TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [Addressee Manager] under, and pursuant to, that certain Equity Distribution Agreement among the Partnership and UBS Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc., Xxxxxxxxx LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc., and Xxxxx Fargo Securities, LLC, dated August 3, 2017 (the “Agreement”). Please indicate your acceptance of the proposed terms below by acknowledgment included in a return electronic mail message. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Units may be Sold: [ ], 20[ ], [ ], 20[ ] [ ], 20[ ] Maximum Amount to be Sold in the Aggregate: [ ], Maximum Number of Units to be Sold on each Trading Day: To be determined daily Floor Price: To be determined daily Compensation to [Addressee Manager]: [ ]% of the gross offering proceeds [Manager] [Address] [City, State Zip] Ladies and Gentlemen: EnLink Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated August 3, 2017 (the “Equity Distribution Agreement”), among the Partnership and UBS Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc., Xxxxxxxxx LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc., and Xxxxx Fargo Securities, LLC to issue and sell to [Addressee Manager] [ ] common units representing limited partner interests in the Partnership (the “Purchased Common Units”)[, and, solely for the purpose of covering over-allotments, to grant to [Addressee Manager] the option to purchase an additional [ ] common units representing limited partner interests in the Partnership (the “Additional Common Units”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[Addressee Manager] shall have the right to purchase from the Partnership all or a portion of the Additional Common Units as may be necessary to cover over-allotments made in connection with the offering of the Purchased Common Units at the same purchase price per share to be paid by [Addressee Manager] to the Partnership for the Purchased Common Units. This option may be exercised by [Addressee Manager] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Partnership. Such notice shall set forth the aggregate number of Additional Common Units as to which the option is being exercised, and the date and time when the Additional Common Units are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Common Units shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Common Units.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [Addressee Manager], as agent of the Partnership, of offers to purchase Units in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Common Units [and the Additional Common Units], in the form heretofore delivered to [Addressee Manager] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Partnership agrees to issue and sell to [Addressee Manager], and [Addressee Manager]agrees to purchase from the Partnership, the Purchased Common Units at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [Addressee Manager] and the Partnership. By: EnLink Midstream GP, LLC, its General Partner By: Name: Title: Accepted and agreed as of the date first above written: By: Name: Title: [Price to Public: USD[ . ] per unit] Purchase Price by [Addressee Manager]: USD[ . ] per unit Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Partnership in same day funds.]
Appears in 1 contract
Samples: Equity Distribution Agreement (EnLink Midstream Partners, LP)
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [Addressee Manager] under, and pursuant to, that certain Equity Distribution Agreement among the Partnership and UBS Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc., Xxxxxxxxx LLC, Mizuho Securities USA LLCXxxxxxx Xxxxx & Associates, Inc. and RBC Capital Markets, LLC, SunTrust Xxxxxxxx Xxxxxxxxdated November 7, Inc., and Xxxxx Fargo Securities, LLC, dated August 3, 2017 2014 (the “Agreement”). Please indicate your acceptance of the proposed terms below by acknowledgment included in a return electronic mail message. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Units may be Sold: [ ], 20[ ], [ ], 20[ ] [ ], 20[ ] Maximum Amount Number of Units to be Sold in the Aggregate: [ ], Maximum Number of Units to be Sold on each Trading Day: To be determined daily [ ], Floor Price: To be determined daily USD[ . ] Compensation to [Addressee Manager]: [ ]% of the gross offering proceeds Very truly yours, By: EnLink Midstream GP, LLC, its General Partner By: Name: Title: [Manager] [Address] [City, State Zip] Ladies and Gentlemen: EnLink Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated August 3November 7, 2017 2014 (the “Equity Distribution Agreement”), among the Partnership and UBS Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc., Xxxxxxxxx LLC, Mizuho Securities USA LLCXxxxxxx Xxxxx & Associates, Inc. and RBC Capital Markets, LLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc., and Xxxxx Fargo Securities, LLC to issue and sell to [Addressee Manager] [ ] common units representing limited partner interests in the Partnership (the “Purchased Common Units”)[, and, solely for the purpose of covering over-allotments, to grant to [Addressee Manager] the option to purchase an additional [ ] common units representing limited partner interests in the Partnership (the “Additional Common Units”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[Addressee Manager] shall have the right to purchase from the Partnership all or a portion of the Additional Common Units as may be necessary to cover over-allotments made in connection with the offering of the Purchased Common Units at the same purchase price per share to be paid by [Addressee Manager] to the Partnership for the Purchased Common Units. This option may be exercised by [Addressee Manager] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Partnership. Such notice shall set forth the aggregate number of Additional Common Units as to which the option is being exercised, and the date and time when the Additional Common Units are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Common Units shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Common Units.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [Addressee Manager], as agent of the Partnership, of offers to purchase Units in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Common Units [and the Additional Common Units], in the form heretofore delivered to [Addressee Manager] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Partnership agrees to issue and sell to [Addressee Manager], and [Addressee Manager]agrees to purchase from the Partnership, the Purchased Common Units at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [Addressee Manager] and the Partnership. By: EnLink Midstream GP, LLC, its General Partner By: Name: Title: Accepted and agreed as of the date first above written: By: Name: Title: [Price to Public: USD[ . ] per unit] Purchase Price by [Addressee Manager]: USD[ . ] per unit Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Partnership in same day funds.]
Appears in 1 contract
Samples: Equity Distribution Agreement (EnLink Midstream Partners, LP)
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [Addressee Manager•] under, and pursuant to, that certain Equity Distribution Agreement among between the Partnership American Finance Trust, Inc., a Maryland corporation (the “Company”), and UBS Securities LLCAmerican Finance Operating Partnership, Barclays Capital Inc.L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., Xxxxxxx LynchBBVA Securities Inc., PierceX. Xxxxx Securities, Xxxxxx Inc., Citizens Capital Markets, Inc., X.X. Xxxxxxxx & Xxxxx IncorporatedCo., Citigroup Global KeyBanc Capital Markets Inc., Xxxxxxxxx LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SunTrust Ladenburg Xxxxxxxx Xxxxxxxx, & Co. Inc., and Xxxxx Fargo Truist Securities, LLCInc. (each an “Agent” and collectively, the “Agents”), dated August 3January [●], 2017 2021 (the “Agreement”). Please indicate your acceptance of the proposed terms below by acknowledgment included in a return electronic mail messagebelow. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Units Shares may be Sold: [ [_______], 20[ [__], [ [_______], 20[ [__] [ . . . [_______], 20[ [__] Maximum Amount Number of Shares to be Sold in the Aggregate: [ ], [_______] Maximum Number of Units Shares to be Sold on each Trading Day: To be determined daily [_______] Floor Price: To be determined daily Compensation to USD[Addressee Manager]__.__] Compensation: [ [_______]% of the gross offering proceeds from the sale of Shares Very truly yours, By: Name: Title: By: Name: Title: the date first above written: [Manager•] By: Name: Title: [Address] [City, State Zip•] Ladies and Gentlemen: EnLink Midstream PartnersAmerican Finance Trust, LPInc., a Delaware limited partnership Maryland corporation (the “PartnershipCompany”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated August 3January [●], 2017 2021 (the “Equity Distribution Agreement”), among between the Partnership Company and UBS Securities LLCAmerican Finance Operating Partnership, Barclays Capital Inc.L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., Xxxxxxx LynchBBVA Securities Inc., PierceX. Xxxxx Securities, Xxxxxx Inc., Citizens Capital Markets, Inc., X.X. Xxxxxxxx & Xxxxx IncorporatedCo., Citigroup Global KeyBanc Capital Markets Inc., Xxxxxxxxx LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SunTrust Ladenburg Xxxxxxxx Xxxxxxxx, & Co. Inc., and Xxxxx Fargo Truist Securities, LLC Inc. (each an “Agent” and collectively, the “Agents”), to issue and sell to [Addressee Manager•] [ [_______] common units representing limited partner interests in shares of the Partnership Company’s 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock (the “Purchased Common UnitsShares”)) [, and, solely for the purpose of covering over-allotments, to grant to [Addressee Manager•] the option to purchase an additional [ [_______] common units representing limited partner interests in the Partnership shares of such preferred stock (the “Additional Common UnitsShares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[Addressee Manager•] shall have the right to purchase from the Partnership Company all or a portion of the Additional Common Units Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Common Units Shares at the same purchase price per share to be paid by [Addressee Manager•] to the Partnership Company for the Purchased Common UnitsShares. This option may be exercised by [Addressee Manager•] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the PartnershipCompany. Such notice shall set forth the aggregate number of Additional Common Units Shares as to which the option is being exercised, and the date and time when the Additional Common Units Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Common Units Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Common UnitsShares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [Addressee Manager•], as agent of the PartnershipCompany, of offers to purchase Units Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Common Units Shares [and the Additional Common UnitsShares], in the form heretofore delivered to [Addressee Manager•] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Partnership Company agrees to issue and sell to [Addressee Manager•], and [Addressee Manager]agrees •] agrees to purchase from the PartnershipCompany, the Purchased Common Units Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [Addressee Manager•] and the PartnershipCompany. By: EnLink Midstream GP, LLC, its General Partner By: Name: Title: Accepted and agreed as of By: Name: Title: the date first above written: [•] By: Name: Title: [Price to Public: USD[ . [__.__] per unitshare] Purchase Price by [Addressee Manager•]: USD[ . [__.__] per unit share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Partnership Company in same day funds.]
Appears in 1 contract
Samples: Equity Distribution Agreement (American Finance Trust, Inc)
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [Addressee Manager•] under, and pursuant to, that certain Equity Distribution Agreement among the Partnership Centerspace, a North Dakota real estate investment trust, and Centerspace, LP, each of BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Xxxxxxxxx LLC, Xxxxx Xxxxxxx & Co., Xxxxxxx Xxxxx & Associates, Inc., and UBS Securities LLC, Barclays Capital as sales agent, forward seller (except with respect to BTIG, LLC) and/or principal, and Nomura Securities International, Inc. (acting through BTIG, LLC as its agent), as forward seller to Nomura Global Financial Products, Inc., BMO Capital Markets Corp.its relevant forward purchaser, Xxxxxxx Lynchand each of Bank of Montreal, PierceBank of America, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc.N.A., Xxxxxxxxx LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SunTrust Xxxxxxxx XxxxxxxxNomura Global Financial Products, Inc., Xxxxx Xxxxxxx & Co., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo SecuritiesUBS AG London Branch, LLCas forward purchaser, dated August 3September 10, 2017 2021, as amended on May 9, 2024 (the “Agreement”). Please indicate your acceptance of the proposed terms below by acknowledgment included in a return electronic mail messagebelow. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Units Shares may be Sold: [ [_______], 20[ [__], [ [_______], 20[ [__] [ . . . [_______], 20[ [__] Maximum Amount Number of Shares to be Sold in the Aggregate: [ ], [_______] Maximum Number of Units Shares to be Sold on each Trading Day: To be determined daily [_______] Floor Price: To be determined daily Compensation to USD[Addressee Manager]: [ ]% of the gross offering proceeds [Manager__.__] [Address] [City, State Zip] Ladies and Gentlemen: EnLink Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated August 3, 2017 (the “Equity Distribution Agreement”), among the Partnership and UBS Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc., Xxxxxxxxx LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc., and Xxxxx Fargo Securities, LLC to issue and sell to [Addressee Manager] [ ] common units representing limited partner interests in the Partnership (the “Purchased Common Units”)[, and, solely for the purpose of covering over-allotments, to grant to [Addressee Manager] the option to purchase an additional [ ] common units representing limited partner interests in the Partnership (the “Additional Common Units”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[Addressee Manager] shall have the right to purchase from the Partnership all or a portion of the Additional Common Units as may be necessary to cover over-allotments made in connection with the offering of the Purchased Common Units at the same purchase price per share to be paid by [Addressee Manager] to the Partnership for the Purchased Common Units. This option may be exercised by [Addressee Manager] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Partnership. Such notice shall set forth the aggregate number of Additional Common Units as to which the option is being exercised, and the date and time when the Additional Common Units are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Common Units shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Common Units.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [Addressee Manager], as agent of the Partnership, of offers to purchase Units in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Common Units [and the Additional Common Units], in the form heretofore delivered to [Addressee Manager] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Partnership agrees to issue and sell to [Addressee Manager], and [Addressee Manager]agrees to purchase from the Partnership, the Purchased Common Units at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [Addressee Manager] and the Partnership. By: EnLink Midstream GP, LLC, its General Partner By: Name: Title: Accepted and agreed as of the date first above written: By: Name: Title: [Price to Public: USD[ . ] per unit] Purchase Price by [Addressee Manager]: USD[ . ] per unit Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Partnership in same day funds.]766089616.3
Appears in 1 contract
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [Addressee Manager•] under, and pursuant to, that certain Equity Distribution Agreement among the Partnership Centerspace, a North Dakota real estate investment trust, and Centerspace, LP, each of BMO Capital Markets Corp., Xxxxxx X. Xxxxx & Co. Incorporated, BofA Securities, Inc., BTIG, LLC, Colliers Securities LLC, Xxxxxx Xxxxxxxxxx Xxxxx LLC, Xxxxxxxxx LLC, Xxxxx Xxxxxxx & Co., Xxxxxxx Xxxxx & Associates, Inc., RBC Capital Markets, LLC and UBS Securities LLC, Barclays Capital as sales agent, forward seller (except with respect to BTIG, LLC) and/or principal, and Nomura Securities International, Inc. (acting through BTIG, LLC as its agent), as forward seller to Nomura Global Financial Products, Inc., BMO Capital Markets Corp.its relevant forward purchaser, Xxxxxxx Lynch, Pierceand each of Bank of Montreal, Xxxxxx X. Xxxxx & Xxxxx Co. Incorporated, Citigroup Global Markets Inc.Bank of America, N.A., Xxxxxxxxx LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SunTrust Xxxxxxxx XxxxxxxxNomura Global Financial Products, Inc., Xxxxx Xxxxxxx & Co., Xxxxxxx Xxxxx & Associates, Inc., Royal Bank of Canada, and Xxxxx Fargo SecuritiesUBS AG London Branch, LLCas forward purchaser, dated August 3September 10, 2017 2021, as amended by Amendment No. 1 to the Equity Distribution Agreement, effective as of May 9, 2024, Amendment No. 2 to the Equity Distribution Agreement, effective as of July 29, 2024, and Amendment No. 3 to the Equity Distribution Agreement, effective as of September 9, 2024, (collectively, the “Agreement”). Please indicate your acceptance of the proposed terms below by acknowledgment included in a return electronic mail messagebelow. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Units Shares may be Sold: [ [_______], 20[ [__], [ [_______], 20[ [__] [ . . . [_______], 20[ [__] Maximum Amount Number of Shares to be Sold in the Aggregate: [ ], [_______] Maximum Number of Units Shares to be Sold on each Trading Day: To be determined daily [_______] Floor Price: To be determined daily Compensation to USD[Addressee Manager]__.__] Compensation: [ [_______]% of the gross offering proceeds from the sale of Shares Very truly yours, By: Name: Title: By: Name: Title: Accepted and agreed as of the date first above written: [Manager•] By: Name: Title: From: Centerspace Cc: Centerspace, LP To: [•] Date: [•] Subject: Forward Placement Notice Ladies and Gentlemen: Reference is made to the Equity Distribution Agreement, dated as of September 10, 2021, as amended by Amendment No. 1 to the Equity Distribution Agreement, effective as of May 9, 2024, Amendment No. 2 to the Equity Distribution Agreement, effective as of July 29, 2024, and Amendment No. 3 to the Equity Distribution Agreement, effective as of September 9, 2024 (collectively, the “Agreement”), among Centerspace, Centerspace, LP, each of BMO Capital Markets Corp., Xxxxxx X. Xxxxx & Co. Incorporated, BofA Securities, Inc., BTIG, LLC, Colliers Securities LLC, Xxxxxx Xxxxxxxxxx Xxxxx LLC, Xxxxxxxxx LLC, Xxxxx Xxxxxxx & Co., Xxxxxxx Xxxxx & Associates, Inc., RBC Capital Markets, LLC and UBS Securities LLC, as sales agent, forward seller (except with respect to BTIG, LLC) and/or principal, and Nomura Securities International, Inc. (acting through BTIG, LLC as its agent), as forward seller to Nomura Global Financial Products, Inc., its relevant forward purchaser, and each of Bank of Montreal, Xxxxxx X. Xxxxx & Co. Incorporated, Bank of America, N.A., Xxxxxxxxx LLC, Nomura Global Financial Products, Inc., Xxxxx Xxxxxxx & Co., Xxxxxxx Xxxxx & Associates, Inc., Royal Bank of Canada and UBS AG London Branch, as forward purchaser. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement or the [Form of Confirmation set forth in Exhibit D to the Agreement][Master Confirmation, dated as of [•], between the Company and [•] (the “Master Confirmation”)]. The Company desires to enter into a Forward, including a related [Confirmation][Supplemental Confirmation], on the following terms: Forward Hedge Selling Period: [•]-[•] Maximum Number of Shares to be Sold Daily: [•] Aggregate Maximum Forward Hedge Amount: [USD][•] Minimum Price per Share: USD[•] Forward Seller Commission: [•]% Spread: [•]% 1 Adjustable by the Company during the Forward Hedge Selling Period. Initial Stock Loan Rate: [•]% Maximum Stock Loan Rate: [•]% Trade Date: [•], 20[•] Maturity Date: [•], 20[•] Forward Price Reduction Dates / Amounts (USD): [•], 20[•] / USD [•] [Address•], 20[•] / USD [•] [City•], State Zip20[•] / USD [•] [•], 20[•] / USD [•] [Other Deviations from [Form of][Master] Confirmation:] [•] Very truly yours, By: Name: Title: [Agreed and accepted by: By: Name: Title: ] [•] Ladies and Gentlemen: EnLink Midstream Partners, LPCenterspace, a Delaware limited partnership North Dakota real estate investment trust (the “PartnershipCompany”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated August 3September 10, 2017 2021, as amended by Amendment No. 1 to the Equity Distribution Agreement, effective as of May 9, 2024, Amendment No. 2 to the Equity Distribution Agreement, effective as of July 29, 2024, and Amendment No. 3 to the Equity Distribution Agreement, effective as of September 9, 2024 (collectively, the “Equity Distribution Agreement”), among between the Partnership Company and Centerspace, LP a North Dakota Limited Partnership, each of BMO Capital Markets Corp., Xxxxxx X. Xxxxx & Co. Incorporated, BofA Securities, Inc., BTIG, LLC, Colliers Securities LLC, Xxxxxx Xxxxxxxxxx Xxxxx LLC, Xxxxxxxxx LLC, Xxxxx Xxxxxxx & Co., Xxxxxxx Xxxxx & Associates, Inc., RBC Capital Markets, LLC and UBS Securities LLC, Barclays Capital as sales agent, forward seller (except with respect to BTIG, LLC) and/or principal, and Nomura Securities International, Inc. (acting through BTIG, LLC as its agent), as forward seller to Nomura Global Financial Products, Inc., BMO Capital Markets Corp.its relevant forward purchaser, Xxxxxxx Lynch, Pierceand each of Bank of Montreal, Xxxxxx X. Xxxxx & Xxxxx Co. Incorporated, Citigroup Global Markets Inc.Bank of America, N.A., Xxxxxxxxx LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SunTrust Xxxxxxxx XxxxxxxxNomura Global Financial Products, Inc., Xxxxx Xxxxxxx & Co., Xxxxxxx Xxxxx & Associates, Inc., Royal Bank of Canada and Xxxxx Fargo SecuritiesUBS AG London Branch, LLC as forward purchaser, to issue and sell to [Addressee Manager•] [ [_______] shares of the Company’s common units representing limited partner interests in the Partnership shares of beneficial interest, no par value per share (the “Purchased Common UnitsShares”)) [, and, solely for the purpose of covering over-allotments, to grant to [Addressee Manager•] the option to purchase an additional [ [_______] shares of such common units representing limited partner interests in the Partnership shares of beneficial interest (the “Additional Common UnitsShares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[Addressee Manager•] shall have the right to purchase from the Partnership Company all or a portion of the Additional Common Units Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Common Units Shares at the same purchase price per share to be paid by [Addressee Manager•] to the Partnership Company for the Purchased Common UnitsShares. This option may be exercised by [Addressee Manager•] at any time (but not more than once) on or before the thirtieth 30th day following the date of this Terms Agreement, by written notice to the PartnershipCompany. Such notice shall set forth the aggregate number of Additional Common Units Shares as to which the option is being exercised, and the date and time when the Additional Common Units Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Common Units Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Common UnitsShares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [Addressee Manager•], as agent of the PartnershipCompany, of offers to purchase Units Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Common Units Shares [and the Additional Common UnitsShares], in the form heretofore delivered to [Addressee Manager•] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Partnership Company agrees to issue and sell to [Addressee Manager•], and [Addressee Manager]agrees •] agrees to purchase from the PartnershipCompany, the Purchased Common Units Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [Addressee Manager•] and the PartnershipCompany. By: EnLink Midstream GP, LLC, its General Partner Name: Title: By: Name: Title: Accepted and agreed as of the date first above written: [•] By: Name: Title: [Price to Public: USD[ . [__.__] per unitshare] Purchase Price by [Addressee Manager•]: USD[ . [__.__] per unit share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Partnership Company in same same-day funds.]
Appears in 1 contract
