Common use of Introductory Clause in Contracts

Introductory. Option Care Health, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Purchase Agreement (Option Care Health, Inc.)

Introductory. Option Care HealthRBS Global, Inc., a Delaware corporation and Rexnord LLC, a Delaware limited liability company (each, an “Issuer” and together, the “Issuers”), agree with the several initial purchasers named in Schedule A hereto (the “CompanyPurchasers)) subject to the terms and conditions stated herein, proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate U.S.$500,000,000 principal amount of the Company’s 4.375Issuers’ 4.875% Senior Unsecured Notes senior notes due 2029 2025 (the “NotesOffered Securities). BofAS has agreed ) to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to under an indenture, to be dated as of October 27December 7, 2021 2017 and as supplemented through the Closing Date (the “Indenture”), among between the CompanyIssuers, the Guarantors (as defined below) ), and Ankura Trust Company▇▇▇▇▇ Fargo Bank, LLCNational Association, as trustee (the “Trustee”). Notes The Offered Securities will be issued only in book-entry form in unconditionally guaranteed as to the name payment of Cede & Co., as nominee principal and interest by all of The Depository Trust Company (the “Depositary”) pursuant to a letter existing and future domestic subsidiaries of representations, to be dated on or before the Closing Date Issuers that guarantee the Credit Agreement Amendment (as defined in Section 2 hereof). The payment of principal ofbelow) (such subsidiaries, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenturesuch guarantees, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this OfferingRexnord Corporation, the Company intends to a Delaware corporation (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the Existing First Lien Term Loan FacilityRexnord Corporation”) towill provide a separate guaranty of the Offered Securities that will provide, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 that it will be released at any time upon Rexnord Corporation’s request (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing TransactionsRexnord Guarantee”). The issuance and sale In connection with the offering of the Notes, the issuance of the Guarantees, the Refinancing Transactions Offered Securities and as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing General Disclosure Package (as defined below) and agrees that the Initial Purchasers may resellFinal Offering Circular (as defined below), subject the Issuers and certain of their subsidiaries will enter into an amendment to the conditions set forth hereinIssuers’ Credit Agreement, all to be dated on or a portion of about the Securities to purchasers Closing Date (as defined below), with Credit Suisse AG, as administrative agent, and the lenders and other parties party thereto (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of SaleCredit Agreement Amendment”). The Securities are to be offered and sold to or through For the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act purposes of 1933 (as amendedthis Agreement, the term Securities Act,Transactionswhich termmeans, as used hereincollectively, includes the rules issuance and regulations sale of the Commission promulgated thereunder)Offered Securities, in reliance upon exemptions therefrom. Pursuant to the terms issuance of the Securities Guarantees and the IndentureRexnord Guarantee, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements execution of the Securities Act is available (including Credit Agreement Amendment and the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”)borrowings thereunder, and has prepared the payment of all fees and delivered to each Initial Purchaser copies expenses related thereto. For purposes of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).Agreement:

Appears in 1 contract

Sources: Purchase Agreement (Rexnord Corp)

Introductory. Option Care HealthPrologis, Inc.L.P., a Delaware corporation limited partnership (the “CompanyIssuer”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A hereto (the “Initial Purchasers”Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 €600,000,000 aggregate principal amount of the CompanyIssuer’s 4.3751.375% Senior Unsecured Notes due 2029 2020 (the “NotesDebt Securities”). BofAS has ▇▇▇▇▇▇▇, Sachs & Co., ▇.▇. ▇▇▇▇▇▇ Securities plc, ▇▇▇▇▇▇▇ ▇▇▇▇▇ International, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc and The Royal Bank of Scotland plc, have agreed to act as the representative lead managers of the several Initial Purchasers Underwriters (in such capacity, the “Lead Managers”) in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) ). The Securities will be issued pursuant to an indenture, to be dated as of October 27June 8, 2021 2011 (the “Base Indenture”), among the CompanyIssuer, Prologis, Inc., a Maryland corporation, as the Guarantors parent guarantor (as defined below) the “Parent Guarantor”), and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of June 8, 2011 (the “First Supplemental Indenture”), the second supplemental indenture, dated as of June 8, 2011 (the “Second Supplemental Indenture”), the third supplemental indenture, dated as of June 8, 2011 (the “Third Supplemental Indenture”), the fourth supplemental indenture, dated as of June 8, 2011 (the “Fourth Supplemental Indenture”), the fifth supplemental indenture, dated as of August 15, 2013 (the “Fifth Supplemental Indenture”), the sixth supplemental indenture, dated as of December 3, 2013 (the “Sixth Supplemental Indenture”), and the seventh supplemental indenture, dated as of February 20, 2014 (the “Seventh Supplemental Indenture,” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, the “Indenture”), among the Issuer, the Parent Guarantor, the Trustee and Elavon Financial Services Limited, as paying agent (the “Paying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. Notes The Securities will be issued only in book-entry form and registered in the name of Cede & Co.a common depositary or its nominee on behalf of Clearstream Banking, société anonyme, Luxembourg (“Clearstream”) and Euroclear Bank S.A./N.V., as nominee operator of The Depository Trust Company the Euroclear System (“Euroclear”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “DepositaryGuarantees” and, together with the Debt Securities, the “Securities) pursuant to a letter of representations), to be dated on or before each holder of Debt Securities, (i) the Closing Date (as defined in Section 2 hereof). The full and prompt payment of the principal of, of and any premium, if any, on any Debt Securities when and interest on as the Notes will be guaranteed on a senior unsecured basissame shall become due, jointly and severally whether at the maturity thereof, by (i) the entities listed on the signature pages hereof as “Guarantors” acceleration, redemption or otherwise and (ii) the full and prompt payment of any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, interest on any Debt Securities when and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securitiessame shall become due and payable.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Prologis, L.P.)

Introductory. Option Care HealthTempur Sealy International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. ▇.▇. ▇▇▇▇▇▇ Securities LLC (“BofAS▇.▇. ▇▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 600,000,000 aggregate principal amount of the Company’s 4.3755.500% Senior Unsecured Notes due 2029 2026 (the “Notes”). BofAS ▇.▇. ▇▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes (the “Offering”)Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 the Closing Date (as defined in Section 2 hereof) (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura The Bank of New York Mellon Trust Company, LLCN.A., as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereofthe “DTC Agreement”), between the Company and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” on the Closing Date (as defined below) and (ii) any subsidiary Subsidiary (as defined below) of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the IndentureIndenture (collectively, (i) and (ii) and their respective successors and assigns (collectivelyassigns, being referred to herein as the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use ”; and the proceeds from the Offering, together with the New First Lien Term Loan Facility Exchange Notes (as defined below) and cash on handthe Guarantees are herein collectively referred to as the “Exchange Securities.” The holders of the Notes will be entitled to the benefits of a registration rights agreement, to refinance borrowings outstanding under be dated on or prior to the Existing First Lien Term Loan Facility Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), and to pay fees and expenses in connection therewith and with under the Offering. In additioncircumstances set forth therein, concurrently with this Offering, the Company intends to (i) amend or amend and restate a registration statement under the existing first lien credit facility agreement dated Securities Act (as defined below) relating to another series of August 6, 2019, by and among HC Group Holdings II, LLC, debt securities of the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior with terms substantially identical to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 Notes (the “New First Lien Term Loan FacilityExchange Notes), and ) to be offered in exchange for the Notes (the “Exchange Offer”) and/or (ii) amend a shelf registration statement pursuant to Rule 415 of the credit facility agreement dated as Securities Act relating to the resale by certain holders of August 6the Notes, 2019and in each case, by to use its reasonable best efforts to cause such registration statement(s) to be declared effective. All references herein to the Exchange Notes and among HC Group Holdings II, LLC, the Exchange Offer are only applicable if the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time Guarantors are in fact required to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and consummate the other lenders party thereto (as amended, modified or supplemented on or prior Exchange Offer pursuant to the date hereof, terms of the “ABL Credit Registration Rights Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The (i) issuance and sale of the Notes, the (ii) issuance of the Guarantees, (iii) execution of the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Registration Rights Agreement and the Pricing Disclosure PackageIndenture, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering iv) repayment of the Securities on the terms and in the manner set forth herein and Company’s existing $375.0 million aggregate principal amount of 6.825% Senior Notes due 2020 as described in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, (v) payment of all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities related fees and expenses are made is referred to herein collectively as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amendedTransactions.” This Agreement, the “Securities Act,” which termRegistration Rights Agreement, as used hereinthe DTC Agreement, includes the rules and regulations of Securities, the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Exchange Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities Indenture are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to herein collectively as the “Pricing Disclosure PackageTransaction Documents.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum).

Appears in 1 contract

Sources: Purchase Agreement (Tempur Sealy International, Inc.)

Introductory. Option Care Health, Inc.Anteon Corporation, a Delaware Virginia corporation (the “Company”"COMPANY"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate "INITIAL PURCHASERS") U.S.$100,000,000 principal amount of the Company’s 4.375its 12% Senior Unsecured Subordinated Notes due 2029 Due 2009 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”"NOTES"). The Notes will be unconditionally guaranteed on a senior subordinated basis by Vector Data Systems, Inc. and Techmatics, Inc., each a Virginia corporation (the "SUBSIDIARY GUARANTORS"), and each subsequently organized domestic subsidiary of the Company (such guaranties, together with the Notes, the "OFFERED SECURITIES"). The Offered Securities (as defined below) will be issued pursuant to under an indenture, to be indenture dated as of October 27May 11, 2021 1999 (the “Indenture”"INDENTURE"), among the Company, the Subsidiary Guarantors (as defined below) and Ankura IBJ Whitehall Bank & Trust Company, LLC, as trustee (the “Trustee”"TRUSTEE"). Notes The United States Securities Act of 1933 is herein referred to as the "SECURITIES ACT". The Offered Securities are being issued and sold in connection with (i) the consummation of the acquisition (the "ACQUISITION") of all shares of common stock issued and outstanding of Analysis & Technology, Inc., a Connecticut corporation ("A&T"), pursuant to an agreement and plan of merger dated March 7, 1999, among the Company, Buffalo Acquisition Corporation, a Connecticut corporation and a wholly-owned subsidiary of the Company ("BUFFALO"), and A&T (the "MERGER AGREEMENT") and (ii) the refinancing of all existing bank indebtedness of the Company and A&T. To consummate the Acquisition and the refinancing, (1) the Company will issue the Offered Securities, (2) the Company will enter into a credit agreement in an aggregate principal amount of $170.0 million (together with related guarantees and security agreements, the "CREDIT AGREEMENT") and (3) ▇▇▇▇▇▇-▇▇▇▇▇▇ Capital, Inc. and/or an affiliate (collectively, "CIC") will contribute or cause to be issued only contributed not less than $22.5 million in book-entry form cash in exchange for an equity interest in the name Company. The consummation of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant Acquisition is expected to a letter of representations, to be dated on or before occur in June 1999. On the Closing Date (as defined in Section 2 hereofbelow), the net proceeds from the sale of the Offered Securities (the "ESCROW FUNDS") will be deposited with IBJ Whitehall Bank & Trust Company, as escrow agent (the "ESCROW AGENT"), pursuant to the terms of an escrow agreement (the "ESCROW AGREEMENT"). The payment of principal of, premium, if any, Escrow Funds shall be withdrawn and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with paid out pursuant to the terms of the IndentureEscrow Agreement. Holders (including subsequent transferees) of the Offered Securities will be entitled to the benefit of a Registration Rights Agreement of even date herewith (the "REGISTRATION RIGHTS AGREEMENT"), and their respective successors and assigns (collectivelyamong the Company, the “Guarantors”)Subsidiary Guarantors and the Initial Purchasers, pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, which the Company intends will be obligated to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered file with the Securities and Exchange Commission (the “Commission”i) a registration statement under the Securities Act registering an issue of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations senior subordinated notes of the Commission promulgated thereunder), Company (the "EXCHANGE NOTES") which shall be identical in reliance upon exemptions therefrom. Pursuant all material respects to the Offered Securities (except that the Exchange Notes will not contain terms of the Securities with respect to transfer restrictions) and the Indenture(ii) under certain circumstances, investors who acquire Securities shall be deemed a shelf registration statement pursuant to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale Rule 415 under the Securities Act or Act. This Agreement, the Registration Rights Agreement, the Indenture and the Escrow Agreement are referred to herein collectively as the "OPERATIVE DOCUMENTS". The Merger Agreement, all other operative agreements relating to the Acquisition and CIC's equity contribution, if an exemption from any, and the registration requirements of Credit Agreement are referred to herein collectively as the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”))"TRANSACTION DOCUMENTS". The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to Subsidiary Guarantors hereby agree with the several Initial Purchasers as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).follows:

Appears in 1 contract

Sources: Purchase Agreement (Interactive Media Corp)

Introductory. Option Care Health, Inc.Delhaize Group SA, a Delaware corporation Belgian société anonyme (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers of the Euro Notes and the several Initial Purchasers of the Dollar Notes represented by CDIs (as defined below) named in Schedule A (each, an “Initial Purchaser” and collectively, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $450,000,000 aggregate principal amount of the Company’s 6.50% Senior Notes due 2014 (the “Dollar Notes”) and a €500,000,000 aggregate principal amount of the Company’s 4.3755.625% Senior Unsecured Notes due 2029 2017 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”). BofAS has agreed to act as The Notes benefit from the representative of the several Initial Purchasers in connection with the offering and sale of the Notes guarantees (the “OfferingCross-Guarantee”) of Delhaize America, Inc. (“Delhaize America”) and the other direct and indirect subsidiaries of the Company (collectively, the “Guarantors”) that are party to the Cross-Guarantee Agreement dated as of May, 21, 2007 (the “Cross-Guarantee Agreement”). With respect to the Dollar Notes, the term “Notes” refers to the Dollar Notes represented by CDIs, unless the context requires the reference be to the underlying Dollar Notes. The Securities (as defined below) Dollar Notes will be issued pursuant to an indenture, to be dated as of October on or about June 27, 2021 2007 (the “Dollar Indenture”), among between the Company, the Guarantors (as defined below) Company and Ankura BNY Corporate Trust Company, LLCServices Limited, as trustee (the “Trustee”). ) and the Euro Notes will be issued only pursuant to an indenture, to be dated on or about June 27, 2007 (the “Euro Indenture” and, together with the Dollar Indenture, the “Indentures”), between the Company and the Trustee. The Dollar Notes will be issued in book-entry bearer form through the facilities of the X/N System (as defined below) including through Euroclear and will be represented by certificateless depositary interests (“CDIs”) issued by the Trustee in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) ), pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by ) (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “GuarantorsDTC Agreement”), pursuant to their guarantees between the Trustee and the Depositary and a Deposit Agreement between the Company and the Trustee (the “GuaranteesDeposit Agreement”). The Euro Notes will be issued only in bearer form through the facilities of the X/N System including through Euroclear and Clearstream Luxembourg. The holders of the Dollar Notes represented by CDIs will be entitled to the benefits of a registration rights agreement, to be dated on or about June 27, 2007 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Guarantees attached thereto are herein collectively referred Initial Purchasers of the Dollar Notes represented by CDIs, pursuant to as which the “Securities.” The Company intends and the Guarantors will agree to use the proceeds from the Offering, together file with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility Commission (as defined below), and to pay fees and expenses in connection therewith and with under the Offering. In additioncircumstances set forth therein, concurrently with this Offering, the Company intends to (i) amend or amend and restate a registration statement under the existing first lien credit facility agreement dated Securities Act (as defined below) relating to another series of August 6, 2019, by and among HC Group Holdings II, LLC, debt securities of the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior represented by CDIs with terms identical in all material respects to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 Dollar Notes represented by CDIs (the “New First Lien Term Loan FacilityExchange Notes), ) to be offered in exchange for the Dollar Notes represented by CDIs (the “Exchange Offer”) and (ii) amend to the credit facility agreement dated as extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of August 6, 2019, the Securities Act relating to the resale by and among HC Group Holdings II, LLC, certain holders of the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to timeDollar Notes represented by CDIs, and Bank in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The Company will use the proceeds from the offering of Notes principally for the repurchase by Delhaize America in a tender offer commenced on May 30, 2007, of up to $1.1 billion aggregate principal amount of Delhaize America’s outstanding, N.A.in order of purchase priority, as administrative agent8.125% notes due 2011, swing line lender and issuing bank9.000% debentures due 2031, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”)8.050% notes due 2027. The issuance and sale of Company intends to use any remaining net proceeds from the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” offering for general corporate purposes. The Company understands that the Initial Purchasers propose to make an offering of the Securities Notes on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities Notes to purchasers (the “Subsequent Purchasers”) on at any time after the terms set forth in time this Agreement is executed by the Pricing Disclosure Package parties hereto (the first time when sales of the Securities are made is referred to as the “Time of SaleExecution”). The Securities Notes are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities Notes and the IndentureIndentures, investors who acquire Securities Notes shall be deemed to have agreed (i) that Securities Notes may only be resold or otherwise transferred, after the date hereof, if such Securities Notes are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)); and (ii) that Notes may be held only by eligible investors referred to in Article 4 of the Belgian Royal Decree of May 26, 1994 holding their Notes directly or indirectly in an exempt account with the X/N system operated by the National Bank of Belgium (the “X/N System”). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandumPreliminary Offering Memorandum, dated October 20June 7, 2021 2007 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22June 18, 2021 2007 (the “Pricing Supplement”), in forms attached hereto as Exhibit A and describing the terms of the SecuritiesNotes, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the SecuritiesNotes. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and deliveredthe Time of Execution, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Purchase Agreement (Delhaize Group)

Introductory. Option Care HealthThermo ▇▇▇▇▇▇ Scientific (Finance I) B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated and existing under the laws of The Netherlands, with its corporate seat (statutaire zetel) at Breda, The Netherlands (the “Issuer”) and an indirect, wholly-owned subsidiary of Thermo ▇▇▇▇▇▇ Scientific Inc., a Delaware corporation (the “CompanyParent Guarantor”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A ▇▇▇▇▇▇▇ ▇▇▇▇▇ International (the “Initial PurchasersUnderwriter), acting severally and not jointly, ) the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the CompanyIssuer’s 4.375% Floating Rate Senior Unsecured Notes due 2029 2020 (the “Notes”)) set forth in Schedule ▇. BofAS ▇▇▇▇▇▇▇ ▇▇▇▇▇ International has agreed to act as the representative of the several Initial Purchasers sole manager in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) ). The Securities will be issued pursuant to an indenture, to be dated as of October 27August 9, 2021 2016 (the “Base Indenture”), among the CompanyIssuer, the Guarantors (as defined below) Parent Guarantor and Ankura The Bank of New York Mellon Trust Company, LLCN.A., as trustee (the “Trustee”). Notes Certain terms of the Securities will be established pursuant to a second supplemental indenture (the “Supplemental Indenture”), to be dated as of August 8, 2018, among the Issuer, the Parent Guarantor and the Trustee, to the Base Indenture (together with the Base Indenture, the “Indenture”). The Securities will be issued only in book-entry form and registered in the name of Cede & Co.a common depositary or its nominee on behalf of Clearstream Banking, S.A., Luxembourg (“Clearstream”) and Euroclear Bank SA/NV, as nominee operator of The Depository Trust Company the Euroclear System (“Euroclear”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “DepositaryGuarantee” and, together with the Notes, the “Securities) pursuant to a letter of representations), to be dated on or before each holder of Notes, (i) the Closing Date (as defined in Section 2 hereof). The full and prompt payment of the principal of, of and any premium, if any, on any Notes when and interest on as the Notes will be guaranteed on a senior unsecured basissame shall become due, jointly and severally whether at the maturity thereof, by (i) the entities listed on the signature pages hereof as “Guarantors” acceleration, redemption or otherwise and (ii) the full and prompt payment of any subsidiary of interest on any Notes when and as the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, same shall become due and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”)payable. The Notes Parent Guarantor has prepared and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-209867), as amended by post-effective amendment no. 1 thereto filed by the Parent Guarantor and the Issuer, which contains a base prospectus, dated August 1, 2016 (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities of the Issuer, including the Notes, guarantees of the Parent Guarantor, including the Guarantee, and other securities of the Parent Guarantor, under the Securities Act of 1933 (1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, as amended, including the financial statements, exhibits and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and deliveredschedules thereto, the Company will prepare documents incorporated by reference therein and deliver any required information deemed to each Initial Purchaser be a final offering memorandum dated part thereof at the date hereof (time of effectiveness pursuant to Rule 430B under the “Final Offering Memorandum”).Securities Act, is

Appears in 1 contract

Sources: Underwriting Agreement (Thermo Fisher Scientific Inc.)

Introductory. Option Care HealthFerrellgas, Inc.L.P., a Delaware corporation limited partnership (the “Company”), proposes and Ferrellgas Finance Corp., a Delaware corporation (“Finance Corp.,” and together, with the Company, the “Issuers”), propose to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 325,000,000 aggregate principal amount of the Company’s 4.375Issuers’ 6.750% Senior Unsecured Notes due 2029 2022 (the “NotesSecurities”). BofAS ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) has agreed to act as representative (the representative “Representative”) of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”)Securities. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27November 4, 2021 2013 (the “Indenture”), among the Company, the Guarantors (as defined below) Issuers and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”). Notes Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a blanket letter of representationsrepresentations and the riders thereto, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by ) (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “GuarantorsDTC Agreement”), pursuant among the Issuers, the Trustee and the Depositary. The holders of the Securities will be entitled to their guarantees the benefits of a registration rights agreement, to be dated as of November 4, 2013 (the “GuaranteesRegistration Rights Agreement”). The Notes , among the Issuers and the Guarantees attached thereto are herein collectively referred Initial Purchasers, pursuant to as which the “Securities.” The Company intends Issuers will agree to use the proceeds from the Offering, together file with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility Commission (as defined below), and to pay fees and expenses in connection therewith and with under the Offering. In additioncircumstances set forth therein, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 a registration statement (the “New First Lien Term Loan FacilityExchange Offer Registration Statement), ) under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Securities (the “Exchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) amend to the credit facility agreement dated as extent required by the Registration Rights Agreement, a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 of August 6the Securities Act relating to the resale by certain holders of the Securities, 2019and in each case, by and among HC Group Holdings IIto use its reasonable best efforts to cause such registration statements to be declared effective. On October 21, LLC2013, the Company commenced an offer (formerly known as Bioscrip, Inc.the “Tender Offer”) to purchase for cash any and all of the Issuers’ outstanding 9.125% Senior Notes due 2017 (the “Outstanding Notes”) and the guarantors party thereto from time solicit consents to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior certain proposed amendments to the date hereof, indenture governing the Outstanding Notes (the “ABL Credit Supplemental Indenture”) and entered into a dealer manager and solicitation agent agreement (the “Dealer Manager Agreement”) governing with ▇▇▇▇▇▇▇ ▇▇▇▇▇, as the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin exclusive dealer manager and align solicitation agent in connection with the changes Tender Offer. The Issuers intend to use the net proceeds from the offering of the Securities, together with cash on hand, to pay the consideration, and related costs and expenses, for any Outstanding Notes to be purchased pursuant to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”)Tender Offer. The issuance and sale closing of the Notes, the issuance offering of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and Securities is not contingent on the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and Tender Offer or the payment purchase of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” any Outstanding Notes in connection therewith. The Company understands Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has Issuers have prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandumPreliminary Offering Memorandum, dated October 2021, 2021 2013 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 2221, 2021 2013 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Issuers hereby confirm their agreements with the Initial Purchasers as follows:

Appears in 1 contract

Sources: Purchase Agreement (Ferrellgas Partners Finance Corp)

Introductory. Option Care Health, Inc.Prologis Euro Finance LLC, a Delaware corporation limited liability company (the “CompanyIssuer”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A hereto (the “Initial Purchasers”Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $€850,000,000 aggregate principal amount of the Issuer’s 0.500% Notes due 2032 (the “2032 Notes”) and €500,000,000 aggregate principal amount of the CompanyIssuer’s 4.3751.000% Senior Unsecured Notes due 2029 2041 (the “2041 Notes” and, together with the 2032 Notes, the “Debt Securities”). BofAS has G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC, HSBC Bank plc, ING Bank N.V. and J.▇. ▇▇▇▇▇▇ Securities plc have agreed to act as the representative lead managers of the several Initial Purchasers Underwriters (in such capacity, the “Lead Managers”) in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) ). The Securities will be issued pursuant to an indenture, to be dated as of October 27August 1, 2021 2018 (as defined below) (the “Base Indenture”), among the CompanyIssuer, Prologis, L.P., a Delaware limited partnership, as the parent guarantor (the “Parent Guarantor” and, together with the Issuer, the Guarantors (as defined below) “Transaction Parties”), and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of August 1, 2018 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuer, the Parent Guarantor, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the “Paying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. Notes The Securities will be issued only in book-entry form and registered in the name of Cede & Co.a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”) and Euroclear Bank SA/NV, as nominee operator of The Depository Trust Company the Euroclear System (“Euroclear”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “DepositaryGuarantees” and, together with the Debt Securities, the “Securities) pursuant to a letter of representations), to be dated on or before each holder of Debt Securities, (i) the Closing Date (as defined in Section 2 hereof). The full and prompt payment of the principal of, of and any premium, if any, on any Debt Securities when and interest on as the Notes will be guaranteed on a senior unsecured basissame shall become due, jointly and severally whether at the maturity thereof, by (i) the entities listed on the signature pages hereof as “Guarantors” acceleration, redemption or otherwise and (ii) the full and prompt payment of any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, interest on any Debt Securities when and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securitiessame shall become due and payable.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Prologis, L.P.)

Introductory. Option Care HealthThe Circuit City Credit Card Master Trust (the "Trust"), Inc.issues, from time to time, asset backed securities (the "Certificates") in one or more series (each, a Delaware corporation "Series"). Each Certificate evidences a fractional, undivided percentage interest in the Trust. The property of the Trust includes receivables (the “Company”"Receivables") generated from time to time in a portfolio of credit card accounts (the "Accounts"), proposes collections thereon and certain related property (collectively, the "Trust Property") conveyed to issue and sell to BofA Securitiesthe Trust by Tyler International Funding, Inc. (“BofAS”) and "Tyler Funding" or the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”"Transferor"). The Securities (as defined below) Certificates to which this agreement applies will be issued pursuant to an indenturethe Amended and Restated Master Pooling and Servicing Agreement, to be dated as of October 27December 31, 2021 2001 (as amended, supplemented or otherwise modified from time to time, the “Indenture”"Pooling and Servicing Agreement"), among the CompanyTransferor, First North American National Bank ("FNANB"), as transferor under the Guarantors Prior Agreement (as defined belowin the Pooling and Servicing Agreement) and Ankura as servicer (the "Servicer"), and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company, LLC), as trustee (the "Trustee"), as supplemented by the supplement relating to each Series (each, a "Supplement"). Notes To the extent not defined herein, capitalized terms used herein shall have the meanings specified in the Pooling and Servicing Agreement and the applicable Supplement. Each offering of the Certificates to which this Agreement applies made pursuant to the Registration Statement (as herein defined) will be issued only in book-entry form in made through you or through you and other underwriters for whom you are acting as representatives or through an underwriting syndicate managed by you. Whenever the name Transferor determines to make such an offering of Cede & Co.Certificates to which this Agreement shall apply, as nominee of The Depository Trust Company it will enter into an agreement (the “Depositary”"Terms Agreement") pursuant to a letter providing for the sale of representationssuch Certificates to, and the purchase and offering thereof by, (i) you, (ii) you and such other underwriters (such other underwriters to be dated on approved by the Transferor, which approval shall not be unreasonably withheld) who execute the Terms Agreement and agree thereby to become obligated to purchase Certificates from the Transferor or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premiumiii) you and such other underwriters, if any, selected by you (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) as have authorized you to enter into such Terms Agreement on their behalf (in each case, the "Underwriters"). (It is understood that the Transferor shall not be obligated to sell any particular Series or Class of Certificates offered pursuant to the Registration Statement to you or you and interest on other Underwriters.) Execution of a Terms Agreement by the Notes Transferor shall be conclusive evidence of the Transferor's approval of all Underwriters named therein. Such Terms Agreement shall specify the initial principal amount of Certificates of each Series and Class of the Certificates to be issued and their terms not otherwise specified in this Agreement, the price at which such Certificates are to be purchased by the Underwriters from the Transferor, the aggregate amount of Certificates to be purchased by you and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Certificates are to be sold will be guaranteed on a senior unsecured basisdetermined. The Terms Agreement, jointly which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written communication between or among the Underwriters and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary Transferor. Each such offering of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenturecertificates for which a Terms Agreement is entered into will be governed by this Agreement, as supplemented by such Terms Agreement, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related such Terms Agreement shall inure to the foregoing are referred to herein collectively, as benefit of and be binding upon the “Transactions.” This Purchase Agreement (“Agreement”), Underwriters participating in the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure PackageCertificates.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Circuit City Credit Card Master Trust)

Introductory. Option Care HealthGE Equipment Transportation LLC, Inc., a Delaware corporation Series 2011-1 (the “Company”), proposes to issue and sell to BofA SecuritiesCEF Equipment Holding, Inc. L.L.C. (“BofASCEFEH” or the “Depositor”) and General Electric Capital Corporation (“GECC”), as sponsor, propose to cause the other several Initial Purchasers named in Schedule sale of the GE Equipment Transportation LLC, Series 2011-1 Asset Backed Notes, consisting of the Class A-1, Class A-2, Class A-3 and Class A-4 Notes (collectively, the “Class A Notes” or the “Offered Notes”). The Company will also issue the Class B Notes (the “Initial PurchasersClass B Notes)) and Class C Notes (the “Class C Notes” and together with the Class B Notes and the Offered Notes, acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the The Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indentureIndenture, to be dated as of October 27June 29, 2021 2011 (the “Indenture”), among between the CompanyCompany and Citibank, the Guarantors (N.A. as defined below) and Ankura Trust Company, LLC, as indenture trustee (the “Indenture Trustee”). The Notes will be issued only in book-entry form an aggregate initial principal amount of $691,858,000. The Offered Notes are being purchased by the entities specified in the name of Cede & Co., as nominee of The Depository Trust Company Schedule I hereto (each an “Underwriter,” and together the “DepositaryUnderwriters) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on secured by the Collateral, including without limitation, a senior unsecured basis, jointly pool of equipment loans secured by transportation equipment and severally by (i) the entities listed on related security interests in the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns equipment financed thereby (collectively, the “GuarantorsLoans”), . GECC will sell the Loans to the Depositor pursuant to their guarantees a Loan Sale Agreement, dated as of June 29, 2011 (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Sale Agreement”), between the Securities Depositor and the Indenture are referred GECC. Pursuant to herein a Loan Purchase and Sale Agreement, dated as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resellJune 29, subject to the conditions set forth herein, all or a portion of the Securities to purchasers 2011 (the “Subsequent PurchasersLoan Purchase and Sale Agreement”), between the Depositor and the Company, the Depositor will sell, transfer and convey to the Company, without recourse, all of its right, title and interest in the Loans. Pursuant to the Servicing Agreement, to be dated as of June 29, 2011 (the “Servicing Agreement”) on between GECC, as servicer, and the Company, GECC will service the Loans. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Indenture. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amendedClass A-1 Notes shall bear interest at 0.29377% per annum, the “Securities Act,” which termClass A-2 Notes shall bear interest at 0.77% per annum, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities Class A-3 Notes shall bear interest at 1.00% per annum and the Indenture, investors who acquire Securities Class A-4 Notes shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Packagebear interest at 1.33% per annum.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (GE Equipment Transportation LLC, Series 2011-1)

Introductory. Option Care Health▇▇▇▇▇▇▇ Water Products, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 225,000,000 aggregate principal amount of the Company’s 4.3758 3/4% Senior Unsecured Notes due 2029 2020 (the “Notes”). BofAS Banc of America Securities LLC has agreed to act as representative (the representative “Representative”) of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”)Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 the Closing Date (as defined below) (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura The Bank of New York Mellon Trust Company, LLCN.A., as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant ). The holders of the Notes will be entitled to the benefits of a letter of representationsregistration rights agreement, to be dated on or before as of the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in Section 2 hereof)exchange for the Notes (the “Exchange Offer”) and/or (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause any such registration statements to be declared effective. The payment of principal of, premiumpremium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” guarantors named in Schedule B hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee becomes a guarantor in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their respective guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto included in the Indenture are herein collectively referred to as the “Securities”; and the Exchange Notes and the related guarantees are herein collectively referred to as the “Exchange Securities.” The Company intends to use the proceeds from the Offering, together Concurrently with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under closing of the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with offering of the Offering. In addition, concurrently with this OfferingSecurities, the Company intends to will enter into an Asset Based Revolving Credit Agreement (ithe “ABL Credit Agreement”) amend or amend and restate among the existing first lien credit facility agreement dated as of August 6Company, 2019, by and among HC Group Holdings II▇▇▇▇▇▇▇ Group, LLC, the Company (formerly known as BioscripAnvil International, LP, AnvilStar, LLC, Fast Fabricators, LLC, ▇▇▇▇▇ ▇▇▇▇▇ Company, LLC, ▇▇▇▇▇▇ Meters Co., LLC, ▇▇▇▇ Industries, LLC, Hydro Gate, LLC, ▇.▇. ▇▇▇▇▇ Mfg Co., LLC, ▇▇▇▇▇ ▇▇▇▇▇ Company, LLC, ▇▇▇▇▇▇▇▇ Valve, LLC, ▇▇▇▇▇▇▇ Co. Ltd., ▇▇▇▇▇▇▇ International, Inc.) , ▇▇▇▇▇▇▇ Service California, Inc., ▇▇▇▇▇▇▇ Service Co., LLC, ▇▇▇▇▇▇▇ Systems LLC, United States Pipe and the guarantors party thereto Foundry Company, LLC, U.S. Pipe Valve & Hydrant, LLC, each lender from time to time, time party thereto and Bank of America, N.A., as administrative agent, providing for up to $275 million of revolving credit borrowings, with an uncommitted option to increase the borrowings by $150 million. The Company intends to use the net proceeds from the offering of the Notes, together with amounts borrowed pursuant to the ABL Credit Agreement and the other lenders party thereto governing the Company’s existing first lien term loan facility (cash on hand, to refinance and repay all amounts outstanding under its amended and restated credit agreement dated as amendedof May 24, modified or supplemented on or prior to 2007, as amended through the date hereof, among the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLCCompany, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and parties named therein for whom Bank of America, N.A., N.A. is acting as administrative agent, swing line lender and issuing bank, agent and the other lenders party thereto guarantors (as amended, modified or supplemented on or prior to the date hereof, defined therein) (the “ABL Senior Secured Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after this Agreement is executed by the parties hereto on the terms set forth in the Pricing Disclosure Package (1:00 p.m. on the date hereof, being the first time when sales of the Securities are made made, is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 1933, as amended (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefromfrom the registration requirements thereof. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or and Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandumPreliminary Offering Memorandum, dated October 20August 16, 2021 2010 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22August 19, 2021 2010 (in the form attached hereto as Schedule C, the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and deliveredthe Time of Sale, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum, as the case may be. The Company and the Guarantors hereby confirm their agreements with the Initial Purchasers as follows:

Appears in 1 contract

Sources: Purchase Agreement (Mueller Water Products, Inc.)

Introductory. Option Care HealthJinkoSolar Holding Co., Inc.Ltd., a Delaware corporation an exempted company incorporated under the laws of the Cayman Islands (the “Company”), agrees with the Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the Underwriters 4,062,500 American Depositary Shares (“ADSs” and each an “ADS”), each representing four ordinary shares, par value of US$0.00002 each of the Company (“Ordinary Shares”), and also proposes to issue and sell to BofA the Underwriters, at the option of the Credit Suisse Securities (USA) LLC and Barclays Capital INC., as representatives of the Underwriters (collectively, the “Representatives”), an aggregate of not more than 609,375 additional ADSs as set forth below. The aforesaid 4,062,500 ADSs (the “Firm Securities, Inc. (“BofAS”) and all or any part of the other several Initial Purchasers named in Schedule A 609,375 ADSs subject to the option described below (the “Initial PurchasersOptional Securities), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 () are hereinafter collectively called the “NotesOffered Securities). BofAS has agreed We understand the ADSs are to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenturethe Amended and Restated Deposit Agreement dated November 9, to be dated as of October 272018, 2021 (the “IndentureDeposit Agreement”), among the Company, the Guarantors (as defined below) and Ankura Trust CompanyJPMorgan Chase Bank, LLCN.A., as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company depositary (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary holders from time to time of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees American Depositary Receipts (the “GuaranteesADRs)) issued by the Depositary and evidencing the ADSs. The Notes This agreement (the “Agreement”) and the Guarantees attached thereto Deposit Agreement, as each may be amended or supplemented from time to time, are herein hereinafter collectively referred to as the “Securities.” The Company intends Transaction Documents”. Capitalized terms not otherwise defined herein have the meanings ascribed to use them in the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the OfferingFinal Prospectus. In addition, concurrently with this Offeringa separate concurrent private placement, the Company intends agrees to sell convertible notes to certain investors (i) amend or amend and restate the existing first lien credit facility agreement “Concurrent Private Placement Purchaser”), pursuant to the Purchase Agreement dated as of August 6May 15, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 2019 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit AgreementConcurrent Private Placement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align in accordance with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure PackageAct.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (JinkoSolar Holding Co., Ltd.)

Introductory. Option Care Health▇▇▇▇▇ Solar Limited, Inc., a Delaware corporation an exempted company limited by shares under the laws of the Cayman Islands (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) for whom you are acting as representatives (you, in such capacity, the “Representatives”) to issue and sell to the several Underwriters up to 8,800,000 American Depositary Shares (“ADSs” and each an “ADS”), each representing fifty ordinary shares, par value $0.00001 per share, of the Company (“Shares”), and also proposes to issue and sell to BofA the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,320,000 additional ADSs as described in Section 3 hereof. The aforesaid 8,800,000 ADSs (the “Firm Securities, Inc. (“BofAS”) and all or any part of the other several Initial Purchasers named 1,320,000 ADSs subject to the option described in Schedule A Section 3 hereof (the “Initial PurchasersOptional Securities)) are hereinafter collectively called the “Offered Securities”. The Shares to be represented by the Offered Securities are to be deposited pursuant to a deposit agreement, acting severally dated as of December 18, 2006, as amended and not jointlyrestated on December 2, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 2008 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 (the “IndentureDeposit Agreement”), among the Company, The Bank of New York Mellon, as depositary (the Guarantors “Depositary”), and the owners and beneficial owners from time to time of the American Depositary Receipts (“ADRs”) to be issued under the Deposit Agreement and evidencing the Offered Securities. Concurrently with the issuance and offering of the Offered Securities, the Company is offering US$150,000,000 principal amount of its 3.5% Convertible Senior Notes due 2019 (the “Notes”) convertible into ADSs in reliance on the exemption from registration provided by Rule 144A under the Act (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Act. Deutsche Bank Securities Act Inc., Barclays Capital Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC. and ▇▇▇▇▇▇▇ Sachs (Asia) L.L.C. are acting as initial purchasers (collectively the Regulation SInitial Purchasers))) in the concurrent offering of the Notes. The Company has prepared and delivered to each granted the Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers Purchasers an option to purchase the Securitiesup to an additional US$22,500,000 aggregate principal amount of Notes. The Preliminary Offering Memorandum Company and the Pricing Supplement are herein referred Initial Purchasers will be entering into a purchase agreement with respect to as the “Pricing Disclosure Packagesuch concurrent offering.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Trina Solar LTD)

Introductory. Option Care Health▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Company, Inc.LLC, a limited liability company organized in Puerto Rico, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Finance LLC, a Delaware corporation limited liability company (each, an “Issuer” and together, the “CompanyIssuers”), proposes propose to issue and sell to BofA Securities, Inc. Banc of America Securities LLC (“BofASBAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375Issuers’ 7 3/4% Senior Unsecured Notes due 2029 2018 (the “Notes”). BofAS BAS has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) ). The Securities will be issued pursuant to an the indenture, to be dated as of October 27August 20, 2021 2010 (the “Indenture”), among the CompanyIssuers, the Guarantors (as defined below) and Ankura Trust Company▇▇▇▇▇ Fargo Bank, LLCNational Association, as trustee (the “Trustee”). Notes Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a one or more riders to the letter of representations, to be dated on or before the Closing Date August 16, 2010 (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary. The Issuers have previously issued $750,000,000 aggregate principal amount of 7 3/4% Senior Notes due 2018 (the “Existing Notes”) under the Indenture. The Notes constitute “Additional Notes” (as such term is defined in the Indenture) under the Indenture. Except as otherwise noted in the Pricing Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below), the Notes will have terms identical to the Existing Notes and will be treated as a single series of debt securities for all purposes under the Indenture. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of September 29, 2010 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Securities (the “Exchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and in each case, to use their best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will initially be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ plc (i“Parent”) and the other entities listed on the signature pages Schedule B hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has Issuers have prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandumPreliminary Offering Memorandum, dated October 20September 24, 2021 2010 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22September 24, 2021 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Purchase Agreement (Warner Chilcott PLC)

Introductory. Option Care Health, Inc.Alliance Data Systems Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the "Initial Purchasers"), acting severally and not jointly, the respective amounts set forth in such Schedule A of this Purchase Agreement (this "Agreement") of $500,000,000 aggregate principal amount of the Company’s 4.375's 5.875% Senior Unsecured Notes due 2029 2021 (the "Notes"). BofAS ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ("▇▇▇▇▇▇▇ ▇▇▇▇▇") has agreed to act as the representative of the several Initial Purchasers (the "Representative") in connection with the offering and sale of the Notes (the “Offering”)Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 2016 (the "Indenture"), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLCRegions Bank, as trustee (the "Trustee"). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary") pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the "DTC Agreement"), among the Company, the Trustee and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as "Guarantors" and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the "Guarantors"), pursuant to their guarantees (the "Guarantees"). The Notes and the Guarantees attached thereto are herein collectively referred to as the "Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering" This Agreement, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLCSecurities, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this DTC Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the "Transaction Documents." The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the "Time of Sale"). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the "Commission") under the U.S. Securities Act of 1933 (as amended, the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions exemption afforded by Rule 144A under the Securities Act ("Rule 144A") or Regulation S under the Securities Act ("Regulation S")). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandumPreliminary Offering Memorandum, dated October 2024, 2021 2016 (the "Preliminary Offering Memorandum"), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 2224, 2021 2016 (the "Pricing Supplement"), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the "Pricing Disclosure Package." Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the "Final Offering Memorandum").. All references herein to the terms "Pricing Disclosure Package" and "Final Offering Memorandum" shall be deemed to mean and include all information filed by the Company under the Securities Exchange Act of 1934 (as amended, the "Exchange Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms "amend," "amendment" or "supplement" with respect to the Pricing Disclosure Package or the Final Offering Memorandum shall be deemed to mean and include all information filed by the Company under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

Appears in 1 contract

Sources: Purchase Agreement (Alliance Data Systems Corp)

Introductory. Option Care Health, Inc.Retailers National Bank, a Delaware national banking association ("RNB"), from time to time sells, transfers and conveys receivables (the "Receivables") generated from time to time in a portfolio of consumer open end credit card accounts and other rights to ▇▇▇▇▇▇ ▇▇▇▇▇▇ Capital Corporation, a Minnesota corporation ("DHCC"). DHCC from time to time sells, transfers and conveys the Receivables and other rights to ▇▇▇▇▇▇ ▇▇▇▇▇▇ Receivables Corporation, a Minnesota corporation (the “Company”"Transferor"). The Transferor from time to time transfers the Receivables to the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Credit Card Master Trust (the "Trust"), proposes and the Transferor and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation, a Minnesota corporation (the "Company"), propose to cause the Trust to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of Transferor $500,000,000 aggregate 400,000,000 principal amount of the Company’s 4.3756.25% Senior Unsecured Notes due 2029 Class A Asset Backed Certificates, Series 1997-1 (the “Notes”"Certificates"). BofAS has agreed , which the Transferor proposes to act as sell to the representative Underwriters pursuant to the terms hereof, and $122,875,817 principal amount of the several Initial Purchasers in connection with the offering and sale of the Notes non interest bearing Class B Asset Backed Certificates, Series 1997-1 (the “Offering”"Class B Certificates"), which the Transferor intends to retain. The Securities (as defined below) Receivables are and will be issued (i) conveyed to DHCC by RNB pursuant to an indenturethe Bank Receivables Purchase Agreement, dated as of September 13, 1995, as amended (the "Bank Receivables Purchase Agreement") between RNB and DHCC, (ii) conveyed to the Transferor by DHCC pursuant to the Receivables Purchase Agreement, dated as of September 13, 1995, as amended (the "Receivables Purchase Agreement") between DHCC and the Transferor and (iii) transferred from the Transferor to the Trust pursuant to (a) a Pooling and Servicing Agreement among the Transferor, RNB, as Servicer, and Norwest Bank Minnesota, National Association, as Trustee, dated as of September 13, 1995, as amended (the "Pooling and Servicing Agreement") and (b) the Series 1997-1 Supplement to the Pooling and Servicing Agreement, to be dated as of October 2715, 2021 1997 (the “Indenture”"Supplement"), among the CompanyTransferor, the Guarantors (as defined below) Servicer and Ankura Trust Company, LLC, as trustee (the Trustee”). Notes will be issued only in book-entry form Each Certificate represents a specified percentage undivided interest in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “SecuritiesTrust.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Dayton Hudson Receivables Corp)

Introductory. Option Care Health, Inc.Sunoco LP, a limited partnership organized under the laws of the State of Delaware corporation (the CompanySunoco”), proposes and Sunoco Finance Corp., a corporation organized under the laws of the State of Delaware (“Finance Corp.” and, together with Sunoco, the “Issuers”), propose to issue and sell to BofA Securities▇▇▇▇▇▇▇ Lynch, Inc. Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“BofAS▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 800,000,000 aggregate principal amount of the Company’s 4.375Issuers’ 6.375% Senior Unsecured Notes due 2029 2023 (the “Notes”). BofAS ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes (the “Offering”)Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27April 1, 2021 2015 (the “Indenture”), among the CompanyIssuers, the Guarantors (as defined below) and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) ), pursuant to a letter of representations, representations to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of April 1, 2015 (the “Registration Rights Agreement”), among the Issuers, the Guarantors, ETP Retail Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (“ETP Retail”), and the Representative, on behalf of itself and the other Initial Purchasers, pursuant to which the Issuers will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers, the Guarantors and ETP Retail are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company Sunoco formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). In connection with the Acquisition (as defined below), ETP Retail, will enter into a Guarantee of Collection with Sunoco providing for a limited contingent guarantee of the Issuers’ and Guarantors’ obligation to pay the principal on the Notes (the “ETP Retail Contingent Guarantee”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Company intends to use Sunoco has entered into that certain Contribution Agreement (the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below“Contribution Agreement”), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6March 23, 20192015, by and among HC Group Holdings IIETP Retail, LLCEnergy Transfer Partners, the Company (formerly known as BioscripL.P., Inc.) a Delaware limited partnership and the guarantors party thereto from time to time, and Bank sole member of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility ETP Retail (as amended, modified or supplemented on or prior to the date hereof, the Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan FacilityETP”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings IISunoco, LLC, the Company a Delaware limited liability company (formerly known as Bioscrip“SLLC”), Inc.) and the guarantors party thereto pursuant to which Sunoco will acquire from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility ETP Retail a 31.58% limited liability company interest in SLLC (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing TransactionsAcquisition”). The issuance and sale of the NotesContribution Agreement, this Agreement, the issuance of the GuaranteesRegistration Rights Agreement, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“DTC Agreement”), the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands issuance and sale of the Notes, the issuance of the Guarantees, the Acquisition, the repayment of certain borrowings under the credit agreement among Sunoco, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer, dated September 25, 2014 (together with any amendment thereto, the “Revolving Credit Facility”) as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively as the “Transactions.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities and the ETP Retail Contingent Guarantee are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has Issuers have prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandumPreliminary Offering Memorandum, dated October 20March 23, 2021 2015 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22March 27, 2021 2015, in the form attached hereto as Exhibit A (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Purchase Agreement (Sunoco LP)

Introductory. Option Care HealthThe person named in Schedule A hereto (the “Selling Stockholder”), proposes to sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Underwriter”) an aggregate of 2,000,000 outstanding shares (“Firm Securities”) of common stock, $0.01 par value per share (“Securities”), of National CineMedia, Inc., a Delaware corporation (the “Company”), and also proposes to issue and sell to BofA Securitiesthe Underwriter, Inc. at the option of the Underwriter, an aggregate of not more than 300,000 additional outstanding shares (“BofASOptional Securities”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” The Firm Securities and the Optional Securities are comprised of Securities issuable upon redemption of a like number of outstanding common membership units (the “NotesCommon Units). BofAS has agreed to act as the representative ) of the several Initial Purchasers in connection with the offering and sale of the Notes National CineMedia, LLC, a Delaware limited liability company (the Offering”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 (the “IndentureNCM LLC”), among held by the CompanySelling Stockholder, which Common Units the Guarantors Selling Stockholder intends to redeem, and which Securities the Company intends to issue to the Selling Stockholder upon such redemption, prior to the First Closing Date and the Optional Closing Date, as applicable (as such terms are defined below) and Ankura Trust Company), LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms Third Amended and Restated Limited Liability Company Operating Agreement of NCM LLC, as amended by the IndentureFirst Amendment thereto dated as of March 16, and their respective successors and assigns (collectively2009, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached Second Amendment thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) 2010 and the guarantors party Third Amendment thereto from time to timedated as of September 3, and Bank of America, N.A., 2013 (the “Third Amendment” as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as so amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan FacilityNCM LLC Agreement”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility Amended and Restated Certificate of Incorporation (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing TransactionsRedemption”). The issuance Selling Stockholder and sale each of the Notes, Company and NCM LLC hereby agrees with the issuance Underwriter that any and all references in this Agreement to “subsidiaries” of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Packageinclude NCM LLC.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (National CineMedia, LLC)

Introductory. Option Care Health, GMX Resources Inc., a Delaware an Oklahoma corporation (the “Company”), proposes agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate U.S.$200 million principal amount of the Company’s 4.375its 11.375% Senior Unsecured Notes due 2029 2019 (the NotesOffered Securities). BofAS has agreed ) to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to under an indenture, to be dated as of October 27February 9, 2021 2011 (the “Indenture”), among between the Company, the Guarantors (as defined below) Company and Ankura The Bank of New York Mellon Trust Company, LLCN.A., as trustee (the “Trustee”). Notes The Offered Securities will be issued only in book-entry form in unconditionally guaranteed as to the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on by the Notes will be guaranteed on a senior unsecured basis, jointly and severally by Company’s subsidiaries listed in Schedule C (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenturesuch guarantees, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date among the Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company and the Guarantors agree to file with the Commission (as defined below) (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Offered Securities (and together with the Guarantees attached thereto related thereto, the “Exchange Securities”) to be offered in exchange for the Offered Securities (the “Exchange Offer”) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 of the Securities Act registering the resale of the Offered Securities and the related Guarantees under the Securities Act. This Agreement, the Offered Securities, the Indenture (including each Guarantee set forth therein) and the Registration Rights Agreement are herein collectively referred to as the “SecuritiesTransaction Documents.” The Company intends to use the net proceeds from the Offeringoffering of the Offered Securities will be used (i) to fund a tender offer (the “Tender Offer”) for up to $50.0 million of the Company’s 5.00% Convertible Senior Notes due 2013, together with (ii) to repay the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings current outstanding balance under the Existing First Lien Term Loan Facility Company’s existing Revolving Credit Agreement (as defined below), (iii) to fund the purchase price of pending acquisitions of undeveloped oil and to pay fees gas leases for approximately $68.3 million, (iv) for the Company’s exploration and expenses in connection therewith development program and (v) for other general corporate purposes. Substantially concurrently with the Offering. In addition, concurrently with this Offeringoffering of the Offered Securities, the Company intends to will conduct (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), Tender Offer and (ii) amend a registered offering (the credit facility agreement dated as “Equity Offering”) of August 621,075,000 shares of the Company’s common stock, 2019par value $4.75 per share, by and among HC Group Holdings II, LLCplus up to an additional 3,161,250 shares of the Company’s common stock that may be purchased at the option of the underwriters of such Equity Offering. In connection with the transactions described herein, the Company (formerly known as Bioscrip, Inc.) has entered into an amendment and restatement of its existing Revolving Credit Agreement. Each of the Company and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align Guarantors hereby agrees with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions several Purchasers as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).follows:

Appears in 1 contract

Sources: Purchase Agreement (GMX Resources Inc)

Introductory. Option Care HealthSouthern Natural Gas Company, Inc.a Delaware general partnership (the “Partnership”), and Southern Natural Issuing Corporation, a Delaware corporation (“SNG Issuing,” and together with the Partnership, the “CompanyIssuers”), proposes propose to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”) for whom RBS Securities Inc. and ▇.▇. ▇▇▇▇▇▇ Securities LLC are acting as representatives (the “Representatives”), acting severally subject to the terms and not jointlyconditions stated herein, the respective amounts set forth in such Schedule A of U.S. $500,000,000 300,000,000 aggregate principal amount of the Company’s 4.375their 4.40% Senior Unsecured Notes due 2029 2021 (the “NotesOffered Securities). BofAS has agreed ) to act be issued under an indenture, dated as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes June 1, 1987 (the “OfferingBase Indenture”). The Securities , as supplemented and amended by (i) the First Supplemental Indenture thereto dated as defined belowof September 30, 1997 (the “First Supplemental Indenture”), (ii) will be issued pursuant to an indenturethe Second Supplemental Indenture thereto dated as of February 13, to be 2001 (the “Second Supplemental Indenture”), (iii) the Third Supplemental Indenture thereto dated as of March 26, 2007 (the “Third Supplemental Indenture”), (iv) the Fourth Supplemental Indenture thereto dated as of May 4, 2007 (the “Fourth Supplemental Indenture”), (v) the Fifth Supplemental Indenture thereto dated as of October 2715, 2021 2007 (the “Fifth Supplemental Indenture”), among (vi) the CompanySixth Supplemental Indenture thereto dated as of November 1, 2007 (the Guarantors “Sixth Supplemental Indenture”) and (vii) the Seventh Supplemental Indenture thereto dated as of the Closing Date (as defined belowherein) and Ankura (the “Seventh Supplemental Indenture”) between the Issuers, Wilmington Trust Company (as successor in interest to JPMorgan Chase Bank, National Association, which was successor by merger to Manufacturers Hanover Trust Company, LLC), as indenture trustee (the “Trustee”). Notes will be issued only in book-entry form in the name , and The Bank of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date New York Mellon (as defined in Section 2 hereof). successor to The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of AmericaNew York Trust Company, N.A., as administrative agent, and trustee under the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior Base Indenture with respect to the date hereof, series of securities designated 5.90% Notes due 2017 issued under the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”Third Supplemental Indenture). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectivelyBase Indenture, as supplemented and amended by the “Transactions.” This Purchase Agreement (“Agreement”)First through Seventh Supplemental Indentures, the Securities and the Indenture are is referred to herein as the “Transaction DocumentsIndenture.” The Company understands that sale of the Offered Securities to the Initial Purchasers propose to make an offering will be made without registration of the Offered Securities under the Securities Act in reliance upon exemptions from the registration requirements of the Securities on Act. The holders of the terms Offered Securities will be entitled to the benefits of a Registration Rights Agreement, dated as of the Closing Date, between the Issuers and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of SaleRegistration Rights Agreement”). The Securities are , pursuant to be offered and sold which the Issuers will agree to or through the Initial Purchasers without being registered file an exchange offer registration statement, or, under certain circumstances, a shelf registration statement with the Securities and Exchange Commission (the “Commission”) registering the resale of the Offered Securities under the Securities Act of 1933 Act. EPPP SNG GP Holdings, L.L.C., a Delaware limited liability company (“EPPP SNG”), owns an 85% general partnership interest in the Partnership, and El Paso SNG Holding Company, L.L.C., a Delaware limited liability company (“El Paso SNG”), owns a 15% general partnership interest in the Partnership. The Partnership, SNG Issuing, EPPP SNG and El Paso SNG are collectively referred to herein as amended, the “Securities Act,Partnership Parties.which termSNG Funding Company, as used hereinL.L.C., includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act a Delaware limited liability company (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering MemorandumSNG Funding”), and has prepared and delivered SNG Issuing are collectively referred to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure PackageSubsidiaries.” Promptly after this Agreement Bear Creek Storage Company, L.L.C., a Louisiana limited liability company, is executed and delivered, the Company will prepare and deliver referred to each Initial Purchaser a final offering memorandum dated the date hereof (herein as the “Final Offering MemorandumUnconsolidated Affiliate.” The Partnership, SNG Issuing, SNG Funding and the Unconsolidated Affiliate are collectively referred to herein as the “SNG Entities.” The SNG Entities, EPPP SNG and El Paso SNG are collectively referred to herein as the “Partnership Entities.” The Partnership Entities, El Paso Corporation, a Delaware corporation (“El Paso”), and El Paso Pipeline Partners, L.P., a Delaware limited partnership (“EPB”), are collectively referred to herein as the “El Paso Entities.” For purposes of this Agreement:

Appears in 1 contract

Sources: Purchase Agreement (Southern Natural Gas Co)

Introductory. Option Care Health, Dynegy Holdings Inc., a Delaware corporation (the "Company"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial "Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A ") an aggregate of U.S. $500,000,000 aggregate 225,000,000 principal amount of the Company’s 4.375% its Second Priority Senior Unsecured Secured Floating Rate Notes due 2029 2008 (the "2008 Notes"). BofAS has agreed to act as , U.S. $525,000,000 principal amount of its 9.875% Second Priority Senior Secured Notes due 2010 (the representative "2010 Notes") and an aggregate of U.S. $700,000,000 principal amount of its 10.125% Second Priority Senior Secured Notes due 2013 (the several Initial Purchasers in connection "2013 Notes" and, together with the offering 2008 Notes and sale of the Notes (2010 Notes, the “Offering”). The Securities (as defined below"Notes") will to be issued pursuant to under an indenture, indenture to be dated as of October 27August 11, 2021 2003 (the "Indenture"), among the Company, the Guarantors Issuers (as defined below) and Ankura Wilmington Trust Company, LLC, as trustee (the "Trustee"), on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as amended (the "Securities Act"). The Notes will be issued only in book-entry form in unconditionally guaranteed as to the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal ofprincipal, premium, if any, and interest on (the Notes will be guaranteed on a senior unsecured basis"Guarantees" and, jointly together with the Notes, the "Offered Securities") by the Subsidiary Guarantors and severally by (i) the entities Affiliate Guarantors listed on the signature pages hereof as “Guarantors” and to this Agreement (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indentureeach a "Guarantor" and, and their respective successors and assigns (collectively, the "Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering" and, together with the New First Lien Term Loan Facility (as Company, the "Issuers"). Terms used but not otherwise defined below) and cash on hand, herein have meanings given to refinance borrowings outstanding under them in the Existing First Lien Term Loan Facility Offering Document (as defined below). The Issuers have agreed to secure, equally and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offeringratably, the Company intends Offered Securities by granting to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and ▇▇▇▇▇ Fargo Bank of AmericaMinnesota, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 collateral trustee (the “New First Lien Term Loan Facility”"Collateral Trustee"), and (ii) amend for the credit facility agreement dated as benefit of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and holders of the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility Offered Securities (collectively, the “Refinancing Transactions”"Secured Parties"). The issuance and sale , a second priority lien (subject to Priority Liens, as each term is defined in the Description of the Notes, the issuance Notes section of the GuaranteesOffering Document (as defined below)) on the equity securities of certain subsidiaries of Dynegy Inc., which includes the Refinancing Transactions Company and certain of its subsidiaries, in each case as described in the Pricing Disclosure PackageOffering Document under the caption "Description of the Collateral" (the "Pledged Equity"), and certain of its other assets as described in the consummation Offering Document under the caption "Description of all other transactions contemplated the Collateral" (together with the Pledged Equity, the "Collateral"), as evidenced by this the shared security agreement to be dated August 11, 2003 among the Issuers and the Collateral Trustee (the "Shared Security Agreement") and the non-shared security agreement to be dated August 11, 2003 among the Issuers and the Collateral Trustee (the "Non-Shared Security Agreement"), the mortgages or deeds of trust as described in the Offering Document under the caption "Description of the Collateral" (the "Mortgages") and the Intercreditor Agreement to be dated August 11, 2003 among the Issuers, the Collateral Trustee, the Priority Lien Debt Agent and the collateral trustee for the Priority Lien Debt (the "Intercreditor Agreement" and, together with the Shared Security Agreement, the Non-Shared Security Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”)Mortgages, the Securities and the Indenture are referred to herein as the “Transaction "Security Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”").

Appears in 1 contract

Sources: Purchase Agreement (Dynegy Inc /Il/)

Introductory. Option Care Health, Inc.Louisville Gas and Electric Company, a Delaware corporation organized under the laws of the Commonwealth of Kentucky (the “Company”), proposes to issue and sell to BofA Securitiessell, Inc. (“BofAS”) and the other several Initial Purchasers Underwriters named in Schedule A Section 3 hereof (the “Initial PurchasersUnderwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the respective amounts terms and conditions set forth in such Schedule A of herein, $500,000,000 400,000,000 aggregate principal amount of the Company’s 4.375First Mortgage Bonds, 5.450% Senior Unsecured Notes Series due 2029 2033 (the “NotesBonds). BofAS has agreed ) to act be issued under an Indenture, dated as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes October 1, 2010 (the “OfferingOriginal Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. The Securities (as defined below) will be issued pursuant 8 thereto relating to an indenturethe Bonds, to be dated as of October 27March 1, 2021 2023 (the “Supplemental Indenture,” and the Original Indenture as so amended and supplemented, the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-253290-02) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under the Securities Act Rule 462(e) (“Rule 462(e)”) of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to (the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale Act Regulations”) under the Securities Act or if an exemption from of 1933, as amended (the “Securities Act”). Such registration statement covers the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A Bonds under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”))Act. The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the date of this Agreement is executed and deliveredAgreement, the Company will prepare and deliver file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to each Initial Purchaser be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering memorandum dated of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Final Offering MemorandumExchange Act)) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Sources: Underwriting Agreement (Louisville Gas & Electric Co /Ky/)

Introductory. Option Care Health▇▇▇▇▇▇▇ Technologies, Inc., a Delaware corporation (the “Company”), proposes agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”), for whom Credit Suisse is acting as representative, subject to the terms and conditions stated herein, to issue and sell to BofA the several Purchasers U.S.$50,000,000 principal amount of its 3.75% Convertible Senior Notes due 2016 (the “Firm Securities, Inc. (“BofAS”) and also proposes to grant to the other several Initial Purchasers named in Schedule A an option, exercisable from time to time by Credit Suisse Securities (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A USA) LLC to purchase an aggregate of up to an additional $500,000,000 aggregate 10,000,000 principal amount (“Optional Securities”) of the Company’s 4.375its 3.75% Convertible Senior Unsecured Notes due 2029 (the “Notes”). BofAS has agreed 2016, each to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to under an indenture, to be dated as of October 27, 2021 the First Closing Date (the “Indenture”), among between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. The Firm Securities and the Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”. The Offered Securities are convertible into shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form subject to certain conditions described in the name Indenture. Concurrently with this Agreement, the Company is entering into a convertible note hedge transaction and a warrant transaction, each with an affiliate of Cede & Co.Credit Suisse, as nominee of The Depository Trust Company (the “Depositary”) and each pursuant to a confirmation letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages date hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “GuaranteesHedge Transaction Agreements”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together hereby agrees with the New First Lien Term Loan Facility (Purchasers as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).follows:

Appears in 1 contract

Sources: Purchase Agreement (Rudolph Technologies Inc)

Introductory. Option Care Health, Inc.Banc of America Funding Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. Banc of America Securities LLC (“BofASBAS” or the “Underwriter”) and the other several Initial Purchasers named approximately $190,472,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Offered Certificates”) having the Initial PurchasersClass Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances). The Offered Certificates, together with the Class A-2, M-1, M-2, M-3, M-4, M-5, M-6, M-7, M-8, M-9, CE and P Certificates (the “Non-Offered Certificates”) are collectively referred to herein as the “Certificates” and evidence the entire ownership interest in the assets of a trust estate (the “Trust Estate”) consisting primarily of a pool of fully amortizing, negatively amortizing and balloon, fixed and adjustable interest rate mortgage loans having original terms to maturity of approximately 120 to approximately 480 months as described in Schedule I (the “Mortgage Loans”) to be acquired by the Company pursuant to a mortgage loan purchase agreement (the “Mortgage Loan Purchase Agreement”), acting severally dated May 30, 2008, by and not jointlybetween the Company, as purchaser, and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the “Cut-off Date”), the respective amounts Mortgage Loans will have the aggregate principal balance set forth in such Schedule A of $500,000,000 aggregate principal amount I. This Underwriting Agreement shall hereinafter be referred to as the “Agreement.” Elections will be made to treat certain of the Company’s 4.375% Senior Unsecured Notes due 2029 (the “Notes”). BofAS has agreed to act as the representative assets of the several Initial Purchasers in connection with the offering and sale of the Notes Trust Estate as multiple separate real estate mortgage investment conduits (the each, a OfferingREMIC”). The Securities (as defined below) will Certificates are to be issued pursuant to an indenturea pooling and servicing agreement, to be dated as of October 27May 30, 2021 2008 (the “IndenturePooling and Servicing Agreement”), among the Company, the Guarantors (as defined below) and Ankura Trust Companydepositor, LLCU.S. Bank National Association, as trustee (the “Trustee”) and LaSalle Bank National Association, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”). Notes The Offered Certificates will be issued only in book-entry form in the name of Cede & Co.denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated May 30, 2008, by and between BAS, as nominee of The Depository Trust purchaser, and the Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Purchase Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are collectively referred to herein as the “Transaction Basic Documents.” The Company understands Capitalized terms used herein that are not otherwise defined herein have the Initial Purchasers propose to make an offering of the Securities on the terms and meanings assigned thereto in the manner set forth herein Pooling and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure PackageServicing Agreement.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Banc of America Funding Corp)

Introductory. Option Care Health, Inc.AFCO Credit Corporation, a Delaware New York corporation (the “Company”"AFCO Credit"), and AFCO Acceptance Corporation, a California corporation ("AFCO Acceptance" and together with AFCO Credit, the "Originators" and in their capacity as servicer, the "Servicer") propose to convey commercial insurance premium finance loans (the "Receivables") from time to time to Mellon Bank, N.A., a national banking association organized under the laws of the United States of America (the "Transferor"). The Transferor proposes to issue convey such Receivables to the Mellon Bank Premium Finance Loan Master Trust (the "Trust"), and proposes to cause the Trust to sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers Underwriters named in Schedule A I hereto (the “Initial Purchasers”"Underwriters"), for whom you are acting severally and not jointlyas representative (the "Representative"), the respective amounts set forth in such Schedule A of $500,000,000 440,000,000 aggregate initial principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 Class A Floating Rate Asset Backed Certificates, Series 1996-1 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 (the “Indenture”"Class A Certificates"), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co.Trust, as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of which are described in the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility Prospectus (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this It is understood that Transferor is currently entering into a Class B Underwriting Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”"Class B Underwriting Agreement") among the Transferor and the Underwriters named on Schedule I thereto (the "Class B Underwriters") providing for the sale of $25,000,000 aggregate initial principal amount of Class B Floating Rate Asset Backed Certificates, Series 1996-1 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates are referred to herein collectively as the "Certificates." This Agreement and the Class B Underwriting Agreement are referred to herein collectively as the "Underwriting Agreements." The Receivables will be conveyed by the Originators to the Transferor pursuant to the Receivables Purchase Agreement dated as of December 1, 1996 (the "Receivables Purchase Agreement") between the Originators and the Transferor. The Receivables will be conveyed by the Transferor to the Trust in exchange for the Certificates pursuant to a Pooling and Servicing Agreement, dated as of December 1, 1996 (the "P&S") and the Series 1996-1 Supplement thereto (the "Series Supplement") and together with the P&S, (the "Pooling and Servicing Agreement") dated as of December 1, 1996, each among the Transferor, the Servicer, Premium Financing Specialists, Inc., a Missouri corporation ("PFSI"), as back-up servicer and Premium Financing Specialists of California, Inc., a California corporation ("PFSIC"), as back-up servicer (PFSI and PFSIC are collectively referred to as the "Back-up Servicer") and The First National Bank of Chicago, a national banking association, as trustee (the "Trustee"). In addition, the Transferor, Servicer, Trustee, Alpine Securitization Corp., a Delaware Corporation ("Alpine") (the "Collateral Interest Holder") and Credit Suisse as Agent (the "Agent") will enter into a Loan Agreement to be dated as of the Closing Date (the "Loan Agreement") pursuant to which the Collateral Interest Holder will acquire $35,000,000 aggregate initial principal amount of the Collateral Interest (the "Collateral Interest"), which will act as Credit Enhancement for the Certificates. Capitalized terms used herein (including in the Introductory hereto) that are not otherwise defined shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.

Appears in 1 contract

Sources: Underwriting Agreement (Mellon Bank Premium Finance Loan Master Trust)

Introductory. Option Care HealthCopano Energy, Inc.L.L.C., a Delaware corporation limited liability company (the “Company”), proposes and Copano Energy Finance Corporation, a Delaware corporation (“F▇▇▇▇”), propose to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A B of $500,000,000 225,000,000 aggregate principal amount of the Company’s 4.375and F▇▇▇▇’▇ 8.125% Senior Unsecured Notes due 2029 2016 (the “Notes”). BofAS has The Company and F▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, G▇▇▇▇▇▇, S▇▇▇▇ & Co., L▇▇▇▇▇ Brothers Inc., Comerica Securities, Inc., Fortis Securities LLC, KeyBanc Capital Markets, a Division of McDonald Investments Inc., P▇▇▇▇ ▇▇▇▇▇▇▇ & Co., RBC Capital Markets Corporation and S▇▇▇▇▇▇ M▇▇▇▇▇ ▇▇▇▇▇▇ Inc. have agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”)Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, F▇▇▇▇, the Guarantors (as defined below) and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, F▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), among the Company, F▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, F▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company and F▇▇▇▇ and another set of guarantees of the Guarantors, each respectively with terms substantially identical to the Notes (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”) to be offered in Section 2 hereof)exchange for the Notes and the Guarantees (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The payment of principal of, premiumpremium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities guarantors listed on the signature pages hereof as “Guarantors” in Schedule A hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, such persons referred to in clauses (i )and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Company intends Issuers and the Guarantors are referred to use collectively as the proceeds from “Copano Parties.” The Copano Parties (excluding the OfferingCompany), together with the New First Lien Term Loan Facility W▇▇▇/D▇▇▇▇ ▇▇▇▇▇▇▇▇▇, a Texas general partnership (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan FacilityW▇▇▇/D▇▇▇▇”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, Southern Dome LLC, the Company a Delaware limited liability company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing TransactionsSouthern Dome”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, collectively as the “Transactions.” This Purchase Agreement (“AgreementSubsidiaries), the Securities and the Indenture are referred to herein as the “Transaction Documents.” ) The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on at any time after the terms set forth in the Pricing Disclosure Package (the first time when sales date of the Securities are made is referred to as the “Time of Sale”)this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or and Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Purchase Agreement (Copano Energy, L.L.C.)

Introductory. Option Care HealthFTS International, Inc., a Delaware corporation (the “Company”), proposes agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to BofA Securities, Inc. the several Underwriters 15,151,516 shares of its common stock (“BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “OfferingFirm Securities”). The Securities (as defined below) will be issued pursuant Company also agrees to sell to the Underwriters, at the option of the Underwriters, an indenture, to be dated as aggregate of October 27, 2021 not more than 2,272,727 additional shares of its common stock (the “IndentureOptional Securities”), among as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) has agreed to reserve a portion of the Shares to be purchased by it under this Agreement for sale to the Company’s directors, officers, employees and business associates and other parties related to the Guarantors Company (as defined below) and Ankura Trust Companycollectively, LLC“Participants”), as trustee set forth in the General Disclosure Package and the Final Prospectus (each as hereinafter defined) under the heading “Underwriting” (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “GuaranteesDirected Share Program”). The Notes Shares to be sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and its affiliates pursuant to the Guarantees attached thereto Directed Share Program, at the direction of the Company, are herein collectively referred to hereinafter as the “Securities.” The Company intends to use Directed Shares”. Any Directed Shares not orally confirmed for purchase by any Participant by the proceeds from end of the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash business day on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with which this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior Agreement is executed will be offered to the date hereof, public by the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated Underwriters as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing General Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”))Final Prospectus. The Company has prepared agrees and delivered confirms that references to each Initial Purchaser copies “affiliates” of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ that appear in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and deliveredshall be understood to include Mitsubishi UFJ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Securities Co., the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).Ltd.

Appears in 1 contract

Sources: Underwriting Agreement (FTS International, Inc.)

Introductory. Option Care Health, Inc.Black Hills Corporation, a Delaware South Dakota corporation (the “Company”), proposes agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to BofA the several Underwriters 5,200,000 Corporate Units (as defined below) (the “Firm Securities, Inc. (“BofAS”) and also agrees to issue and sell to the other several Initial Purchasers named in Schedule A Underwriters, at the option of the Underwriters, an aggregate of not more than 780,000 additional Corporate Units (the “Initial PurchasersOptional Securities), acting severally and not jointly, the respective amounts ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” Each Corporate Unit will initially consist of (a) a 1/20th, or 5%, undivided beneficial ownership interest in such Schedule A of $500,000,000 aggregate 1,000 principal amount of the Company’s 4.375% Senior Unsecured Remarketable Junior Subordinated Notes due 2029 2028 (the “Notes”). BofAS has agreed ) and (b) a stock purchase contract (a “Purchase Contract”) issued by the Company pursuant to act as which the representative holder of such Purchase Contract will purchase from the several Initial Purchasers Company on November 1, 2018, subject to earlier termination or settlement, for an amount in connection with cash equal to the offering and sale stated amount per Security of the Notes $50 (the “OfferingStated Amount”), a number of shares of common stock, par value $1.00 per share, of the Company (the “Securities”), as set forth in the Purchase Contract and Pledge Agreement. The Securities Notes will be issued pursuant to a Subordinated Indenture (the “Base Indenture”), as amended by a Supplemental Indenture, each dated as of the First Closing Date (as defined below) will be issued pursuant to an indenture(the “Supplemental Indenture” and, to be dated as of October 27together with the Base Indenture, 2021 (the “Indenture”), among and each between the Company, the Guarantors (as defined below) Company and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in In accordance with the terms of the Indenture, a Purchase Contract and their respective successors and assigns Pledge Agreement (collectively, the “GuarantorsPurchase Contract and Pledge Agreement”), pursuant dated as of the First Closing Date, to their guarantees be entered into between the Company and U.S. Bank National Association, as purchase contract agent (the “GuaranteesPurchase Contract Agent”), attorney-in-fact for the holders of the Equity Units (as defined below), collateral agent (the “Collateral Agent”), custodial agent and securities intermediary, a holder of the Corporate Units will initially pledge its ownership interest in the Notes to secure such holder’s obligation to purchase shares of the Securities under the Purchase Contracts. The Purchase Contracts will be issued pursuant to the Purchase Contract and Pledge Agreement. The Purchase Contracts together with the related Notes are herein referred to as “Corporate Units.” A holder of Corporate Units, at its option, may elect to create “Treasury Units” by substituting pledged U.S. Treasury securities for any pledged ownership interests in the Notes. Unless otherwise indicated, the term “Equity Units” includes both Corporate Units and Treasury Units. Pursuant to a Remarketing Agreement, to be entered into by the Company, the Purchase Contract Agent, as the purchase contract agent and attorney-in-fact for the holders of the Equity Units, and the Guarantees attached remarketing agent(s) named therein (the “Remarketing Agents”) in such form and dated as of such date as to be determined by the parties thereto (the “Remarketing Agreement”), the Notes will be remarketed, subject to certain terms and conditions. The Purchase Contract and Pledge Agreement, the Indenture and the Remarketing Agreement are each herein referred to as a “Units Agreement” and are herein collectively referred to as the “SecuritiesUnits Agreements.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Black Hills Corp /Sd/)

Introductory. Option Care Health, Inc.Sunoco LP, a limited partnership organized under the laws of the State of Delaware corporation (the CompanySunoco”), proposes and Sunoco Finance Corp., a corporation organized under the laws of the State of Delaware (“Finance Corp.” and, together with Sunoco, the “Issuers”), propose to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 600,000,000 aggregate principal amount of the Company’s 4.375Issuers’ 5.500% Senior Unsecured Notes due 2029 2020 (the “Notes”). BofAS Credit Suisse Securities (USA) LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes (the “Offering”)Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27July 20, 2021 2015 (the “Indenture”), among the CompanyIssuers, the Guarantors (as defined below) and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) ), pursuant to a letter of representations, representations to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of July 20, 2015 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Representative, on behalf of itself and the other Initial Purchasers, pursuant to which the Issuers will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company Sunoco formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Company intends to use It is understood by the proceeds from parties hereto that Sunoco has entered into that certain Contribution Agreement (the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below“Contribution Agreement”), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6July 14, 20192015, by and among HC Group Susser Holdings IICorporation (“SHC”), LLCETP Holdco Corporation (“ETP Holdco”), the Company Heritage Holdings, Inc. (formerly known as Bioscrip“HHI” and, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereoftogether with ETP Holdco, the “Existing First Lien Term Loan FacilityContributors) to), among other thingsSunoco, provide $600 million the General Partner (as herein defined), and Energy Transfer Partners, L.P., pursuant to which Sunoco will acquire 100% of refinancing borrowings and extend its maturity to 2028 the equity interests in SHC (the “New First Lien Term Loan FacilityAcquisition”). Pursuant to the terms of the Contribution Agreement, Sunoco will pay to the Contributors at the closing of the Acquisition approximately $966.9 million in cash, subject to certain working capital adjustments, and issue to the Contributors an aggregate of (i) 21,978,980 Class B Units representing limited partner interests in the Partnership (the “Class B Units”), and (ii) amend 10,939,436 subordinated units representing limited partner interests in the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility Partnership (the “ABL FacilitySubordinated Units”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (iii) 79,308 Common Units (collectively, the “Refinancing TransactionsUnit Consideration”). The issuance and sale of Furthermore, in connection with the NotesAcquisition, the issuance 79,308 Common Units and 10,939,436 Subordinated Units of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated Sunoco held by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related SHC immediately prior to the foregoing are referred to herein collectively, as Acquisition will be converted on a one-for-one basis into Class A Units representing limited partner interests in Sunoco (the “Transactions.” This Purchase Agreement (“AgreementClass A Units”), the terms of which will be set forth in Amendment No. 2 (“Amendment No. 2”) to the First Amended and Restated Agreement of Limited Partnership of Sunoco. The General Partner will enter into Amendment No. 2 at the closing of the Acquisition. The Contribution Agreement, Amendment No. 2, this Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands issuance and sale of the Notes, the issuance of the Guarantees, the Acquisition, the issuance of the Class B Units, the issuance of the Common Units, the issuance of the Subordinated Units, the issuance of the Class A Units, the application of the proceeds from the sale of the Securities as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively as the “Transactions.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has Issuers have prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandumPreliminary Offering Memorandum, dated October 20July 15, 2021 2015 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22July 15, 2021 2015, in the form attached hereto as Exhibit A (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Purchase Agreement (Sunoco LP)

Introductory. Option Care Health, Inc.Sunoco LP, a limited partnership organized under the laws of the State of Delaware corporation (the CompanySunoco”), proposes and Sunoco Finance Corp., a corporation organized under the laws of the State of Delaware (“Finance Corp.” and, together with Sunoco, the “Issuers”), propose to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of (i) $500,000,000 1,000,000,000 aggregate principal amount of the Company’s 4.375Issuers’ 4.875% Senior Unsecured Notes due 2029 2023 (the “2023 Notes”), (ii) $800,000,000 aggregate principal amount of the Issuers’ 5.500% Senior Notes due 2026 (the “2026 Notes”), and (iii) $400,000,000 aggregate principal amount of the Issuers’ 5.875% Senior Notes due 2028 (the “2028 Notes”, and together with the 2023 Notes and the 2026 Notes, collectively, the “Notes”). BofAS Each of Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC has agreed to act as the representative representatives of the several Initial Purchasers (collectively, the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”)Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27January 23, 2021 2018 (the “Indenture”), among the CompanyIssuers, the Guarantors (as defined below) and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) ), pursuant to a letter of representations, representations to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of January 23, 2018 (the “Registration Rights Agreement”), among the Issuers, the Guarantors, ETC M-A Acquisition LLC, a limited liability company formed under the laws of the State of Delaware (“ETC”) and the Representatives, on behalf of each of the Initial Purchasers, pursuant to which the Issuers will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company Sunoco formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). ETC will enter into a Guarantee of Collection with the Issuers providing for a limited contingent guarantee of the Issuer’s and the Guarantors’ obligation to pay the principal on the Notes (the “ETC Guarantee”). The Notes and the Guarantees attached related thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior Prior to the date hereof, the certain subsidiaries of Sunoco entered into that certain Asset Purchase Agreement (Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan FacilityAsset Purchase Agreement”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings IISusser Petroleum Property Company LLC, a Delaware limited liability company (“PropCo”), Sunoco Retail LLC, a Pennsylvania limited liability company (“Sunoco Retail”), Stripes LLC, a Texas limited liability company (“Stripes”), Town & Country Food Stores, Inc., a Texas corporation (“Town & Country”), MACS Retail LLC, a Virginia limited liability company (“MACS Retail”), as the sellers thereto and 7-Eleven, Inc., a Texas corporation (“7-Eleven”) and SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of 7-Eleven (“SEI Fuel”), as the buyers thereto and, solely for the purposes referenced therein, Sunoco, Finance Corp. and Sunoco, LLC, the Company a Delaware limited liability company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing TransactionsSunoco LLC”). The issuance Upon the terms and sale of subject to the Notesconditions set forth in the Asset Purchase Agreement, the issuance sellers thereto have agreed to sell a portfolio of the Guaranteesapproximately 1,112 company-operated retail outlets in 19 geographic regions, together with ancillary businesses and related assets for an aggregate purchase price of $3.3 billion. This Agreement, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Registration Rights Agreement”), the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands issuance and sale of the Notes, the issuance of the Guarantees and the application of the proceeds from the sale of the Securities as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively as the “Transactions.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities and the ETC Guarantee are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has Issuers have prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandumPreliminary Offering Memorandum, dated October 20January 8, 2021 2018 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22January 9, 2021 2018, in the form attached hereto as Exhibit A (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Purchase Agreement (Sunoco LP)

Introductory. Option Care HealthThe CIT Group Securitization Corporation III, a Delaware corporation (the "Depositor") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation (the “Company”"CIT"), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns CIT (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together "Registrants") have previously filed a registration statement with the New First Lien Term Loan Facility (as defined below) Securities and cash on hand, Exchange Commission relating to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), issuance and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto sale from time to time, and Bank time of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term up to $1,000,000,000 of home equity loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth hereinasset backed certificates, all or a portion of which may be supported by a limited guarantee of CIT. Each of such certificates and the Securities limited guarantee of CIT are registered under the registration statement referred to purchasers in Section 2(a) (collectively, the "Registered Securities") and the Depositor has authorized the issuance and sale to the Underwriters of the Home Equity Loan Asset Backed Certificates, Series 1997-1 listed on Schedule I hereto (the “Subsequent Purchasers”"Offered Certificates," and, together with the Class B-2 Certificates, the "Certificates") evidencing interests in a pool (the "Mortgage Loan Pool") of certain home equity loans (the "Mortgage Loans"). The Mortgage Pool will consist of two groups of Mortgage Loans. The Certificates will be issued under a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") to be dated as of July 1, 1997 among the Depositor, The CIT Group/Consumer Finance, Inc. ("CITCF" or "Master Servicer") a Delaware corporation and a wholly-owned subsidiary of CIT and The Bank of New York, as trustee (the "Trustee"). The Certificates will evidence specified interests in the Mortgage Loans and certain other property held in trust with respect to such Certificates. The Mortgage Loans and certain other assets of a Trust (the "Trust") will be sold by CITCF to the Depositor pursuant to a Purchase Agreement (the "Purchase Agreement") to be dated as of July 1, 1997 between CITCF and the Depositor and, in turn, by the Depositor to the Trust pursuant to the Pooling and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CITCF to the Depositor will first be purchased by CITCF from (i) The CIT Group/Consumer Finance, Inc. (NY) ("CITCF-NY") pursuant to a Purchase Agreement to be dated as of July 1, 1997 (the "CITCF-NY Sale Agreement") between CITCF-NY and CITCF and (ii) The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Purchase Agreement to be dated as of July 1, 1997 (the "CITSF Sale Agreement") between CITSF and CITCF. CITCF will enter into a subservicing agreement with CITSF (the "Sub-Servicer") dated as of July 1, 1997 (the "Subservicing Agreement") pursuant to which CITSF will perform all of the servicing responsibilities of the Master Servicer under the Pooling and Servicing Agreement (except as described in the Pooling and Servicing Agreement and in the Subservicing Agreement). The Trustee will be an intended third-party beneficiary of the Subservicing Agreement and will have the right to enforce such Subservicing Agreement as if it were a party thereto The firm or firms listed on the terms set forth in attached Schedule I hereto which agreed to purchase the Pricing Disclosure Package (the first time when sales of the Securities Offered Certificates are made is hereinafter referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission Underwriters (the “Commission”"Underwriters") under of such Offered Certificates, and the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations representative of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant Underwriters to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 whom this Underwriting Agreement (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein "Agreement") is addressed is hereinafter referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof Representative (the “Final Offering Memorandum”"Representative"). Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement.

Appears in 1 contract

Sources: Underwriting Agreement (Cit Home Equity Loan Trust 1997-1)

Introductory. Option Care Health, Inc.FCC National Bank, a Delaware corporation national banking association ------------ (the “Company”), "Bank") proposes to issue and sell one or more Series of Investor Certificates to BofA Securities, Inc. (“BofAS”) and be issued by the other several Initial Purchasers named in Schedule A First Chicago Master Trust II (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”"Certificates"). The Securities (as defined below) will Certificates are to be issued pursuant to an indenturea Pooling and Servicing Agreement between the Bank, to be dated as of October 27Seller and Servicer, 2021 (the “Indenture”)and Norwest Bank Minnesota, among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLCNational Association, as trustee (the "Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”"), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6June 1, 20191990, by as amended as of April 1, 1995 and among HC Group Holdings IIas of June 1, LLC, the Company 1998 (formerly known as Bioscrip, Inc.) and the guarantors party thereto further amended or otherwise modified from time to time, the "Pooling and Bank of America, N.A.Servicing Agreement"), as administrative agentsupplemented by a supplement between the Bank, as Seller and Servicer, and the other lenders party thereto governing Trustee, (the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior "Supplement") to the date hereofPooling and Servicing Agreement, relating to the applicable Series of Certificates (references to the Pooling and Servicing Agreement herein may, as the context requires, include all supplements, including the Supplement, to the Pooling and Servicing Agreement). The Certificates may be sold in a public offering by the Bank through Banc One Capital Markets, Inc. ("Banc One"), as sole underwriter, or through certain underwriters which include Banc One, one or more of which may act as representative of such underwriters (any underwriter through which Certificates are sold shall be referred to herein as an "Underwriter" or, collectively, all such Underwriters may be referred to as the "Underwriters"; any representatives thereof may be referred to herein as a "Representative," which, if the context herein does require, shall include Banc One in its capacity as sole Underwriter of any Series, or the BANC ONE CAPITAL MARKETS, INC. June 7, 1999 Page 2 "Representatives"). Certificates of any Series shall be sold pursuant to a Terms Agreement by and between the Bank and the Representatives, a form of which is attached hereto as Exhibit A (a "Terms Agreement"), which incorporates by reference this Underwriting Agreement (the "Agreement," which may include the applicable Terms Agreement if the context requires). Any Series of Certificates sold pursuant to any Terms Agreement may include the benefits of a collateral interest, cash collateral account, letter of credit, guaranteed rate agreement, maturity guaranty facility, tax protection agreement, interest rate or currency swap or other contract or agreement for the benefit of the Certificateholders of such Series (an "Enhancement"). With respect to any such Enhancement, the “Existing Bank shall enter into an agreement or contract (the "Enhancement Agreement") by and between the Bank and the provider of the Enhancement (the "Enhancement Provider"). Each Certificate will represent an undivided interest in the First Lien Term Loan Facility”) toChicago Master Trust II (the "Trust"). The assets of the Trust will include, among other things, provide $600 million certain amounts due on a pool of refinancing borrowings MasterCard(R) and extend its maturity to 2028 VISA(R) credit card accounts (the “New First Lien Term Loan Facility”)"Receivables") and, and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLCwith respect to any such Series sold pursuant to this Agreement, the Company (formerly known as Bioscripbenefits of an Enhancement. To the extent not defined herein, Inc.) capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. Upon the guarantors party thereto from time to time, and Bank execution of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereofany Terms Agreement, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align Bank agrees with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions Underwriters as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).follows:

Appears in 1 contract

Sources: Underwriting Agreement (First Chicago Master Trust Ii)

Introductory. Option Care Health▇. ▇. ▇▇▇▇, Inc., a Delaware New Jersey corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $250,000,000 aggregate principal amount of the Company’s 2.875% Notes due 2016 (the “2016 Notes”) and $500,000,000 aggregate principal amount of the Company’s 4.3754.400% Senior Unsecured Notes due 2029 2021 (the “2021 Notes” and, together with the 2016 Notes, the “Notes”). BofAS has ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and ▇▇▇▇▇ Fargo Securities, LLC have agreed to act as the representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”)Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture, to be dated as of October 27December 20, 2021 2010 (the “Base Indenture”), among between the CompanyCompany and ▇▇▇▇▇ Fargo, the Guarantors (as defined below) and Ankura Trust Company, LLCNational Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture to the Base Indenture (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) ), pursuant to a letter Blanket Letter of representationsRepresentations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (ibelow) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“DTC Agreement”), among the Securities Company and the Indenture are referred to herein as the “Transaction Documents.” Depositary. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms has prepared and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Securities Act”), an “automatic shelf registration statement” (as defined in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale Rule 405 under the Securities Act or if an exemption from Act) on Form S-3 (File No. 333-171166), which contains a base prospectus (the registration requirements “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Notes, and other securities of the Securities Act is available (including Company, and the exemptions afforded by offering thereof from time-to-time in accordance with Rule 144A 415 under the Securities Act (“Rule 144A”) or Regulation S Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandumAct, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).including

Appears in 1 contract

Sources: Underwriting Agreement (Bard C R Inc /Nj/)

Introductory. Option Care Health, Inc.Aon plc, a Delaware corporation organized under the laws of England and Wales (the “Company”), proposes agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate 90,000,000 principal amount of the Company’s 4.375its 4.25% Senior Unsecured Notes due 2029 2042 (the “Notes”). BofAS has agreed , to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to under an indenture, to be dated as of October 27December 12, 2021 2012 and as supplemented through the Closing Date (the “Indenture”), among the Company, the Guarantors Guarantor (as defined below) and Ankura The Bank of New York Mellon Trust Company, LLCN.A., as trustee Trustee. The Notes will be unconditionally guaranteed as to the payment of principal and interest by Aon Corporation, a Delaware corporation (the “TrusteeGuarantor” and such guarantee, the “Guarantee”). Notes The Notes, together with the Guarantee, are referred to in this Agreement as the “Offered Securities.” The holders of the Offered Securities will be issued only in book-entry form in entitled to the name benefits of Cede & Co.a Registration Rights Agreement dated as of the Closing Date among the Company, as nominee of The Depository Trust Company the Guarantor and the Purchasers (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “GuarantorsRegistration Rights Agreement”), pursuant to their guarantees (which the “Guarantees”). The Notes Company and the Guarantees attached thereto are herein collectively referred Guarantor shall agree to as the “Securities.” The Company intends to use the proceeds from the Offering, together file a registration statement with the New First Lien Term Loan Facility Commission (as defined below) and cash on hand, to refinance borrowings outstanding registering either the exchange of the Offered Securities for substantially similar securities registered under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Act (as defined below) and agrees that or, in certain circumstances, the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion resale of the Offered Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the pursuant to a Securities Act,shelfwhich term, as used herein, includes the rules and regulations registration statement. Each of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities Company and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after Guarantor hereby agrees with the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to several Purchasers as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).follows:

Appears in 1 contract

Sources: Purchase Agreement (Aon PLC)

Introductory. Option Care HealthAirgas, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 400,000,000 aggregate principal amount of the Company’s 4.3754.50% Senior Unsecured Notes due 2029 2014 (the “Notes”). BofAS has The Notes will be unconditionally guaranteed on a senior basis as to the payment of principal, premium, if any, and interest (the “Guarantees”) by each of the subsidiaries of the Company named in Schedule B hereto (collectively, the “Guarantors”). The Notes and the Guarantees are hereinafter collectively called the “Securities.” Banc of America Securities LLC (“BAS”), Barclays Capital Inc. and ▇.▇. ▇▇▇▇▇▇ Securities Inc. have agreed to act as the representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”)Securities. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27September 11, 2021 2009 (the “Base Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLCThe Bank of New York Mellon, as trustee (the “Trustee”). Notes Certain terms of the Securities will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Securities will be issued only in book-entry bookentry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) ), pursuant to a letter Blanket Letter of representationsRepresentations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (ibelow) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“DTC Agreement”), between the Securities Company and the Indenture are referred to herein as the “Transaction DocumentsDepositary.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Airgas Inc)

Introductory. Option Care Health, Inc.Matador Resources Company, a Delaware Texas corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofASBofA Securities”) and the other several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.3756.875% Senior Unsecured Notes due 2029 2028 (the “Notes”). BofAS BofA Securities has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes (the “Offering”)Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture, to be dated as of October 27April 11, 2021 2023 (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Computershare Trust Company, LLCN.A., as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit This Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandumPreliminary Offering Memorandum, dated October 20April 3, 2021 2023 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22April 3, 2021 2023 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Purchase Agreement (Matador Resources Co)

Introductory. Option Care HealthPPL Capital Funding, Inc., a Delaware corporation (the “Company”), a subsidiary of PPL Corporation, a Pennsylvania corporation (the “Guarantor”), proposes to issue and sell to BofA Securitiessell, Inc. (“BofAS”) and the other several Initial Purchasers Underwriters named in Schedule A Section 3 hereof (the “Initial PurchasersUnderwriters”), for whom you are acting as representatives (the “Representatives”) propose, severally and not jointly, to purchase, upon the respective amounts terms and conditions set forth in such Schedule A of herein, $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured 2007 Series A Junior Subordinated Notes due 2029 2067 (the “Notes”). BofAS has agreed ) to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indentureunder a Subordinated Indenture, to be dated as of October 27March 1, 2021 (the “Indenture”)2007, among the Company, the Guarantors (as defined below) Guarantor and Ankura Trust Company, LLCThe Bank of New York, as trustee thereunder (the “Trustee”), as supplemented by Supplemental Indenture No. 1 thereto relating to the Notes, dated as of March 1, 2007 (“Supplemental Indenture No. 1”) (as so supplemented, the “Indenture”). The Notes will be issued only in book-entry form in fully and unconditionally guaranteed as to payment of principal, interest and any premium by the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) Guarantor on a subordinated basis pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary guarantees of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees Guarantor (the “Guarantees”). The Notes Company and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered Guarantor have filed with the Securities and Exchange Commission (the “Commission”) a joint automatic shelf registration statement on Form S-3 (Nos. 333-132574 and 333-132574-02), including the related preliminary prospectus or prospectuses, which registration statement became effective upon filing under the Securities Act Rule 462(e) (“Rule 462(e)”) of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder(the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Notes and the Guarantees under the Securities Act. Promptly after the date of this Agreement, the Company and the Guarantor will prepare and file a prospectus in reliance upon exemptions therefrom. Pursuant to accordance with the terms provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Notes that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company, the Guarantor and the IndentureRepresentatives) is herein called a “preliminary prospectus.” Such registration statement, investors who acquire at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Notes, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to have agreed that Securities may only include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“E▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be resold deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise transferreddeemed by the Securities Act Regulations to be a part of or included in the Registration Statement, after any preliminary prospectus or the date hereofProspectus, if such Securities are registered for sale as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Exchange Act”) which is incorporated by reference in or if an exemption from the registration requirements of otherwise deemed by the Securities Act is available (including Regulations to be a part of or included in the exemptions afforded by Rule 144A under Registration Statement, such preliminary prospectus or the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandumProspectus, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Packagecase may be.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (PPL Corp)

Introductory. Option Care Health, Inc.Alliance Data Systems Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the "Initial Purchasers"), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 this Purchase Agreement (this "Agreement") of €400,000,000 aggregate principal amount of the Company’s 4.375's 4.500% Senior Unsecured Notes due 2029 2022 (the "Notes"). BofAS BNP Paribas ("BNP Paribas") has agreed to act as the representative of the several Initial Purchasers (the "Representative") in connection with the offering and sale of the Notes (the “Offering”)Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27March 14, 2021 2017 (the "Indenture"), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the "Trustee"). The Notes will be issued only in book-book entry form in the name of Cede & Co., as nominee of The Depository Trust Company and deposited with a common depositary (the "Common Depositary") pursuant to a letter of representationsfor Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, to be dated on or before the Closing Date société anonyme (as defined in Section 2 hereof"Clearstream"). The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as "Guarantors" and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the "Guarantors"), pursuant to their guarantees (the "Guarantees"). The Notes and the Guarantees attached thereto are herein collectively referred to as the "Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit " This Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the "Transaction Documents." The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the "Time of Sale"). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the "Commission") under the U.S. Securities Act of 1933 (as amended, the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions exemption afforded by Rule 144A under the Securities Act ("Rule 144A") or Regulation S under the Securities Act ("Regulation S")). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum, dated March 3, 2017 (the "Preliminary Offering Memorandum"), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22March 9, 2021 2017 (the "Pricing Supplement"), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the "Pricing Disclosure Package." Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the "Final Offering Memorandum").. All references herein to the terms "Pricing Disclosure Package" and "Final Offering Memorandum" shall be deemed to mean and include all information filed by the Company under the Securities Exchange Act of 1934 (as amended, the "Exchange Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms "amend," "amendment" or "supplement" with respect to the Pricing Disclosure Package or the Final Offering Memorandum shall be deemed to mean and include all information filed by the Company under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

Appears in 1 contract

Sources: Purchase Agreement (Alliance Data Systems Corp)

Introductory. Option Care Health, Inc.Camden Property Trust, a Delaware corporation Texas real estate investment trust (the “Company”), proposes agrees with ▇▇▇▇▇ Fargo Securities, LLC (the “Manager”) to issue and sell from time to BofA Securitiestime through the Manager, Inc. (“BofAS”) and as sales agent and/or principal, common shares of beneficial interest of the other several Initial Purchasers named in Schedule A Company, par value $.01 per share (the “Initial PurchasersCommon Shares”), acting severally and not jointly, the respective amounts set forth in such Schedule A having an aggregate offering price of up to $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 250,000,000 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent PurchasersMaximum Amount”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is herein. The Common Shares to be issued and sold hereunder shall be referred to as the “Time of Sale”). The Securities are to be offered Shares.” This Agreement amends and sold to or through restates in its entirety that certain Distribution Agency Agreement, dated March 16, 2010, by and between the Initial Purchasers without being registered with Company and the Securities and Exchange Commission Manager (the “CommissionOriginal Distribution Agreement”), which contemplated the issuance and sale of Common Shares having an aggregate offering price of up to the Maximum Amount through or to the Manager pursuant to the Original Agreement, or through or to Credit Suisse Securities (USA) LLC (“Credit Suisse”) under the and Deutsche Bank Securities Act Inc. (“Deutsche Bank”) pursuant to Distribution Agency Agreements, dated as of 1933 March 16, 2010 (as amended, the “Securities Act,” Original Alternative Distribution Agreements”), of which term, as used herein, includes Common Shares having an aggregate offering price of $54,963,534 have been issued and sold pursuant to the rules Original Distribution Agreement and regulations Original Alternative Distribution Agreements. As of the Commission promulgated thereunder)date hereof, in reliance upon exemptions therefrom. Pursuant Common Shares having an aggregate offering price of up to $195,036,466 remain authorized for issuance and sale pursuant to the terms of the Securities this Agreement and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available Alternative Distribution Agreements (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)as defined below). The Company has prepared also entered into Amended and delivered to each Initial Purchaser copies of a preliminary offering memorandumRestated Distribution Agency Agreements, dated October 20, 2021 as of even date herewith (the “Preliminary Offering MemorandumAmended and Restated Alternative Distribution Agreements”), with each of Credit Suisse and has prepared Deutsche Bank, and delivered to each Initial Purchaser copies of a Pricing SupplementDistribution Agency Agreement, dated October 22, 2021 as of even date herewith (the “Pricing Supplement▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Alternative Distribution Agreement,” and collectively with the Amended and Restated Alternative Distribution Agreements, the “Alternative Distribution Agreements”), describing with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (together with Credit Suisse and Deutsche Bank, the terms “Alternative Managers”). The aggregate offering price of the SecuritiesShares that may be sold pursuant to this Agreement, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum any Terms Agreement (as defined below) and the Pricing Supplement are herein referred Alternative Distribution Agreements shall not exceed the Maximum Amount, including the Common Shares having an aggregate offering price of $54,963,534 issued and sold prior to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof pursuant to the Original Distribution Agreement and Original Alternative Distribution Agreements. The Manager and the Company each agrees that whenever the Company determines to sell the Shares directly to the Manager, as principal, it will enter into a separate agreement (a “Terms Agreement”) substantially in the “Final Offering Memorandum”)form of Schedule A hereto.

Appears in 1 contract

Sources: Distribution Agency Agreement (Camden Property Trust)

Introductory. Option Care Health, iStar Inc., a Delaware Maryland corporation (the “Company”), proposes to issue and sell to BofA Securities, confirms its agreement with Barclays Capital Inc. (“BofASBarclays) ), ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”), and the other several Initial Purchasers initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), with respect to (i) the sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $500,000,000 250,000,000 aggregate principal amount of the Company’s 4.3753.125% Convertible Senior Unsecured Notes due 2029 2022 (the “NotesInitial Securities”) and (ii) the grant by the Company to the Initial Purchasers, acting severally and not jointly, of the option to purchase all or any part of an additional $37,500,000 aggregate principal amount of its 3.125% Convertible Senior Notes due 2022 (the “Option Securities” and, together with the Initial Securities, the “Securities”). BofAS has Barclays, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇.▇. ▇▇▇▇▇▇ have agreed to act as the representative representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”)Securities. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27February 5, 2021 (2001, between the “Indenture”), among the Company, the Guarantors (as defined below) Company and Ankura US Bank Trust Company, LLCNational Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Thirty-second Supplemental Indenture, to be dated as of the Closing Date (as defined in Section 2 hereof), between the Company and the Trustee (such supplemental indenture, together with the Base Indenture, the “Indenture”). Notes The Securities will be convertible, upon the terms and conditions set forth in the Indenture, into cash, shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) or a combination of cash and Common Stock. The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal ofDate, premium, if any, and interest on among the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectivelyCompany, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes Trustee and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the OfferingDepositary. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit This Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale” (which for purposes of this Agreement is 4:20 p.m., New York City time, on the date hereof)). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 1933, as amended (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who that acquire Securities shall be deemed to have agreed that Securities may only be resold resell or otherwise transferred, after the date hereof, transfer such Securities if such Securities are hereafter registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S of the rules and regulations promulgated under the Securities Act (“Regulation S”))Act. The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandumPreliminary Offering Memorandum, dated October 20September 14, 2021 2017 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22September 14, 2021 2017 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

Appears in 1 contract

Sources: Purchase Agreement (Istar Inc.)

Introductory. Option Care HealthCapital One Bank (the "Seller" and the "Servicer"), Inc.has formed a master trust entitled the Capital One Master Trust (the "Trust"), which has issued and will continue to issue, from time to time, asset-backed securities (whether in certificated or uncertificated form, the "Certificates") in one or more series (each, a Delaware corporation "Series"). Each Certificate evidences a fractional, undivided percentage interest or beneficial interest in the Trust. The property of the Trust includes receivables (the “Company”"Receivables") generated from time to time in a portfolio of consumer revolving credit card accounts and other consumer revolving accounts (the "Accounts"), proposes collections thereon and certain related property which has been conveyed and which will continue to issue and sell be conveyed to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (Trust by the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”)Seller. The Securities (as defined below) Certificates to which this Agreement applies will be issued pursuant to an indenturethe Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and supplemented from time to time (the "Base Pooling and Servicing Agreement"), between Capital One Bank (as assignee and successor to Signet Bank/Virginia), as Seller and Servicer, and The Bank of New York, as trustee (the "Trustee"), as supplemented by the Series 199_-_ Supplement, expected to be dated as of October 27_________ __, 2021 199_, between Capital One Bank, as Seller and Servicer, and the Trustee (the “Indenture”"Series Supplement," and together with the Base Pooling and Servicing Agreement, the "Pooling and Servicing Agreement"). To the extent not defined herein, capitalized terms used herein shall have the meanings specified in the Pooling and Servicing Agreement. Pursuant to this Agreement, and subject to the terms hereof, the Seller agrees to cause the Trust to sell to ___________________ (the "Class A Underwriter") U.S. $____________ aggregate initial principal amount of Class A Floating Rate Asset Backed Certificates, Series 199_-_ (the "Class A Certificates"). Concurrently with the sale of the Class A Certificates, the Seller proposes to cause the following to occur: (a) The Trust will sell to ____________ (the "Class B Underwriter") U.S. $___________ aggregate initial principal amount of Class B Floating Rate Asset Backed Certificates, Series 199_-_ (the "Class B Certificates"), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes which will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) sold pursuant to a letter of representations, to be dated on or before separate underwriting agreement between the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, Seller and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees Class B Underwriter (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit "Class B Underwriting Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”").

Appears in 1 contract

Sources: Underwriting Agreement (Capital One Master Trust)

Introductory. Option Care HealthPrologis, Inc.L.P., a Delaware corporation limited partnership (the “CompanyIssuer”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A hereto (the “Initial Purchasers”Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $750,000,000 aggregate principal amount of the Issuer’s 1.250% Notes due 2030 (the “2030 Notes”) and $500,000,000 aggregate principal amount of the CompanyIssuer’s 4.3752.125% Senior Unsecured Notes due 2029 2050 (the “2050 Notes” and, together with the 2030 Notes, the “Securities”). BofAS has BofA Securities, Inc., Citigroup Global Markets Inc., G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC and J.▇. ▇▇▇▇▇▇ Securities LLC have agreed to act as the representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”)Securities. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27June 8, 2021 2011 (the “Base Indenture”), among the CompanyIssuer, Prologis, Inc., a Maryland corporation and the Guarantors parent company of the Issuer (as defined below) “Prologis”), and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of June 8, 2011 (the “First Supplemental Indenture”), the second supplemental indenture, dated as of June 8, 2011 (the “Second Supplemental Indenture”), the third supplemental indenture, dated as of June 8, 2011 (the “Third Supplemental Indenture”), the fourth supplemental indenture, dated as of June 8, 2011 (the “Fourth Supplemental Indenture”), the fifth supplemental indenture, dated as of August 15, 2013 (the “Fifth Supplemental Indenture”), the sixth supplemental indenture, dated as of December 3, 2013 (the “Sixth Supplemental Indenture”), the seventh supplemental indenture, dated as of February 20, 2014 (the “Seventh Supplemental Indenture”), and the eighth supplemental indenture, dated as of June 7, 2017 (the “Eighth Supplemental Indenture” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture and the Eighth Supplemental Indenture, the “Indenture”), providing for the issuance of debt securities in one or more series. Notes The Securities will be issued only in book-entry form and registered in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees a Letter of Representations, dated as of June 3, 2011, between the Issuer and the Depositary (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“DTC Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Prologis, L.P.)

Introductory. Option Care Health, Inc.L-3 Communications Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 in aggregate principal amount of the Company’s 4.3753.95% Senior Unsecured Notes due 2029 2016 (the “Notes”). BofAS has Barclays Capital Inc., Deutsche Bank Securities Inc. and ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated have agreed to act as the representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”)Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture, to be dated as of October 27May 21, 2021 2010 (the “Base Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLCThe Bank of New York Mellon, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture, dated as of the Closing Date (as defined in Section 2 below) (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantees”) on an unsecured senior basis by each of the entities listed on Exhibit A hereto (the “Guarantors”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) ), pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (ibelow) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“DTC Agreement”), among the Securities Company, the Trustee and the Indenture are referred to herein as the “Transaction DocumentsDepositary.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (L 3 Communications Holdings Inc)

Introductory. Option Care Health, Inc.Graphic Packaging Corporation, a Delaware corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to BofA the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S.$300,000,000 principal amount of its 8 5/8% Senior Subordinated Notes due 2012 (the “Offered Securities, Inc. ”). The Offered Securities will be guaranteed by Graphic Packaging International Corporation (the BofASParent”) and the existing and future domestic subsidiaries of the Parent (other several Initial Purchasers named in Schedule A than the Company) (the “Initial Purchasers”)Subsidiary Guarantors” and, acting severally and not jointlytogether with the Parent, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 “Guarantors”) pursuant to a guarantee (the each, a Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “OfferingGuarantee”). The Offered Securities (as defined below) will be issued pursuant to under an indenture, to be dated as of October 27February 28, 2021 2002 (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company▇▇▇▇▇ Fargo Bank Minnesota, LLCNational Association, as trustee trustee. The United States Securities Act of 1933 is herein referred to as the “Securities Act.” Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the “TrusteeRegistration Rights Agreement”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined below), in Section 2 hereofsubstantially the form of Exhibit I hereto, for so long as such Offered Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). The payment of principal ofPursuant to the Registration Rights Agreement, premiumthe Company and the Parent will agree to file with the Securities and Exchange Commission (the“Commission”), if anyunder the circumstances set forth therein, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) a registration statement under the entities listed on Securities Act (the signature pages hereof “Exchange Offer Registration Statement”) relating to the Company’s 8 5/8% Senior Subordinated Notes in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Offered Securities and the Guarantees thereof and registered under the Securities Act (the Guarantors” Exchange Securities”), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the “Exchange Offer”) and (ii) any subsidiary of a shelf registration statement pursuant to Rule 415 under the Company formed or acquired after Securities Act (the Closing Date that executes an additional guarantee in accordance “Shelf Registration Statement” and, together with the terms of the Indenture, and their respective successors and assigns (collectivelyExchange Offer Registration Statement, the “GuarantorsRegistration Statements), pursuant ) relating to their guarantees (the “Guarantees”)resale by certain holders of the Offered Securities and to use its commercially reasonable efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Notes Offered Securities and the Guarantees attached thereto Exchange Securities are herein collectively referred to collectively as the “Securities.” The Company intends to use and the proceeds from the Offering, together Parent hereby agree with the New First Lien Term Loan Facility (several Purchasers as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).follows:

Appears in 1 contract

Sources: Purchase Agreement (Graphic Packaging Corp)

Introductory. Option Care Health, Inc.Banc of America Funding Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to BofA SecuritiesBanc of America Securities LLC (the "Underwriter"), Inc. (“BofAS”) and the other several Initial Purchasers named $_________________ principal amount of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the "Offered Certificates") having the Initial Purchasers”), acting severally and not jointly, the respective amounts Class Certificate Balances set forth in such Schedule A of $500,000,000 aggregate principal amount I (subject to an upward or downward variance, not to exceed 5%, of the Company’s 4.375% Senior Unsecured Notes due 2029 (precise Initial Class Certificate Balance or notional amount within such range to be determined by the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers Company in connection with the offering and sale of the Notes (the “Offering”its sole discretion). The Securities Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as defined belowthe "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of [fixed] interest rate mortgage loans having original terms to maturity of not more than ___ months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated __________ __, 20__, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." An election will be made to treat the assets of the Trust Estate as a real estate mortgage investment conduit (a "REMIC"). The Certificates are to be issued pursuant to an indenturea pooling and servicing agreement, to be dated as of October 27__________ __, 2021 20__ (the “Indenture”"Pooling Agreement"), among the Company, as depositor, ______________, as master servicer (the Guarantors (as defined below) "Master Servicer"), and Ankura Trust Company, LLC______________, as trustee (the "Trustee"). Notes The Offered Certificates will be issued only in book-entry form in the name denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, dated __________ __, 20__, among Banc of Cede & Co.America Securities LLC, as nominee of The Depository Trust Initial Purchaser and the Company (the “Depositary”"Purchase Agreement") pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction "Basic Documents.” The Company understands " Capitalized terms used herein that are not otherwise defined herein have the Initial Purchasers propose to make an offering of the Securities on the terms and meanings assigned thereto in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure PackagePooling Agreement.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Banc of America Funding Corp)

Introductory. Option Care HealthSummit Midstream Holdings, Inc.LLC, a Delaware corporation limited liability company (“Summit Midstream”) and Summit Midstream Finance Corp. ( “Finance Corp.” and, together with Summit Midstream, the “CompanyIssuers), proposes ) propose to issue and sell to BofA Securities▇▇▇▇▇▇▇ Lynch, Inc. Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“BofAS▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 300,000,000 aggregate principal amount of the Company’s 4.375% Issuers’ 7 ½% Senior Unsecured Notes due 2029 2021 (the “Notes”). BofAS ▇▇▇▇▇▇▇ ▇▇▇▇▇ has and Deutsche Bank Securities Inc., RBC Capital Markets, LLC and RBS Securities Inc. have agreed to act as the representative representatives of the several Initial Purchasers (the “Representatives” in connection with the offering and sale of the Notes (the “Offering”)Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27June 17, 2021 2013 (the “Indenture”), among the CompanyIssuers, Summit Midstream Partners, LP, a Delaware limited partnership (the “Parent Guarantor”), the Guarantors subsidiary guarantors listed on Schedule B hereto (as defined belowtogether with the Parent Guarantor, the “Guarantors”) and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Representatives, pursuant to which the Issuers and the Guarantors may be required to file with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use their best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal ofprincipal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” Guarantors and (ii) any subsidiary of the Company Summit Midstream formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”)assigns, pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Company intends to use Parent Guarantor has entered into that certain Contribution Agreement (the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below“Contribution Agreement”), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6June 4, 20192013, by and among HC Group Holdings IIwith Summit Midstream Partners Holdings, LLC, the Company a Delaware limited liability company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan FacilitySummit Holdings”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings IIBison Midstream, LLC, a Delaware limited liability company (“Bison”), pursuant to which Summit Holdings contributed all of the Company (formerly known as Bioscrip, Inc.) and membership interests in Bison to the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bankParent Guarantor, and the other lenders party thereto (as amended, modified or supplemented on or prior Parent Guarantor then further contributed such interests to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility Summit Midstream. The Parent Guarantor has entered into that certain Purchase and Sale Agreement (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Mountaineer Agreement”), dated as of June 4, 2013, with MarkWest Liberty Midstream & Resources, L.L.C., a Delaware limited liability company and a subsidiary of MarkWest Energy Partners, L.P., a Delaware limited partnership (“MarkWest”), pursuant to which MarkWest agreed to sell, and the Parent Guarantor agreed to acquire, certain natural gas gathering assets in Doddridge County, West Virginia. The Contribution Agreement, the Mountaineer Agreement, this Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has Issuers have prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandumPreliminary Offering Memorandum, dated October 20June 5, 2021 2013 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22June 12, 2021 2013 in the form attached hereto as Exhibit A (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Purchase Agreement (Summit Midstream Partners, LP)

Introductory. Option Care Health, Inc.Gladstone Investment Corporation, a Delaware corporation (the “Company”), proposes to issue Gladstone Management Corporation, a Delaware corporation (the “Adviser”), and sell to BofA SecuritiesGladstone Administration LLC, a Delaware limited liability company (the “Administrator”) each confirms the agreement with Jefferies & Company, Inc. (“BofASJefferies”) and each of the other several Initial Purchasers underwriters named in Schedule A (the “Initial PurchasersUnderwriters)) with respect to the issuance and sale by the Company to the several underwriters of an aggregate of 1,400,000 shares of its 7.125% Series A Cumulative Term preferred stock, acting severally and not jointly, the respective amounts set forth in such Schedule A of par value $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 .001 per share (the “NotesShares”). BofAS The 1,400,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 210,000 Shares as provided in Section 3. The additional 210,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies has agreed to act as the representative of the several Initial Purchasers Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Notes Offered Shares. The Company has entered into an Investment Advisory and Management Agreement, dated as of June 22, 2005 (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 (the “IndentureInvestment Advisory Agreement”), among with the Company, Adviser under the Guarantors (as defined below) and Ankura Trust Company, LLCInvestment Advisers Act of 1940, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if anyamended, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly rules and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns regulations thereunder (collectively, the “Guarantors”), pursuant to their guarantees (the “GuaranteesAdvisers Act”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offeringhas entered into an Administration Agreement, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6June 22, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 2005 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Administration Agreement”), with the Securities and the Indenture are referred to herein as the “Transaction Documents.” Administrator. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms has prepared and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form N-2, File No. 333-160720, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933 (1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be including all documents incorporated or deemed to have agreed that Securities may only be resold incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or otherwise transferred, after the date hereof, if such Securities are registered for sale Rule 430B under the Securities Act or if an exemption from the registration requirements of the Securities Act Act, is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (called the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).Registration

Appears in 1 contract

Sources: Underwriting Agreement (Gladstone Investment Corporation\de)

Introductory. Option Care Health, Inc.PPL Electric Utilities Corporation, a Delaware Pennsylvania corporation (the “Company”), proposes to issue and sell to BofA Securitiessell, Inc. (“BofAS”) and the other several Initial Purchasers Underwriters named in Schedule A Section 3 hereof (the “Initial PurchasersUnderwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the respective amounts terms and conditions set forth in such Schedule A of herein, $500,000,000 300,000,000 aggregate principal amount of the Company’s 4.375First Mortgage Bonds, 6.25% Senior Unsecured Notes Series due 2029 2039 (the “NotesBonds). BofAS has agreed ) to act be issued under an Indenture, dated as of August 1, 2001, between the representative Company and The Bank of the several Initial Purchasers in connection with the offering and sale of the Notes New York Mellon, as trustee thereunder (the “OfferingTrustee”), as previously amended and supplemented and as to be supplemented by Supplemental Indenture No. The Securities 10 relating to the Bonds (as defined below) will be issued pursuant to an indenturethe “Supplemental Indenture”), to be dated as of October 27May 1, 2021 2009 (such Indenture, as so supplemented, the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-158200-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under the Securities Act Rule 462(e) (“Rule 462(e)”) of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to (the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale Act Regulations”) under the Securities Act or if an exemption from of 1933, as amended (the “Securities Act”). Such registration statement covers the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A Bonds under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”))Act. The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the date of this Agreement is executed and deliveredAgreement, the Company will prepare and deliver file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to each Initial Purchaser be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering memorandum dated of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Final Offering MemorandumExchange Act)) which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Sources: Underwriting Agreement (PPL Electric Utilities Corp)

Introductory. Option Care Health, Verint Systems Inc., a Delaware corporation (the “Company”), proposes agrees with Deutsche Bank Securities Inc. (the “Representative”) and the several Underwriters named in Schedule A hereto (the “Underwriters”) subject to the terms and conditions stated herein, to issue and sell to BofA Securitiesthe several Underwriters, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (Underwriters agree to purchase from the “Initial Purchasers”)Company, acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate U.S.$350,000,000 principal amount of the Company’s 4.3751.50% Senior Unsecured Convertible Notes due 2029 2021 (“Firm Securities”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional $50,000,000 in aggregate principal amount of its 1.50% Senior Convertible Notes due 2021 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection Optional Securities” and, together with the offering and sale of the Notes (Firm Securities, the “OfferingOffered Securities”). The Offered Securities (as defined below) will be issued pursuant to under an indenture, to be dated as of October 27June 18, 2021 2014 as supplemented by a first supplemental indenture dated as of June 18, 2014 (as so supplemented, the “Indenture”), among in each case, between the Company and Wilmington Trust, National Association, as Trustee, and will be convertible on the terms, and subject to the conditions, set forth in the Indenture. The Offered Securities will be convertible into cash, shares of the Company’s common stock, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee par value $0.001 per share (the “TrusteeCommon Stock”). Notes will be issued only in book-entry form , or a combination of cash and Conversion Shares at the option of the Company as set forth in the name Indenture. As used herein, “Conversion Shares” means the shares of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premiumCommon Stock, if any, and interest on to be received by the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary holders of the Company formed or acquired after Offered Securities upon conversion of the Closing Date that executes an additional guarantee in accordance with Offered Securities pursuant to the terms of the Indenture. The Offered Securities and the Conversion Shares, if any, issuable upon conversion thereof will be offered and sold to the Underwriters without being registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions therefrom. Concurrently with the issue and sale of the Offered Securities, the Company proposes to issue and sell up to 5,000,000 shares of its Common Stock, or 5,750,000 shares of its Common Stock if the underwriters under the related underwriting agreement exercise their respective successors and assigns greenshoe option (collectively, the “Guarantors”), pursuant to their guarantees (the “GuaranteesShares”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the net proceeds from of the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) Offered Securities and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) toShares, among other things, provide $600 million of refinancing borrowings to repay outstanding debt under its revolving credit facility and extend its maturity to 2028 senior secured term loan (the “New First Lien Term Loan FacilityPaydown”). In connection with the offering of the Firm Securities, the Company is separately entering into convertible note hedge transactions and warrant transactions with one or more counterparties, which may include one or more of the Underwriters or their respective affiliates (each, a “Call Spread Counterparty”), in each case, pursuant to a convertible note hedge confirmation (each, a “Base Bond Hedge Confirmation”) and a warrant confirmation (each, a “Base Warrant Confirmation”), respectively, each dated the date hereof (the Base Bond Hedge Confirmations and the Base Warrant Confirmations, collectively, the “Base Call Spread Confirmations”), and (ii) amend in connection with the credit facility agreement dated as issuance of August 6, 2019, by and among HC Group Holdings II, LLCany Optional Securities, the Company and each Call Spread Counterparty may enter into an additional convertible note hedge transaction and an additional warrant transaction pursuant to an additional convertible note hedge confirmation (formerly known as Bioscripeach, Inc.an “Additional Bond Hedge Confirmation”) and an additional warrant confirmation (each, an “Additional Warrant Confirmation”), respectively, each to be dated the guarantors party thereto from time date on which the option granted to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, the Underwriters pursuant to Section 3 to purchase such Optional Securities is exercised (the Additional Bond Hedge Confirmations and the other lenders party thereto (as amendedAdditional Warrant Confirmations, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing TransactionsAdditional Call Spread Confirmations” and, together with the Base Call Spread Confirmations, the “Call Spread Confirmations”). In connection with the offering of the Firm Securities, the Company also intends to amend its credit facility by increasing the commitment under the revolving loan (the “Credit Facility Amendment”). The issuance and sale of the NotesOffered Securities and the Shares, the issuance of the Guarantees, the Refinancing Transactions as convertible note hedge transactions and warrant transactions described in the Pricing Disclosure Packageimmediately preceding paragraph, the Paydown and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing Credit Facility Amendment are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are collectively referred to herein as the “Transaction DocumentsConcurrent Transactions.” The Company understands that hereby confirms its engagement of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. as, and ▇▇▇▇▇▇▇, Sachs & Co. hereby confirms its agreement with the Initial Purchasers propose Company to make an offering render services as, a “qualified independent underwriter” within the meaning of Rule 5121 of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Financial Industry Regulatory Authority (as defined below“FINRA”) and agrees that the Initial Purchasers may resell, subject with respect to the conditions set forth herein, all or a portion offering and sale of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth Offered Securities. ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., in the Pricing Disclosure Package (the first time when sales of the Securities are made its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “Time of SaleQIU). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (hereby agrees with the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to several Underwriters as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).follows:

Appears in 1 contract

Sources: Underwriting Agreement (Verint Systems Inc)

Introductory. Option Care Health, (a) Howmet Aerospace Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A I hereto (the “Initial PurchasersUnderwriters”), for whom you (the “Representative”) are acting severally and not jointlyas representative, the respective amounts set forth in such Schedule A of $500,000,000 an aggregate principal amount of the Company’s 4.375$1,200,000,000 of its 6.875% Senior Unsecured Notes notes due 2029 2025 (the “NotesSecurities”). BofAS has agreed , to act be issued under the indenture dated as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes September 30, 1993 (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 (the “Original Indenture”), among between the Company, the Guarantors (as defined below) Company and Ankura The Bank of New York Mellon Trust Company, LLCN.A., as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository successor to J.▇. ▇▇▇▇▇▇ Trust Company (the “Depositary”) pursuant to a letter of representationsCompany, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company National Association (formerly known as BioscripChase Manhattan Trust Company, Inc.) National Association), as supplemented by the first supplemental indenture dated as of January 25, 2007 between the Company and the guarantors party thereto from time to timeTrustee, and Bank the second supplemental indenture dated as of AmericaJuly 15, N.A., as administrative agent, 2008 between the Company and the other lenders party thereto governing Trustee, the Company’s existing first lien term loan facility fourth supplemental indenture dated as of December 31, 2017 and the fifth supplemental indenture dated as of April 16, 2020 (as amendedso supplemented, modified or supplemented on the “Indenture”) between the Company and the Trustee. Certain terms of the Securities will be established pursuant to an officers’ certificate pursuant to Section 301 of the Indenture (the “Officers’ Certificate”). (b) At or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are were first made is referred to as (the “Time of Sale”). The , the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus Supplement dated April 22, 2020 and accompanying base prospectus dated April 16, 2020 (together, the “Preliminary Prospectus”), as filed by the Company pursuant to Rule 424(b)(3) of the Securities are to be offered Act of 1933, as amended, and sold to or through the Initial Purchasers without being registered with rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (the “Act”), and each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) identified in Schedule II hereto, including the final term sheet filed with the Commission pursuant to Rule 433 under the Act of 1933 and attached hereto as Schedule III (as amended, the “Final Term Sheet”). (c) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), contemplated hereby (including in reliance upon exemptions therefrom. Pursuant to connection with determining the terms of the Securities offering) and not as a financial advisor or a fiduciary to, or an agent of, the IndentureCompany or any other person. Additionally, investors who acquire Securities shall be deemed neither the Representative nor any other Underwriter is advising the Company or any other person as to have agreed that Securities may only be resold any legal, tax, investment, accounting or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”))regulatory matters in any jurisdiction. The Company has prepared shall consult with its own advisors concerning such matters and delivered to each Initial Purchaser copies shall be responsible for making its own independent investigation and appraisal of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”)transactions contemplated hereby, and has prepared and delivered the Underwriters shall have no responsibility or liability to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing Company with respect thereto. Any review by the terms Underwriters of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and deliveredCompany, the Company transactions contemplated hereby or other matters relating to such transactions will prepare be performed solely for the benefit of the Underwriters and deliver to each Initial Purchaser a final offering memorandum dated shall not be on behalf of the date hereof (the “Final Offering Memorandum”)Company.

Appears in 1 contract

Sources: Underwriting Agreement (Howmet Aerospace Inc.)

Introductory. Option Care HealthDUKE ENERGY INDIANA, Inc.LLC, a Delaware corporation an Indiana limited liability company (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 300,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 First Mortgage Bonds, Series BBBB, 5.25%, Due March 1, 2034 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “OfferingBonds”). The Securities (as defined below) Bonds will be issued pursuant to under and secured by an indentureIndenture of Mortgage or Deed of Trust, to be dated as of October 27September 1, 2021 1939 (the “IndentureOriginal Mortgage”), among between the Company, the Guarantors (as defined below) Company and Ankura Deutsche Bank National Trust Company, LLC, as successor trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (supplemented and amended from time to time, including by the “Depositary”) pursuant to a letter of representationsSeventy-Second Supplemental Indenture, to be dated on or before as of March 1, 2024 (the Closing Date “Supplemental Indenture” and together with the Original Mortgage (as defined supplemented and amended) the “First Mortgage Indenture”). BNP Paribas Securities Corp., Citigroup Global Markets Inc., Mizuho Securities USA LLC and TD Securities (USA) LLC (the “Representatives”) are acting as representatives of the several underwriters named in Section 2 hereofSchedule A hereto (together with the Representatives, the “Underwriters”). The payment of principal of, premium, if any, Company understands that the several Underwriters propose to offer the Bonds for sale upon the terms and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally conditions contemplated by (i) the entities listed on the signature pages hereof as “Guarantors” this Agreement and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectivelyBase Prospectus, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes Preliminary Prospectus and the Guarantees attached thereto are herein collectively referred Permitted Free Writing Prospectus (each as defined below) issued at or prior to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility Applicable Time (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and documents referred to in the foregoing subclause (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Duke Energy Indiana, LLC)

Introductory. Option Care HealthPrologis, Inc.L.P., a Delaware corporation limited partnership (the “CompanyIssuer”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A hereto (the “Initial Purchasers”Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount of the CompanyIssuer’s 4.3753.000% Senior Unsecured Notes due 2029 2026 (the “NotesDebt Securities”). BofAS has ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇.▇. ▇▇▇▇▇▇ Securities plc, ▇▇▇▇▇▇▇ ▇▇▇▇▇ International and The Royal Bank of Scotland plc, have agreed to act as the representative lead managers of the several Initial Purchasers Underwriters (in such capacity, the “Lead Managers”) in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) ). The Securities will be issued pursuant to an indenture, to be dated as of October 27June 8, 2021 2011 (the “Base Indenture”), among the CompanyIssuer, Prologis, Inc., a Maryland corporation, as the Guarantors parent guarantor (as defined below) the “Parent Guarantor”), and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of June 8, 2011 (the “First Supplemental Indenture”), the second supplemental indenture, dated as of June 8, 2011 (the “Second Supplemental Indenture”), the third supplemental indenture, dated as of June 8, 2011 (the “Third Supplemental Indenture”), the fourth supplemental indenture, dated as of June 8, 2011 (the “Fourth Supplemental Indenture”), the fifth supplemental indenture, dated as of August 15, 2013 (the “Fifth Supplemental Indenture”), the sixth supplemental indenture, dated as of December 3, 2013 (the “Sixth Supplemental Indenture”), and the seventh supplemental indenture, dated as of February 20, 2014 (the “Seventh Supplemental Indenture,” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, the “Indenture”), among the Issuer, the Parent Guarantor, the Trustee and Elavon Financial Services Limited, as paying agent (the “Paying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. Notes The Securities will be issued only in book-entry form and registered in the name of Cede & Co.a common depositary or its nominee on behalf of Clearstream Banking, société anonyme, Luxembourg (“Clearstream”) and Euroclear Bank S.A./N.V., as nominee operator of The Depository Trust Company the Euroclear System (“Euroclear”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “DepositaryGuarantees” and, together with the Debt Securities, the “Securities) pursuant to a letter of representations), to be dated on or before each holder of Debt Securities, (i) the Closing Date (as defined in Section 2 hereof). The full and prompt payment of the principal of, of and any premium, if any, on any Debt Securities when and interest on as the Notes will be guaranteed on a senior unsecured basissame shall become due, jointly and severally whether at the maturity thereof, by (i) the entities listed on the signature pages hereof as “Guarantors” acceleration, redemption or otherwise and (ii) the full and prompt payment of any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, interest on any Debt Securities when and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securitiessame shall become due and payable.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Prologis, L.P.)

Introductory. Option Care HealthIntegrated Circuit Systems, Inc., a Delaware Pennsylvania corporation (the "Company"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the "Initial Purchasers”), acting severally and not jointly, ") the respective principal amounts set forth in such Schedule A hereto of U.S. $500,000,000 100,000,000 aggregate principal amount of the Company’s 4.375its 11 1/2% Senior Unsecured Subordinated Notes due 2029 Due 2009 (the "Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”"). The Securities (as defined below) will Notes are to be issued pursuant to an indenture, indenture to be dated as of October 27May 11, 2021 1999 (the "Indenture"), among between the Company, the Guarantors (as defined below) guarantors named therein and Ankura Chase Manhattan Trust Company, LLCNational Association, as trustee (the “Trustee”). , which Notes will be issued only in book-entry form in the name of Cede & Co.unconditionally guaranteed by ICS Technologies, as nominee of The Depository Trust Company Inc., ICST Inc. and Microclock, Inc. (the “Depositary”) pursuant to a letter of representations"Guarantors," and together with the Company, to be dated on or before the Closing Date (as defined in Section 2 hereof"Issuers"). The payment For purposes of principal ofthis agreement, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on term "Offered Securities" means the signature pages hereof as “Guarantors” Notes, together with the guarantees (the "Guarantees") thereof by the Guarantors and (ii) any subsidiary references to "Subsidiaries" or "subsidiaries" of the Company formed or acquired after shall include the Closing Date that executes an additional guarantee in accordance with the terms direct and indirect subsidiaries of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”)Company. The Notes and the Guarantees attached thereto are United States Securities Act of 1933 is herein collectively referred to as the “Securities"Securities Act.” The Company intends " Pursuant to use and in furtherance of the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) Agreement and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement Plan of Merger dated as of August 6January 20, 20191999, as amended by Amendment No. 1 to the Agreement and Plan of Merger dated as of February 16, 1999 (the "Recapitalization Agreement"), by and among HC Group Holdings II, LLC, the Company between ICS Merger Corp. (formerly known as Bioscrip, Inc."Merger Corp.") and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings (i) Merger Corp. will be established and extend its maturity to 2028 merged into the Company (the “New First Lien Term Loan Facility”"Merger"), and with the Company as the surviving corporation, (ii) amend an equity investment of $40.0 million (the "Equity Investment") will be made by ▇▇▇▇ Capital, Inc. and Bear, ▇▇▇▇▇▇▇ & Co. Inc. or one or more of their respective affiliates and certain other investors (the "Investors") and certain management investors and existing shareholders will convert certain outstanding shares of common stock and options of the Company before the Merger (the "Rollover Equity") into common stock and options of the Company following the consummation of the Merger (collectively with the Investors, the "Equity Investors"), (iii) the Issuers will issue and sell the Offered Securities, (iv) the Company will enter into a new secured global credit facility agreement dated as consisting of August 6, 2019, by an aggregate of $70 million of term loan facilities and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending an aggregate $25 million revolving credit facility (the “ABL "New Credit Facility") to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to agents and lenders named therein, and the Company will make initial borrowings of approximately $77.4 million thereunder, (v) the existing issued and outstanding capital stock of the Company (other than the Rollover Equity) (the "Shares") will be redeemed and/or repurchased, for aggregate cash consideration of $265.9 million, (vi) the Company will repay in full all of the Existing Indebtedness, as defined in the New First Lien Term Loan Facility Credit Facility, and (collectivelyvii) the Company will pay reasonable fees and expenses (including, without limitation, reasonable fees of outside counsel) in connection with the “Refinancing Transactions”foregoing in an amount not to exceed $17.5 million (all such transactions, including the Merger, shall be referred to in this Agreement as the "Recapitalization"). The issuance and sale net proceeds of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resellNotes will be used, subject to the conditions set forth herein, all or together with a portion of the borrowings under the New Credit Facility, the existing cash on hand of the Company and the Equity Investment to finance the Recapitalization. As a result of the Recapitalization, (i) the Equity Investors will own all of the outstanding capital stock of the Company, (ii) the Company's common stock will no longer be traded on the Nasdaq National Market and (iii) the registration of the Company's common stock under the Securities to purchasers Exchange Act of 1934, as amended (the “Subsequent Purchasers”"Exchange Act") on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)will be terminated. The Offered Securities are to will be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions an exemption therefrom. Pursuant to the terms of the Offered Securities and the Indenture, the Initial Purchasers and investors who that acquire Securities shall be deemed to have agreed that Offered Securities may only be resold resell or otherwise transferred, after the date hereof, transfer such Offered Securities if such Offered Securities are hereafter registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including including, without limitation, the exemptions exemption afforded by Rule 144A 144A, Rule 144 or Regulation S of the rules and regulations under the Securities Act). Holders of the Offered Securities (including the Initial Purchasers and their direct and indirect transferees) will be entitled to the benefits of a Registration Rights Agreement dated the Closing Date, among the Issuers and the Initial Purchasers (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior subordinated notes of the Company (together with the applicable subsidiary guarantees, the "Exchange Notes"), which are identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions and interest rate increase) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 144A”) or Regulation S 415 under the Securities Act Act. This Agreement, the Indenture, the Offered Securities, the Exchange Notes, the Registration Rights Agreement, all material agreements and instruments relating to the Merger (“Regulation S”)). The Company has prepared including, but not limited to, the Recapitalization Agreement and delivered the Articles of Merger to each Initial Purchaser copies be filed with the Department of a preliminary offering memorandum, dated October 20, 2021 State of the Commonwealth of Pennsylvania on the Closing Date (the “Preliminary Offering Memorandum”"Articles of Merger")), and has prepared the New Credit Facility and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing agreements creating security interests in the terms assets of the SecuritiesCompany for the benefit of the holders of indebtedness arising under the New Credit Facility (together with the New Credit Facility, each for use by such Initial Purchaser the "Bank Agreement") are sometimes referred to in connection with its solicitation of offers to purchase this Agreement, individually, as a "Transaction Document" and, collectively, as the Securities. "Transaction Documents." The Preliminary Offering Memorandum transactions that comprise the Recapitalization (including the Merger and the Pricing Supplement issuance and sale of the Offered Securities) are herein sometimes referred to in this Agreement, individually, as a "Transaction" and collectively, as the “Pricing Disclosure Package"Transactions.” Promptly after this Agreement is executed " Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). Each of the Issuers, jointly and deliveredseverally, hereby agrees with the Company will prepare and deliver to each several Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).Purchasers as follows:

Appears in 1 contract

Sources: Purchase Agreement (Microclock Inc)

Introductory. Option Care Health, Inc.TRIP Rail Master Funding LLC (in the process of changing its name to Triumph Rail LLC), a Delaware corporation limited liability company (the “CompanyIssuer”), proposes a wholly owned subsidiary of TRIP Rail Holdings LLC (“TRIP Holdings”) (who will contribute all of its membership interests in the Issuer to Triumph Rail Holdings LLC (“Triumph Holdings”) on June 15, 2021), a joint venture among Trinity Industries Leasing Company (“TILC”), a minority member of TRIP Holdings, and other members that are unaffiliated with TILC, proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse Securities (USA) LLC (“CS”), ▇▇▇▇▇ Fargo Securities LLC (“▇▇▇▇▇ Fargo”), Credit Agricole Securities (USA) Inc. (“CA”), Deutsche Bank Securities Inc. (“DB”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“MS”), BofA Securities, Inc. (“BofASBofA”) and the other several Fifth Third Securities, Inc. (“Fifth Third”) (each, an “Initial Purchasers named in Schedule A (Purchaser” and collectively, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) U.S. $500,000,000 aggregate 535,038,000 principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the its Series 2021-2 Class A Green Secured Railcar Equipment Notes (the “OfferingClass A Notes). The Securities ) and U.S. $25,392,000 principal amount of its Series 2021-2 Class B Green Secured Railcar Equipment Notes (as defined belowthe “Class B Notes” and, together with the Class A Notes, the “Offered Notes”) will to be issued pursuant to an indenturethe Master Indenture (the “Master Indenture”), to be dated as of October 27supplemented by the Series 2021-2 Supplement thereto (the “Series 2021-2 Supplemental Indenture” and, 2021 (together with the Master Indenture, the “Indenture”), among each to be dated on or about June 15, 2021, between the Company, the Guarantors (as defined below) Issuer and Ankura Trust Company, LLCU.S. Bank National Association, as indenture trustee (the “Trustee”). Notes will be issued only in book-entry form in the name The United States Securities Act of Cede & Co.1933, as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement thereunder are herein referred to as the “Pricing Disclosure PackageSecurities Act.” Promptly after this Agreement is executed and delivered, Capitalized terms used but not defined herein shall have the Company will prepare and deliver meanings given to each Initial Purchaser a final offering memorandum dated such terms in the date hereof Offering Circular (the “Final Offering Memorandum”as defined below).

Appears in 1 contract

Sources: Note Purchase Agreement (Trinity Industries Inc)

Introductory. Option Care HealthGE Equipment Midticket LLC, Inc., a Delaware corporation Series [ ] (the “Company”), proposes to issue and sell to BofA SecuritiesCEF Equipment Holding, Inc. L.L.C. (“BofASCEFEH” or the “Seller”), General Electric Capital Corporation (“GECC”) and General Electric Credit Corporation of Tennessee (“GECC Tennessee” and together with GECC, the “Originators”) propose to cause the sale of the GE Equipment Midticket LLC, Series [ ] Asset Backed Notes, consisting of the Class A Notes (the “Class A Notes”), the Class B Notes (the “Class B Notes”) and the other several Initial Purchasers named in Schedule A Class C Notes (the “Initial Purchasers”)Class C Notes” and together with the Class A Notes and the Class B Notes, acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the The Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indentureIndenture, to be dated as of October 27, 2021 [ ] (the “Indenture”), among between the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC[ ], as indenture trustee (the “Indenture Trustee”). The Notes will be issued only in book-entry form an aggregate initial principal amount of [ ]. The Notes are being purchased by the entities specified in the name of Cede & Co., as nominee of The Depository Trust Company Schedule I hereto (each an “Underwriter,” and together the “DepositaryUnderwriters) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on secured by the Collateral, including without limitation, a senior unsecured basispool of equipment loans and finance leases secured by transportation equipment, jointly industrial equipment, construction equipment, furniture and severally by fixtures, maritime assets, technology and telecommunications equipment or other equipment (iincluding medical and dental equipment and IT equipment) and the entities listed on related security interests in the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns equipment financed thereby (collectively, the “GuarantorsLoans”) and certain rights under the Interest Rate Swap Agreements, each to be dated [ ] (the “Interest Rate Swap Agreements”), pursuant between the Company and General Electric Capital Services, Inc. (“GECS” or the “Swap Counterparty”). Pursuant to their guarantees a Loan Sale Agreement, dated as of [ ] (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Sale Agreement”), among CEFEH, GECC and GECC Tennessee, GECC and GECC Tennessee will sell the Securities Loans to CEFEH. Pursuant to a Loan Purchase and the Indenture are referred to herein Sale Agreement, dated as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers [ ] (the “Subsequent PurchasersLoan Purchase and Sale Agreement”) on between CEFEH and the Company, CEFEH will sell, transfer and convey to the Company, without recourse, all of its right, title and interest in the Loans. Pursuant to the Servicing Agreement, to be dated as of [ ] (the “Servicing Agreement”) between GECC, as servicer and the Company, GECC will service the Loans. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Indenture. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amendedClass A Notes shall bear interest at [ ]% per annum, the “Securities Act,” which term, as used herein, includes Class B Notes shall bear interest at the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities then applicable One-Month LIBOR plus [ ]% per annum and the Indenture, investors who acquire Securities Class C Notes shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after bear interest at the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Packagethen applicable One-Month LIBOR plus [ ]% per annum.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Cef Equipment Holding LLC)

Introductory. Option Care HealthGenesis Energy, Inc.L.P., a Delaware limited partnership (the “Partnership”), and Genesis Energy Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “CompanyIssuers”), proposes propose to issue and sell to BofA Securities, Deutsche Bank Securities Inc. (“BofASDeutsche Bank) ), BMO Capital Markets Corp. (“BMO”), Citigroup Global Markets Inc. (“Citi”), RBC Capital Markets, LLC (“RBC”), ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇, Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 100,000,000 aggregate principal amount of the CompanyPartnership’s 4.3757 7/8% Senior Unsecured Notes due 2029 2018 (the “Notes”). BofAS has Deutsche Bank, BMO, Citi, RBC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ have agreed to act as the representative representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”)Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be as additional notes under the Indenture dated as of October 27November 18, 2021 2010 (as amended or supplemented from time to time, the “Indenture”), among the CompanyIssuers, the Guarantors (as defined below) and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”), pursuant to which, on November 18, 2010, the Issuers issued $250,000,000 aggregate principal amount of 7 7/8% Senior Notes due 2018. The Notes and the notes previously issued on November 18, 2010 will be deemed to be in the same series of notes under the Indenture. The Notes will be issued initially only in book-entry permanent global form in the name of Cede & Co., as nominee of The Depository Trust Company Partnership (the “Depositary”) pursuant to a letter of representationsrepresentations dated November 17, 2010 (the “DTC Agreement”) from the Issuers to the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated on or before as of February 1, 2012 (the Closing Date “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in Section 2 hereof)exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary Subsidiary (as defined below) of the Company Partnership formed or acquired after the Closing Date that executes an additional guarantee a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached related thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) ”; and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, Exchange Notes and the other lenders party Guarantees related thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are herein collectively referred to herein collectively, as the “TransactionsExchange Securities.” This Purchase Agreement (“Agreement”), the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has Issuers have prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandumPreliminary Offering Memorandum, dated October 20January 27, 2021 2012 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22January 27, 2021 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. Each of the Issuers and the Guarantors hereby confirms its agreements with the Initial Purchasers as follows:

Appears in 1 contract

Sources: Purchase Agreement (Genesis Energy Lp)

Introductory. Option Care Health, iStar Inc., a Delaware Maryland corporation (the “Company”), proposes to issue and sell to confirms its agreement with BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A hereto (collectively, the “Initial PurchasersUnderwriters”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $500,000,000 400,000,000 aggregate principal amount of the Company’s 4.3755.500% Senior Unsecured Notes due 2029 2026 (the “NotesSecurities”). BofAS has agreed to act as the representative of the several Initial Purchasers Underwriters (the “Representative”) in connection with the offering and sale of the Notes (the “Offering”)Securities. The Securities (as defined below) will be issued pursuant to an indentureIndenture, to be dated as of October 27February 5, 2021 (2001, between the “Indenture”), among the Company, the Guarantors (as defined below) Company and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Thirty-fifth Supplemental Indenture, to be dated as of September 1, 2020, between the Company and the Trustee relating to the Securities (such supplemental indenture, the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Notes The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on among the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectivelyCompany, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes Trustee and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the OfferingDepositary. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit This Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Istar Inc.)

Introductory. Option Care Health, Inc.NorthWestern Corporation, a Delaware corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) U.S. $500,000,000 aggregate 250,000,000 principal amount of the Company’s 4.375its 6.34% Senior Unsecured Notes First Mortgage Bonds due 2029 2019 (the Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “OfferingOffered Securities”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act”. The Offered Securities are to be issued under the Mortgage and Deed of Trust, dated as of October 1, 1945, of the Company (as defined belowsuccessor to NorthWestern Energy, L.L.C., in turn successor to The Montana Power Company) will be issued pursuant to an The Bank of New York Mellon (formerly The Bank of New York) (as successor to Guaranty Trust Company of New York), as corporate trustee (the “Trustee”), and M▇▇▇ ▇▇▇▇ (as indirect successor to A▇▇▇▇▇ ▇. ▇▇▇▇▇), as individual trustee, as amended and supplemented by various instruments including the supplemental indenture, to be dated as of October 27, 2021 (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereofherein) (the “Supplemental Indenture”). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with establishing the terms of the IndentureOffered Securities, such Mortgage and their respective successors Deed of Trust, as so amended and assigns (collectivelysupplemented, being hereinafter called the “GuarantorsMortgage”. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the Closing Date, among the Company and the Purchasers (the “Registration Rights Agreement”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, which the Company intends will agree to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or file a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered registration statement with the Securities and Exchange Commission (the “Commission”) registering an exchange offer or the resale of the Offered Securities under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (hereby agrees with the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to several Purchasers as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).follows:

Appears in 1 contract

Sources: Purchase Agreement (Northwestern Corp)

Introductory. Option Care Health, Alere Inc., a Delaware corporation (formerly, Inverness Medical Innovations, Inc., the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers initial purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) $500,000,000 400,000,000 aggregate principal amount of the Company’s 4.375its 8.625% Senior Unsecured Notes senior subordinated unsecured notes due 2029 2018 (the “ Original Notes”). BofAS has The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior subordinated unsecured basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The respective principal amounts of the Original Notes to be so purchased by the several Initial Purchasers are set forth opposite their names in Schedule A hereto. The Original Notes are to be issued under an indenture dated as of May 12, 2009 (the “Base Indenture”) as supplemented by a ninth supplemental indenture (collectively, the “Indenture”) to be dated as of the Closing Date (as defined below), by and between the Issuers and U.S. Bank National Association, as Trustee (the “Trustee”). ▇▇▇▇▇▇▇▇▇ & Company, Inc. (“Jefferies”), ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (“GS”) and Citigroup Global Markets Inc. (“Citi”) have agreed to act as the representative representatives of the several Initial Purchasers (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Purchase Agreement (Alere Inc.)

Introductory. Option Care Health, Inc.Instinet Group Incorporated, a Delaware corporation (the “Company”"COMPANY"), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A hereto (the “Initial Purchasers”)"UNDERWRITERS") 29,500,000 shares ("FIRM SECURITIES") of its common stock, acting severally $0.01 par value per share ("SECURITIES") and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not jointly, the respective amounts more than 4,425,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth in such Schedule A of $500,000,000 aggregate principal amount below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES." As part of the Company’s 4.375% Senior Unsecured Notes due 2029 offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the “Notes”). BofAS "CSFBC") has agreed to act as the representative reserve out of the several Initial Purchasers in connection with the offering Firm Securities purchased by it under this Agreement up to 2,212,500 shares, for sale to directors, officers and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indentureemployees of, to be dated as of October 27and other parties associated with, 2021 (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Companyits ultimate parent, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if anyReuters Group PLC, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary various of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns subsidiaries (collectively, the “Guarantors”"PARTICIPANTS"), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package Prospectus (as defined herein) under the heading "Underwriting" (the first time when sales of the Securities are made is referred to as the “Time of Sale”"DIRECTED SHARE PROGRAM"). The Firm Securities are to be offered and so sold to or through Participants pursuant to the Initial Purchasers without being registered with the Securities and Exchange Commission Directed Share Program (the “Commission”"DIRECTED SHARES") under will be sold pursuant to this Agreement at the Securities Act of 1933 (as amended, public offering price. Any Directed Shares not subscribed for by Participants by the “Securities Act,” which term, as used herein, includes the rules and regulations end of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after business day on which this Agreement is executed and delivered, will be offered to the public by the Underwriters as set forth in the Prospectus. The Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated hereby agrees with the date hereof (the “Final Offering Memorandum”).several Underwriters as follows:

Appears in 1 contract

Sources: Underwriting Agreement (Instinet Group LLC)

Introductory. Option Care Health, Inc.InSight Health Services Corp., a Delaware corporation (the Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A Banc of America Securities LLC (the “Initial PurchasersPurchaser”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 25,000,000 aggregate principal amount of the Company’s 4.3759 7/8% Senior Unsecured Subordinated Notes due 2029 Due 2011 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the The Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an that certain indenture, to be dated as of October 2730, 2021 (the “Indenture”)2001, among the Company, the Guarantors (as defined below) and Ankura U.S. Bank Trust Company, LLCNational Association (successor to State Street Bank and Trust Company N.A.), as trustee (the “Trustee”)) as supplemented through the date hereof (the “Existing Indenture”) and as further supplemented pursuant to that certain supplemental indenture to be dated as of March 8, 2004 (the “Supplemental Indenture” and together with the Existing Indenture, the “Indenture”) among the Company, the Guarantors and the Trustee. Notes will be issued only in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to in accordance with a letter of representations, to be dated on or before as of the Closing Date (as defined in Section 2 hereof2), to be entered into in connection with the issuance of the Securities (the “DTC Letter of Representations”) between the Company and the Depositary. The payment of principal of, premiumpremium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes will be and the Exchange Notes (as defined below) will, upon issuance of the Notes, become fully and unconditionally guaranteed on a senior subordinated and unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as InSight Health Services Holdings Corp. (Guarantors” and Holdings”), (ii) each of the Company’s directly and indirectly wholly-owned subsidiaries listed in Schedule B attached hereto, and (iii) any wholly-owned or other subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns of Holdings and the subsidiaries of the Company referred to in (ii) and (iii) above (collectively, the “Guarantors,” and the subsidiaries referred to in (ii) and (iii) above, the “Subsidiary Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchaser pursuant to which the Company intends and the Guarantors agree to use file, within 240 days of the proceeds from the OfferingClosing Date, together a registration statement with the New First Lien Term Loan Facility Securities and Exchange Commission (the “Commission”) registering the Exchange Securities under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). Concurrent with the offering, the Company is entering into a third amendment, waiver and consent to its Existing Credit Agreement (defined below) and cash on hand(the “Bank Amendment”), to refinance borrowings outstanding under facilitate the Existing First Lien Term Loan Facility financing of the proposed acquisition (the “CMI Acquisition”) by the Company of 22 diagnostic imaging centers as described in the Offering Memorandum (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose Purchaser proposes to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Offering Memorandum (as defined below) and agrees that the Initial Purchasers Purchaser may resellsell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on at any time after the terms set forth in the Pricing Disclosure Package (the first time when sales date of the Securities are made is referred to as the “Time of Sale”)this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers Purchaser without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the The terms of the Securities and the Indenture, Indenture will require that investors who that acquire Securities shall be deemed to have agreed expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each the Initial Purchaser copies of a preliminary offering memorandum, dated October 20February 25, 2021 2004 (the “Preliminary Offering Memorandum,” it being understood that no financial statements of the business to be acquired in the CMI Acquisition have been included in the Preliminary Offering Memorandum), and has prepared and delivered will deliver to each the Initial Purchaser Purchaser, copies of a Pricing Supplement, dated October 22, 2021 the Offering Memorandum (the “Pricing Supplement”defined below), describing the terms of the Securities, each for use by such the Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The As used herein, the “Offering Memorandum” shall mean, with respect to any date or time referred to in this Agreement, the offering memorandum, dated February 26, 2004 including amendments or supplements thereto, any exhibits thereto and the Incorporated Documents (as defined in Section 1 below), in the most recent form that has been prepared and delivered by the Company to the Initial Purchaser in connection with its solicitation of offers to purchase Securities. Further, any reference to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 3) furnished by the Company prior to the completion of the distribution of the Securities. All references in this Agreement to financial statements and other information which is “contained,” “included” or “stated” in the Offering Memorandum (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Offering Memorandum; all references in this Agreement to amendments or supplements to the Offering Memorandum shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) which is incorporated or deemed to be incorporated by reference in the Offering Memorandum; and all references in this Agreement to the Transaction Documents shall be deemed to mean and include this Purchase Agreement, the Registration Rights Agreement, the Indenture, the Securities and the Pricing Supplement are DTC Letter of Representations. References herein referred to as the Pricing Disclosure Package.SubsidiariesPromptly after this Agreement is executed and deliveredshall mean each corporation, partnership, limited liability company, joint venture or other entity in which (i) the Company will prepare owns, directly or indirectly, 50% or more of the outstanding voting securities or equity interests or (ii) the Company or any Subsidiary is the sole general partner or the sole managing member. Each of the Company and deliver to each the Guarantors hereby confirms its respective agreement with the Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).as follows:

Appears in 1 contract

Sources: Purchase Agreement (Insight Health Services Holdings Corp)

Introductory. Option Care Health, Inc.PPL Electric Utilities Corporation, a Delaware Pennsylvania corporation (the “Company”), proposes to issue and sell to BofA Securitiessell, Inc. (“BofAS”) and the other several Initial Purchasers Underwriters named in Schedule A Section 3 hereof (the “Initial PurchasersUnderwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the respective amounts terms and conditions set forth in such Schedule A of herein, $500,000,000 250,000,000 aggregate principal amount of the Company’s 4.375First Mortgage Bonds, 5.20% Senior Unsecured Notes Series due 2029 2041 (the “NotesBonds). BofAS has agreed ) to act be issued under an Indenture, dated as of August 1, 2001, between the representative Company and The Bank of the several Initial Purchasers in connection with the offering and sale of the Notes New York Mellon, as trustee thereunder (the “OfferingTrustee”), as previously amended and supplemented and as to be supplemented by Supplemental Indenture No. The Securities 12 relating to the Bonds (as defined below) will be issued pursuant to an indenturethe “Supplemental Indenture”), to be dated as of October 27July 1, 2021 2011 (such Indenture, as so supplemented, the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-158200-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under the Securities Act Rule 462(e) (“Rule 462(e)”) of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to (the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale Act Regulations”) under the Securities Act or if an exemption from of 1933, as amended (the “Securities Act”). Such registration statement covers the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A Bonds under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”))Act. The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the date of this Agreement is executed and deliveredAgreement, the Company will prepare and deliver file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to each Initial Purchaser be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering memorandum dated of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Final Offering MemorandumExchange Act)) which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Sources: Underwriting Agreement (PPL Corp)

Introductory. Option Care Health, A▇▇▇▇-▇▇▇▇▇▇▇▇ Energy Inc., a Delaware corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to BofA Securities, Inc. RBC Capital Markets Corporation (“BofASRBC”) and the other several Initial Purchasers named in Schedule A M▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Inc (“M▇▇▇▇▇ ▇▇▇▇▇▇” and collectively with RBC, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) $500,000,000 250,000,000 aggregate principal amount of the Company’s 4.375its 8.50% Senior Unsecured Notes due 2029 2017 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 indenture (the “Indenture”)) dated January 18, 2006 among the Company, the Guarantors (as defined below) and Ankura Trust CompanyW▇▇▇▇ Fargo Bank, LLCN.A., as trustee (the “Trustee”). Notes will be Securities issued only in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC” or the “Depositary”) pursuant to a letter DTC Blanket Letter of representationsRepresentations, to be dated on as of or before prior to the Closing Date (as defined in Section 2 hereof2) (the “DTC Agreement”), from the Company to the Depositary. The payment of principal ofCompany’s obligations under the Notes, premiumthe Exchange Notes (as defined below) and the Indenture will be, if anyjointly and severally, and interest on the Notes will be guaranteed unconditionally guaranteed, on a senior unsecured basis, jointly and severally by (i) each of the entities Company’s domestic subsidiaries as of the date hereof, which are listed on the signature pages hereof as “Guarantors” Schedule B hereto, and (ii) any subsidiary of the Company formed or acquired on or after the Closing Date that executes the Indenture or a supplemental indenture setting forth an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees included in the Indenture (the “Guarantees”). The Notes and the Guarantees attached thereto thereof are herein collectively referred to as the “Securities.” The Company intends to use ”; and the proceeds from the Offering, together with the New First Lien Term Loan Facility Exchange Notes (as defined below) and cash on handthe Guarantees thereof are herein collectively referred to as the “Exchange Securities.” The holders of the Securities will be entitled to the benefits of a registration rights agreement to be dated as of the Closing Date (the “Registration Rights Agreement”) among the Company, the Guarantors and the Initial Purchasers, pursuant to refinance borrowings outstanding which the Company and each of the Guarantors will agree to file with the Securities and Exchange Commission (the “SEC”), under the Existing First Lien Term Loan Facility (as defined below)circumstances set forth therein, and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate a registration statement under the existing first lien credit facility agreement dated as Securities Act of August 61933, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior relating to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 an offer (the “New First Lien Term Loan FacilityExchange Offer), ) to exchange another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) and (ii) amend to the credit facility agreement dated as extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of August 6the Securities Act relating to the resale by certain holders of the Notes. The Securities Act of 1933, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align together with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance rules and sale regulations of the NotesSEC promulgated thereunder, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are is referred to herein as the “Transaction DocumentsSecurities Act.” As more fully described in the Preliminary Offering Memorandum and in the Offering Memorandum (as each term is defined below), the Company purchased substantially all of the assets of Oil & Gas Rental Services, Inc. (“Oil & Gas Rental”) on December 18, 2006. The purchase by the Company of substantially all of the assets of Oil & Gas Rental, as described in the Preliminary Offering Memorandum and in the Offering Memorandum, is referred to herein as the “Acquisition.” In connection with the Acquisition, the Company (a) received a limited waiver of certain provisions of Sections 2.04, 7.01 and 7.04 of the Company’s $25 million senior secured credit facility among the Company, each lender from time to time party thereto, and Royal Bank of Canada (the “Bank Credit Facility”) and (b) will (i) offer and sell the Securities contemplated by this Agreement and (ii) offer and sell the Common Stock pursuant to an underwriting agreement dated January 23, 2007, between the Company and the underwriters named therein. The proceeds of this offering, together with the proceeds from the offering of the Common Stock, will be used to repay the debt outstanding under the Company’s $300 million bridge loan facility, which the Company incurred to finance the Acquisition. The aforementioned transactions are collectively referred to herein as the “Transactions.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Preliminary Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on at any time after the terms set forth in the Pricing Disclosure Package (the first time when sales date of the Securities are made is referred to as the “Time of Sale”)this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered registration with the Securities and Exchange Commission (the “Commission”) SEC under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the The terms of the Securities and the Indenture, Indenture will require that investors who that acquire Securities shall be deemed to have agreed expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are resale or transfer is registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”) thereunder).

Appears in 1 contract

Sources: Purchase Agreement (Allis Chalmers Energy Inc.)

Introductory. Option Care HealthEach of (a) Principal Life Insurance Company, an Iowa life insurance company (the "Company"), and (b) Principal Financial Group, Inc., a Delaware corporation (the "Guarantor" and, together with the Company, the "Principal Entities"), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Company's Secured Medium-Term Notes Program (the “Offering”"Institutional Program") and the Principal(R) Life CoreNotes(SM) Program (the "Retail Program" and, together with the Institutional Program, the "Programs"). The Securities (, confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and each other inst▇▇▇▇▇▇▇ named on Schedu▇▇ ▇ ▇ere▇▇ ▇▇d any institution appointed as defined below) will be issued an agent pursuant to Section 19 hereof (each, an indenture"Agent", and, collectively, the "Agents") with respect to the secured medium-term notes due between nine months and thirty years from the date of issuance under the Programs (the "Notes") to be dated as of October 27offered by separate and distinct special purpose common law trusts from time to time (each, 2021 (a "Trust" and, collectively, the “Indenture”"Trusts"), among each of which shall be formed in a jurisdiction located in the CompanyUnited States of America pursuant to a trust agreement, as amended or modified from time to time, which will adopt and incorporate the standard trust terms (each, a "Trust Agreement" and, collectively, the Guarantors (as defined below) and Ankura "Trust CompanyAgreements"), LLCin each case between U.S. Bank Trust National Association, as trustee (the "Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below"), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group GSS Holdings II, LLCInc., a Delaware corporation, as trust beneficial owner (the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from "Trust Beneficial Owner"). From time to time, and Bank upon the formation of Americaa new Trust, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align in connection with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance offer and sale of a particular series of Notes by such Trust, upon execution and delivery by such Trust and the Notes, the issuance applicable Agent or Agents of the Guarantees, terms agreement set forth in Section D of the Refinancing Transactions as described in omnibus instrument (the Pricing Disclosure Package, "Terms Agreement") to be executed by such Trust and the consummation of all other transactions contemplated by this Agreement and applicable Agent or Agents, among others (the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”"Omnibus Instrument"), such Trust shall become a party hereto in relation to such series of Notes (the Securities time of such execution and the Indenture are delivery referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereundersuch Trust's "Trust Effective Time"), in reliance upon exemptions therefrom. Pursuant to with all the terms of the Securities authority, rights, powers, duties and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies obligations of a preliminary offering memorandumTrust as if originally named as a Trust hereunder. Any agreement, dated October 20covenant, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).acknowledgment,

Appears in 1 contract

Sources: Distribution Agreement (Principal Life Insurance Co)

Introductory. Option Care Health, ABB Finance (USA) Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective principal amounts set forth in such Schedule A of $500,000,000 300,000,000 aggregate principal amount of the Company’s 4.3752.800% Senior Unsecured Notes due 2029 2020 (the “2020 Notes”), $450,000,000 aggregate principal amount of the Company’s 3.375% Notes due 2023 (the “2023 Notes”) and $750,000,000 aggregate principal amount of the Company’s 3.800% Notes due 2028 (the “2028 Notes” and, together with the 2020 Notes and the 2023 Notes, the “Notes”). BofAS has Citigroup Global Markets Inc. (“Citigroup”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) have agreed to act as the representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”)Notes. The Securities (as defined below) Notes will be issued as a series of debt securities pursuant to an indenture, to be dated as of October 27April 3, 2021 2018 (the “Base Indenture”), by and among the Company, ABB Ltd, an entity organized under the Guarantors (as defined below) laws of Switzerland and Ankura Trust indirect parent of the Company, LLCas guarantor (the “Guarantor”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). Certain terms of the Notes will be established under a supplemental indenture (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) ), pursuant to a letter Blanket Issuer Letter of representationsRepresentations, to be dated on or before the Closing Date (as defined in Section 2 hereof2) (the “DTC Agreement”), between the Company and the Depositary. The payment obligations of principal of, premium, if any, and interest on the Company under the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), Guarantor pursuant to their guarantees an instrument of guarantee (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.GuaranteeThe Company intends to use the proceeds from the Offeringand, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereofNotes, the “Existing First Lien Term Loan FacilitySecurities”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior be issued pursuant to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “TransactionsIndenture.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Abb LTD)

Introductory. Option Care HealthEvergreen Solar, Inc., a Delaware corporation (the "Company"), proposes to issue and sell sell, pursuant to BofA Securitiesthe terms of this Agreement, Inc. (“BofAS”) and to the other several Initial Purchasers initial purchasers named in Schedule A hereto (collectively, the "Initial Purchasers" and, each, an "Initial Purchaser"), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 75,000,000 aggregate principal amount of the Company’s its 4.375% Senior Unsecured Convertible Subordinated Notes due 2029 2012 (the "Firm Notes"). BofAS has agreed In addition, the Company proposes to act grant to the Initial Purchasers the option to purchase from the Company some or all of the Option Notes (as defined in Section 8 hereof) pursuant to Section 8 hereof. The Firm Notes and the Option Notes are hereinafter collectively sometimes referred to as the representative of "Notes." The Notes will have the several Initial Purchasers terms and provisions that are described in connection with the offering and sale of the Notes (the “Offering”). The Securities Offering Circular (as defined below) will under the heading "Description of the Notes" and are to be issued pursuant to an indenture, to be Indenture dated as of October 27, 2021 (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the First Closing Date (as defined in Section 2 3(a) hereof) to be entered into between U.S. Bank National Association, as trustee (the "Trustee"), and the Company (the "Indenture"). The payment of principal ofSubject to certain conditions, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basisconvertible into shares of common stock, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary par value $.01 per share, of the Company formed or acquired after (the Closing Date that executes an additional guarantee in accordance with the terms "Common Stock"). ▇▇ ▇▇▇▇▇ & Co., LLC is acting as representative of the Indenture, several Initial Purchasers and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively in such capacity is hereinafter referred to as the “Securities"Representative." The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to Notes will be offered and sold to or through the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder (the "Rules and Regulations"), in reliance upon an exemption therefrom. The Company has prepared a preliminary offering circular dated June 22, 2005 (the "Preliminary Offering Circular") and will prepare a final offering circular dated the date hereof (the "Offering Circular" and, together with the Preliminary Offering Circular, the "Circular") setting forth information concerning the Company and the Notes. The Circular incorporates by reference the Company's (i) Annual Report on Form 10-K for the year ended December 31, 2004, as amended, (ii) Quarterly Report on Form 10-Q for the quarter ended April 2, 2005 and (iii) Current Reports on Form 8-K filed on January 14, 2005 (as amended on January 21, 2005) and February 7, 2005 (all such documents listed in clauses (i) through (iii) referred to herein as the "Incorporated Documents"). Any reference to any amendment or supplement to the Preliminary Offering Circular or the Offering Circular shall be deemed to refer to and include any documents filed after the date of the Preliminary Offering Circular or the Offering Circular, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in the Preliminary Offering Circular or the Offering Circular, as the case may be. Copies of the Preliminary Offering Circular have been, and copies of the Offering Circular will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. Any references herein to the Circular shall be deemed to include all amendments and supplements thereto and the Incorporated Documents and any amendments thereto, unless otherwise noted. The Company hereby confirms that it has authorized the use of the Circular in connection with the offering and resale of the Notes by the Initial Purchasers in accordance with Section 3 hereof. Holders of the Notes (including the Initial Purchasers and their direct and indirect transferees) will be entitled to the benefits of a Registration Rights Agreement dated as of the First Closing Date to be entered into between the Company and the Initial Purchasers (the "Registration Rights Agreement") pursuant to which the Company will agree, among other things, to file a registration statement on the appropriate form with the Securities and Exchange Commission (the "Commission") registering the Notes and the shares of Common Stock issuable upon the conversion thereof (the "Underlying Shares") under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Purchase Agreement (Evergreen Solar Inc)

Introductory. Option Care Health, Inc.LYB International Finance II B.V., a Delaware corporation private company with limited liability (besloten vennootschap) in the country of The Netherlands (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the CompanyIssuer’s 4.3750.875% Senior Unsecured Guaranteed Notes due 2029 2026 (the “2026 Notes”) and €500,000,000 aggregate principal amount of the Issuer’s 1.625% Guaranteed Notes due 2031 (the “2031 Notes” and together with the 2026 Notes, the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantee” and, together with the Notes, the “Securities”). BofAS has Citigroup Global Markets Limited and Deutsche Bank AG, London Branch have agreed to act as the representative representatives of the several Initial Purchasers Underwriters (the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”)Securities. The Securities (as defined below) will be issued pursuant to an indentureindenture dated March 2, to be dated 2016 (as of October 27, 2021 defined below) (the “Base Indenture”), among the CompanyIssuer, the Guarantors (as defined below) Company and Ankura Deutsche Bank Trust Company, LLCCompany Americas, as trustee (the “Trustee”), as supplemented by the first supplemental indenture (the “Supplemental Indenture”) to be dated as of the Closing Date (the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”). The Notes will be initially issued only in book-entry form and deposited with, and registered in the name of Cede & Co.BT Globenet Nominees Limited (or such other nominee as the Trustee may determine), acting as nominee of The Depository Trust Company common depositary (the “Common Depositary”) pursuant to a letter on behalf of representationsClearstream Banking, to be dated on or before the Closing Date société anonyme (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan FacilityClearstream”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Euroclear Bank of America, N.A.S.A./N.V., as administrative agent, swing line lender and issuing bank, and operator of the other lenders party thereto Euroclear system (as amended, modified or supplemented on or prior to the date hereof, the ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing TransactionsEuroclear”). The issuance and sale of the NotesThis Agreement, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, Indenture and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing Notes are hereinafter referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (LyondellBasell Industries N.V.)

Introductory. Option Care HealthAirgas, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 250,000,000 aggregate principal amount of the Company’s 4.3752.900% Senior Unsecured Notes due 2029 2022 (the “NotesSecurities”). BofAS has ▇▇▇▇▇▇▇, Sachs & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇ Fargo Securities, LLC have agreed to act as the representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”)Securities. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October May 27, 2021 2010 (the “Base Indenture”), among between the Company, the Guarantors (as defined below) Company and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”). Notes Certain terms of the Securities will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) ), pursuant to a letter Blanket Letter of representationsRepresentations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (ibelow) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“DTC Agreement”), between the Securities Company and the Indenture are referred to herein as the “Transaction Documents.” Depositary. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms has prepared and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 a registration statement on Form S-3 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunderFile No. 333-167140), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of which contains a preliminary offering memorandum, dated October 20, 2021 base prospectus (the “Preliminary Offering MemorandumBase Prospectus”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser be used in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final public offering memorandum dated the date hereof (the “Final Offering Memorandum”).and

Appears in 1 contract

Sources: Underwriting Agreement (Airgas Inc)

Introductory. Option Care Health, Inc.Kentucky Utilities Company, a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell to BofA Securitiessell, Inc. (“BofAS”) and the other several Initial Purchasers Underwriters named in Schedule A Section 3 hereof (the “Initial PurchasersUnderwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the respective amounts terms and conditions set forth in such Schedule A of herein, $500,000,000 700,000,000 aggregate principal amount of the Company’s 4.375First Mortgage Bonds, 5.850% Senior Unsecured Notes Series due 2029 2055 (the “NotesBonds). BofAS has agreed ) to act be issued under an Indenture, dated as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes October 1, 2010 (the “OfferingOriginal Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. The Securities (as defined below) will be issued pursuant 11 thereto relating to an indenturethe Bonds, to be dated as of October 27August 1, 2021 2025 (the “Supplemental Indenture,” and the Original Indenture as so amended and supplemented, the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-277140-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under the Securities Act Rule 462(e) (“Rule 462(e)”) of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to (the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale Act Regulations”) under the Securities Act or if an exemption from of 1933, as amended (the “Securities Act”). Such registration statement covers the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A Bonds under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”))Act. The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the date of this Agreement is executed and deliveredAgreement, the Company will prepare and deliver file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to each Initial Purchaser be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering memorandum dated of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Final Offering MemorandumExchange Act)) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Sources: Underwriting Agreement (Louisville Gas & Electric Co /Ky/)

Introductory. Option Care Health, Inc.Gladstone Commercial Corporation, a Delaware Maryland corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”) an aggregate of 4,000,000 shares (the “Shares”) of its 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Preferred Stock”). The Company is the indirect general partner of Gladstone Commercial Limited Partnership (the “Operating Partnership”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of a Delaware limited partnership that serves as the Company’s 4.375% Senior Unsecured Notes due 2029 primary operating partnership subsidiary. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated (the NotesStifel”), ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC and ▇. BofAS has ▇▇▇▇▇ Securities, Inc. have agreed to act as the representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes (Shares. To the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 (the “Indenture”), among the Companyextent there are no additional underwriters listed on Schedule A hereto, the Guarantors (term “Representatives” as defined below) and Ankura Trust Company, LLCused herein shall mean you, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agentUnderwriters, and the other lenders party thereto governing term “Underwriters” shall mean either the Company’s existing first lien term loan facility (as amended, modified singular or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectivelyplural, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” context requires. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms has prepared and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-236143, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933 (1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the terms time of effectiveness pursuant to Rule 430B under the Securities and Act, is called the Indenture, investors who acquire Securities shall be deemed “Registration Statement.” Any registration statement filed by the Company pursuant to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale Rule 462(b) under the Securities Act or if an exemption from in connection with the registration requirements offer and sale of the Securities Act Shares is available (including called the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”462(b) or Regulation S under Registration Statement,” and from and after the Securities Act (date and time of filing of any such Rule 462(b) Registration Statement, the term Regulation S”))Registration Statement” shall include the Rule 462(b) Registration Statement. The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, prospectus supplement dated October 20June 21, 2021 describing the Shares and the offering thereof (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Prospectus Supplement”), describing together with the terms Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base Prospectus in preliminary form that describes the Shares and the offering thereof and is used prior to the filing of the SecuritiesProspectus (as defined below), each for use by such Initial Purchaser in connection together with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the Base Prospectus, is called a Pricing Disclosure Packagepreliminary prospectus.” Promptly after this Agreement is executed and deliveredAs used herein, the Company will prepare and deliver term “Prospectus” shall mean the final prospectus supplement to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).the

Appears in 1 contract

Sources: Underwriting Agreement (Gladstone Commercial Corp)

Introductory. Option Care Health, iStar Inc., a Delaware Maryland corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. confirms its agreement with J.▇. ▇▇▇▇▇▇ Securities LLC (“BofASJPM”) and the other several Initial Purchasers underwriters named in Schedule A hereto (collectively, the “Initial PurchasersUnderwriters”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $500,000,000 550,000,000 aggregate principal amount of the Company’s 4.3754.250% Senior Unsecured Notes due 2029 2025 (the “NotesSecurities”). BofAS JPM has agreed to act as the representative of the several Initial Purchasers Underwriters (the “Representative”) in connection with the offering and sale of the Notes (the “Offering”)Securities. The Securities (as defined below) will be issued pursuant to an indentureIndenture, to be dated as of October 27February 5, 2021 (2001, between the “Indenture”), among the Company, the Guarantors (as defined below) Company and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Thirty-fourth Supplemental Indenture, to be dated as of December 16, 2019, between the Company and the Trustee relating to the Securities (such supplemental indenture, the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Notes The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on among the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectivelyCompany, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes Trustee and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the OfferingDepositary. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit This Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Istar Inc.)

Introductory. Option Care HealthThe Circuit City Credit Card Master Trust (the "Trust"), Inc.------------ issues, from time to time, asset backed securities (the "Certificates") in one or more series (each, a Delaware corporation "Series"). Each Certificate evidences a fractional, undivided percentage interest in the Trust. The property of the Trust includes receivables (the “Company”"Receivables") generated from time to time in a portfolio of credit card accounts (the "Accounts"), proposes collections thereon and certain related property (collectively, the "Trust Property") conveyed to issue and sell to BofA Securitiesthe Trust by Tyler International Funding, Inc. (“BofAS”) and "Tyler Funding" or the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”"Transferor"). The Securities (as defined below) Certificates to which this agreement applies will be issued pursuant to an indenturethe Amended and Restated Master Pooling and Servicing Agreement, to be dated as of October 27December 31, 2021 2001 (as amended, supplemented or otherwise modified from time to time, the “Indenture”"Pooling and Servicing Agreement"), among the CompanyTransferor, First North American National Bank ("FNANB"), as transferor under the Guarantors Prior Agreement (as defined belowin the Pooling and Servicing Agreement) and Ankura as servicer (the "Servicer"), and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company, LLC), as trustee (the "Trustee"), as supplemented by the supplement relating to each Series (each, a "Supplement"). Notes To the extent not defined herein, capitalized terms used herein shall have the meanings specified in the Pooling and Servicing Agreement and the applicable Supplement. Each offering of the Certificates to which this Agreement applies made pursuant to the Registration Statement (as herein defined) will be issued only in book-entry form in made through you or through you and other underwriters for whom you are acting as representative or through an underwriting syndicate managed by you. Whenever the name Transferor determines to make such an offering of Cede & Co.Certificates to which this Agreement shall apply, as nominee of The Depository Trust Company it will enter into an agreement (the “Depositary”"Terms Agreement") pursuant to a letter providing for the sale of representationssuch Certificates to, and the purchase and offering thereof by, (i) you, (ii) you and such other underwriters (such other underwriters to be dated on approved by the Transferor, which approval shall not be unreasonably withheld) who execute the Terms Agreement and agree thereby to become obligated to purchase Certificates from the Transferor or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premiumiii) you and such other underwriters, if any, selected by you (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) as have authorized you to enter into such Terms Agreement on their behalf (in each case, the "Underwriters"). (It is understood that the Transferor shall not be obligated to sell any particular Series or Class of Certificates offered pursuant to the Registration Statement to you or you and interest on other Underwriters.) Execution of a Terms Agreement by the Notes Transferor shall be conclusive evidence of the Transferor's approval of all Underwriters named therein. Such Terms Agreement shall specify the initial principal amount of Certificates of each Series and Class of the Certificates to be issued and their terms not otherwise specified in this Agreement, the price at which such Certificates are to be purchased by the Underwriters from the Transferor, the aggregate amount of Certificates to be purchased by you and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Certificates are to be sold will be guaranteed on a senior unsecured basisdetermined. The Terms Agreement, jointly which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any --------- standard form of written communication between or among the Underwriters and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary Transferor. Each such offering of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenturecertificates for which a Terms Agreement is entered into will be governed by this Agreement, as supplemented by such Terms Agreement, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related such Terms Agreement shall inure to the foregoing are referred to herein collectively, as benefit of and be binding upon the “Transactions.” This Purchase Agreement (“Agreement”), Underwriters participating in the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure PackageCertificates.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Circuit City Credit Card Master Trust)

Introductory. Option Care Health, Inc.▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Holdings Corp., a Delaware corporation (the "Company") and each other entity listed on Annex I hereto (the "Co-Issuers"), proposes agrees with Credit Suisse Securities (USA) LLC (the "Purchaser") subject to the terms and conditions stated herein, to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named Purchaser $50,000,000 in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375its 9.750% Senior Unsecured Secured Notes due 2029 2018 (the “Notes”). BofAS has agreed "Offered Securities") to act be issued under that certain indenture, dated July 24, 2012 (as the representative so amended, supplemented, waived or otherwise modified as of the several Initial Purchasers in connection with Closing Date, the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 (the “"Indenture"), among the Company, the Co-Issuers, the Guarantors (as defined below) and Ankura Trust Company▇▇▇▇▇ Fargo Bank, LLCNational Association, as trustee (the “Trustee”). Notes The Offered Securities will be issued only in bookissued, jointly and severally, by the Company and each Co-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, Issuer and interest on the Notes will be guaranteed on a senior unsecured basisguaranteed, jointly and severally and fully and unconditionally, by (i) the entities each Guarantor listed on Annex II hereto (the signature pages hereof as “"Guarantors" and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectivelysuch guarantees, the “Guarantors”), pursuant to their guarantees (the “"Guarantees"). The Notes and Capitalized terms that are not defined herein shall have the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described meanings set forth in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing General Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared previously issued $235,000,000 in aggregate principal amount of 9.750% Senior Secured Notes due 2018 (the "Existing Securities") under the Indenture. The Offered Securities constitute "Additional Notes" (as such term is defined in the Indenture). Except as disclosed in the General Disclosure Package and delivered the Final Offering Circular, the Offered Securities will have terms identical to the Existing Securities and will be treated as a single series of debt securities for all purposes under the Indenture. The Company, the Co-Issuers and the Guarantors have agreed to secure their obligations under the Offered Securities and the Guarantees by granting liens on substantially all of their assets other than certain excluded assets described in the General Disclosure Package (the "Collateral"), pursuant to (i) that certain Pledge and Security Agreement dated as of July 24, 2012, as modified by a Supplement to Schedule 3(k)(i) dated January 22, 2013 and an Assumption Agreement dated as of February 20, 2013 (as so amended, the "Security Agreement"), entered into among the Company, the Guarantors and ▇▇▇▇▇ Fargo Bank, National Association, as the collateral trustee (the "Collateral Trustee"), (ii) those certain patent, copyright and trademark security agreements, each Initial Purchaser copies dated as of a preliminary offering memorandumJuly 24, 2012 (as so amended, supplemented, waived or otherwise modified as of the date hereof, the "IP Security Agreements"), each of which were entered into among the Company, certain of the Guarantors and the Collateral Trustee, (iii) that certain collateral trust agreement, dated October as of July 24, 2012, and as amended as of February 20, 2021 2013 (the “Preliminary Offering Memorandum”"Collateral Trust Agreement"), entered into among the Company, the Collateral Trustee and has prepared the Credit Agreement Collateral Agent, and delivered (iv) a reaffirmation agreement, to each Initial Purchaser copies be dated as of a Pricing Supplement, dated October 22, 2021 the Closing Date (the “Pricing Supplement”"Reaffirmation Agreement") substantially in the form of Exhibit 1 to Exhibit A to the Collateral Trust Agreement, that will be entered into by the Company and each Guarantor (the foregoing, collectively, the "Collateral Documents"), describing reaffirming the terms Company's and each Guarantor's respective grants of security interests in favor of the SecuritiesCollateral Trustee, each for use by in its capacity as collateral trustee, under the Collateral Documents and confirming that such Initial Purchaser grants continue to be in connection with its solicitation of offers to purchase full force and effect. On the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and deliveredClosing Date, the Company will prepare and deliver enter into an Additional Secured Debt Designation (as such term is defined in the Collateral Trust Agreement) substantially in the form of Exhibit A to each Initial Purchaser the Collateral Trust Agreement. On the Closing Date, a final offering memorandum dated joinder to the date hereof Collateral Trust Agreement (the “Final Offering Memorandum”"Joinder") substantially in the form of Exhibit B to the Collateral Trust Agreement, will be executed by ▇▇▇▇▇ Fargo Bank, National Association, as Trustee under the Indenture (as defined therein). This Agreement, the Offered Securities, the Guarantees, the Indenture, the Collateral Documents, the Additional Secured Debt Designation, and the Joinder are hereinafter referred to collectively as the "Operative Documents" and the transactions contemplated hereby and thereby are collectively referred to herein as the "Transactions." Each of the Company, the Co-Issuers and the Guarantors hereby agrees with the Purchaser as follows:

Appears in 1 contract

Sources: Purchase Agreement (Harland Clarke Holdings Corp)

Introductory. Option Care Health, Inc.Kansas City Southern, a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.3754.700% Senior Unsecured Notes due 2029 2048 (the “Notes”). BofAS has ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC have agreed to act as the representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) ). The Securities will be issued pursuant to an indenture, to be dated as of October 27December 9, 2021 2015 (the “Base Indenture”), among the Company, as issuer, the Guarantors (as defined below) and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”). Notes Certain terms of the Securities will be established pursuant to a supplemental indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal ofPursuant to the Indenture, premium, if any, and interest on the Notes will be guaranteed (the “Guarantees” and, together with the Notes, the “Securities”), jointly and severally, on a senior unsecured basisunsecured, jointly and severally unconditional basis by (i) the entities listed on the signature pages hereof as “Guarantors” and Schedule B hereto (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes Company has prepared and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-221537), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Kansas City Southern)

Introductory. Option Care Health, Inc.National Fuel Gas Company, a Delaware New Jersey corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.3752.95% Senior Unsecured Notes due 2029 2031 (the “Notes”). BofAS has BofA Securities, Inc., HSBC Securities (USA) Inc. and ▇▇▇▇▇ Fargo Securities, LLC have agreed to act as the representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes (Notes. If there are no Underwriters named in Schedule A other than the Representatives, then the terms Offering”)Underwriters” and “Representatives” shall each be deemed to refer to the Underwriters. The Securities (as defined below) Notes will be issued pursuant to an indenture, to be dated as of October 271, 2021 1999, between the Company and The Bank of New York Mellon (the “Indenture”formerly The Bank of New York), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”), including an Officer’s Certificate pursuant thereto (the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees a Blanket Letter of Representations, dated April 8, 2008 (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“DTC Agreement”), between the Securities Company and the Indenture are referred to herein as the “Transaction Documents.” Depositary. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms has prepared and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-244352), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Notes, and other securities of the Company under the Securities Act of 1933 (1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and delivered to schedules thereto, at each Initial Purchaser copies time of a Pricing Supplement, dated October 22, 2021 (effectiveness under the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).Securities Act,

Appears in 1 contract

Sources: Underwriting Agreement (National Fuel Gas Co)

Introductory. Option Care Health, iStar Inc., a Delaware Maryland corporation (the “Company”), proposes to issue and sell to confirms its agreement with BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A hereto (collectively, the “Initial PurchasersUnderwriters”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $500,000,000 675,000,000 aggregate principal amount of the Company’s 4.3754.75% Senior Unsecured Notes due 2029 2024 (the “NotesSecurities”). BofAS has agreed to act as the representative of the several Initial Purchasers Underwriters (the “Representative”) in connection with the offering and sale of the Notes (the “Offering”)Securities. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27February 5, 2021 (2001, between the “Indenture”), among the Company, the Guarantors (as defined below) Company and Ankura US Bank Trust Company, LLCNational Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Thirty-third Supplemental Indenture, to be dated as of September 16, 2019, between the Company and the Trustee relating to the Securities (such supplemental indenture, together with the Base Indenture, the “Indenture”). Notes The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on among the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectivelyCompany, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes Trustee and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the OfferingDepositary. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit This Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Istar Inc.)

Introductory. Option Care HealthPermian Resources Operating, Inc.LLC, a Delaware corporation limited liability company (the “Company”), proposes to issue and sell to BofA Securitiesrepurchase (the “Repurchase”) from each of NGP XI US Holdings, Inc. L.P. (“BofASNGP XI”), NGP Pearl Holdings II, L.L.C. (“NGP Pearl”) and the other several Initial Purchasers named in Schedule A Luxe Energy LLC (“Luxe” and, collectively with NGP XI and NGP Pearl, the “Initial PurchasersHolders”), acting severally and not jointly, common units representing limited liability company interests in the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 Company (the Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 (the “IndentureUnits”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion . The Company and the Holders agree that the Repurchase contemplated hereby is being effected in lieu of the Securities to purchasers exercise by the Holders of their redemption rights described in Section 11.01 of the Seventh Amended and Restated Limited Liability Company Agreement of the Company, dated as of November 1, 2023 (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering MemorandumLLC Agreement”), and has prepared the exercise by the Company of its right of Cash Settlement (as defined in the LLC Agreement) described in Section 11.01 of the LLC Agreement in connection with the offering contemplated by the Underwriting Agreement (as defined below). The parties hereto (including the Corporation (as defined below)) further approve and delivered consent to each Initial Purchaser copies the transactions contemplated hereby. Concurrently with this Repurchase Agreement (this “Agreement”), Permian Resources Corporation, a Delaware corporation and the managing member of a Pricing Supplement, dated October 22, 2021 the Company (the “Pricing SupplementCorporation”), describing the terms is entering into an underwriting agreement, dated as of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering MemorandumUnderwriting Agreement”)., with the Holders, the other Selling Stockholders named in Schedule II therein (together with the Holders, the “Selling Stockholders”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC (the “Underwriter”), pursuant to which the Selling Stockholders have agreed to sell to the Underwriter 51,765,000 shares (the “Firm Shares”) of the Corporation’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”). The Company hereby confirms its agreements with the Holders as follows:

Appears in 1 contract

Sources: Repurchase Agreement (Luxe Energy, LLC)

Introductory. Option Care HealthEnergy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 1,450,000,000 aggregate principal amount of the Company’s 4.37511.000% Senior Unsecured Second Lien Secured Notes due 2029 2020 (the “Notes”). BofAS has Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., W▇▇▇▇ Fargo Securities, LLC and Imperial Capital, LLC have agreed to act as the representative representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”)Notes. The Securities (as defined below) will be issued pursuant to an indentureindenture (the “Indenture”), to be dated as of October 27, 2021 the Closing Date (the “Indenture”as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) and Ankura Trust CompanyU.S. Bank, LLCNational Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premiumpremium on, if any, and interest on the Notes will be guaranteed unconditionally guaranteed, jointly and severally, (i) on a senior unsecured basisbasis by Energy XXI Ltd, jointly and severally a limited exempt company organized under the laws of Bermuda (the “Parent”), (ii) on a senior secured, second-priority basis by Energy XXI USA, Inc., a Delaware corporation (i“Intermediate Holdco”), except that the guarantee by Intermediate Holdco will be a non-recourse guarantee limited to the value of (A) the entities equity interests in the Company that Intermediate Holdco pledges to secure its Guarantee (as defined below) and (B) certain assets related to the Grand Isle gathering system that Intermediate Holdco grants a security interest in to secure its Guarantee, and (iii) on a senior secured, second-priority basis by the Company’s subsidiaries listed on the signature pages hereof as page hereto (collectively, the Subsidiary Guarantors” and together with Intermediate Holdco, the “Initial Secured Guarantors” and, the Initial Secured Guarantors, together with the Parent, the “Initial Guarantors”) pursuant to their guarantees (iithe “Guarantees”). EPL Oil & Gas, Inc., a Delaware corporation (“EPL”), and each of its existing subsidiaries (collectively, the “EPL Entities”) any will not initially guarantee the Notes. Any subsidiary of the Company formed or acquired after the Closing Date and any EPL Entity, in each case, that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns Indenture (collectivelytogether with the Initial Guarantors, the “Guarantors”), pursuant ) shall be deemed to their guarantees (the “Guarantees”)be a Guarantor. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as As described in the Pricing Disclosure Package, Package and the consummation Final Offering Memorandum (each as defined herein), the Securities will be secured on a senior second-priority basis by the liens on certain of all other transactions contemplated by this Agreement the assets of the Company and the Initial Secured Guarantors, subject to Permitted Liens (as defined under the caption “Description of Notes” in the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, ) as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resellClosing Date, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).pursuant to:

Appears in 1 contract

Sources: Purchase Agreement (Energy XXI LTD)

Introductory. Option Care Health, Inc.AK Steel Corporation, a Delaware corporation (the “Company”) and AK Steel Holding Corporation (the “Guarantor” or “Parent”), proposes agree with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to BofA Securities, Inc. the several Underwriters $150,000,000 principal amount (“BofASFirm Securities”) of its 5.00% Exchangeable Senior Notes due 2019 (“Securities”) and also agrees to issue and sell to the other several Initial Purchasers named in Schedule A Underwriters, at the option of the Underwriters, an aggregate of not more than $22,500,000 additional principal amount (“Optional Securities”) of its Securities as set forth below, all to be issued under a base indenture, dated as of May 11, 2010 (the “Initial PurchasersBase Indenture”), acting severally and not jointlyas supplemented by a supplemental indenture, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount dated as of the Company’s 4.375% Senior Unsecured Notes due 2029 First Closing Date (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection Supplemental Indenture” and, together with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indentureBase Indenture, to be dated as of October 27, 2021 (the “Indenture”), among the Company, the Guarantors (as defined below) Guarantor and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (Trustee. The Firm Securities and the Optional Securities are herein collectively called the “TrusteeOffered Securities). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes Offered Securities will be guaranteed on a an unsecured senior unsecured basis, jointly and severally basis by the Guarantor (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectivelysuch guarantee, the “Guarantors”), pursuant to their guarantees (the “GuaranteesGuarantee”). The Notes Company hereby confirms its engagement of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) as, and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby confirms its agreement with the New First Lien Term Loan Facility (as defined below) and cash on hand, Company to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereofrender services as, the “Existing First Lien Term Loan Facilityqualified independent underwriter,” within the meaning of Rule 5121(f)(12) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior with respect to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance offering and sale of the NotesOffered Securities. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the issuance of the Guarantees, the Refinancing Transactions as described solely in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, its capacity as the “Transactions.” This Purchase Agreement (“Agreement”)qualified independent underwriter and not otherwise, the Securities and the Indenture are is referred to herein as the “Transaction DocumentsQIU.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Ak Steel Holding Corp)

Introductory. Option Care Health, iStar Inc., a Delaware Maryland corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. confirms its agreement with ▇.▇. ▇▇▇▇▇▇ Securities LLC (“BofAS▇.▇. ▇▇▇▇▇▇”) and the other several Initial Purchasers underwriters named in Schedule A hereto (collectively, the “Initial PurchasersUnderwriters”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $500,000,000 400,000,000 aggregate principal amount of the Company’s 4.3754.625% Senior Unsecured Notes due 2029 2020 (the “2020 Notes”) and $400,000,000 aggregate principal amount of the Company’s 5.25% Senior Notes due 2022 (the “2022 Notes” and, together with the 2020 Notes, the “Securities”). BofAS ▇.▇. ▇▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers Underwriters (the “Representative”) in connection with the offering and sale of the Notes (the “Offering”)Securities. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27February 5, 2021 (2001, between the “Indenture”), among the Company, the Guarantors (as defined below) Company and Ankura US Bank Trust Company, LLCNational Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Thirtieth Supplemental Indenture, to be dated as of September 20, 2017, between the Company and the Trustee relating to the 2020 Notes and the Thirty-first Supplemental Indenture, to be dated as of September 20, 2017, between the Company and the Trustee relating to the 2022 Notes (such supplemental indentures, together with the Base Indenture, the “Indenture”). Notes The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on among the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectivelyCompany, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes Trustee and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the OfferingDepositary. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit This Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms has prepared and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-220353), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Istar Inc.)

Introductory. Option Care Health, Inc.Port ▇▇▇▇▇▇ Finance Corp., a Delaware corporation (the “Company”"Issuer"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to BofA SecuritiesCredit Suisse First Boston Corporation ("CSFBC"), ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and Deutsche Bank Securities Inc. (“BofAS”) and together, the other several Initial Purchasers named in Schedule A (the “"Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A ") an aggregate of $500,000,000 aggregate 255,000,000 principal amount of the Company’s 4.375its 12.50% Senior Unsecured Secured Notes due 2029 2009 (the "Notes"). BofAS has agreed to act as , unconditionally and irrevocably guaranteed (the representative "Guarantee, and together with the Notes, the "Offered Securities") jointly and severally by Port ▇▇▇▇▇▇ ▇▇▇▇▇ Company L.P., a Delaware limited partnership (the "Partnership"), Sabine River Holding Corp., a Delaware corporation and general partner of the several Initial Purchasers in connection Partnership (the "General Partner") and Neches River Holding Corp., a Delaware corporation and limited partner of the Partnership (the "Limited Partner" and, together with the offering and sale of General Partner, the Notes (the “Offering”"Partners"). The Offered Securities (as defined below) will be issued pursuant to under an indentureindenture (the "Indenture"), to be dated as of October 27, 2021 (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined below), among the Issuer, the Partnership, the Partners and HSBC Bank USA, as Indenture Trustee. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto in Section 2 hereofAnnex A to the Common Security Agreement, to be dated as of the Closing Date, among the Issuer, the Partnership, the Partners, Winterthur International Insurance Company Limited, as Administrative Agent for the Oil Payment Insurers, Bankers Trust Company, as Collateral Trustee for the Secured Parties, Bankers Trust Company, as Administrative Agent for the Bank Senior Lenders, the Indenture Trustee and HSBC Bank USA, as Depositary Bank (the "Common Security Agreement"), whether expressly set forth therein or by reference to another document. The United States Securities Act of 1933, as amended, is referred herein to as the "Securities Act." The Initial Purchasers and the direct and indirect transferees of the Offered Securities will be entitled to the benefits of the registration rights agreement, in the form attached hereto as Exhibit M, dated as of the Closing Date (the "Registration Rights Agreement"). The payment of principal ofPursuant to the Registration Rights Agreement, premiumthe Issuer, if any, the Partnership and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by Partners have agreed (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or file a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered registration statement with the Securities and Exchange Commission registering the Exchange Securities (as defined in the “Commission”Registration Rights Agreement) under the Securities Act of 1933 or (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant ii) to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed file a shelf registration statement pursuant to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements Rule 415 of the Securities Act is available (including the exemptions afforded by Rule 144A under with the Securities Act and Exchange Commission. In addition, under certain circumstances set forth in the Registration Rights Agreement, the Issuer, the Partnership and the Partners have agreed to issue and deliver to the Initial Purchasers the Private Exchange Securities (“Rule 144A”) or Regulation S under as defined in the Securities Act (“Regulation S”)Registration Rights Agreement). The Company has prepared Offered Securities, Exchange Securities and delivered Private Exchange Securities are referred to each Initial Purchaser copies collectively as the "Securities". It is understood that all payments of a preliminary offering memorandumprincipal, dated October 20interest and premium, 2021 if any, on the Notes will be unconditionally guaranteed jointly and severally by the Partnership and the Partners (the “Preliminary Offering Memorandum”"Guarantors"). In addition, it is also understood that, as an inducement for the Initial Purchasers to enter into this Agreement, and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms in consideration of the benefits expected to be received from the Initial Purchasers' purchase of the Offered Securities, each for use (i) the Issuer, the Partnership, the Partners and ▇▇▇▇▇ Refining Holdings are making certain representations, warranties and covenants under this Agreement and (ii) ▇▇▇▇▇ Refining & Marketing is making certain representations and warranties as to the information set forth in the Offering Document under the headings "Management's Discussion and Analysis - Operations to Date," "Our ▇▇▇▇▇ Project - Environmental Matters - Existing Conditions," "Principal Project Participants - ▇▇▇▇▇ Refining & Marketing," all ▇▇▇▇▇ Refining & Marketing Information incorporated or to be incorporated by such Initial Purchaser in connection with its solicitation of offers to purchase reference into the Securities. The Preliminary Offering Memorandum Document, "Annex A- Additional Information Regarding ▇▇▇▇▇ Refining & Marketing" and "Existing Port ▇▇▇▇▇▇ Refinery and the Pricing Supplement are herein referred Refinery Upgrade Project" in each case, insofar as such information relates to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered▇▇▇▇▇ Refining & Marketing (collectively, the Company will prepare and deliver to each Initial Purchaser "▇▇▇▇▇ Refining & Marketing Information") under a final offering memorandum Letter Agreement dated the date hereof (hereof. Each of the “Final Offering Memorandum”).Issuer, the Partnership, each Partner and ▇▇▇▇▇ Refining Holdings Inc. hereby agrees with the Initial Purchasers as follows:

Appears in 1 contract

Sources: Purchase Agreement (Neches River Holding Corp)

Introductory. Option Care HealthConAgra Foods, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 250,000,000 aggregate principal amount of the Company’s 4.3751.350% Senior Unsecured Notes due 2029 2015 (the “2015 Notes”), $250,000,000 aggregate principal amount of the Company’s 2.100% Senior Notes due 2018 (the “2018 Notes”) and $250,000,000 aggregate principal amount of the Company’s 3.250% Senior Notes due 2022 (the “2022 Notes”, and together with the 2015 Notes and the 2018 Notes, the “Notes”). BofAS has ▇.▇. ▇▇▇▇▇▇ Securities LLC (“JPM”) and ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated have agreed to act as the representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”)Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture, to be dated as of October 278, 2021 1990 (the “Base Indenture”), among between the Company, the Guarantors Company and The Bank of New York Mellon (as defined below) successor to JPMorgan Chase Bank, N.A. and Ankura Trust Company, LLCThe Chase Manhattan Bank National Association), as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to an Officers’ Certificate executed and delivered pursuant to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees a Blanket Letter of Representations, dated December 15, 2006 (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“DTC Agreement”), among the Securities Company, the Trustee and the Indenture are referred to herein as the “Transaction DocumentsDepositary.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Conagra Foods Inc /De/)

Introductory. Option Care Health, Inc.Sierra Pacific Power Company d/b/a NV Energy, a Delaware Nevada corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers underwriters named in Schedule A attached hereto (collectively, the “Underwriters”), for whom BofA Securities, Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., Truist Securities, Inc. and U.S. Bancorp Investments, Inc. are acting as representatives (the “Initial PurchasersRepresentatives”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate 600,000,000 principal amount of the Company’s 4.375its 6.375% Senior Unsecured Notes Fixed-to-Fixed Reset Rate Junior Subordinated Notes, SPPC JSN Series 2026A, due 2029 2056 (the “NotesOffered Securities). BofAS has agreed ) to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes be issued under that certain Indenture, dated September 8, 2025 (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 (the “Original Indenture”), among between the Company, the Guarantors (as defined below) Company and Ankura The Bank of New York Mellon Trust Company, LLCN.A., as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representationssupplemented by that certain Second Supplemental Indenture, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (iherein) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.Second Supplemental IndentureThe Company intends to use the proceeds from the Offeringand, together with the New First Lien Term Loan Facility (as defined below) and cash on handOriginal Indenture, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below“Indenture”). On March 14, and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering2025, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) a “shelf registration statement” as defined under Rule 405 under the Securities Act of 1933 1933, as amended (as amended, the “Securities Act,” which term”), as used hereinon Form S-3 (File No. 333-285816) for the registration of securities, includes including the Offered Securities, under the Securities Act, and the offer and sale thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 thereunder (the “Preliminary Offering MemorandumRules and Regulations)) and for the qualification of the Indenture under the United States Trust Indenture Act of 1939, and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 as amended (the “Pricing SupplementTrust Indenture Act”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).As used

Appears in 1 contract

Sources: Underwriting Agreement (Sierra Pacific Power Co)

Introductory. Option Care HealthDynatech Corporation, Inc.a Massachusetts corporation ("Dynatech" or the "Company") and its wholly owned subsidiary TTC Merger Co. LLC, a Delaware corporation limited liability company ("TTC Merger Co" and, together with Dynatech, the “Company”)"Initial Issuers") propose, proposes subject to the terms and conditions stated herein, to issue and sell to BofA Securities, Credit Suisse First Boston Corporation ("CSFBC") and ▇.▇. ▇▇▇▇▇▇ Securities Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the “"Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate ") U.S.$275,000,000 principal amount of the Company’s 4.375its 9 3/4% Senior Unsecured Subordinated Notes due 2029 Due 2008 (the "Notes") to be issued under an indenture dated as of May 21, 1998 (the "Indenture") among Dynatech, TTC Merger Co, and State Street Bank and Trust Company, a Massachusetts trust company, as Trustee (the "Trustee"). BofAS has agreed to act as Immediately after the representative of the several Initial Purchasers in connection with the offering and sale issuance of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof3 below). The payment , (i) TTC Merger Co will be merged into Telecommunications Techniques Co., LLC, a Delaware limited liability company to be formed prior to the Closing Date (as defined below) ("TTC"), with TTC as the surviving company (the "Second Merger"), (ii) TTC will succeed to and assume all of principal of, premium, if any, the obligations under the Indenture and interest on the Notes and (iii) Dynatech will be guaranteed released from its obligations as a primary obligor under the Indenture and the Notes. Dynatech will guarantee the monetary obligations of TTC Merger Co and TTC under the Indenture, on a senior unsecured basis, jointly and severally by subordinated basis (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after "Parent Guarantee"). On the Closing Date that executes an additional guarantee in accordance with TTC, Dynatech and the terms of trustee will enter into a supplement to the Indenture, dated as of the Closing Date (the "First Supplemental Indenture") whereby TTC will confirm its assumption of all of the obligations under the Indenture and their respective successors Dynatech will confirm its obligations under the Parent Guarantee. As a result of the Second Merger and assigns other transactions related thereto, TTC will be a wholly-owned subsidiary of Dynatech and the direct or indirect parent company of all of Dynatech's other active subsidiaries, including Itronix Corporation, a Washington corporation (collectively, the “Guarantors”"Itronix"), pursuant to their guarantees Industrial Computer Source Inc., a California corporation (the “Guarantees”"ICS"), AIRSHOW Inc., a California corporation ("AIRSHOW") and da Vinci Systems, Inc., a Florida corporation ("da Vinci"). The Notes TTC, Itronix ICS, AIRSHOW and the Guarantees attached thereto da Vinci are herein collectively referred to as the “Securities.” "Subsidiaries" of the Company. The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding Notes have not been registered under the Existing First Lien Term Loan Facility U.S. Securities Act of 1933, as amended (as defined belowthe "Securities Act"), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold only (1) outside the United States in reliance on Regulation S under the Securities Act ("Regulation S") and (2) in the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A under the Securities Act ("Rule 144A") (such Notes to be represented by one or through more global Notes in registered form). Holders (including the Initial Purchasers without being registered and their direct and indirect transferees) of the Notes will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Annex I (the "Registration Rights Agreement"), pursuant to which Dynatech and TTC each will agree to use its reasonable best efforts to file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the i) a registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior subordinated notes of TTC (including the Parent Guarantee) (the "Exchange Securities") which are identical in all material respects to the Notes (except that the Exchange Securities will not contain terms with respect to transfer restrictions or with respect to additional interest) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 144A”) or Regulation S 415 under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”"Shelf Registration Statement").

Appears in 1 contract

Sources: Purchase Agreement (Dynatech Corp)

Introductory. Option Care HealthAmerican Capital Strategies, Inc.Ltd., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. confirms its agreement with the Representatives (“BofAS”as defined below) and each of the other several Initial Purchasers Underwriters named in Schedule A attached hereto and made a part hereof (collectively, the “Initial PurchasersUnderwriters)) with respect to (a) the sale by the Company and purchase by the Underwriters, acting severally and not jointly, the of their respective amounts set forth in such Schedule A portions of $500,000,000 $ • aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 (the “NotesSecurities”). BofAS has The Securities will be issued pursuant to an Indenture dated as of April 26, 2007, by and between the Company, as issuer, and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture thereto to be dated as of • (collectively, the “Indenture”). [Underwriter] and [Underwriter] have agreed to act as the representative representatives of each of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”)Securities. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance has filed with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”), a registration statement on Form N-2 for the offer and sale of an aggregate amount of $5,000,000,000 of securities (File No. 333-142398), which registration statement became effective on June 5, 2007, a copy of which has heretofore been delivered to you. The Company proposes to file with the Commission pursuant to Rule 497 under the Securities Act, a supplement, dated as of •, to the final prospectus dated as of June 5, 2007, relating to the Securities and the method of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Securities set forth therein. Such registration statement, including the exhibits thereto, as amended at the date hereof, is hereinafter called the “Registration Statement”; such prospectus, in the form in which it was included in the Registration Statement at the time it was declared effective, is hereinafter called the “Basic Prospectus”; such supplement to the Basic Prospectus, in the form in which it will be filed with the Commission pursuant to Rule 497 under the Securities Act, is hereinafter called the “Prospectus Supplement” and the Basic Prospectus and Prospectus Supplement together are hereinafter called the “Prospectus.” The Prospectus, subject to completion, used in connection with a public offering is called a “Preliminary Prospectus,” and any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the Preliminary Prospectus most recently filed pursuant to Rule 497 under the Securities Act as of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof. All references in this underwriting agreement (this “Agreement”) to the Registration Statement, if such Securities are registered for sale under the Securities Act Preliminary Prospectus, the Prospectus, or if an exemption from the registration requirements any amendments or supplements to any of the Securities Act is available (including foregoing, shall include any copy thereof filed, as applicable, with the exemptions afforded by Rule 144A under the Securities Act Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“Rule 144A▇▇▇▇▇) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (hereby confirms its agreements with the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to Underwriters as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).follows:

Appears in 1 contract

Sources: Underwriting Agreement (American Capital Strategies LTD)

Introductory. Option Care HealthSensus Metering Systems, Inc., a Delaware corporation (the “CompanyIssuer”), proposes which is a wholly owned subsidiary of Sensus Metering Systems (Bermuda 2) Ltd., a company organized under the laws of Bermuda (“Holdings”), proposes, subject to the terms and conditions stated herein, to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) $500,000,000 275,000,000 aggregate principal amount of the Company’s 4.375its 85/8% Senior Unsecured Subordinated Notes due 2029 Due 2013 (the “Notes”). BofAS has agreed The Offered Securities are to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, indenture (the “Indenture”) to be dated as of October 27December 17, 2021 (the “Indenture”)2003, among the CompanyIssuer, the Guarantors (as defined below) Holdings and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in As part of the name of Cede & Co., as nominee of The Depository Trust Company acquisition (the “DepositaryAcquisition”) as described under the heading “The Acquisition” in the Offering Document (as defined herein), the Issuer, pursuant to a letter stock purchase agreement with Invensys plc and certain of representationsits affiliates (the “Stock Purchase Agreement”), will acquire the metering systems business of Invensys plc described in the Offering Document. Immediately prior to be dated on or before the Closing Date consummation of the Acquisition, certain affiliated funds of The Resolute Fund, L.P. that are managed by The Jordan Company, L.P., and GS Capital Partners 2000, L.P. and certain of its affiliated investment partnerships, will indirectly make a cash contribution of not less than $195,000,000 to Holdings (as defined in Section 2 hereofthe “Equity Contribution”). The payment of principal of, premium, if any, and interest on Concurrently with the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary consummation of the Company formed or acquired after Acquisition, the Closing Date that executes an additional guarantee in accordance Issuer will enter into a credit agreement (together with the terms of the Indenture, related guaranties and their respective successors and assigns (collectivelysecurity documents, the “GuarantorsCredit Agreement), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offeringamong itself, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6guarantors named therein, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A.CSFB, as administrative agent, and the other lenders party thereto governing named therein. The Notes will be unconditionally guaranteed (the Company“Guarantees”) on a senior subordinated basis by Holdings, and immediately upon the consummation of the Acquisition, by each of the Issuer’s existing first lien term loan facility domestic subsidiaries set forth on Schedule B (the “Subsidiary Guarantors” and together with Holdings, the “Guarantors”); provided, however, that for purposes of the representations and warranties set forth in Section 2 insofar as amended, modified or supplemented on or they relate to the Subsidiary Guarantors prior to the date hereof, execution of the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million counterparts of refinancing borrowings and extend its maturity this Agreement in the form attached as Exhibit A pursuant to 2028 (the “New First Lien Term Loan Facility”Section 6(n), it is agreed and (ii) amend understood that the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) Issuer and the guarantors party thereto from time Guarantors are making such representations and warranties to timethe best of their knowledge; provided further, however, that for purposes of the certificate to be delivered on the Closing Date pursuant to Section 6(g), all such representations and Bank of America, N.A., as administrative agent, swing line lender warranties including the representations and issuing bank, warranties relating to the Subsidiary Guarantors shall be true and correct without giving effect to the knowledge qualifier in the immediately preceding proviso. The Guarantees and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing Notes are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is collectively referred to as the “Time of SaleOffered Securities). The holders of the Offered Securities are will be entitled to the benefits of a Registration Rights Agreement, to be offered dated the Closing Date (as defined herein), among the Issuer, the Guarantors and sold the Purchasers (the “Registration Rights Agreement”) pursuant to or through which the Initial Purchasers without being registered Issuer agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the resale of the Offered Securities under the Securities Act of 1933 Act. This Agreement (as amended, including the “Securities Act,” which term, as used herein, includes counterparts to be executed concurrently with the rules and regulations consummation of the Commission promulgated thereunderAcquisition), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire the Offered Securities, the Exchange Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after (as defined in the date hereof, if such Securities are registered for sale under Registration Rights Agreement) and the Securities Act or if an exemption from the registration requirements of the Securities Act is available Registration Rights Agreement (including the exemptions afforded by Rule 144A under counterparts to be executed concurrently with the Securities Act consummation of the Acquisition) are sometimes referred to in this Agreement collectively as the “Operative Documents”. The Stock Purchase Agreement and the Credit Agreement are sometimes referred to in this Agreement collectively as the “Transaction Agreements”. The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the “Transaction Documents”. References in this Agreement to the subsidiaries of Holdings shall include all direct and indirect subsidiaries of Holdings after the consummation of the Acquisition. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)as defined below). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum Issuer and the Pricing Supplement are herein referred to Guarantors hereby agree with the several Purchasers as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).follows:

Appears in 1 contract

Sources: Purchase Agreement (Sensus Metering Systems Inc)

Introductory. Option Care Health, Inc.First National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware corporation limited liability company formed under the laws of the State of Nebraska, proposes to cause First National Master Note Trust (the “CompanyIssuer), proposes ) to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate 525,000,000 principal amount of the Company’s 4.375% Senior Unsecured Class A Series 2009-3 Asset Backed Notes due 2029 (the “Notes”), to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. BofAS has agreed to act as the representative One or more of the several Initial Purchasers underwriters for the Notes listed on Schedule A hereto (the “Underwriters”) is a financial institution appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (each such financial institution, a “Primary Dealer”), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the “FRBNY”), as Lender, various Primary Dealers from time to time party thereto, each on behalf of itself and its respective customers as borrowers thereunder from time to time, and The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the “MLSA”), in connection with the offering Term Asset-Backed Securities Loan Facility (“TALF”). To the extent expressly provided in this Agreement, and sale subject to the limitations in Section 10, certain of the Notes rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, each Underwriter not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to the MLSA. The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002 (the “OfferingTrust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Securities (as defined below) Notes will be issued pursuant to an indenturea Master Indenture, dated as of October 24, 2002 (as amended, the “Master Indenture”), between the Issuer and The Bank of New York Mellon Trust Company, N.A. (formerly known as the Bank of New York Trust Company, N.A. and successor to The Bank of New York) (“BNYMTC”), as indenture trustee (the “Indenture Trustee”), as supplemented by the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement with respect to the Notes to be dated as of October 27, 2021 (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on below) (the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as GuarantorsIndenture Supplement,” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance together with the terms of the Master Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “GuaranteesIndenture”). The Notes and assets of the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) toIssuer include, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 certain amounts due (the “New Receivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”). The Receivables are transferred to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of October 24, 2002 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First Lien Term Loan FacilityNational Bank of Omaha, a national banking association (the “Bank”), as servicer (the “Servicer”) and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of October 24, 2002 (as amended, the “Receivables Purchase Agreement”), between the Transferor and the Bank. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of October 24, 2002 (as amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by Issuer. The Transfer and among HC Group Holdings II, LLCServicing Agreement, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereofReceivables Purchase Agreement, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectivelyIndenture, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Trust Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing Administration Agreement are referred to herein herein, collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made This Underwriting Agreement is referred to herein as this “Agreement.” To the “Time of Sale”)extent not defined herein, capitalized terms used herein have the meanings assigned in the Transaction Documents. The Securities are to be offered Transferor has prepared and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant (i) a registration statement on Form S-3 (having the registration number 333-140273), including a form of prospectus and a form of prospectus supplement and such amendments thereto as may have been filed prior to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale relating to the Notes and the offering thereof in accordance with Rule 415 under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering MemorandumOriginal Registration Statement”), and has prepared and delivered to each Initial Purchaser copies of (ii) a Pricing Supplement, dated October 22, 2021 registration statement on Form S-3 (having the “Pricing Supplement”registration number 333-160840), describing the terms of the Securities, each for use by including such Initial Purchaser in connection with its solicitation of offers amendments thereto as may have been filed prior to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (hereof, relating to the “Final Offering Memorandum”).Notes and the

Appears in 1 contract

Sources: Underwriting Agreement (First National Master Note Trust)

Introductory. Option Care Health, A▇▇▇▇-▇▇▇▇▇▇▇▇ Energy Inc., a Delaware corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to BofA SecuritiesRBC Capital Markets Corporation (“RBC”) and M▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Inc. (“BofAS”) M▇▇▇▇▇ ▇▇▇▇▇▇” and the other several Initial Purchasers named in Schedule A (collectively with RBC, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) $500,000,000 160,000,000 aggregate principal amount of the Company’s 4.375its 9.0% Senior Unsecured Notes due 2029 2014 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, indenture (the “Indenture”) to be dated as of October 27, 2021 the Closing Date (the “Indenture”), as defined in Section 2) among the Company, the Guarantors (as defined below) and Ankura Trust CompanyW▇▇▇▇ Fargo Bank, LLCN.A., as trustee (the “Trustee”). Notes will be Securities issued only in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC” or the “Depositary”) pursuant to a letter DTC Blanket Letter of representationsRepresentations, to be dated on as of or before prior to the Closing Date (as defined in Section 2 hereof2) (the “DTC Agreement”), from the Company to the Depositary. The payment of principal ofCompany’s obligations under the Notes, premiumthe Exchange Notes (as defined below) and the Indenture will be, if anyjointly and severally, and interest on the Notes will be guaranteed unconditionally guaranteed, on a senior unsecured basis, jointly and severally by (i) each of the entities Company’s domestic subsidiaries as of the date hereof, which are listed on the signature pages hereof as “Guarantors” Schedule B hereto, and (ii) any subsidiary of the Company formed or acquired on or after the Closing Date that executes the Indenture or a supplemental indenture setting forth an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees included in the Indenture (the “Guarantees”). The Notes and the Guarantees attached thereto thereof are herein collectively referred to as the “Securities.” The Company intends to use ”; and the proceeds from the Offering, together with the New First Lien Term Loan Facility Exchange Notes (as defined below) and cash on handthe Guarantees thereof are herein collectively referred to as the “Exchange Securities.” The holders of the Securities will be entitled to the benefits of a registration rights agreement to be dated as of the Closing Date (the “Registration Rights Agreement”) among the Company, the Guarantors and the Initial Purchasers, pursuant to refinance borrowings outstanding which the Company and each of the Guarantors will agree to file with the Securities and Exchange Commission (the “SEC”), under the Existing First Lien Term Loan Facility circumstances set forth therein, (i) a registration statement under the Securities Act of 1933, as amended, relating to an offer (the “Exchange Offer”) to exchange another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes. The Securities Act of 1933, as amended, together with the rules and regulations of the SEC promulgated thereunder, is referred to herein as the “Securities Act.” As more fully described in the Offering Memorandum (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends has agreed to purchase all the equity interests in Specialty Rental Tools, Inc. (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan FacilitySpecialty”), and (ii) amend the credit facility pursuant to a stock purchase agreement dated as of August 6December 20, 2019, 2005. The acquisition by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described equity interests in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are Specialty is referred to herein as the “Transaction DocumentsAcquisition.” With respect to the representations, warranties and agreements made by the Company in this Agreement concerning its subsidiaries, such representations, warranties and agreements shall be deemed to include Specialty. In connection with the Acquisition, the Company will (i) offer and sell the Securities contemplated by this Agreement; and (ii) enter into a $25.0 million senior secured credit facility (the “New Bank Credit Facility”) provided under a credit agreement among the Company, Royal Bank of Canada, as Administrative Agent, and each of the lenders named therein. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on at any time after the terms set forth in the Pricing Disclosure Package (the first time when sales date of the Securities are made is referred to as the “Time of Sale”)this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered registration with the Securities and Exchange Commission (the “Commission”) SEC under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the The terms of the Securities and the Indenture, Indenture will require that investors who that acquire Securities shall be deemed to have agreed expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are resale or transfer is registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”) thereunder).

Appears in 1 contract

Sources: Purchase Agreement (Allis Chalmers Energy Inc.)

Introductory. Option Care Health, iStar Inc., a Delaware Maryland corporation (the “Company”), proposes to issue and sell to BofA Securitiesconfirms its agreement with ▇▇▇▇▇▇▇ Lynch, Inc. Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“BofAS▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers underwriters named in Schedule A hereto (collectively, the “Initial PurchasersUnderwriters”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $500,000,000 375,000,000 aggregate principal amount of the Company’s 4.3756.00% Senior Unsecured Notes due 2029 2022 (the “NotesSecurities”). BofAS ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers Underwriters (the “Representative”) in connection with the offering and sale of the Notes (the “Offering”)Securities. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27February 5, 2021 (2001, between the “Indenture”), among the Company, the Guarantors (as defined below) Company and Ankura US Bank Trust Company, LLCNational Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Twenty-ninth Supplemental Indenture, to be dated as of March 13, 2017 between the Company and the Trustee relating to the Securities (such supplemental indenture, together with the Base Indenture, the “Indenture”). Notes The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on among the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectivelyCompany, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes Trustee and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the OfferingDepositary. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit This Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms has prepared and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-198576), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933 (1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and delivered to each Initial Purchaser copies of a Pricing Supplementschedules thereto, dated October 22, 2021 (in the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser form in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).which it became effective under the

Appears in 1 contract

Sources: Underwriting Agreement (Istar Inc.)

Introductory. Option Care Health▇▇▇▇▇▇▇▇▇ Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 900,000,000 in aggregate principal amount of the Company’s 4.3757.5% Senior Unsecured Notes due 2029 2021 (the “Notes”). BofAS has RBC Capital Markets, LLC, Barclays Capital Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Mitsubishi UFJ Securities (USA), Inc. and ▇▇▇▇▇ Fargo Securities, LLC have agreed to act as the representative representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”)Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture, to be dated as of October 27March 15, 2021 2011 (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company▇▇▇▇▇ Fargo Bank, LLCNational Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant ). The holders of the Notes will be entitled to the benefits of a letter registration rights agreement, dated as of representations, to be dated on or before the Closing Date (as defined below) (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in Section 2 hereof)exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable best efforts to cause such registration statements to be declared effective. The payment of principal of, premium, if any, Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” ▇▇▇▇▇▇▇▇▇ Onshore, LLC, Lariat Services, Inc., ▇▇▇▇▇▇▇▇▇ Operating Company, Integra Energy, L.L.C., ▇▇▇▇▇▇▇▇▇ Exploration and Production, LLC, ▇▇▇▇▇▇▇▇▇ Tertiary, LLC, ▇▇▇▇▇▇▇▇▇ Midstream, Inc., ▇▇▇▇▇▇▇▇▇ Offshore, LLC and ▇▇▇▇▇▇▇▇▇ Holdings, Inc. and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees set forth in the Indenture (the “Guarantees”). The Notes and the Guarantees attached related thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) ”; and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, Exchange Notes and the other lenders party Guarantees related thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are herein collectively referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction DocumentsExchange Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (it being agreed that the first time when sales of the Securities are made by the Initial Purchasers is 3:47 p.m. (New York City time) on the date of this Agreement, which time is hereinafter referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandumPreliminary Offering Memorandum, dated October 20March 2, 2021 2011, including documents incorporated by reference therein (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22March 2, 2021 2011, in the form attached hereto as Exhibit C (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof including documents incorporated by reference therein (the “Final Offering Memorandum”).. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

Appears in 1 contract

Sources: Purchase Agreement (Sandridge Energy Inc)

Introductory. Option Care HealthCredit Suisse First Boston Mortgage Securities Corp., a corporation organized and existing under the laws of the State of Delaware (the "Depositor"), proposes to sell to the Underwriters (as defined below) five (5) classes of Mortgage Pass-Through Certificates, Series 2002-4. Such classes have been designated as the Class A, Class A-IO, Class M-1, Class M-2 and Class B Certificates (collectively, the "Offered Certificates"). Two classes of certificates (Class X and Class R) (the "Non-Offered Certificates" and, together with the Offered Certificates, the "Certificates") will also be issued but not offered for sale. Only the Offered Certificates are being purchased by the Underwriters. The Offered Certificates and the Non-Offered Certificates will represent the entire beneficial ownership interest in the ABFS Mortgage Loan Trust 2002-4 (the "Trust"). The assets of the Trust will consist primarily of a pool of certain home equity loans (the "Mortgage Loans") conveyed to the Trust by the Depositor pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2002 (the "Pooling and Servicing Agreement"), among the Depositor, American Business Credit, Inc., as servicer ("ABC") and JPMorgan Chase Bank, as trustee, back-up servicer and custodian (the "Trustee"), with an aggregate principal balance expected to be approximately $376,200,000 as of December 23, 2002 (the "Closing Date"). The Mortgage Loans and other property conveyed by the Depositor to the Trust will first be transferred to the Depositor by ABFS 2002-4, Inc. a Delaware corporation (the “Company”"Seller") pursuant to the Unaffiliated Seller's Agreement, dated as of December 1, 2002 (the "Unaffiliated Seller's Agreement"), proposes to issue and sell to BofA Securitiesamong the Depositor, the Seller, ABC, American Business Mortgage Services Inc. (“BofAS”"ABMS") and the other several Initial Purchasers named in Schedule A HomeAmerican Credit Inc. d/b/a Upland Mortgage (the “Initial Purchasers”)"Upland" and, acting severally together with ABC and not jointlyABMS, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection "Originators" and, together with the offering and sale of Seller, the Notes (the “Offering”"ABFS Entities"). The Securities (as defined below) Mortgage Loans and other property to be sold by the Seller to the Depositor will be purchased by the Seller from the Originators pursuant to the Unaffiliated Seller's Agreement. The Certificates are to be issued pursuant to an indenturethe Pooling and Servicing Agreement, to be and are more fully described in the Prospectus Supplement, dated as of October 27December 18, 2021 2002 relating to the Offered Certificates (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (Prospectus attached thereto, the "Prospectus"), which the Depositor has furnished to the Underwriters. The Depositor will elect to treat the Trust as defined below) and cash on hand, to refinance borrowings outstanding one or more "real estate mortgage investment conduits" under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as Internal Revenue Code of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A.1986, as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented . The Depositor on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility hereof will enter into an underwriting agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”)"Underwriting Agreement") with Credit Suisse First Boston Corporation as representative (the "Representative") for itself and the several underwriters listed on Schedule A thereto (the "Underwriters") relating to the sale of the Offered Certificates. The Pooling and Servicing Agreement, the Unaffiliated Seller's Agreement, and the Underwriting Agreement shall be collectively defined herein as the "Basic Documents." Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Underwriting Agreement.

Appears in 1 contract

Sources: Indemnification Agreement (American Business Financial Services Inc /De/)

Introductory. Option Care HealthThe stockholders listed in Schedule A hereto ("Selling Stockholders") propose to sell an aggregate of 13,861,053 outstanding shares of Common Stock, par value $0.01 per share ("Securities"), of WellChoice, Inc., a Delaware corporation ("Company") (such 13,861,053 shares of Securities being hereinafter referred to as the “Company”"Firm Securities"), . The Company also proposes to issue and sell to BofA the Underwriters (as defined herein), at the option of the Underwriters, an aggregate of not more than 1,190,477 additional shares of its Securities and the Selling Stockholders also propose to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 888,681 additional shares of the Company's Securities, Inc. as set forth below (“BofAS”) such 2,079,158 additional shares being hereinafter referred to collectively as the "Optional Securities"). The Firm Securities and the other Optional Securities are herein collectively called the "Offered Securities." The Company and the Selling Stockholders hereby agree with the several Initial Purchasers Underwriters named in Schedule A B hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount "Underwriters") as follows: The initial public offering of the Company’s 4.375% Senior Unsecured Notes due 2029 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers Offered Securities is being made in connection with the offering conversion of Empire HealthChoice, Inc. (d/b/a Empire Blue Cross and sale Blue Shield) ("HealthChoice"), a New York not-for-profit health services corporation, to a for-profit accident and health insurance company under the New York insurance laws pursuant to HealthChoice's Amended Plan of Conversion, dated June 18, 2002, and, after public hearings held in New York City and Albany on August 6 and 7, 2002, respectively, as subsequently amended on September 26, 2002 (the "Plan of Conversion"), as approved by the Superintendent ("Superintendent") of the Notes (New York State Department of Insurance on October 8, 2002. Upon consummation of the “Offering”). The Securities (as defined below) will be issued pursuant to an indenturePlan of Conversion, to be dated as in a series of October 27, 2021 (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest substantially simultaneous transactions taking place on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages date hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or immediately prior to the date hereof, execution and delivery of this Agreement (A) HealthChoice converted to a for-profit insurance company licensed under Article 42 of the “Existing First Lien Term Loan Facility”New York Insurance Law; (B) to, among other things, provide $600 million the newly converted HealthChoice issued 95% of refinancing borrowings and extend the shares of its maturity common stock to 2028 The New York Public Asset Fund" (the "Fund") established by Chapter One of the New First Lien Term Loan Facility”)York Laws of 2002, and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.specifically Section 4301(j) and Section 7317 of the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility New York Insurance Law (the “ABL Facility”"Conversion Legislation") to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale 5% of the Notes, the issuance shares of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related its common stock to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement The New York Charitable Asset Foundation (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).the

Appears in 1 contract

Sources: Underwriting Agreement (Wellchoice Inc)

Introductory. Option Care HealthSteel Dynamics, Inc., a Delaware an Indiana corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers named in Schedule A I (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A I of $500,000,000 350,000,000 aggregate principal amount of the Company’s 4.3757 5/8% Senior Unsecured Notes due 2029 2020 (the “Notes”). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, indenture to be dated as of October 27, 2021 the Closing Date (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company▇▇▇▇▇ Fargo Bank, LLCNational Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Guarantors, the Trustee and the Depositary. The payment holders of principal of, premium, if any, and interest on the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause any applicable registration statement to be declared effective. The obligations of the Company under the Notes, the Exchange Notes and the Indenture will be unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” Guarantors named in Schedule II and (ii) any other subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees the terms of the Indenture (each a, “Guarantee” and, collectively, the “Guarantees”). The Notes and the Guarantees attached thereto thereof are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) ”; and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, Exchange Notes and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing Guarantees are herein collectively referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction DocumentsExchange Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandumPreliminary Offering Memorandum, dated October 20March 11, 2021 2010 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing SupplementSupplement attached hereto as Schedule IV, dated October 22March 11, 2021 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum as of its date. Each of the Company and the Guarantors hereby confirms its agreements with the Initial Purchasers as follows:

Appears in 1 contract

Sources: Purchase Agreement (Steel Dynamics Inc)

Introductory. Option Care HealthPuget Energy, Inc., a Delaware Washington corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., and the other several Initial Purchasers Underwriters named in Schedule A (collectively, the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 450,000,000 aggregate principal amount of the Company’s 4.3754.224% Senior Unsecured Secured Notes due 2029 March 15, 2032 (the “NotesSecurities”). BofAS has BofA Securities, Inc., Mizuho Securities USA LLC and MUFG Securities Americas Inc. have agreed to act as the representative representatives of the several Initial Purchasers Underwriters (the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”)Securities. The Securities (as defined below) will be issued pursuant to an indenture, dated as of December 6, 2010 (the “Original Indenture”), as previously supplemented and as to be supplemented by a Seventh Supplemental Indenture, to be dated as of October 27March 17, 2021 2022 (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), among each between the CompanyCompany and ▇▇▇▇▇ Fargo Bank, the Guarantors (as defined below) and Ankura Trust Company, LLCN.A., as trustee (the “Trustee”). Notes The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”). The Company has agreed to secure the Securities by granting to JPMorgan Chase Bank, N.A., as collateral agent (the “Collateral Agent”), as successor to Barclays Bank PLC, for the benefit of the Trustee on behalf of the holders of the Securities, a first priority security interest in (i) pursuant substantially all of the tangible and intangible assets of the Company other than real property, subject to a letter of representationscertain agreed upon exceptions and, to be dated on or before if material, disclosed in the Closing Date Registration Statement (as defined in Section 2 hereofbelow). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility Pricing Disclosure Package (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility Prospectus (as defined below) (the “Security Agreement Collateral”), pursuant to an Amended and to pay fees and expenses in connection therewith and with the Offering. In additionRestated Borrower Security Agreement, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August February 6, 20192009, by as amended and among HC Group Holdings IIrestated as of May 10, LLC2010, and as further amended as of February 10, 2012, between the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 Collateral Agent (the “New First Lien Term Loan FacilitySecurity Agreement), ) and (ii) amend all of the credit facility agreement equity interests in the Company (the “Pledge Agreement Collateral,” and together with the Security Agreement Collateral, the “Collateral”) pursuant to an Amended and Restated Pledge Agreement, dated as of August February 6, 20192009, by as amended and among HC Group Holdings IIrestated as of May 10, LLC2010, and as further amended as of February 10, 2012 (the Company “Pledge Agreement”), between Puget Equico LLC (formerly known as Bioscrip, Inc.“Puget Equico”) and the guarantors party thereto Collateral Agent, which security interests shall be shared equally and ratably with the Company’s other secured obligations pursuant to an Amended and Restated Collateral Agency Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012, among the Company, Puget Equico, the Collateral Agent and certain other parties from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders time party thereto (as amendedsupplemented by a Joinder Agreement thereto, modified or supplemented on or prior to the date hereofdated as of December 6, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility 2010 (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Joinder Agreement”), the Securities “Collateral Agency Agreement”; and together with the Pledge Agreement, the Security Agreement, the Joinder Agreement and all agreements, deeds of trust, instruments, documents, pledges or filings executed in connection with granting, or that otherwise evidence a lien, encumbrance or claim on the Collateral, the “Collateral Documents”). This Agreement, the Securities, the Indenture and the Indenture Collateral Documents are collectively referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers Underwriters propose to make an offering of offer the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject for sale to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms public as set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Prospectus. The Securities are to be offered and sold to or through the Initial Purchasers without being registered Company has filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, as amended (No. 333-263015), originally filed with the Commission on February 25, 2022 and declared effective by the Commission on March 10, 2022, including a related Base Prospectus contained therein (the “Base Prospectus”), covering the registration of the Securities under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). For purposes of this Agreement, in reliance upon exemptions therefrom. Pursuant all references to the terms Registration Statement, any preliminary prospectus (which term, as used herein, shall include the Final Preliminary Prospectus), or the Prospectus or any amendment or supplement to any of the Securities and the Indenture, investors who acquire Securities foregoing shall be deemed to have agreed that Securities include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may only be. All references herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be resold or otherwise transferred, after deemed to refer to and include the date hereof, if such Securities are registered for sale documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act or if an exemption from of 1934 (as amended, the registration requirements “Exchange Act,” which term, as used herein, includes the rules and regulations of the Securities Act is available (including Commission promulgated thereunder) on or before the exemptions afforded by Rule 144A Effective Date of the Registration Statement or the issue date of any preliminary prospectus or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act after the Effective Date (“Rule 144A”as defined below) of the Registration Statement or Regulation S under the Securities Act (“Regulation S”))issue date of any preliminary prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 22 hereof. The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (hereby confirms its agreements with the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to Underwriters as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).follows:

Appears in 1 contract

Sources: Underwriting Agreement (Puget Energy Inc /Wa)

Introductory. Option Care HealthCommercial Vehicle Group, Inc., a Delaware corporation (the “Company”"COMPANY"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of "PURCHASERS") U.S. $500,000,000 aggregate 150,000,000 principal amount of the Company’s 4.375its 8% Senior Unsecured Notes due 2029 2013 (the “Notes”). BofAS has agreed "OFFERED SECURITIES") to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to under an indenture, to be dated as of October 27July 6, 2021 2005 (the “Indenture”"INDENTURE"), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLCU.S. Bank National Association, as trustee (the “Trustee”"TRUSTEE"). Notes The United States Securities Act of 1933, as amended, is herein referred to as the "SECURITIES ACT." The United States Securities Exchange Act of 1934, as amended, is herein referred to as the "EXCHANGE ACT." The Offered Securities will be issued only in book-entry form in unconditionally guaranteed (the name "GUARANTEES") on a senior unsecured basis by each of Cede & Co.the entities listed on Schedule B hereto (each a "GUARANTOR" and together, the "GUARANTORS"). Concurrently with the issuance of the Offered Securities, the Company will obtain an amendment to the Credit Agreement by and among, the Company, certain of its subsidiaries, the lenders referred to therein, U.S. Bank National Association, as nominee administrative agent, and Comerica Bank, as syndication agent, dated as of The Depository Trust Company August 10, 2004, in order to permit the issuance of the Offered Securities and the use of the proceeds therefrom (the “Depositary”) pursuant "CREDIT AGREEMENT AMENDMENT"). The holders of the Offered Securities will be entitled to the benefits of a letter of representations, Registration Rights Agreement to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on below) among the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectivelyCompany, the “Guarantors”Guarantors and the Representative (the "REGISTRATION RIGHTS AGREEMENT"), pursuant to their guarantees (which the “Guarantees”). The Notes Company and the Guarantees attached thereto are herein collectively referred Guarantors agree to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to file (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered registration statement with the Securities and Exchange Commission (the “Commission”"COMMISSION") with respect to a proposed offer to the holders of the Offered Securities, to issue and deliver to such holders, in exchange for the Offered Securities, a like aggregate principal amount of registered debt securities (the "EXCHANGE SECURITIES") of the Company issued under the Indenture and identical in all material respect to the Offered Securities (except for the transfer restrictions relating to the Offered Securities), and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act of 1933 (as amended, under certain circumstances specified in the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”))Registration Rights Agreement. The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to Guarantors hereby agree with the several Purchasers as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).follows:

Appears in 1 contract

Sources: Purchase Agreement (CVG Logistics, LLC)

Introductory. Option Care Health, Inc.Black Hills Corporation, a Delaware South Dakota corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers selling securityholders named in Schedule A hereto (collectively, the “Selling Securityholders”) confirms their understanding with the several Underwriters named in Schedule B hereto (the “Initial PurchasersUnderwriters”) with respect to the sale by each of the Company and the Selling Securityholders and the purchase by the several Underwriters of the respective principal amounts set forth in Schedule A and Schedule B of the Company’s 4.350% Notes due 2033 (the “Offered Securities”), of which (i) an aggregate of $299,000,000 principal amount thereof (the “Secondary Securities”) are proposed to be sold by the several Selling Securityholders and purchased by Underwriters, acting severally and not jointly, the respective amounts set forth in such Schedule A and (ii) an aggregate of $500,000,000 aggregate 101,000,000 principal amount of the Company’s 4.375% Senior Unsecured Notes due 2029 thereof (the “NotesPrimary Securities) are proposed to be sold by the Company and purchased by the Underwriters, acting severally and not jointly. The Offered Securities will be issued under an indenture dated as of May 21, 2003, between the Company and ▇▇▇▇▇ Fargo Bank, National Association (as successor to LaSalle Bank National Association). BofAS has agreed to act , as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes Trustee (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2021 (the “Base Indenture”), among as supplemented by a first supplemental indenture dated as of May 21, 2003, between the CompanyCompany and ▇▇▇▇▇ Fargo Bank, the Guarantors National Association (as defined below) and Ankura Trust Company, LLCsuccessor to LaSalle Bank National Association), as trustee Trustee (the “Trustee”). Notes will be issued only in book-entry form in , a second supplemental indenture dated as of May 14, 2009, between the name Company and the Trustee, a third supplemental indenture dated as of Cede & Co.July 16, 2010, between the Company and the Trustee, a fourth supplemental indenture dated as nominee of The Depository Trust November 19, 2013 between the Company (and the “Depositary”) pursuant to Trustee, a letter fifth supplemental indenture dated as of representationsJanuary 13, 2016, between the Company and the Trustee, a sixth supplemental indenture dated as of August 19, 2016 between the Company and the Trustee, and a seventh supplemental indenture to be dated on or before as of the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (ibelow) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of between the Company formed or acquired after and the Closing Date that executes an additional guarantee in accordance Trustee with respect to the terms of Offered Securities (the “Supplemental Indenture” and, the Base Indenture as supplemented by such first, second, third, fourth, fifth and their respective successors sixth supplemental indentures and assigns (collectivelythe Supplemental Indenture, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Appears in 1 contract

Sources: Underwriting Agreement (Black Hills Corp /Sd/)

Introductory. Option Care HealthPPL Energy Supply, Inc.LLC, a limited liability company organized under the laws of the State of Delaware corporation (the “Company”), proposes to issue and sell to BofA Securitiessell, Inc. (“BofAS”) and the other several Initial Purchasers Underwriters named in Schedule A Section 3 hereof (the “Initial PurchasersUnderwriters”), for whom you are acting as representatives (the “Representatives”) propose, severally and not jointly, to purchase, upon the respective amounts terms and conditions set forth in such Schedule A of $500,000,000 herein, $ 400,000,000 aggregate principal amount of the Company’s 4.3756.50% Senior Unsecured Notes due 2029 2018 (the “Notes”). BofAS has agreed ) to act as the representative of the several Initial Purchasers in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to under an indentureIndenture, to be dated as of October 271, 2021 (2001, between the “Indenture”), among the Company, the Guarantors Company and The Bank of New York (as defined below) and Ankura Trust Companysuccessor to JPMorgan Chase Bank, LLCN.A. (formerly The Chase Manhattan Bank)), as trustee thereunder (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company heretofore supplemented and as to be further supplemented by Supplemental Indenture No. 9 thereto relating to the Notes (the DepositarySupplemental Indenture No. 9”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectivelyso supplemented, the “Guarantors”), pursuant to their guarantees (the “GuaranteesIndenture”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (No. 333-132574-01), including the related preliminary prospectus or prospectuses, which registration statement became effective upon filing under the Securities Act Rule 462(e) (“Rule 462(e)”) of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to (the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale Act Regulations”) under the Securities Act or if an exemption from of 1933, as amended (the “Securities Act”). Such registration statement covers the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A Notes under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”))Act. The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the date of this Agreement is executed and deliveredAgreement, the Company will prepare and deliver file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to each Initial Purchaser be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Notes that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company and the Representatives) is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering memorandum dated of the Notes, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Final Offering MemorandumExchange Act)) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Sources: Underwriting Agreement (PPL Energy Supply LLC)

Introductory. Option Care HealthThis Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC, (“ThinkEquity” or the “Placement Agent”) shall be engaged by iSpecimen Inc., a corporation formed under the laws of the State of Delaware corporation (the “Company”), proposes to issue and sell act as the exclusive Placement Agent in connection with the private placement (hereinafter referred to BofA Securities, Inc. (as the BofASOffering”) and of securities of the other several Initial Purchasers named Company, as more fully described below. Capitalized terms used but not defined in Schedule A this Agreement shall have the meaning ascribed to them in the Securities Purchase Agreement (defined below). The Offering will consist of an aggregate of (i)1,749,999 shares (the “Initial PurchasersShares), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount ) of the Company’s 4.375% Senior Unsecured Notes due 2029 common stock, $0.0001 par value per share (the “NotesCommon Stock). BofAS has agreed to act as the representative of the several Initial Purchasers in connection with the offering ) and sale of the Notes warrants (the “OfferingWarrants” and, together with the Shares, the “Securities”) to purchase 1,312,500 shares of Common Stock (the “Warrant Shares”), o the basis of one Share and three-quarters of a Warrant. Each person desiring to purchase Securities in the Offering will be required to (i) execute and deliver to the Company a fully completed Securities Purchase Agreement; and (ii) transmit the full amount of the purchase price of the Securities subscribed for to the Company, in accordance with the following instructions: Bridge Bank, Account: 8069873343, Wire Routing No.1▇▇▇▇▇▇▇▇, unless the Company and the Investors agree to wire transfer to a separate account specified in writing between the parties. The Securities will be offered and sold to the Investors (as defined below) will be issued in the Offering pursuant to an indenture, to be dated as the exemption from the registration requirements of October 27, 2021 (the “Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLCSecurities Act of 1933, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agentamended, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million rules and regulations of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 thereunder (as amendedcollectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements Section 4(a)(2) of the Securities Act is available (including and Rule 506(b) of Regulation D promulgated by the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S Commission under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering MemorandumD”).

Appears in 1 contract

Sources: Placement Agency Agreement (iSpecimen Inc.)

Introductory. Option Care HealthLife Storage LP, a Delaware limited partnership (the “Operating Partnership”), Life Storage, Inc., a Delaware Maryland corporation (the “Company”), and Life Storage Holdings, Inc., a Delaware corporation (“Life Storage Holdings”), the general partner of the Operating Partnership and wholly-owned subsidiary of the Company (together with the Company and the Operating Partnership, the “Transaction Entities”) proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several Initial Purchasers Underwriters named in Schedule A (the “Initial PurchasersUnderwriters), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) $500,000,000 350,000,000 aggregate principal amount of the Company’s 4.3754.000% Senior Unsecured Notes due 2029 (the “Notes”). BofAS has The Notes are to be issued pursuant to an indenture dated June 20, 2016, among the Operating Partnership, ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”), and the Company, as guarantor (the “Base Indenture”), as supplemented by the third supplemental indenture to be dated on or about June 3, 2019 among the Operating Partnership, the Trustee and the Company, as guarantor (the “Third Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). Citigroup Global Markets Inc., ▇▇▇▇▇ Fargo Securities, LLC and U.S. Bancorp Investments, Inc. have agreed to act as the representative of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) in connection with the offering issuance and sale of the Notes by the Operating Partnership. This agreement by and among the Transaction Entities and the Underwriters shall be referred to as this “Agreement.” The Notes will be fully and unconditionally guaranteed as to the payment of principal and interest by the Company (the “Offering”). The Securities (as defined below) will be issued pursuant to an indentureGuarantees” and together with the Notes, to be dated as of October 27, 2021 (the “Securities”) in accordance with the terms of the Notes and the Indenture”), among the Company, the Guarantors (as defined below) and Ankura Trust Company, LLC, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of will be issued to Cede & Co., Co. as nominee of The Depository Trust Company (the DepositaryDTC) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment Each of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, Transaction Entities jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance hereby confirms its agreements with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to Underwriters as the “Securities.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).follows:

Appears in 1 contract

Sources: Underwriting Agreement (Life Storage Lp)