Compliance with 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 Representatives’ 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, the Guarantors and the several Underwriters in accordance with its terms. Very truly yours, B&G FOODS, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer B&G FOODS NORTH AMERICA, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of itself and as the Representatives of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE A Underwriter Principal Amount of Securities Barclays Capital Inc. $ 110,000,000 Deutsche Bank Securities Inc. $ 82,500,000 RBC Capital Markets, LLC $ 82,500,000 BofA Securities, Inc. $ 48,125,000 BMO Capital Markets Corp. $ 48,125,000 Xxxxxxx Sachs & Co. LLC $ 48,125,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One Securities, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens Capital Markets, Inc. $ 13,750,000 Credit Suisse Securities (USA) LLC $ 13,750,000 Rabo Securities USA, Inc. $ 13,750,000 TD Securities (USA) LLC $ 13,750,000 Total $ 550,000,000 SCHEDULE B
Appears in 1 contract
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on 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 addresses 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 Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between among the Company, the Guarantors Company and the several Underwriters in accordance with its terms. Very truly yours, B&G FOODS, INC. By: /s/ Xxxxx X. Xxxxx HIRERIGHT HOLDINGS CORPORATION By Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer B&G FOODS NORTH AMERICA, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: Name: Title: XXXXXXX SACHS & CO. LLC By: Name: Title: Acting on behalf of itself themselves and as the Representatives of the several Underwriters BARCLAYS CAPITAL INCUnderwriters. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE A Underwriter Principal Amount Number of Shares of Firm Securities Barclays Capital Inc. $ 110,000,000 Deutsche Bank Number of Shares of Optional Securities Inc. $ 82,500,000 RBC Capital Markets, LLC $ 82,500,000 BofA Securities, Inc. $ 48,125,000 BMO Capital Markets Corp. $ 48,125,000 Xxxxxxx Sachs & Co. LLC $ 48,125,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One Securities, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens Capital Markets, Inc. $ 13,750,000 Credit Suisse Securities (USA) LLC $ 13,750,000 Rabo Securities USAXxxxxxx Xxxxx & Co. LLC Barclays Capital Inc. Xxxxxxxxx LLC RBC Capital Markets, LLC Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxxx Xxxxx & Company, L.L.C. KeyBanc Capital Markets Inc. Xxxxxx, Xxxxxxxx & Company, Incorporated. Truist Securities, Inc. $ 13,750,000 TD Citizens Capital Markets, Inc. SPC Capital Markets LLC Penserra Securities LLC X. Xxxxxxx & Co., LLC Xxxxxxx & Xxxx Investments, Inc. Total SCHEDULE B 1. General Use Free Writing Prospectuses (USAincluded in the General Disclosure Package) LLC $ 13,750,000 Total $ 550,000,000 SCHEDULE B“General Use Issuer Free Writing Prospectus” includes each of the following documents:
Appears in 1 contract
Compliance with 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))) and the requirements of 31.C.F.R. §1010.230, 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. [Signature Pages Follow] If the foregoing letter is in accordance with the Representatives’ your understanding of our agreement, kindly please sign and return to us the Company one of the counterparts enclosed duplicates hereof, whereupon it will become a binding agreement between among the Company, the Guarantors Company and the several Underwriters in accordance with its terms. Very truly yours, B&G FOODS, INC. PACKAGING CORPORATION OF AMERICA By: /s/ Xxxxx Xxxxxx X. Xxxxx Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxx Xxxxxx Title: Executive Vice President of SVP Finance and Chief Financial Officer B&G FOODS NORTH AMERICA, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer & Controller [PCA – Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of itself and as the DEUTSCHE BANK SECURITIES INC. XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. listed on Schedule I By: Deutsche Bank Securities Inc. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Xxxx Xxx Authorized Officer Xxxx Xxx Managing Director By: /s/ Xxxxx Xxxxx Authorized Officer Xxxxx Xxxxx Director By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxxx Xxxxxx Authorized Officer [PCA – Underwriting Agreement] SCHEDULE A I Schedule of Underwriters Underwriter Aggregate Principal Amount of Securities Barclays Capital Inc. $ 110,000,000 Notes to be Purchased Deutsche Bank Securities Inc. $ 82,500,000 RBC Capital Markets182,000,000 Xxxxx Fargo Securities, LLC $ 82,500,000 182,000,000 BMO Capital Markets Corp. $ 42,000,000 BofA Securities, Inc. $ 48,125,000 BMO Capital 42,000,000 Citigroup Global Markets Corp. Inc. $ 48,125,000 Xxxxxxx Sachs & Co. LLC $ 48,125,000 42,000,000 X.X. Xxxxxx Securities LLC $ 48,125,000 42,000,000 Mizuho Securities USA LLC $ 42,000,000 PNC Capital One SecuritiesMarkets LLC $ 42,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $ 42,000,000 U.S. Bancorp Investments, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens Capital Markets, Inc. $ 13,750,000 Credit Suisse Securities (USA) LLC $ 13,750,000 Rabo Securities USA, Inc. $ 13,750,000 TD Securities (USA) LLC $ 13,750,000 42,000,000 Total $ 550,000,000 700,000,000 SCHEDULE BII
Appears in 1 contract
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriters Purchasers are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Guarantors, which information may include the name and address addresses of their respective clients, as well as other information that will allow the Underwriters Purchasers to properly identify their respective clients. If the foregoing is in accordance with the RepresentativesPurchasers’ understanding of our agreement, kindly sign and return to the Company us one of the counterparts hereof, whereupon it will become a binding agreement between the Company, the Guarantors and the several Underwriters Purchasers in accordance with its terms. Very truly yours, B&G FOODSRENEWABLE ENERGY GROUP, INC. By: /s/ Xxxxx Xxxxxxx X. Xxxxx Xxxxxx Name: Xxxxx Xxxxxxx X. Xxxxx Xxxxxx Title: Executive Vice President of Finance and Chief Financial Executive Officer B&G FOODS NORTH AMERICA, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANYREG BIOFUELS, LLC BACK TO NATURE FOODS SERVCOREG MARKETING & LOGISTICS GROUP, LLC BEAR CREEK COUNTRY KITCHENSREG SERVICES GROUP, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODSREG SYNTHETIC FUELS, LLC XXXXXXX XXXXXXXXX COMPANY REG LIFE SCIENCES, LLC REG VENTURES, LLC REG XXXXXXX, LLC REG HOUSTON, LLC REG DANVILLE, LLC REG XXXXXX XXX, LLC REG XXXXXX, LLC REG SENECA, LLC REG NEW BOSTON, LLC REG XXXXX CITY, LLC REG EMPORIA, LLC REG CLOVIS, LLC REG ATLANTA, LLC REG OKEECHOBEE, LLC REG GEISMAR, LLC REG GRAYS HARBOR, LLC REG MADISON, LLC REG FEEDSTOCK, LLC By: /s/ Xxxxx Xxxxxxx X. Xxxxx Xxxxxx Name: Xxxxx Xxxxxxx X. Xxxxx Xxxxxx Title: Executive Vice President of Finance and Chief Financial Officer REG CAPITAL, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President The foregoing Underwriting Purchase Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Acting on behalf of itself and as the Representatives Representative of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director Purchasers SCHEDULE A Underwriter Purchaser Principal Amount of Offered Securities Barclays Capital Inc. $ 110,000,000 Deutsche Bank Securities Inc. $ 82,500,000 RBC Capital Markets, LLC $ 82,500,000 BofA Securities, Inc. $ 48,125,000 BMO Capital Markets Corp. $ 48,125,000 Xxxxxxx Sachs & Co. LLC $ 48,125,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One Securities, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens Capital Markets, Inc. $ 13,750,000 Credit Suisse Securities (USA) LLC $ 13,750,000 Rabo Securities USA253,000,000 BofA Securities, Inc. $ 13,750,000 TD Securities (USA) 99,000,000 Citigroup Global Markets Inc. $ 99,000,000 Xxxxx Fargo Securities, LLC $ 13,750,000 99,000,000 Total $ 550,000,000 SCHEDULE BB Issuer Free Writing Communications (included in the General Disclosure Package)
Appears in 1 contract
Compliance with 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. Each of the Underwriters, the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and each Subsidiary Guarantor waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. If the foregoing is in accordance with the RepresentativesUnderwriters’ understanding of our agreement, kindly sign and return to the Company us one of the counterparts hereof, whereupon it will become a binding agreement between among the Company, the Guarantors each Subsidiary Guarantor and the several Underwriters in accordance with its terms. Very truly yours, B&G FOODS, INC. CHESAPEAKE ENERGY CORPORATION By: /s/ Xxxxx Xxxxxxx X. Xxxxx Dell’Osso, Jr. Name: Xxxxx Xxxxxxx X. Xxxxx Dell’Osso, Jr. Title: Executive Vice President of Finance and Chief Financial Officer B&G FOODS NORTH AMERICASUBSIDIARY GUARANTORS: CHESAPEAKE ENERGY LOUISIANA CORPORATION, CHESAPEAKE ENERGY MARKETING, L.L.C., CHESAPEAKE E&P HOLDING, L.L.C., CHESAPEAKE NG VENTURES CORPORATION, CHESAPEAKE OPERATING, L.L.C., CHESAPEAKE PLAINS, LLC, CHK ENERGY HOLDINGS, INC. B&G FOODS SNACKS., SPARKS DRIVE SWD, INC. BACK TO NATURE FOODS ., WINTER MOON ENERGY CORPORATION, CHESAPEAKE AEZ EXPLORATION, L.L.C., CHESAPEAKE APPALACHIA, L.L.C., CHESAPEAKE-XXXXXXXX ACQUISITION, L.L.C., CHESAPEAKE EXPLORATION, L.L.C., CHESAPEAKE LAND DEVELOPMENT COMPANY, LLC BACK TO NATURE FOODS SERVCOL.L.C., LLC BEAR CREEK COUNTRY KITCHENSCHESAPEAKE MIDSTREAM DEVELOPMENT, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCOL.L.C., INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICACHESAPEAKE ROYALTY, INC. VICTORIA FINE FOODSL.L.C., LLC XXXXXXX XXXXXXXXX COMPANY CHESAPEAKE VRT, L.L.C., CHK UTICA, L.L.C., COMPASS MANUFACTURING, L.L.C., EMLP, L.L.C., EMPRESS, L.L.C., GSF, L.L.C., MC LOUISIANA MINERALS, L.L.C., MC MINERAL COMPANY, L.L.C., MIDCON COMPRESSION, L.L.C., NOMAC SERVICES, L.L.C., NORTHERN MICHIGAN EXPLORATION COMPANY, L.L.C., CHESAPEAKE LOUISIANA, L.P., By: Chesapeake Operating, L.L.C., its General Partner EMPRESS LOUISIANA PROPERTIES, L.P. By: EMLP, L.L.C., its General Partner By: /s/ Xxxxx Xxxxxxx X. Xxxxx Dell’Osso, Jr. Name: Xxxxx Xxxxxxx X. Xxxxx Dell’Osso, Jr. Title: Executive Vice President of Finance and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX & CO. LLC Acting on behalf of itself and as the Representatives Representative of the several Underwriters BARCLAYS CAPITAL INCUnderwriters. XXXXXXX SACHS & CO. LLC By: /s/ Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx Name: Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx Title: Managing Director SCHEDULE A Underwriter Principal Amount of 2024 Notes Principal Amount of 2026 Notes Xxxxxxx Xxxxx & Co. LLC $ 212,500,000 $ 100,000,000 X.X. Xxxxxx Securities Barclays Capital LLC $ 76,500,000 $ 36,000,000 Xxxxx Fargo Securities, LLC $ 76,500,000 $ 36,000,000 MUFG Securities Americas Inc. $ 110,000,000 Deutsche Bank 59,500,000 $ 28,000,000 ABN AMRO Securities (USA) LLC $ 42,500,000 $ 20,000,000 BMO Capital Markets Corp. $ 42,500,000 $ 20,000,000 Citigroup Global Markets Inc. $ 82,500,000 42,500,000 $ 20,000,000 Credit Agricole Securities (USA) Inc. $ 42,500,000 $ 20,000,000 DNB Markets, Inc. $ 42,500,000 $ 20,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 42,500,000 $ 20,000,000 Mizuho Securities USA LLC $ 42,500,000 $ 20,000,000 Xxxxxx Xxxxxxx & Co. LLC $ 42,500,000 $ 20,000,000 Natixis Securities Americas LLC $ 42,500,000 $ 20,000,000 RBC Capital Markets, LLC $ 82,500,000 BofA Securities42,500,000 $ 20,000,000 Total $ 850,000,000 $ 400,000,000 SCHEDULE B SUBSIDIARY GUARANTORS Chesapeake Energy Louisiana Corporation Chesapeake Energy Marketing, L.L.C. Chesapeake E&P Holding, L.L.C. Chesapeake NG Ventures Corporation Chesapeake Operating, L.L.C. Chesapeake Plains, LLC CHK Energy Holdings, Inc. $ 48,125,000 Sparks Drive SWD, Inc. Winter Moon Energy Corporation Chesapeake AEZ Exploration, L.L.C. Chesapeake Appalachia, L.L.C. Chesapeake-Xxxxxxxx Acquisition, L.L.C. Chesapeake Exploration, L.L.C. Chesapeake Land Development Company, L.L.C. Chesapeake Midstream Development, L.L.C. Chesapeake Royalty, L.L.C. Chesapeake VRT, L.L.C. CHK Utica, L.L.C. Compass Manufacturing, L.L.C. EMLP, L.L.C. Empress, L.L.C. GSF, L.L.C. MC Louisiana Minerals, L.L.C. MC Mineral Company, L.L.C. Midcon Compression, L.L.C. Nomac Services, L.L.C. Northern Michigan Exploration Company, L.L.C. Chesapeake Louisiana, L.P. Empress Louisiana Properties, L.P. SCHEDULE C 1. Form of Pricing Term Sheet attached as Schedule D hereto. SCHEDULE D FORM OF TERM SHEET Filed Pursuant to Rule 433 Registration No. 333-219649 Pricing Term Sheet September 25, 2018 Chesapeake Energy Corporation $850,000,000 aggregate principal amount of 7.00% Senior Notes due 2024 $400,000,000 aggregate principal amount of 7.50% Senior Notes due 2026 The information in this pricing term sheet supplements Chesapeake Energy Corporation’s preliminary prospectus supplement, dated September 25, 2018 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. In all other respects, this term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement. Issuer: Chesapeake Energy Corporation Aggregate principal amount offered: $850,000,000 principal amount 7.00% Senior Notes due 2024 (the “2024 Notes”) $400,000,000 principal amount 7.50% Senior Notes due 2026 (the “2026 Notes”) Ranking: Senior unsecured Coupon: 2024 Notes: 7.00% 2026 Notes: 7.50% Maturity: 2024 Notes: October 1, 2024 2026 Notes: October 1, 2026 Price to public: 2024 Notes: 100.00% of principal amount plus accrued interest, if any, from September 27, 2018 2026 Notes: 100.00% of principal amount plus accrued interest, if any, from September 27, 2018 Gross Proceeds to Issuer: 2024 Notes: $850,000,000 2026 Notes: $400,000,000 Yield to Maturity: 2024 Notes: 7.00% 2026 Notes: 7.50% Spread to Benchmark Treasury: 2024 Notes: +396 bps 2026 Notes: +441 bps Benchmark Treasury: 2024 Notes: 2.25% UST due October 31, 2024 2026 Notes: 2.00% UST due November 15, 2026 Gross Spread: 2024 Notes: 1.00% of principal amount of 2024 Notes 2026 Notes: 1.00% of principal amount of 2026 Notes Interest payment dates: 2024 Notes: April 1 and October 1 of each year, commencing April 1, 2019 2026 Notes: April 1 and October 1 of each year, commencing April 1, 2019 Record dates: 2024 Notes: March 15 and September 15 2026 Notes: March 15 and September 15 Equity clawback: 2024 Notes: Up to 35% of the aggregate principal amount of 2024 Notes at 107.000% prior to April 1, 2021 2026 Notes: Up to 35% of the aggregate principal amount of 2026 Notes at 107.500% prior to October 1, 2021 Optional redemption: 2024 Notes: Make-whole call @ T+50 basis points at any time prior to April 1, 2021, plus accrued and unpaid interest to the redemption date, then: On or after: April 1, 2021 April 1, 2022 April 1, 2023 and thereafter Price: 103.500% 101.750% 100.000% 2026 Notes: Make-whole call @ T+50 basis points at any time prior to October 1, 2021, plus accrued and unpaid interest to the redemption date, then: On or after: Price: October 1, 2021 103.750% October 1, 2022 101.875% October 1, 2023 and thereafter 100.000% Joint Book-Running Managers: Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Xxxxx Fargo Securities MUFG Senior Co-Managers: ABN AMRO BMO Capital Markets Corp. $ 48,125,000 BofA Xxxxxxx Sachs Xxxxx Citigroup Credit Agricole CIB DNB Markets Mizuho Securities Xxxxxx Xxxxxxx Natixis RBC Capital Markets Trade date: September 25, 2018 Settlement date: September 27, 2018 (T+2) CUSIP: 2024 Notes: 000000XX0 2026 Notes: 000000XX0 ISIN: 2024 Notes: US165167DA21 2026 Notes: US165167DB04 The Issuer has filed a registration statement (including a prospectus), which became effective on August 3, 2017, and a preliminary prospectus supplement, dated September 25, 2018, 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, including the preliminary prospectus supplement, for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the accompanying prospectus supplement if you request it by calling Xxxxxxx Xxxxx & Co. LLC $ 48,125,000 at (000) 000-0000, X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One at (000) 000-0000, Xxxxx Fargo Securities, LLC at (000) 000-0000 or MUFG Securities Americas Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens Capital Markets, Inc. $ 13,750,000 Credit Suisse Securities at (USA000) LLC $ 13,750,000 Rabo Securities USA, Inc. $ 13,750,000 TD Securities (USA) LLC $ 13,750,000 Total $ 550,000,000 SCHEDULE 000-0000. EXHIBIT A FORM OF OPINION OF XXXXX XXXXX LLP EXHIBIT B
Appears in 1 contract
Compliance with 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 CompanyCompany and the Guarantors, 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 Representatives’ 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 among the Company, the Guarantors and the several Underwriters in accordance with its terms. Very truly yours, B&G FOODSTHE CHEMOURS COMPANY THE CHEMOURS COMPANY FC, LLC THE CHEMOURS COMPANY TT, LLC CHEMFIRST INC. FIRST CHEMICAL CORPORATION FIRST CHEMICAL TEXAS, L.P. FT CHEMICAL, INC. FIRST CHEMICAL HOLDINGS, LLC By: /s/ Xxxxx Mxxx X. Xxxxx Xxxxxx Name: Xxxxx Mxxx X. Xxxxx Xxxxxx Title: Executive Senior Vice President of Finance and Chief Financial Officer B&G FOODS NORTH AMERICA, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, Accepted: Credit Suisse Securities (USA) LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of itself and as the Representatives of the several Underwriters BARCLAYS CAPITAL INC. named in Schedule A hereto By: /s/ Xxxxxx Xxxxxx Pxxxxxxx Xxxxx Name: Xxxxxx Xxxxxx Pxxxxxxx Xxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] SCHEDULE A Underwriter Underwriters Principal Amount of Securities Barclays Capital Inc. $ 110,000,000 Deutsche Bank Securities Inc. $ 82,500,000 RBC Capital Markets, LLC $ 82,500,000 BofA Securities, Inc. $ 48,125,000 BMO Capital Markets Corp. $ 48,125,000 Xxxxxxx Sachs & Co. LLC $ 48,125,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One Securities, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens Capital Markets, Inc. $ 13,750,000 to be Purchased Credit Suisse Securities (USA) LLC $ 13,750,000 Rabo 150,000,000.00 J.X. Xxxxxx Securities USA, LLC $ 90,000,000.00 Citigroup Global Markets Inc. $ 13,750,000 90,000,000.00 Barclays Capital Inc. $ 90,000,000.00 TD Securities (USA) LLC $ 13,750,000 50,000,000.00 HSBC Securities (USA) Inc. $ 13,000,000.00 RBC Capital Markets, LLC $ 8,500,000.00 Mizuho Securities USA LLC $ 8,500,000.00 Total $ 550,000,000 500,000,000.00 SCHEDULE BB GUARANTORS The Chemours Company FC, LLC The Chemours Company TT, LLC ChemFirst Inc. First Chemical Corporation First Chemical Texas, L.P. FT Chemical, Inc. First Chemical Holdings, LLC SCHEDULE C
Appears in 1 contract
Samples: Underwriting Agreement (Chemours Co)
Compliance with 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 Representatives’ 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, the Guarantors and the several Underwriters in accordance with its terms. Very truly yours, B&G FOODS, INC. By: /s/ Xxxxx Xxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxx X. Xxxxx Xxxxxxxx Title: Chief Executive Vice President of Finance and Chief Financial Officer B&G FOODS NORTH AMERICA, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION PIRATE BRANDS, LLC SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx Xxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxx X. Xxxxx Xxxxxxxx Title: Chief Executive Vice President of Finance and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of itself themselves and as the Representatives of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Xxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director SCHEDULE A Underwriter Principal Amount of Securities Barclays Capital Inc. $ 110,000,000 Deutsche Bank Securities Inc. 88,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 82,500,000 68,000,000 RBC Capital Markets, LLC $ 82,500,000 BofA Securities, Inc. $ 48,125,000 68,000,000 BMO Capital Markets Corp. $ 48,125,000 Xxxxxxx Sachs & Co. LLC $ 48,125,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One Securities, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens Capital Markets, Inc. $ 13,750,000 32,000,000 Credit Suisse Securities (USA) LLC $ 13,750,000 32,000,000 Deutsche Bank Securities Inc. $ 32,000,000 Xxxxxxx Sachs & Co. LLC $ 32,000,000 X.X. Xxxxxx Securities LLC $ 24,000,000 Citizens Capital Markets, Inc. $ 8,000,000 Rabo Securities USA, Inc. $ 13,750,000 8,000,000 TD Securities (USA) LLC $ 13,750,000 8,000,000 Total $ 550,000,000 400,000,000 SCHEDULE B
Appears in 1 contract
Compliance with 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 Representatives’ your understanding of our agreement, kindly please sign and return to the Company one of the counterparts a counterpart hereof, whereupon it this instrument, along with all counterparts, will become a binding agreement between among the CompanyUnderwriters, the Guarantors Company and the several Underwriters Adviser in accordance with its terms. Very truly yours, B&G FOODS, XXXXXX SQUARE CAPITAL BDC INC. By: /s/ Xxxxx X. Xxxxx By Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer B&G FOODS NORTH AMERICA, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, XXXXXX SQUARE BDC ADVISOR LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx X. Xxxxx By Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted CONFIRMED AND ACCEPTED, as of the date first above written: X.X. XXXXXX SECURITIES LLC BOFA SECURITIES, INC. Acting on behalf of itself RBC CAPITAL MARKETS, LLC UBS SECURITIES LLC By: X.X. XXXXXX SECURITIES LLC By Name: Title: By: BOFA SECURITIES, INC. By: Name: Title: By: RBC CAPITAL MARKETS, LLC By Name: Title: By: UBS SECURITIES LLC By Name: Title: By Name: Title: For themselves and as Representatives of the Underwriters named in Exhibit A hereto. EXHIBIT A Name of Underwriter Number of Initial Securities X.X. Xxxxxx Securities LLC BofA Securities, Inc. RBC Capital Markets, LLC UBS Securities LLC Citigroup Global Markets Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxxxxxx & Co. Inc. Clear Street LLC Total EXHIBIT B SUBSIDIARIES OF THE COMPANY Name Jurisdiction of Organization Type of Entity Subsidiaries Xxxxxx Square BDC Funding I LLC Delaware Limited Liability Company Xxxxxx Square BDC Funding II LLC Delaware Limited Liability Company EXHIBIT C LIST OF PERSONS SUBJECT TO LOCK-UP Xxxxxxxxxxx X. Xxxx Xxxxxxx X. Xxx Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxx Xx. Xxxxxxxxxxx X. Xxxxxx Xxxxx X. Xxxx Xxxxx X. Xxxx Xxxxxxx X. Xxxxxxxxxx Excelsior Holdings D2 LLC Alaris Master Fund, LP Caravel Holdings LLC Xxxxxx X. Xxxxxxxx Chinquapin Trust Company EXHIBIT D-1 FORM OF LOCK-UP AGREEMENT XXXXXX SQUARE CAPITAL BDC INC. Public Offering of Common Stock Dated as of [●], 2024 X.X. Xxxxxx Securities LLC BofA Securities, Inc. RBC Capital Markets, LLC UBS Securities LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE A Underwriter Principal Amount of Securities Barclays Capital New York, New York 10179 c/o BofA Securities, Inc. $ 110,000,000 Deutsche Bank Securities Inc. $ 82,500,000 One Bryant Park New York, New York 10036 c/o RBC Capital Markets, LLC $ 82,500,000 000 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 c/o UBS Securities LLC 0000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10019 Ladies and Gentlemen: This agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Xxxxxx Square Capital BDC Inc., a Maryland corporation (the “Company”), X.X. Xxxxxx Securities LLC (“JPM”), BofA Securities, Inc. $ 48,125,000 BMO Capital Markets Corp. $ 48,125,000 Xxxxxxx Sachs & Co. LLC $ 48,125,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One Securities(“BofA”), Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens RBC Capital Markets, Inc. $ 13,750,000 Credit Suisse LLC and UBS Securities LLC, as representatives of a group of underwriters (USAthe “Underwriters”) LLC $ 13,750,000 Rabo Securities USAand the other parties thereto (if any), Inc. $ 13,750,000 TD Securities relating to a proposed underwritten public offering of common stock (USAthe “Common Stock”) LLC $ 13,750,000 Total $ 550,000,000 SCHEDULE Bof the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date of the Underwriting Agreement through and including the date that is the [Include for all director and officer signees -- 180th] [Include for all signees that are not directors or officers -- 360th] day after the date of the Underwriting Agreement (such period, the “Lock-Up Period”), the undersigned will not, without the prior written consent of JPM or BofA, directly or indirectly:
Appears in 1 contract
Samples: Underwriting Agreement (Palmer Square Capital BDC Inc.)
Compliance with 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 Representatives’ your understanding of our agreement, kindly please sign and return to the Company one of the counterparts a counterpart hereof, whereupon it this instrument, along with all counterparts, will become a binding agreement between among the Company, the Guarantors Underwriters and the several Underwriters Company in accordance with its terms. Very truly yours, B&G FOODS, INC. SOUTHWESTERN ENERGY COMPANY By: /s/ R. Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Xxxx Title: Executive Senior Vice President of Finance and Chief Financial Officer B&G FOODS NORTH AMERICACONFIRMED AND ACCEPTED, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of : By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx Xxxxx Xxx Xxxxx Authorized Signatory For itself and as Representative of the Representatives of other Underwriters named in Schedule A hereto. [Signature Page to Underwriting Agreement] SCHEDULE A The initial public offering price per share for the Securities shall be $23.00 The purchase price per share for the Securities to be paid by the several Underwriters BARCLAYS CAPITAL INCshall be $22.31, being an amount equal to the initial public offering price set forth above less $0.69 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. By: /s/ Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 10,017,396 Citigroup Global Markets Inc. 2,934,784 X.X. Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE A Underwriter Principal Amount of Securities Barclays LLC 2,934,784 Xxxxx Fargo Securities, LLC 2,934,784 BMO Capital Markets Corp. 847,826 BNP Paribas Securities Corp. 521,739 Mitsubishi UFJ Securities (USA), Inc. $ 110,000,000 Deutsche Bank 521,739 Mizuho Securities USA Inc. 639,130 RBS Securities Inc. $ 82,500,000 913,043 SMBC Nikko Securities America, Inc. 639,130 BBVA Securities Inc. 352,173 Credit Agricole Securities (USA) Inc. 352,173 RBC Capital Markets, LLC $ 82,500,000 BofA 339,130 CIBC World Markets Corp. 208,695 SG Americas Securities, LLC 208,695 BB&T Capital Markets, a division of BB&T Securities, LLC 143,478 Comerica Securities, Inc. $ 48,125,000 BMO Capital Markets Corp. $ 48,125,000 Xxxxxxx Sachs & Co. LLC $ 48,125,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One 143,478 Fifth Third Securities, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens Capital Markets143,478 Xxxxxxxxx Energy Securities, Inc. $ 13,750,000 Credit Suisse LLC 143,478 HSBC Securities (USA) LLC $ 13,750,000 Rabo Securities USA, Inc. $ 13,750,000 TD Securities 143,478 KeyBanc Capital Markets Inc. 143,478 Macquarie Capital (USA) Inc. 143,478 Xxxxx Xxxxxxx & Co. 143,478 PNC Capital Markets LLC $ 13,750,000 143,478 Xxxxxx X. Xxxxx & Co. Incorporated 143,478 Scotia Capital (USA) Inc. 143,478 Tudor, Pickering, Xxxx & Co. Securities, Inc. 143,478 Total $ 550,000,000 26,086,957 SCHEDULE BB-1 Pricing Terms
Appears in 1 contract
Compliance with 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 Representatives’ 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, the Guarantors Company and the several Underwriters in accordance with its terms. Very truly yours, B&G FOODS, SRC ENERGY INC. By: /s/ Xxxxx X. Xxxxx Xxxxxxxxx Name: Xxxxx X. Xxxxx Xxxxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer B&G FOODS NORTH AMERICA, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President Acting on behalf of itself themselves and as the Representatives of the several Underwriters BARCLAYS CAPITAL INClisted on Schedule A hereto. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE A Underwriter Principal Amount Number of Firm Securities Barclays Capital Inc. $ 110,000,000 Deutsche Bank Securities Inc. $ 82,500,000 RBC Capital Markets, LLC $ 82,500,000 BofA Securities, Inc. $ 48,125,000 BMO Capital Markets Corp. $ 48,125,000 Xxxxxxx Sachs & Co. LLC $ 48,125,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One Securities, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens Capital Markets, Inc. $ 13,750,000 Credit Suisse Securities (USA) LLC $ 13,750,000 Rabo 12,075,000 X.X. Xxxxxx Securities USALLC 9,712,500 Citigroup Global Markets Inc. 1,575,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 13,750,000 TD 1,575,000 KeyBanc Capital Markets Inc. 875,000 BMO Capital Markets Corp. 787,500 Capital One Securities, Inc. 787,500 Deutsche Bank Securities Inc. 787,500 Xxxxxxx Rice & Company L.L.C. 787,500 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 787,500 Xxxxxxx Xxxxx & Associates, Inc. 787,500 Scotia Capital (USA) Inc. 787,500 Xxxxx Fargo Securities, LLC. 787,500 Xxxxxx X. Xxxxx & Co. Incorporated 525,000 Xxxxxxx & Company International 525,000 Xxxxxxxx Inc. 525,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 525,000 Imperial Capital, LLC $ 13,750,000 262,500 Seaport Global Securities LLC 262,500 Xxxxx Brothers Investment Research, Inc. 262,500 Total $ 550,000,000 SCHEDULE B35,000,000
Appears in 1 contract
Compliance with 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 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 Underwriters Initial Purchasers to properly identify their respective clients. If the foregoing is in accordance with the Representatives’ your understanding of our agreement, kindly sign and return to the Company one of the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, whereupon it will shall become a binding agreement between the Company, the Guarantors and the several Underwriters in accordance with its terms. Very truly yours, B&G FOODSOSHKOSH CORPORATION By: /s/ R. Xxxxx Xxxxxxxx R. Xxxxx Xxxxxxxx Senior Vice President and Treasurer JLG INDUSTRIES, INC. McNEILUS FINANCIAL, INC. OSHKOSH AIRPORT PRODUCTS, LLC OSHKOSH COMMERCIAL PRODUCTS, LLC OSHKOSH DEFENSE, LLC XXXXXX MANUFACTURING INC., as Guarantors By: /s/ R. Xxxxx X. Xxxxxxxx R. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Xxxxxxxx Senior Vice President of Finance and Chief Financial Officer B&G FOODS NORTH AMERICA, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer Treasurer The foregoing Underwriting Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Acting on behalf of itself and as the Representatives Representative of the other several Underwriters BARCLAYS CAPITAL INC. Initial Purchasers By: /s/ Xxxxxx Xxxx Xxxxxx Name: Xxxxxx Xxxx Xxxxxx Title: Managing Director SCHEDULE A Underwriter Initial Purchasers Aggregate Principal Amount of Securities Barclays Capital Inc. Notes to be Purchased Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 110,000,000 Deutsche Bank Securities Inc. $ 82,500,000 RBC Capital Markets, LLC $ 82,500,000 BofA Securities, Inc. $ 48,125,000 BMO Capital Markets Corp. $ 48,125,000 Xxxxxxx Sachs & Co. LLC $ 48,125,000 65,006,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One 45,000,000 RBS Securities Inc. 45,000,000 Xxxxx Fargo Securities, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens Capital Markets, Inc. $ 13,750,000 LLC 45,000,000 Credit Suisse Agricole Securities (USA) Inc. 7,142,000 HSBC Securities (USA) Inc. 7,142,000 PNC Capital Markets LLC $ 13,750,000 Rabo 7,142,000 SMBC Nikko Securities USAAmerica, Inc. $ 13,750,000 7,142,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 7,142,000 TD Securities (USA) LLC $ 13,750,000 7,142,000 U.S. Bancorp Investments, Inc. 7,142,000 Total $ 550,000,000 250,000,000 SCHEDULE BB Significant Subsidiaries Xxxxxx International, Inc. JLG Industries, Inc. JLG Equipment Services, Inc. Oshkosh Defense, LLC EXHIBIT A [Form of Opinion of Xxxxx & Lardner LLP]
Appears in 1 contract
Samples: Purchase Agreement (Oshkosh Corp)
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on 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 addresses 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 Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between among the Company, the Guarantors Company and the several Underwriters in accordance with its terms. Very truly yours, B&G FOODS, INC. By: /s/ Xxxxx X. Xxxxx HIRERIGHT HOLDINGS CORPORATION By Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer B&G FOODS NORTH AMERICA, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Credit Suisse Securities (USA) LLC By Name: Title: Xxxxxxx Sachs & Co. LLC By Name: Title: Acting on behalf of itself themselves and as the Representatives of the several Underwriters BARCLAYS CAPITAL INCUnderwriters. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE A Underwriter Principal Amount Number of Shares of Firm Securities Barclays Capital Inc. $ 110,000,000 Deutsche Bank Number of Shares of Optional Securities Inc. $ 82,500,000 RBC Capital Markets, LLC $ 82,500,000 BofA Securities, Inc. $ 48,125,000 BMO Capital Markets Corp. $ 48,125,000 Xxxxxxx Sachs & Co. LLC $ 48,125,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One Securities, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens Capital Markets, Inc. $ 13,750,000 Credit Suisse Securities (USA) LLC $ 13,750,000 Rabo Securities USAXxxxxxx Xxxxx & Co. LLC Barclays Capital Inc. Xxxxxxxxx LLC RBC Capital Markets, LLC Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxxx Xxxxx & Company, L.L.C. KeyBanc Capital Markets Inc. Xxxxxx, Xxxxxxxx & Company, Incorporated Truist Securities, Inc. $ 13,750,000 TD Citizens Capital Markets, Inc. SPC Capital Markets LLC Penserra Securities LLC X. Xxxxxxx & Co., LLC Xxxxxxx & Xxxx Investments, Inc. Total SCHEDULE B 1. General Use Free Writing Prospectuses (USAincluded in the General Disclosure Package) LLC $ 13,750,000 Total $ 550,000,000 SCHEDULE B“General Use Issuer Free Writing Prospectus” includes each of the following documents:
Appears in 1 contract
Compliance with 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 Representatives’ your understanding of our agreement, kindly please sign and return to the Company one of the counterparts a counterpart hereof, whereupon it this instrument, along with all counterparts, will become a binding agreement between among the Company, the Guarantors Underwriters and the several Underwriters Company in accordance with its terms. Very truly yours, B&G FOODSINSPIRE MEDICAL SYSTEMS, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx By Title: Executive Vice President of Finance and Chief Financial Officer B&G FOODS NORTH AMERICACONFIRMED AND ACCEPTED, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory XXXXXXX SACHS & CO. Acting on behalf of itself LLC By Authorized Signatory For themselves and as the Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[·]. The purchase price per share for the Securities to be paid by the several Underwriters BARCLAYS CAPITAL INCshall be $[·], being an amount equal to the initial public offering price set forth above less $[·] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. By: /s/ Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE A Underwriter Principal Amount of Securities Barclays Capital Inc. $ 110,000,000 Deutsche Bank Securities Inc. $ 82,500,000 RBC Capital Markets, LLC $ 82,500,000 BofA Securities, Inc. $ 48,125,000 BMO Capital Markets Corp. $ 48,125,000 & Xxxxx Incorporated [·] Xxxxxxx Sachs & Co. LLC $ 48,125,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One [·] Guggenheim Securities, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens Capital MarketsLLC [·] Xxxxxx, Inc. $ 13,750,000 Credit Suisse Securities (USA) Xxxxxxxx & Company, Incorporated [·] Xxxxx Fargo Securities, LLC $ 13,750,000 Rabo Securities USA, Inc. $ 13,750,000 TD Securities (USA) LLC $ 13,750,000 [·] Total $ 550,000,000 [·] SCHEDULE BB-1 Pricing Terms
Appears in 1 contract
Samples: Underwriting Agreement (Inspire Medical Systems, Inc.)
Compliance with 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. [Signature Page Follows] If the foregoing is in accordance with the Representatives’ your understanding of our agreement, kindly please sign and return to the Company one of the counterparts a counterpart hereof, whereupon it this instrument, along with all counterparts, will become a binding agreement between among the Company, the Guarantors Underwriters and the several Underwriters Company in accordance with its terms. Very truly yours, B&G FOODS, INC. SOUTHWESTERN ENERGY COMPANY By: /s/ R. Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Xxxx Title: Executive Senior Vice President of Finance and Chief Financial Officer B&G FOODS NORTH AMERICACONFIRMED AND ACCEPTED, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of itself and as the Representatives of the several Underwriters BARCLAYS CAPITAL INC. : By: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director Xxxxxxxx Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $13.00 The purchase price per share for the Securities to be paid by the several Underwriters shall be $12.62, being an amount equal to the initial public offering price set forth above less $0.38 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Principal Amount Number of Initial Securities Barclays Capital Inc. $ 110,000,000 Deutsche Bank Securities Inc. $ 82,500,000 RBC Capital Markets, LLC $ 82,500,000 BofA Securities, Inc. $ 48,125,000 BMO Capital Markets Corp. $ 48,125,000 Xxxxxxx Sachs & Co. LLC $ 48,125,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One Securities, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens Capital Markets, Inc. $ 13,750,000 Credit Suisse Securities (USA) LLC $ 13,750,000 Rabo 30,100,000 X.X. Xxxxxx Securities LLC 12,900,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 12,900,000 Citigroup Global Markets Inc. 3,870,000 Mizuho Securities USA Inc. 3,870,000 BMO Capital Markets Corp. 1,548,000 Mitsubishi UFJ Securities (USA), Inc. $ 13,750,000 TD 1,548,000 SMBC Nikko Securities America, Inc. 1,548,000 RBC Capital Markets, LLC 1,548,000 Xxxxx Fargo Securities, LLC 1,548,000 BBVA Securities Inc. 1,290,000 CIBC World Markets Corp. (US Broker dealer) 1,290,000 Credit Agricole Securities (USA) Inc. 1,290,000 BB&T Capital Markets, a division of BB&T Securities, LLC $ 13,750,000 1,075,000 BNP Paribas Securities Corp. 1,075,000 BTIG, LLC. 1,075,000 Capital One Securities, Inc. 1,075,000 Citizens Capital Markets, Inc. 1,075,000 PNC Capital Markets LLC 1,075,000 Comerica Securities, Inc. 860,000 Fifth Third Securities, Inc. 860,000 HSBC Securities (USA) Inc. 860,000 KeyBanc Capital Markets Inc. 860,000 SG Americas Securities, LLC 860,000 Total $ 550,000,000 86,000,000 SCHEDULE BB-1 Pricing Terms
Appears in 1 contract
Compliance with 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 Representatives’ your understanding of our agreement, kindly please sign and return to the Company one of the counterparts a counterpart hereof, whereupon it this instrument, along with all counterparts, will become a binding agreement between among the Company, the Guarantors Underwriters and the several Underwriters Company in accordance with its terms. Very truly yours, B&G FOODS, INC. SOUTHWESTERN ENERGY COMPANY By: /s/ R. Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Xxxx Title: Executive Senior Vice President of Finance and Chief Financial Officer B&G FOODS NORTH AMERICACONFIRMED AND ACCEPTED, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of : By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Xxxxxxx Xxxxx Xxx Xxxxx Authorized Signatory For itself and as Representative of the Representatives of other Underwriters named in Schedule A hereto. [Signature Page to Underwriting Agreement] SCHEDULE A The initial public offering price per depositary share for the Securities shall be $50.00. The purchase price per depositary share for the Securities to be paid by the several Underwriters BARCLAYS CAPITAL INCshall be $48.50, being an amount equal to the initial public offering price set forth above less $1.50 per depositary share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. By: /s/ Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 11,520,000 Citigroup Global Markets Inc. 3,375,000 X.X. Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE A Underwriter Principal Amount of Securities Barclays LLC 3,375,000 Xxxxx Fargo Securities, LLC 3,375,000 BNP Paribas Securities Corp. 885,000 BMO Capital Markets Corp. 735,000 Mizuho Securities USA Inc. $ 110,000,000 Deutsche Bank 675,000 Mitsubishi UFJ Securities (USA), Inc. 675,000 RBS Securities Inc. $ 82,500,000 1,050,000 SMBC Nikko Securities America, Inc. 675,000 BBVA Securities Inc. 405,000 Credit Agricole Securities (USA) Inc. 405,000 RBC Capital Markets, LLC $ 82,500,000 BofA 390,000 CIBC World Markets Corp. 240,000 SG Americas Securities, LLC 240,000 BB&T Capital Markets, a division of BB&T Securities, LLC 165,000 Comerica Securities, Inc. $ 48,125,000 BMO Capital Markets Corp. $ 48,125,000 Xxxxxxx Sachs & Co. LLC $ 48,125,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One 165,000 Fifth Third Securities, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens Capital Markets165,000 Xxxxxxxxx Energy Securities, Inc. $ 13,750,000 Credit Suisse LLC 165,000 HSBC Securities (USA) LLC $ 13,750,000 Rabo Securities USA, Inc. $ 13,750,000 TD Securities 165,000 KeyBanc Capital Markets Inc. 165,000 Macquarie Capital (USA) Inc. 165,000 PNC Capital Markets LLC $ 13,750,000 165,000 Xxxxxx X. Xxxxx & Co. Incorporated 165,000 Scotia Capital (USA) Inc. 165,000 Tudor, Pickering, Xxxx & Co. Securities, Inc. 165,000 U.S. Bancorp Investments, Inc. 165,000 Total $ 550,000,000 30,000,000 SCHEDULE BB-1 Pricing Terms
Appears in 1 contract
Compliance with 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 Representatives’ 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, the Guarantors and the several Underwriters in accordance with its terms. Very truly yours, B&G FOODSING U.S., INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer B&G FOODS NORTH AMERICAING INSURANCE INTERNATIONAL, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY B.V. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted By: Name: Title: Accepted as of the date first above written. hereof Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf of itself themselves and as the Representatives of the several Underwriters BARCLAYS CAPITAL named in Schedule II hereto XXXXXX XXXXXXX & CO. LLC By: Name: Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE A I Underwriter Principal Amount Number of Securities Barclays Capital Inc. $ 110,000,000 Deutsche Bank Securities Inc. $ 82,500,000 RBC Capital MarketsFirm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, LLC $ 82,500,000 BofA Securities, Inc. $ 48,125,000 BMO Capital Markets Corp. $ 48,125,000 Xxxxxxx Sachs & Co. LLC $ 48,125,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One Securities, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens Capital MarketsXxxxxxx Lynch, Inc. $ 13,750,000 Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC $ 13,750,000 Rabo Deutsche Bank Securities USAInc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 13,750,000 TD Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets LLC HSBC Securities (USA) LLC $ 13,750,000 Total $ 550,000,000 Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company, Inc. The Xxxxxxxx Capital Group, L.P. Total: SCHEDULE BII Time of Sale Prospectus
Appears in 1 contract
Compliance with 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 Representatives’ your understanding of our agreement, kindly please sign and return to the Company one of the counterparts a counterpart hereof, whereupon it this instrument, along with all counterparts, will become a binding agreement between among the Company, the Guarantors Underwriters and the several Underwriters Company in accordance with its terms. Very truly yours, B&G FOODSINARI MEDICAL, INC. By: /s/ Xxxxx X. Xxxxx By Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer B&G FOODS NORTH AMERICA[Signature Page to Underwriting Agreement] CONFIRMED AND ACCEPTED, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: BOFA SECURITIES, INC. Acting on behalf of itself XXXXXX XXXXXXX & CO. LLC BOFA SECURITIES, INC. By Authorized Signatory [Signature Page to Underwriting Agreement] XXXXXX XXXXXXX & CO. LLC By Authorized Signatory For themselves and as the Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters BARCLAYS CAPITAL INCshall be $[●], being an amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE A Name of Underwriter Principal Amount Number of Initial Securities Barclays Capital Inc. $ 110,000,000 Deutsche Bank Securities Inc. $ 82,500,000 RBC Capital Markets, LLC $ 82,500,000 BofA Securities, Inc. $ 48,125,000 BMO Capital Markets Corp. $ 48,125,000 [●] Xxxxxx Xxxxxxx Sachs & Co. LLC $ 48,125,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One [●] Xxxxx Fargo Securities, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens Capital Markets, Inc. $ 13,750,000 Credit Suisse Securities (USA) LLC $ 13,750,000 Rabo Securities USA, Inc. $ 13,750,000 TD Securities (USA) [●] Canaccord Genuity LLC $ 13,750,000 [●] Total $ 550,000,000 [●] Sch. A SCHEDULE BB-1 Pricing Terms
Appears in 1 contract
Compliance with 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 Representatives’ your understanding of our agreement, kindly please sign and return to the Company one of the counterparts a counterpart hereof, whereupon it this instrument, along with all counterparts, will become a binding agreement between among the Company, the Guarantors Underwriters and the several Underwriters Company in accordance with its terms. Very truly yours, B&G FOODSLUCIRA HEALTH, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx By Title: Executive Vice President of Finance and Chief Financial Officer B&G FOODS NORTH AMERICACONFIRMED AND ACCEPTED, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: BOFA SECURITIES, INC. Acting on behalf of itself XXXXXXX XXXXX & COMPANY, L.L.C. By: BOFA SECURITIES, INC. By Authorized Signatory By: XXXXXXX XXXXX & COMPANY, L.L.C. By Authorized Signatory For themselves and as the Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters BARCLAYS CAPITAL INCshall be $[●], being an amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE A Name of Underwriter Principal Amount Number of Initial Securities Barclays Capital Inc. $ 110,000,000 Deutsche Bank Securities Inc. $ 82,500,000 RBC Capital Markets, LLC $ 82,500,000 BofA Securities, Inc. $ 48,125,000 BMO [●] Xxxxxxx Xxxxx & Company, L.L.C. [●] LifeSci Capital Markets Corp. $ 48,125,000 Xxxxxxx Sachs & Co. LLC $ 48,125,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One Securities, Inc. $ 13,750,000 Citigroup Global Markets Inc. $ 13,750,000 Citizens Capital Markets, Inc. $ 13,750,000 Credit Suisse Securities (USA) LLC $ 13,750,000 Rabo Securities USA, Inc. $ 13,750,000 TD Securities (USA) LLC $ 13,750,000 [●] Total $ 550,000,000 [●] SCHEDULE BB-1 Pricing Terms
Appears in 1 contract
