Common Contracts
31 similar Underwriting Agreement contracts by Fifth Third Bancorp, Oracle Corp, Kellogg Co, others
KELLANOVA Underwriting AgreementUnderwriting Agreement • May 9th, 2024 • Kellanova • Grain mill products • New York
Kellanova, 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”), $300,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of May 6, 2024 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
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”).
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
KELLOGG COMPANY Underwriting AgreementUnderwriting Agreement • March 1st, 2023 • Kellogg Co • Grain mill products • New York
Kellogg 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”), $400,000,000 aggregate principal amount of its 5.250% Senior Notes due 2033 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of May 21, 2009 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
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.
RAYMOND JAMES FINANCIAL, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 2nd, 2021 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
Raymond James Financial, Inc., a Florida corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its securities identified in Schedule I hereto (the “Securities”). The Securities will be issued under an indenture dated as of August 10, 2009 (as amended or supplemented from time to time, the “Indenture”) between the Company and The Bank of New York Mellon Trust Co., N.A., as trustee (the “Trustee”). The Securities are described more fully in the Prospectus, referred to below. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives,” as used herein, each shall be deemed to refer to such firm or firms.
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
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.
KELLOGG COMPANY Underwriting AgreementUnderwriting Agreement • June 1st, 2020 • Kellogg Co • Grain mill products • New York
Kellogg 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 2.100% Senior Notes due 2030 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of May 21, 2009 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
FIFTH THIRD BANCORP Underwriting AgreementUnderwriting Agreement • January 25th, 2019 • Fifth Third Bancorp • State commercial banks • New York
REPUBLIC SERVICES, INC. UNDERWRITING AGREEMENT May 3, 2018Underwriting Agreement • May 11th, 2018 • Republic Services, Inc. • Refuse systems • New York
This prospectus supplement and the accompanying prospectus are only being distributed to, and are only directed at, (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth companies, and such other persons to whom they may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, and (iv) persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended by Directive 2010/73/EU) (each such person being referred to as a “relevant person”). The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this prospectus supplement or the accompanying prospectus o
REPUBLIC SERVICES, INC. UNDERWRITING AGREEMENT November 13, 2017Underwriting Agreement • November 15th, 2017 • Republic Services, Inc. • Refuse systems • New York
In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a “Relevant Member State”), each underwriter has represented and agreed that, with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this prospectus supplement to the public in that Relevant Member State other than:
KELLOGG COMPANY Underwriting AgreementUnderwriting Agreement • November 8th, 2016 • Kellogg Co • Grain mill products • New York
Kellogg 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”), $600,000,000 aggregate principal amount of its 2.650% Senior Notes due 2023 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of May 21, 2009 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
REPUBLIC SERVICES, INC. UNDERWRITING AGREEMENT June 20, 2016Underwriting Agreement • June 22nd, 2016 • Republic Services, Inc. • Refuse systems • New York
In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a “Relevant Member State”), each underwriter has represented and agreed that, with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this prospectus supplement to the public in that Relevant Member State other than:
Prudential Financial, Inc. 5.375% Fixed-to-Floating Rate Junior Subordinated Notes due 2045 UNDERWRITING AGREEMENT May 13, 2015Underwriting Agreement • May 18th, 2015 • Prudential Financial Inc • Life insurance • New York
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037, Goldman, Sachs & Co. toll-free at 1-800-471-2526, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322 or Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.
UNDERWRITING AGREEMENT RAYTHEON COMPANY $300,000,000 3.150% Senior Notes due 2024 $300,000,000 4.200% Senior Notes due 2044 Underwriting AgreementUnderwriting Agreement • December 1st, 2014 • Raytheon Co/ • Search, detection, navagation, guidance, aeronautical sys • New York
This pricing term sheet supplements the preliminary form of prospectus supplement issued by Raytheon Company on November 24, 2014 relating to its prospectus dated January 25, 2013.
FIFTH THIRD BANCORP Underwriting AgreementUnderwriting Agreement • February 28th, 2014 • Fifth Third Bancorp • State commercial banks • New York
Fifth Third Bancorp, 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”), $500,000,000 principal amount of its 2.30% Senior Notes due 2019 having the terms set forth in Schedule 2 hereto (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of April 30, 2008, as such indenture may hereafter be supplemented (the “Indenture”) between the Company and Wilmington Trust Company, as trustee (the “Trustee”).
FIFTH THIRD BANCORP Underwriting AgreementUnderwriting Agreement • November 20th, 2013 • Fifth Third Bancorp • State commercial banks • New York
Fifth Third Bancorp, 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”), $750,000,000 principal amount of its 4.30% Subordinated Notes due 2024 having the terms set forth in Schedule 2 hereto (the “Securities”). The Securities will be issued
ORACLE CORPORATION Debt Securities Underwriting Agreement Standard ProvisionsUnderwriting Agreement • April 15th, 2013 • 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
FRONTIER COMMUNICATIONS CORPORATION Underwriting AgreementUnderwriting Agreement • March 28th, 2013 • Frontier Communications Corp • Telephone communications (no radiotelephone) • New York
Frontier Communications 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”), $750,000,000 aggregate principal amount of its 7.625% Senior Notes due 2024 (the “Securities”). The Securities will be issued pursuant to the Indenture dated as of April 9, 2009 (the “Base Indenture”), as supplemented by the fifth supplemental indenture to be dated as of April 10, 2013 (the “Fifth Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).
UNDERWRITING AGREEMENT RAYTHEON COMPANY 2.50% Senior Notes due 2022 Underwriting AgreementUnderwriting Agreement • December 4th, 2012 • Raytheon Co/ • Search, detection, navagation, guidance, aeronautical sys • New York
This pricing term sheet supplements the preliminary form of prospectus supplement issued by Raytheon Company on November 27, 2012 relating to its prospectus dated October 28, 2010.
WALGREEN CO. $550,000,000 Floating Rate Notes due 2014 $750,000,000 1.000% Notes due 2015 $1,000,000,000 1.800% Notes due 2017 $1,200,000,000 3.100% Notes due 2022 $500,000,000 4.400% Notes due 2042 Underwriting AgreementUnderwriting Agreement • September 13th, 2012 • Walgreen Co • Retail-drug stores and proprietary stores • New York
Walgreen Co., an Illinois corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (the “Representatives”), the principal amount of each of its debt securities identified in Schedule 1 hereto (collectively, the “Securities”). The Securities will be issued pursuant to a base indenture dated as of July 17, 2008 (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a resolution of the board of directors of the Company and set forth in an officers’ certificate (the “Supplemental Terms,” and together with the Base Indenture, the “Indenture”).
FIFTH THIRD BANCORP Underwriting AgreementUnderwriting Agreement • March 7th, 2012 • Fifth Third Bancorp • State commercial banks • New York
ArcelorMittal Debt Securities Underwriting Agreement Standard ProvisionsUnderwriting Agreement • February 28th, 2012 • ArcelorMittal • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of the Company, (a) such counsel may assume that the Company and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption may be made as to the Company regarding matters of the federal law of the United States of America or the law of the State of New York that in such counsel’s experience normally would be applicable to general business entities with respect to such agreement or obligation), (b) such opinions may be subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity and (c) such opinions may be subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ righ
UNDERWRITING AGREEMENT RAYTHEON COMPANY $575,000,000 1.400% Senior Notes due 2014 $425,000,000 4.700% Senior Notes due 2041 Underwriting AgreementUnderwriting Agreement • December 6th, 2011 • Raytheon Co/ • Search, detection, navagation, guidance, aeronautical sys • New York
This pricing term sheet supplements the preliminary form of prospectus supplement issued by Raytheon Company on November 29, 2011 relating to its prospectus dated October 28, 2010.
JOY GLOBAL Underwriting AgreementUnderwriting Agreement • October 12th, 2011 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York
Joy Global 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”),
FIFTH THIRD BANCORP Underwriting Agreement January 20, 2011Underwriting Agreement • January 25th, 2011 • Fifth Third Bancorp • State commercial banks • New York
Fifth Third Bancorp, 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 representative (the “Representative”), $1,000,000,000 principal amount of its 3.625% Senior Notes due 2016 having the terms set forth in Schedule 2 hereto (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of April 30, 2008, as such indenture may hereafter be supplemented (the “Indenture”) between the Company and Wilmington Trust Company, as trustee (the “Trustee”).
ORACLE CORPORATION Debt Securities Underwriting Agreement Standard ProvisionsUnderwriting Agreement • May 7th, 2010 • 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 “Original Indenture”) by and among the Company (formerly known as Ozark Holding Inc.), Oracle Systems Corporation (formerly known as Oracle Corporation) and Citibank, N.A. (the “Original Trustee”), as amended by the First Supplemental Inde
ROPER INDUSTRIES, INC. Equity Securities Underwriting Agreement Standard ProvisionsUnderwriting Agreement • December 22nd, 2009 • Roper Industries Inc • Industrial instruments for measurement, display, and control • New York
From time to time, Roper Industries, Inc., 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 equity securities designated in such Underwriting Agreement (the “Firm Shares”) to the several Underwriters named therein (the “Underwriters”), for whom the Underwriter(s) named therein shall act as representative (the “Representative”). The Underwriting Agreement may also provide for the sale of additional shares (the “Additional Shares”) of the Company’s equity securities if and to the extent that the Representative determines to exercise, on behalf of the Underwriters, the right to purchase such additional shares granted to the Underwriters. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Securities.” The Underwriting
ROPER INDUSTRIES, INC. Debt Securities Underwriting Agreement Standard ProvisionsUnderwriting Agreement • July 29th, 2008 • Roper Industries Inc • Industrial instruments for measurement, display, and control • New York
From time to time, Roper Industries, Inc., 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 _______, __________ (the “Indenture”) by and between the Company and Wells Fargo Bank, N.A., as trustee (the “Trustee”).
