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, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, AGILENT TECHNOLOGIES, INC. By: /s/ Xxxxxxxxx Xxxxxxx Name:Xxxxxxxxx Xxxxxxx Title: Vice President and Treasurer Accepted as of the date hereof BOFA SECURITIES, INC., MIZUHO SECURITIES USA LLC and XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto. BOFA SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director MIZUHO SECURITIES USA LLC By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Vice President XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director BofA Securities, Inc. $ 140,000,000 Mizuho Securities USA LLC 140,000,000 Xxxxx Fargo Securities, LLC 140,000,000 Academy Securities, Inc. 20,000,000 HSBC Securities (USA) Inc. 20,000,000 KeyBanc Capital Markets Inc. 20,000,000 Penserra Securities LLC 20,000,000 Total $ 500,000,000 Free Writing Prospectus (consisting of a pricing term sheet substantially in the form of Annex B hereto) dated June 1, 2020.
Appears in 1 contract
Samples: Underwriting Agreement (Agilent Technologies, 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)), 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. Each of the parties hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. 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, AGILENT TECHNOLOGIESyours AVNET, INC. By: /s/ Xxxxxxxxx Xxxxxx Xxxxxxx Name:Xxxxxxxxx : Xxxxxx Xxxxxxx Title: Vice President and Treasurer Accepted as of the date hereof BOFA SECURITIES, INC., MIZUHO SECURITIES USA LLC and XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto. Chief Financial Officer BOFA SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director MIZUHO X.X. XXXXXX SECURITIES USA LLC By: /s/ Xxxxxx Xxxxxxxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Xxxxxxxxx Title: Vice President Managing Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director For themselves and on behalf of the several Underwriters listed in Schedule B hereto. Pricing Term Sheet, dated May 4, 2021, relating to the Securities, as filed pursuant to Rule 433 under the Act. Issuer: Avnet, Inc. Ratings (Xxxxx’x / S&P / Fitch)*: Intentionally excluded. Principal Amount: $300,000,000 Trade Date: May 4, 2021 Settlement Date: May 6, 2021 (T+2) Maturity: May 15, 2031 Coupon (Interest Rate): 3.000% Yield to Maturity: 3.091% Price to Public: 99.220% of the principal amount Spread to Benchmark Treasury: 150 basis points Benchmark Treasury: 1.125% due February 15, 2031 Benchmark Treasury Price and Yield: 95-25+; 1.591% Interest Payment Dates: Semi-annually on May 15 and November 15 of each year, commencing on November 15, 2021 Make-Whole Call: Make-whole call at any time prior to February 15, 2031 at the greater of 100% of the principal amount of the notes being redeemed or the discounted present value of the remaining scheduled payments of principal and interest at the treasury rate plus 25 basis points, plus accrued and unpaid interest to the date of redemption. Par Call: At any time on or after February 15, 2031, we may redeem all or any part of the notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon. Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 CUSIP Number: 000000XX0 ISIN Number: US053807AU73 Joint Book-Running Managers: BofA Securities, Inc. $ 140,000,000 Mizuho X.X. Xxxxxx Securities USA LLC 140,000,000 Xxxxx Fargo Securities, LLC 140,000,000 Senior Co-Managers BNP Paribas Securities Corp. Mizuho Securities USA LLC MUFG Securities Americas Inc. Scotia Capital (USA) Inc. Truist Securities, Inc. Junior Co-Managers Academy Securities, Inc. 20,000,000 Commerz Markets LLC HSBC Securities (USA) Inc. 20,000,000 KeyBanc KBC Securities USA LLC Loop Capital Markets LLC PNC Capital Markets LLC X. Xxxxxxx & Co., LLC Xxxxxxx Xxxxxxxx Shank & Co., LLC SMBC Nikko Securities America, Inc. 20,000,000 Penserra Standard Chartered Bank U.S. Bancorp Investments, Inc. UniCredit Capital Markets LLC *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. 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., X.X. Xxxxxx Securities LLC 20,000,000 or Xxxxx Fargo Securities, LLC can arrange to send you the prospectus if you request it by calling or e-mailing BofA Securities, Inc. at 1-800-294-1322 or xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx; X.X. Xxxxxx Securities LLC at 000-000-0000; or Xxxxx Fargo Securities, LLC at 1-800-645- 3751. BofA Securities, Inc. $ 63,000,000 X.X. Xxxxxx Securities LLC 63,000,000 Xxxxx Fargo Securities, LLC 63,000,000 BNP Paribas Securities Corp. 13,200,000 Mizuho Securities USA LLC 13,200,000 MUFG Securities Americas Inc. 13,200,000 Scotia Capital (USA) Inc. 13,200,000 Truist Securities, Inc. 13,200,000 Academy Securities, Inc. 6,000,000 Commerz Markets LLC 3,000,000 HSBC Securities (USA) Inc. 3,000,000 KBC Securities USA LLC 3,000,000 Loop Capital Markets LLC 6,000,000 PNC Capital Markets LLC 6,000,000 X. Xxxxxxx & Co., LLC 3,000,000 Xxxxxxx Xxxxxxxx Shank & Co., LLC 3,000,000 SMBC Nikko Securities America, Inc. 3,000,000 Standard Chartered Bank 3,000,000 U.S. Bancorp Investments, Inc. 3,000,000 UniCredit Capital Markets LLC 3,000,000 Total $ 500,000,000 Free Writing 300,000,000
1. The last paragraph on the cover page of the Prospectus (consisting Supplement concerning delivery of a pricing term sheet substantially the Securities;
2. The concession and reallowance amounts appearing in the form fifth paragraph of Annex B hereto) dated June 1text under the caption “Underwriting” on page S-28 of the Prospectus Supplement;
3. The third sentence of the seventh paragraph under the caption “Underwriting” on page S-28 of the Prospectus Supplement concerning market-making activities for the Securities;
4. The ninth and tenth paragraphs of text under the caption “Underwriting” on page S-29 of the Prospectus Supplement, 2020concerning stabilizing transactions; and
5. The fourteenth paragraph of text under the caption “Underwriting” on page S-29 of the Prospectus Supplement, concerning hedging transactions.
Appears in 1 contract
Samples: Underwriting Agreement (Avnet 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)), 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. Each of the parties hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. 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, AGILENT TECHNOLOGIESyours AVNET, INC. By: /s/ Xxxxxxxxx Xxxxxx Xxxxxxx Name:Xxxxxxxxx : Xxxxxx Xxxxxxx Title: Vice President and Treasurer Accepted as of the date hereof BOFA SECURITIES, INC., MIZUHO Chief Financial Officer BNP PARIBAS SECURITIES USA LLC and XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed in Schedule 1 heretoCORP. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director BOFA SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director MIZUHO X.X. XXXXXX SECURITIES USA LLC By: /s/ Xxxxxx Xxxxxxxxxxx Som Xxxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Som Xxxxxxxxxxxxx Title: Vice President XXXXX FARGO SECURITIESExecutive Director For themselves and on behalf of the several Underwriters listed in Schedule C hereto. Pricing Term Sheet, LLC Bydated May 12, 2022, relating to the Securities, as filed pursuant to Rule 433 under the Act. Issuer: /s/ Xxxxxxx Xxxxxx NameAvnet, Inc. Ratings (Moody’s / S&P / Fitch)*: Xxxxxxx Xxxxxx TitleIntentionally excluded. Principal Amount: Director $300,000,000 Trade Date: May 12, 2022 Settlement Date**: May 23, 2022 (T+7) Maturity: June 1, 2032 Coupon (Interest Rate): 5.500% Yield to Maturity: 5.501% Price to Public: 99.991% of the principal amount Spread to Benchmark Treasury: +265 basis points Benchmark Treasury: 1.875% due February 15, 2032 Benchmark Treasury Price and Yield: 91-23+; 2.851% Interest Payment Dates: Semi-annually on June 1 and December 1 of each year, commencing on December 1, 2022 Make-Whole Call: Make-whole call at any time prior to March 1, 2032 at the greater of (i) the sum of the present values of the remaining scheduled payments of principal and interest discounted at the treasury rate plus 40 basis points less interest accrued to, but excluding, the redemption date and (ii) 100% of the principal amount of the notes being redeemed, plus, in either case, accrued and unpaid interest to, but excluding, the redemption date. Par Call: At any time on or after March 1, 2032, we may redeem all or any part of the notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to, but excluding, the redemption date. Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 CUSIP Number: 053807 AV5 ISIN Number: US053807AV56 Joint Book-Running Managers: BNP Paribas Securities Corp. BofA Securities, Inc. $ 140,000,000 X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC 140,000,000 MUFG Securities Americas Inc. Scotia Capital (USA) Inc. Senior Co-Managers SMBC Nikko Securities America, Inc. Truist Securities, Inc. Xxxxx Fargo Securities, LLC 140,000,000 Junior Co-Managers Academy Securities, Inc. 20,000,000 Commerz Markets LLC HSBC Securities (USA) Inc. 20,000,000 KeyBanc KBC Securities USA LLC PNC Capital Markets LLC Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC Standard Chartered Bank U.S. Bancorp Investments, Inc. 20,000,000 Penserra UniCredit Capital Markets LLC *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. **Note: It is expected that delivery of the notes will be made against payment therefor on or about May 23, 2022, which is the seventh business day following the date hereof (such settlement cycle being referred to as “T+7”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the second business day before the delivery of the notes will be required, by virtue of the fact that the notes initially will settle in T+7, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the delivery of the notes should consult their own advisors. 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, BNP Paribas Securities Corp., BofA Securities, Inc. or X.X. Xxxxxx Securities LLC 20,000,000 can arrange to send you the prospectus if you request it by calling or e-mailing BNP Paribas Securities Corp. at 0-000-000-0000; BofA Securities, Inc. at 0-000-000-0000 or xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx; or X.X. Xxxxxx Securities LLC at 000-000-0000. Electronic road show presentation, dated May 12, 2022. BNP Paribas Securities Corp. $ 60,000,000 BofA Securities, Inc. 60,000,000 X.X. Xxxxxx Securities LLC 60,000,000 Mizuho Securities USA LLC 12,000,000 MUFG Securities Americas Inc. 12,000,000 Scotia Capital (USA) Inc. 12,000,000 SMBC Nikko Securities America, Inc. 9,000,000 Truist Securities, Inc. 9,000,000 Xxxxx Fargo Securities, LLC 9,000,000 Academy Securities, Inc. 9,000,000 Commerz Markets LLC 6,000,000 HSBC Securities (USA) Inc. 6,000,000 KBC Securities USA LLC 6,000,000 PNC Capital Markets LLC 6,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC 6,000,000 Standard Chartered Bank 6,000,000 U.S. Bancorp Investments, Inc. 6,000,000 UniCredit Capital Markets LLC 6,000,000 Total $ 500,000,000 Free Writing 300,000,000
1. The last paragraph on the cover page of the Prospectus (consisting Supplement concerning delivery of a pricing term sheet substantially the Securities;
2. The concession and reallowance amounts appearing in the form sixth paragraph of Annex B hereto) dated June 1text under the caption “Underwriting” on page S-29 of the Prospectus Supplement;
3. The third sentence of the eighth paragraph under the caption “Underwriting” on page S-30 of the Prospectus Supplement concerning market-making activities for the Securities;
4. The tenth and eleventh paragraphs of text under the caption “Underwriting” on page S-30 of the Prospectus Supplement, 2020concerning stabilizing transactions; and
5. The fifteenth paragraph of text under the caption “Underwriting” on page S-31 of the Prospectus Supplement, concerning hedging transactions.
Appears in 1 contract
Samples: Underwriting Agreement (Avnet 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)), 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. Each of the parties hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. 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, AGILENT TECHNOLOGIESAVNET, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President, Chief Financial Officer and Assistant Secretary [Underwriting Agreement] X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxx Name:: Xxxxxx Xxxxxxxxx Xxxxxxx Title: Vice President and Treasurer Accepted as of the date hereof BOFA SECURITIESXXXXXXX LYNCH, INC.PIERCE, MIZUHO SECURITIES USA LLC and XXXXXX & XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto. BOFA SECURITIES, INC. INCORPORATED By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director MIZUHO SECURITIES USA For themselves and on behalf of the several Underwriters listed in Schedule B hereto. [Underwriting Agreement] Pricing Term Sheet, dated March 21, 2016, relating to the Securities, as filed pursuant to Rule 433 under the Act. X.X. Xxxxxx Securities LLC By: /s/ $ 173,250,000 Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Vice President XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director BofA Securities& Xxxxx Incorporated $ 173,250,000 Mitsubishi UFJ Securities (USA), Inc. $ 140,000,000 55,000,000 BNP Paribas Securities Corp. $ 27,500,000 Mizuho Securities USA Inc. $ 27,500,000 Scotia Capital (USA) Inc. $ 27,500,000 BB&T Capital Markets, a division of BB&T Securities, LLC 140,000,000 $ 16,500,000 PNC Capital Markets LLC $ 16,500,000 SMBC Nikko Securities America, Inc. $ 16,500,000 Xxxxx Fargo Securities, LLC 140,000,000 Academy Securities, Inc. 20,000,000 HSBC Securities (USA) Inc. 20,000,000 KeyBanc Capital Markets Inc. 20,000,000 Penserra Securities LLC 20,000,000 $ 16,500,000 Total $ 500,000,000 Free Writing 550,000,000
1. The last paragraph of the cover page of the Prospectus (consisting Supplement concerning delivery of a pricing term sheet substantially the Securities;
2. The concession and reallowance amounts appearing in the form third paragraph of Annex B hereto) dated June 1text under the caption “Underwriting (Conflicts of Interest)” on page S-31 of the Prospectus Supplement;
3. The third sentence of the seventh paragraph under the caption “Underwriting (Conflicts of Interest)” on page S-31 of the Prospectus Supplement concerning market-making activities for the Securities;
4. The eighth paragraph of text under the caption “Underwriting (Conflicts of Interest)” on page S-31 of the Prospectus Supplement, 2020concerning stabilizing transactions; and
5. The tenth paragraph of text under the caption “Underwriting (Conflicts of Interest)” on page S-32 of the Prospectus Supplement, concerning hedging transactions.
Appears in 1 contract
Samples: Underwriting Agreement (Avnet 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)), 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. Each of the parties hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. 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, AGILENT TECHNOLOGIESyours AVNET, INC. By: /s/ Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Name:Xxxxxxxxx : Xxxxxxx X. Xxxxxxxx Title: Vice President and Treasurer Accepted as of the date hereof BOFA SECURITIES, INC., MIZUHO SECURITIES USA LLC and XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto. Chief Financial Officer BOFA SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director MIZUHO X.X. XXXXXX SECURITIES USA LLC By: /s/ Xxxxxx Xxxxxxxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Xxxxxxxxx Title: Vice President XXXXX FARGO SECURITIES, LLC Executive Director SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxxxx Xxxxxx Xxxx Xxxx Name: Xxxxxxx Xxxx Xxxx Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director For themselves and on behalf of the several Underwriters listed in Schedule C hereto. Pricing Term Sheet, dated March 6, 2023, relating to the Securities, as filed pursuant to Rule 433 under the Act. Issuer: Avnet, Inc. Ratings (Xxxxx’x / S&P / Fitch)*: [Intentionally omitted] Principal Amount: $500,000,000 Trade Date: Xxxxx 0, 0000 Xxxxxxxxxx Date**: March 9, 2023 (T+3) Maturity: March 15, 2028 Coupon (Interest Rate): 6.250% Yield to Maturity: 6.315% Price to Public: 99.723% of the principal amount Spread to Benchmark Treasury: +205 basis points Benchmark Treasury: 4.00% due February 29, 2028 Benchmark Treasury Price and Yield: 98-26 1⁄4; 4.265% Interest Payment Dates: Semi-annually on March 15 and September 15 of each year, commencing on September 15, 2023 Make-Whole Call: Make-whole call at any time prior to February 15, 2028 at the greater of (i) the sum of the present values of the remaining scheduled payments of principal and interest discounted at the treasury rate plus 35 basis points less interest accrued to, but excluding, the redemption date and (ii) 100% of the principal amount of the notes being redeemed, plus, in either case, accrued and unpaid interest to, but excluding, the redemption date. Par Call: At any time on or after February 15, 2028, we may redeem all or any part of the notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to, but excluding, the redemption date. Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 CUSIP Number: 053807 AW3 ISIN Number: US053807AW30 Joint Book-Running Managers: BofA Securities, Inc. $ 140,000,000 Mizuho X.X. Xxxxxx Securities USA LLC 140,000,000 Scotia Capital (USA) Inc. Truist Securities, Inc. Passive Bookrunners BNP Paribas Securities Corp. SMBC Nikko Securities America, Inc. Xxxxx Fargo Securities, LLC 140,000,000 Senior Co-Managers Academy Securities, Inc. 20,000,000 Commerz Markets LLC HSBC Securities (USA) Inc. 20,000,000 Santander US Capital Markets LLC Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC Junior Co-Managers Huntington Securities, Inc. KBC Securities USA LLC KeyBanc Capital Markets Inc. 20,000,000 Penserra Loop Capital Markets LLC MUFG Securities Americas Inc. Standard Chartered Bank U.S. Bancorp Investments, Inc. UniCredit Capital Markets LLC * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Note: It is expected that delivery of the notes will be made against payment therefor on or about March 9, 2023, which is the third business day following the date hereof (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the second business day before the delivery of the notes will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the delivery of the notes should consult their own advisors. 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., X.X. Xxxxxx Securities LLC, Scotia Capital (USA) Inc. or Truist Securities, Inc. can arrange to send you the prospectus if you request it by calling or e-mailing BofA Securities, Inc. at 0-000-000-0000 or xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx; X.X. Xxxxxx Securities LLC at 0-000-000-0000 (collect); Scotia Capital (USA) Inc. at 0-000-000-0000; or Truist Securities, Inc. at 0-000-000-0000 or xxxxxxxxxxxxxxxx.xxxxxxxxxx@xxxxxx.xxx. Electronic road show presentation, dated March 6, 2023. BofA Securities, Inc. $ 80,000,000 X.X. Xxxxxx Securities LLC $ 80,000,000 Scotia Capital (USA) Inc. $ 80,000,000 Truist Securities, Inc. $ 80,000,000 BNP Paribas Securities Corp. $ 20,000,000 SMBC Nikko Securities America, Inc. $ 20,000,000 Xxxxx Fargo Securities, LLC $ 20,000,000 Academy Securities, Inc. $ 20,000,000 Commerz Markets LLC $ 15,000,000 HSBC Securities (USA) Inc. $ 15,000,000 Santander US Capital Markets LLC $ 15,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $ 15,000,000 Huntington Securities, Inc $ 5,000,000 KBC Securities USA LLC $ 5,000,000 KeyBanc Capital Markets Inc. $ 5,000,000 Loop Capital Markets LLC $ 5,000,000 MUFG Securities Americas Inc. $ 5,000,000 Standard Chartered Bank $ 5,000,000 U.S. Bancorp Investments, Inc. $ 5,000,000 UniCredit Capital Markets LLC $ 5,000,000 Total $ 500,000,000 Free Writing 500,000,000
1. The last paragraph on the cover page of the Prospectus (consisting Supplement concerning delivery of a pricing term sheet substantially the Securities;
2. The concession and reallowance amounts appearing in the form sixth paragraph of Annex B hereto) dated June 1text under the caption “Underwriting (Conflicts of Interest)” on page S-30 of the Prospectus Supplement;
3. The third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of Interest)” on page S-31 of the Prospectus Supplement concerning market-making activities for the Securities;
4. The tenth and eleventh paragraphs of text under the caption “Underwriting (Conflicts of Interest)” on page S-31 of the Prospectus Supplement, 2020concerning stabilizing transactions; and
5. The fifteenth paragraph of text under the caption “Underwriting (Conflicts of Interest)” on page S-32 of the Prospectus Supplement, concerning hedging transactions.
Appears in 1 contract
Samples: Underwriting Agreement (Avnet 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)), the Underwriters are required to obtain, verify and record information that identifies their respective its clients, including the CompanyCompany and the Parent Guarantor, which information may include the name and address of their respective its 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 understandingcorrectly sets forth the agreement between the Company, the Parent Guarantor and the Underwriters, please indicate your acceptance of this Agreement by signing in the space provided for that purpose below. Very truly yours, AGILENT TECHNOLOGIES, INC. By: /s/ Xxxxxxxxx Xxxxxxx Name:Xxxxxxxxx Xxxxxxx Title: Vice President and Treasurer Accepted as of the date hereof BOFA SECURITIES, INC., MIZUHO SECURITIES USA LLC and XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto. BOFA SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director MIZUHO SECURITIES USA LLC By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Vice President XXXXX FARGO SECURITIES, LLC MOHAWK CAPITAL FINANCE S.A. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Class A Director BofA MOHAWK CAPITAL FINANCE S.A. By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Class B Director MOHAWK INDUSTRIES, INC. By: /s/ Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: Vice President and Treasurer Accepted: BARCLAYS BANK PLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Director Barclays Bank PLC € 300,000,000 Total € 300,000,000 Issuer: Mohawk Capital Finance S.A. Guarantor: Mohawk Industries, Inc. Status: Senior, unsecured Principal Amount: EUR 300,000,000 Offering Format: SEC Registered Issue Price: 100.248% Redemption Price: 100.000% Trade Date: August 28, 2019 Issue Date: September 4, 2019 Maturity Date: September 4, 2021 Discount Margin: 3M EURBIOR + 30 bps Rate of Interest: 3M EURIBOR + 20 bps Minimum Rate of Interest: EUR 0.00% pa Interest Payment Dates: Quarterly on 4 December, 4 March, 4 June and 4 September in each year from and including 4 December 2019 up to and including the Maturity Date Interest Rate Determination: Screen Rate Determination Relevant Screen Page: Reuters EURIBOR01 Interest Rate Determination Date(s): The second day on which the TARGET2 System is open prior to the start of each Interest Period Day Count Fraction: Actual/360 Payment Day Convention: Modified Following Business Day Convention Coupon Payment Convention: Adjusted Call Option: None Clearing: Euroclear / Clearstream Notes Format: Registered, Classic Global Note Eurosystem Eligible: Not intended Dealer: Barclays Bank PLC Principal Paying Agent: Elavon Financial Services DAC Calculation Agent: Principal Paying Agent Trustee: U.S. Bank National Association Listing: New York Stock Exchange Payment Business Days: New York, London, TARGET2 Documentation: Preliminary Prospectus Supplement dated August 28, 2019 Governing Law: New York ISIN Code: XS2049614170 Denominations: EUR 100,000 x EUR 100,000 We expect that delivery of the notes will be made against payment therefor on or about the closing date which will be on or about the fourth business day following the date of pricing of the notes (this settlement cycle being referred to as “T+4”). 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 notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+4, 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.
1. Pricing Term Sheet, dated August 28, 2019, relating to the Securities, Inc. $ 140,000,000 Mizuho as filed pursuant to Rule 433 under the Securities USA LLC 140,000,000 Xxxxx Fargo SecuritiesAct, LLC 140,000,000 Academy Securities, Inc. 20,000,000 HSBC Securities (USA) Inc. 20,000,000 KeyBanc Capital Markets Inc. 20,000,000 Penserra Securities LLC 20,000,000 Total $ 500,000,000 Free Writing Prospectus (consisting of a pricing term sheet substantially in the form of Annex B which is set forth on Schedule 2 hereto) dated June 1, 2020.. Barclays Bank PLC 0 Xxx Xxxxx Xxxxxxxxx Xxxxxx Wharf Xxxxxx X00 0XX Xxxxxx Xxxxxxx
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, understanding please indicate your acceptance of this Agreement by signing in the space provided for that purpose below. Very truly yours, AGILENT TECHNOLOGIES, INC. By: /s/ Xxxxxxxxx Xxxxxxx Name:Xxxxxxxxx Xxxxxxx Title: Vice President and Treasurer Accepted as of the date hereof BOFA SECURITIES, INC., MIZUHO SECURITIES USA LLC and XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto. BOFA SECURITIESEYEPOINT PHARMACEUTICALS, INC. By: /s/ Xxxxxx Xxxxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer Accepted as of the date first above written: X.X. XXXXXX SECURITIES LLC Acting on its own behalf and as Representative of several Underwriters listed on Schedule A to this Agreement. By: X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xx Name: Xxxxx Xx Title: Managing Director MIZUHO SECURITIES USA Name Number of Shares of Firm Stock to be Purchased Number of Shares of Optional Stock to be Purchased X.X. Xxxxxx Securities LLC By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Vice President XXXXX FARGO SECURITIES5,536,364 830,454 Citigroup Global Markets Inc. 3,436,364 515,454 Guggenheim Securities, LLC By: /s/ Xxxxxxx 2,354,546 353,182 Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director BofA Securities, Inc. $ 140,000,000 X. Xxxxx & Co. Incorporated 572,727 85,909 Mizuho Securities USA LLC 140,000,000 572,727 85,909 JonesTrading Institutional Services LLC 254,545 38,182 Total 12,727,273 1,909,090 None. Firm Stock to be Sold: 12,727,273 shares Offering Price: $11.00 per share Underwriting Discounts and Commissions: 6% Estimated Net Proceeds to the Company (after underwriting discounts and commissions, but before transaction expenses): $131,600,002.82 • Xxxxx Fargo Securities, Xxxxxx • Xxx Xxxxx • Xxxxxx Xxxxxx • Xxxxxx Xxxxxxx • Xxxxx Xxxx • Xxxxx XxXxxxx • Xxxx Xxxxxx • Xxxxx Xxxxxxx • Xxxxxx Duty • Xxxx Xxxxxx Form of Lock-Up Agreement X.X. XXXXXX SECURITIES LLC 140,000,000 Academy Securities, Inc. 20,000,000 HSBC Securities (USA) Inc. 20,000,000 KeyBanc Capital Markets Inc. 20,000,000 Penserra As Representative of the several Underwriters c/o X.X. Xxxxxx Securities LLC 20,000,000 Total $ 500,000,000 Free Writing Prospectus 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 (consisting “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 (“X.X. Xxxxxx”), as representative (the “Representative”) of a pricing term sheet substantially 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 day 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 intention to engage in, any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that is designed to or which reasonably could be expected to lead to or result in any Prohibited Activity during the Lock-Up Period. The restrictions set forth in the form immediately preceding paragraph shall not apply to:
(1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift, (b) to any member of Annex B heretothe immediate family (as defined below) dated June 1of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, 2020.(c) by will or intestate succession upon the death of the undersigned, (d) as a bona fide gift to a charity or educational institution, (e) pursuant to a domestic order, divorce settlement, divorce decree, separation agreement or pursuant to an order of a court of competent jurisdiction enforcing such agreement, or (f) to a corporation, limited liability company or partnership wholly owned by the undersigned and/or any member of the immediate family of the undersigned;
(2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any stockholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value;
(3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value;
(4) transactions relating to Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock acquired in open market transactions after completion of the Offering or pursuant to the Company’s employee stock purchase plan, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise) during the Lock-Up Period;
(5) the entry, by the undersigned, at any time on or after the date of the Underwriting Agreement, of any trading plan providing for the sale of Common Stock by the undersigned, which trading plan meets the requirements of Rule 10b5-1(c) (a “10b5-1 Plan”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provided, however, that (i) such 10b5-1 Plan does not provide for, or permit, the sale of any Common Stock during the Lock-Up Period and (ii) no public announcement regarding such 10b5-1 Plan will be made voluntarily during the Lock-Up Period and any required disclosure during the Lock-Up Period regarding such 10b5-1 Plan includes the restrictions set forth in this Agreement;
(6) transfers pursuant to a bona fide third-party tender offer for all outstanding shares of the Company, merger, consolidation or other similar transaction that is approved by the board of directors of the Company made to all holders of the Company’s securities involving a Change of Control (as defined below) of the Company (including, without limitation, the entering into of any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock in connection with such transaction, or vote any Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock in favor of any transaction), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the provisions of this Agreement. “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity), provided, however, that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s securities shall remain subject to the provisions of this Agreement; and
Appears in 1 contract
Samples: Underwriting Agreement (EyePoint Pharmaceuticals, 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)), 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 understandingcorrectly sets forth the agreement between the Company and the Underwriters, please indicate your acceptance of this Agreement by signing in the space provided for that purpose below. Very truly yours, AGILENT TECHNOLOGIESMOHAWK INDUSTRIES, INC. By: /s/ Xxxxxxxxx Xxxxxxx XXXXX X. XXXXXX Name:Xxxxxxxxx Xxxxxxx : Xxxxx X. Xxxxxx Title: Vice President Chief Financial Officer Accepted: BARCLAYS CAPITAL INC. X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED For themselves and Treasurer Accepted as of the date hereof BOFA SECURITIES, INC., MIZUHO SECURITIES USA LLC and XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed named in Schedule 1 hereto. BOFA SECURITIES, hereto By BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxxxx XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxxx Xxxxxxx Title: Managing Director MIZUHO By X.X. XXXXXX SECURITIES USA LLC By: /s/ Xxxxxx Xxxxxxxxxxx XXXXXXX X. XXXXXXX Name: Xxxxxx Xxxxxxxxxxx Xxxxxxx X. Xxxxxxx Title: Vice President Executive Director By XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX FARGO SECURITIES, LLC INCORPORATED By: /s/ Xxxxxxx Xxxxxx XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Managing Director BofA SecuritiesX.X. Xxxxxx Securities LLC $ 215,385,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 215,385,000 Barclays Capital Inc. 30,769,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 140,000,000 Mizuho Securities USA LLC 140,000,000 46,153,000 Xxxxx Fargo Securities, LLC 140,000,000 Academy Securities, Inc. 20,000,000 HSBC 46,153,000 ING Financial Markets LLC 9,231,000 Mitsubishi UFJ Securities (USA) ), Inc. 20,000,000 KeyBanc Capital Markets 9,231,000 Mizuho Securities USA Inc. 20,000,000 Penserra 9,231,000 Regions Securities LLC 20,000,000 Total $ 500,000,000 Free Writing Prospectus 9,231,000 U.S. Bancorp Investments, Inc. 9,231,000
1. Electronic (consisting Netroadshow) road show of a pricing term sheet substantially in the form Company relating to the offering of Annex B hereto) dated June 1, 2020the Notes.
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 Initial Purchasers 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 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, AGILENT TECHNOLOGIESBLACKLINE, INC. By: /s/ Xxxxxxxxx Xxxxxxx Xxxx Xxxxxx Name:Xxxxxxxxx Xxxxxxx : Xxxx Xxxxxx Title: Vice President and Treasurer Chief Financial Officer Accepted as of the date hereof BOFA SECURITIES, INC., MIZUHO SECURITIES USA Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Acting severally on behalf of themselves and XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed Initial Purchasers named in Schedule 1 I hereto. BOFA SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director MIZUHO SECURITIES USA Xxxxxxx & Co. LLC By: /s/ Xxxxxx Xxxxxxxxxxx Xxxxx Xxxxx Name: Xxxxxx Xxxxxxxxxxx Xxxxx Xxxxx Title: Vice President XXXXX FARGO SECURITIES, Executive Director By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxx Xxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxx Xxxxxxxxxxx Title: Managing Director BofA Securities, Inc. Xxxxxx Xxxxxxx & Co. LLC $ 140,000,000 Mizuho Securities USA 210,000,000 X.X. Xxxxxx LLC 140,000,000 Xxxxx Fargo Securities, LLC 140,000,000 Academy Securities, Inc. 20,000,000 HSBC Securities (USA) Inc. 20,000,000 $ 165,000,000 KeyBanc Capital Markets Inc. $ 20,000,000 Penserra Xxxxxxx Xxxxx & Associates, Inc. $ 20,000,000 Xxxxxxx Xxxxx & Company, L.L.C. $ 20,000,000 Total: $ 435,000,000
1. Preliminary Memorandum issued August 7, 2019
1. Investor presentation dated August 7, 2019
2. Pricing term sheet dated August 8, 2019, attached hereto as Exhibit B
1. Launch press release dated August 7, 2019
2. Pricing press release dated August 8, 2019 [Form of Lock-Up Letter] Lock-Up Agreement To the Initial Purchasers defined below Re: BlackLine, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxx & Co. LLC, X.X. Xxxxxx Securities LLC 20,000,000 Total $ 500,000,000 Free Writing Prospectus (consisting the “Representatives”) and one or more other initial purchasers, (collectively, the “Initial Purchasers”), to be named in an offering memorandum relating to the sale of Securities described below, propose to enter into a purchase agreement (the “Purchase Agreement”) with BlackLine, Inc., a Delaware corporation (the “Company”), providing for the private offering (the “Offering”) of the Company’s Convertible Senior Notes due 2024 (the “Securities”). The Securities will be convertible into cash, shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) or a combination of cash and Common Stock, at the Company’s election. In consideration of the agreement by the Initial Purchasers to offer and sell the Securities, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph, the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares, or transfer of any economic consequences of ownership, in whole or in part, directly or indirectly, of the Undersigned’s Shares, even if such shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option), or combination thereof, forward, swap or any other derivative transaction or instrument, however defined or described, with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares. The lock-up period will commence on the date of this Lock-Up Agreement and continue for 90 days after the date of closing of the Offering set forth in the Purchase Agreement (the “Offering Closing Date”) pursuant to the Purchase Agreement (the “Lock-Up Period”). Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) by will or intestate succession upon the death of the undersigned, provided that the transferee agrees to be bound in writing by the restrictions set forth herein, (iv) acquired in open market transactions on or after the Offering Closing Date, (v) to the Company in connection with the repurchase of shares of Common Stock issued pursuant to an employee benefit plan disclosed in the final offering memorandum used for the Offering, (vi) in connection with the “net” or “cashless” exercise or settlement of stock options, restricted stock units or other equity awards (including the transfer for the payment of taxes due as a result of such exercise whether by means of a pricing term sheet substantially “net settlement” or otherwise; provided that any such transfer shall only be permitted to the Company) pursuant to an employee benefit plan disclosed in the form final offering memorandum used for the Offering; provided, that any such shares of Annex B heretoCommon Stock received upon such exercise or settlement shall be subject to the terms of this Lock-Up Agreement; provided further, that if the undersigned is subject to Section 16 reporting with respect to the Company under the Exchange Act, any such exercise or settlement relates solely to stock options, restricted stock units or other equity awards that would otherwise expire during the Lock-Up Period, (vii) dated June 1by operation of law, 2020such as pursuant to a qualified domestic order or in connection with a divorce settlement; provided, that each such transferee executes an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Lock-Up Agreement, (viii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) transfers of the Undersigned’s Shares to another corporation, partnership, limited liability company, trust, limited partner, general partner or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or that is an investment vehicle controlled or managed by affiliates of the undersigned or (B) as part of a distribution without consideration by the undersigned to its stockholders, partners, members or other equity holders, provided that in the case of any transfer contemplated in (A) or (B) above, it shall be a condition of such transfer that each transferee thereof agree to be bound in writing by the restrictions set forth herein, (ix) pursuant to any bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s capital stock involving a change of control of the Company; provided, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Undersigned’s Shares shall remain subject to the provisions of this Lock-Up Agreement, (x) to the Initial Purchasers pursuant to the Purchase Agreement, or (xi) with the prior written consent of the Representatives. With respect to clauses (i) through (viii) above, it shall be a condition to such transfer that no filing under Section 16(a) of the Exchange Act nor any other public filing or disclosure of such transfer by or on behalf of any person shall be required or voluntarily made in connection with such transfer (other than a filing on Form 5 not filed during the Lock-Up Period); provided, however, that for the purpose of clause (vi) above, filings under Section 16(a) of the Exchange Act shall be permissible if such filings relate solely to “net” or “cashless” exercises or settlements of stock options, restricted stock units or other equity awards that would otherwise expire during the Lock-Up Period and any such filing include a statement to the effect that such transfer is being made in connection with a “net” or “cashless” exercise or settlement of stock options, restricted stock units or other equity awards, and the undersigned provides written notice to the Representatives no later than two business days prior to making any such filings. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin and “change of control” shall mean the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner of 90% or more of the total voting power of the voting stock of the Company. The undersigned now has, and, except as contemplated by clauses (i) through (xi) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions. In addition, no provision herein shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any (i) option or warrant to acquire shares of Common Stock, or (ii) any other security exchangeable or exercisable for, or convertible into, Common Stock that, in the case of any securities referred to in clauses (i) or (ii), are described in the offering memorandum used for the Offering, and are outstanding on the Offering Closing Date or issued during the Lock-Up Period; provided that (a) any “net” or “cashless” exercise or settlement shall comply with clause (vi) in the immediately preceding paragraph, (b) any Common Stock acquired by the undersigned upon any such exercise, exchange or conversion will also be subject to this Lock-Up Agreement and (c) the undersigned does not transfer the Common Stock acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this Lock-Up Agreement. Notwithstanding anything to the contrary contained herein, the undersigned may enter into a written trading plan established pursuant to Rule 10b5-1 of the Exchange Act during the Lock-Up Period, provided that no direct or indirect offers, sales, contracts to sell, pledges, sales of any option to purchase or other disposals of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock may be effected pursuant to such plan during the Lock-Up Period, and provided that no public disclosure of any such action or the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company during the Lock-Up Period. Notwithstanding the foregoing, sales of the Undersigned’s Shares may be effected pursuant to a trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act prior to the date hereof (an “existing plan”) or a trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act after the date hereof pursuant to an administrative transfer of an existing plan (a “transferred plan”), provided that, such transfer is consummated solely to change the broker dealer administering such existing plan and following the transfer, the transferred plan contains substantially identical terms as the existing plan, including with respect to the number of shares that may be sold, the relevant price(s) at which shares may be sold and the relevant time periods during which shares may be sold; provided further that any filing under Section 16(a) of the Exchange Act that is made in connection with any such sales during the Lock-up Period shall state that such sales have been executed under a trading plan pursuant to Rule 10b5-1 under the Exchange Act and shall also state the date such trading plan was adopted. Notwithstanding anything to the contrary contained herein, this Lock-Up Agreement will automatically terminate and the undersigned will be released from all of his, her or its obligations hereunder if the Purchase Agreement is executed but is terminated (other than the provisions thereof that survive termination) prior to payment for and delivery of the Securities to be sold thereunder. The terms of this Lock-Up Agreement shall not be amended without the prior written consent of the undersigned. Notwithstanding anything herein to the contrary, affiliates of the undersigned that have not separately signed a lock-up agreement may engage in brokerage, investment advisory, financial advisory, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage, principal investing and other similar activities conducted in the ordinary course of their affiliates’ business, other than with respect to the Undersigned’s Shares. For the avoidance of doubt, it is acknowledged and agreed that (i) any entity (other than the undersigned) in which any of the undersigned’s affiliated investment funds may now or in the future have an investment and (ii) any entity (other than the undersigned) on whose board of directors one or more of the undersigned’s officers may now or in the future serve, shall not be deemed subject to, or bound by, this Lock-Up Agreement, in part or in its entirety; provided, however, that this sentence will not apply to any hedging of or other transaction in the Undersigned’s Shares or shares held by transferees of the Undersigned’s Shares that receive any such shares pursuant to any exception set forth in the fourth paragraph of this letter. The undersigned understands that the Company and the Initial Purchasers are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns. This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York. Very truly yours, [Name] [Authorized Signature] [Title] Issuer BlackLine, Inc. Ticker / Exchange for Common Stock BL / NASDAQ Global Select Market. Trade Date August 9, 2019. Settlement Date August 13, 2019.
Appears in 1 contract
Samples: Purchase Agreement (Blackline, 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)), 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, AGILENT TECHNOLOGIES, INC. By: /s/ Xxxxxxxxx Xxxxxxx Name:: Xxxxxxxxx Xxxxxxx Title: Vice President and Treasurer Accepted as of the date hereof BOFA SECURITIES, BARCLAYS CAPITAL INC., MIZUHO . CITIGROUP GLOBAL MARKETS INC. and X.X. XXXXXX SECURITIES USA LLC and XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto. BOFA SECURITIES, BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxx Xxxxx Name: Xxxxxx Xxxxxxxx Xxxxx Xxxxx Title: Managing Director MIZUHO CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES USA LLC By: /s/ Xxxxxx Xxxxxxxxxxx Som Xxxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Som Xxxxxxxxxxxxx Title: Vice President XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Director BofA Securities, Barclays Capital Inc. $ 140,000,000 Mizuho 221,000,000 Citigroup Global Markets Inc. 221,000,000 X.X. Xxxxxx Securities USA LLC 140,000,000 Xxxxx Fargo Securities, 221,000,000 BNP Paribas Securities Corp. 51,000,000 MUFG Securities Americas Inc. 51,000,000 Credit Suisse Securities (USA) LLC 140,000,000 Academy Securities, Inc. 20,000,000 25,500,000 HSBC Securities (USA) Inc. 20,000,000 25,500,000 KeyBanc Capital Markets Inc. 20,000,000 25,500,000 Penserra Securities LLC 20,000,000 8,500,000 Total $ 500,000,000 850,000,000 Free Writing Prospectus (consisting of a pricing term sheet substantially in the form of Annex B hereto) dated June 1March 3, 20202021.
Appears in 1 contract
Samples: Underwriting Agreement (Agilent Technologies, 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)), 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, understanding please indicate your acceptance of this Agreement by signing in the space provided for that purpose below. Very truly yours, AGILENT TECHNOLOGIES, INC. By: /s/ Xxxxxxxxx Xxxxxxx Name:Xxxxxxxxx Xxxxxxx Title: Vice President and Treasurer Accepted as of the date hereof BOFA SECURITIES, INC., MIZUHO SECURITIES USA LLC and XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto. BOFA SECURITIESEYEPOINT PHARMACEUTICALS, INC. By: /s/ Xxxxxx Xxxxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer Accepted as of the date first above written: X.X. XXXXXX SECURITIES LLC Acting on their own behalf and as Representative of several Underwriters listed on Schedule A to this Agreement. By: X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xx Name: Xxxxx Xx Title: Managing Director MIZUHO SECURITIES USA Name Number of Shares of Firm Stock to be Purchased Number of Shares of Optional Stock to be Purchased X.X. Xxxxxx Securities LLC By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Vice President XXXXX FARGO SECURITIES4,705,882 705,882 Xxxxx and Company, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director BofA 2,941,177 441,176 Guggenheim Securities, Inc. $ 140,000,000 LLC 2,000,000 300,000 Cantor Xxxxxxxxxx & Co. 1,176,471 176,471 Mizuho Securities USA LLC 140,000,000 588,235 88,235 Xxxxxxx & Company (UK) Ltd. 352,941 52,941 Total 11,764,706 1,764,705 None. 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, but before transaction expenses): $188,000,001.88 • Xxxxx Fargo Securities, 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 Form of Lock-Up Agreement X.X. XXXXXX SECURITIES LLC 140,000,000 Academy Securities, Inc. 20,000,000 HSBC Securities (USA) Inc. 20,000,000 KeyBanc Capital Markets Inc. 20,000,000 Penserra As Representative of the several Underwriters c/o X.X. Xxxxxx Securities LLC 20,000,000 Total $ 500,000,000 Free Writing Prospectus 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 (consisting “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 (“X.X. Xxxxxx”), as representative (the “Representative”) of a pricing term sheet substantially 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
1 NTD: Lock-up Period is 30 days in the form case of Annex B heretoOcumension Therapeutics. intention to engage in, any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that is designed to or which reasonably could be expected to lead to or result in any Prohibited Activity during the Lock-Up Period. The restrictions set forth in the immediately preceding paragraph shall not apply to:
(1) dated June 1if the undersigned is a natural person, 2020.any transfers made by the undersigned (a) as a bona fide gift, (b) to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (c) by will or intestate succession upon the death of the undersigned, (d) as a bona fide gift to a charity or educational institution, (e) pursuant to a domestic order, divorce settlement, divorce decree, separation agreement or pursuant to an order of a court of competent jurisdiction enforcing such agreement, or (f) to a corporation, limited liability company or partnership wholly owned by the undersigned and/or any member of the immediate family of the undersigned;
(2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any stockholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value;
(3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value;
(4) transactions relating to Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock acquired in open market transactions after completion of the Offering or pursuant to the Company’s employee stock purchase plan, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise) during the Lock-Up Period;
(5) the entry, by the undersigned, at any time on or after the date of the Underwriting Agreement, of any trading plan providing for the sale of Common Stock by the undersigned, which trading plan meets the requirements of Rule 10b5-1(c) (a “10b5-1 Plan”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provided, however, that (i) such 10b5-1 Plan does not provide for, or permit, the sale of any Common Stock during the Lock-Up Period and (ii) no public announcement regarding such 10b5-1 Plan will be made voluntarily during the Lock-Up Period and any required disclosure during the Lock-Up Period regarding such 10b5-1 Plan includes the restrictions set forth in this Agreement;
(6) transfers pursuant to a bona fide third-party tender offer for all outstanding shares of the Company, merger, consolidation or other similar transaction that is approved by the board of directors of the Company made to all holders of the Company’s securities involving a Change of Control (as defined below) of the Company (including, without limitation, the entering into of any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock in connection with such transaction, or vote any Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock in favor of any transaction), provided that in the event that such tender offer,
Appears in 1 contract
Samples: Underwriting Agreement (EyePoint Pharmaceuticals, Inc.)
