Common Contracts
8 similar null contracts by CommScope Holding Company, Inc., Cleveland-Cliffs Inc., Cliffs Natural Resources Inc., others
EX-1.2 3 dex12.htm FORM OF UNDERWRITING AGREEMENT RELATING TO THE MANDATORY CONVERTIBLE SUB. BONDS MORGAN STANLEY & CO. INCORPORATED NIELSEN HOLDINGS N.V. [ ]% Mandatory Convertible Subordinated Bonds due 2013 Underwriting Agreement Ladies and Gentlemen:New York • May 5th, 2020
Nielsen Holdings N.V., a Dutch public company with limited liability (naamloze vennootschap) (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”), $[ ] aggregate principal amount of its [ ]% Mandatory Subordinated Convertible Bonds due 2013, (the “Firm Securities”) to be issued pursuant to the indenture, dated as of [ ], 2011 (the “Indenture”), between the Company and [ ], as trustee (the “Trustee”) and, at the option of the Underwriters up to an additional $[ ] aggregate principal amount of its [ ]% Mandatory Subordinated Convertible Bonds due 2013 (the “Additional Securities”). The Firm Securities and the Additional Securities are herein referred to as the “Securities.” The Securities will be convertible into shares (the “Underlying Securities”) of the Company’s common stock, par value €0.07 per share (the “Common Stock”).
CLEVELAND-CLIFFS INC. $275,000,000 1.50% Convertible Senior Notes due 2025 Underwriting AgreementCleveland-Cliffs Inc. • December 19th, 2017 • Metal mining • New York
Cleveland-Cliffs Inc., an Ohio corporation (the “Company”), confirms its agreement with each of the Underwriters named in Schedule 1 hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you 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 principal amounts set forth in said Schedule 1 of $275,000,000 aggregate principal amount of the Company’s 1.50% Convertible Senior Notes due 2025 (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option to purchase all or any part of an additional $41,250,000 aggregate principal amount of its 1.50% Convertible Senior Notes due 2025 (the “Option Securities” and, together with the Initial Securities, the “Securities”). The S
COMMSCOPE HOLDING COMPANY, INC. [—] Shares of Common Stock, $0.01 par value Underwriting AgreementCommScope Holding Company, Inc. • June 2nd, 2014 • Radio & tv broadcasting & communications equipment • New York
Carlyle-CommScope Holdings, L.P. (the “Selling Stockholder”), a stockholder of CommScope Holding Company, Inc., a Delaware 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”), an aggregate of [—] shares of Common Stock, par value $0.01 per share, of the Company (the “Underwritten Shares”). In addition, the Selling Stockholder proposes to sell, at the option of the Underwriters, up to an additional [—] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
COMMSCOPE HOLDING COMPANY, INC. Shares of Common Stock, $0.01 par value Underwriting AgreementCommScope Holding Company, Inc. • March 11th, 2014 • Radio & tv broadcasting & communications equipment • New York
Carlyle-CommScope Holdings, L.P. (the “Selling Stockholder”), a stockholder of CommScope Holding Company, Inc., a Delaware 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”), an aggregate of shares of Common Stock, par value $0.01 per share, of the Company (the “Underwritten Shares”). In addition, the Selling Stockholder proposes to sell, at the option of the Underwriters, up to an additional shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
KENNAMETAL INC. Underwriting AgreementKennametal Inc • February 14th, 2012 • Machine tools, metal cutting types • New York
Kennametal Inc., a Pennsylvania 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”), $300,000,000 aggregate principal amount of the Company’s 3.875% Senior Notes due 2022 (the “Securities”). The Securities will be issued pursuant to (1) an Indenture dated to be as of the Closing Date (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), and (2) the First Supplemental Indenture to be dated as of the Closing Date (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”) between the Company and the Trustee.
MORGAN STANLEY & CO. INCORPORATED NIELSEN HOLDINGS N.V. [ ]% Mandatory Convertible Subordinated Bonds due 2013 Underwriting AgreementNielsen Holdings B.V. • January 10th, 2011 • Services-business services, nec
CLIFFS NATURAL RESOURCES INC. Underwriting AgreementCliffs Natural Resources Inc. • March 16th, 2010 • Metal mining • New York
Cliffs Natural Resources Inc., an Ohio 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”), the respective amounts set forth in Schedule 1 of an aggregate principal amount of $400,000,000 of the Company’s 5.900% Senior Notes due 2020 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of March 17, 2010 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of March 17, 2010 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
GENOMIC HEALTH, INC. Shares of Common Stock Underwriting AgreementGenomic Health Inc • July 15th, 2005 • New York
c/o J.P. Morgan Securities Inc. 277 Park Avenue New York, New York 10172 c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen:
