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, PACKAGING CORPORATION OF AMERICA By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Sr. VP – Finance and Controller [PCA – Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed on Schedule I By: Deutsche Bank Securities Inc. By: /s/ Xxxx X. Xxxxxxxxxx Authorized Officer By: /s/ Xxxxx Xxxxx Authorized Officer By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Authorized Officer [PCA – Underwriting Agreement] SCHEDULE I Schedule of Underwriters Underwriter Aggregate Principal Amount of Notes to be Purchased Deutsche Bank Securities Inc. $ 104,000,000 Xxxxx Fargo Securities, LLC $ 104,000,000 BofA Securities, Inc. $ 34,000,000 Mizuho Securities USA LLC $ 34,000,000 U.S. Bancorp Investments, Inc. $ 34,000,000 BMO Capital Markets Corp. $ 18,000,000 Citigroup Global Markets Inc. $ 18,000,000 X.X. Xxxxxx Securities LLC $ 18,000,000 PNC Capital Markets LLC $ 18,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $ 18,000,000 Total $ 400,000,000 SCHEDULE II
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 Please confirm, by signing and returning to us two (2) counterparts of this Agreement, that the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its termsUnderwriters. Very truly yours, PACKAGING CORPORATION OF AMERICA NEW YORK MORTGAGE TRUST, INC. By: /s/ Xxxxxx X. Xxxxxx Xxxxx Name: Xxxxxx X. Xxxxxx Xxxxx Title: Sr. VP – Finance and Controller [PCA – Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed Chief Executive Officer Confirmed and accepted as of the date first above writtenmentioned: XXXXXX XXXXXXX & CO. DEUTSCHE BANK SECURITIES INC. XXXXX FARGO SECURITIES, LLC By: /s/ Xxxx XxXxxxxxx Name: Xxxx XxXxxxxxx Title: Executive Director As Representatives Representative of the several Several Underwriters listed on named in Schedule I hereto Confirmed and accepted as of the date first above mentioned: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director As Representative of the Several Underwriters named in Schedule I hereto SCHEDULE I Underwriting Agreement dated January 8, 2019 Underwriters Number of Firm Securities to be Purchased Xxxxxx Xxxxxxx & Co. LLC 3,213,000 Credit Suisse Securities (USA) LLC 1,512,000 Barclays Capital Inc. 1,197,000 Deutsche Bank Securities Inc. By: /s/ Xxxx X. Xxxxxxxxxx Authorized Officer By: /s/ Xxxxx Xxxxx Authorized Officer By: Xxxxx Fargo 1,197,000 X.X. Xxxxxx Securities, LLC By: /s/ Xxxxxxx Xxxxxx Authorized Officer [PCA – Underwriting Agreement] SCHEDULE I Schedule of Underwriters Underwriter Aggregate Principal Amount of Notes to be Purchased Deutsche Bank Securities 1,197,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. $ 104,000,000 Xxxxx Fargo Securities1,197,000 RBC Capital Markets, LLC $ 104,000,000 BofA Securities1,197,000 UBS Securities LLC 1,197,000 Xxxxxxx Xxxxx & Associates, Inc. $ 34,000,000 Mizuho Securities USA 693,000 Total 12,600,000 SCHEDULE 1(j) Entity Company Ownership Kiawah River View Investors LLC $ 34,000,000 U.S. Bancorp Investments, Inc. $ 34,000,000 BMO Capital Markets Corp. $ 18,000,000 Citigroup Global Markets Inc. $ 18,000,000 X.X. Xxxxxx Securities LLC $ 18,000,000 PNC Capital Markets LLC $ 18,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co.50.00 % The Clusters, LLC $ 18,000,000 Total $ 400,000,000 38.67 % 36 SCHEDULE II1(xx) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2016-RP1, LLC NYMT Residential 2016-RP1, LLC NYMT Residential Tax 2016-RP1, LLC RB Commercial Trust Series 2012-RS1 SCHEDULE II Issuer General-Use Free Writing Prospectus None. SCHEDULE III Pricing and Other Information 12,600,000 shares at a public offering price of $5.96 per share with an underwriting discount of $0.16 per share with an option to purchase up to 1,890,000 additional shares at that same price and discount.
Appears in 1 contract
Samples: Underwriting Agreement (New York Mortgage Trust Inc)
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)) 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 agreementunderstanding, please sign and return to us indicate your acceptance of this Agreement by signing in the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its termsspace provided below. Very truly yours, PACKAGING McKESSON CORPORATION OF AMERICA By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Sr. VP – Finance Senior Vice President and Controller [PCA – Treasurer Signature Page to the Underwriting Agreement] Agreement The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. DEUTSCHE BANK SECURITIES BARCLAYS CAPITAL INC. XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed on Schedule I By: Deutsche Bank Securities Inc. By: /s/ Xxxx X. Xxxxxxxxxx Authorized Officer By: /s/ Xxxxx Xxxxx Authorized Officer Name: Xxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director Signature Page to the Underwriting Agreement SCHEDULE I Underwriter Principal Amount Barclays Capital Inc. $ 75,000,000 Citigroup Global Markets Inc. 75,000,000 Xxxxx Fargo Securities, LLC By: /s/ 50,000,000 BofA Securities, Inc. 27,500,000 Xxxxxxx Xxxxx & Co. LLC 27,500,000 HSBC Securities (USA) Inc. 27,500,000 X.X. Xxxxxx Authorized Officer [PCA – Underwriting Agreement] SCHEDULE I Schedule of Underwriters Underwriter Aggregate Principal Amount of Notes to be Purchased Securities LLC 27,500,000 BNP Paribas Securities Corp. 20,000,000 Deutsche Bank Securities Inc. $ 104,000,000 Xxxxx Fargo Securities, 20,000,000 PNC Capital Markets LLC $ 104,000,000 BofA Securities, 20,000,000 Scotia Capital (USA) Inc. $ 34,000,000 Mizuho 20,000,000 TD Securities USA (USA) LLC $ 34,000,000 20,000,000 UniCredit Capital Markets LLC 20,000,000 U.S. Bancorp Investments, Inc. $ 34,000,000 BMO Capital Markets Corp. $ 18,000,000 Citigroup Global Markets Inc. $ 18,000,000 X.X. Xxxxxx Securities LLC $ 18,000,000 PNC Capital 20,000,000 ING Financial Markets LLC $ 18,000,000 15,000,000 MUFG Securities Americas Inc. 15,000,000 NatWest Markets Securities Inc. 15,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $ 18,000,000 5,000,000 Total $ 400,000,000 500,000,000 SCHEDULE II
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)) 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 agreementunderstanding, please sign and return to us indicate your acceptance of this Agreement by signing in the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its termsspace provided below. Very truly yours, PACKAGING McKESSON CORPORATION OF AMERICA By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Sr. VP – Finance Senior Vice President and Controller [PCA – Treasurer Signature Page to the Underwriting Agreement] Agreement The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. DEUTSCHE BANK BNP PARIBAS SECURITIES INCCORP. By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed on Schedule I By: Deutsche Bank Securities Inc. By: /s/ Xxxx X. Xxxxxxxxxx Authorized Officer By: /s/ Xxxxx Xxxxx Authorized Officer By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Authorized Officer [PCA – Name: Xxxxxxx Xxxxxx Title: Managing Director Signature Page to the Underwriting Agreement] Agreement SCHEDULE I Schedule of Underwriters Underwriter Aggregate Principal Amount of Notes to be Purchased Deutsche Bank Xxxxxx BNP Paribas Securities Inc. Corp. $ 104,000,000 100,000,000 Xxxxx Fargo Securities, LLC $ 104,000,000 100,000,000 TD Securities (USA) LLC 50,000,000 BofA Securities, Inc. $ 34,000,000 Mizuho 25,000,000 X.X. Xxxxxx Securities USA LLC $ 34,000,000 25,000,000 Barclays Capital Inc. 25,000,000 Citigroup Global Markets Inc. 25,000,000 Xxxxxxx Xxxxx & Co. LLC 25,000,000 Deutsche Bank Securities Inc. 15,000,000 HSBC Securities (USA) Inc. 15,000,000 PNC Capital Markets LLC 15,000,000 Scotia Capital (USA) Inc. 15,000,000 Truist Securities, Inc. 15,000,000 U.S. Bancorp Investments, Inc. $ 34,000,000 BMO Capital 15,000,000 ING Financial Markets Corp. $ 18,000,000 Citigroup Global Markets Inc. $ 18,000,000 X.X. Xxxxxx Securities LLC $ 18,000,000 PNC 10,000,000 SG Americas Securities, LLC 10,000,000 UniCredit Capital Markets LLC $ 18,000,000 10,000,000 Xxxxxx X. Xxxxxxx Xxxxxxxx Xxxxx & Co.Company, LLC $ 18,000,000 Inc. 5,000,000 Total $ 400,000,000 500,000,000 SCHEDULE II
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 Please confirm, by signing and returning to us two (2) counterparts of this Agreement, that the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its termsUnderwriters. Very truly yours, PACKAGING CORPORATION OF AMERICA NEW YORK MORTGAGE TRUST, INC. By: /s/ Xxxxxx X. Xxxxxx Xxxxx Name: Xxxxxx X. Xxxxxx Xxxxx Title: Sr. VP – Finance and Controller [PCA – Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed Chief Executive Officer Confirmed and accepted as of the date first above writtenmentioned: XXXXXX XXXXXXX & CO. DEUTSCHE BANK SECURITIES INC. XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed on Schedule I By: Deutsche Bank Securities Inc. By: /s/ Xxxxxxx Xxxx X. Xxxxxxxxxx Authorized Officer Name: Xxxxxxx Xxxx Title: Executive Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Authorized Officer ByName: Xxxxx Fargo Securities, LLC ByXxxxx Title: /s/ Xxxxxxx Xxxxxx Authorized Officer [PCA – Underwriting Agreement] Director As Representatives of the Several Underwriters named in Schedule I hereto SCHEDULE I Schedule Underwriting Agreement dated November 7, 2018 Underwriters Number of Underwriters Underwriter Aggregate Principal Amount of Notes Firm Securities to be Purchased Xxxxxx Xxxxxxx & Co. LLC 3,250,000 Credit Suisse Securities (USA) LLC 1,750,000 Barclays Capital Inc. 1,250,000 Deutsche Bank Securities Inc. $ 104,000,000 Xxxxx Fargo 1,250,000 X.X. Xxxxxx Securities, LLC $ 104,000,000 BofA Securities1,250,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. $ 34,000,000 Mizuho Securities USA 1,250,000 RBC Capital Markets, LLC $ 34,000,000 U.S. Bancorp Investments, Inc. $ 34,000,000 BMO Capital Markets Corp. $ 18,000,000 Citigroup Global Markets Inc. $ 18,000,000 X.X. Xxxxxx 1,250,000 UBS Securities LLC $ 18,000,000 PNC Capital Markets 1,250,000 Total 12,500,000 SCHEDULE 1(j) Entity Company Ownership Kiawah River View Investors LLC $ 18,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co.50.00 % The Clusters, LLC $ 18,000,000 Total $ 400,000,000 38.67 % 34 SCHEDULE II1(xx) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2016-RP1, LLC NYMT Residential 2016-RP1, LLC NYMT Residential Tax 2016-RP1, LLC RB Commercial Trust Series 2012-RS1 SCHEDULE II Issuer General-Use Free Writing Prospectus None. SCHEDULE III Pricing and Other Information 12,500,000 shares at a public offering price of $6.11 per share with an underwriting discount of $0.16 per share with an option to purchase up to 1,875,000 additional shares at that same price and discount.
Appears in 1 contract
Samples: New York Mortgage Trust Inc
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 correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company and the several Underwriters Underwriters, please indicate your acceptance in accordance with its termsthe space provided for that purpose below. Very truly yours, PACKAGING CORPORATION OF AMERICA MOHAWK INDUSTRIES, INC. By: /s/ Xxxxxx XXXXX X. Xxxxxx XXXXXX Name: Xxxxxx Xxxxx X. Xxxxxx Title: Sr. VP – Finance and Controller [PCA – Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES Chief Financial Officer Accepted: BARCLAYS CAPITAL INC. X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX FARGO SECURITIES, LLC As INCORPORATED For themselves and as Representatives of the several Underwriters listed on named in Schedule I By: Deutsche Bank Securities Inc. 1 hereto By BARCLAYS CAPITAL INC. By: /s/ Xxxx X. Xxxxxxxxxx Authorized Officer ByXXXXXX XXXXXXX Name: /s/ Xxxxx Xxxxx Authorized Officer ByXxxxxx Xxxxxxx Title: Xxxxx Fargo Securities, Director By X.X. XXXXXX SECURITIES LLC By: /s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: Executive Director By XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Authorized Officer [PCA – Underwriting Agreement] Title: Managing Director SCHEDULE I Schedule of 1 Underwriters Underwriter Aggregate Principal Amount of Notes to be Purchased Deutsche Bank X.X. Xxxxxx Securities LLC $ 215,385,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 215,385,000 Barclays Capital Inc. $ 104,000,000 30,769,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 46,153,000 Xxxxx Fargo Securities, LLC $ 104,000,000 BofA Securities46,153,000 ING Financial Markets LLC 9,231,000 Mitsubishi UFJ Securities (USA), Inc. $ 34,000,000 9,231,000 Mizuho Securities USA Inc. 9,231,000 Regions Securities LLC $ 34,000,000 9,231,000 U.S. Bancorp Investments, Inc. $ 34,000,000 BMO Capital Markets Corp. $ 18,000,000 Citigroup Global Markets Inc. $ 18,000,000 X.X. Xxxxxx Securities LLC $ 18,000,000 PNC Capital Markets LLC $ 18,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $ 18,000,000 9,231,000 Total $ 400,000,000 600,000,000 SCHEDULE II3 Issuer Free Writing Prospectuses
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 agreementunderstanding, please sign and return to us indicate your acceptance of this Agreement by signing in the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its termsspace provided below. Very truly yours, PACKAGING CORPORATION OF AMERICA AGILENT TECHNOLOGIES, INC. By: /s/ Xxxxxx X. Xxxxxx Xxxxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxx Xxxxxxxxx Xxxxxxx Title: Sr. VP – Finance Vice President and Controller [PCA – Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted Treasurer Accepted as of the date first above written. DEUTSCHE BANK SECURITIES hereof BARCLAYS CAPITAL INC. XXXXX FARGO SECURITIES, CITIGROUP GLOBAL MARKETS INC. and X.X. XXXXXX SECURITIES LLC As Representatives of the several Underwriters listed on in Schedule I By: Deutsche Bank Securities Inc. By: /s/ Xxxx X. Xxxxxxxxxx Authorized Officer 1 hereto. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxx Authorized Officer Name: Xxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Fargo Securities, X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx Xxxxxx Authorized Officer [PCA – Underwriting Agreement] SCHEDULE I Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director Schedule of Underwriters 1 Underwriter Aggregate Principal Amount of Notes to be Purchased Deutsche Bank Securities Barclays Capital Inc. $ 104,000,000 Xxxxx Fargo Securities, LLC $ 104,000,000 BofA Securities, Inc. $ 34,000,000 Mizuho Securities USA LLC $ 34,000,000 U.S. Bancorp Investments, Inc. $ 34,000,000 BMO Capital Markets Corp. $ 18,000,000 221,000,000 Citigroup Global Markets Inc. $ 18,000,000 221,000,000 X.X. Xxxxxx Securities LLC $ 18,000,000 PNC 221,000,000 BNP Paribas Securities Corp. 51,000,000 MUFG Securities Americas Inc. 51,000,000 Credit Suisse Securities (USA) LLC 25,500,000 HSBC Securities (USA) Inc. 25,500,000 KeyBanc Capital Markets Inc. 25,500,000 Penserra Securities LLC $ 18,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $ 18,000,000 8,500,000 Total $ 400,000,000 SCHEDULE II850,000,000 Annex A Time of Sale Information Free Writing Prospectus (consisting of a pricing term sheet substantially in the form of Annex B hereto) dated March 3, 2021. Annex B Filed Pursuant to Rule 433 Registration No. 333-233593 Issuer Free Writing Prospectus dated March 3, 2021 Relating to Preliminary Prospectus Supplement dated March 3, 2021 Agilent Technologies, Inc. Pricing Term Sheet
Appears in 1 contract
Samples: Agilent Technologies, Inc.
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)) 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 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. [Signature Pages FollowPage Follows] If the foregoing letter is in accordance with your the Representative’s understanding of our agreement, please kindly sign and return to us the enclosed duplicates Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company Company, the Guarantors and the several Underwriters in accordance with its terms. Very truly yours, PACKAGING CORPORATION OF AMERICA By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Sr. VP – Finance and Controller [PCA – Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES THE CHEMOURS COMPANY THE CHEMOURS COMPANY THE CHEMOURS COMPANY FC, LLC CHEMFIRST INC. XXXXX FARGO SECURITIESFIRST CHEMICAL CORPORATION FIRST CHEMICAL TEXAS, LLC As Representatives of the several Underwriters listed on Schedule I By: Deutsche Bank Securities Inc. By: /s/ Xxxx X. Xxxxxxxxxx Authorized Officer By: /s/ Xxxxx Xxxxx Authorized Officer By: Xxxxx Fargo SecuritiesL.P. FT CHEMICAL, INC. FIRST CHEMICAL HOLDINGS, LLC By: /s/ Xxxxxxx Sxxxxx Xxxxxx Authorized Officer [PCA – Underwriting Agreement] Name: /s/ Sxxxxx Xxxxxx Title: Treasurer Accepted: CITIGROUP GLOBAL MARKETS INC. Acting on behalf of itself and the several Underwriters named in Schedule A hereto By: /s/ Txxxxx Xxxx Name: Txxxxx Xxxx Title: Managing Director SCHEDULE I Schedule of A UNDERWRITERS Underwriters Underwriter Aggregate Principal Amount of Notes Offered Securities to be Purchased Citigroup Global Markets Inc. € 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 € 38,250,000.00 HSBC Securities (USA) Inc. € 36,000,000.00 RBC Europe Limited € 36,000,000.00 Mxxxxxx Lxxxx International € 22,500,000.00 Deutsche Bank Securities Inc. $ 104,000,000 Xxxxx Fargo Securities€ 22,500,000.00 Mizuho International plc € 22,500,000.00 TD Securities (USA) LLC € 22,500,000.00 SunTrust Rxxxxxxx Xxxxxxxx, Inc. € 9,000,000.00 BNP Paribas € 9,000,000.00 Citizens Capital Markets, Inc. € 9,000,000.00 Total € 450,000,000.00 SCHEDULE B GUARANTORS The Chemours Company FC, LLC $ 104,000,000 BofA SecuritiesChemFirst Inc. First Chemical Corporation First Chemical Texas, L.P. FT Chemical, Inc. $ 34,000,000 Mizuho Securities USA LLC $ 34,000,000 U.S. Bancorp Investments, Inc. $ 34,000,000 BMO Capital Markets Corp. $ 18,000,000 Citigroup Global Markets Inc. $ 18,000,000 X.X. Xxxxxx Securities LLC $ 18,000,000 PNC Capital Markets LLC $ 18,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co.First Chemical Holdings, LLC $ 18,000,000 Total $ 400,000,000 SCHEDULE IIC
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)) 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 CompanyIssuers, 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. [Signature Pages Follow] If the foregoing letter is in accordance with your understanding of our agreementunderstanding, please sign and return to us indicate your acceptance of this Agreement by signing in the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its termsspace provided below. Very truly yours, PACKAGING CORPORATION OF AMERICA CHARTER COMMUNICATIONS OPERATING, LLC, as an Issuer By: /s/ Xxxxxx Jxxxxxx X. Xxxxxx Name: Xxxxxx Jxxxxxx X. Xxxxxx Title: Sr. VP – Senior Vice President, Corporate Finance and Controller [PCA – Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed Development CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., as an Issuer By: /s/ Jxxxxxx X. Xxxxxx Name: Jxxxxxx X. Xxxxxx Title: Senior Vice President, Corporate Finance and accepted Development CCO HOLDINGS, LLC, as a Guarantor By: /s/ Jxxxxxx X. Xxxxxx Name: Jxxxxxx X. Xxxxxx Title: Senior Vice President, Corporate Finance and Development THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE II HERETO, as Guarantors By: /s/ Jxxxxxx X. Xxxxxx Name: Jxxxxxx X. Xxxxxx Title: Senior Vice President, Corporate Finance and Development Accepted as of the date first above writtenhereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. CITIGROUP GLOBAL MARKETS INC. By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. DEUTSCHE BANK SECURITIES INC. XXXXX FARGO SECURITIES, LLC As Representatives By: /s/ Rxxx Xxxxxx Name: Rxxx Xxxxxx Title: Managing Director By: /s/ Kxxxx Xxxxx Name: Kxxxx Xxxxx Title: Director Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters listed on named in Schedule I By: Deutsche Bank Securities Inc. By: /s/ Xxxx X. Xxxxxxxxxx Authorized Officer By: /s/ Xxxxx Xxxxx Authorized Officer By: Xxxxx Fargo Securities, hereto. MXXXXX SXXXXXX & CO. LLC By: /s/ Xxxxxxx Xxxxxx Authorized Officer [PCA – Underwriting Agreement] Yurij Slyz Name: Yurij Slyz Title: Executive Director SCHEDULE I Schedule of Underwriters Underwriter Aggregate Principal Amount of 2029 Notes to be Purchased Aggregate Principal Amount of 2042 Notes to be Purchased Aggregate Principal Amount of 2062 Notes to be Purchased Citigroup Global Markets Inc. $ 112,500,000 $ 121,500,000 $ 126,000,000 Deutsche Bank Securities Inc. $ 104,000,000 Xxxxx 112,500,000 $ 121,500,000 $ 126,000,000 Mxxxxx Sxxxxxx & Co. LLC $ 112,500,000 $ 121,500,000 $ 126,000,000 J.X. Xxxxxx Securities LLC $ 75,000,000 $ 81,000,000 $ 84,000,000 Mizuho Securities USA LLC $ 75,000,000 $ 81,000,000 $ 84,000,000 BofA Securities, Inc. $ 68,750,000 $ 74,250,000 $ 77,000,000 Credit Suisse Securities (USA) LLC $ 68,750,000 $ 74,250,000 $ 77,000,000 MUFG Securities Americas Inc. $ 68,750,000 $ 74,250,000 $ 77,000,000 Wxxxx Fargo Securities, LLC $ 104,000,000 BofA 68,750,000 $ 74,250,000 $ 77,000,000 Gxxxxxx Sachs & Co. LLC $ 62,500,000 $ 67,500,000 $ 70,000,000 RBC Capital Markets, LLC $ 62,500,000 $ 67,500,000 $ 70,000,000 TD Securities (USA) LLC $ 62,500,000 $ 67,500,000 $ 70,000,000 Barclays Capital Inc. $ 37,500,000 $ 40,500,000 $ 42,000,000 BNP Paribas Securities Corp. $ 37,500,000 $ 40,500,000 $ 42,000,000 Scotia Capital (USA) Inc. $ 37,500,000 $ 40,500,000 $ 42,000,000 SMBC Nikko Securities America, Inc. $ 37,500,000 $ 40,500,000 $ 42,000,000 Truist Securities, Inc. $ 34,000,000 Mizuho 37,500,000 $ 40,500,000 $ 42,000,000 Credit Agricole Securities USA LLC (USA) Inc. $ 34,000,000 25,000,000 $ 27,000,000 $ 28,000,000 U.S. Bancorp Investments, Inc. $ 34,000,000 BMO Capital Markets Corp. 25,000,000 $ 18,000,000 Citigroup Global Markets 27,000,000 $ 28,000,000 Academy Securities, Inc. $ 18,000,000 X.X. Xxxxxx Securities 12,500,000 $ 13,500,000 $ 14,000,000 LionTree Advisors LLC $ 18,000,000 PNC 12,500,000 $ 13,500,000 $ 14,000,000 Loop Capital Markets LLC $ 18,000,000 12,500,000 $ 13,500,000 $ 14,000,000 MFR Securities, Inc. $ 12,500,000 $ 13,500,000 $ 14,000,000 Sxxxxx X. Xxxxxxx Xxxxxxxx Xxxxx & Co.Company, Inc. $ 12,500,000 $ 13,500,000 $ 14,000,000 Total $ 1,250,000,000 $ 1,350,000,000 $ 1,400,000,000 SCHEDULE II SUBSIDIARY GUARANTORS Bresnan Broadband Holdings, LLC $ 18,000,000 Total $ 400,000,000 SCHEDULE IICCO NR Holdings, LLC Charter Advanced Services (MO), LLC Charter Communications VI, L.L.C. Charter Communications, LLC Charter Distribution, LLC Charter Leasing Holding Company, LLC Charter Procurement Leasing, LLC DukeNet Communications, LLC Marcus Cable Associates, L.L.C. Spectrum Advanced Services, LLC Spectrum Gulf Coast, LLC Spectrum Mid-America, LLC Spectrum Mobile, LLC Spectrum Mobile Equipment, LLC Spectrum New York Metro, LLC Spectrum NLP, LLC Spectrum Northeast, LLC Spectrum Oceanic, LLC Spectrum Originals, LLC Spectrum Originals Development, LLC Spectrum Pacific West, LLC Spectrum Reach, LLC Spectrum RSN, LLC Spectrum Security, LLC Spectrum Southeast, LLC Spectrum Sunshine State, LLC Spectrum TV Essentials, LLC Spectrum Wireless Holdings, LLC TC Technology LLC Time Warner Cable Enterprises LLC Time Warner Cable, LLC TWC Administration LLC TWC Communications, LLC TWC SEE Holdco LLC ANNEX A
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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 correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company and the several Underwriters Underwriters, please indicate your acceptance in accordance with its termsthe space provided for that purpose below. Very truly yours, PACKAGING CORPORATION OF AMERICA MOHAWK INDUSTRIES, INC. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: Vice President and Treasurer Accepted: BOFA SECURITIES, INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxxx Title: Sr. VP – Finance and Controller [PCA – Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK Managing Director X.X. XXXXXX SECURITIES INC. XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed on Schedule I By: Deutsche Bank Securities Inc. By: /s/ Xxxx X. Xxxxxxxxxx Authorized Officer Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Senior Vice President SCHEDULE 1 Underwriters Aggregate Principal Amount of the Notes to be Purchased BofA Securities, Inc. $ 85,000,000 X.X. Xxxxxx Securities LLC 85,000,000 U.S. Bancorp Investments, Inc. 85,000,000 Mizuho Securities USA LLC 42,500,000 PNC Capital Markets LLC 42,500,000 Xxxxx Xxxxx Authorized Officer By: Fargo Securities, LLC. 42,500,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 17,500,000 BNP Paribas Securities Corp 35,000,000 UniCredit Capital Markets LLC 27,500,000 Barclays Capital Inc. 17,500,000 Xxxxxxx Sachs & Co. LLC 10,000,000 KBC Securities USA LLC 10,000,000 Total $ 500,000,000 SCHEDULE 2 Filed pursuant to Rule 433 Registration Statement No. 333-238010 May 7, 2020 Pricing Term Sheet Mohawk Industries, Inc. $500,000,000 3.625% Senior Notes due 2030 Issuer Mohawk Industries, Inc. Issue of Notes 3.625% Senior Notes due 2030 Principal Amount $500,000,000 Trade Date May 7, 2020 Settlement Date* May 14, 2020 Maturity May 15, 2030 Interest Payment Dates May 15 and November 15, commencing November 15, 2020 Interest Rate 3.625% per annum Public Offering Price 99.883% Yield to Maturity 3.639% Benchmark Treasury 1.500% due February 15, 2030 Spread to Benchmark Treasury T + 300 bps Benchmark Treasury Price and Yield 108-04+ and 0.639% Make-whole Call T + 45 bps (at any time prior to February 15, 2030) Par Call At any time on or after February 15, 2030 CUSIP/ ISIN 608190 AL8 / US608190AL88 Schedule 2 - 1 Joint Book-Running Managers BofA Securities, Inc. X.X. Xxxxxx Securities LLC U.S. Bancorp Investments, Inc. Mizuho Securities USA LLC PNC Capital Markets LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Xxxxx Fargo Securities, LLC By: /s/ Co-Managers Barclays Capital Inc. BNP Paribas Securities Corp. Xxxxxxx Xxxxxx Authorized Officer [PCA – Underwriting Agreement] SCHEDULE I Schedule Sachs & Co. LLC KBC Securities USA LLC UniCredit Capital Markets LLC * We expect that delivery of Underwriters Underwriter Aggregate Principal Amount the notes will be made against payment therefor on or about the closing date which will be on or about the fifth business day following the date of Notes pricing of the notes (this settlement cycle being referred to as “T+5”). Under Rule 15c6-l of the Exchange Act, trades in the secondary market are generally required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to two business days before the date of delivery will be Purchased Deutsche Bank Securities Inc. $ 104,000,000 Xxxxx Fargo Securitiesrequired, LLC $ 104,000,000 by virtue of the fact that the notes initially will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of pricing or the next succeeding business day should consult their own advisor. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, BofA Securities, Inc. $ 34,000,000 Mizuho Inc., X.X. Xxxxxx Securities USA LLC $ 34,000,000 and U.S. Bancorp Investments, Inc. $ 34,000,000 BMO Capital Markets Corp. $ 18,000,000 Citigroup Global Markets can arrange to send you the prospectus if you request it by calling BofA Securities, Inc. $ 18,000,000 toll-free at 1-800-831-9146, X.X. Xxxxxx Securities LLC $ 18,000,000 PNC Capital Markets LLC $ 18,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co.collect at 0-000-000-0000 or U.S. Bancorp Investments, LLC $ 18,000,000 Total $ 400,000,000 Inc. toll-free at 0-000-000-0000. This pricing term sheet supplements the preliminary prospectus supplement issued by Mohawk Industries, Inc. dated May 7, 2020. SCHEDULE II3 Issuer Free Writing Prospectus
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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)) and the requirements of 31.C.F.R. §1010.230), 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. [Signature Pages Follow] If the foregoing letter is in accordance with your understanding of our agreementunderstanding, please sign and return to us indicate your acceptance of this Agreement by signing in the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its termsspace provided below. Very truly yours, PACKAGING RANGE RESOURCES CORPORATION OF AMERICA By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Sr. VP – Finance and Controller [PCA – Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed on Schedule I By: Deutsche Bank Securities Inc. By: /s/ Xxxx X. Xxxxxxxxxx Authorized Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President and Chief Financial Officer By: /s/ Xxxxx Xxxxx Authorized Officer By: Xxxxx Fargo SecuritiesRANGE 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: Senior Vice President – Chief Financial Officer and Treasurer X.X. Xxxxxx Authorized Officer [PCA – Underwriting Agreement] SCHEDULE I Securities LLC For itself and on behalf of the several Initial Purchasers listed in Schedule of Underwriters Underwriter Aggregate 1 hereto. X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxxxx X’Xxxxxxx Name: Xxxxxxxxx X’Xxxxxxx Title: Managing Director Schedule 1 Initial Purchaser Principal Amount of Notes to be Purchased Deutsche Bank X.X. Xxxxxx Securities LLC $ 87,000,000 BofA Securities, Inc. $ 104,000,000 36,000,000 Xxxxx Fargo Securities, LLC $ 104,000,000 BofA Securities, 36,000,000 Barclays Capital Inc. $ 34,000,000 15,000,000 BMO Capital Markets Corp. $ 15,000,000 Citigroup Global Markets Inc. $ 15,000,000 Credit Suisse Securities (USA) LLC $ 15,000,000 Mizuho Securities USA LLC $ 34,000,000 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. $ 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. $ 34,000,000 BMO 3,000,000 ABN AMRO Securities (USA) LLC $ 1,500,000 Capital One Securities, Inc. $ 1,500,000 CIBC World Markets Corp. $ 18,000,000 Citigroup Global 1,500,000 Comerica Securities, Inc. $ 1,500,000 KeyBanc Capital Markets Inc. $ 18,000,000 X.X. Xxxxxx Securities LLC 1,500,000 Scotia Capital (USA) Inc. $ 18,000,000 PNC Capital Markets LLC $ 18,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $ 18,000,000 1,500,000 Total $ 400,000,000 SCHEDULE II300,000,000 Annex A [Form of Opinion of Counsel for the Company]
Appears in 1 contract
Samples: Range Resources Corp
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)) 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 agreementunderstanding, please sign and return to us indicate your acceptance of this Agreement by signing in the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its termsspace provided below. Very truly yours, PACKAGING McKESSON CORPORATION OF AMERICA By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Sr. VP – Finance and Controller [PCA – Senior Vice President, Treasurer Signature Page to the Underwriting Agreement] Agreement The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. DEUTSCHE BANK SECURITIES BOFA SECURITIES, INC. XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed on Schedule I By: Deutsche Bank Securities Inc. By: /s/ Xxxx X. Xxxxxxxxxx Authorized Officer Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director Signature Page to the Underwriting Agreement SCHEDULE I Underwriter Principal Amount BofA Securities, Inc. $ 110,000,000 HSBC Securities (USA) Inc. 110,000,000 X.X. Xxxxxx Securities LLC 82,500,000 Barclays Capital Inc. 18,750,000 Citigroup Global Markets Inc. 18,750,000 Xxxxxxx Xxxxx Xxxxx Authorized Officer By: & Co. LLC 18,750,000 Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Authorized Officer [PCA – Underwriting Agreement] SCHEDULE I Schedule of Underwriters Underwriter Aggregate Principal Amount of Notes to be Purchased 18,750,000 BNP Paribas Securities Corp. 13,750,000 Deutsche Bank Securities Inc. $ 104,000,000 Xxxxx Fargo Securities, 13,750,000 PNC Capital Markets LLC $ 104,000,000 BofA Securities, 13,750,000 Scotia Capital (USA) Inc. $ 34,000,000 Mizuho 13,750,000 TD Securities USA (USA) LLC $ 34,000,000 13,750,000 UniCredit Capital Markets LLC 13,750,000 U.S. Bancorp Investments, Inc. $ 34,000,000 BMO Capital Markets Corp. $ 18,000,000 Citigroup Global Markets Inc. $ 18,000,000 X.X. Xxxxxx Securities LLC $ 18,000,000 PNC Capital 13,750,000 ING Financial Markets LLC $ 18,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $ 18,000,000 8,750,000 MUFG Securities Americas Inc. 8,750,000 NatWest Markets Securities Inc. 8,750,000 Total $ 400,000,000 500,000,000 SCHEDULE II
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 please indicate your acceptance of our agreement, please sign and return to us this Agreement by signing in the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its termsspace provided for that purpose below. Very truly yours, PACKAGING CORPORATION OF AMERICA EYEPOINT PHARMACEUTICALS, INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Sr. VP – Finance and Controller [PCA – Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted Executive Vice President, Chief Financial Officer Accepted as of the date first above written. DEUTSCHE BANK : X.X. XXXXXX SECURITIES INC. XXXXX FARGO SECURITIES, LLC As Representatives Acting on their own behalf and as Representative of the several Underwriters listed on Schedule I A to this Agreement. By: Deutsche Bank Securities Inc. By: /s/ Xxxx X. Xxxxxxxxxx Authorized Officer X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxx Authorized Officer ByXx Name: Xxxxx Fargo Xx Title: Managing Director SCHEDULE A Name Number of Shares of Firm Stock to be Purchased Number of Shares of Optional Stock to be Purchased X.X. Xxxxxx Securities LLC 4,705,882 705,882 Xxxxx and Company, LLC 2,941,177 441,176 Guggenheim Securities, LLC By: /s/ Xxxxxxx Xxxxxx Authorized Officer [PCA – Underwriting Agreement] SCHEDULE I Schedule of Underwriters Underwriter Aggregate Principal Amount of Notes to be Purchased Deutsche Bank Securities Inc. $ 104,000,000 Xxxxx Fargo Securities, LLC $ 104,000,000 BofA Securities, Inc. $ 34,000,000 2,000,000 300,000 Cantor Xxxxxxxxxx & Co. 1,176,471 176,471 Mizuho Securities USA LLC $ 34,000,000 U.S. Bancorp Investments588,235 88,235 Xxxxxxx & Company (UK) Ltd. 352,941 52,941 Total 11,764,706 1,764,705 SCHEDULE B General Use Free Writing Prospectuses None. SCHEDULE C Pricing Information Firm Stock to be Sold: 11,764,706 shares Offering Price: $17.00 per share Underwriting Discounts and Commissions: 6.0% Estimated Net Proceeds to the Company (after underwriting discounts and commissions, Inc. $ 34,000,000 BMO Capital Markets Corp. $ 18,000,000 Citigroup Global Markets Inc. $ 18,000,000 but before transaction expenses): $188,000,001.88 SCHEDULE D List of officers, directors and stockholders subject to Section 4(k) • Xxxxx Xxxxxx • Xxx Xxxxx • Xxxxxx Xxxxxx • Xxxxx Xxxxxxxxxx • Xxxxx Xxxxx • Xxxxxxx Xxxx • Xxxxx Xxxx • Xxxxx XxXxxxx • Xxxxx Xxxxx • Xxxx Xxxxxx • Xx Xxx • Xxxxxxx Xxxxxx • Xxxxx Xxxxxxx • Xxxxxx Xxxx • Ocumension Therapeutics Exhibit I Form of Lock-Up Agreement [•], 2023 X.X. XXXXXX SECURITIES LLC As Representative of the several Underwriters c/o X.X. Xxxxxx Securities LLC $ 18,000,000 PNC Capital Markets 000 Xxxxxxx Xxxxxx New York, New York 10179 Re: EYEPOINT PHARMACEUTICALS, INC. – Public Offering of Shares of Common Stock Ladies and Gentlemen: This letter agreement (“Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) by and among EyePoint Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and X.X. Xxxxxx Securities LLC $ 18,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co.(“X.X. Xxxxxx”), LLC $ 18,000,000 Total $ 400,000,000 SCHEDULE IIas representative (the “Representative”) of a group of underwriters (collectively, the “Underwriters”) to be named therein, relating to the proposed public offering (the “Offering”) of shares of the common stock, par value $0.001 per share (the “Common Stock”), of the Company. In order to induce the Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the Offering will confer upon the undersigned in his, her or its capacity as a securityholder and/or an officer or director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on the date hereof through and including the date that is the 60th day1 after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, and will not cause or direct any of his, her or its affiliates to, without the prior written consent of X.X. Xxxxxx, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, lend or otherwise dispose of, or, announce the intention to otherwise dispose of, any shares of Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”) as the same may be amended or supplemented from time to time (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into, or announce the intention to enter into, any swap, hedge or similar agreement or arrangement (including, without limitation, the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) that transfers, is designed to transfer or reasonably could be expected to transfer (whether by the undersigned or someone other than the undersigned) in whole or in part, directly or indirectly, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (the “Prohibited Activity”), or (iii) engage in, or announce the
Appears in 1 contract
Samples: Underwriting Agreement (EyePoint Pharmaceuticals, Inc.)
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)) and the requirements of 31.C.F.R. §1010.230), 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. [Signature Pages Follow] If the foregoing letter is in accordance with your understanding of our agreementunderstanding, please sign and return to us indicate your acceptance of this Agreement by signing in the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its termsspace provided below. Very truly yours, PACKAGING RANGE RESOURCES CORPORATION OF AMERICA By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Sr. VP – Finance and Controller [PCA – Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed on Schedule I By: Deutsche Bank Securities Inc. By: /s/ Xxxx X. Xxxxxxxxxx Authorized Officer ByXxxxxxx Name: /s/ Xxxxx Xxxxx Authorized Officer ByXxxx X. Xxxxxxx Title: Xxxxx Fargo SecuritiesSVP-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 Xxxxxx Authorized Officer [PCA – Underwriting Agreement] SCHEDULE I Name: Xxxx X. Xxxxxxx Title: SVP-CFO & Treasurer BofA Securities, Inc. For itself and on behalf of the several Initial Purchasers listed in Schedule of Underwriters Underwriter Aggregate 1 hereto. BOFA SECURITIES, INC. By: /s/ Xxxxx Xxxx-Xxx Name: Xxxxx Xxxx-Xxx Title: Director Schedule 1 Initial Purchaser Principal Amount of Notes to be Purchased Deutsche Bank Securities Inc. $ 104,000,000 Xxxxx Fargo Securities, LLC $ 104,000,000 BofA Securities, Inc. $ 34,000,000 137,500,000 X.X. Xxxxxx Securities LLC 99,000,000 Xxxxx Fargo Securities 60,500,000 Citigroup Global Markets Inc. 33,000,000 BMO Capital Markets Corp. 27,500,000 Mizuho Securities USA LLC $ 34,000,000 U.S. Bancorp Investments, 27,500,000 Barclays Capital Inc. $ 34,000,000 BMO Capital Markets Corp. $ 18,000,000 Citigroup Global Markets Inc. $ 18,000,000 X.X. Xxxxxx 22,000,000 Credit Suisse Securities (USA) LLC $ 18,000,000 22,000,000 Natixis Securities Americas LLC 22,000,000 PNC Capital Markets LLC $ 18,000,000 Xxxxxxx 22,000,000 ABN AMRO Securities (USA) LLC 11,000,000 BBVA Securities Inc. 8,250,000 BOK Financial Securities, Inc. 8,250,000 SunTrust Xxxxxxxx Xxxxx & Co.Xxxxxxxx, Inc. 8,250,000 Capital One Securities, Inc. 5,500,000 Credit Agricole Securities (USA) Inc. 5,500,000 MUFG Securities Americas Inc. 5,500,000 RBC Capital Markets, LLC $ 18,000,000 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 $ 400,000,000 SCHEDULE II550,000,000 Schedule 1 Annex A [Form of Opinion of Counsel for the Company]
Appears in 1 contract
Samples: Range Resources Corp
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 the Representatives’ understanding of our agreement, please kindly sign and return to us the enclosed duplicates Company one of the counterparts hereof, whereupon it will become a binding agreement among between the Company Company, the Guarantors and the several Underwriters in accordance with its terms. Very truly yours, PACKAGING CORPORATION OF AMERICA B&G FOODS, INC. By: /s/ Xxxxxx Xxxxx X. Xxxxxx Xxxxx Name: Xxxxxx Xxxxx X. Xxxxxx Xxxxx Title: Sr. VP – Executive Vice President of Finance and Controller [PCA – Underwriting Agreement] 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 and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. XXXXX FARGO SECURITIES, LLC As Acting on behalf of itself and as the Representatives of the several Underwriters listed on Schedule I By: Deutsche Bank Securities Inc. BARCLAYS CAPITAL INC. By: /s/ Xxxx X. Xxxxxxxxxx Authorized Officer ByXxxxxx Xxxxxx Name: /s/ Xxxxx Xxxxx Authorized Officer ByXxxxxx Xxxxxx Title: Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Authorized Officer [PCA – Underwriting Agreement] Managing Director SCHEDULE I Schedule of Underwriters A Underwriter Aggregate Principal Amount of Notes to be Purchased Securities Barclays Capital Inc. $ 110,000,000 Deutsche Bank Securities Inc. $ 104,000,000 Xxxxx Fargo Securities82,500,000 RBC Capital Markets, LLC $ 104,000,000 82,500,000 BofA Securities, Inc. $ 34,000,000 Mizuho Securities USA LLC $ 34,000,000 U.S. Bancorp Investments, Inc. $ 34,000,000 48,125,000 BMO Capital Markets Corp. $ 18,000,000 48,125,000 Xxxxxxx Sachs & Co. LLC $ 48,125,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One Securities, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 18,000,000 X.X. Xxxxxx 13,750,000 Citizens Capital Markets, Inc. $ 13,750,000 Credit Suisse Securities (USA) LLC $ 18,000,000 PNC Capital Markets 13,750,000 Rabo Securities USA, Inc. $ 13,750,000 TD Securities (USA) LLC $ 18,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $ 18,000,000 13,750,000 Total $ 400,000,000 550,000,000 SCHEDULE IIB
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Compliance with USA Patriot Act. In The parties hereto acknowledge that in accordance with the requirements of the USA Patriot 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 agreementunderstanding, please sign and return to us indicate your acceptance of this Agreement by signing in the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its termsspace provided below. Very truly yours, PACKAGING CORPORATION OF AMERICA NORTHERN OIL AND GAS, INC. By: /s/ Xxxxxx X. Xxxxxx Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxx Xxxxxxx Xxxxx Title: Sr. VP – Finance and Controller [PCA – Underwriting Agreement] The foregoing Chief Executive Officer Signature Page to Underwriting Agreement is hereby confirmed Accepted: RBC Capital Markets, LLC, for itself and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. XXXXX FARGO SECURITIES, LLC As Representatives on behalf of the several Underwriters listed on in Schedule I By: Deutsche Bank Securities Inc. 1 hereto. By: /s/ Xxxx X. Xxxxxxxxxx Authorized Officer J. Xxxxx Xxxxxxxxx Name: J. Xxxxx Xxxxxxxxx Title: Managing Director Head of Global Energy Leveraged Finance Canaccord Genuity Inc., as qualified independent underwriter By: /s/ Xxxxx Xxxxx Authorized Officer ByXxxxxxxxx Xxxxxx Name: Xxxxx Fargo Securities, LLC ByXxxxxxxxx Xxxxxx Title: /s/ Xxxxxxx Xxxxxx Authorized Officer [PCA – Underwriting Agreement] SCHEDULE I Schedule of Managing Director Underwriters Underwriter Aggregate Principal Amount of Notes to be Purchased Deutsche Bank Securities Inc. $ 104,000,000 Xxxxx Fargo SecuritiesRBC Capital Markets, LLC $ 104,000,000 BofA Securities61,225,000 BMO Capital Markets Corp. 20,408,000 Scotia Capital (USA) Inc. 20,408,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 34,000,000 Mizuho Securities USA LLC $ 34,000,000 20,408,000 KeyBanc Capital Markets Inc. 12,245,000 U.S. Bancorp Investments, Inc. $ 34,000,000 BMO 12,245,000 Capital One Southcoast, Inc. 10,204,000 Canaccord Genuity Inc. 10,204,000 BB&T Capital Markets, a division of BB&T Securities, LLC 6,122,000 BOSC, Inc. 6,122,000 ING Financial Markets Corp. $ 18,000,000 Citigroup Global Markets Inc. $ 18,000,000 LLC 6,122,000 X.X. Xxxxxx Securities LLC $ 18,000,000 PNC Capital Markets LLC $ 18,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co.Company 4,082,000 Global Hunter Securities, LLC $ 18,000,000 4,082,000 Santander Investment Securities Inc. 4,082,000 Macquarie Capital (USA) Inc. 2,041,000 Total $ 400,000,000 SCHEDULE II200,000,000
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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)) and the requirements of 31.C.F.R. §1010.230), 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. [(Signature Pages Follow] page follows) If the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Company Company, the Guarantor, and the several Underwriters in accordance with its termsInitial Purchasers. Very truly yours, PACKAGING CORPORATION OF AMERICA Company: ENLINK MIDSTREAM, LLC By: EnLink Midstream Manager, LLC, its managing member By: /s/ Xxxxxx Xxxxx X. Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxx Xxxxxxx Title: Sr. VP – Finance Executive Vice President and Controller [PCA – Underwriting Agreement] Chief Financial Officer Guarantor: ENLINK MIDSTREAM PARTNERS, 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 The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed on specified in Schedule I By: Deutsche Bank Securities hereto. BofA Securities, Inc. By: /s/ Xxxx X. Xxxxxxxxxx Authorized Officer ByXxx Xxxxxxxx Name: /s/ Xxxxx Xxxxx Authorized Officer ByXxx Xxxxxxxx Title: Managing Director For itself and the other several Initial Purchasers named in Schedule II to the foregoing Agreement. SCHEDULE I Purchase Agreement dated December 14, 2020 Representative: BofA Securities, Inc. Title, Purchase Price and Description of Securities: Title: 5.625% Senior Notes due 2028 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 SCHEDULE II Initial Purchasers Principal Amount of Securities to be Purchased BofA Securities, Inc. $ 100,000,000 Citigroup Global Markets Inc. 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 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 25,000,000 Truist Securities, Inc. 25,000,000 Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Authorized Officer [PCA – Underwriting Agreement] SCHEDULE I Schedule of Underwriters Underwriter Aggregate Principal Amount of Notes to be Purchased Deutsche Bank Securities Inc. $ 104,000,000 Xxxxx Fargo Securities, LLC $ 104,000,000 BofA 25,000,000 Comerica Securities, Inc. $ 34,000,000 Mizuho Securities USA LLC $ 34,000,000 12,500,000 Xxxxxxx Xxxxx & Associates, Inc. 12,500,000 U.S. Bancorp Investments, Inc. 12,500,000 Total $ 34,000,000 BMO Capital Markets Corp. $ 18,000,000 Citigroup Global Markets Inc. $ 18,000,000 X.X. Xxxxxx Securities LLC $ 18,000,000 PNC Capital Markets LLC $ 18,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co.500,000,000 SCHEDULE III Operating Subsidiaries Entity Jurisdiction of Formation EnLink Midstream Partners, LP Delaware EnLink Midstream GP, LLC $ 18,000,000 Total $ 400,000,000 Delaware EnLink Midstream Operating GP, LLC Delaware EnLink Midstream Operating, LP Delaware EnLink Midstream Holdings GP, LLC Delaware EnLink Midstream Holdings, LP Delaware EnLink Midstream Services, LLC Texas EnLink NGL Pipeline, LP Texas EnLink North Texas Gathering, LP Texas EnLink Oklahoma Gas Processing, LP Delaware XXX-STACK, LLC Delaware EnLink Energy GP, LLC Delaware Other Company Entities Entity Jurisdiction of Formation EnLink Midstream, LLC Delaware EnLink Midstream Manager, LLC Delaware SCHEDULE IIIV Pricing Supplement [See attached.] ENLINK MIDSTREAM, LLC Pricing Term Sheet
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