PRICING AGREEMENT
Exhibit 1.2
EXECUTION COPY
March 11, 2008
X.X. Xxxxxx Securities Inc.
Banc of America Securities LLC
Deutsche Bank Securities Inc.
Xxxxxxx, Sachs & Co.
Greenwich Capital Markets, Inc.
Banc of America Securities LLC
Deutsche Bank Securities Inc.
Xxxxxxx, Sachs & Co.
Greenwich Capital Markets, Inc.
As Representatives of the
several Underwriters named
in Schedule I hereto
several Underwriters named
in Schedule I hereto
c/o X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Banc of America Securities LLC
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Greenwich Capital Markets, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Ladies and Gentlemen:
Dover Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated March 11, 2008 (the “Underwriting
Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”)
the Securities specified in Schedule II hereto (the “Designated Securities”).
Each of the provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations and warranties set
forth therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the Pricing
Prospectus, the Pricing Disclosure Package and the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Pricing Prospectus, the Pricing Disclosure Package and the Prospectus,
and also a representation and warranty as of the date of this Pricing Agreement in relation to the
Pricing Prospectus, the Pricing Disclosure Package and the Prospectus relating to the Designated
Securities which are the subject of this Pricing Agreement.
Each reference to the Representatives herein and in the provisions of the Underwriting
Agreement so incorporated by reference shall be deemed to refer to you. The Representatives
designated to act on behalf of each of the Underwriters of the Designated Securities pursuant to
Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such
Section 13 are set forth at the end of Schedule II hereto.
Each of the Underwriters agrees that it will not offer or sell any of the Designated
Securities in any jurisdiction outside the United States except in circumstances that will result
in compliance in all material respects with the applicable laws thereof.
The Prospectus relating to the Designated Securities, in the form heretofore delivered to you,
is now proposed to be filed with the Commission.
Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein
as therein defined.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement
incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at
the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of such Underwriter in
Schedule I hereto.
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If the foregoing is in accordance with your understanding, please sign and return to us
counterparts hereof for the Company and each of the Representatives plus one counterpart for each
counsel, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and
such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein
by reference, shall constitute a binding agreement between each of the Underwriters and the
Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters
is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the
form of which shall be submitted to the Company for examination upon request, but without
representation or warranty on the part of the Representatives as to the authority of the signers
thereof.
| Very truly yours, DOVER CORPORATION |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President, Finance and Chief Financial Officer |
|||
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| Accepted as of the date hereof: | ||||||
| X.X. XXXXXX SECURITIES INC. | ||||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||||
| Name: | Xxxxxx Xxxxxxxxx | |||||
| Title: | Vice President | |||||
| BANC OF AMERICA SECURITIES LLC | ||||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||||
| Name: | Xxxxx X. Xxxxxxx | |||||
| Title: | Vice President | |||||
| DEUTSCHE BANK SECURITIES INC. | ||||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Name: | Xxxx Xxxxxx | |||||
| Title: | Director | |||||
| By: | /s/ Xxxxx Xxxxxxx | |||||
| Name: | Xxxxx Xxxxxxx | |||||
| Title: | Managing Director | |||||
| XXXXXXX, SACHS & CO. | ||||||
| /s/ Xxxxxxx, Sach & Co. | ||||||
| (Xxxxxxx, Sachs & Co.) | ||||||
| GREENWICH CAPITAL MARKETS, INC. | ||||||
| By: | /s/ Xxxxx Xxxxxxxxxx | |||||
| Name: | Xxxxx Xxxxxxxxxx | |||||
| Title: | Managing Director | |||||
On behalf of the several Underwriters
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SCHEDULE I
| Principal | Principal | |||||||
| Amount of | Amount of | |||||||
| 5.45% Notes | 6.60% Notes | |||||||
| due 2018 to | due 2038 to | |||||||
| Underwriters | be Purchased | be Purchased | ||||||
X.X. Xxxxxx Securities Inc. |
$ | 87,500,000 | $ | 62,500,000 | ||||
Banc of America Securities LLC |
87,500,000 | 12,500,000 | ||||||
Deutsche Bank Securities Inc. |
87,500,000 | 12,500,000 | ||||||
Xxxxxxx, Sachs & Co. |
17,500,000 | 62,500,000 | ||||||
Greenwich Capital Markets, Inc. |
17,500,000 | 62,500,000 | ||||||
Citigroup Global Markets Inc. |
17,500,000 | 12,500,000 | ||||||
Xxxxxx Xxxxxxx & Co. Incorporated |
17,500,000 | 12,500,000 | ||||||
Wachovia Capital Markets, LLC |
17,500,000 | 12,500,000 | ||||||
Total |
$ | 350,000,000 | $ | 250,000,000 | ||||
SCHEDULE II
Title of Designated Securities:
5.45% Notes due 2018 (the “2018 Notes”); and
6.60% Notes due 2038 (the “2038 Notes” and, together with the 2018 Notes, the “Designated
Securities”).
Aggregate principal amount:
In the case of the 2018 Notes, $350,000,000; and
in the case of the 2038 Notes, $250,000,000.
Price to Public:
In the case of the 2018 Notes, 99.725% of the principal amount of the 2018 Notes; and
in the case of the 2038 Notes, 99.818% of the principal amount of the 2038 Notes.
Purchase Price to Underwriters:
In the case of the 2018 Notes, 99.075% of the principal amount of the 2018 Notes; and
in the case of the 2038 Notes, 98.943% of the principal amount of the 2038 Notes.
In the case of the 2018 Notes, the selling concession shall be 0.40% and the reallowance
concession shall be 0.25%, in each case of the principal amount of the 2018 Notes; and
in the case of the 2038 Notes, the selling concession shall be 0.50% and the reallowance
concession shall be 0.25%, in each case of the principal amount of the 2038 Notes.
Form of Designated Securities:
Book-entry only form represented by one or more global securities deposited with The
Depository Trust Company (“DTC”) or its designated custodian, to be made available for
checking by the Representatives at least twenty-four hours prior to the Time of Delivery at
the office of DTC.
Time of Delivery:
9:00 a.m. (New York City time), or as soon as possible thereafter, on March 14, 2008
Indenture:
Indenture dated February 8, 2001, between the Company and Bank One Trust Company, N.A. (as
predecessor to The Bank of New York and JPMorgan Chase Bank, N.A.), as Trustee, as
supplemented by the Second Supplemental Indenture, to be dated March 14,
II-1
2008, between the Company and The Bank of New York (as successor to Bank One Trust Company,
N.A. and JPMorgan Chase Bank, N.A.) as Trustee, relating to the Designated Securities.
Maturity:
In the case of the 2018 Notes, March 15, 2018; and
in the case of the 2038 Notes, March 15, 2038.
Interest Rate:
In the case of the 2018 Notes, 5.45%; and
in the case of the 2038 Notes, 6.60%.
Interest Payment Dates:
March 15 and September 15 of each year, beginning on September 15, 2008, in the case of all
of the Designated Securities.
Redemption Provisions:
No mandatory redemption provisions.
The Company may, at its option, redeem the Designated Securities in whole at any time or in
part from time to time at a redemption price as described under the caption “Description of
the Notes—Optional Redemption” in the Company’s preliminary prospectus supplement dated
March 11, 2008 relating to the Designated Securities (the “Preliminary Prospectus
Supplement”).
Change of Control Offer Provisions:
If a change of control triggering event occurs, the Company will be required, subject to
certain conditions, to make an offer to repurchase the Designated Securities at a price
equal to 101% of the principal amount of the Designated Securities, plus accrued and unpaid
interest to the date of repurchase (all as described under the caption “Description of the
Notes—Change of Control” in the Preliminary Prospectus Supplement).
Sinking Fund Provisions:
No sinking fund provisions.
Defeasance Provisions:
As set forth in the Indenture.
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Closing Location for Delivery of Designated Securities:
Xxxxxxx Xxxxxxx & Xxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Additional Closing Conditions:
No additional closing conditions.
Names and addresses of Representatives:
Designated Representatives:
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Banc of America Securities LLC
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Greenwich Capital Markets, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Address for Notices, etc.:
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Investment Grade Syndicate Desk
Fax: (000) 000-0000
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Investment Grade Syndicate Desk
Fax: (000) 000-0000
Banc of America Securities LLC
00 Xxxx 00xx Xxxxxx
XX0-000-00-00
Xxx Xxxx, Xxx Xxxx 00000
00 Xxxx 00xx Xxxxxx
XX0-000-00-00
Xxx Xxxx, Xxx Xxxx 00000
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Attention: High Grade Transaction Management/Legal
Fax: (000) 000-0000
Fax: (000) 000-0000
Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Debt Capital Markets – Syndicate Desk
Fax: (000) 000-0000
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Debt Capital Markets – Syndicate Desk
Fax: (000) 000-0000
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Registration Department
Fax: (000) 000-0000
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Registration Department
Fax: (000) 000-0000
Greenwich Capital Markets, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Debt Capital Markets Syndicate
Fax: (000) 000-0000
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Debt Capital Markets Syndicate
Fax: (000) 000-0000
Applicable Time:
5:00 p.m. (New York City time), on March 11, 2008, in the case of all the Designated
Securities
List of Free Writing Prospectuses
Final Term Sheet, dated March 11, 2008 substantially in the form of Appendix A attached
hereto.
Other Terms:
None.
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APPENDIX A
FINAL TERM SHEET
Dated March 11, 2008
Dated March 11, 2008
Issuer:
|
Dover Corporation | |
Title of Securities:
|
5.45% Notes Due 2018 (“2018 Notes”) | |
| 6.60% Notes Due 2038 (“2038 Notes”) | ||
Aggregate Principal Amount:
|
$350,000,000 (2018 Notes) | |
| $250,000,000 (2038 Notes) | ||
Issue Price (Price to Public):
|
99.725% of principal amount (2018 Notes) | |
| 99.818% of principal amount (2038 Notes) | ||
Maturity:
|
March 15, 2018 (2018 Notes) | |
| March 15, 2038 (2038 Notes) | ||
Coupon (Interest Rate):
|
5.45% (2018 Notes) | |
| 6.60% (2038 Notes) | ||
Benchmark Treasury:
|
3.500% February 15, 2018 (2018 Notes) | |
| 5.000% May 15, 2037 (2038 Notes) | ||
Spread to Benchmark Treasury:
|
190 basis points (1.900%) (2018 Notes) | |
| 210 basis points (2.100%) (2038 Notes) | ||
Benchmark Treasury Price
and Yield:
|
99-09; 3.586% (2018 Notes) | |
| 107-26+; 4.514% (2038 Notes) | ||
Yield to Maturity:
|
5.486% (2018 Notes) | |
| 6.614% (2038 Notes) | ||
Make-Whole Provision:
|
T+30bps (2018 Notes) | |
| T+35bps (2038 Notes) | ||
Interest Payment Dates:
|
March 15 and September 15 of each year, commencing on September 15, 2008 |
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Redemption Provisions:
|
No mandatory redemption provisions | |
| Dover Corporation may, at its option, redeem the Notes as described in the preliminary prospectus supplement, dated March 11, 2008 | ||
Change of Control Offer:
|
As described in the preliminary prospectus supplement, dated March 11, 2008 | |
Legal Format:
|
SEC-registered | |
Settlement Date:
|
T+3; March 14, 2008 | |
Joint Booking-Running Managers:
|
X.X. Xxxxxx Securities Inc. | |
| Banc of America Securities LLC | ||
| Deutsche Bank Securities Inc. | ||
| Xxxxxxx, Xxxxx & Co. | ||
| Greenwich Capital Markets, Inc. | ||
Co-Managers:
|
Citigroup Global Markets Inc. | |
| Xxxxxx Xxxxxxx & Co. Incorporated | ||
| Wachovia Capital Markets, LLC | ||
CUSIP:
|
000000XX0 (2018 Notes) | |
| 000000XX0 (2038 Notes) | ||
ISIN:
|
US260003AH16 (2018 Notes) | |
| US260003AG33 (2038 Notes) | ||
Ratings:
|
A2 (Xxxxx’x); A (S&P); A (Fitch) |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.
The offer and sale of the Notes to which this final term sheet relates have been registered by
Dover Corporation by means of a registration statement on Form S-3 (SEC File No. 333-149629).
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any
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underwriter or any dealer participating in this offering will arrange to send you the prospectus if
you request it by calling X.X. Xxxxxx Securities Inc. collect at 0-000-000-0000, Banc of America
Securities LLC toll free at 1-800-294-1322, Deutsche Bank Securities Inc. toll free at
1-800-503-4611, Xxxxxxx, Xxxxx & Co. toll free at 1-866-471-2526 and Greenwich Capital Markets Inc.
toll-free at 0-000-000-0000.
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