Common Contracts

58 similar Purchase Agreement contracts by Callon Petroleum Co, Microchip Technology Inc, Netflix Inc, others

MATTHEWS INTERNATIONAL CORPORATION Purchase Agreement
Purchase Agreement • September 24th, 2024 • Matthews International Corp • Nonferrous foundries (castings) • New York

Matthews International Corporation, a Pennsylvania corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $300,000,000 aggregate principal amount of its 8.625% Senior Secured Second Lien Notes due 2027 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of September 27, 2024 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “U.S. Guarantors”), the guarantors listed in Schedule 3 hereto (the “Foreign Guarantors” and, together with the U.S. Guarantors, the “Guarantors”) and Truist Bank, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”), and will be guaranteed on a secured senior basis by each of the U.S. Guarantors and will be guaranteed on an unsecured senior basis by each of the Foreign Guarantors (collectively, the “Guarantees”).

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BRINKER INTERNATIONAL, INC. $350,000,000 8.250% Senior Notes due 2030 Purchase Agreement
Purchase Agreement • June 27th, 2023 • Brinker International, Inc • Retail-eating places • New York

Brinker International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $350,000,000 principal amount of its 8.250% Senior Notes due 2030 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 27, 2023 (the “Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and will be guaranteed on a senior unsecured basis by each of the Guarantors (the “Guarantees”).

WELLS FARGO SECURITIES, LLC PURCHASE AGREEMENT CALLON PETROLEUM COMPANY Purchase Agreement
Purchase Agreement • June 9th, 2022 • Callon Petroleum Co • Crude petroleum & natural gas • New York

Callon Petroleum Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $600,000,000 principal amount of its 7.500% Senior Notes due 2030 (the “Securities”). The Securities will be issued pursuant to an Indenture, to be dated as of June 24, 2022 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by the Guarantors (the “Guarantees”).

RANGE RESOURCES CORPORATION Purchase Agreement
Purchase Agreement • January 14th, 2022 • Range Resources Corp • Crude petroleum & natural gas • New York

Range Resources Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $500,000,000 principal amount of its 4.750% Senior Notes due 2030 (the “Securities”). The Securities will be issued pursuant to the Indenture (the “Indenture”) to be dated as of February 1, 2022 among the Company, the Subsidiary Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”).

HEALTHEQUITY, INC. Purchase Agreement
Purchase Agreement • October 5th, 2021 • Healthequity, Inc. • Services-business services, nec • New York

HealthEquity, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $100,000,000 principal amount of its 4.500% Senior Notes due 2029 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of October 8, 2021 (the "Indenture"), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured basis by each of the Guarantors (the “Guarantees”).

HEALTHEQUITY, INC. Purchase Agreement
Purchase Agreement • September 30th, 2021 • Healthequity, Inc. • Services-business services, nec • New York

HealthEquity, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $500,000,000 principal amount of its 4.500% Senior Notes due 2029 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of October 8, 2021 (the "Indenture"), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured basis by each of the Guarantors (the “Guarantees”).

BOFA SECURITIES, INC. PURCHASE AGREEMENT CALLON PETROLEUM COMPANY
Purchase Agreement • June 22nd, 2021 • Callon Petroleum Co • Crude petroleum & natural gas • New York

Callon Petroleum Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $650,000,000 principal amount of its 8.00% Senior Notes due 2028 (the “Securities”). The Securities will be issued pursuant to an Indenture, to be dated as of July 6, 2021 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by the Guarantors (the “Guarantees”).

OASIS PETROLEUM INC. Purchase Agreement
Purchase Agreement • May 26th, 2021 • Oasis Petroleum Inc. • Crude petroleum & natural gas • New York

Oasis Petroleum Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $400,000,000 principal amount of its 6.375% Senior Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 9, 2021, (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and Regions Bank, as trustee (the “Trustee”). The Securities will be guaranteed on an unsecured senior basis pursuant to guarantees (the “Guarantees”) by each of the Guarantors as set forth in the Indenture.

Microchip Technology Incorporated $1,000,000,000 0.983% Senior Secured Notes due 2024 Purchase Agreement
Purchase Agreement • May 21st, 2021 • Microchip Technology Inc • Semiconductors & related devices • New York
Microchip Technology Incorporated $1,400,000,000 0.972% Senior Secured Notes due 2024 Purchase Agreement
Purchase Agreement • December 15th, 2020 • Microchip Technology Inc • Semiconductors & related devices • New York

Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S.

U.S. CONCRETE, INC. 5.125% Senior Notes due 2029 Purchase Agreement
Purchase Agreement • September 10th, 2020 • U.S. Concrete, Inc. • Concrete products, except block & brick • New York
Microchip Technology Incorporated $ 1,000,000,000 2.670% Senior Secured Notes due 2023 Purchase Agreement
Purchase Agreement • May 27th, 2020 • Microchip Technology Inc • Semiconductors & related devices • New York

Microchip Technology Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $1,000,000,000 principal amount of its 2.670% Senior Secured Notes due 2023 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of May 29, 2020 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), and will be guaranteed in accordance with the terms of the Indenture on a secured senior basis (the “Guarantees”) by each of the Guarantors.

Microchip Technology Incorporated $1,200,000,000 4.250% Senior Notes due 2025 Purchase Agreement
Purchase Agreement • May 27th, 2020 • Microchip Technology Inc • Semiconductors & related devices • New York
EXECUTION VERSION PURCHASE AGREEMENT CALLON PETROLEUM COMPANY Purchase Agreement May 31, 2018 As Representative of the several Initial Purchasers listed in Schedule I hereto c/o J.P. Morgan Securities LLC New York, New York 10179 Ladies and Gentlemen:
Purchase Agreement • May 5th, 2020 • New York

Callon Petroleum Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $400,000,000 principal amount of its 6.375% Senior Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an Indenture, to be dated as of June 7, 2018 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by the Guarantors (the “Guarantees”).

HANESBRANDS INC. $700,000,000 5.375% Senior Notes due 2025 Purchase Agreement
Purchase Agreement • May 4th, 2020 • Hanesbrands Inc. • Retail-apparel & accessory stores • New York

Hanesbrands Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $700,000,000 principal amount of its 5.375% Senior Notes due 2025 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of May 4, 2020 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).

CENTENNIAL RESOURCE PRODUCTION, LLC $500,000,000 6.875% Senior Notes due 2027
Purchase Agreement • March 18th, 2019 • Centennial Resource Development, Inc. • Crude petroleum & natural gas • New York

Centennial Resource Production, LLC, a Delaware limited liability company (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $500.0 million principal amount of its 6.875% Senior Notes due 2027 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of March 15, 2019 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and UMB Bank, N.A., as trustee (the “Trustee”), and will be guaranteed on a senior unsecured basis by each of the Guarantors (the “Guarantees”).

Nine Energy Service, Inc. Purchase Agreement
Purchase Agreement • October 19th, 2018 • Nine Energy Service, Inc. • Oil & gas field services, nec • New York

Nine Energy Service, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $400,000,000 principal amount of its 8.750% Senior Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of October 25, 2018 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).

CHAPARRAL ENERGY, INC. Purchase Agreement
Purchase Agreement • July 2nd, 2018 • Chaparral Energy, Inc. • Crude petroleum & natural gas • New York

Chaparral Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $300,000,000 principal amount of its 8.750% Senior Notes due 2023 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 29, 2018 (the “Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and UMB Bank, N.A., as trustee (the “Trustee”) and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).

PURCHASE AGREEMENT CALLON PETROLEUM COMPANY
Purchase Agreement • June 1st, 2018 • Callon Petroleum Co • Crude petroleum & natural gas • New York

Callon Petroleum Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $400,000,000 principal amount of its 6.375% Senior Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an Indenture, to be dated as of June 7, 2018 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by the Guarantors (the “Guarantees”).

Graham Holdings Company Purchase Agreement
Purchase Agreement • May 30th, 2018 • Graham Holdings Co • Services-educational services • New York

Graham Holdings Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $400,000,000 principal amount of its 5.750% Senior Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of May 30, 2018 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).

OASIS PETROLEUM INC.
Purchase Agreement • May 4th, 2018 • Oasis Petroleum Inc. • Crude petroleum & natural gas • New York

Oasis Petroleum Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $400,000,000 principal amount of its 6.25% Senior Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of May 14, 2018, (the “Indenture”), between the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”). The Securities will be guaranteed on an unsecured senior basis pursuant to guarantees (the “Guarantees”) by each of the Guarantors as set forth in the Indenture.

HALCÓN RESOURCES CORPORATION Purchase Agreement
Purchase Agreement • February 8th, 2018 • Halcon Resources Corp • Crude petroleum & natural gas • New York

Halcón Resources Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $200,000,000 principal amount of its 6.75% Senior Notes due 2025 (the “Securities”). The Securities will be issued as “Additional Securities” pursuant to that certain Indenture, dated as of February 16, 2017 (as supplemented and amended, the “Indenture”), among the Company, the guarantors listed therein (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), and will be irrevocably and unconditionally guaranteed, jointly and severally, by each of the Guarantors (the “Guarantees”). This Purchase Agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Securities from the Company by the Initial Purchasers.

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MATTHEWS INTERNATIONAL CORPORATION Purchase Agreement
Purchase Agreement • December 7th, 2017 • Matthews International Corp • Nonferrous foundries (castings) • New York

Matthews International Corporation, a Pennsylvania corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $300,000,000 aggregate principal amount of its 5.250% Senior Notes due 2025 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of December 6, 2017 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).

CENTENNIAL RESOURCE PRODUCTION, LLC $400,000,000 5.375% Senior Notes due 2026 Purchase Agreement
Purchase Agreement • November 16th, 2017 • Centennial Resource Development, Inc. • Crude petroleum & natural gas • New York

Centennial Resource Production, LLC, a Delaware limited liability company (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $400.0 million principal amount of its 5.375% Senior Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of November 30 , 2017 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and UMB Bank, N.A., as trustee (the “Trustee”), and will be guaranteed on a senior unsecured basis by each of the Guarantors (the “Guarantees”).

NAVISTAR INTERNATIONAL CORPORATION 6.625% Senior Notes due 2025 Purchase Agreement
Purchase Agreement • November 8th, 2017 • Navistar International Corp • Motor vehicles & passenger car bodies • New York
NETFLIX, INC. $1,600,000,000 4.875% Senior Notes due 2028 Purchase Agreement
Purchase Agreement • October 26th, 2017 • Netflix Inc • Services-video tape rental • New York

Netflix, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $1,600,000,000 principal amount of its 4.875% Senior Notes due 2028 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of October 26, 2017 (the “Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

PURCHASE AGREEMENT CALLON PETROLEUM COMPANY
Purchase Agreement • May 24th, 2017 • Callon Petroleum Co • Crude petroleum & natural gas • New York

Callon Petroleum Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $200,000,000 principal amount of its 6.125% Senior Notes due 2024 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of October 3, 2016 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by the Guarantors (the “Guarantees”).

NETFLIX, INC. €1,300,000,000 3.625% Senior Notes due 2027 Purchase Agreement
Purchase Agreement • April 27th, 2017 • Netflix Inc • Services-video tape rental • New York

Netflix, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), €1,300,000,000 principal amount of its 3.625% Senior Notes due 2027 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of May 2, 2017 (the “Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

Gartner, Inc.
Purchase Agreement • March 17th, 2017 • Gartner Inc • Services-management services • New York

The Securities are being issued and sold in connection with the proposed merger (the “Merger”) of CEB Inc., a Delaware corporation (“CEB,” which, together with its consolidated subsidiaries, shall be referred to herein as the “CEB Entities”), with and into Cobra Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), with CEB surviving such Merger and becoming a wholly owned subsidiary of the Company pursuant to the Agreement and Plan of Merger, dated as of January 5, 2017, by and among the Company, CEB and Merger Sub (the

ANTERO RESOURCES CORPORATION 5.000% Senior Notes due 2025 Purchase Agreement
Purchase Agreement • December 9th, 2016 • ANTERO RESOURCES Corp • Crude petroleum & natural gas • New York
NETFLIX, INC. $1,000,000,000 4.375% Senior Notes due 2026 Purchase Agreement
Purchase Agreement • October 27th, 2016 • Netflix Inc • Services-video tape rental • New York
BRINKER INTERNATIONAL, INC. $350,000,000 5.000% Senior Notes due 2024 Purchase Agreement
Purchase Agreement • September 23rd, 2016 • Brinker International Inc • Retail-eating places • New York

Brinker International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $350,000,000 principal amount of its 5.000% Senior Notes due 2024 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of September 23, 2016 (the “Indenture”) among the Company, the guarantors listed in Schedule 2 hereto and U.S. Bank National Association, as trustee (the “Trustee”).

PURCHASE AGREEMENT CALLON PETROLEUM COMPANY Purchase Agreement
Purchase Agreement • September 16th, 2016 • Callon Petroleum Co • Crude petroleum & natural gas • New York

Callon Petroleum Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $400,000,000 principal amount of its 6.125% Senior Notes due 2024 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of October 3, 2016 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by the Guarantors (the “Guarantees”).

Purchase Agreement May 23, 2016
Purchase Agreement • May 24th, 2016 • Us Concrete Inc • Concrete products, except block & brick • New York

The Securities will be sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company and the Guarantors have prepared a preliminary offering memorandum dated May 23, 2016 (the “Preliminary Offering Memorandum”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Company, the Guarantors and the Securities. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this purchase agreement (the “Agreement”). The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the

HANESBRANDS INC. $900,000,000 4.625% Senior Notes due 2024 $900,000,000 4.875% Senior Notes due 2026 Purchase Agreement May 3, 2016
Purchase Agreement • May 6th, 2016 • Hanesbrands Inc. • Retail-apparel & accessory stores • New York

Hanesbrands Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $900,000,000 principal amount of its 4.625% Senior Notes due 2024 (the “2024 Notes”) and $900,000,000 principal amount of its 4.875% Senior Notes due 2026 (the “2026 Notes” and, together with the 2024 Notes, the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of May 6, 2016 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).

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