sxxxxxx & Co. LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Mxxxxx Sxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Citigroup Global Markets Inc. $ 166,625,000 Credit Suisse Securities (USA) LLC $ 166,625,000 Mxxxxx Sxxxxxx & Co. LLC $ 166,750,000 Credit Agricole Securities (USA) Inc. $ 83,375,000 $100,000,000 HSBC Securities (USA) Inc. $ 83,375,000 MUFG Securities Americas 100,000,000 U.S. Bancorp Investments, Inc. $ 83,250,000 ANZ 72,500,000 BofA Securities, Inc. $ 62,500,000 25,000,000 X.X. Xxxxxx Securities LLC 25,000,000 Xxxxx Fargo Securities, LLC 25,000,000 Barclays Capital Inc. 25,000,000 Xxxxxxx Xxxxx & Co. LLC 25,000,000 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard 12,500,000 Deutsche Bank Plc $ 62,500,000 Mizuho Securities USA Inc. 12,500,000 PNC Capital Markets LLC $ 62,500,000 Academy 12,500,000 Scotia Capital (USA) Inc. 12,500,000 TD Securities (USA) LLC 12,500,000 Truist Securities, Inc. $ 50,000,000 Gxxxxxx Sachs & Co. 12,500,000 ING Financial Markets LLC $ 50,000,000 J.X. Xxxxxx Securities 7,500,000 SG Americas Securities, LLC $ 50,000,000 Sxxxxxx Xxxxxxxx Shank 7,500,000 UniCredit Capital Markets LLC 7,500,000 X. Xxxxxxx & Co., LLC $ 50,000,000 Wxxxx Fargo Securities, LLC $ 50,000,000 Total: $ 1,250,000,0005,000,000 Total $500,000,000
(a) Issuer Free Writing Prospectuses:
(1. ) Pricing Term Sheet containing the terms of the Securitiesdated September 5, 2024, substantially in the form set forth in Annex attached as Exhibit A Delaware Idaho
1. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own its properties and to conduct its business as described in the Pricing Prospectus and the Prospectusthis Schedule II.
2. The Underwriting Agreement has been duly authorized, executed and delivered (b) Additional Documents Incorporated by the Company.
3. The Securities are in the form contemplated by the Indenture, have been duly authorized by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against the purchase price therefor specified in the Underwriting Agreement in accordance with the terms thereof (which facts we have not determined by inspection of the Securities), will constitute valid and legally binding obligations of the Company and enforceable against the Company in accordance with their terms; and the Securities are entitled to the benefits of the Indenture.
4. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms; and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.
5. None of the execution, delivery and performance of the Underwriting Agreement, the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) the Certificate of Incorporation or the Bylaws or (B) any statute, decree, regulation or order known to us to be applicable to the Company of any Delaware court, governmental authority or agency having jurisdiction over the Company or any of its properties or assets, except such conflicts, breaches, violations or defaults in clause (B) above as would not have a material adverse effect on the Company’s ability to perform its obligations under the Operative Documents or to consummate the transactions contemplated thereby.
6. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Underwriting Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.
7. The Company is not and, immediately after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act.
8. The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, fairly summarize such terms and documents in all material respects.
9. The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as they purport to summarize provisions of the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize such matters in all material respects.
1. To the best of my knowledge, but without inquiring into the dockets of any court, commissions, regulatory body, administrative agency or other government body, and other than as set forth in the Pricing Disclosure Package, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or assets of the Company is the subject, which I believe individually or in the aggregate would be reasonably expected to have a Material Adverse Effect.
2. None of the execution, delivery and performance of the Underwriting Agreement or the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) any material indenture or other material agreement or instrument to which the Company or its subsidiaries is a party or bound, or (B) any statute, decree, regulation or order applicable to the Company of any U.S. Federal or Idaho court, governmental authority or agency having jurisdiction over the Company or any of its respective properties or assets, except such conflicts, breaches, violations or defaults as would not have a Material Adverse Effect on the Company’s ability to perform its respective obligations under the Operative Documents or to consummate the transactions contemplated thereby.
3. Except as may be required by the Securities Act, and the Rules and Regulations or “blue sky” laws of any state of the United States, in connection with the sale of the Securities, no consent, approval, authorization or order of, or filing or registration with, any U.S. Federal or Idaho court or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement and the Indenture by the Company, the issuance of the Securities and the consummation of the transactions contemplated thereby.
2. 497% SENIOR NOTES DUE 2023Reference:
Appears in 1 contract
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, MICRON TECHNOLOGYXXXX CORPORATION, By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified above. By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Kxxx Xxxx Xxxxxxxx Xxxxxx Name:Kxxx Xxxx : Xxxxxxxx Xxxxxx Title: Corporate Vice President, Finance Citigroup Global Markets Inc. Acting on behalf of themselves Managing Director For itself and the other several Underwriters named in Schedule I heretoto the foregoing Agreement. By: Citigroup Global Markets Inc. DEUTSCHE BANK SECURITIES INC. As the Independent Underwriter By: /s/ Bxxxx X. Xxxxxxxxx Xxxxx Xxxxxxx Name: Bxxxx X. Xxxxxxxxx Xxxxx Xxxxxxx Title: Managing Director Credit Suisse Securities (USA) LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Credit Suisse Securities (USA) LLC By: /s/ Mxxxxx Xxxxxx Xxxxx Xxxxxxxxx Name: Mxxxxx Xxxxxx Xxxxx Xxxxxxxxx Title: Director Mxxxxx Sxxxxxx & Co. LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Mxxxxx Sxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Citigroup Global Markets Inc. $ 166,625,000 Credit Suisse 137,500,000.00 X.X. Xxxxxx Securities LLC $ 82,500,000.00 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 71,500,000.00 Xxxxx Fargo Securities, LLC $ 71,500,000.00 PNC Capital Markets LLC $ 60,500,000.00 SMBC Nikko Securities America, Inc. $ 44,000,000.00 Scotia Capital (USA) LLC $ 33,000,000.00 MUFG Securities Americas Inc. $ 16,500,000.00 Deutsche Bank Securities Inc. $ 16,500,000.00 TD Securities (USA) LLC $ 166,625,000 Mxxxxx Sxxxxxx & Co. 16,500,000.00 Blue Cube Holding LLC $ 166,750,000 Credit Agricole Securities (USA) Inc. $ 83,375,000 HSBC Securities (USA) Inc. $ 83,375,000 MUFG Securities Americas Inc. $ 83,250,000 ANZ SecuritiesBlue Cube Spinco LLC Blue Cube Holdings C.V. Blue Cube International Holdings LLC Blue Cube Holding LLC Blue Cube Intermediate Holding 1 LLC Blue Cube Holdings C.V. Blue Cube International Holdings LLC Blue Cube Spinco LLC Blue Cube Operations LLC Blue Cube Holding LLC Blue Cube Spinco LLC Xxxx Corporation Nedastra International C.V. Blue Cube Intermediate Holding 2 LLC Blue Cube Intermediate Holding 1 LLC Olin Sunbelt, Inc. $ 62,500,000 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard Bank Plc $ 62,500,000 Mizuho Securities USA LLC $ 62,500,000 Academy SecuritiesXxxx Corporation Olin Sunbelt II, Inc. $ 50,000,000 Gxxxxxx Sachs & Co. LLC $ 50,000,000 J.X. Xxxxxx Securities LLC $ 50,000,000 Sxxxxxx Xxxxxxxx Shank & Co.Xxxx Corporation Olin Chlorine 7, LLC $ 50,000,000 Wxxxx Fargo SecuritiesBlue Cube Holding LLC Sunbelt Chlor Alkali Partnership Olin Sunbelt, LLC $ 50,000,000 Total: $ 1,250,000,000Inc. Xxxx Sunbelt II, Inc. Xxxx Corporation Winchester Ammunition, Inc. Xxxx Corporation
1. Term Sheet containing ) Indenture dated as of August 19, 2009 among Xxxx Corporation and The Bank of New York Mellon Trust Company, N.A., as supplemented by the terms Second Supplemental Indenture dated as of August 9, 2012, as supplemented by the SecuritiesThird Supplemental Indenture dated as of August 22, substantially in 2012, issuing the form set forth in Annex A Delaware Idaho
1. The Company has been duly incorporatedCompany’s 5.50% Senior Notes due 2022, is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own its properties and to conduct its business as described in the Pricing Prospectus and the ProspectusFourth Supplemental Indenture dated as of March 9, 2017, issuing the Company’s 5.125% Senior Notes due 2027.
2. The Underwriting Agreement has been duly authorized) Indenture dated as of October 5, executed 2015 between Blue Cube Spinco Inc. and delivered U.S. Bank National Association, as supplemented by the CompanyFirst Supplemental Indenture dated as of October 5, 2015 among Xxxx Corporation, Blue Cube Spinco Inc. and U.S. Bank National Association, issuing Blue Cube Spinco Inc.’s 9.75% Senior Notes due 2023.
3. The Securities are in the form contemplated ) Indenture dated as of October 5, 2015 between Blue Cube Spinco Inc. and U.S. Bank National Association, as supplemented by the IndentureFirst Supplemental Indenture dated as of October 5, have been duly authorized by the Company and2015 among Xxxx Corporation, when executed by the Company Blue Cube Spinco Inc. and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against the purchase price therefor specified in the Underwriting Agreement in accordance with the terms thereof (which facts we have not determined by inspection of the Securities)U.S. Bank National Association, will constitute valid and legally binding obligations of the Company and enforceable against the Company in accordance with their terms; and the Securities are entitled to the benefits of the Indentureissuing Blue Cube Spinco Inc.’s 10.00% Senior Notes due 2025.
4. The Indenture has been duly authorized) Amended and Restated Credit Agreement dated as of October 5, executed and delivered 2015, as amended by the Company andSecond Amendment Agreement thereto dated as of March 9, assuming due authorization2017, execution among Xxxx Corporation, Blue Cube Spinco Inc., Olin Canada ULC, the lenders thereunder and delivery by the TrusteeXxxxx Fargo Bank, constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms; and the Indenture has been duly qualified under the Trust Indenture Act of 1939National Association, as amendedadministrative agent.
5. None ) Amended and Restated Credit and Funding Agreement dated as of December 9, 2010, as amended by the executionFirst Amendment thereto dated as of December 27, delivery and performance of the Underwriting Agreement2010, the IndentureSecond Amendment thereto dated as of April 27, 2012, the issuance Third Amendment thereto dated as of June 23, 2014, the Fourth Amendment thereto dated as of June 23, 2015, the Fifth Amendment thereto dated as of September 29, 2016 and sale the Sixth Amendment thereto dated as of March 9, 2017, among Xxxx Corporation, the Securities or the consummation of any lenders and other of the transactions contemplated thereby will conflict withparties party thereto from time to time and PNC Bank, result in a breach or violation of any of the terms or provisions ofNational Association, or constitute a default under (A) the Certificate of Incorporation or the Bylaws or (B) any statute, decree, regulation or order known to us to be applicable to the Company of any Delaware court, governmental authority or agency having jurisdiction over the Company or any of its properties or assets, except such conflicts, breaches, violations or defaults in clause (B) above as would not have a material adverse effect on the Company’s ability to perform its obligations under the Operative Documents or to consummate the transactions contemplated therebyadministrative agent.
6. No consent) Receivables Financing Agreement dated as of December 20, approval2016, authorizationamong Xxxx Corporation, orderXxxx Finance Company, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Underwriting Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.
7. The Company is not and, immediately after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act.
8. The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, fairly summarize such terms and documents in all material respects.
9. The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as they purport to summarize provisions of the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize such matters in all material respects.
1. To the best of my knowledge, but without inquiring into the dockets of any court, commissions, regulatory body, administrative agency or other government body, and other than as set forth in the Pricing Disclosure Package, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or assets of the Company is the subject, which I believe individually or in the aggregate would be reasonably expected to have a Material Adverse Effect.
2. None of the execution, delivery and performance of the Underwriting Agreement or the IndentureLLC, the issuance persons from time to time party thereto as lenders and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict withas group agents, result in a breach or violation of any of the terms or provisions ofPNC Bank, or constitute a default under (A) any material indenture or other material agreement or instrument to which the Company or its subsidiaries is a party or boundNational Association, or (B) any statuteas administrative agent and PNC Capital Markets LLC, decree, regulation or order applicable to the Company of any U.S. Federal or Idaho court, governmental authority or agency having jurisdiction over the Company or any of its respective properties or assets, except such conflicts, breaches, violations or defaults as would not have a Material Adverse Effect on the Company’s ability to perform its respective obligations under the Operative Documents or to consummate the transactions contemplated therebystructuring agent.
3. Except as may be required by the Securities Act, and the Rules and Regulations or “blue sky” laws of any state of the United States, in connection with the sale of the Securities, no consent, approval, authorization or order of, or filing or registration with, any U.S. Federal or Idaho court or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement and the Indenture by the Company, the issuance of the Securities and the consummation of the transactions contemplated thereby.
2. 497% SENIOR NOTES DUE 2023
Appears in 1 contract
Samples: Underwriting Agreement (Olin Corp)
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Guarantors, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Guarantors and the several Underwriters in accordance with its terms. Very truly yours, MICRON TECHNOLOGYTHE CHEMOURS COMPANY THE CHEMOURS COMPANY THE CHEMOURS COMPANY FC, LLC CHEMFIRST INC. FIRST CHEMICAL CORPORATION FIRST CHEMICAL TEXAS, L.P. FT CHEMICAL, INC. FIRST CHEMICAL HOLDINGS, LLC By: /s/ Kxxx Xxxx Sxxxxx Xxxxxx Name:Kxxx Xxxx : /s/ Sxxxxx Xxxxxx Title: Corporate Vice President, Finance Citigroup Global Markets Inc. Treasurer CITIGROUP GLOBAL MARKETS INC. Acting on behalf of themselves itself and the several Underwriters named in Schedule I hereto. A hereto By: /s/ Txxxxx Xxxx Name: Txxxxx Xxxx Title: Managing Director Citigroup Global Markets Inc. By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director € 112,500,000.00 J.X. Xxxxxx Securities plc € 67,500,000.00 Barclays Bank PLC € 42,750,000.00 Credit Suisse Securities (USA) LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Credit Suisse Securities (USA) LLC By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Director Mxxxxx Sxxxxxx & Co. LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Mxxxxx Sxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Citigroup Global Markets Inc. $ 166,625,000 Credit Suisse Securities (USA) LLC $ 166,625,000 Mxxxxx Sxxxxxx & Co. LLC $ 166,750,000 Credit Agricole Securities (USA) Inc. $ 83,375,000 € 38,250,000.00 HSBC Securities (USA) Inc. $ 83,375,000 MUFG € 36,000,000.00 RBC Europe Limited € 36,000,000.00 Mxxxxxx Lxxxx International € 22,500,000.00 Deutsche Bank Securities Americas Inc. $ 83,250,000 ANZ Securities€ 22,500,000.00 Mizuho International plc € 22,500,000.00 TD Securities (USA) LLC € 22,500,000.00 SunTrust Rxxxxxxx Xxxxxxxx, Inc. $ 62,500,000 € 9,000,000.00 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard Bank Plc $ 62,500,000 Mizuho Securities USA LLC $ 62,500,000 Academy Securities€ 9,000,000.00 Citizens Capital Markets, Inc. $ 50,000,000 Gxxxxxx Sachs & Co. LLC $ 50,000,000 J.X. Xxxxxx Securities LLC $ 50,000,000 Sxxxxxx Xxxxxxxx Shank & Co.€ 9,000,000.00 The Chemours Company FC, LLC $ 50,000,000 Wxxxx Fargo SecuritiesChemFirst Inc. First Chemical Corporation First Chemical Texas, LLC $ 50,000,000 Total: $ 1,250,000,000L.P. FT Chemical, Inc. First Chemical Holdings, LLC
1. General Use Free Writing Prospectuses (included in the General Disclosure Package)
1. Final Term Sheet containing Sheet, dated May 22, 2018 for the terms of the Securities, substantially Offered Securities in the form set forth in Annex A Delaware Idaho
1. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own its properties and to conduct its business as described in the Pricing Prospectus and the ProspectusSchedule D hereto.
2. The Underwriting Agreement has been duly authorized, executed and delivered by the Company.
3. The Securities are Other Information Included in the form contemplated by the Indenture, have been duly authorized by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against the purchase price therefor specified in the Underwriting Agreement in accordance with the terms thereof (which facts we have not determined by inspection of the Securities), will constitute valid and legally binding obligations of the Company and enforceable against the Company in accordance with their terms; and the Securities are entitled to the benefits of the Indenture.
4. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms; and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.
5. None of the execution, delivery and performance of the Underwriting Agreement, the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) the Certificate of Incorporation or the Bylaws or (B) any statute, decree, regulation or order known to us to be applicable to the Company of any Delaware court, governmental authority or agency having jurisdiction over the Company or any of its properties or assets, except such conflicts, breaches, violations or defaults in clause (B) above as would not have a material adverse effect on the Company’s ability to perform its obligations under the Operative Documents or to consummate the transactions contemplated thereby.
6. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Underwriting Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.
7. The Company is not and, immediately after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act.
8. The statements set forth in the Pricing General Disclosure Package and the Prospectus under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, fairly summarize such terms and documents in all material respects.
9. The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as they purport to summarize provisions of the United States federal tax laws referred to therein Call Schedule: On or legal conclusions with respect thereto, fairly summarize such matters in all material respects.
1. To the best of my knowledge, but without inquiring into the dockets of any court, commissions, regulatory body, administrative agency or other government body, and other than as set forth in the Pricing Disclosure Package, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or assets of the Company is the subject, which I believe individually or in the aggregate would be reasonably expected to have a Material Adverse Effect.
2. None of the execution, delivery and performance of the Underwriting Agreement or the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) any material indenture or other material agreement or instrument to which the Company or its subsidiaries is a party or bound, or (B) any statute, decree, regulation or order applicable to the Company of any U.S. Federal or Idaho court, governmental authority or agency having jurisdiction over the Company or any of its respective properties or assets, except such conflicts, breaches, violations or defaults as would not have a Material Adverse Effect on the Company’s ability to perform its respective obligations under the Operative Documents or to consummate the transactions contemplated thereby.
3. Except as may be required by the Securities Act, and the Rules and Regulations or “blue sky” laws of any state of the United States, in connection with the sale of the Securities, no consent, approval, authorization or order of, or filing or registration with, any U.S. Federal or Idaho court or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement and the Indenture by the Company, the issuance of the Securities and the consummation of the transactions contemplated thereby.
2. 497% SENIOR NOTES DUE 2023after: Price:
Appears in 1 contract
Samples: Underwriting Agreement (Chemours Co)
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. L, 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, MICRON TECHNOLOGY, INCMcKESSON CORPORATION By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Senior Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. BNP PARIBAS SECURITIES CORP. By: /s/ Kxxx Xxxx Name:Kxxx Xxxx Title: Corporate Vice President, Finance Citigroup Global Markets Inc. Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Citigroup Global Markets Inc. By: /s/ Bxxxx X. Xxxxxxxxx Xxxxxxx Name: Bxxxx X. Xxxxxxxxx Xxxxxxx Title: Managing Director Credit Suisse XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Underwriter Principal Xxxxxx BNP Paribas Securities Corp. $ 100,000,000 Xxxxx Fargo Securities, LLC 100,000,000 TD Securities (USA) LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Credit Suisse 50,000,000 BofA Securities, Inc. 25,000,000 X.X. Xxxxxx Securities (USA) LLC By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Director Mxxxxx Sxxxxxx & Co. LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Mxxxxx Sxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director 25,000,000 Barclays Capital Inc. 25,000,000 Citigroup Global Markets Inc. $ 166,625,000 Credit Suisse Securities (USA) LLC $ 166,625,000 Mxxxxx Sxxxxxx 25,000,000 Xxxxxxx Xxxxx & Co. LLC $ 166,750,000 Credit Agricole 25,000,000 Deutsche Bank Securities (USA) Inc. $ 83,375,000 15,000,000 HSBC Securities (USA) Inc. $ 83,375,000 MUFG Securities Americas 15,000,000 PNC Capital Markets LLC 15,000,000 Scotia Capital (USA) Inc. $ 83,250,000 ANZ 15,000,000 Truist Securities, Inc. $ 62,500,000 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard Bank Plc $ 62,500,000 Mizuho Securities USA LLC $ 62,500,000 Academy Securities15,000,000 U.S. Bancorp Investments, Inc. $ 50,000,000 Gxxxxxx Sachs & Co. 15,000,000 ING Financial Markets LLC $ 50,000,000 J.X. Xxxxxx Securities LLC $ 50,000,000 Sxxxxxx Xxxxxxxx Shank & Co., LLC $ 50,000,000 Wxxxx Fargo 10,000,000 SG Americas Securities, LLC 10,000,000 UniCredit Capital Markets LLC 10,000,000 Xxxxxx X. Xxxxxxx & Company, Inc. 5,000,000 Total $ 50,000,000 Total: $ 1,250,000,000500,000,000
(a) Issuer Free Writing Prospectuses:
(1. ) Pricing Term Sheet containing the terms of the Securitiesdated February 13, 2023, substantially in the form set forth in Annex attached as Exhibit A Delaware Idaho
1. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own its properties and to conduct its business as described in the Pricing Prospectus and the Prospectusthis Schedule II.
2. The Underwriting Agreement has been duly authorized, executed and delivered (b) Additional Documents Incorporated by the Company.
3. The Securities are in the form contemplated by the Indenture, have been duly authorized by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against the purchase price therefor specified in the Underwriting Agreement in accordance with the terms thereof (which facts we have not determined by inspection of the Securities), will constitute valid and legally binding obligations of the Company and enforceable against the Company in accordance with their terms; and the Securities are entitled to the benefits of the Indenture.
4. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms; and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.
5. None of the execution, delivery and performance of the Underwriting Agreement, the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) the Certificate of Incorporation or the Bylaws or (B) any statute, decree, regulation or order known to us to be applicable to the Company of any Delaware court, governmental authority or agency having jurisdiction over the Company or any of its properties or assets, except such conflicts, breaches, violations or defaults in clause (B) above as would not have a material adverse effect on the Company’s ability to perform its obligations under the Operative Documents or to consummate the transactions contemplated thereby.
6. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Underwriting Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.
7. The Company is not and, immediately after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act.
8. The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, fairly summarize such terms and documents in all material respects.
9. The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as they purport to summarize provisions of the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize such matters in all material respects.
1. To the best of my knowledge, but without inquiring into the dockets of any court, commissions, regulatory body, administrative agency or other government body, and other than as set forth in the Pricing Disclosure Package, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or assets of the Company is the subject, which I believe individually or in the aggregate would be reasonably expected to have a Material Adverse Effect.
2. None of the execution, delivery and performance of the Underwriting Agreement or the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) any material indenture or other material agreement or instrument to which the Company or its subsidiaries is a party or bound, or (B) any statute, decree, regulation or order applicable to the Company of any U.S. Federal or Idaho court, governmental authority or agency having jurisdiction over the Company or any of its respective properties or assets, except such conflicts, breaches, violations or defaults as would not have a Material Adverse Effect on the Company’s ability to perform its respective obligations under the Operative Documents or to consummate the transactions contemplated thereby.
3. Except as may be required by the Securities Act, and the Rules and Regulations or “blue sky” laws of any state of the United States, in connection with the sale of the Securities, no consent, approval, authorization or order of, or filing or registration with, any U.S. Federal or Idaho court or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement and the Indenture by the Company, the issuance of the Securities and the consummation of the transactions contemplated thereby.
2. 497% SENIOR NOTES DUE 2023Reference:
Appears in 1 contract
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. L, 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, MICRON TECHNOLOGY, McKESSON CORPORATION By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Senior Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Kxxx Xxxx Xxxxx Xxxxx Name:Kxxx Xxxx : Xxxxx Xxxxx Title: Corporate Vice President, Finance Citigroup Global Markets Inc. Acting on behalf of themselves and the several Underwriters named in Schedule I heretoManaging Director CITIGROUP GLOBAL MARKETS INC. By: Citigroup Global Markets Inc. By: /s/ Bxxxx Xxxxx X. Xxxxxxxxx Name: Bxxxx Xxxxx X. Xxxxxxxxx Title: Managing Director Credit Suisse Securities (USA) LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Credit Suisse Securities (USA) LLC By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Director Mxxxxx Sxxxxxx & Co. LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Mxxxxx Sxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Underwriter Principal Amount Barclays Capital Inc. $ 75,000,000 Citigroup Global Markets Inc. $ 166,625,000 Credit Suisse Securities (USA) 75,000,000 Xxxxx Fargo Securities, LLC $ 166,625,000 Mxxxxx Sxxxxxx 50,000,000 BofA Securities, Inc. 27,500,000 Xxxxxxx Xxxxx & Co. LLC $ 166,750,000 Credit Agricole Securities (USA) Inc. $ 83,375,000 27,500,000 HSBC Securities (USA) Inc. $ 83,375,000 27,500,000 X.X. Xxxxxx Securities LLC 27,500,000 BNP Paribas Securities Corp. 20,000,000 Deutsche Bank Securities Inc. 20,000,000 PNC Capital Markets LLC 20,000,000 Scotia Capital (USA) Inc. 20,000,000 TD Securities (USA) LLC 20,000,000 UniCredit Capital Markets LLC 20,000,000 U.S. Bancorp Investments, Inc. 20,000,000 ING Financial Markets LLC 15,000,000 MUFG Securities Americas Inc. $ 83,250,000 ANZ Securities, 15,000,000 NatWest Markets Securities Inc. $ 62,500,000 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard Bank Plc $ 62,500,000 Mizuho Securities USA LLC $ 62,500,000 Academy Securities, Inc. $ 50,000,000 Gxxxxxx Sachs & Co. LLC $ 50,000,000 J.X. Xxxxxx Securities LLC $ 50,000,000 Sxxxxxx 15,000,000 Xxxxxxx Xxxxxxxx Shank Xxxxx & Co., LLC 5,000,000 Total $ 50,000,000 Wxxxx Fargo Securities, LLC $ 50,000,000 Total: $ 1,250,000,000500,000,000
(a) Issuer Free Writing Prospectuses:
(1. ) Pricing Term Sheet containing the terms of the Securitiesdated August 9, 2021, substantially in the form set forth in Annex attached as Exhibit A Delaware Idaho
1. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own its properties and to conduct its business as described in the Pricing Prospectus and the Prospectusthis Schedule II.
2. The Underwriting Agreement has been duly authorized, executed and delivered (b) Additional Documents Incorporated by the Company.
3. The Securities are in the form contemplated by the Indenture, have been duly authorized by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against the purchase price therefor specified in the Underwriting Agreement in accordance with the terms thereof (which facts we have not determined by inspection of the Securities), will constitute valid and legally binding obligations of the Company and enforceable against the Company in accordance with their terms; and the Securities are entitled to the benefits of the Indenture.
4. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms; and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.
5. None of the execution, delivery and performance of the Underwriting Agreement, the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) the Certificate of Incorporation or the Bylaws or (B) any statute, decree, regulation or order known to us to be applicable to the Company of any Delaware court, governmental authority or agency having jurisdiction over the Company or any of its properties or assets, except such conflicts, breaches, violations or defaults in clause (B) above as would not have a material adverse effect on the Company’s ability to perform its obligations under the Operative Documents or to consummate the transactions contemplated thereby.
6. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Underwriting Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.
7. The Company is not and, immediately after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act.
8. The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, fairly summarize such terms and documents in all material respects.
9. The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as they purport to summarize provisions of the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize such matters in all material respects.
1. To the best of my knowledge, but without inquiring into the dockets of any court, commissions, regulatory body, administrative agency or other government body, and other than as set forth in the Pricing Disclosure Package, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or assets of the Company is the subject, which I believe individually or in the aggregate would be reasonably expected to have a Material Adverse Effect.
2. None of the execution, delivery and performance of the Underwriting Agreement or the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) any material indenture or other material agreement or instrument to which the Company or its subsidiaries is a party or bound, or (B) any statute, decree, regulation or order applicable to the Company of any U.S. Federal or Idaho court, governmental authority or agency having jurisdiction over the Company or any of its respective properties or assets, except such conflicts, breaches, violations or defaults as would not have a Material Adverse Effect on the Company’s ability to perform its respective obligations under the Operative Documents or to consummate the transactions contemplated thereby.
3. Except as may be required by the Securities Act, and the Rules and Regulations or “blue sky” laws of any state of the United States, in connection with the sale of the Securities, no consent, approval, authorization or order of, or filing or registration with, any U.S. Federal or Idaho court or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement and the Indenture by the Company, the issuance of the Securities and the consummation of the transactions contemplated thereby.
2. 497% SENIOR NOTES DUE 2023Reference:
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Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. Very truly yours, MICRON TECHNOLOGYING U.S., INC. By: /s/ Kxxx Xxxx Name:Kxxx Xxxx : Title: Corporate Vice PresidentING INSURANCE INTERNATIONAL, Finance B.V. By: Name: Title: By: Name: Title: Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule I heretoII hereto XXXXXX XXXXXXX & CO. LLC By: Name: Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Credit Suisse Deutsche Bank Securities (USA) Inc. X.X. Xxxxxx Securities LLC By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Director Mxxxxx Sxxxxxx ING Financial Markets LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Co. Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Mxxxxx Sxxxxxx & Co. BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Citigroup Global Commerz Markets Inc. $ 166,625,000 Credit Suisse Securities (USA) LLC $ 166,625,000 Mxxxxx Sxxxxxx & Co. LLC $ 166,750,000 Credit Agricole Securities (USA) Inc. $ 83,375,000 HSBC Securities (USA) Inc. $ 83,375,000 MUFG Securities Americas Inc. $ 83,250,000 ANZ SecuritiesMediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company, Inc. $ 62,500,000 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard Bank Plc $ 62,500,000 Mizuho Securities USA LLC $ 62,500,000 Academy SecuritiesThe Xxxxxxxx Capital Group, Inc. $ 50,000,000 Gxxxxxx Sachs & Co. LLC $ 50,000,000 J.X. Xxxxxx Securities LLC $ 50,000,000 Sxxxxxx Xxxxxxxx Shank & Co., LLC $ 50,000,000 Wxxxx Fargo Securities, LLC $ 50,000,000 L.P. Total: $ 1,250,000,000:
1. Term Sheet containing the terms of the Securities, substantially in the form set forth in Annex A Delaware Idaho
1. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own its properties and to conduct its business as described in the Pricing Preliminary Prospectus and the Prospectus.dated [—]
2. The Underwriting Agreement has been duly authorized, executed and delivered [All free writing prospectuses filed by the Company.Company under Rule 433(d) of the Securities Act]
3. The Securities are in [All other free writing prospectuses]
4. [Orally communicated pricing information if a Rule 134 pricing term sheet is used at the form contemplated by the Indenture, have been duly authorized time of sale instead of a pricing term sheet filed by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against the purchase price therefor specified in the Underwriting Agreement in accordance with the terms thereof (which facts we have not determined by inspection of the Securities), will constitute valid and legally binding obligations of the Company and enforceable against the Company in accordance with their terms; and the Securities are entitled to the benefits of the Indenture.
4. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes under Rule 433(d) as a valid and legally binding instrument, enforceable against the Company in accordance with its terms; and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.
5. None of the execution, delivery and performance of the Underwriting Agreement, the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) the Certificate of Incorporation or the Bylaws or (B) any statute, decree, regulation or order known to us to be applicable to the Company of any Delaware court, governmental authority or agency having jurisdiction over the Company or any of its properties or assets, except such conflicts, breaches, violations or defaults in clause (B) above as would not have a material adverse effect on the Company’s ability to perform its obligations under the Operative Documents or to consummate the transactions contemplated thereby.
6. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Underwriting Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.
7. The Company is not and, immediately after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act.
8. The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, fairly summarize such terms and documents in all material respects.
9. The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as they purport to summarize provisions of the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize such matters in all material respects.
1. To the best of my knowledge, but without inquiring into the dockets of any court, commissions, regulatory body, administrative agency or other government body, and other than as set forth in the Pricing Disclosure Package, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or assets of the Company is the subject, which I believe individually or in the aggregate would be reasonably expected to have a Material Adverse Effect.
2. None of the execution, delivery and performance of the Underwriting Agreement or the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) any material indenture or other material agreement or instrument to which the Company or its subsidiaries is a party or bound, or (B) any statute, decree, regulation or order applicable to the Company of any U.S. Federal or Idaho court, governmental authority or agency having jurisdiction over the Company or any of its respective properties or assets, except such conflicts, breaches, violations or defaults as would not have a Material Adverse Effect on the Company’s ability to perform its respective obligations under the Operative Documents or to consummate the transactions contemplated thereby.
3. Except as may be required by the Securities Act, and the Rules and Regulations or “blue sky” laws of any state of the United States, in connection with the sale of the Securities, no consent, approval, authorization or order of, or filing or registration with, any U.S. Federal or Idaho court or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement and the Indenture by the Company, the issuance of the Securities and the consummation of the transactions contemplated thereby.
2. 497% SENIOR NOTES DUE 2023free writing prospectus]
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Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))) and the requirements of 31.C.F.R. §1010.230, the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. [Signature Pages Follow] If the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, MICRON TECHNOLOGY, INC. PACKAGING CORPORATION OF AMERICA By: /s/ Kxxx Xxxx Xxxxxx X. Xxxxxx Name:Kxxx Xxxx : Xxxxxx X. Xxxxxx Title: Corporate Vice PresidentSVP Finance & Controller The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. XXXXX FARGO SECURITIES, Finance Citigroup Global Markets Inc. Acting on behalf LLC As Representatives of themselves and the several Underwriters named in listed on Schedule I hereto. By: Citigroup Global Markets Deutsche Bank Securities Inc. By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Xxxx Xxx Authorized Officer Xxxx Xxx Managing Director Credit Suisse Securities (USA) LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Credit Suisse Securities (USA) /s/ Xxxxx Xxxxx Authorized Officer Xxxxx Xxxxx Director By: Xxxxx Fargo Securities, LLC By: /s/ Mxxxxx Xxxxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Director Mxxxxx Sxxxxxx & Co. Authorized Officer Underwriter Aggregate Principal Amount of Notes to be Purchased Deutsche Bank Securities Inc. $ 182,000,000 Xxxxx Fargo Securities, LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Mxxxxx Sxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director $ 182,000,000 BMO Capital Markets Corp. $ 42,000,000 BofA Securities, Inc. $ 42,000,000 Citigroup Global Markets Inc. $ 166,625,000 Credit Suisse 42,000,000 X.X. Xxxxxx Securities (USA) LLC $ 166,625,000 Mxxxxx Sxxxxxx & Co. LLC $ 166,750,000 Credit Agricole Securities (USA) Inc. $ 83,375,000 HSBC Securities (USA) Inc. $ 83,375,000 MUFG Securities Americas Inc. $ 83,250,000 ANZ Securities, Inc. $ 62,500,000 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard Bank Plc $ 62,500,000 42,000,000 Mizuho Securities USA LLC $ 62,500,000 Academy Securities, Inc. $ 50,000,000 Gxxxxxx Sachs & Co. 42,000,000 PNC Capital Markets LLC $ 50,000,000 J.X. Xxxxxx Securities LLC $ 50,000,000 Sxxxxxx 42,000,000 Xxxxxxx Xxxxxxxx Shank Xxxxx & Co., LLC $ 50,000,000 Wxxxx Fargo Securities42,000,000 U.S. Bancorp Investments, LLC Inc. $ 50,000,000 Total: $ 1,250,000,00042,000,000
1. Pricing Term Sheet Sheet, dated September 7, 2021, containing the terms of the notes (in substantially the form attached hereto). Issuer: Packaging Corporation of America Title of Securities: 3.050% Senior Notes due 2051 Aggregate Principal Amount: $700,000,000 Pricing Date: September 7, substantially 2021 Settlement Date: September 21, 2021 (T+10) We expect that delivery of the notes will be made against payment therefor on or about September 21, 2021 which will be the tenth business day following the date of pricing of the notes, or “T+10”. Under Rule 15c6-1 of the Exchange Act, trades in the form set forth secondary market are required to settle in Annex A Delaware Idaho
1two business days, unless the parties to any such trade expressly agree otherwise. The Company has been duly incorporatedAccordingly, is validly existing as a corporation in good standing under purchasers who wish to trade notes prior to two business days before the laws settlement date will be required, by virtue of the State fact that the notes initially will settle in T+10, to specify an alternate settlement cycle at the time of Delaware and has any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes prior to two business days before the corporate power and authority to settlement date should consult their own its properties and to conduct its business as described in the Pricing Prospectus and the Prospectus.
2advisors. The Underwriting Agreement has been duly authorizedMaturity Date: October 1, executed and delivered by the Company.
3. The Securities are in the form contemplated by the Indenture, have been duly authorized by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the terms 2051 Coupon: 3.050% Public Offering Price: 99.473% of the Indenture principal amount, plus accrued interest, if any, from the settlement date Yield to Maturity: 3.077% Benchmark Treasury: 2.375% US Treasury due May 15, 2051 Benchmark Treasury Price / Yield: 108-29 / 1.977% Spread to Benchmark Treasury: +110 basis points Interest Payment Dates: Semi-annually in arrears on April 1 and delivered against the purchase price therefor specified in the Underwriting Agreement in accordance with the terms thereof (which facts we have not determined by inspection October 1 of the Securities)each year, will constitute valid and legally binding obligations of the Company and enforceable against the Company in accordance with their terms; and the Securities are entitled to the benefits of the Indenture.
4. The Indenture has been duly authorizedbeginning on April 1, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms; and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.
5. None of the execution, delivery and performance of the Underwriting Agreement, the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) the Certificate of Incorporation or the Bylaws or (B) any statute, decree, regulation or order known to us to be applicable to the Company of any Delaware court, governmental authority or agency having jurisdiction over the Company or any of its properties or assets, except such conflicts, breaches, violations or defaults in clause (B) above as would not have a material adverse effect on the Company’s ability to perform its obligations under the Operative Documents or to consummate the transactions contemplated thereby.
6. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Underwriting Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.
7. The Company is not and, immediately after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act.
8. The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, fairly summarize such terms and documents in all material respects.
9. The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as they purport to summarize provisions of the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize such matters in all material respects.
1. To the best of my knowledge, but without inquiring into the dockets of any court, commissions, regulatory body, administrative agency or other government body, and other than as set forth in the Pricing Disclosure Package, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or assets of the Company is the subject, which I believe individually or in the aggregate would be reasonably expected to have a Material Adverse Effect.
2. None of the execution, delivery and performance of the Underwriting Agreement or the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) any material indenture or other material agreement or instrument to which the Company or its subsidiaries is a party or bound, or (B) any statute, decree, regulation or order applicable to the Company of any U.S. Federal or Idaho court, governmental authority or agency having jurisdiction over the Company or any of its respective properties or assets, except such conflicts, breaches, violations or defaults as would not have a Material Adverse Effect on the Company’s ability to perform its respective obligations under the Operative Documents or to consummate the transactions contemplated thereby.
3. Except as may be required by the Securities Act, and the Rules and Regulations or “blue sky” laws of any state of the United States, in connection with the sale of the Securities, no consent, approval, authorization or order of, or filing or registration with, any U.S. Federal or Idaho court or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement and the Indenture by the Company, the issuance of the Securities and the consummation of the transactions contemplated thereby.
2. 497% SENIOR NOTES DUE 20232022
Appears in 1 contract
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))) and the requirements of 31.C.F.R. §1010.230, the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. [Signature Pages Follow] If the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, MICRON TECHNOLOGY, INC. PACKAGING CORPORATION OF AMERICA By: /s/ Kxxx Xxxx Xxxxxx X. Xxxxxx Name:Kxxx Xxxx : Xxxxxx X. Xxxxxx Title: Corporate Vice PresidentSr. VP – Finance and Controller The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. XXXXX FARGO SECURITIES, Finance Citigroup Global Markets Inc. Acting on behalf LLC As Representatives of themselves and the several Underwriters named in listed on Schedule I hereto. By: Citigroup Global Markets Deutsche Bank Securities Inc. By: /s/ Bxxxx Xxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director Credit Suisse Securities (USA) LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. Xxxxxxxxxx Authorized Officer By: Credit Suisse Securities (USA) /s/ Xxxxx Xxxxx Authorized Officer By: Xxxxx Fargo Securities, LLC By: /s/ Mxxxxx Xxxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Director Mxxxxx Sxxxxxx & Co. Authorized Officer Underwriter Aggregate Principal Amount of Notes to be Purchased Deutsche Bank Securities Inc. $ 104,000,000 Xxxxx Fargo Securities, LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Mxxxxx Sxxxxxx & Co. $ 104,000,000 BofA Securities, Inc. $ 34,000,000 Mizuho Securities USA LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director $ 34,000,000 U.S. Bancorp Investments, Inc. $ 34,000,000 BMO Capital Markets Corp. $ 18,000,000 Citigroup Global Markets Inc. $ 166,625,000 Credit Suisse Securities (USA) LLC $ 166,625,000 Mxxxxx Sxxxxxx & Co. LLC $ 166,750,000 Credit Agricole Securities (USA) Inc. $ 83,375,000 HSBC Securities (USA) Inc. $ 83,375,000 MUFG Securities Americas Inc. $ 83,250,000 ANZ Securities, Inc. $ 62,500,000 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard Bank Plc $ 62,500,000 Mizuho Securities USA LLC $ 62,500,000 Academy Securities, Inc. $ 50,000,000 Gxxxxxx Sachs & Co. LLC $ 50,000,000 J.X. 18,000,000 X.X. Xxxxxx Securities LLC $ 50,000,000 Sxxxxxx 18,000,000 PNC Capital Markets LLC $ 18,000,000 Xxxxxxx Xxxxxxxx Shank Xxxxx & Co., LLC $ 50,000,000 Wxxxx Fargo Securities, LLC $ 50,000,000 Total: $ 1,250,000,00018,000,000
1. Pricing Term Sheet Sheet, dated November 27, 2023, containing the terms of the notes (in substantially the form attached hereto). Issuer: Packaging Corporation of America Title of Securities: 5.700% Senior Notes due 2033 Aggregate Principal Amount: $400,000,000 Pricing Date: November 27, substantially 2023 Settlement Date: November 30, 2023 (T+3) We expect that delivery of the notes will be made against payment therefor on or about November 30, 2023 which will be the third business day following the date of pricing of the notes, or “T+3”. Under Rule 15c6-1 of the Exchange Act, trades in the form set forth secondary market are required to settle in Annex A Delaware Idaho
1two business days, unless the parties to any such trade expressly agree otherwise. The Company has been duly incorporatedAccordingly, is validly existing as a corporation in good standing under purchasers who wish to trade notes prior to two business days before the laws settlement date will be required, by virtue of the State fact that the notes initially will settle in T+3, to specify an alternate settlement cycle at the time of Delaware and has any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes prior to two business days before the corporate power and authority to settlement date should consult their own its properties and to conduct its business as described in the Pricing Prospectus and the Prospectus.
2advisors. The Underwriting Agreement has been duly authorizedMaturity Date: December 1, executed and delivered by the Company.
3. The Securities are in the form contemplated by the Indenture, have been duly authorized by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the terms 2033 Coupon: 5.700% Public Offering Price: 99.924% of the Indenture principal amount, plus accrued interest, if any, from the settlement date Yield to Maturity: 5.710% Benchmark Treasury: 4.500% US Treasury due November 15, 2033 Benchmark Treasury Price / Yield: 100-23 / 4.410% Spread to Benchmark Treasury: +130 basis points Interest Payment Dates: Semi-annually in arrears on June 1 and delivered against the purchase price therefor specified in the Underwriting Agreement in accordance with the terms thereof (which facts we have not determined by inspection December 1 of the Securities)each year, will constitute valid and legally binding obligations of the Company and enforceable against the Company in accordance with their terms; and the Securities are entitled to the benefits of the Indenture.
4. The Indenture has been duly authorizedbeginning on June 1, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms; and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.
5. None of the execution, delivery and performance of the Underwriting Agreement, the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) the Certificate of Incorporation or the Bylaws or (B) any statute, decree, regulation or order known to us to be applicable to the Company of any Delaware court, governmental authority or agency having jurisdiction over the Company or any of its properties or assets, except such conflicts, breaches, violations or defaults in clause (B) above as would not have a material adverse effect on the Company’s ability to perform its obligations under the Operative Documents or to consummate the transactions contemplated thereby.
6. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Underwriting Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.
7. The Company is not and, immediately after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act.
8. The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, fairly summarize such terms and documents in all material respects.
9. The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as they purport to summarize provisions of the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize such matters in all material respects.
1. To the best of my knowledge, but without inquiring into the dockets of any court, commissions, regulatory body, administrative agency or other government body, and other than as set forth in the Pricing Disclosure Package, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or assets of the Company is the subject, which I believe individually or in the aggregate would be reasonably expected to have a Material Adverse Effect.
2. None of the execution, delivery and performance of the Underwriting Agreement or the Indenture, the issuance and sale of the Securities or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) any material indenture or other material agreement or instrument to which the Company or its subsidiaries is a party or bound, or (B) any statute, decree, regulation or order applicable to the Company of any U.S. Federal or Idaho court, governmental authority or agency having jurisdiction over the Company or any of its respective properties or assets, except such conflicts, breaches, violations or defaults as would not have a Material Adverse Effect on the Company’s ability to perform its respective obligations under the Operative Documents or to consummate the transactions contemplated thereby.
3. Except as may be required by the Securities Act, and the Rules and Regulations or “blue sky” laws of any state of the United States, in connection with the sale of the Securities, no consent, approval, authorization or order of, or filing or registration with, any U.S. Federal or Idaho court or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement and the Indenture by the Company, the issuance of the Securities and the consummation of the transactions contemplated thereby.
2. 497% SENIOR NOTES DUE 20232024
Appears in 1 contract
