RAYMOND JAMES FINANCIAL, INC. UNDERWRITING AGREEMENT 10,500,000 SHARES OF COMMON STOCKUnderwriting Agreement • February 21st, 2012 • 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”), 9,500,000 shares (the “Company Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), and certain stockholders of the Company named in Schedule III hereto (the “Selling Stockholders”) propose to sell to the Underwriters 1,000,000 shares (the “Selling Stockholder Shares,” and together with the Company Shares, the “Firm Shares”) of Common Stock. In addition, the Company proposes to grant to the Underwriters an option to purchase from the Company up to an aggregate of 1,575,000 additional shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are herein referred to as the “Shares”. Such Shares are to be sold to each Underwriter, acting severally and not jointly, in such amounts as are listed in Schedule II
BRIDGE CREDIT AGREEMENT dated as of February 16, 2012, among RAYMOND JAMES FINANCIAL, INC., The LENDERS Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent, and as Sole Lead Arranger and Sole BookrunnerBridge Credit Agreement • February 21st, 2012 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
BRIDGE CREDIT AGREEMENT dated as of February 16, 2012, among RAYMOND JAMES FINANCIAL, INC.; the LENDERS party hereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent; CITIBANK, N.A., as Syndication Agent; and J.P. Morgan Securities LLC, as sole lead arranger and sole bookrunner.
