SENIOR NOTES PRICING AGREEMENT
Exhibit 1.1
SENIOR NOTES PRICING AGREEMENT
CREDIT SUISSE SECURITIES (USA) LLC
XXXXXXX, XXXXX & CO.
X.X. XXXXXX SECURITIES INC.,
As Representatives of the several Underwriters named in Schedule I hereto,
March 31, 2009
Dear Sirs:
Xxxxxxxxx-Xxxx Global Holding Company Limited (the “Company”) proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions dated as of March 31, 2009 (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”). The Designated Securities will be guaranteed (the “Guarantee”) to the extent and as provided in the Indenture. 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 with respect to the Prospectus in Section 2 and Section 3 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 Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented 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. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and 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.
An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. 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.
If the foregoing is in accordance with your understanding, please sign and return to us two counterparts hereof, 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, the Company and the Guarantor. 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 and the Guarantor for examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
| Very truly yours, | ||
| XXXXXXXXX-XXXX GLOBAL HOLDING COMPANY LIMITED, as Issuer | ||
| By: | /s/ Xxxxx X. Xxxx | |
| XXXXXXXXX-XXXX COMPANY LIMITED, | ||
| as Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| By: | /s/ Xxxxxxxx Xxxxxxxxx | |
Signature Page — Pricing Agreement
Accepted as of the date hereof
on behalf of each of the Underwriters:
| CREDIT SUISSE SECURITIES (USA) LLC, | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Managing Director | ||
| XXXXXXX, SACHS & CO., | ||
| By: | /s/ Xxxxxxx, Xxxxx & Co. | |
| (XXXXXXX, SACHS & CO.) | ||
| X.X. XXXXXX SECURITIES INC., | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Executive Director | ||
Signature Page — Pricing Agreement
SCHEDULE I
TO THE SENIOR NOTES PRICING AGREEMENT
| Underwriter |
Principal Amount of Designated Securities to be Purchased | ||
| Credit Suisse Securities (USA) LLC |
$ | 174,667,000 | |
| Xxxxxxx, Sachs & Co. |
$ | 174,667,000 | |
| X.X. Xxxxxx Securities Inc. |
$ | 174,667,000 | |
| Citigroup Global Markets Inc. |
$ | 20,371,000 | |
| Banc of America Securities LLC |
$ | 18,012,000 | |
| BNP Paribas Securities Corp. |
$ | 18,012,000 | |
| Mitsubishi UFJ Securities (USA), Inc. |
$ | 18,012,000 | |
| Deutsche Bank Securities Inc. |
$ | 18,012,000 | |
| Mizuho Securities USA Inc. |
$ | 15,458,000 | |
| HSBC Securities (USA) Inc. |
$ | 11,561,000 | |
| Greenwich Capital Markets, Inc. |
$ | 11,561,000 | |
| Total |
$ | 655,000,000 | |
SCHEDULE II
TO THE SENIOR NOTES PRICING AGREEMENT
9.500% Senior Notes due 2014
AGGREGATE PRINCIPAL AMOUNT:
U.S. $655,000,000
PRICE TO PUBLIC:
99.992% of the principal amount of the Designated Securities, plus accrued interest, if any, from Xxxxx 0, 0000
XXXXXXXX PRICE BY UNDERWRITERS:
99.392% of the principal amount of the Designated Securities, plus accrued interest, if any, from April 3, 2009
METHOD AND SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Same day funds; book-entry form
GUARANTOR:
Xxxxxxxxx-Xxxx Company Limited, a Bermuda company
INDENTURE:
Indenture, dated as of August 12, 2008, as supplemented, between the Company, the Guarantor and Xxxxx Fargo Bank, N.A., as Trustee
APPLICABLE TIME: 4:30 P.M. New York City time on March 31, 2009
MATURITY: April 15, 2014
INTEREST RATE:
9.500%
INTEREST PAYMENT DATES:
April 15 and October 15, beginning October 15, 2009
REDEMPTION PROVISIONS:
Make-whole call at T + 50bps
Change of control put at 101%
TIME OF DELIVERY:
April 3, 2009
CLOSING LOCATION:
Offices of Cravath, Swaine & Xxxxx LLP
Worldwide Plaza
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
NAME AND ADDRESSES OF REPRESENTATIVE:
Designated Representatives:
Credit Suisse Securities (USA) LLC
Attn: Xxxxxx Xxxxxxx
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxxx, Xxxxx & Co.
Registration Department
00 Xxxxx Xxxxxx, 00xx xxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attn: Registration Department
X.X. Xxxxxx Securities Inc.
Attention: Xxxxx Xxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
