Compliance with the USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of its clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
Compliance with the USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Initial Purchasers to properly identify their respective clients.
Compliance with the USA Patriot Act. To comply with applicable anti-money laundering/U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) rules and regulations, you are required to provide the following information:
Compliance with the USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. Exhibit 1.1 If the foregoing is in accordance with your understanding, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company and the Underwriters. HEALTHCARE REALTY TRUST INCORPORATED By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President, Corporate Counsel and Secretary Accepted as of the date hereof: X.X. XXXXXX SECURITIES LLC By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director BARCLAYS CAPITAL INC. By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Vice President For themselves and as Representatives of the other Underwriters named in Schedule I hereto Exhibit 1.1 SCHEDULE I Underwriter Number of Firm Shares to be Purchased X.X. Xxxxxx Securities LLC 2,537,500 Barclays Capital Inc. 1,268,750 Xxxxxxx Xxxxx & Co. LLC 906,250 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 543,750 BMO Capital Markets Corp. 543,750 Xxxxx Fargo Securities, LLC 543,750 PNC Capital Markets LLC 181,250 BB&T Capital Markets, a division of BB&T Securities, LLC 145,000 BTIG, LLC 145,000 Credit Agricole Securities (USA) Inc. 145,000 Fifth Third Securities, Inc. 145,000 Scotia Capital (USA) Inc. 145,000 Total 7,250,000 Exhibit 1.1 SCHEDULE II Free Writing Prospectus Reference is made to that certain set of slides that was first available to investors on August 8, 2017. ANNEX A Pricing Disclosure Package Preliminary Prospectus Supplement dated August 8, 2017 and filed with the SEC on August 8, 2017. The pricing information set forth on Exhibit A-1 to this Annex A (collectively, the “Pricing Information”), which is also a part of the Pricing Disclosure Package. Exhibit A-1 to ANNEX A Public offering price: $30.90 per share Shares offered: 7,250,000 shares Option Shares: 1,087,500 shares Exhibit 1.1 ANNEX B Issuer Free Writing Prospectus Reference is made to that certain set of slides that was first available to investors on August 8, 2017. ANNEX C
Compliance with the USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms. Very truly yours, OCEANEERING INTERNATIONAL, INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President and Chief Executive Officer [Signature page to the Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC Acting as Representative of the several Underwriters. Credit Suisse Securities (USA) LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director [Signature page to the Underwriting Agreement] SCHEDULE A Underwriter Principal Amount of Offered Securities Credit Suisse Securities (USA) LLC $ 88,890,000 Xxxxx Fargo Securities, LLC $ 51,120,000 X.X. Xxxxxx Securities LLC $ 51,120,000 DNB Markets, Inc. $ 26,670,000 HSBC Securities (USA) Inc. $ 26,670,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 22,230,000 Standard Chartered Bank $ 13,320,000 ABN AMRO Securities (USA) LLC $ 11,100,000 Skandinaviska Enskilda Xxxxxx XX (publ.) $ 8,880,000 Total $ 300,000,000 SCHEDULE B
Compliance with the USA Patriot Act. Anti-Terrorism Laws, Anti- Corruption Laws and Sanctions. Comply in all material respects with the USA PATRIOT Act and all applicable Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions. The Note Parties shall, and shall cause each of their Subsidiaries to, maintain in effect policies, procedures and controls reasonably designed to ensure compliance by the Note Parties, the Controlled Entities and their respective directors, officers, employees and agents with applicable Sanctions, Anti- Corruption Laws and Anti-Terrorism Laws. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may reasonably request in order for the Trustee to satisfy the requirements of the USA Patriot Act.
Compliance with the USA Patriot Act. Anti-Corruption Laws and Sanction Laws. Comply in all material respects with the USA PATRIOT Act, all Anti-Corruption Laws and all applicable Sanctions Laws.
