UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 14,000,000 Depositary Shares Each Representing 1/1,000th of a share of 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share)Underwriting Agreement • September 30th, 2019 • AGNC Investment Corp. • Real estate investment trusts • New York
Contract Type FiledSeptember 30th, 2019 Company Industry Jurisdiction
UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 9,000,000 Depositary Shares Each Representing 1/1,000th of a share of 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share)Underwriting Agreement • March 1st, 2019 • AGNC Investment Corp. • Real estate investment trusts • New York
Contract Type FiledMarch 1st, 2019 Company Industry Jurisdiction
EDWARDS LIFESCIENCES CORPORATION (a Delaware corporation) $600,000,000 4.300% Senior Notes due 2028 UNDERWRITING AGREEMENT Dated: June 6, 2018Underwriting Agreement • June 7th, 2018 • Edwards Lifesciences Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
Contract Type FiledJune 7th, 2018 Company Industry Jurisdiction
CEDAR REALTY TRUST, INC. (a Maryland corporation) 3,000,000 Shares of 6.50% Series C Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2017 • Cedar Realty Trust, Inc. • Real estate investment trusts • New York
Contract Type FiledAugust 22nd, 2017 Company Industry Jurisdiction
UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 12,000,000 Depositary Shares Each Representing 1/1,000th of a share of 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share)Underwriting Agreement • August 18th, 2017 • AGNC Investment Corp. • Real estate investment trusts • New York
Contract Type FiledAugust 18th, 2017 Company Industry Jurisdiction
25,000,000 Common Shares of Beneficial Interest UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2017 • Government Properties Income Trust • Real estate • New York
Contract Type FiledJune 29th, 2017 Company Industry JurisdictionGovernment Properties Income Trust, a Maryland real estate investment trust (the “Company”) confirms its agreement with Citigroup Global Markets Inc. (“Citigroup”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and UBS Securities LLC (“UBS”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Citigroup, BofA Merrill Lynch, Morgan Stanley and UBS are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Common Shares of Beneficial Interest, par value $.01 per share, of the Company (“Common Shares”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally an
Hexcel Corporation (a Delaware corporation) $400,000,000 3.950% Senior Notes due 2027 UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2017 • Hexcel Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York
Contract Type FiledFebruary 16th, 2017 Company Industry Jurisdiction
UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2016 • OM Asset Management PLC • Investment advice • New York
Contract Type FiledDecember 19th, 2016 Company Industry Jurisdiction
STIFEL FINANCIAL CORP. (a Delaware corporation)Underwriting Agreement • July 14th, 2016 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York
Contract Type FiledJuly 14th, 2016 Company Industry JurisdictionStifel Financial Corp., a Delaware corporation (the “Company”), confirms its agreement with Keefe, Bruyette & Woods, Inc. (“KBW”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KBW, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BAML”) and Morgan Stanley & Co. LLC are acting as representatives (in such capacity, the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $200,000,000 aggregate principal of amount of the Company’s 4.25% Senior Notes due 2024 (the “Securities”). The Securities are to be issued pursuant to the third supplemental indenture, dated as of July 18, 2014 (the “Supplemental Indenture”), to the indenture, dated as of January 23, 2012 (the “Base Indenture” and, together with the Supplemental Indenture, the “Indenture”),
Stericycle, Inc. (a Delaware corporation) 7,000,000 Depositary Shares Each representing a 1/10th Interest in a Share of 5.25% Series A Mandatory Convertible Preferred Stock, $0.01 par value per share (liquidation preference of $1,000 per share)...Underwriting Agreement • September 15th, 2015 • Stericycle Inc • Hazardous waste management • New York
Contract Type FiledSeptember 15th, 2015 Company Industry Jurisdiction
Hexcel Corporation (a Delaware corporation) $300,000,000 4.700% Senior Notes due 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 2015 • Hexcel Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York
Contract Type FiledAugust 3rd, 2015 Company Industry Jurisdiction
GOLDMAN SACHS BDC, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: [—], 2015Underwriting Agreement • March 17th, 2015 • Goldman Sachs BDC, Inc. • New York
Contract Type FiledMarch 17th, 2015 Company JurisdictionGoldman Sachs BDC, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC (“Morgan Stanley”) are acting as Representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 900,000 additional shares of Common Stock.
COACH, INC. (a Maryland corporation) $600,000,000 4.250% Notes due 2025 UNDERWRITING AGREEMENT Dated: February 23, 2015 COACH, INC. (a Maryland corporation) $600,000,000 4.250% Notes due 2025Underwriting Agreement • February 24th, 2015 • Coach Inc • Leather & leather products • New York
Contract Type FiledFebruary 24th, 2015 Company Industry Jurisdiction
PARAMOUNT GROUP, INC. (a Maryland corporation) [ ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
Contract Type FiledNovember 12th, 2014 Company Industry Jurisdiction
REXNORD CORPORATION (a Delaware corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: August 11, 2014Underwriting Agreement • August 15th, 2014 • Rexnord Corp • General industrial machinery & equipment • New York
Contract Type FiledAugust 15th, 2014 Company Industry Jurisdiction
GOVERNMENT PROPERTIES INCOME TRUST (a Maryland real estate investment trust) 13,500,000 Common Shares of Beneficial Interest UNDERWRITING AGREEMENTUnderwriting Agreement • July 25th, 2014 • Government Properties Income Trust • Real estate • New York
Contract Type FiledJuly 25th, 2014 Company Industry Jurisdiction
COLONY FINANCIAL, INC. (a Maryland corporation) 15,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2014 • Colony Financial, Inc. • Real estate investment trusts • New York
Contract Type FiledJuly 22nd, 2014 Company Industry Jurisdiction
COLONY FINANCIAL, INC. (a Maryland corporation) 3,000,000 Shares of 7.50% Series B Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2014 • Colony Financial, Inc. • Real estate investment trusts • New York
Contract Type FiledJune 17th, 2014 Company Industry Jurisdiction
DST SYSTEMS, INC. (a Delaware corporation) 5,357,200 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 14th, 2014 • DST Systems Inc • Services-computer processing & data preparation • New York
Contract Type FiledMay 14th, 2014 Company Industry Jurisdictionthan (i), (ii) and (vi) (but only to the extent such disposition or transfer is made pursuant to (i) or (ii) below), such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers, other than an amendment to a previously filed Schedule 13D in respect of the Securities to be sold pursuant to the Underwriting Agreement:
REXNORD CORPORATION (a Delaware corporation) 15,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: January 30, 2014Underwriting Agreement • January 31st, 2014 • Rexnord Corp • General industrial machinery & equipment • New York
Contract Type FiledJanuary 31st, 2014 Company Industry Jurisdiction
PROTHENA CORPORATION PLC (an Irish public limited company) 2,767,177 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2014 • Prothena Corp PLC • Pharmaceutical preparations • New York
Contract Type FiledJanuary 29th, 2014 Company Industry Jurisdiction
PROTHENA CORPORATION PLC (an Irish public limited company) — Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2013 • Prothena Corp PLC • Pharmaceutical preparations • New York
Contract Type FiledSeptember 30th, 2013 Company Industry Jurisdiction
ALLISON TRANSMISSION HOLDINGS, INC. (A Delaware corporation) 20,700,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2013 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York
Contract Type FiledAugust 12th, 2013 Company Industry Jurisdictionin whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.
REXNORD CORPORATION (a Delaware corporation) 6,500,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: June 20, 2013Underwriting Agreement • June 24th, 2013 • Rexnord Corp • General industrial machinery & equipment • New York
Contract Type FiledJune 24th, 2013 Company Industry Jurisdiction
AUTOZONE, INC. (a Nevada corporation) 3.125% SENIOR NOTES DUE 2023 UNDERWRITING AGREEMENT Dated: April 18, 2013Underwriting Agreement • April 19th, 2013 • Autozone Inc • Retail-auto & home supply stores • New York
Contract Type FiledApril 19th, 2013 Company Industry JurisdictionAutoZone, Inc., a Nevada 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and SunTrust Robinson Humphrey, Inc. are acting as representatives (the “Representatives”), $500,000,000 in aggregate principal amount of its 3.125% Senior Notes Due 2023 (the “Securities”) to be issued pursuant to the provisions of an Indenture dated as of August 8, 2003 (as supplemented by an officers’ certificate to be dated as of April 29, 2013, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., successor in interest to Bank One Trust Company, N.A., as trustee (the “Trustee”).
DYNEX CAPITAL, INC. (A Virginia corporation) 2,000,000 Shares of 7.625% Series B Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 16th, 2013 • Dynex Capital Inc • Real estate investment trusts • New York
Contract Type FiledApril 16th, 2013 Company Industry Jurisdiction
CREDIT ACCEPTANCE CORPORATION (a Michigan Corporation) 1,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2013 • Credit Acceptance Corp • Personal credit institutions • New York
Contract Type FiledApril 12th, 2013 Company Industry Jurisdictioneach donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the term of the lock-up:
STIFEL FINANCIAL CORP. (a Delaware corporation)Underwriting Agreement • December 21st, 2012 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York
Contract Type FiledDecember 21st, 2012 Company Industry JurisdictionStifel Financial Corp., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner and Smith Incorporated and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Stifel, Nicolaus & Company, Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC are acting as representatives (in such capacity, the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $150,000,000 aggregate principal of amount of the Company’s 5.375% Senior Notes due 2022 (the “Securities”). The Securities are to be issued pursuant to a supplemental indenture, to be dated as of December 21, 2012 (the “Supplemental Indenture”), to the indenture, dated as of January 23, 2012 (together with the Supplemental Indentur
APACHE CORPORATION $1,200,000,000 2.625% Notes due 2023 $800,000,000 4.250% Notes due 2044 UNDERWRITING AGREEMENTUnderwriting Agreement • December 4th, 2012 • Apache Corp • Crude petroleum & natural gas • New York
Contract Type FiledDecember 4th, 2012 Company Industry Jurisdiction
GOVERNMENT PROPERTIES INCOME TRUST (a Maryland Real Estate Investment Trust) 7,500,000 Common Shares of Beneficial Interest UNDERWRITING AGREEMENTUnderwriting Agreement • October 17th, 2012 • Government Properties Income Trust • Real estate • New York
Contract Type FiledOctober 17th, 2012 Company Industry JurisdictionThe undersigned, a shareholder and, as applicable, an officer and/or trustee of Government Properties Income Trust, a Maryland real estate investment trust (the “Company”), understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of the Company’s Common Shares of Beneficial Interest, par value $.01 per share (the “Common Shares”). In recognition of the benefit that such an offering will confer upon the undersigned as a shareholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during a period of 60 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of Morgan Stanley, directly or indirectly, (i) offer, pledge, sell, con
FLEETMATICS GROUP PLC (an Irish public limited company) Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 2012 • FleetMatics Group PLC • Services-prepackaged software • New York
Contract Type FiledSeptember 24th, 2012 Company Industry Jurisdiction
BLOOMIN’ BRANDS, INC. (a Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 2012 • Bloomin' Brands, Inc. • Retail-eating places • New York
Contract Type FiledAugust 3rd, 2012 Company Industry Jurisdiction
BLOOMIN’ BRANDS, INC. (a Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 25th, 2012 • Bloomin' Brands, Inc. • Retail-eating places • New York
Contract Type FiledJuly 25th, 2012 Company Industry Jurisdiction
AUTOZONE, INC. (a Nevada corporation) 3.70% SENIOR NOTES DUE 2022 UNDERWRITING AGREEMENT Dated: April 17, 2012Underwriting Agreement • April 19th, 2012 • Autozone Inc • Retail-auto & home supply stores • New York
Contract Type FiledApril 19th, 2012 Company Industry Jurisdiction
WISDOMTREE INVESTMENTS, INC. (a Delaware corporation) 14,362,251 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 30th, 2012 • WisdomTree Investments, Inc. • Commodity contracts brokers & dealers • New York
Contract Type FiledJanuary 30th, 2012 Company Industry Jurisdiction