Common Contracts

195 similar Underwriting Agreement contracts by Becton Dickinson & Co, Essential Utilities, Inc., Yum Brands Inc, others

Illumina, Inc. 4.650% Notes due 2026 Underwriting Agreement
Underwriting Agreement • September 9th, 2024 • Illumina, Inc. • Laboratory analytical instruments

and the performance by the Company of its obligations under the Underwriting Agreement (i) do not violate the Certificate of Incorporation or By-laws of the Company, (ii) do not result in a breach of or constitute a default under the express terms and conditions of any Specified Agreement, and (iii) will not violate any law, rule or regulation of the United States of America, the State of New York or the General Corporation Law of the State of Delaware of the type that in our experience typically would be applicable to transactions of the type contemplated by the Underwriting Agreement. Our opinion in clause (ii) of the preceding sentence relating to the Specified Agreements does not extend to compliance with any financial ratio or any limitation in any contractual restriction expressed as a dollar amount (or an amount expressed in another currency).

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Essential Utilities, Inc. $500,000,000 4.800% Senior Notes due 2027 Underwriting Agreement
Underwriting Agreement • August 13th, 2024 • Essential Utilities, Inc. • Water supply

Essential Utilities, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $500,000,000 principal amount of its 4.800% Senior Notes due 2027 (the “Securities”, and the offer and sale of the Securities hereunder being called the “Debt Offering”). The Securities will be issued pursuant to the base indenture, dated as of April 23, 2019, between the Company, as issuer, and U.S. Bank Trust Company, National Association, as successor trustee to U.S. Bank N.A. (the “Trustee”), as amended and supplemented by the first supplemental indenture thereto (the “Base Indenture”), and a related supplemental indenture, to be dated as of the Time of Delivery (as defined in Section 4(a) of this Agreement), between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Inden

GE HealthCare Technologies Inc. Underwriting Agreement
Underwriting Agreement • August 9th, 2024 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus

GE HealthCare Technologies Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $1,000,000,000 principal amount of the 4.800% Senior Notes due 2029 specified above (the “Securities”). The Securities will be issued pursuant to the indenture, dated as of November 22, 2022 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture to be dated on or about August 14, 2024 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

Hyatt Hotels Corporation $450,000,000 5.250% Senior Notes due 2029 $350,000,000 5.500% Senior Notes due 2034 ________ Underwriting Agreement
Underwriting Agreement • August 6th, 2024 • Hyatt Hotels Corp • Hotels & motels

Hyatt Hotels Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. are acting as representatives (the “Representatives”), an aggregate of $450,000,000 principal amount of its 5.250% Senior Notes due 2029 (the “2029 Notes”) and an aggregate of $350,000,000 principal amount of its 5.500% Senior Notes due 2034 (the “2034 Notes” and, together with the 2029 Notes, the “Securities”).

Choice Hotels International, Inc. Underwriting Agreement
Underwriting Agreement • July 2nd, 2024 • Choice Hotels International Inc /De • Hotels & motels

Choice Hotels International, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and Truist Securities, Inc. are acting as representatives (the “Representatives”), an aggregate of $600,000,000 principal amount of 5.850% Senior Notes due 2034 of the Company (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of August 25, 2010 (the “Base Indenture”), between the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo

Essent Group Ltd. Underwriting Agreement
Underwriting Agreement • July 1st, 2024 • Essent Group Ltd. • Surety insurance

Essent Group Ltd., a Bermuda exempted company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of $500 million principal amount of 6.250% Notes due 2029 (the “Securities”). The Securities will be issued pursuant to an Indenture (the "Base Indenture"), to be dated as of July 1, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture (the “Supplemental Indenture”) to be dated as of July 1, 2024, between the Company and the Trustee. The Base Indenture, together with the Supplemental Indenture, are referred to herein as the “Indenture.”

Underwriting Agreement
Underwriting Agreement • June 7th, 2024 • Becton Dickinson & Co • Surgical & medical instruments & apparatus

Becton, Dickinson and Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of (i) $600,000,000 principal amount of its 5.081% Notes due 2029 (the “2029 Notes”).

CNO FINANCIAL GROUP, INC. $700,000,000 6.450% SENIOR NOTES DUE 2034 UNDERWRITING AGREEMENT May 8, 2024
Underwriting Agreement • May 13th, 2024 • CNO Financial Group, Inc. • Accident & health insurance • New York

The Securities will be issued pursuant to the Indenture, dated as of June 12, 2019, between the Company and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), as supplemented by the Third Supplemental Indenture thereto, to be dated as of May 13, 2024 (collectively, the “Indenture”).

Becton, Dickinson and Company Debt Securities Underwriting Agreement
Underwriting Agreement • February 6th, 2024 • Becton Dickinson & Co • Surgical & medical instruments & apparatus

Becton, Dickinson and Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of (i) $625,000,000 principal amount of its 4.874% Notes due 2029 (the “2029 Notes”) and (ii) $550,000,000 principal amount of its 5.110% Notes due 2034 (the “2034 Notes” and, together with the 2029 Notes, the “Securities”).

Becton, Dickinson and Company Debt Securities Underwriting Agreement
Underwriting Agreement • February 6th, 2024 • Becton Dickinson & Co • Surgical & medical instruments & apparatus
Essential Utilities, Inc. $500,000,000 5.375% Senior Notes due 2034 Underwriting Agreement
Underwriting Agreement • January 8th, 2024 • Essential Utilities, Inc. • Water supply

Essential Utilities, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $500,000,000 principal amount of its 5.375% Senior Notes due 2034 (the “Securities”, and the offer and sale of the Securities hereunder being called the “Debt Offering”). The Securities will be issued pursuant to the base indenture, dated as of April 23, 2019, between the Company, as issuer, and U.S. Bank Trust Company, National Association, as successor trustee to U.S. Bank N.A. (the “Trustee”), as amended and supplemented by the first supplemental indenture thereto (the “Base Indenture”), and a related supplemental indenture, to be dated as of the Time of Delivery, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Agreement, the Securities, the Bas

PATTERSON-UTI ENERGY, INC. $400,000,000 7.15% Senior Notes due 2033 Underwriting Agreement
Underwriting Agreement • September 13th, 2023 • Patterson Uti Energy Inc • Drilling oil & gas wells

Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $400,000,000 principal amount of its 7.15% Senior Notes due 2033 (the “Securities”).

The Progressive Corporation Underwriting Agreement
Underwriting Agreement • May 25th, 2023 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

The Progressive Corporation, an Ohio corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 aggregate principal amount of its 4.95% Senior Notes due 2033 (the “Notes”).

Ball Corporation $1,000,000,000 6.000% Senior Notes due 2029 Underwriting Agreement
Underwriting Agreement • May 11th, 2023 • BALL Corp • Metal cans

Ball Corporation, an Indiana Corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative,” “Citi” or “you”; the terms “your” and “yours” having correlative meanings), an aggregate of $1,000,000,000 principal amount of its 6.000% Senior Notes due 2029 (the “Notes”) pursuant to this agreement (the “Agreement”). The Notes will be guaranteed (collectively, the “Guarantees”) by each of the subsidiary guarantors named in Schedule II hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities are to be issued pursuant to the provisions of a base indenture, dated November 27, 2015 (the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the sixteenth supplemental inden

Air Products and Chemicals, Inc. Underwriting Agreement
Underwriting Agreement • March 3rd, 2023 • Air Products & Chemicals, Inc. • Industrial inorganic chemicals

The Securities are to be issued pursuant to an indenture, dated as of April 30, 2020 (as it may be supplemented or amended from time to time, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

Vulcan Materials Company Underwriting Agreement
Underwriting Agreement • March 3rd, 2023 • Vulcan Materials CO • Mining & quarrying of nonmetallic minerals (no fuels)

Vulcan Materials Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc. and Truist Securities, Inc. (in such capacities, the “Representatives” or “you”) are acting as representatives, an aggregate of $550,000,000 principal amount of 5.800% Notes due 2026 (the “Securities”).

Air Products and Chemicals, Inc. Underwriting Agreement
Underwriting Agreement • March 3rd, 2023 • Air Products & Chemicals, Inc. • Industrial inorganic chemicals

The Securities are to be issued pursuant to an indenture, dated as of April 30, 2020 (as it may be supplemented or amended from time to time, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

Underwriting Agreement
Underwriting Agreement • February 7th, 2023 • Becton Dickinson & Co • Surgical & medical instruments & apparatus

Becton, Dickinson and Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of $800,000,000 principal amount of its 4.693% Notes due 2028 (the “Securities”).

Illumina, Inc. 5.800% Notes due 2025 5.750% Notes due 2027 Underwriting Agreement
Underwriting Agreement • December 13th, 2022 • Illumina, Inc. • Laboratory analytical instruments
Essential Utilities, Inc. $500,000,000 5.300% Senior Notes due 2052 Underwriting Agreement
Underwriting Agreement • May 20th, 2022 • Essential Utilities, Inc. • Water supply • New York

Essential Utilities, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $500,000,000 principal amount of its 5.300% Senior Notes due 2052 (the “Securities”, and the offer and sale of the Securities hereunder being called the “Debt Offering”). The Securities will be issued pursuant to the base indenture, dated as of April 23, 2019, between the Company, as issuer, and U.S. Bank Trust Company, National Association, as successor trustee to U.S. Bank N.A. (the “Trustee”), as amended and supplemented by the first supplemental indenture thereto (the “Base Indenture”), and a related supplemental indenture, to be dated as of the Time of Delivery, between the Company and the “Trustee” (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Agreement, the Securities, the B

YUM! Brands, Inc. $1,000,000,000 5.375% Senior Notes due 2032 Underwriting Agreement
Underwriting Agreement • April 1st, 2022 • Yum Brands Inc • Retail-eating places • New York

YUM! Brands, Inc., a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $1,000,000,000 principal amount of the 5.375% Senior Notes due 2032 (the “Securities”).

Kemper Corporation Underwriting Agreement
Underwriting Agreement • March 7th, 2022 • KEMPER Corp • Fire, marine & casualty insurance • New York

Kemper Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Wells Fargo Securities, LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives” or “you”), an aggregate of $150,000,000 principal amount of the 5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062 (the “Firm Securities”) and, at the election of the Underwriters, up to $22,500,000 aggregate principal amount of the 5.875% Junior Subordinated Notes due 2062 (the “Optional Securities”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to the terms hereof are herein collectively called the “Securities.” The Securities are to be issued under the indenture, to be dated as of September 29, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Associatio

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450,000,000 3.600% Senior Notes due 2031
Underwriting Agreement • November 24th, 2021 • Stewart Information Services Corp • Title insurance

Stewart Information Services Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Underwriting Agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC and PNC Capital Markets LLC are acting as Representatives, an aggregate of $450,000,000 principal amount of its 3.600% Senior Notes due 2031 (the “Securities”), to be issued pursuant to an indenture, dated as of the Time of Delivery (the “Original Indenture”), between the Company and Computershare Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of the Time of Delivery, between the Company and the Trustee (the “First Supplemental Indenture”) and a Second Supplemental Indenture establishing the terms of the Securities, dated as of the Time of Delivery, between the Company and the Trustee (the “Second Supplemental Indenture” and

SLM Corporation Underwriting Agreement
Underwriting Agreement • November 1st, 2021 • SLM Corp • Personal credit institutions • New York

SLM Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (each an “Underwriter” and, collectively the “Underwriters”), for whom J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as representatives (the “Representatives”), an aggregate of $500,000,000 principal amount of the Notes of the Company (the “Securities”). The Securities will be issued pursuant to an indenture, dated as of June 17, 2015 (the “Base Indenture”), between the Company and Deutsche Bank National Trust Company, as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of April 5, 2017, between the Company and the Trustee, the “First Supplemental Indenture”), as further supplemented by that certain Second Supplemental Indenture, dated as of October 29, 2020 (the “Second Supplemental Indenture”), between the Company and the Trustee,

850,000,000 3.125% Senior Notes due 2031
Underwriting Agreement • September 14th, 2021 • BALL Corp • Metal cans • New York

Ball Corporation, an Indiana Corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative” or “you”; the terms “your” and “yours” having correlative meanings), an aggregate of $850,000,000 principal amount of its 3.125% Senior Notes due 2031 (the “Notes”) pursuant to this agreement (the “Agreement”). The Notes will be guaranteed (collectively, the “Guarantees”) by each of the subsidiary guarantors named in Schedule II hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities are to be issued pursuant to the provisions of a base indenture dated November 27, 2015 (the “Base Indenture”), among the Company, the Guarantors and Deutsche Trustee Company Limited, as trustee (the “Trustee”), as amended and supplemented by the fourteenth supple

Becton, Dickinson and Company Debt Securities Underwriting Agreement
Underwriting Agreement • August 13th, 2021 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

Becton Dickinson and Company, a New Jersey corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of (i) €400,000,000 principal amount of its 0.000% Notes due 2023 (the “2023 Notes”) and (ii) €500,000,000 principal amount of its 0.034% Notes due 2025 (the “2025 Notes” and, together with the 2023 Notes, the “Securities”). The Securities are to be issued pursuant to the Indenture, dated as of March 1, 1997 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”) (the “Indenture”).

NVIDIA Corporation
Underwriting Agreement • June 16th, 2021 • Nvidia Corp • Semiconductors & related devices • New York

NVIDIA Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of $1,250,000,000 principal amount of the 0.309% Notes due 2023 (the “2023 Notes”), an aggregate of $1,250,000,000 principal amount of the 0.584% Notes due 2024 (the “2024 Notes”), an aggregate of $1,250,000,000 principal amount of the 1.550% Notes due 2028 (the “2028 Notes”) and an aggregate of $1,250,000,000 principal amount of the 2.000% Notes due 2031 (the “2031 Notes” and together with the 2023 Notes, the 2024 Notes and the 2028 Notes, the “Securities”).

Essential Utilities, Inc. $400,000,000 2.400% Senior Notes due 2031 Underwriting Agreement
Underwriting Agreement • April 19th, 2021 • Essential Utilities, Inc. • Water supply • New York

Essential Utilities, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $400,000,000 principal amount of its 2.400% Senior Notes due 2031 (the “Securities”, and the offer and sale of the Securities hereunder being called the “Debt Offering”). The Securities will be issued pursuant to the base indenture, dated as of April 23, 2019, between the Company, as issuer, and U.S. Bank N.A., as trustee (the “Trustee”), as amended and supplemented by the first supplemental indenture thereto (the “Base Indenture”), and a related supplemental indenture, to be dated as of the Time of Delivery, between the Company and the “Trustee” (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Agreement, the Securities, the Base Indenture and the Supplemental Indenture are collective

YUM! Brands, Inc. $1,100 million 4.625% Senior Notes due 2032 Underwriting Agreement
Underwriting Agreement • April 1st, 2021 • Yum Brands Inc • Retail-eating places • New York

YUM! Brands, Inc., a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $1,100 million principal amount of the 4.625% Senior Notes due 2032 (the “Securities”).

Aflac Incorporated
Underwriting Agreement • March 8th, 2021 • Aflac Inc • Accident & health insurance • New York

Aflac Incorporated, a Georgia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of $400,000,000 principal amount of the 1.125% Senior Notes due 2026 (the “Securities”). The Securities will be issued under the Senior Debt Indenture, dated as of May 21, 2009 (the “Senior Debt Indenture”), as supplemented by the Twenty-Eighth Supplemental Indenture, to be dated as of March 8, 2021 (the “Twenty-Eighth Supplemental Indenture,” and, together with the Senior Debt Indenture, the “Indenture”), each between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).

Becton, Dickinson and Company Debt Securities Underwriting Agreement
Underwriting Agreement • February 10th, 2021 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

Becton, Dickinson and Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of (i) $1,000,000,000 principal amount of its 1.957% Notes due 2031 (the “Securities”).

CNO FINANCIAL GROUP, INC. $150,000,000 5.125% SUBORDINATED DEBENTURES DUE 2060 UNDERWRITING AGREEMENT November 18, 2020
Underwriting Agreement • November 19th, 2020 • CNO Financial Group, Inc. • Accident & health insurance • New York

The Securities will be issued pursuant to the provisions of a supplemental indenture to the indenture, to be dated as of November 25, 2020, (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”).

SLM Corporation Underwriting Agreement
Underwriting Agreement • October 29th, 2020 • SLM Corp • Personal credit institutions • New York

SLM Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (each an “Underwriter” and, collectively the “Underwriters”), for whom J.P. Morgan Securities LLC and RBC Capital Markets, LLC are acting as representatives (the “Representatives”), an aggregate of $500,000,000 principal amount of the Notes of the Company (the “Securities”). The Securities will be issued pursuant to an indenture, dated as of June 17, 2015 (the “Base Indenture”), between the Company and Deutsche Bank National Trust Company, as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of April 5, 2017, between the Company and the Trustee, the “First Supplemental Indenture”), as further supplemented by that certain Second Supplemental Indenture, to be dated as of October 29, 2020 (the “Second Supplemental Indenture”), between the Company and the T

YUM! Brands, Inc. $1,050 million 3.625% Senior Notes due 2031 Underwriting Agreement
Underwriting Agreement • September 25th, 2020 • Yum Brands Inc • Retail-eating places • New York

YUM! Brands, Inc., a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $1,050 million principal amount of the 3.625% Senior Notes due 2031 (the “Securities”).

Kemper Corporation Underwriting Agreement
Underwriting Agreement • September 24th, 2020 • KEMPER Corp • Fire, marine & casualty insurance • New York

Kemper Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC are acting as representatives (the “Representatives” or “you”), an aggregate of $400,000,000 principal amount of the 2.400% Senior Notes due 2030 specified above (the “Securities”) to be issued under the indenture, to be dated as of September 29, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture to be dated as of September 29, 2020 between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

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