Common Contracts
171 similar Underwriting Agreement contracts by Moodys Corp /De/, Hillenbrand, Inc., Baidu, Inc., others
ArcelorMittal Debt Securities Debt Securities Convertible into Ordinary Shares Ordinary Shares Rights to Purchase Ordinary Shares Underwriting Agreement Standard ProvisionsUnderwriting Agreement • April 8th, 2024 • ArcelorMittal • Steel works, blast furnaces & rolling mills (coke ovens) • New York
From time to time, ArcelorMittal, a Luxembourg société anonyme (the “Company”), may enter into one or more underwriting agreements in the form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) that provide for the sale of (i) the debt securities, including debt securities convertible into Ordinary Shares (as defined below), designated in such Underwriting Agreement (the “Debt Securities”), (ii) the ordinary shares, without nominal value (the “Ordinary Shares”) and (iii) the rights to purchase Ordinary Shares (the “Rights” and, together with the Ordinary Shares, the “Equity Securities”) to the several Underwriters named therein (the “Underwriters”), for whom the Underwriter(s) named therein shall act as representative (the “Representative”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as this “Agreement”. Unless otherwise specified in th
Sanofi Debt Securities Underwriting Agreement Standard ProvisionsUnderwriting Agreement • April 4th, 2024 • Sanofi • Pharmaceutical preparations • New York
From time to time, Sanofi, a société anonyme organized under the laws of the Republic of France (R.C.S. Paris No. 395 030 844) (the “Company”), may enter into one or more underwriting agreements substantially in the form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) that provide for the sale of the debt securities designated in such Underwriting Agreement (the “Securities”) to the several Underwriters named therein (the “Underwriters”), for whom the Underwriter(s) named therein shall act as representative(s) (the “Representative(s)”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as the “Agreement.” The Securities will be issued pursuant to an indenture to be dated as of [●], as supplemented from time to time (the “Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
Underwriting AgreementUnderwriting Agreement • April 4th, 2024 • Adobe Inc. • Services-prepackaged software • New York
Adobe Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), $500,000,000 aggregate principal amount of its 4.850% Notes due 2027 (the “2027 Notes”), $750,000,000 aggregate principal amount of its 4.800% Notes due 2029 (the “2029 Notes”) and $750,000,000 aggregate principal amount of its 4.950% Notes due 2034 (the “2034 Notes” and, together with the 2027 Notes and the 2029 Notes, the “Securities”), having the terms set forth in Schedule 3 hereto. The Securities will be issued pursuant to an Indenture dated as of January 25, 2010, by and between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee.
ORACLE CORPORATION Debt Securities Underwriting Agreement Standard ProvisionsUnderwriting Agreement • March 15th, 2024 • Oracle Corp • Services-prepackaged software • New York
From time to time, Oracle Corporation, a Delaware corporation (the “Company”), may enter into one or more underwriting agreements in the form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) that provide for the sale of the securities designated in such Underwriting Agreement (the “Securities”) to the several Underwriters named therein (the “Underwriters”), for whom the Underwriter(s) named therein shall act as representative (the “Representative”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as this “Agreement.” The Securities will be issued pursuant to an Indenture dated as of January 13, 2006 (the “Base Indenture”) by and among the Company (formerly known as Ozark Holding Inc.), Oracle Systems Corporation (formerly known as Oracle Corporation) and Citibank, N.A., as amended by the First Supplemental Indenture dated as of May 9, 2007
HORMEL FOODS CORPORATION $500,000,000 4.800% Notes due 2027 Underwriting AgreementUnderwriting Agreement • March 8th, 2024 • Hormel Foods Corp /De/ • Meat packing plants • New York
Hormel Foods Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 4.800% Notes due 2027 (the “Securities”). The Securities will be issued pursuant to the Indenture dated as of April 1, 2011 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
EASTMAN CHEMICAL COMPANY $750,000,000 5.625% Notes due 2034 Underwriting AgreementUnderwriting Agreement • February 20th, 2024 • Eastman Chemical Co • Plastic materials, synth resins & nonvulcan elastomers • New York
Eastman Chemical Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $750,000,000 aggregate principal amount of its 5.625% Notes due 2034 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of June 5, 2012 (the “Indenture”) between the Company and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”).
Kyndryl Holdings, Inc. Underwriting AgreementUnderwriting Agreement • February 20th, 2024 • Kyndryl Holdings, Inc. • Services-computer integrated systems design • New York
Kyndryl Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 6.350% Senior Notes due 2034 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of October 15, 2021 (the “Base Indenture”), between the Company and The Bank of New York Mellon Company, N.A., as trustee (the “Trustee”), as supplemented by a Second Supplemental Indenture to be dated as of February 20, 2024, between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
Hillenbrand, Inc. Underwriting AgreementUnderwriting Agreement • February 8th, 2024 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New York
Hillenbrand, Inc., an Indiana corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), $500,000,000 principal amount of its 6.2500% Notes due 2029 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of July 9, 2010 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by an eleventh supplemental indenture, dated as of February 14, 2024, relating to the Securities (the “Eleventh Supplemental Indenture,” and together with the Base Indenture, the “Indenture”).
UNDERWRITING AGREEMENT National Grid plc $750,000,000 5.418% Notes due 2034Underwriting Agreement • January 11th, 2024 • National Grid PLC • Natural gas transmission • New York
National Grid plc, a public limited company incorporated under the laws of England and Wales (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $750,000,000 principal amount of its 5.418% Notes due 2034 (the “Securities”). The Securities will be issued pursuant to an Indenture, as heretofore supplemented, dated June 12, 2023 (the “Base Indenture”), as supplemented by a second supplemental indenture dated as of January 11, 2024 (the “Second Supplemental Indenture”, and together with the Base Indenture, the “Indenture”) between the Company and The Bank of New York Mellon, London Branch, as trustee and paying agent (the “Trustee”).
NAVIENT CORPORATION Underwriting AgreementUnderwriting Agreement • November 3rd, 2023 • Navient Corp • Security brokers, dealers & flotation companies • New York
Navient Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are collectively acting as the representatives (the “Representatives”), $500,000,000 principal amount of its 11.500% Senior Notes due 2031 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of July 18, 2014 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as amended by a Fifteenth Supplemental Indenture to be dated as of November 3, 2023 (the “Fifteenth Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
ATI INC. Underwriting AgreementUnderwriting Agreement • August 11th, 2023 • Ati Inc • Steel pipe & tubes • New York
ATI Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of $425,000,000 principal amount of its 7.250% Senior Notes due 2030 (the “Securities”). The Securities are to be issued under a base indenture, dated as of September 14, 2021 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture, to be dated as of the Closing Date (as defined below) (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association (the “Trustee”).
UNDERWRITING AGREEMENT National Grid plc $700,000,000 5.602% Notes due 2028 $800,000,000 5.809% Notes due 2033Underwriting Agreement • June 12th, 2023 • National Grid PLC • Natural gas transmission • New York
National Grid plc, a public limited company incorporated under the laws of England and Wales (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $700,000,000 principal amount of its 5.602% Notes due 2028 (the “2028 Notes”) and $800,000,000 principal amount of its 5.809% Notes due 2033 (the “2033 Notes” and, together with the 2028 Notes, the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 12, 2023 (the “Indenture”) between the Company and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”).
EASTMAN CHEMICAL COMPANY $500,000,000 5.750% Notes due 2033 Underwriting AgreementUnderwriting Agreement • March 8th, 2023 • Eastman Chemical Co • Plastic materials, synth resins & nonvulcan elastomers • New York
Eastman Chemical Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 aggregate principal amount of its 5.750% Notes due 2033 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of June 5, 2012 (the “Indenture”) between the Company and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”).
UNDERWRITING AGREEMENT $500,000,000 4.250% Senior Notes due 2032 Moody’s CorporationUnderwriting Agreement • August 8th, 2022 • Moodys Corp /De/ • Services-consumer credit reporting, collection agencies • New York
Moody’s Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 4.250% Senior Notes due 2032 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of August 19, 2010 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Seventeenth Supplemental Indenture to be dated as of August 8, 2022 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
CARPENTER TECHNOLOGY CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2022 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
AptarGroup, Inc. Underwriting AgreementUnderwriting Agreement • March 7th, 2022 • Aptargroup, Inc. • Plastics products, nec • New York
AptarGroup, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $400,000,000 principal amount of its 3.600% Senior Notes due 2032 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of March 7, 2022 (the “Base Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended by a Supplemental Indenture thereto to be dated as of March 7, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
ADVANCE AUTO PARTS, INC. Underwriting AgreementUnderwriting Agreement • March 2nd, 2022 • Advance Auto Parts Inc • Retail-auto & home supply stores • New York
Advance Auto Parts, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $350,000,000 principal amount of its 3.500% Notes due 2032 (the “Notes”). The Notes will be guaranteed on an unsecured basis (the “Subsidiary Guarantee” and, together with the Notes, the “Securities”) by Advance Stores Company, Incorporated (the “Subsidiary Guarantor”). The Securities will be issued pursuant to a ninth supplemental indenture, to be dated as of the Closing Date (as defined below) (the “Ninth Supplemental Indenture”), to the Indenture, dated as of April 29, 2010 (as amended or supplemented as of the date hereof, “Base Indenture” and, together with the Ninth Supplemental Indenture, the “Indenture”), among the Company, the Subsidiary Guarantor and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, a
UNDERWRITING AGREEMENT $500,000,000 3.750% Senior Notes due 2052 Moody’s CorporationUnderwriting Agreement • February 28th, 2022 • Moodys Corp /De/ • Services-consumer credit reporting, collection agencies • New York
Moody’s Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 3.750% Senior Notes due 2052 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of August 19, 2010 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Sixteenth Supplemental Indenture to be dated as of February 25, 2022 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
BAIDU, INC. $[•] [•]% Notes due 20[•] $[•] [•]% Notes due 20[•] Underwriting AgreementUnderwriting Agreement • August 18th, 2021 • Baidu, Inc. • Services-computer programming, data processing, etc. • New York
UNDERWRITING AGREEMENT $600,000,000 2.000% Senior Notes due 2031 $600,000,000 2.750% Senior Notes due 2041 Moody’s CorporationUnderwriting Agreement • August 11th, 2021 • Moodys Corp /De/ • Services-consumer credit reporting, collection agencies • New York
Moody’s Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), $600,000,000 principal amount of its 2.000% Senior Notes due 2031 (the “2031 Notes”) and $600,000,000 principal amount of its 2.750% Senior Notes due 2041 (the “2041 Notes” and, together with the 2031 Notes, the “Securities”). The Securities will be issued pursuant to an indenture dated as of August 19, 2010 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Fourteenth Supplemental Indenture to be dated as of August 19, 2021 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
Sanofi Debt Securities Underwriting Agreement Standard ProvisionsUnderwriting Agreement • July 30th, 2021 • Sanofi • Pharmaceutical preparations • New York
AFFILIATED MANAGERS GROUP, INC.Underwriting Agreement • July 13th, 2021 • Affiliated Managers Group, Inc. • Investment advice • New York
Affiliated Managers Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $200,000,000 aggregate principal amount of its 4.200% Junior Subordinated Notes due 2061 (the “Securities”). The Securities will be issued pursuant to a base indenture dated as of March 27, 2019, as supplemented by a Third Supplemental Indenture to be dated as of July 13, 2021 (collectively, the “Indenture”), each between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
UNDERWRITING AGREEMENT IDEX CORPORATIONUnderwriting Agreement • May 18th, 2021 • Idex Corp /De/ • Pumps & pumping equipment • New York
IDEX Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 2.625% Senior Notes due 2031 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of December 6, 2010 (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a Fourth Supplemental Indenture to be dated as of May 28, 2021, between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
SVB FINANCIAL GROUP Underwriting Agreement May 6, 2021Underwriting Agreement • May 13th, 2021 • SVB Financial Group • State commercial banks • New York
SVB Financial Group, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 2.100% Senior Notes due 2028 having the terms set forth in Schedule 2 hereto (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of September 20, 2010 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by an Officers’ Certificate to be dated as of the Closing Date (as defined below) establishing the terms of the Securities pursuant to Section 3.01 thereof.
ORACLE CORPORATION Debt Securities Underwriting Agreement Standard ProvisionsUnderwriting Agreement • March 11th, 2021 • Oracle Corp • Services-prepackaged software • New York
From time to time, Oracle Corporation, a Delaware corporation (the “Company”), may enter into one or more underwriting agreements in the form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) that provide for the sale of the securities designated in such Underwriting Agreement (the “Securities”) to the several Underwriters named therein (the “Underwriters”), for whom the Underwriter(s) named therein shall act as representative (the “Representative”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as this “Agreement”. The Securities will be issued pursuant to an Indenture dated as of January 13, 2006 (the “Base Indenture”) by and among the Company (formerly known as Ozark Holding Inc.), Oracle Systems Corporation (formerly known as Oracle Corporation) and Citibank, N.A., as amended by the First Supplemental Indenture dated as of May 9, 2007
Hillenbrand, Inc. Underwriting AgreementUnderwriting Agreement • February 25th, 2021 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New York
Hillenbrand, Inc., an Indiana corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), $350,000,000 principal amount of its 3.7500% Notes due 2031 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of July 9, 2010 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a seventh supplemental indenture, dated March 3, 2021, relating to the Securities (the “Seventh Supplemental Indenture,” and together with the Base Indenture, the “Indenture”).
UNDERWRITING AGREEMENT THE TJX COMPANIES, INC. $500,000,000 1.150% Notes due 2028 $500,000,000 1.600% Notes due 2031 Underwriting AgreementUnderwriting Agreement • November 19th, 2020 • TJX Companies Inc /De/ • Retail-family clothing stores • New York
The TJX Companies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), (a) $500,000,000 principal amount of its 1.150% Notes due 2028 (the “2028 Notes”) and (b) $500,000,000 principal amount of its 1.600% Notes due 2031 (the “2031 Notes” and, together with the 2028 Notes, the “Securities”). The Securities will be issued pursuant to the Indenture, dated as of April 1, 2020 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a Fifth Supplemental Indenture relating to the 2028 Notes and a Sixth Supplemental Indenture relating to the 2031 Notes, each to be dated as of November 30, 2020, between the Company and the Trustee (collectively, together with the Base Indenture, the “Indenture”).
BAIDU, INC. $[•] [•]% Notes due 20[•] $[•] [•]% Notes due 20[•] Underwriting AgreementUnderwriting Agreement • October 6th, 2020 • Baidu, Inc. • Services-computer programming, data processing, etc. • New York
Baidu, Inc., an exempted company limited by shares under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of $[•] principal amount of its [•]% Notes due 20[•] (the “20[•] Notes”) and an aggregate of $[•] principal amount of its [•]% Notes due 20[•] (the “20[•] Notes”, and together with the 20[•] Notes, the “Securities”). The Securities will be issued pursuant to the Indenture dated as of November 28, 2012 (the “Original Indenture”), as amended by the Ninth Supplemental Indenture to be dated as of [•], 2020 (the “Ninth Supplemental Indenture”, together with the Original Indenture, as further amended or supplemented, the “Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).
Underwriting AgreementUnderwriting Agreement • September 18th, 2020 • Brown & Brown, Inc. • Insurance agents, brokers & service • New York
Brown & Brown, Inc., a Florida corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $700,000,000 principal amount of its 2.375% Senior Notes due 2031 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of September 18, 2014 (the “Base Indenture”) among the Company and U.S. Bank, National Association, as trustee (the “Trustee”), as amended by a Third Supplemental Indenture expected to be dated as of September 24, 2020 (together with the Base Indenture, the “Indenture”).
UNDERWRITING AGREEMENT $500,000,000 2.550% Senior Notes due 2060 Moody’s CorporationUnderwriting Agreement • August 6th, 2020 • Moodys Corp /De/ • Services-consumer credit reporting, collection agencies • New York
Moody’s Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 2.550% Senior Notes due 2060 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of August 19, 2010 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Thirteenth Supplemental Indenture to be dated as of August 18, 2020 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
CARPENTER TECHNOLOGY CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 2020 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Carpenter Technology Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $400,000,000 in aggregate principal amount of its 6.375% Senior Notes due 2028 (the “Securities”). The Securities will be issued pursuant to an indenture dated January 12, 1994 (the “Original Indenture”), between the Company and U.S. Bank National Association, as successor Trustee to Morgan Guaranty Trust Company of New York (the “Trustee”), as supplemented by a fourth supplemental indenture to be dated as of July 24, 2020 (the “Fourth Supplemental Indenture” and, together with the Original Indenture, the “Indenture”).
DELTA AIR LINES, INC. 7.375% Notes due 2026 Underwriting AgreementUnderwriting Agreement • June 12th, 2020 • Delta Air Lines, Inc. • Air transportation, scheduled • New York
AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY 12,000,000 Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 6.625% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B Underwriting AgreementUnderwriting Agreement • June 12th, 2020 • American Equity Investment Life Holding Co • Life insurance • New York
American Equity Investment Life Holding Company, an Iowa corporation (the “Company”), proposes to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 12,000,000 depositary shares (the “Securities”), each representing a 1/1,000th interest in a share of 6.625% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B, par value $1 per share (the “Preferred Shares”) The Preferred Shares will, when issued, be deposited by the Company against the delivery of depositary receipts evidencing the Securities (the “Depositary Receipts”) to be issued by Computershare Inc. and its wholly-owned subsidiary, Computershare Trust Company, N.A. (together, the “Depositary”), pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of June 17, 2020 among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder. The rights, powers, preferences
Hillenbrand, Inc. 5.7500% Notes due 2025 Underwriting AgreementUnderwriting Agreement • June 9th, 2020 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New York
Settlement: June 16, 2020 (T+5) We expect that delivery of the notes will be made against payment therefor on or about the fifth business day following the date of confirmation of orders with respect to the notes (this settlement cycle being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange 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 the date hereof or the next succeeding two business days will be required, by virtue of the fact that the notes initially will settle in T+5 business days, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes before their delivery should consult their own advisor.
SVB FINANCIAL GROUP Underwriting Agreement June 2, 2020Underwriting Agreement • June 5th, 2020 • SVB Financial Group • State commercial banks • New York
SVB Financial Group, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 3.125% Senior Notes due 2030 having the terms set forth in Schedule 2 hereto (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of September 20, 2010 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by an Officers’ Certificate to be dated as of June 5, 2020 establishing the terms of the Securities pursuant to Section 3.01 thereof.
