Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. 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, CA, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President, Treasurer Accepted: August 13, 2013 XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. LLC For themselves and on behalf of the several Underwriters listed in Schedule I hereto. XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Director Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 • CA Marketing Corporation (Delaware) • CA Software Holding B.V. (Netherlands) The final Term Sheet, dated August 13, 2013, in the form of Xxxxx X. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2018 Coupon (Interest Rate): 2.875% Yield to Maturity: 2.916% Spread to Benchmark Treasury: 143 basis points Benchmark Treasury: 1.375% due July 31, 2018 Benchmark Treasury Price and Yield: 99-15; 1.486% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 25 basis points Price to Public: 99.811% Trade Date: August 13, 2013 Settlement Date: Underwriting Discount: August 16, 2013 (T+3) 0.600% Proceeds, before expenses, to Issuer: $248,027,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AD7 ISIN Number: US12673PAD78 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2023 Coupon (Interest Rate): 4.500% Yield to Maturity: 4.558% Spread to Benchmark Treasury: 183 basis points Benchmark Treasury: 2.500% due August 15, 2023 Benchmark Treasury Price and Yield: 98-00+; 2.728% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 30 basis points Par Call: After the date that is three months prior to maturity, the notes will be redeemable at par Price to Public: 99.539% Trade Date: August 13, 2013 Settlement Date: August 16, 2013 (T+3) Underwriting Discount: 0.650% Proceeds, before expenses, to Issuer: $247,222,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AE5 ISIN Number: US12673PAE51 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. The expenses of the offering of the notes, not including underwriting discounts, are estimated at $1.5 million and are payable by the Issuer (a portion of which will be reimbursed by the Underwriters).
Appears in 1 contract
Samples: Underwriting Agreement (Ca, Inc.)
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectiona section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate your acceptance of sign and return to the Company a counterpart hereof, whereupon this Agreement by signing instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnerships in the space provided belowaccordance with its terms. Very truly yours, CA, INC. By: /s/ Xxxxxxx Xxxxx Jxxxxx X. Xxxxxxxxx Name: Xxxxxxx Xxxxx Jxxxxx X. Xxxxxxxxx Title: Senior Executive Vice PresidentPresident By: Lex GP-1 Trust, Treasurer Acceptedits General Partner By: August 13/s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President By: Lex GP-1 Trust, 2013 XXXXXXX LYNCHits General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, XXXXXX, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. LLC as of the date first above written: For themselves itself and on behalf as Representative of the several Underwriters listed in on Schedule I hereto. XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED By: By /s/ Xxx Xxxxxxx Axxx Xxxxxx Name: Xxx Xxxxxxx Axxx Xxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC ByFor itself and as Representative of the several Underwriters listed on Schedule I hereto: By /s/ Xxxxx Xxxx Dxxxx Xxxxxx Name: Xxxxx Xxxx Dxxxx Xxxxxx Title: Executive Director Xxxxxxx Underwriter Total Number of Initial Securities to be Purchased Number of Option Securities to be Purchased if Option is Fully Exercised Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 4,500,000 675,000 Wxxxx Fargo Securities, LLC 2,500,000 375,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) 1,200,000 180,000 Kxxxx, Bxxxxxxx & Wxxxx, Inc. 7,500,000 500,000 75,000 Mxxxxx Xxxxxx & Company, Inc. 500,000 75,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments500,000 75,000 Sxxxxx, Inc. 4,375,000 Xxxxxxxx & Company, Incorporated 300,000 45,000 Total 10,000,000 1,500,000
1. The number of common shares sold in the offering is 10,000,000 common shares.
2. The public offering price of the common shares. Jxxxxx Xxxxxxxxx Cxxxxxxx Xxxxxx Pxxxxxx Xxxxxxx T. Xxxxxx Exxxx Xxxxxx First Rxxxxxx X. Xxxxx Jxxxx Xxxxxxxx Kxxxx X. Xxxxx E. Rxxxxx Xxxxxxx Rxxxxxx X. Xxxxx Pxxx X. Xxxx Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated Wxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 Xxxxxxx as Representatives of the several underwriters listed on Schedule I of the Underwriting Agreement c/o Merrill Lynch, Pierce, Fxxxxx & Sxxxx Incorporated Oxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Lexington Realty Trust Dear Sirs: The undersigned, a shareholder and an officer and/or trustee of Lexington Realty Trust, Maryland real estate investment trust (the “Company”), understands that Mxxxxxx Lynch, Pierce, Fxxxxx & Xxxxx Sxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx and Wxxxx Fargo Securities, LLC 4,375,000 DNB MarketsLLC, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds as Representatives of the several underwriters listed on Schedule I of the Underwriting Agreement (the “Representatives”), propose to enter into a Underwriting Agreement (the “Underwriting Agreement”) with the Company, Lepercq Corporate Income Fund L.P., a Delaware limited partnership, and Lepercq Corporate Income II L.P., a Delaware limited partnership (collectively, the “Operating Partnerships”) providing for the public offering of shares of beneficial interests classified as common stock, par value $0.0001 per share (the “Common Shares”). In recognition of the benefit that such an offering will confer upon the undersigned as a shareholder and an officer and/or trustee of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representatives that, during a period of 45 days from the date of the Underwriting Agreement (the “Lock-up Period”), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Common Shares, or any securities convertible into or convertible or exercisable for Common Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities AmericaAct of 1933, Inc. 2,500,000 Total $ 250,000,000 • CA Marketing Corporation as amended, with respect to any of the foregoing (Delawarecollectively, the “Lock-Up Securities”) • CA Software Holding B.V. or (Netherlandsii) The final Term Sheet, dated August 13, 2013enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the form economic consequence of Xxxxx X. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2018 Coupon (Interest Rate): 2.875% Yield to Maturity: 2.916% Spread to Benchmark Treasury: 143 basis points Benchmark Treasury: 1.375% due July 31, 2018 Benchmark Treasury Price and Yield: 99ownership of the Lock-15; 1.486% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 25 basis points Price to Public: 99.811% Trade Date: August 13, 2013 Settlement Date: Underwriting Discount: August 16, 2013 (T+3) 0.600% Proceeds, before expenses, to Issuer: $248,027,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AD7 ISIN Number: US12673PAD78 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Up Securities, LLC DNB Marketswhether any such swap or transaction is to be settled by delivery of Common Shares or other securities, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2023 Coupon (Interest Rate): 4.500% Yield in cash or otherwise. The undersigned also agrees and consents to Maturity: 4.558% Spread to Benchmark Treasury: 183 basis points Benchmark Treasury: 2.500% due August 15, 2023 Benchmark Treasury Price the entry of stop transfer instructions with the Company’s transfer agent and Yield: 98-00+; 2.728% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 30 basis points Par Call: After registrar against the date that is three months prior to maturity, the notes will be redeemable at par Price to Public: 99.539% Trade Date: August 13, 2013 Settlement Date: August 16, 2013 (T+3) Underwriting Discount: 0.650% Proceeds, before expenses, to Issuer: $247,222,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AE5 ISIN Number: US12673PAE51 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. The expenses transfer of the offering of Lock-Up Securities except in compliance with the notesforegoing restrictions. Very truly yours, not including underwriting discounts, are estimated at $1.5 million and are payable by the Issuer (a portion of which will be reimbursed by the Underwriters).Signature: Print Name:
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectiona section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. [Signature Pages Follow.] If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate your acceptance of sign and return to the Company a counterpart hereof, whereupon this Agreement by signing instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnerships in the space provided belowaccordance with its terms. Very truly yours, CA, INC. By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxxx Title: Senior Executive Vice PresidentPresident By: Lex GP-1 Trust, Treasurer Acceptedits General Partner By: August 13/s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President By: Lex GP-1 Trust, 2013 XXXXXXX LYNCHits General Partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, XXXXXX, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. LLC as of the date first above written: For themselves itself and on behalf as Representative of the several Underwriters listed in on Schedule I hereto. XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED : By: /s/ Xxx Xxxxxxx Xxxxx Xxxxxx Name: Xxx Xxxxx Xxxxxx Title: Director For itself and as Representative of the several Underwriters listed on Schedule I hereto: By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. Xxxxx Fargo Securities, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Director 4,650,000 697,500 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx 4,650,000 697,500 Xxxxxxxxx & Co. LLC. 53,125,000 Citigroup Global Company, Inc. 1,800,000 270,000 Keybanc Capital Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 1,800,000 270,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 1,200,000 180,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments450,000 67,500 Xxxxxx Xxxxxxxx & Company, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 • CA Marketing Corporation (Delaware) • CA Software Holding B.V. (Netherlands) The final Term Sheet, dated August 13, 2013, in the form of Xxxxx X. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2018 Coupon (Interest Rate): 2.875% Yield to Maturity: 2.916% Spread to Benchmark Treasury: 143 basis points Benchmark Treasury: 1.375% due July 31, 2018 Benchmark Treasury Price and Yield: 99-15; 1.486% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 25 basis points Price to Public: 99.811% Trade Date: August 13, 2013 Settlement Date: Underwriting Discount: August 16, 2013 (T+3) 0.600% Proceeds, before expenses, to Issuer: $248,027,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AD7 ISIN Number: US12673PAD78 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2023 Coupon (Interest Rate): 4.500% Yield to Maturity: 4.558% Spread to Benchmark Treasury: 183 basis points Benchmark Treasury: 2.500% due August 15, 2023 Benchmark Treasury Price and Yield: 98-00+; 2.728% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 30 basis points Par Call: After the date that is three months prior to maturity, the notes will be redeemable at par Price to Public: 99.539% Trade Date: August 13, 2013 Settlement Date: August 16, 2013 (T+3) Underwriting Discount: 0.650% Proceeds, before expenses, to Issuer: $247,222,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AE5 ISIN Number: US12673PAE51 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. The expenses of the offering of the notes, not including underwriting discounts, are estimated at $1.5 million and are payable by the Issuer (a portion of which will be reimbursed by the Underwriters).450,000 67,500 II-1
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Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate your acceptance of sign and return to the Company a counterpart hereof, whereupon this Agreement by signing instrument, along with all counterparts, will become a binding agreement among the parties hereto in the space provided belowaccordance with its terms. Very truly yours, CANATIONAL HEALTH INVESTORS, INC. By: /s/ Xxxxxxx Xxxx X. Xxxxx Name: Xxxxxxx Xxxx X. Xxxxx Title: Senior Executive Vice PresidentPresident of Finance, Chief Financial Officer and Treasurer Accepted: August 13CONFIRMED AND ACCEPTED, 2013 XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. LLC For themselves and on behalf as of the several Underwriters listed in Schedule I heretodate first above written: By: BOFA SECURITIES, INC. XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxx Xxxx Xxxxxxx Name: Xxx Xxxx Xxxxxxx Title: Vice Chair By: X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President By: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Managing Director By: XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: BANK OF MONTREAL By: /s/ Xxxxx Xxxx Xxxxx Name: Xxxxx Xxxx Xxxxx Title: Executive Director Xxxxxxx LynchManaging Director, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 25,000,000 528,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 456,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 2,500,000 168,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America168,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 108,000 Huntington Securities, Inc. 2,500,000 108,000 PNFP Capital Markets, Inc. 24,000 Total $ 250,000,000 Xxxxxxx Lynch2,400,000 BofA Securities, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 600,000 90,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 600,000 90,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc 600,000 90,000 BMO Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities AmericaCorp. 600,000 90,000 Total 2,400,000 360,000
1. The number of Underwritten Shares: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. The initial public offering price of the Shares: $71.25 per share of Common Stock.
5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. Xxxxxx Xxxxx Xxxxxx X. XxXxxx, Inc. 2,500,000 Total $ 250,000,000 • CA Marketing Corporation (Delaware) • CA Software Holding B.V. (Netherlands) The final Term Sheet, dated August 13, 2013, in the form of Xx. Xxxxxx X. Xxxx Xxxxx X. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2018 Coupon (Interest Rate): 2.875% Yield to Maturity: 2.916% Spread to Benchmark Treasury: 143 basis points Benchmark Treasury: 1.375% due July 31, 2018 Benchmark Treasury Price and Yield: 99-15; 1.486% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 25 basis points Price to Public: 99.811% Trade Date: August 13, 2013 Settlement Date: Underwriting Discount: August 16, 2013 (T+3) 0.600% Proceeds, before expenses, to Issuer: $248,027,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AD7 ISIN Number: US12673PAD78 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxx Xxxxxxxxx Xxxxxxxx Xxxxxx X. Xxxxx Xxxxx X. X. Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2023 Coupon (Interest Rate): 4.500% Yield to Maturity: 4.558% Spread to Benchmark Treasury: 183 basis points Benchmark Treasury: 2.500% due August 15, 2023 Benchmark Treasury Price and Yield: 98-00+; 2.728% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 30 basis points Par Call: After the date that is three months prior to maturity, the notes will be redeemable at par Price to Public: 99.539% Trade Date: August 13, 2013 Settlement Date: August 16, 2013 (T+3) Underwriting Discount: 0.650% Proceeds, before expenses, to Issuer: $247,222,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AE5 ISIN Number: US12673PAE51 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. The expenses of the offering of the notes, not including underwriting discounts, are estimated at $1.5 million and are payable by the Issuer (a portion of which will be reimbursed by the Underwriters).
Appears in 1 contract
Samples: Underwriting Agreement (National Health Investors Inc)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance of this Agreement by signing in shall represent a binding agreement among the space provided belowCompany and the Underwriters. Very truly yours, CA, INCBy: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chairman and Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxxxxx Xxxxx XX Xxxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President, Treasurer Accepted: August 13, 2013 XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. LLC For themselves and on behalf of the several Underwriters listed in Schedule I hereto. XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx XX Xxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Director Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital $ 18,500,000 X. Xxxxx Securities, Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets12,500,000 BTIG, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 8,000,000 Xxxxxx Xxxxxxxxxx Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx 5,500,000 Ladenburg Xxxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 • CA Marketing 5,500,000 [See Attached] Issuer: PhenixFIN Corporation (Delawarethe “Company”) • CA Software Holding B.V. Title of the Securities: 5.25% Notes due 2028 Rating:* BBB (NetherlandsXxxx-Xxxxx) The final Term Sheet, dated August 13, 2013, in the form of Xxxxx X. Issuer: CA, Inc. Ratings*: [intentionally omitted] SizeInitial Aggregate Principal Amount Being Offered: $250,000,000 50,000,000 Over-Allotment Option: Up to $7,500,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $25.00 (par) Principal Payable at Maturity: August 15, 2018 Coupon (Interest Rate): 2.875100% Yield to Maturity: 2.916% Spread to Benchmark Treasury: 143 basis points Benchmark Treasury: 1.375% due July 31, 2018 Benchmark Treasury Price and Yield: 99-15; 1.486% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate the aggregate principal amount. The outstanding principal amount of Treasury plus 25 basis points Price to Public: 99.811% Trade Date: August 13, 2013 Settlement Date: Underwriting Discount: August 16, 2013 (T+3) 0.600% Proceeds, before expenses, to Issuer: $248,027,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AD7 ISIN Number: US12673PAD78 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2023 Coupon (Interest Rate): 4.500% Yield to Maturity: 4.558% Spread to Benchmark Treasury: 183 basis points Benchmark Treasury: 2.500% due August 15, 2023 Benchmark Treasury Price and Yield: 98-00+; 2.728% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 30 basis points Par Call: After the date that is three months prior to maturity, the notes Notes will be redeemable payable on the stated maturity date at par Price to Public: 99.539% Trade Date: August 13, 2013 Settlement Date: August 16, 2013 (T+3) Underwriting Discount: 0.650% Proceeds, before expenses, to Issuer: $247,222,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AE5 ISIN Number: US12673PAE51 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. The expenses the office of the offering of trustee, paying agent and security registrar for the notes, not including underwriting discounts, are estimated Notes or at $1.5 million and are payable by such other office as the Issuer (a portion of which will be reimbursed by the Underwriters)Company may designate.
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate your acceptance of sign and return to the Company a counterpart hereof, whereupon this Agreement by signing instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in the space provided belowaccordance with its terms. Very truly yours, CA, AGRIUM INC. By: /s/ Xxxxxxx Xxxxx Sxxxxxx Xxxx Name: Xxxxxxx Xxxxx Sxxxxxx Xxxx Title: Senior Executive Vice President, President & Chief Financial Officer By: /s/ Axxxxx Xxxxxxxx Name: Axxxxx Xxxxxxxx Title: Vice President & Treasurer AcceptedCONFIRMED AND ACCEPTED as of the date first above written: August 13, 2013 XXXXXXX MXXXXXX LYNCH, XXXXXXPIERCE, XXXXXX FXXXXX & XXXXX SXXXX INCORPORATED XXXXXX XXXXXXX RBC CAPITAL MARKETS, LLC SCOTIA CAPITAL (USA) INC. By: MXXXXXX LYNCH, PIERCE, FXXXXX & COSXXXX INCORPORATED By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Managing Director By: RBC CAPITAL MARKETS, LLC By: /s/ Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Director By: SCOTIA CAPITAL (USA) INC. LLC By: /s/ Pxxx XxXxxxx Name: Pxxx XxXxxxx Title: Managing Director For themselves and on behalf as Representatives of the several Underwriters listed named in Schedule I A hereto. XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Director Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 U.S.$ 125,000,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 125,000,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments125,000,000 ANZ Securities, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc 25,000,000 BMO Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. Corp. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 25,000,000 RBS Securities Inc. 4,375,000 Scotia Capital 25,000,000 UBS Securities LLC 25,000,000 Total U.S.$ 500,000,000
(USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 • CA Marketing Corporation (Delaware) • CA Software Holding B.V. (Netherlands1) The final Term Sheetinitial public offering price of the Securities shall be 99.804% of the principal amount thereof, dated August 13plus accrued interest, 2013if any, in the form of Xxxxx X. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2018 Coupon (Interest Rate): 2.875% Yield to Maturity: 2.916% Spread to Benchmark Treasury: 143 basis points Benchmark Treasury: 1.375% due July 31, 2018 Benchmark Treasury Price and Yield: 99-15; 1.486% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 25 basis points Price to Public: 99.811% Trade Date: August 13, 2013 Settlement Date: Underwriting Discount: August 16, 2013 (T+3) 0.600% Proceeds, before expenses, to Issuer: $248,027,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AD7 ISIN Number: US12673PAD78 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2023 Coupon (Interest Rate): 4.500% Yield to Maturity: 4.558% Spread to Benchmark Treasury: 183 basis points Benchmark Treasury: 2.500% due August 15, 2023 Benchmark Treasury Price and Yield: 98-00+; 2.728% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 30 basis points Par Call: After from the date that is three months prior of issuance.
(2) The purchase price to maturity, be paid by the notes will Underwriters for the Securities shall be redeemable at par Price to Public: 99.53999.154% Trade Date: August 13, 2013 Settlement Date: August 16, 2013 (T+3) Underwriting Discount: 0.650% Proceeds, before expenses, to Issuer: $247,222,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AE5 ISIN Number: US12673PAE51 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. The expenses of the offering of principal amount thereof.
(3) The interest rate on the notes, not including underwriting discounts, are estimated at $1.5 million and are payable by the Issuer (a portion of which will Securities shall be reimbursed by the Underwriters)3.150% per annum.
Appears in 1 contract
Samples: Purchase Agreement (Agrium Inc)
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectiona section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. [Signature Pages Follow.] If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate your acceptance of sign and return to the Company a counterpart hereof, whereupon this Agreement by signing instrument, along with all counterparts, will become a binding agreement among the Underwriter, the Company and the Operating Partnerships in the space provided belowaccordance with its terms. Very truly yours, CA, INC. By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxxx Title: Senior Executive Vice PresidentPresident By: Lex GP-1 Trust, Treasurer Accepted: August 13, 2013 XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. LLC For themselves and on behalf of the several Underwriters listed in Schedule I hereto. XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED its General Partner By: /s/ Xxx Xxxxxxx Xxxxxx X. Xxxxxxxxx Name: Xxx Xxxxxxx Xxxxxx X. Xxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC Vice President By: Lex GP-1 Trust, its General Partner By: /s/ Xxxxx Xxxx Xxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxx Xxxxxx X. Xxxxxxxxx Title: Executive Director Xxxxxxx LynchVice President By: Lex GP-1 Trust, Pierce, its General Partner By: /s/ Xxxxxx & X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President as of the date first above written: By /s/ Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLCXxxxxx
1. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 • CA Marketing Corporation (Delaware) • CA Software Holding B.V. (Netherlands) The final Term Sheet, dated August 13, 2013, number of common shares sold in the form offering is 9,500,000 common shares.
2. Lexington Realty Trust granted the underwriter an option to purchase up to an additional 1,425,000 common shares to cover any over-allotments.
3. Lexington Realty Trust expects that the net proceeds from the sale of Xxxxx X. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2018 Coupon (Interest Rate): 2.875% Yield to Maturity: 2.916% Spread to Benchmark Treasury: 143 basis points Benchmark Treasury: 1.375% due July 31, 2018 Benchmark Treasury Price and Yield: 99-15; 1.486% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 25 basis points Price to Public: 99.811% Trade Date: August 13, 2013 Settlement Date: Underwriting Discount: August 16, 2013 (T+3) 0.600% Proceeds, before expenses, to Issuer: $248,027,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AD7 ISIN Number: US12673PAD78 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2023 Coupon (Interest Rate): 4.500% Yield to Maturity: 4.558% Spread to Benchmark Treasury: 183 basis points Benchmark Treasury: 2.500% due August 15, 2023 Benchmark Treasury Price and Yield: 98-00+; 2.728% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 30 basis points Par Call: After the date that is three months prior to maturity, the notes 9,500,000 common shares will be redeemable at par Price to Public: 99.539% Trade Date: August 13approximately $ 61.5 millioin, 2013 Settlement Date: August 16after deducting Lexington Realty Trust’s estimated offering expenses. If the underwriter exercises its over-allotment option in full, 2013 (T+3) Underwriting Discount: 0.650% Proceeds, before expenses, to Issuer: Lexington Realty Trust expects that the net proceeds will be approximately $247,222,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AE5 ISIN Number: US12673PAE51 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. 70.7 million. The expenses of the offering of the notes, not including underwriting discounts, are estimated at $1.5 million and are payable price per share paid by the Issuer (a portion of which underwriter to Lexington Realty Trust for any option shares will be reimbursed equal to the purchase price per share paid by the Underwritersunderwriter for the 9,500,000 initial shares less the amount per share of any distributions or dividends declared or paid by Lexington Realty Trust on such initial shares. (Omitted from filing).
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate your acceptance of sign and return to the Company a counterpart hereof, whereupon this Agreement by signing instrument, along with all counterparts, will become a binding agreement between the Initial Purchasers and the Company in the space provided belowaccordance with its terms. Very truly yours, CA, INC. PETROLEUM DEVELOPMENT CORPORATION By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Senior Vice PresidentGeneral Counsel and Secretary CONFIRMED AND ACCEPTED, Treasurer Acceptedas of the date first above written: August 13XXXXX FARGO SECURITIES, 2013 LLC XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. XXXXX FARGO SECURITIES, LLC For themselves and on behalf of the several Underwriters listed in Schedule I hereto. By: /s/ Xxxxx Xxxxxx Authorized Signatory XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxx Xxxxxxx Xxxx X. XxXxxxxx Name: Xxx Xxxxxxx Xxxx X. XxXxxxxx Title: Managing Director XXXXXX XXXXXXX & COFor themselves and as Representative of the Initial Purchasers named in Exhibit A hereto. Name of Initial Purchaser Securities Xxxxx Fargo Securities, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Director $ 45,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global 25,000,000 BMO Capital Markets Corp. 4,000,000 BBVA Securities Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 4,000,000 BNP Paribas Securities Corp. 7,500,000 HSBC 4,000,000 Credit Agricole Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 4,000,000 RBS Securities Inc. 4,375,000 4,000,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo 4,000,000 Global Hunter Securities, LLC 4,375,000 DNB Markets2,000,000 Xxxxxxx Xxxx & Company L.L.C. 2,000,000 Xxxxxxxxx Capital Partners, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 2,000,000 Total $ 250,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & 100,000,000 Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital MarketsNatural Gas Company West Virginia Corporation Unioil Nevada Corporation PDC Mountaineer, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 • CA Marketing Corporation (Delaware) • CA Software Holding B.V. (Netherlands) The final Term Sheet, dated August 13, 2013, in the form of Xxxxx X. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2018 Coupon (Interest Rate): 2.875% Yield to Maturity: 2.916% Spread to Benchmark Treasury: 143 basis points Benchmark Treasury: 1.375% due July 31, 2018 Benchmark Treasury Price and Yield: 99-15; 1.486% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 25 basis points Price to Public: 99.811% Trade Date: August 13, 2013 Settlement Date: Underwriting Discount: August 16, 2013 (T+3) 0.600% Proceeds, before expenses, to Issuer: $248,027,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AD7 ISIN Number: US12673PAD78 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2023 Coupon (Interest Rate): 4.500% Yield to Maturity: 4.558% Spread to Benchmark Treasury: 183 basis points Benchmark Treasury: 2.500% due August 15, 2023 Benchmark Treasury Price and Yield: 98-00+; 2.728% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 30 basis points Par Call: After the date that is three months prior to maturity, the notes will be redeemable at par Price to Public: 99.539% Trade Date: August 13, 2013 Settlement Date: August 16, 2013 (T+3) Underwriting Discount: 0.650% Proceeds, before expenses, to Issuer: $247,222,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AE5 ISIN Number: US12673PAE51 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. The expenses of the offering of the notes, not including underwriting discounts, are estimated at $1.5 million and are payable by the Issuer (a portion of which will be reimbursed by the Underwriters).Delaware Limited Liability Company
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Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate your acceptance of sign and return to the Company a counterpart hereof, whereupon this Agreement by signing instrument, along with all counterparts, will become a binding agreement between the Initial Purchasers and the Company in the space provided belowaccordance with its terms. Very truly yours, CAHUMAN GENOME SCIENCES, INC. By: By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Sxxxxx X. Xxxxx Title: Senior Executive Vice PresidentPresident and CFO CONFIRMED AND ACCEPTED, Treasurer Acceptedas of the date first above written: August 13, 2013 XXXXXXX MXXXXXX LYNCH, XXXXXXPXXXXX, XXXXXX FXXXXX & XXXXX SXXXX INCORPORATED XXXXXX XXXXXXX & COBy /s/ Axxxxxx X. Xxxxxx Authorized Signatory CITIGROUP GLOBAL MARKETS INC. LLC For themselves and on behalf of the several Underwriters listed in Schedule I hereto. XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED By: By /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Director Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 • CA Marketing Corporation (Delaware) • CA Software Holding B.V. (Netherlands) The final Term Sheet, dated August 13, 2013, in the form of Xxxxx X. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2018 Coupon (Interest Rate): 2.875% Yield to Maturity: 2.916% Spread to Benchmark Treasury: 143 basis points Benchmark Treasury: 1.375% due July 31, 2018 Benchmark Treasury Price and Yield: 99-15; 1.486% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 25 basis points Price to Public: 99.811% Trade Date: August 13, 2013 Settlement Date: Underwriting Discount: August 16, 2013 (T+3) 0.600% Proceeds, before expenses, to Issuer: $248,027,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AD7 ISIN Number: US12673PAD78 Joint Book-Running Managers: Xxxxxxx Txxxxx Xxxxxxxxxx Authorized Signatory Mxxxxxx Xxxxx, Xxxxxx, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC $ 115,000,000 Citigroup Global Markets Inc. X.X. Xxxxxx Inc $ 115,000,000 Total $ 230,000,000
1. The initial public offering price of the Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas shall be 98.5% of the principal amount thereof, plus accrued interest, if any, from the date of issuance.
2. The purchase price to be paid by the Initial Purchasers for the Securities Corp. HSBC shall be 97.125% of the principal amount thereof.
3. The interest rate on the Securities shall be 21/4% per annum.
4. The Securities shall be convertible into shares of common stock, par value $0.01 per share, of the Company at an initial conversion rate of 56.2303 shares per $1,000 principal amount of Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: equivalent to a conversion price of approximately $250,000,000 Maturity: August 15, 2023 Coupon (Interest Rate): 4.500% Yield to Maturity: 4.558% Spread to Benchmark Treasury: 183 basis points Benchmark Treasury: 2.500% due August 15, 2023 Benchmark Treasury Price and Yield: 98-00+; 2.728% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 30 basis points Par Call: After the date that is three months prior to maturity, the notes will be redeemable at par Price to Public: 99.539% Trade Date: August 13, 2013 Settlement Date: August 16, 2013 (T+3) Underwriting Discount: 0.650% Proceeds, before expenses, to Issuer: $247,222,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AE5 ISIN Number: US12673PAE51 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. The expenses of the offering of the notes, not including underwriting discounts, are estimated at $1.5 million and are payable by the Issuer (a portion of which will be reimbursed by the Underwriters17.78 per share).
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance of this Agreement by signing in shall represent a binding agreement among the space provided belowCompany and the Agents. Very truly yours, CA, INC. Xxxxxxx Energy Corporation By: /s/ Xxxxxxx Xxxxx X. Xxxx Name: Xxxxxxx Xxxxx X. Xxxx Title: Senior Vice President, Treasurer Accepted: August 13, 2013 XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & COPresident – Chief Financial Officer The foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first above written. LLC For themselves and on On behalf of itself and the several Underwriters listed in Schedule I hereto. XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED Agents By: /s/ Xxx Xxxxxxx Xxxxx Xxxxx Name: Xxx Xxxxxxx Xxxxx Xxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Director Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities 80 % Xxxxxxx Rice & Company L.L.C. 10 % Capital One Southcoast, Inc. 4,375,000 Scotia 5 % Macquarie Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments5 % A.R. Xxxxxxx, Inc. 4,375,000 Xxxxx Fargo SecuritiesJr. Xxxxxxx X. Xxxxxxx, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 III Xxxxxx X. XxXxxxxxx Xxxxxxx Lynch, Pierce, X. Xxxx Xxxxxxx X. Xxxx Xxxxxxx X. Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxx Xxxxxx Xxxx X. Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Three World Financial Center 000 Xxxxx Xxxxxx New York, New York 10281 Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a private placement (the “Private Placement”) of Cumulative Perpetual Convertible Preferred Stock, Series B (the “Securities”), for which you will act as placement agent pursuant to a placement agency agreement (“Placement Agency Agreement”). The undersigned recognizes that the Private Placement will be of benefit to the undersigned and will benefit the Company. In consideration of the foregoing, the undersigned hereby agrees that, without the prior written consent of RBC Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds LLC, it will not, during the period commencing on the date hereof and ending 60 days after the date of the final private placement memorandum relating to the Private Placement (the “Final Memorandum”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, including the Securities Americaor (2) enter into any swap or other arrangement that transfers to another, Inc. 2,500,000 Total $ 250,000,000 • CA Marketing Corporation in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (Delaware1) • CA Software Holding B.V. or (Netherlands2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The final Term Sheetforegoing sentence shall not apply to (a) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, dated August 13(b) distributions of shares of Common Stock or any security convertible into Common Stock to members, 2013limited partners or stockholders of the undersigned, (c) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned (provided that in the case of any transfer, distribution or disposition pursuant to clause (a), (b) or (c), (i) each donee, distributee or trust shall sign and deliver a lock-up letter substantially in the form of Xxxxx X. Issuer: CAthis letter and (ii) no filing under Section 16(a) of the Exchange Act, Inc. Ratings*: reporting a reduction in beneficial ownership of shares of Common Stock (without the reporting of a corresponding increase), shall be voluntarily made (for the avoidance of doubt, meaning other than as required by law) during the restricted period referred to in the foregoing sentence), (d) the pledge of any shares of Common Stock or other securities to secure loans to such persons or entities in connection with any financing transaction to which such persons or entities are parties (provided that such shares of Common Stock or other securities may not be sold or disposed of in connection with the exercise by the lender of any remedies as a secured party until the expiration of the 60-day restricted period), (e) in connection with the vesting of any shares of Common Stock or other securities issued under restricted stock awards or the exercise of options (provided that any such securities received upon exercise shall be subject to the provisions of this letter for the remainder of the 60-day restricted period)[intentionally omitted,] Size: $250,000,000 Maturity: August 15[or] (f) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, 2018 Coupon provided that such plan does not provide for the transfer of Common Stock during the 60-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company [or (Interest Rate): 2.875% Yield g) one or more sales of up to Maturity: 2.916% Spread 250,000 shares of Common Stock beneficially owned by the undersigned but in no event may more than a total of 250,000 shares be sold or otherwise transferred or disposed of pursuant to Benchmark Treasury: 143 basis points Benchmark Treasury: 1.375% due July 31this clause (g) or the corresponding provision of [ ]’s lockup agreement with RBC Capital Markets, 2018 Benchmark Treasury Price LLC, dated on or about the date hereof](1). For purposes of this paragraph, “immediate family” shall mean the undersigned and Yield: 99-15; 1.486% Interest Payment Dates: Semi-annually on each February 15 and August 15 the spouse, any lineal descendent, father, mother, brother or sister of each yearthe undersigned. In addition, the undersigned agrees that, without the prior written consent of RBC Capital Markets, it will not, during the period commencing on February 15the date hereof and ending 60 days after the date of the Final Memorandum, 2014 Makemake any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, including the Securities. 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
(1) In the case of the lock-Whole Call: At any time at a discount rate ups for Mr. A.R. Xxxxxxx, Jr. and Xx. Xxxxxxx X. Sanchez, III. The cross-reference is to the other of Treasury plus 25 basis points Price Mr. A.R. Xxxxxxx, Jr. and Xx. Xxxxxxx X. Sanchez, III. undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. It is understood that the undersigned will be released from its obligations under this letter agreement if the Company notifies the undersigned that it does not intend to Public: 99.811% Trade Date: August 13proceed with the Private Placement, 2013 Settlement Date: Underwriting Discount: August 16if the Placement Agency Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities or if the Private Placement shall not have occurred by June 1, 2013 (T+3) 0.600% Proceeds, before expenses, to Issuer: $248,027,500 Denominations: $2,000 2013. The undersigned understands that the Company and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AD7 ISIN Number: US12673PAD78 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investmentsare relying upon this agreement in proceeding toward consummation of the Private Placement. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, Inc. Xxxxx Fargo Securitieslegal representatives, LLC DNB Marketssuccessors and assigns. Whether or not the Private Placement actually occurs depends on a number of factors, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2023 Coupon (Interest Rate): 4.500% Yield including market conditions. The Private Placement will only be made pursuant to Maturity: 4.558% Spread to Benchmark Treasury: 183 basis points Benchmark Treasury: 2.500% due August 15, 2023 Benchmark Treasury Price and Yield: 98-00+; 2.728% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 30 basis points Par Call: After the date that is three months prior to maturitypurchase agreements, the notes will be redeemable at par Price to Public: 99.539% Trade Date: August 13, 2013 Settlement Date: August 16, 2013 (T+3) Underwriting Discount: 0.650% Proceeds, before expenses, to Issuer: $247,222,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AE5 ISIN Number: US12673PAE51 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. The expenses of the offering of the notes, not including underwriting discounts, are estimated at $1.5 million and are payable by the Issuer (a portion terms of which will be reimbursed by are subject to negotiation between the UnderwritersCompany and the investors party thereto, as contemplated in the Placement Agency Agreement. Very truly yours, (Name) (Address).
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate your acceptance of sign and return to the Company a counterpart hereof, whereupon this Agreement by signing instrument, along with all counterparts, will become a binding agreement between the Initial Purchasers, the Guarantors and the Company in the space provided belowaccordance with its terms. Very truly yours, CATITAN INTERNATIONAL, INC. By: /s/ Xxxxxxx Xxxxx By Name: Xxxxxxx Xxxxx Title: Senior Vice PresidentGUARANTORS: TITAN WHEEL CORPORATION OF ILLINOIS By Name: Title: TITAN WHEEL CORPORATION OF IOWA By Name: Title: TITAN WHEEL CORPORATION OF SOUTH CAROLINA By Name: Title: TITAN WHEEL CORPORATION OF VIRGINIA By Name: Title: TITAN INVESTMENT CORPORATION By Name: Title: TITAN TIRE CORPORATION By Name: Title: TITAN TIRE CORPORATION OF XXXXX By Name: Title: TITAN TIRE CORPORATION OF FREEPORT By Name: Title: TITAN TIRE CORPORATION OF NATCHEZ By Name: Title: TITAN TIRE CORPORATION OF TEXAS By Name: Title: CONFIRMED AND ACCEPTED, Treasurer Acceptedas of the date first above written: August 13XXXXXXX, 2013 XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. LLC For themselves and on By On behalf of each of the several Underwriters listed in Schedule I hereto. XXXXXXX LYNCHInitial Purchasers Xxxxxxx, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Director Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 $ 112,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities 12,500,000 Xxxxxxxxxxx & Co. Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America12,500,000 Sterne, Agee & Xxxxx, Inc. 2,500,000 12,500,000 Total $ 250,000,000 Xxxxxxx Lynch150,000,000
1. The initial public offering price of the Securities shall be 100% of the principal amount thereof, Pierceplus accrued interest, Xxxxxx & if any, from the date of issuance.
2. The purchase price to be paid by the Initial Purchasers for the Securities shall be 96.5% of the principal amount thereof.
3. The interest rate on the Securities shall be 5.625% per annum.
4. The Securities shall be convertible into shares of common stock, no par value, of the Company at an initial conversion price of $10.75 per share (equivalent to a conversion rate of 93.0016 shares per $1,000 principal amount of Securities). Titan Marketing Services, Inc.* Illinois 100 % Titan Wheel Corporation of Illinois Illinois 100 % Titan Wheel Corporation of Iowa Iowa 100 % Titan Wheel Corporation of South Carolina South Carolina 100 % Titan Wheel Corporation of Virginia Virginia 100 % Titan Investment Corporation Illinois 100 % Titan Tire Corporation Illinois 100 % Titan Tire Corporation of Xxxxx Ohio 100 % Titan Tire Corporation of Freeport Illinois 100 % Titan Tire Corporation of Natchez Mississippi 100 % Titan Tire Corporation of Texas Texas 100 % Titan Distribution, Inc.* Illinois 100 % Dyneer Corporation* Delaware 100 % Dico, Inc.* Delaware 100 % Automation International, Inc.* Illinois 100 % Automotive Wheels, Inc.* California 100 % Xxxxxx’x, Ltd.* Iowa 100 % Titan Credit Corporation* Nevada 100 % Titan Wheel Corporation of Nevada* Nevada 100 % * Designates subsidiary whose total assets as of the date hereof are less than $250,000
(i) Additional Documents Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities by Reference: None.
(USAii) Inc. 7,500,000 RBC Capital MarketsApproved Supplemental Disclosure Documents: Investor Presentation / Road Show Dated December 15, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments2009 Issuer: Titan International, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 • CA Marketing Corporation (DelawareNYSE: TWI) • CA Software Holding B.V. (Netherlandsthe “Company”) The final Term Sheet, dated August 13, 2013, in Issue: 5.625% Convertible Senior Subordinated Notes due 2017 (the form of Xxxxx X. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size“Notes”) Aggregate Principal Amount: $250,000,000 Maturity150,000,000 Over-allotment Option: August 15$22,500,000 Offering Price: 100% of the principal amount of the Notes, 2018 Coupon (plus accrued interest, if any, from the Settlement Date Interest Rate): 2.875: 5.625% Yield to Maturity: 2.916% Spread to Benchmark Treasury: 143 basis points Benchmark Treasury: 1.375% due July 31, 2018 Benchmark Treasury Price and Yield: 99-15; 1.486% per annum Interest Payment Dates: Semi-annually on each February January 15 and August July 15 of each year, commencing beginning on February July 15, 2014 Make2010 Maturity: January 15, 2017 Reference Price: $7.82, the closing sale price for the Company’s common stock on the New York Stock Exchange on December 15, 2009 Base Conversion Premium: Approximately 37.5% over the reference price Base Conversion Price: Approximately $10.75, subject to adjustment Base Conversion Rate: 93.0016 shares of common stock per $1,000 principal amount of Notes, subject to adjustment Incremental Share Factor: 9.3002 shares of common stock per $1,000 principal amount of Notes, subject to adjustment Daily Share Cap 1/10th of 102.3018 shares of common stock (subject to adjustment) Fundamental Change: If the Company undergoes a “fundamental change” (as defined in the Preliminary Offering Circular under “Description of Notes — Fundamental Change”), each holder of the Notes will have the option to require the Company to repurchase all or any portion of such holder’s Notes. The fundamental change repurchase price will be 100% of the principal amount of the Notes to be repurchased plus any accrued and unpaid interest to, but not including, the fundamental change repurchase date. Optional Redemption by the Company: The Company may not redeem the Notes prior to January 20, 2014. Beginning January 20, 2014, the Company may redeem for cash all or part of the Notes but only if the closing sale price of the Company’s common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day prior to the date the Company provides the notice of redemption exceeds 130% of the base conversion price in effect on each such trading day. The redemption price will equal the sum of 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but not including, the redemption date, plus a “make-Whole Call: At any time whole premium” payment in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s option, equal to the sum of the present values of the remaining scheduled payments of interest on the Notes to be redeemed through January 15, 2017 (excluding interest accrued to, but excluding, the redemption date). The present values of the remaining interest payments will be computed using a discount rate equal to 2.5%. Use of Treasury plus 25 basis points Price Proceeds: The Company expects that the net proceeds from the offering to Public: 99.811% Trade Date: August 13, 2013 Settlement Date: Underwriting Discount: August 16, 2013 (T+3) 0.600% Proceeds, before expenses, be approximately $144.4 million after deducting the discount to Issuer: $248,027,500 Denominations: $2,000 the initial purchasers and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AD7 ISIN Number: US12673PAD78 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2023 Coupon (Interest Rate): 4.500% Yield estimated expenses related to Maturity: 4.558% Spread to Benchmark Treasury: 183 basis points Benchmark Treasury: 2.500% due August 15, 2023 Benchmark Treasury Price and Yield: 98-00+; 2.728% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 30 basis points Par Call: After the date that is three months prior to maturity, the notes will be redeemable at par Price to Public: 99.539% Trade Date: August 13, 2013 Settlement Date: August 16, 2013 (T+3) Underwriting Discount: 0.650% Proceeds, before expenses, to Issuer: $247,222,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AE5 ISIN Number: US12673PAE51 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. The expenses of the offering of Notes. The Company intends to use the notesnet proceeds from the offering for general corporate purposes, not including underwriting discounts, are estimated at $1.5 million financing potential future acquisitions and are payable by the Issuer (a portion repayment of which will be reimbursed by the Underwriters)existing debt obligations.
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate your acceptance of sign and return to the Company a counterpart hereof, whereupon this Agreement by signing instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in the space provided belowaccordance with its terms. Very truly yours, CA, INC. By: /s/ Xxxxxxx Xxxxx X. Xxxx Name: Xxxxxxx Xxxxx X. Xxxx Title: Senior Executive Vice President, President & Chief Financial Officer By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President & Treasurer AcceptedCONFIRMED AND ACCEPTED as of the date first above written: August 13, 2013 XXXXXXX LYNCH, XXXXXXPIERCE, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CORBC CAPITAL MARKETS, LLC SCOTIA CAPITAL (USA) INC. LLC For themselves and on behalf of the several Underwriters listed in Schedule I hereto. By: XXXXXXX LYNCH, XXXXXXPIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxx Xxxxxxx Xxxxxx Xxxxxxxx Name: Xxx Xxxxxxx Xxxxxx Xxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxx X. Xxxxxxxx Name: Xxxxx Xxxx X. Xxxxxxxx Title: Executive Authorized Signatory By: SCOTIA CAPITAL (USA) INC. By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director For themselves and as Representatives of the several Underwriters named in Schedule A hereto. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 U.S.$ 100,000,000 U.S.$ 100,000,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 100,000,000 100,000,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc 100,000,000 100,000,000 BMO Capital Markets Corp. 50,000,000 50,000,000 CIBC World Markets Corp. 50,000,000 50,000,000 AltaCorp Capital (U.S.A.) Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 17,000,000 17,000,000 BNP Paribas Securities Corp. 7,500,000 HSBC 17,000,000 17,000,000 National Bank of Canada Financial Inc. 17,000,000 17,000,000 RBS Securities Inc. 17,000,000 17,000,000 TD Securities (USA) LLC 17,000,000 17,000,000 ANZ Securities, Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS 7,500,000 Mizuho Securities USA Inc. 4,375,000 Scotia Capital 7,500,000 7,500,000 Total U.S.$ 500,000,000 U.S.$ 500,000,000
(USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 • CA Marketing Corporation (Delaware) • CA Software Holding B.V. (Netherlands1) The final Term Sheetinitial public offering price of the 2023 Debentures shall be 99.899% of the principal amount thereof, dated August 13plus accrued interest, 2013if any, in from the form date of Xxxxx X. issuance.
(2) The purchase price to be paid by the Underwriters for the 2023 Debentures shall be 99.249% of the principal amount thereof.
(3) The interest rate on the 2023 Debentures shall be 3.500% per annum.
(1) The initial public offering price of the 2043 Debentures shall be 99.238% of the principal amount thereof, plus accrued interest, if any, from the date of issuance.
(2) The purchase price to be paid by the Underwriters for the 2043 Debentures shall be 98.363% of the principal amount thereof.
(3) The interest rate on the 2043 Debentures shall be 4.900% per annum. Issuer: CA, Agrium Inc. Ratings*Agrium Inc. Format: [intentionally omitted] SizeSEC Registered - Registration Statement No. 333-180315 SEC Registered - Registration Statement No. 333-180315 Ranking: $250,000,000 Maturity: August 15, 2018 Coupon (Interest Rate): 2.875% Yield to Maturity: 2.916% Spread to Benchmark Treasury: 143 basis points Benchmark Treasury: 1.375% due July 31, 2018 Benchmark Treasury Price and Yield: 99-15; 1.486% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 25 basis points Price to Public: 99.811% Senior Unsecured Senior Unsecured Trade Date: August 13May 28, 2013 May 28, 2013 Settlement Date: Underwriting Discount: August 16May 31, 2013 (T+3T + 3) 0.600% Proceeds, before expenses, to Issuer: $248,027,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AD7 ISIN Number: US12673PAD78 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2023 Coupon (Interest Rate): 4.500% Yield to Maturity: 4.558% Spread to Benchmark Treasury: 183 basis points Benchmark Treasury: 2.500% due August 15, 2023 Benchmark Treasury Price and Yield: 98-00+; 2.728% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 30 basis points Par Call: After the date that is three months prior to maturity, the notes will be redeemable at par Price to Public: 99.539% Trade Date: August 13, 2013 Settlement Date: August 16May 31, 2013 (T+3T + 3) Underwriting DiscountMaturity Date: 0.650June 1, 2023 June 1, 2043 Aggregate Principal Amount Offered: U.S.$500,000,000 U.S.$500,000,000 Coupon: 3.500% Proceeds, before expenses, 4.900% Price to Issuer: $247,222,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AE5 ISIN Number: US12673PAE51 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities Public (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. The expenses of the offering of the notes, not including underwriting discounts, are estimated at $1.5 million and are payable by the Issuer (a portion of which will be reimbursed by the Underwriters).Issue Price): 99.899% 99.238%
Appears in 1 contract
Samples: Purchase Agreement (Agrium Inc)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. Table of Contents Table of Contents If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate your acceptance of sign and return to the Company a counterpart hereof, whereupon this Agreement by signing instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in the space provided belowaccordance with its terms. Very truly yours, CA, INC. By: PETROLEUM DEVELOPMENT CORPORATION By /s/ Xxxxxxx Xxxxx X. Xxxxx Name: Xxxxxxx Xxxxx X. Xxxxx Title: Senior Vice PresidentPresident – Corporate Development Table of Contents CONFIRMED AND ACCEPTED, Treasurer Acceptedas of the date first above written: August 13, 2013 XXXXXXX LYNCH, XXXXXXPIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX XXXXXXX & CO. SECURITIES LLC For themselves and on behalf of the several Underwriters listed in Schedule I hereto. XXXXX FARGO SECURITIES, LLC XXXXXXX LYNCH, XXXXXXPIERCE, XXXXXX & XXXXX INCORPORATED By: By /s/ Xxxxx Xxx Xxxxxxx Xxxxx Name: Xxxxx Xxx Xxxxxxx Xxxxx Title: Managing Director X.X. XXXXXX XXXXXXX & CO. SECURITIES LLC ByBy /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC By /s/ Xxxxx Xxxx Xxxxxx Name: Xxxxx Xxxx Xxxxxx Title: Executive Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. Table of Contents Dated as of , 2012 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 • CA Marketing Corporation (Delaware) • CA Software Holding B.V. (Netherlands) The final Term Sheet, dated August 13, 2013, in the form of Xxxxx X. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2018 Coupon (Interest Rate): 2.875% Yield to Maturity: 2.916% Spread to Benchmark Treasury: 143 basis points Benchmark Treasury: 1.375% due July 31, 2018 Benchmark Treasury Price and Yield: 99-15; 1.486% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 25 basis points Price to Public: 99.811% Trade Date: August 13, 2013 Settlement Date: Underwriting Discount: August 16, 2013 (T+3) 0.600% Proceeds, before expenses, to Issuer: $248,027,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AD7 ISIN Number: US12673PAD78 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2023 Coupon (Interest Rate): 4.500% Yield to Maturity: 4.558% Spread to Benchmark Treasury: 183 basis points Benchmark Treasury: 2.500% due August 15, 2023 Benchmark Treasury Price and Yield: 98-00+; 2.728% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 30 basis points Par Call: After the date that is three months prior to maturity, the notes will be redeemable at par Price to Public: 99.539% Trade Date: August 13, 2013 Settlement Date: August 16, 2013 (T+3) Underwriting Discount: 0.650% Proceeds, before expenses, to Issuer: $247,222,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AE5 ISIN Number: US12673PAE51 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. The expenses of the offering of the notes, not including underwriting discounts, are estimated at $1.5 million and are payable by the Issuer (a portion of which will be reimbursed by the Underwriters).Incorporated
Appears in 1 contract
Samples: Underwriting Agreement (Petroleum Development Corp)
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance of this Agreement by signing in shall represent a binding agreement among the space provided belowCompany, the Adviser and the Underwriters. Very truly yours, CA, INCBy: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: CFO By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: CFO The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President, Treasurer Accepted: August 13, 2013 XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. LLC For themselves and on behalf of the several Underwriters listed in Schedule I hereto. XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXX For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxxx Xxxxx & CO. Associates, Inc. $ 64,687,500 Compass Point Research & Trading, LLC By: /s/ $ 2,062,500 Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Director Xxxxxxx LynchGroup, Pierce, Xxxxxx & Xxxxx Incorporated LLC $ 87,500,000 Xxxxxx Xxxxxxx 2,062,500 Ladenburg Xxxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital $ 2,062,500 Maxim Group LLC $ 2,062,500 Xxxxxxxxxxx & Co. Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 $ 2,062,500 Total $ 250,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities 75,000,000 The following sets forth the final terms of the 4.35% Notes due 2027 (USAthe “Notes”) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 • CA Marketing Corporation (Delaware) • CA Software Holding B.V. (Netherlands) The final Term Sheet, and should only be read together with the preliminary prospectus supplement dated August January 13, 20132022, together with the accompanying prospectus dated July 7, 2021, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the form Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. Issuer Saratoga Investment Corp. (the “Company”) Security 4.35% Notes due 2027 Expected Rating* BBB+ (Xxxx-Xxxxx) Aggregate Principal Amount Offered $75,000,000 Maturity February 28, 2027 Trade Date January 13, 2022 Settlement Date** January 19, 2022 (T+3) Use of Xxxxx X. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2018 Proceeds Make investments in middle-market companies (including investments made through SBIC subsidiaries) in accordance with the Company’s investment objective and strategies and for general corporate purposes. Price to Public (Issue Price) 99.317% of the aggregate principal amount Coupon (Interest Rate): 2.875) 4.35% Yield to Maturity: 2.916Maturity 4.50% Spread to Benchmark Treasury: 143 Treasury 301 basis points Benchmark Treasury: 1.375Treasury 1.25% due July December 31, 2018 2026 Benchmark Treasury Price and Yield: 99Yield 98-15; 1.48628/1.49% Interest Payment Dates: Semi-annually on each Dates February 15 28 and August 15 28, beginning August 28, 2022 Offer to Purchase upon a Change of each yearControl Repurchase Event If a Change of Control Repurchase Event occurs prior to maturity, commencing on February 15holders will have the right, 2014 Make-Whole Call: At any time at their option, to require the Company to repurchase for cash some or all of the Notes at a discount rate repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Optional Redemption The Company may redeem some or all of the Notes at any time, or from time to time, at a redemption price (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date: ● 100% of the principal amount of the Notes to be redeemed, or ● the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 25 50 basis points Price points; provided, however, that if the Company redeems any Notes on or after November 28, 2026 (the date falling three months prior to Public: 99.811the maturity date of the Notes), the redemption price for the Notes will be equal to 100% Trade Date: August 13of the principal amount of the Notes to be redeemed, 2013 Settlement Date: Underwriting Discount: August 16plus accrued and unpaid interest, 2013 (T+3) 0.600% Proceedsif any, before expensesto, but excluding, the date of redemption; provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to Issuer: less than $248,027,500 Denominations: 2,000. Denomination $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AD7 803 49AAF6 ISIN Number: US12673PAD78 Joint US80349AAF66 Underwriting Discount 2.000% Book-Running Managers: Manager Xxxxxxx XxxxxXxxxx & Associates, XxxxxxInc. Co-Managers Compass Point Research & Trading, Xxxxxx & LLC Xxxxx Incorporated Xxxxxx Xxxxxxx Group, LLC Ladenburg Xxxxxxxx & Co. Inc. Maxim Group LLC Citigroup Global Markets Xxxxxxxxxxx & Co. Inc. X.X. Xxxxxx * 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. ** Under Rule 15c6-1 under the Securities LLC CoExchange 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 on any date prior to the second business day before delivery thereof will be required, by virtue of the fact that the Notes initially will settle T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors. The information in the Preliminary Prospectus and in this pricing term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of the Company and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted. A shelf registration statement relating to these securities is on file with and has been declared effective by the SEC. Before you invest, you should read the Preliminary Prospectus, the accompanying prospectus, and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus and the accompanying prospectus if you request it from Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, email: xxxxxxxxxx@xxxxxxxxxxxx.xxx, tel: 000-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities 000-0000.
1. Pricing Press Release filed with the Commission on January 13, 2022 pursuant to Rule 497(a) (USA) Inc. RBC Capital Marketsas a Rule 482ad)
2. Final Term Sheet dated January 13, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments2022, Inc. Xxxxx Fargo substantially in the form attached hereto as Exhibit B, containing the terms of the Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2023 Coupon (Interest Rate): 4.500% Yield to Maturity: 4.558% Spread to Benchmark Treasury: 183 basis points Benchmark Treasury: 2.500% due August 15, 2023 Benchmark Treasury Price and Yield: 98-00+; 2.728% Interest Payment Dates: Semi-annually filed with the Commission on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 30 basis points Par Call: After the date that is three months prior to maturity, the notes will be redeemable at par Price to Public: 99.539% Trade Date: August January 13, 2013 Settlement Date: August 16, 2013 (T+3) Underwriting Discount: 0.650% Proceeds, before expenses, 2022 pursuant to Issuer: $247,222,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AE5 ISIN Number: US12673PAE51 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. The expenses of Rule 433 under the offering of the notes, not including underwriting discounts, are estimated at $1.5 million and are payable by the Issuer (a portion of which will be reimbursed by the Underwriters).1933 Act
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