Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the parties hereto in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of Finance, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000 1. The number of Underwritten Shares: 2,400,000 shares of Common Stock. 2. The number of Option Shares: up to 360,000 shares of Common Stock. 3. The number of Shares: up to 2,760,000 shares of Common Stock. 4. The initial public offering price of the Shares: $71.25 per share of Common Stock. 5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
Appears in 1 contract
Sources: Underwriting Agreement (National Health Investors Inc)
Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among amongst the parties hereto Company, the Guarantor Subsidiary and the Underwriters in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Managing Director and Chief Financial Officer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of FinanceSenior Managing Director, Chief Financial Legal Officer and Treasurer CONFIRMED AND ACCEPTED, Secretary The foregoing Agreement is hereby confirmed and accepted on behalf of each of the Underwriters as of the date first above written: By: BOFA SECURITIES, INCfirst-written above. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair Executive Director By: ▇.▇. /s/ ▇▇▇▇▇▇ SECURITIES LLC ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC Managing Director By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. Managing Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇Name of Underwriter Amount of Initial Securities ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇& Co. LLC $ 16,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director& Co. LLC $ 16,000,000 RBC Capital Markets, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ LLC $ 16,000,000 UBS Securities LLC 456,000 $ 16,000,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇$ 16,000,000 ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000
1. The number of Underwritten Shares: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. The initial public offering price of the Shares: $71.25 per share of Common Stock.
5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇Inc. $ 10,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇& Co. $ 10,000,000 Total $ 100,000,000
1. Final Term Sheet, dated June 3, 2025, attached hereto as ▇▇▇▇▇ ▇. Registration Nos. 333-287734 and ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. -▇▇▇▇▇▇-▇▇ Issuer: PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Company”) Guarantee: The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by PennyMac Corp., a Delaware corporation (the “Guarantor”) Title of the Securities: 9.00% Senior Notes due 2030 Type of Offering: SEC Registered Initial Aggregate Principal Amount Being Offered: $100,000,000 Over-Allotment Option: Up to $15,000,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount.
Appears in 1 contract
Sources: Underwriting Agreement (PennyMac Mortgage Investment Trust)
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. enforceable.[Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the parties hereto in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of Finance, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: BMO Capital Markets Corp. KeyBanc Capital Markets Inc. By: BOFA SECURITIES, INC. /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Associate Director, Payment & Securities Operations Title: Director, Equity Capital Markets BofA Securities, Inc. Regions Securities LLC By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair ByName: ▇.▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ SECURITIES LLC Title: Managing Director Title: Managing Director - ECM Capital One Securities, Inc. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director Title: Managing Director Huntington Securities, Inc. ▇▇▇▇▇ Fargo Securities, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward SellersSenior Managing Director Title: Managing Director ▇.▇. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. ▇▇▇▇▇▇ Securities LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director ByAs Agents CONFIRMED AND ACCEPTED, as of the date first above written: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION Bank of Montreal KeyBanc Capital Markets Inc. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Associate Director, Payment & Securities Operations Title: Director, Equity Capital Markets Bank of America, N.A. Regions Securities LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director ByTitle: Managing Director - ECM JPMorgan Chase Bank, National Association ▇▇▇▇▇ FARGO BANKFargo Bank, NATIONAL ASSOCIATION National Association By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets Director As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution—Placement Notice Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement among National Health Investors, Inc. (the “Company”), the Agents and the Forward Purchasers, dated March 16, 2023 (the “Agreement”), I hereby request on behalf of the Company that [ ] sell Securities on consistent with the following terms: Manner of Sale: Agent to act as [principal][sales agent for the Company][forward seller for the related Forward Purchaser] Minimum number of Securities to be sold: [•] First day of sales: [•] Last day of sales: [•] Hedge completion date deadline: [•] Aggregate maximum [number of shares][gross sales price of shares] to be sold: [$][•] Minimum price per share1: $[•] Commission: [•]% Spread: [•]% Stock Loan Fee: [•]% Stock Borrow Event threshold: [•]% Maturity Date: [•], 20[•] Threshold amount: $[•] Forward Price Reduction Dates / Amounts ($): [•], 20[•] / $[•] [•], 20[•] / $[•] [•], 20[•] / $[•] [•], 20[•] / $[•] Any other limitation on number of Securities to be sold: [•] Other deviations from form of Confirmation: [•] Capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement or the Form of Registered Forward Confirmation set forth in Exhibit G to the Agreement. BofA Securities1 Adjustable by the Company until the forward hedge completion date deadline. National Health Investors, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000
1. The number of Underwritten Shares: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. The initial public offering price of the Shares: $71.25 per share of Common Stock.
5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇Inc.:
Appears in 1 contract
Sources: Equity Distribution Agreement (National Health Investors Inc)
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the parties hereto in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of Finance, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. BMO Capital Markets Corp. KeyBanc Capital Markets Inc. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC ByName: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ NameTitle: Co-Head, Global ECM Title: Managing Director BofA Securities, Inc. PNFP Capital Markets, Inc. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President ByName: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director ByVice Chairman Title: BMO CAPITAL MARKETS CORP. Chief Compliance Officer Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. Regions Securities LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director ByName: ▇▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director Title: Managing Director - ECM Huntington Securities, Inc. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Head of Equity Capital Markets Title: Managing Director ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇ Fargo Securities, LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ Title▇▇▇▇▇ Name: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President Title: Managing Director As Agents CONFIRMED AND ACCEPTED, as of the date first above written: Bank of Montreal KeyBanc Capital Markets Inc. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global ECM Title: Managing Director Bank of America, N.A. Regions Securities LLC By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director Title: Managing Director - ECM CF Secured, LLC ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Managing Director Title: Managing Director JPMorgan Chase Bank, National Association ▇▇▇▇▇ Fargo Bank, National Association By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director Title: Managing Director Huntington Securities, Inc. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Head of Equity Capital Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution—Placement Notice Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement among National Health Investors, Inc. (the “Company”), the Agents and the Forward Purchasers, dated March 16, 2026 (the “Agreement”), I hereby request on behalf of the Company that [ ] sell Securities on consistent with the following terms: Manner of Sale: Agent to act as [principal][sales agent for the Company][forward seller for the related Forward Purchaser] Minimum number of Securities to be sold: [•] First day of sales: [•] Last day of sales: [•] Hedge completion date deadline: [•] Aggregate maximum [number of shares][gross sales price of shares] to be sold: [$][•] Minimum price per share1: $[•] Commission: [•]% Spread: [•]% Stock Loan Fee: [•]% Stock Borrow Event threshold: [•]% Maturity Date: [•], 20[•] Threshold amount: $[•] Forward Price Reduction Dates / Amounts ($): [•], 20[•] / $[•] [•], 20[•] / $[•] [•], 20[•] / $[•] [•], 20[•] / $[•] Any other limitation on number of Securities to be sold: [•] Other deviations from form of Confirmation: [•] Capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement or the Form of Registered Forward Confirmation set forth in Exhibit G to the Agreement. BofA Securities1 Adjustable by the Company until the forward hedge completion date deadline. National Health Investors, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000
1. The number of Underwritten Shares: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. The initial public offering price of the Shares: $71.25 per share of Common Stock.
5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇Inc.:
Appears in 1 contract
Sources: Equity Distribution Agreement (National Health Investors Inc)
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement, the applicable Terms Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereofhereof or thereof. If any section, paragraph or provision of this Agreement or the applicable Terms Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, instrument will become a binding agreement among the parties hereto Company and the several Underwriters in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INCROYAL CARIBBEAN CRUISES LTD. By: /s/ N▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of Finance, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: N▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director Chief Financial Officer Accepted as of the date hereof: By: BMO CAPITAL MARKETS CORPBOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇R▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇R▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. G▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇S▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 CO. LLC By: /s/ J▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000
1. The number of Underwritten Shares: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. The initial public offering price of the Shares: $71.25 per share of Common Stock.
5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: J▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: M▇▇▇▇▇ S▇▇▇▇▇▇ & CO. LLC By: /s/ T▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: T▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director On behalf of each of the Underwriters To: Royal Caribbean Cruises Ltd. 1▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ Miami, Florida 33132 Ladies and Gentlemen: We (the “Representatives”) understand that Royal Caribbean Cruises Ltd., a Liberian corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the underwriting agreement dated September 22, 2025 between the Company and BofA Securities, Inc., G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC and M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC (the “Underwriting Agreement”), to issue and sell $1,500,000,000 principal amount of its 5.375% Senior Notes due 2036 (the “Notes” or “Underwritten Securities”). Subject to the terms and conditions stated herein and in the Underwriting Agreement, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective amounts of Underwritten Securities set forth below opposite their respective names, to the extent any are purchased, at the purchase price set forth below. M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC $ 152,723,000 BofA Securities, Inc. 152,677,000 G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC 152,677,000 BNP Paribas Securities Corp. 69,231,000 Citigroup Global Markets Inc. 69,231,000 J.▇. ▇▇▇▇▇▇ Securities LLC 69,231,000 Mizuho Securities USA LLC 69,231,000 PNC Capital Markets LLC 69,231,000 Scotia Capital (USA) Inc. 69,231,000 SMBC Nikko Securities America, Inc. 69,231,000 Truist Securities, Inc. 69,231,000 BBVA Securities Inc. 40,385,000 CIBC World Markets Corp. 40,385,000 Citizens JMP Securities, LLC 40,385,000 DNB Markets, Inc. 40,385,000 Fifth Third Securities, Inc. 40,385,000 Lloyds Securities Inc. 40,385,000 NatWest Markets Securities Inc. 40,385,000 Regions Securities LLC 40,385,000 Commerz Markets LLC 19,615,000 HSBC Securities (USA) Inc. 19,615,000 Huntington Securities, Inc. 19,615,000 Nordea Bank Abp 19,615,000 R. ▇▇▇▇▇▇▇ & Co., LLC 19,615,000 Santander US Capital Markets LLC 19,615,000 SG Americas Securities, LLC 19,615,000 CaixaBank, S.A. 9,230,000 DZ Financial Markets LLC 9,230,000 SEB Securities, Inc. 9,230,000 Total $ 1,500,000,000 $1,500,000,000 5.375% Senior Notes due 2036 The Notes shall have the following terms: Title of Securities: Senior Notes Currency: United States Dollars Principal amount to be issued: $1,500,000,000 Current unsecured debt ratings: [Intentionally Omitted] Interest rate or formula: 5.375% Interest payment dates: January 15 and July 15 of each year, commencing January 15, 2026 Record Dates: January 1 and July 1 of each year Stated maturity date: January 15, 2036 Redemption or repayment provisions: None, except as provided by Sections 1108 and 1109 of the indenture dated as of July 31, 2006 (the “Base Indenture”), as supplemented by the Fourth Supplemental Indenture, to be dated October 1, 2025 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Sinking fund requirements: None Initial public offering price: 99.852% plus accrued interest, if any, from October 1, 2025 Purchase price: 99.202% plus accrued interest, if any, from October 1, 2025 (payable in same day funds) Conversion provisions: None Defeasance provisions: The provisions of Sections 403 and 1004 of the Base Indenture relating to defeasance shall apply to the Underwritten Securities Other terms: The covenants set forth in the Prospectus Supplement and the Indenture shall apply to the Underwritten Securities Applicable Time: 3:20 p.m. (Eastern time) on September 22, 2025 Representatives of the Underwriters: BofA Securities, Inc. O▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC 1▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Closing Time and location: 10:00 a.m., October 1, 2025 at Cravath, Swaine & M▇▇▇▇ LLP, Two Manhattan West, 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Exchange Listing: The Underwritten Securities may be listed on TISE. Issuer Free Writing Prospectus (referred to in Section 1(a)(iii) of the Underwriting Agreement): Final term sheet dated September 22, 2025 Company Additional Written Communication: Electronic (DealRoadshow) road shows of the Company prior to and after launch relating to the offering of the Underwritten Securities Except to the extent amended hereby, the provisions contained in the Underwriting Agreement are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein and each of the representations, warranties and covenants set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, provided that each reference therein to (1) Prospectus shall be to the Prospectus Supplement, dated September 22, 2025, together with the Base Prospectus, dated February 29, 2024, (2) Preliminary Prospectus shall be to the Preliminary Prospectus Supplement, dated September 22, 2025, together with the Base Prospectus, dated February 29, 2024, as amended and supplemented immediately prior to the Applicable Time, and (3) Issuer Free Writing Prospectus shall be to any Issuer Free Writing Prospectus specifically referred to in this Terms Agreement. Terms defined in the Underwriting Agreement are used herein as therein defined. All of the Company’s direct and indirect Significant Subsidiaries are set forth on Schedule A hereto. The Underwritten Securities will be issued only in book-entry form through the facilities of The Depository Trust Company (the “Depository”). Delivery of the Underwritten Securities will be made through the book-entry facilities of the Depository for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking S.A. Please accept this offer by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, Acting on behalf of themselves and each of the other named Underwriters By: BOFA SECURITIES, INC. By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: G▇▇▇▇▇▇ S▇▇▇▇ & CO. LLC By: /s/ J▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: J▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇ Title: Managing Director By: M▇▇▇▇▇ S▇▇▇▇▇▇ & CO. LLC By: /s/ T▇▇▇▇▇ ▇▇▇▇▇▇ Name: T▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ROYAL CARIBBEAN CRUISES LTD. By: /s/ N▇▇▇▇▇▇ ▇▇▇▇▇ Name: N▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer Issuer: Royal Caribbean Cruises Ltd. Principal Amount: $1,500,000,000 Gross Proceeds: $1,497,780,000 Maturity: January 15, 2036, unless earlier redeemed or repurchased Coupon (Interest Rate): 5.375% Price to the Public: 99.852% Yield to Maturity: 5.395% Spread to Benchmark Treasury: +125 basis points Benchmark Treasury: UST 4.250% due August 15, 2035 Benchmark Treasury Price and Yield: 100-27; 4.145% Interest Payment Dates: January 15 and July 15 of each year, commencing January 15, 2026 Interest Payment Record Dates: January 1 and July 1 of each year
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to, but excluding, the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the date of redemption In addition, on or after the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption
Appears in 1 contract
Sources: Underwriting Agreement (Royal Caribbean Cruises LTD)
Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the parties hereto Initial Purchasers and the Company in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of Finance, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC PETROLEUM DEVELOPMENT CORPORATION By: /s/ ▇▇▇▇▇▇ ▇▇▇ . ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇ . ▇▇▇▇▇▇ Title: Vice President ByGeneral Counsel and Secretary CONFIRMED AND ACCEPTED, as of the date first above written: ▇▇▇▇▇ FARGO SECURITIES, LLC ▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. & ▇▇▇▇▇ INCORPORATED By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets Director For themselves, in their respective capacities themselves and as Representatives Representative of the other Underwriters Initial Purchasers named in Schedule Exhibit A hereto and as Forward Sellershereto. CONFIRMED AND ACCEPTED, as Name of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ Initial Purchaser Securities ▇▇▇▇▇ Fargo Securities, LLC $ 45,000,000 ▇▇▇▇▇▇▇ Name: Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANKIncorporated 25,000,000 BMO Capital Markets Corp. 4,000,000 BBVA Securities Inc. 4,000,000 BNP Paribas Securities Corp. 4,000,000 Credit Agricole Securities (USA) Inc. 4,000,000 RBS Securities Inc. 4,000,000 Scotia Capital (USA) Inc. 4,000,000 Global Hunter Securities, NATIONAL ASSOCIATION By: /s/ LLC 2,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇& Company L.L.C. 2,000,000 ▇▇▇▇▇▇▇▇▇ Title: Managing Director By: Capital Partners, LLC 2,000,000 Total $ 100,000,000 ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo SecuritiesNatural Gas Company West Virginia Corporation Unioil Nevada Corporation PDC Mountaineer, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Delaware Limited Liability Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000
1. The number of Underwritten Shares: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. The initial public offering price of the Shares: $71.25 per share of Common Stock.
5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the parties hereto in accordance with its termsspace provided below. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: EQT CORPORATION By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Senior Vice President of Finance, and Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, Accepted as of the date first above written: By: BOFA SECURITIES, BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ Title: Vice Chair Managing Director By: /s/ Marc Fratepietro Name: Marc Fratepietro Title: Managing Director | CMTS North America Deutsche Bank Securities Inc. By: /s/ Ben-Zion Smilchensky Name: Ben-Zion Smilchensky Title: Managing Director Deutsche Bank Securities Inc. ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORPBarclays Capital Inc. $ 150,000,000 Deutsche Bank Securities Inc. 150,000,000 ▇.▇. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: Securities LLC 150,000,000 SunTrust ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ , Inc. 90,000,000 Mitsubishi UFJ Securities (USA), Inc. 45,000,000 PNC Capital Markets LLC 45,000,000 ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA SecuritiesSachs & Co. 24,000,000 The Huntington Investment Company 24,000,000 UBS Securities LLC 24,000,000 U.S. Bancorp Investments, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital 24,000,000 CIBC World Markets Corp. 384,000 Regions 12,000,000 Credit Agricole Securities LLC 168,000 KeyBanc Capital Markets (USA) Inc. 168,000 ▇▇▇▇▇▇12,000,000 _____________ Final Term Sheet dated November 2, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000
1. The number of Underwritten Shares: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. The initial public offering price of the Shares: $71.25 per share of Common Stock.
5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇2011
Appears in 1 contract
Sources: Underwriting Agreement (EQT Corp)
Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. Table of Contents Table of Contents If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the parties hereto Underwriters and the Company in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: PETROLEUM DEVELOPMENT CORPORATION By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Senior Vice President – Corporate Development Table of Finance, Chief Financial Officer and Treasurer Contents CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇LYNCH, PIERCE, ▇▇▇▇▇▇ Title: Vice Chair By: & ▇▇▇▇▇ INCORPORATED ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: ▇▇▇▇▇ FARGO SECURITIES, LLC ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By /s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By /s/ ▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇ FARGO SECURITIES, LLC By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIESDirector For themselves and as Representatives of the Underwriters named in Exhibit A hereto. Table of Contents Dated as of , LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇2012 ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-HeadLynch, Global Equity Capital Markets For themselvesPierce, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000
1. The number of Underwritten Shares: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. The initial public offering price of the Shares: $71.25 per share of Common Stock.
5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇Incorporated
Appears in 1 contract
Sources: Underwriting Agreement (Petroleum Development Corp)
Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the parties hereto Underwriters and the Company in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: PETROLEUM DEVELOPMENT CORPORATION By /s/ D▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: D▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President of Finance, Chief Financial Officer General Counsel and Treasurer Secretary CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA W▇▇▇▇ FARGO SECURITIES, INCLLC W▇▇▇▇ FARGO SECURITIES, LLC By /s/ D▇▇▇▇ ▇▇▇▇▇▇ M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By /s/ J▇▇▇ ▇. By▇▇▇▇▇▇▇▇ Name: /s/ J▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Director For themselves and as Representative of the Underwriters named in Exhibit A hereto. Name of Underwriter Number of Initial Securities W▇▇▇▇ Fargo Securities, LLC 1,620,000 M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated 900,000 BMO Capital Markets Corp. 144,000 BBVA Securities Inc.. 144,000 BNP Paribas Securities Inc. 144,000 Credit Agricole Securities (USA) Inc. 144,000 RBS Securities Inc. 144,000 Scotia Capital (USA) Inc. 144,000 Global Hunter Securities, LLC 72,000 J▇▇▇▇▇▇ R▇▇▇ & Company L.L.C. 72,000 P▇▇▇▇▇▇▇▇ Capital Partners, LLC 72,000 Total 3,600,000 A- R▇▇▇▇ Natural Gas Company West Virginia Corporation Unioil Nevada Corporation PDC Mountaineer, LLC Delaware Limited Liability Company B- R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ G▇▇▇▇ ▇. ▇▇▇▇▇▇▇ B▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ D▇▇▇▇▇ ▇. ▇▇▇▇▇▇ L▇▇▇▇ ▇. ▇▇▇▇▇ S▇▇▇▇ ▇▇▇▇▇ L▇▇▇▇ ▇▇▇▇▇ J▇▇▇▇ ▇▇▇▇▇▇▇ Name: J▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice Chair By: D▇.▇. ▇▇ ▇▇▇▇▇ SECURITIES LLC By: /s/ ▇K▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ ▇* J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000
1. The number of Underwritten Shares: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. The initial public offering price of the Shares: $71.25 per share of Common Stock.
5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ * In this case, or other alternate arrangements satisfactory to the Representatives C- W▇▇▇▇ Fargo Securities, LLC M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated As Representatives of the several Underwriters c/o Wells Fargo Securities, LLC 375 ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇. adies and Gentlemen: This agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Petroleum Development Corporation, a Nevada corporation (the “Company”), W▇. ▇▇▇ Fargo Securities, LLC (“W▇▇▇▇ Fargo”), M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, as representatives of a group of underwriters (the “Underwriters”), and the other parties thereto (if any), relating to a proposed underwritten public offering of common stock (the “Common Stock”) of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date of the Underwriting Agreement through and including the date that is the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of W▇▇▇▇ Fargo, directly or indirectly:
(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of the Company’s Common Stock or preferred stock or other capital stock (collectively, “Capital Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or
(ii) enter into any swap or other agreement, arrangement or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of any Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock, whether any transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other Capital Stock, other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. Moreover, if:
(1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or
(2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the Lock-up Period shall be extended and the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the occurrence of the material news or material event, as the case may be, unless W▇▇▇▇ Fargo waives, in writing, such extension. Notwithstanding the provisions set forth in the immediately preceding paragraph, the undersigned may, without the prior written consent of W▇▇▇▇ Fargo, transfer any Common Stock or other Capital Stock or any securities convertible into or exchangeable or exercisable for Common Stock or other Capital Stock
(1) if the undersigned is a natural person, as a bona fide gift or gifts, or by will or intestacy, to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family or as a bona fide gift or gifts to a charity or educational institution, and
(2) if the undersigned is a partnership or a limited liability company, to a partner or member, as the case may be, of such partnership or limited liability company if, in any such case, such transfer is not for value, provided, however, that in the case of any transfer described in clause (1) or (2) above, it shall be a condition to the transfer that (A) the transferee executes and delivers to W▇▇▇▇ Fargo, acting on behalf of the Underwriters, not later than one business day prior to such transfer, a written agreement, in substantially the form of this agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise reasonably satisfactory in form and substance to W▇▇▇▇ Fargo, and (B) if the undersigned is required to file a report under Section 16(a) of the Securities Exchange Act of 1934, as amended, reporting a reduction in beneficial ownership of shares of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock by the undersigned during the Lock-Up Period (as the same may be extended as described above), the undersigned shall include a statement in such report to the effect that such transfer or distribution is not a transfer for value and, in the case of any transfer pursuant to clause (1), that such transfer is being made as a gift or by will or intestacy, as the case may be, and, in the case of any transfer pursuant to clause (2), that such transfer is being made to the partners or members, as the case may be, of the applicable partnership or limited liability company, as the case may be. For purposes of this paragraph, “immediate family” shall mean a spouse, lineal descendent, father, mother, brother or sister of the undersigned. Furthermore, notwithstanding the foregoing, the undersigned may, without the prior written consent of W▇▇▇▇ Fargo, (i) effect the cashless exercise or net share settlement of options to acquire shares of Common Stock outstanding on the date hereof and (ii) transfer to the Company shares of Common Stock for purposes of satisfying any tax withholding obligation that arises in connection with the vesting of restricted stock (so long as the purpose of such transfer is noted on any public report filed with the Securities and Exchange Commission). The undersigned further agrees that (i) it will not, during the Lock-Up Period (as the same may be extended as described above), make any demand for or exercise any right with respect to the registration under the Securities Act of 1933, as amended (the “1933 Act”), of any shares of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock, and (ii) the Company may, with respect to any Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock owned or held (of record or beneficially) by the undersigned, cause the transfer agent or other registrar to enter stop transfer instructions and implement stop transfer procedures with respect to such securities during the Lock-Up Period (as the same may be extended as described above). In addition, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit, provided that such waiver shall apply only to the public offering of Common Stock pursuant to the Underwriting Agreement and each registration statement filed under the 1933 Act in connection therewith. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this agreement and that this agreement has been duly authorized (if applicable), executed and delivered by the undersigned and is a valid and binding agreement of the undersigned. This agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the undersigned (if a natural person) and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. If the Underwriting Agreement is not executed by the parties thereto prior to January 15, 2011, this agreement shall automatically terminate and become null and void. The undersigned acknowledges and agrees that whether or not any public offering of Common Stock actually occurs depends on a number of factors, including market conditions.
Appears in 1 contract
Sources: Underwriting Agreement (Petroleum Development Corp)
Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the parties hereto Underwriters and the Company in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of Finance, & Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ Title: Vice President & Treasurer CONFIRMED AND ACCEPTED as of the date first above written: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED RBC CAPITAL MARKETS, LLC SCOTIA CAPITAL (USA) INC. By: ▇▇▇▇▇▇▇ FARGO SECURITIESLYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Executive Director Authorized Signatory By: BMO SCOTIA CAPITAL MARKETS CORP(USA) INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ For themselves and as Representatives of the several Underwriters named in Schedule A hereto. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANKLynch, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing DirectorPierce, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo SecuritiesIncorporated U.S.$ 100,000,000 U.S.$ 100,000,000 RBC Capital Markets, LLC 600,000 90,000 100,000,000 100,000,000 Scotia Capital (USA) Inc. 100,000,000 100,000,000 BMO Capital Markets Corp. 600,000 90,000 50,000,000 50,000,000 CIBC World Markets Corp. 50,000,000 50,000,000 AltaCorp Capital (U.S.A.) Inc. 17,000,000 17,000,000 BNP Paribas Securities Corp. 17,000,000 17,000,000 National Bank of Canada Financial Inc. 17,000,000 17,000,000 RBS Securities Inc. 17,000,000 17,000,000 TD Securities (USA) LLC 17,000,000 17,000,000 ANZ Securities, Inc. 7,500,000 7,500,000 Mizuho Securities USA Inc. 7,500,000 7,500,000 Total 2,400,000 360,000U.S.$ 500,000,000 U.S.$ 500,000,000
(1. The number of Underwritten Shares: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. ) The initial public offering price of the Shares: $71.25 per share 2023 Debentures shall be 99.899% of Common Stockthe principal amount thereof, plus accrued interest, if any, from the date of issuance.
5. (2) The purchase price to be paid by the Underwriters for the 2023 Debentures shall be 99.249% of the principal amount thereof.
(3) The interest rate on the 2023 Debentures shall be 3.500% per annum.
(1) The initial forward sale public offering price of the Borrowed Underwritten Shares2043 Debentures shall be 99.238% of the principal amount thereof, plus accrued interest, if any, from the date of issuance.
(2) The purchase price to be paid by the Underwriters for the 2043 Debentures shall be 98.363% of the principal amount thereof.
(3) The interest rate on the 2043 Debentures shall be 4.900% per annum. Issuer: $68.40 per share of Common StockAgrium Inc. Agrium Inc. Format: SEC Registered - Registration Statement No. None333-180315 SEC Registered - Registration Statement No. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇333-180315 Ranking: Senior Unsecured Senior Unsecured Trade Date: May 28, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇2013 May 28, 2013 Settlement Date: May 31, 2013 (T + 3) May 31, 2013 (T + 3) Maturity Date: June 1, 2023 June 1, 2043 Aggregate Principal Amount Offered: U.S.$500,000,000 U.S.$500,000,000 Coupon: 3.500% 4.900% Price to Public (Issue Price): 99.899% 99.238%
Appears in 1 contract
Sources: Purchase Agreement (Agrium Inc)
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any a section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the parties hereto Underwriters, the Company and the Operating Partnerships in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: /s/ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President of FinanceBy: Lex GP-1 Trust, Chief Financial Officer and Treasurer its General Partner By: /s/ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President By: Lex GP-1 Trust, its General Partner By: /s/ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President CONFIRMED AND ACCEPTED, as of the date first above written: ByFor itself and as Representative of the several Underwriters listed on Schedule I hereto: BOFA SECURITIES, INC. By: By /s/ J▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: By /s/ ▇▇▇D▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇D▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000
1. The number of Underwritten Shares: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. The initial public offering price of the Shares: $71.25 per share of Common Stock.
5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇ Name: M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Managing Director – Equity Capital Markets By /s/ V▇▇▇▇▇▇▇ ▇▇▇▇ Name: V▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated 5,400,000 810,000 W▇▇▇▇ Fargo Securities, LLC 5,400,000 810,000 J▇▇▇▇▇▇▇▇ LLC 3,200,000 480,000 Barclays Capital Inc. 2,400,000 360,000 J.▇. ▇▇▇▇▇▇ Securities LLC 1,800,000 270,000 KeyBanc Capital Markets Inc. 1,800,000 270,000 None
1. The number of common shares sold in the offering is 20,000,000 common shares.
2. The public offering price of the common shares is: $11.70. 3▇ ▇▇▇▇▇ ▇▇▇▇▇▇ BORROWER LLC DE 1▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ BORROWER LLC DE 1▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ PROPERTY OWNER LLC DE 1▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ BUSINESS TRUST MD 1701 MARKET ASSOCIATES L.▇. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ LLC DE ACQUIPORT 550 MANAGER LLC DE ACQUIPORT 600 MANAGER LLC DE ACQUIPORT BREA L.P. DE ACQUIPORT BREA MANAGER LLC DE ACQUIPORT COLORADO SPRINGS LLC DE ACQUIPORT COLORADO SPRINGS MANAGER LLC DE ACQUIPORT INT'L PARKWAY L.P. DE ACQUIPORT INT'L PARKWAY MANAGER LLC DE ACQUIPORT ISSAQUAH LLC DE ACQUIPORT ISSAQUAH MANAGER LLC DE ACQUIPORT L▇▇▇ ▇▇▇▇ 550 LLC DE ACQUIPORT L▇▇▇ ▇▇▇▇ 600 LLC DE ACQUIPORT LAURENS LLC DE ACQUIPORT LAURENS MANAGER INC. DE ACQUIPORT LENEXA LLC DE ACQUIPORT LENEXA MANAGER LLC DE ACQUIPORT M▇▇▇▇▇▇▇▇ ▇.▇. DE ACQUIPORT M▇▇▇▇▇▇▇▇ MANAGER LLC DE ACQUIPORT MERIDIAN LLC DE ACQUIPORT MERIDIAN MANAGER LLC DE ACQUIPORT MILFORD LLC DE ACQUIPORT OAKLAND L.P. DE ACQUIPORT OAKLAND MANAGER LLC DE ACQUIPORT SIERRA MANAGER CORP. DE ACQUIPORT TEMPERANCE LLC DE ACQUIPORT TEMPERANCE MANAGER INC. DE ACQUIPORT WINCHESTER LLC DE ACQUIPORT WINCHESTER MANAGER LLC DE ADGOLD MANAGER LLC NY CHADAN MANAGER LLC NY CHADER MANAGER LLC NY CHICAGO PRIVATE SCHOOL LENDER MANAGER LLC DE CHICAGO PRIVATE SCHOOL LENDER LLC DE CONZAR MANAGER LLC CT CMBS PROPERTY HOLDINGS LLC DE CMBS GP HOLDINGS LLC DE CTO ASSOCIATES LIMITED PARTNERSHIP MD DATA PHOENIX LESSEE SUB LLC DE DATA PHOENIX LESSEE L.P. DE EVERGLADES CHARTER SCHOOL LENDERS, LLC DE EVERGLADES CHARTER SCHOOL MANAGER LLC DE FARRAGUT REMAINDER I LIMITED PARTNERSHIP MA FARRAGUT REMAINDER II LIMITED PARTNERSHIP MA FEDERAL SOUTHFIELD LIMITED PARTNERSHIP DE JAZAR MANAGER LLC CT JERMOR ASSOCIATES LIMITED PARTNERSHIP CT HARPARD ASSOCIATES LIMITED PARTNERSHIP CT LEPERCQ CORPORATE INCOME FUND II L.▇. ▇▇ ▇▇▇▇▇▇▇ CORPORATE INCOME FUND L.P. DE LEX AURORA L.P. DE L▇▇ ▇▇▇▇▇▇ GP LLC DE L▇▇ ▇▇▇▇▇▇ L.P. DE LEX CHILLICOTHE GP LLC DE LEX CHILLICOTHE L.P. DE LEX DATA PHOENIX GP LLC DE LEX-EASTGAR L.P. DE LEX-EASTGAR GP LLC DE LEX EDGEWATER GP LLC DE LEX EDGEWATER L.P. DE L▇▇ ▇▇▇▇▇▇ GP LLC DE L▇▇ ▇▇▇▇▇▇ L.P. DE LEX FT. M▇▇▇▇ ▇▇ LLC DE LEX FT. M▇▇▇▇ ▇.▇. DE LEX GLENDALE PARCEL LLC DE LEX GLENDALE PARCEL MANAGER LLC DE LEX GP HOLDING LLC DE LEX GP-1 TRUST DE L▇▇ ▇▇▇▇▇▇▇ GP LLC DE L▇▇ ▇▇▇▇▇▇▇ L.P. DE L▇▇ ▇▇▇▇▇▇▇▇▇▇ GP LLC DE L▇▇ ▇▇▇▇▇▇▇▇▇▇ L.P. DE L▇▇ ▇▇▇▇▇▇ GP LLC DE L▇▇ ▇▇▇▇▇▇ L.P. DE LEX KENTUCKY GP LLC DE LEX KENTUCKY L.P. DE LEX LAKEWOOD PARCEL GP LLC DE LEX LAKEWOOD PARCEL L.P. DE LEX LHLP GP LLC DE LEX LHLP L.P. DE LEX LP-1 TRUST DE LEX MERIDIAN GP LLC DE LEX MERIDIAN L.P. DE LEX MIAMI LAKES GP LLC DE LEX MIAMI LAKES L.P. DE LEX MISSOURI CITY GP LLC DE LEX MISSOURI CITY L.P. DE LEX RANTOUL GP LLC DE LEX RANTOUL L.P. DE LEX ROCK H▇▇▇ ▇▇ LLC DE LEX ROCK H▇▇▇ ▇.▇. DE LEX OCDES LLC DE LEX OCDES I LLC DE LEX OCDES II LLC DE LEX OMAHA GP LLC DE LEX OMAHA L.P. DE LEX OPELIKA GP LLC DE LEX OPELIKA L.P. DE LEX PHOENIX GP LLC DE LEX PHOENIX L.P. DE LEX PALM BEACH GP LLC DE LEX-PROPERTY HOLDINGS LLC DE LEX-SPRINGING MEMBER LLC DE LEX SHREVEPORT GP LLC DE LEX SHREVEPORT L.P. DE LEX SHREVEPORT II GP LLC DE LEX SHREVEPORT II L.P. DE LEX SMEG I LLC DE LEX ST. J▇▇▇▇▇ L.▇. ▇▇ ▇▇▇ ST. J▇▇▇▇▇ ▇▇ LLC DE LEX SUNCAP HP GP LLC DE LEX SUNCAP HP L.P. DE LEX SUNCAP HP JV L.P. DE LEX TUSCALOOSA GP LLC DE LEX TUSCALOOSA L.P. DE LEX VALDOSTA GP LLC DE LEX VALDOSTA L.P. DE LEX WESTERVILLE GP LLC DE LEX WESTERVILLE L.P. DE LEXINGTON ACQUIPORT COLINAS L.P. DE LEXINGTON ACQUIPORT COMPANY LLC DE LEXINGTON ACQUIPORT COMPANY II LLC DE LEXINGTON ACQUIPORT FISHERS LLC DE LEXINGTON ACQUIPORT SIERRA LLC DE LEXINGTON A▇▇▇▇ ▇.▇. DE LEXINGTON A▇▇▇▇ MANAGER LLC DE LEXINGTON AMERICAN WAY LLC DE LEXINGTON AMERICAN WAY MANAGER INC. DE LEXINGTON ANTIOCH L.L.C. DE LEXINGTON ANTIOCH MANAGER LLC DE LEXINGTON ARLINGTON L.P. DE LEXINGTON ARLINGTON MANAGER LLC DE LEXINGTON ATLANTA L.P. DE LEXINGTON ATLANTA MANAGER LLC DE LEXINGTON BEAUMONT LAND L.P. DE LEXINGTON BEAUMONT LAND GP LLC DE LEXINGTON BHI TRUST DE LEXINGTON BOCA LLC FL LEXINGTON BOCA MANAGER LLC DE LEXINGTON BREMERTON LLC DE LEXINGTON BREMERTON MANAGER LLC DE LEXINGTON BRISTOL L.P. DE LEXINGTON BRISTOL GP LLC DE LEXINGTON BROADFIELD L.P. DE LEXINGTON BROADFIELD MANAGER LLC DE LEXINGTON BULVERDE LP DE LEXINGTON BULVERDE MANAGER LLC DE LEXINGTON CANTON LLC DE LEXINGTON CARROLLTON L.P. DE LEXINGTON CARROLLTON MANAGER LLC DE LEXINGTON CDH I LLC DE LEXINGTON CDH II LLC DE LEXINGTON CENTENNIAL LLC DE LEXINGTON CENTENNIAL MANAGER LLC DE LEXINGTON CENTERPOINT L.P. DE LEXINGTON CENTERPOINT MANAGER LLC DE LEXINGTON CHARLESTON L.P. DE LEXINGTON CHARLESTON MANAGER LLC DE LEXINGTON C▇▇▇▇▇▇ INDUSTRIAL LLC SC LEXINGTON C▇▇▇▇▇▇ MANAGER LLC DE LEXINGTON CHICAGO LENDER LLC DE LEXINGTON C▇▇▇▇ ▇▇ LLC DE LEXINGTON CLIVE LLC DE LEXINGTON CLIVE MANAGER LLC DE LEXINGTON COLLIERVILLE L.P. DE LEXINGTON COLLIERVILLE MANAGER LLC DE LEXINGTON COLUMBUS GP LLC DE LEXINGTON COLUMBUS L.P. DE LEXINGTON COLUMBUS (J▇▇▇▇▇▇ STREET) L.P. DE LEXINGTON COLUMBUS (J▇▇▇▇▇▇ STREET) MANAGER LLC DE LEXINGTON CROSSPOINT L.P. DE LEXINGTON CROSSPOINT MANAGER LLC DE LEXINGTON DISSOLVED LLC DE LEXINGTON DOVER LLC DE LEXINGTON DRY RIDGE CORP. DE LEXINGTON DRY RIDGE MEZZ CORP. DE LEXINGTON DUBUQUE LLC DE LEXINGTON DUBUQUE MANAGER INC. DE LEXINGTON DULLES LLC DE LEXINGTON DULLES MANAGER LLC DE LEXINGTON D▇▇▇▇▇ ▇.▇. DE LEXINGTON D▇▇▇▇▇ MANAGER LLC DE LEXINGTON DURHAM LLC DE LEXINGTON DURHAM LIMITED PARTNERSHIP CT LEXINGTON ELIZABETHTOWN 730 CORP. DE LEXINGTON ELIZABETHTOWN 730 MEZZ CORP. DE LEXINGTON ELIZABETHTOWN 750 CORP. DE LEXINGTON ELIZABETHTOWN 7▇▇ ▇▇▇▇ ▇▇▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC DE LEXINGTON FARMINGTON HILLS MANAGER LLC DE LEXINGTON F▇▇▇▇▇▇▇ LLC DE LEXINGTON F▇▇▇▇▇▇▇ MANAGER LLC DE LEXINGTON FORT M▇▇▇▇▇ ▇.▇. DE LEXINGTON FORT M▇▇▇▇▇ MANAGER LLC DE LEXINGTON FORT MILL II LLC DE LEXINGTON FORT MILL II MANAGER LLC DE LEXINGTON FORT MILL LLC DE LEXINGTON FORT MILL MANAGER LLC DE LEXINGTON FORT STREET TRUSTEE LLC DE LEXINGTON FORT STREET TRUST NY LEXINGTON FOXBORO I LLC DE LEXINGTON FOXBORO MANAGER I LLC DE LEXINGTON FOXBORO II LLC DE LEXINGTON FOXBORO MANAGER II LLC DE LEXINGTON FP GP LLC DE LEXINGTON FP L.P. DE LEXINGTON GEARS L.P. DE LEXINGTON GEARS MANAGER LLC DE LEXINGTON GLENDALE LLC DE LEXINGTON GLENDALE MANAGER LLC DE LEXINGTON GREENVILLE L.P. DE LEXINGTON GREENVILLE GP LLC DE LEXINGTON HAMPTON LLC DE LEXINGTON HARRISBURG L.P. DE LEXINGTON HARRISBURG MANAGER LLC DE LEXINGTON HIGH POINT LLC DE LEXINGTON HIGH POINT MANAGER LLC DE LEXINGTON HONOLULU L.P. DE LEXINGTON HONOLULU MANAGER LLC DE LEXINGTON HOPKINSVILLE CORP. DE LEXINGTON HOPKINSVILLE MEZZ CORP. DE LEXINGTON INDIANAPOLIS L.P. DE LEXINGTON INDIANAPOLIS MANAGER LLC DE LEXINGTON INDIANAPOLIS PARCEL LLC DE LEXINGTON ISS HOLDINGS L.P. DE LEXINGTON J▇▇▇▇ CREEK L.P. DE LEXINGTON J▇▇▇▇ CREEK MANAGER LLC DE LEXINGTON KALAMAZOO L.P. DE LEXINGTON KALAMAZOO MANAGER LLC DE LEXINGTON KANSAS CITY LLC DE LEXINGTON KANSAS CITY MANAGER LLC DE LEXINGTON KINGSTON MAIN LLC DE LEXINGTON K MAIN L.P. DE LEXINGTON KNOXVILLE LLC DE LEXINGTON KNOXVILLE MANAGER LLC DE LEXINGTON LAC LENEXA L.P. DE LEXINGTON LAC LENEXA GP LLC DE LEXINGTON LAKE FOREST MANAGER LLC DE LEXINGTON LAKE FOREST L.P. DE LEXINGTON LAKEWOOD L.P. DE LEXINGTON LAKEWOOD MANAGER LLC DE LEXINGTON LAS VEGAS (VEGPOW) L.P. DE LEXINGTON LAS VEGAS (VEGPOW) MANAGER LLC DE LEXINGTON LION CARY GP LLC DE LEXINGTON LION C▇▇▇ ▇▇ L.P. DE LEXINGTON LION CARY L.P. DE LEXINGTON LION CHICAGO GP LLC DE LEXINGTON LION CHICAGO L.P. DE LEXINGTON LION FARMERS BRANCH GP LLC DE LEXINGTON LION FARMERS BRANCH L.P. DE LEXINGTON LION M▇▇▇▇▇▇▇ ▇▇ LLC DE LEXINGTON LION M▇▇▇▇▇▇▇ ▇.▇. DE LEXINGTON LION PLYMOUTH GP LLC DE LEXINGTON LION PLYMOUTH L.P. DE LEXINGTON LION RICHMOND GP LLC DE LEXINGTON LION RICHMOND L.P. DE LEXINGTON/LION VENTURE L.P. DE LEXINGTON LOS ANGELES L.P. DE LEXINGTON LOS ANGELES MANAGER LLC DE LEXINGTON LOUISVILLE L.P. DE LEXINGTON LOUISVILLE MANAGER LLC DE LEXINGTON LIVONIA L.L.C. DE LEXINGTON LIVONIA TI L.P. DE LEXINGTON LIVONIA TI MANAGER LLC DE LEXINGTON M▇▇▇▇▇▇▇ LLC DE LEXINGTON M▇▇▇▇▇▇▇ MS GP LLC DE LEXINGTON M▇▇▇▇▇▇▇ MS L.P. DE LEXINGTON MECHANICSBURG INC. DE LEXINGTON MECHANICSBURG L.P. DE LEXINGTON MEMPHIS (JVF) L.P. DE LEXINGTON MEMPHIS (JVF) MANAGER LLC DE LEXINGTON MIDLOTHIAN L.P. DE LEXINGTON MIDLOTHIAN MANAGER LLC DE LEXINGTON M▇▇▇▇▇▇▇▇▇ ▇.▇. DE LEXINGTON MILLINGTON MANAGER LLC DE LEXINGTON MINNEAPOLIS LLC DE LEXINGTON MISSION L.P. DE LEXINGTON MISSION MANAGER LLC DE LEXINGTON MKP MANAGEMENT L.P. DE LEXINGTON MLP BOSTON L.P. DE LEXINGTON MLP BOSTON MANAGER LLC DE LEXINGTON MLP SHREVEPORT L.P. DE LEXINGTON MLP SHREVEPORT MANAGER LLC DE LEXINGTON MLP WESTERVILLE L.P. DE LEXINGTON MLP WESTERVILLE MANAGER LLC DE LEXINGTON M▇▇▇▇ ▇.▇. DE LEXINGTON M▇▇▇▇ LLC DE LEXINGTON MORTGAGE TRUSTEE LLC DE LEXINGTON NORTHCHASE L.P. DE LEXINGTON OC LLC DE LEXINGTON OKLAHOMA CITY L.P. DE LEXINGTON OKLAHOMA CITY MANAGER LLC DE LEXINGTON OLIVE BRANCH LLC DE LEXINGTON OLIVE BRANCH MANAGER LLC DE LEXINGTON OVERLAND PARK LLC DE LEXINGTON OVERLAND PARK MANAGER LLC DE LEXINGTON OWENSBORO CORP. DE LEXINGTON OWENSBORO MEZZ CORP. DE LEXINGTON PALM BEACH LLC DE LEXINGTON PHILADELPHIA TRUST DE LEXINGTON RATSIDEM L.P. DE LEXINGTON RATSIDEM GP LLC DE LEXINGTON REALTY ADVISORS INC. DE LEXINGTON R▇▇▇▇▇▇ LLC DE LEXINGTON R▇▇▇▇▇▇ MANAGER LLC DE LEXINGTON SAN ANTONIO L.P. DE LEXINGTON SAN ANTONIO MANAGER LLC DE LEXINGTON SHELBY L.P. DE LEXINGTON SHELBY GP LLC DE LEXINGTON SHELBY LENDER LLC DE LEXINGTON SIX PENN LLC DE LEXINGTON SKOOB LLC DE LEXINGTON SKY HARBOR LLC DE LEXINGTON SPARTANBURG LLC DE LEXINGTON SOUTHFIELD LLC DE LEXINGTON SOUTHINGTON L.P. DE LEXINGTON SOUTHINGTON MANAGER LLC DE LEXINGTON STREETSBORO LLC DE LEXINGTON STREETSBORO MANAGER LLC DE LEXINGTON S▇▇▇▇▇▇▇▇ L.P. DE LEXINGTON S▇▇▇▇▇▇▇▇ MANAGER LLC DE LEXINGTON TAMPA L.P. DE LEXINGTON TAMPA GP LLC DE LEXINGTON TEMPE L.P. DE LEXINGTON TEMPE MANAGER LLC DE LEXINGTON TEMPLE L.P. DE LEXINGTON TEMPLE MANAGER LLC DE LEXINGTON TENNESSEE HOLDINGS L.P. DE LEXINGTON TEXAS HOLDINGS L.P. DE LEXINGTON TEXAS MANAGER LLC DE LEXINGTON TNI CANONSBURG L.P. DE LEXINGTON TNI CANONSBURG MANAGER LLC DE LEXINGTON TNI DES MOINES L.P. DE LEXINGTON TNI DES MOINES MANAGER LLC DE LEXINGTON TNI E▇▇▇▇ ▇.▇. DE LEXINGTON TNI E▇▇▇▇ MANAGER LLC DE LEXINGTON TNI I▇▇▇▇▇ ▇.▇. DE LEXINGTON TNI IRVING MANAGER LLC DE LEXINGTON TNI WESTLAKE L.P. DE LEXINGTON TNI WESTLAKE MANAGER LLC DE LEXINGTON TOY TRUSTEE LLC DE LEXINGTON TOY CLACKAMUS L.P. DE LEXINGTON TOY LYNWOOD L.P. DE LEXINGTON TOY TULSA L.P. DE LEXINGTON TRAMK GALESBURG LLC DE LEXINGTON TRAMK GALESBURG REMAINDERMAN LLC DE LEXINGTON TRAMK LEWISBURG LLC DE LEXINGTON TRAMK LEWISBURG REMAINDERMAN LLC DE LEXINGTON TRAMK LORAIN LLC DE LEXINGTON TRAMK LORIAN REMAINDERMAN LLC DE LEXINGTON TRAMK MANTECA L.P. DE LEXINGTON TRAMK MANTECA MANAGER LLC DE LEXINGTON TRAMK MANTECA REMAINDERMAN L.P. DE LEXINGTON TRAMK SAN DIEGO L.P. DE LEXINGTON TRAMK SAN DIEGO MANAGER LLC DE LEXINGTON TRAMK WATERTOWN LLC DE LEXINGTON TRAMK WATERTOWN REMAINDERMAN LLC DE LEXINGTON TULSA L.P. DE LEXINGTON TULSA MANAGER LLC DE LEXINGTON WALL L.P. DE LEXINGTON WALL LLC DE LEXINGTON WALLINGFORD LLC DE LEXINGTON WALLINGFORD MANAGER LLC DE LEXINGTON WAXAHACHIE L.P. DE LEXINGTON WAXAHACHIE MANAGER LLC DE LEXINGTON WILSONVILLE GP LLC DE LEXINGTON WILSONVILLE L.P. DE LHLP GP LLC DE LIA GP LLC DE LINWOOD AVENUE LIMITED PARTNERSHIP DE LIVE IN AMERICA – CHICAGO REGIONAL CENTER LLC DE LIVE IN AMERICA FINANCIAL SERVICES LLC DE LIVE IN AMERICA – FLORIDA REGIONAL CENTER LLC DE LMLP GP LLC D▇ ▇▇▇▇▇▇▇ STREET LOTS, LLC MD LRA CAFÉ LLC DE LRA GP LLC DE LRA LIMITED L.P. DE LRA LIMITED GP LLC DE LRA MANAGER CORP. DE LRA MKP TRS L.P. DE LRA TEXAS GENERAL PARTNER LLC DE LRA TEXAS L.P. DE LSAC CROSSVILLE L.P. DE LSAC CROSSVILLE MANAGER LLC DE LSAC EAU CLAIRE L.P. DE LSAC EAU CLAIRE MANAGER LLC DE LSAC GENERAL PARTNER LLC DE LSAC MEMPHIS L.P. DE LSAC MEMPHIS MANAGER LLC DE LSAC M▇▇▇▇▇ COUNTY L.P. DE LSAC M▇▇▇▇▇ COUNTY MANAGER LLC DE LSAC OKLAHOMA CITY L.P. DE LSAC OKLAHOMA CITY MANAGER LLC DE LSAC OMAHA L.P. DE LSAC OMAHA MANAGER LLC DE LSAC OPERATING PARTNERSHIP L.P. DE LSAC ORLANDO L.P. DE LSAC ORLANDO MANAGER LLC DE LSAC PASCAGOULA L.P. DE LSAC PASCAGOULA MANAGER LLC DE LSAC PLYMOUTH L.P. DE LSAC PLYMOUTH MANAGER LLC DE LSAC TEMPE L.P. DE LSAC TEMPE MANAGER LLC DE LSAC TOMBALL L.P. DE LSAC TOMBALL MANAGER LLC DE LSAC WOODLANDS L.P. DE LSAC WOODLANDS MANAGER LLC DE LXP CAPITAL TRUST I DE LXP CHICAGO LLC DE LXP GP LLC DE LXP HUMBLE GP LLC DE LXP I L.P. DE LXP I TRUST DE LXP II INC. DE LXP II L.P. DE LXP ISS MANAGER LLC DE LXP LIMITED L.P. DE LXP LIMITED GP LLC DE LXP TEXAS HOLDINGS MANAGER LLC DE MLP MANAGER CORP. DE MLP UNIT PLEDGE L.P. DE MLP UNIT PLEDGE GP LLC DE NACIV MANAGER LLC CT NET 1 H▇▇▇▇▇▇▇▇ LLC NC NET 1 PHOENIX L.L.C. AZ NET 2 C▇▇ LLC DE NET 2 HAMPTON LLC DE NET LEASE STRATEGIC ASSETS FUND L.▇. ▇▇ ▇▇▇▇▇▇▇ ALTENN GP LLC D▇ ▇▇▇▇▇▇▇ ALTENN L.▇. ▇▇ ▇▇▇▇▇▇▇ ASSET MANAGEMENT LLC DE N▇▇▇▇▇▇ ▇▇▇▇▇ GP LLC DE N▇▇▇▇▇▇ ▇▇▇▇▇ L.▇. ▇. ▇ ▇▇▇▇▇▇▇ BASOT GP LLC D▇ ▇▇▇▇▇▇▇ BASOT L.▇. ▇▇ ▇▇▇▇▇▇▇ BLUFF GP LLC D▇ ▇▇▇▇▇▇▇ BLUFF L.▇. ▇▇ ▇▇▇▇▇▇▇ CALCRAF GP LLC D▇ ▇▇▇▇▇▇▇ CALCRAF L.▇. ▇▇ ▇▇▇▇▇▇▇ CAPITAL LLC DE N▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ GP LLC DE N▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.▇. ▇▇ ▇▇▇▇▇▇▇ CLIFMAR GP LLC D▇ ▇▇▇▇▇▇▇ CLIFMAR L.▇. ▇▇ ▇▇▇▇▇▇▇ CROYDON GP LLC D▇ ▇▇▇▇▇▇▇ CROYDON L.▇. ▇▇ ▇▇▇▇▇▇▇ DALHILL GP LLC D▇ ▇▇▇▇▇▇▇ DALHILL L.▇. ▇▇ ▇▇▇▇▇▇▇ DENPORT GP LLC D▇ ▇▇▇▇▇▇▇ DENPORT L.▇. ▇▇ ▇▇▇▇▇▇▇ ELPORT GP LLC D▇ ▇▇▇▇▇▇▇ ELPORT L.▇. ▇▇ ▇▇▇▇▇▇▇ ELWAY GP LLC D▇ ▇▇▇▇▇▇▇ ELWAY L.▇. ▇▇ ▇▇▇▇▇▇▇ GERSANT GP LLC D▇ ▇▇▇▇▇▇▇ GERSANT L.▇. ▇▇ ▇▇▇▇▇▇▇ GP LLC D▇ ▇▇▇▇▇▇▇ JACWAY GP LLC D▇ ▇▇▇▇▇▇▇ JACWAY L.▇. ▇▇ ▇▇▇▇▇▇▇ JLE WAY L.▇. ▇▇ ▇▇▇▇▇▇▇ JLE WAY GP LLC DE N▇▇▇▇▇▇ JOHAB GP LLC D▇ ▇▇▇▇▇▇▇ JOHAB L.▇. ▇▇ ▇▇▇▇▇▇▇ LANMAR GP LLC D▇ ▇▇▇▇▇▇▇ LANMAR L.▇. ▇▇ ▇▇▇▇▇▇▇ LIROC GP LLC D▇ ▇▇▇▇▇▇▇ LIROC L.▇. ▇▇ ▇▇▇▇▇▇▇ MARBAX GP LLC D▇ ▇▇▇▇▇▇▇ MARBAX L.▇. ▇▇ ▇▇▇▇▇▇▇ MARTALL L.▇. ▇▇ ▇▇▇▇▇▇▇ MARTALL GP LLC D▇ ▇▇▇▇▇▇▇ MLP UNIT LLC D▇ ▇▇▇▇▇▇▇ ORPER GP LLC D▇ ▇▇▇▇▇▇▇ ORPER L.▇. ▇▇ ▇▇▇▇▇▇▇ SABLEMART GP LLC D▇ ▇▇▇▇▇▇▇ SABLEMART L.▇. ▇▇ ▇▇▇▇▇▇▇ SALISTOWN GP LLC D▇ ▇▇▇▇▇▇▇ SALISTOWN L.▇. ▇▇ ▇▇▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇ LLC DE N▇▇▇▇▇▇ ▇▇▇▇▇▇▇ L.▇. ▇▇ ▇▇▇▇▇▇▇ SKOOB GP LLC D▇ ▇▇▇▇▇▇▇ SKOOB L.▇. ▇▇ ▇▇▇▇▇▇▇ SPOKMONT GP LLC D▇ ▇▇▇▇▇▇▇ SPOKMONT L.▇. ▇▇ ▇▇▇▇▇▇▇ STATMONT GP LLC D▇ ▇▇▇▇▇▇▇ STATMONT L.▇. ▇▇ ▇▇▇▇▇▇▇ SUNWAY GP LLC D▇ ▇▇▇▇▇▇▇ SUNWAY L.▇. ▇▇ ▇▇▇▇▇▇▇ SUPERWEST GP LLC D▇ ▇▇▇▇▇▇▇ SUPERWEST L.▇. ▇▇ ▇▇▇▇▇▇▇ SYRCAR GP LLC D▇ ▇▇▇▇▇▇▇ SYRCAR L.▇. ▇▇ ▇▇▇▇▇▇▇ WALANDO GP LLC D▇ ▇▇▇▇▇▇▇ WALAN
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the parties hereto in accordance with its termsspace provided below. Very truly yours, NATIONAL HEALTH INVESTORSCA, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of Finance, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Senior Vice President, Treasurer Accepted: August 13, 2013 ▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANKLYNCH, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC For themselves and on behalf of the several Underwriters listed in Schedule I hereto. ▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL & CO. LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing DirectorExecutive Director ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated $ 87,500,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC. 53,125,000 Citigroup Global Markets As Forward PurchasersInc. 25,000,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, solely as the recipients and/or beneficiaries of certain representationsLLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, warranties, covenants and indemnities set forth in this Agreement. BofA Inc. 4,375,000 ▇▇▇▇▇ Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 528,000 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated $ 87,500,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 ▇▇▇▇▇ Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 • CA Marketing Corporation (Delaware) • CA Software Holding B.V. (Netherlands) The final Term Sheet, dated August 13, 2013, in the form of ▇▇▇▇▇ ▇. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2018 Coupon (Interest Rate): 2.875% Yield to Maturity: 2.916% Spread to Benchmark Treasury: 143 basis points Benchmark Treasury: 1.375% due July 31, 2018 Benchmark Treasury Price and Yield: 99-15; 1.486% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 25 basis points Price to Public: 99.811% Trade Date: August 13, 2013 Settlement Date: Underwriting Discount: August 16, 2013 (T+3) 0.600% Proceeds, before expenses, to Issuer: $248,027,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AD7 ISIN Number: US12673PAD78 Joint Book-Running Managers: ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Citigroup Global Markets Inc. ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital DNB Markets, Inc. ING Financial Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2023 Coupon (Interest Rate): 4.500% Yield to Maturity: 4.558% Spread to Benchmark Treasury: 183 basis points Benchmark Treasury: 2.500% due August 15, 2023 Benchmark Treasury Price and Yield: 98-00+; 2.728% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 30 basis points Par Call: After the date that is three months prior to maturity, the notes will be redeemable at par Price to Public: 99.539% Trade Date: August 13, 2013 Settlement Date: August 16, 2013 (T+3) Underwriting Discount: 0.650% Proceeds, before expenses, to Issuer: $247,222,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AE5 ISIN Number: US12673PAE51 Joint Book-Running Managers: ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Co. LLC Citigroup Global Markets Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000
1. Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. The number of Underwritten Shares: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. The initial public offering price expenses of the Shares: $71.25 per share of Common Stock.
5. The initial forward sale price offering of the Borrowed Underwritten Shares: notes, not including underwriting discounts, are estimated at $68.40 per share 1.5 million and are payable by the Issuer (a portion of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇which will be reimbursed by the Underwriters).
Appears in 1 contract
Sources: Underwriting Agreement (Ca, Inc.)
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, then to the extent practicable there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the parties hereto in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INCspace provided below. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President of Finance, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer Accepted as of the date first above writtenhereof: Initial Purchasers named in Schedule 1 hereto By: BOFA SECURITIES▇▇▇▇▇ Fargo Securities, INCLLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President By: KeyBanc Capital Markets Inc. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair Managing Director By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIESRBC Capital Markets, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇ Fargo Securities, LLC $ 85,938,000 KeyBanc Capital Markets Inc. 33,854,000 SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities33,854,000 RBC Capital Markets, LLC 456,000 28,646,000 BMO Capital Markets Corp. 384,000 Regions 15,625,000 Capital One Southcoast, Inc. 15,625,000 Mitsubishi UFJ Securities (USA), Inc. 15,625,000 U.S. Bancorp Investments, Inc. 10,417,000 Brean Capital, LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇5,208,000 Global Hunter Securities, ▇▇▇▇▇LLC 5,208,000 Total $ 250,000,000 ▇▇▇ & CompanyEnergy I, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇LLC ▇▇▇ Securities LLC 600,000 90,000 ▇▇Energy Operating Corp. ▇▇▇ Fargo SecuritiesEnergy IV, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000
1. The number PennTex Resources Illinois, Inc. R.E. Gas Development, LLC Pricing Supplement dated December 7, 2012 to the Preliminary Offering Memorandum dated November 13, 2012 of Underwritten Shares: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. The initial public offering price of the Shares: $71.25 per share of Common Stock.
5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇Energy Corporation. ▇▇▇▇▇▇, ▇▇This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum. ▇▇▇▇▇▇ ▇The information in this Pricing Supplement supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Offering Memorandum.
Appears in 1 contract
Sources: Purchase Agreement (Rex Energy Corp)
Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, will become letter and your acceptance shall represent a binding agreement among the parties hereto in accordance with its termsCompany, the Adviser, the Administrator and the Underwriters. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Vice President of Finance, Chief Financial Officer The foregoing Agreement is hereby confirmed and Treasurer CONFIRMED AND ACCEPTED, accepted as of the date first above written: By: BOFA SECURITIES, INCfirst-written above. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 525,000 Ladenburg ▇▇▇▇▇▇▇▇ Name& Co. Inc. 420,000 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 315,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. 210,000 BB&T Capital Markets, a division of BB&T Securities, LLC 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 21,000 Total 2,100,000 Number of Initial Securities: 2,100,000 Number of Option Securities: 315,000 Public offering price $ 9.38 Sales load (underwriting discounts and commissions) $ 0.3752 Proceeds to the Company, before expenses $ 9.0048 Pricing Date: May 9, 2017 Closing Date (T+3): May 12, 2017 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $18.6 million. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ Name▇▇▇▇▇ Ladies and Gentlemen: ▇The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing DirectorLLC, Global Markets As Forward Purchasersas representative (the “Representative”) of the several underwriters (the “Underwriters”), solely as proposes to enter into an Underwriting Agreement (the recipients and/or beneficiaries of certain representations“Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”), warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000
1. The number of Underwritten Shares: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. The initial providing for the public offering price by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “Securities”), of the Shares: $71.25 per share of Common StockCompany (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.
5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
Appears in 1 contract
Sources: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the Company a counterpart us two counterparts hereof, whereupon and upon the acceptance hereof by you, this instrument, along with all counterparts, will become letter and such acceptance hereof shall constitute a binding agreement among each of the parties hereto Underwriters and the Company. It is understood that your acceptance of this Agreement on behalf of each of the Underwriters is pursuant to the authority set forth in accordance with its termsa form of Agreement Among Underwriters, the form of which will be submitted to the Company for examination, upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, NATIONAL HEALTH INVESTORS, INC. RESOURCE BANKSHARES CORPORATION By: /s/ ____________________________ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ NameChief Executive Officer Accepted as of the date hereof at Richmond, Virginia: ▇▇▇▇ ▇. BB&T CAPITAL MARKETS, a division of ▇▇▇▇▇ Title: Executive Vice President of Finance& ▇▇▇▇▇▇▇▇▇▇▇▇, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: /s/ Inc. ▇▇▇▇ ▇▇▇▇ & CO., LLC. TRIDENT SECURITIES, INC., a division of McDonald Investments, Inc. As Representatives of the Several Underwriters Named in Schedule I hereto BB&T CAPITAL MARKETS, a division of ▇▇▇▇▇ Name: ▇▇▇▇ & ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC ▇, Inc. By: /s/ ▇▇▇____________________________ G. ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: III Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇ & CO., LLC. By: ____________________________ ▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo SecuritiesManaging Director TRIDENT SECURITIES, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000
1. The number INC., a division of Underwritten SharesMcDonald Investments, Inc. By: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. The initial public offering price of the Shares: $71.25 per share of Common Stock.
5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ____________________________ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Managing Director SCHEDULE I Underwriters Optional Securities to be Purchased if Firm Securities Maximum Option Underwriter to be Purchased Exercised ---------- --------------- --------- BB&T Capital Markets, ▇▇. ▇a division of ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇ ▇▇▇▇ & Co., LLC Trident Securities, Inc., a division of McDonald Investments, Inc. TOTAL ========= ======== ANNEX I Pursuant to Section 7(d) of the Underwriting Agreement, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇& Company, L.L.P. shall furnish letters to the Representatives to the effect that:
1. ▇▇▇▇▇ ▇▇▇▇▇ ▇They are independent public accountants with respect to the Company and its subsidiary within the meaning of the Act and the applicable published rules and regulations thereunder;
2. ▇In their opinion, the consolidated audited financial statements audited by them and included in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act or the Securities Exchange Act of 1934, as amended, as applicable, and the related published rules and regulations thereunder;
3. ▇▇▇▇▇▇On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the latest unaudited financial statements made available by the Company, inspection of the minute books of the Company and the Bank since the date of the latest audited financial statements included in the Prospectus, inquiries of officials of the Company and the Bank responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that:
(A) the unaudited consolidated financial statements included in the Registration Statement or the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and published rules and regulations thereunder or are not presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statement or Prospectus;
(B) (i) as of a specified date not more than five calendar days prior to the date of delivery of such letter, there have been any changes in the capital stock, short-term debt or long-term debt of the Company, or any decreases in consolidated total assets or stockholders' equity as compared with amounts shown on the most recent consolidated balance sheet included in the Registration Statement or Prospectus, and (ii) for the period from the date of the most recent consolidated financial statements included in the Registration Statement or Prospectus to such specified date there were any decreases in consolidated net interest income or the total or per share amounts of net income as compared with the corresponding period in the preceding year, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and
4. In addition to the audit referenced in their report included in the Registration Statement and the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to above, they have carried out certain specified procedures, not constituting an audit in accordance with generally accepted auditing standards, with respect to
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the parties hereto Agents and the Company in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: /s/ D. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: D. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: President and Chief Executive Vice President of Finance, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. KeyBanc Capital Markets Inc. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK▇▇▇▇▇▇, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇ & Company, Incorporated By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇ Title: Managing Director BMO Capital Markets Corp. By: /s/ ▇▇▇▇▇▇▇▇ ▇▇ Name: ▇▇▇▇▇▇▇▇ FARGO BANK▇▇ Title: Managing Director ▇▇▇▇▇ Fargo Securities, NATIONAL ASSOCIATION LLC By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director Capital One Securities, Inc. By: BANK OF MONTREAL By: /s/ ▇/s/▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 Director ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000
1. The number of Underwritten SharesBy: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. The initial public offering price of the Shares: $71.25 per share of Common Stock.
5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇▇ Sachs & Co. LLC By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Managing Director BofA Securities, Inc. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution-Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between National Health Investors, Inc. (the “Company”) and [ ] dated March 19, 2020 (the “Agreement”), I hereby request on behalf of the Company that [ ] sell up to [ ] of the Company’s common stock, par value $0.01 per share, at a minimum market price of $ per share. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SECURITIES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY [ ], AND/OR THE CAPACITY IN WHICH [ ] MAY ACT IN SELLING SECURITIES (AS PRINCIPAL, AGENT, OR BOTH)] ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. : ▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇: ▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇: ▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
Appears in 1 contract
Sources: Equity Distribution Agreement (National Health Investors Inc)
Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the parties hereto in accordance with its termsspace provided below. Very truly yours, NATIONAL HEALTH INVESTORS, INC. EQT CORPORATION By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of Finance, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice Chair President and Chief Financial Officer CREDIT SUISSE SECURITIES (USA) LLC ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Title: Managing Director, Equity Capital Markets ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ Title: Managing Director Credit Suisse Securities (USA) LLC 4,003,125 ▇.▇. ▇▇▇▇▇▇ Securities LLC 4,003,125 ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES& Co. LLC 525,000 BNP Paribas Securities Corp. 262,500 Mitsubishi UFJ Securities (USA), LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Inc. 262,500 PNC Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ LLC 262,500 Scotia Capital (USA) Inc. 262,500 SunTrust ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇, Inc. 262,500 CIBC World Markets Corp. 131,250 ▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Energy Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 131,250 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington 131,250 Tudor, Pickering, ▇▇▇▇ & Co. Securities, Inc. 108,000 PNFP Capital Markets131,250 USCA Securities LLC 131,250 Total 10,500,000 None
(a) Number of Firm Shares offered by the Company: 10,500,000
(b) Price per Share: $67.00
1. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Inc. 24,000 Total 2,400,000 BofA SecuritiesChairman and Chief Executive Officer
2. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇, Inc. 600,000 90,000 President
3. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Chief Financial Officer May 2, 2016 EQT Corporation EQT Plaza ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Suisse Securities (USA) LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000
1. The number of Underwritten Shares: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. The initial public offering price As Representatives of the Shares: $71.25 per share of Common Stock.
5. The initial forward sale price of Several Underwriters listed in Schedule 1 to the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. Underwriting Agreement c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that Credit Suisse Securities (USA) LLC and ▇.▇. ▇▇▇▇▇▇ Securities LLC, as Representatives (the “Representatives”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with EQT Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representatives, of common stock, no par value (the “Common Stock”), of the Company (the “Public Offering”). In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, the undersigned will not, during the period ending 45 days after the date of the prospectus (the “Lock-Up Period”) relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, the undersigned may transfer (a) shares of Common Stock acquired in open market transactions by the undersigned after the completion of the Public Offering, (b) shares of Common Stock to the Company for the cashless exercise of options to purchase Common Stock for any withholding taxes on the exercise thereof or to pay the exercise price thereof pursuant to employee benefit plans as described in the Prospectus or to pay any taxes on vesting of performance stock unit awards, (c) any or all of the shares of Common Stock or other Company securities if the transfer is other than a disposition for value and is by (i) gift, will or intestacy, (ii) to a trust for direct or indirect benefit of the officer or an immediate family member of such person or (iii) distribution to partners, members or shareholders of the undersigned and (d) up to [·] shares of Common Stock if the transfer is other than a disposition for value and is to an entity which is a non-profit or a Section 501(c)(3) organization under the Code (as defined in the Underwriting Agreement); provided, however, that in the case of a transfer pursuant to clause (c) above, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding the securities subject to the provisions of this Lock-Up Agreement. The undersigned agrees that the Company may, and that the undersigned will if requested (i) with respect to any shares of Common Stock or other Company securities for which the undersigned is the record holder, cause the transfer agent for the Company to note stop transfer instructions with respect to such securities on the transfer books and records of the Company and (ii) with respect to any shares of Common Stock or other Company securities for which the undersigned is the beneficial holder but not the record holder, cause the record holder of such securities to cause the transfer agent for the Company to note stop transfer instructions with respect to such securities on the transfer books and records of the Company. In addition, the undersigned hereby waives any and all notice requirements and rights with respect to registration of securities pursuant to any agreement, understanding or otherwise setting forth the terms of any security of the Company held by the undersigned, including any registration rights agreement to which the undersigned and the Company may be party; provided that such waiver shall apply only to the proposed Public Offering, and any other action taken by the Company in connection with the proposed Public Offering. The undersigned hereby agrees that, to the extent that the terms of this Lock-Up Agreement conflict with or are in any way inconsistent with any registration rights agreement to which the undersigned and the Company may be a party, this Lock-Up Agreement supersedes such registration rights agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. [Signature Page Follows] Signature: Print Name: May [6], 2016 Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ As representatives of the several Underwriters named in Schedule 1 of the Underwriting Agreement RE: Offering of [·] shares of EQT Corporation Common Stock, no par value Ladies and Gentlemen: We have acted as special counsel to EQT Corporation, a Pennsylvania corporation (the “Company” or “Our Client”), in connection with the Underwriting Agreement, dated May [2], 2016 (the “Underwriting Agreement”), between you, as representatives of the several Underwriters named therein (the “Underwriters”), and the Company, relating to the sale by the Company to the Underwriters of [·] shares (the “Firm Shares”) of the Company’s Common Stock, no par value (the “Common Stock”), and up to an additional [·] shares (the “Option Shares”) of Common Stock at the Underwriters’ option. The Firm Shares and the Option Shares are collectively referred to herein as the “Securities.” This opinion is being furnished to you pursuant to Section 4(f) of the Underwriting Agreement. Neither the delivery of this opinion nor anything in connection with the preparation, execution or delivery of the Underwriting Agreement or the transactions contemplated thereby is intended to create or shall create an attorney-client relationship with you or any other party except Our Client. In rendering the opinions stated herein, we have examined and relied upon the following:
(a) the registration statement on Form S-3 (File No. 333-191781) of the Company relating to the Securities and other securities of the Company filed with the Securities and Exchange Commission (the “Commission”) on October 17, 2013 under the Securities Act of 1933 (the “Securities Act”) allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement including the Incorporated Documents (as defined below) being hereinafter referred to as the “Registration Statement”);
(b) the prospectus, dated October 17, 2013 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement;
(c) the preliminary prospectus supplement, dated May [2], 2016 (together with the Base Prospectus and the Incorporated Documents, the “Preliminary Prospectus”), relating to the offering of the Securities, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(d) the prospectus supplement, dated May [2], 2016 (together with the Base Prospectus and the Incorporated Documents, the “Prospectus”), relating to the offering of the Securities, in the form filed by the Company pursuant to Rule 424(b) of the Rules and Regulations;
(e) the documents described on Schedule 1 hereto filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934 and incorporated by reference into the Registration Statement, the Prospectus or Preliminary Prospectus, as the case may be, as of the date hereof (collectively, the “Incorporated Documents”);
(f) an executed copy of the Underwriting Agreement;
(g) an executed copy of a certificate of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Chief Financial Officer of the Company, dated the date hereof, a copy of which is attached as Exhibit A hereto (the “Officer’s Certificate”);
(h) an executed copy of a certificate on behalf of the Company and the Delaware Subsidiaries of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇Assistant Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);
(i) copies of the certificate of incorporation, certificate of formation or certificate of limited partnership, as applicable, of each of EQT Capital Corporation, a Delaware corporation (“EQT Capital”), EQT GP Holdings, LP, a Delaware limited partnership, EQT Investments Holdings, LLC, a Delaware limited liability company, EQT Midstream Partners, LP, a Delaware limited partnership, and EQT Gathering Holdings, LLC, a Delaware limited liability company (collectively, the “Delaware Subsidiaries”), each certified by the Secretary of State of the State of Delaware as of May [2], 2016, and certified pursuant to the Secretary’s Certificate;
(j) copies of the bylaws of EQT Capital, as amended and in effect as of the date hereof, certified pursuant to the Secretary’s Certificate;
(k) copies of the limited liability company operating agreement or limited partnership agreement, as applicable, of each Delaware Subsidiary other than EQT Capital, as described on Schedule 2 hereto, certified pursuant to the Secretary’s Certificate (collectively, the “LLC/LP Agreements” and each an “LLC/LP Agreement”);
(l) copies of certificates, dated May [2], 2016, and bringdown verifications thereof, dated the date hereof, from the Secretary of State of the State of Delaware with respect to the existence and good standing of each Delaware Subsidiary in the State of Delaware (collectively, the “Delaware Certificates”); and
(m) the Scheduled Contracts (as defined below). ▇▇▇▇▇▇ ▇We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Delaware Subsidiaries and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company, the Delaware Subsidiaries and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below. ▇▇▇▇ ▇▇▇▇▇ ▇In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company, the Delaware Subsidiaries and others and of public officials, including the facts and conclusions set forth in the Officer’s Certificate. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York, (ii) the federal laws of the United States of America and (iii) solely with respect to our opinion set forth in paragraph 1 below, (A) the General Corporation Law of the State of Delaware (the “DGCL”), (B) the Delaware Limited Liability Company Act (the “DLLCA”) and (C) the Delaware Revised Uniform Limited Partnership Act (“DRULPA”).
Appears in 1 contract
Sources: Underwriting Agreement (EQT Corp)
Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the parties hereto Underwriters and the Company in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, AGRIUM INC. By: /s/ S▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of Finance, & Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: /s/ A▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. Vice President & Treasurer CONFIRMED AND ACCEPTED, ACCEPTED as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ Name& S▇▇▇▇ INCORPORATED RBC CAPITAL MARKETS, LLC SCOTIA CAPITAL (USA) INC. By: M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION & S▇▇▇▇ INCORPORATED By: /s/ ▇▇L▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇L▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇RBC CAPITAL MARKETS, LLC By: /s/ S▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇. ▇▇▇▇▇▇▇▇ Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Director By: SCOTIA CAPITAL (USA) INC. By: /s/ P▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇P▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely For themselves and as Representatives of the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth several Underwriters named in this AgreementSchedule A hereto. BofA Securities, Inc. 528,000 ▇.▇. M▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo SecuritiesLynch, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇Pierce, ▇▇▇F▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇S▇▇▇▇ Securities Incorporated U.S.$ 125,000,000 RBC Capital Markets, LLC 600,000 90,000 ▇▇▇▇▇ Fargo 125,000,000 Scotia Capital (USA) Inc. 125,000,000 ANZ Securities, LLC 600,000 90,000 Inc. 25,000,000 BMO Capital Markets Corp. 600,000 90,000 25,000,000 BNP Paribas Securities Corp. 25,000,000 RBS Securities Inc. 25,000,000 UBS Securities LLC 25,000,000 Total 2,400,000 360,000U.S.$ 500,000,000
(1. The number of Underwritten Shares: 2,400,000 shares of Common Stock.
2. The number of Option Shares: up to 360,000 shares of Common Stock.
3. The number of Shares: up to 2,760,000 shares of Common Stock.
4. ) The initial public offering price of the Shares: $71.25 per share Securities shall be 99.804% of Common Stockthe principal amount thereof, plus accrued interest, if any, from the date of issuance.
5. (2) The initial forward sale purchase price to be paid by the Underwriters for the Securities shall be 99.154% of the Borrowed Underwritten Shares: $68.40 principal amount thereof.
(3) The interest rate on the Securities shall be 3.150% per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇annum.
Appears in 1 contract
Sources: Purchase Agreement (Agrium Inc)