Common Contracts

38 similar Underwriting Agreement contracts by AGNC Investment Corp., Colony Financial, Inc., Interstate Power & Light Co, others

LIBERTY MEDIA CORPORATION (a Delaware corporation) 10,650,000 Shares of Series C Liberty Formula One Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 21st, 2024 • Liberty Media Corp • Television broadcasting stations • New York
UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 6,000,000 Depositary Shares Each Representing 1/1,000th of a share of 7.75% Series G Fixed-Rate Reset Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share) (Liquidation...
Underwriting Agreement • September 9th, 2022 • AGNC Investment Corp. • Real estate investment trusts • New York
INTERSTATE POWER AND LIGHT COMPANY (an Iowa corporation) 3.100% SENIOR DEBENTURES DUE 2051 UNDERWRITING AGREEMENT Dated: November 16, 2021
Underwriting Agreement • November 19th, 2021 • Interstate Power & Light Co • Electric & other services combined • New York

Interstate Power and Light Company, an Iowa corporation (the “Company”), confirms its agreement with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and U.S. Bancorp Investments, Inc., and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and U.S. Bancorp Investments, Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth on Schedule A of $300,000,000 aggregate principal amount of the Company’s 3.100% Senior Debentures due 2051 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of August 20, 2003

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED (a New Jersey corporation) $550,000,000 0.800% Senior Notes due 2025 $550,000,000 1.600% Senior Notes due 2030 UNDERWRITING AGREEMENT
Underwriting Agreement • August 14th, 2020 • Public Service Enterprise Group Inc • Electric & other services combined • New York
APACHE CORPORATION $500,000,000 4.625% Notes due 2025 $750,000,000 4.875% Notes due 2027 UNDERWRITING AGREEMENT
Underwriting Agreement • August 6th, 2020 • Apache Corp • Crude petroleum & natural gas • New York

Apache Corporation, a Delaware corporation (the “Company”), confirms its agreement with J.P. Morgan Securities LLC and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom J.P. Morgan Securities LLC is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $500,000,000 aggregate principal amount of the Company’s 4.625% Notes due 2025 (the “2025 Notes”) and $750,000,000 aggregate principal amount of the Company’s 4.875% Notes due 2027 (the “2027 Notes” and, together with the 2025 Notes, the “Securities”) as set forth in Schedule A hereto. The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been e

INTERSTATE POWER AND LIGHT COMPANY (an Iowa corporation)
Underwriting Agreement • June 2nd, 2020 • Interstate Power & Light Co • Electric & other services combined • New York

Page SECTION 1. Representations and Warranties 2 (a) Representations and Warranties by the Company 2 (i) Registration Statement, Prospectus and Disclosure at Time of Sale 2 (ii) Company is a Well-Known Seasoned Issuer 4 (iii) Incorporated Documents 5 (iv) Independent Registered Public Accounting Firm 5 (v) Financial Statements 5 (vi) No Material Adverse Change in Business 6 (vii) Good Standing of the Company 6 (viii) No Significant Subsidiaries 6 (ix) Capitalization 6 (x) Authorization of Agreement 7 (xi) Authorization of the Base Indenture 7 (xii) Authorization of the Securities 7 (xiii) Description of the Securities and the Indenture 7 (xiv) Absence of Defaults and Conflicts 7 (xv) Absence of Labor Disputes 8 (xvi) Absence of Proceedings 8 (xvii) Accuracy of Exhibits 9 (xviii) Absence of Further Requirements 9 (xix) Possession of Licenses and Permits 9 (xx) Title to Property 10 (xxi) Investment Company Act 10 i

KLA Corporation (a Delaware corporation) $750,000,000 3.300% Senior Notes due 2050 UNDERWRITING AGREEMENT
Underwriting Agreement • February 24th, 2020 • Kla Corp • Optical instruments & lenses • New York
UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 20,000,000 Depositary Shares Each Representing 1/1,000th of a share of 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share)
Underwriting Agreement • February 6th, 2020 • AGNC Investment Corp. • Real estate investment trusts • New York
UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 14,000,000 Depositary Shares Each Representing 1/1,000th of a share of 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share)
Underwriting Agreement • September 30th, 2019 • AGNC Investment Corp. • Real estate investment trusts • New York
INTERSTATE POWER AND LIGHT COMPANY (an Iowa corporation)
Underwriting Agreement • September 26th, 2019 • Interstate Power & Light Co • Electric & other services combined • New York

Page SECTION 1. Representations and Warranties 2 (a) Representations and Warranties by the Company 2 (i) Registration Statement, Prospectus and Disclosure at Time of Sale 3 (ii) Company is a Well-Known Seasoned Issuer 5 (iii) Incorporated Documents 5 (iv) Independent Accountants 6 (v) Financial Statements 6 (vi) No Material Adverse Change in Business 6 (vii) Good Standing of the Company 7 (viii) No Significant Subsidiaries 7 (ix) Capitalization 7 (x) Authorization of Agreement 7 (xi) Authorization of the Base Indenture 8 (xii) Authorization of the Securities 8 (xiii) Description of the Securities and the Indenture 8 (xiv) Absence of Defaults and Conflicts 8 (xv) Absence of Labor Disputes 9 (xvi) Absence of Proceedings 9 (xvii) Accuracy of Exhibits 10 (xviii) Absence of Further Requirements 10 (xix) Possession of Licenses and Permits 10 (xx) Title to Property 11 (xxi) Investment Company Act 11 i

UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 9,000,000 Depositary Shares Each Representing 1/1,000th of a share of 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share)
Underwriting Agreement • March 1st, 2019 • AGNC Investment Corp. • Real estate investment trusts • New York
EDWARDS LIFESCIENCES CORPORATION (a Delaware corporation) $600,000,000 4.300% Senior Notes due 2028 UNDERWRITING AGREEMENT Dated: June 6, 2018
Underwriting Agreement • June 7th, 2018 • Edwards Lifesciences Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
CEDAR REALTY TRUST, INC. (a Maryland corporation) 3,000,000 Shares of 6.50% Series C Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 22nd, 2017 • Cedar Realty Trust, Inc. • Real estate investment trusts • New York
UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 12,000,000 Depositary Shares Each Representing 1/1,000th of a share of 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share)
Underwriting Agreement • August 18th, 2017 • AGNC Investment Corp. • Real estate investment trusts • New York
STIFEL FINANCIAL CORP. (a Delaware corporation)
Underwriting Agreement • July 14th, 2016 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York

Stifel Financial Corp., a Delaware corporation (the “Company”), confirms its agreement with Keefe, Bruyette & Woods, Inc. (“KBW”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KBW, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BAML”) and Morgan Stanley & Co. LLC are acting as representatives (in such capacity, the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $200,000,000 aggregate principal of amount of the Company’s 4.25% Senior Notes due 2024 (the “Securities”). The Securities are to be issued pursuant to the third supplemental indenture, dated as of July 18, 2014 (the “Supplemental Indenture”), to the indenture, dated as of January 23, 2012 (the “Base Indenture” and, together with the Supplemental Indenture, the “Indenture”),

SPRINGLEAF HOLDINGS, INC. (a Delaware corporation) 27,864,525 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 4th, 2015 • Springleaf Holdings, Inc. • Personal credit institutions • New York

Springleaf Holdings, Inc., a Delaware corporation (the “Company”), and Springleaf Financial Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”), confirm their respective agreements with Citigroup Global Markets Inc. (“Citigroup”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Stockholder, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Selling Stockholder to the Underwriters, acting severally and not jointly, of the option described

QUIDEL CORPORATION (a Delaware corporation) Convertible Senior Notes due 2020 UNDERWRITING AGREEMENT Dated: December 2, 2014
Underwriting Agreement • December 8th, 2014 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • New York

QUIDEL CORPORATION, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities LLC (“J.P. Morgan”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and J.P. Morgan are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $150,000,000 aggregate principal amount of the Company’s Convertible Senior Notes due 2020 (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option to purchase all or any part of an additional $22,500,000 aggregate principal amo

PARAMOUNT GROUP, INC. (a Maryland corporation) [ ] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
UNDERWRITING AGREEMENT1
Underwriting Agreement • September 16th, 2014 • ProQR Therapeutics B.V. • Pharmaceutical preparations • New York
WPX ENERGY, INC. 5.25% Senior Notes due 2024 UNDERWRITING AGREEMENT
Underwriting Agreement • September 8th, 2014 • WPX Energy, Inc. • Crude petroleum & natural gas • New York

WPX Energy, Inc., a Delaware corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells Fargo, Citigroup Global Markets Inc. and RBS Securities Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Exhibit A hereto of $500,000,000 aggregate principal amount of the Company’s 5.25% Senior Notes due 2024 (the “Securities”). The Securities will be issued pursuant to an indenture (the “Base Indenture”) dated as of the Closing Date (as defined below), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Tr

COLONY FINANCIAL, INC. (a Maryland corporation) 15,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • July 22nd, 2014 • Colony Financial, Inc. • Real estate investment trusts • New York
COLONY FINANCIAL, INC. (a Maryland corporation) 3,000,000 Shares of 7.50% Series B Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 17th, 2014 • Colony Financial, Inc. • Real estate investment trusts • New York
COLONY FINANCIAL, INC. (a Maryland corporation) 13,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 5th, 2014 • Colony Financial, Inc. • Real estate investment trusts • New York
PDL BIOPHARMA, INC. (a Delaware corporation)
Underwriting Agreement • February 12th, 2014 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • New York

PDL BioPharma, Inc., a Delaware corporation (the “Company”), confirms its agreement with RBC Capital Markets, LLC (“RBC”), Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom RBC and Wells Fargo are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $260,870,000 aggregate principal amount of the Company’s 4.00% Convertible Senior Notes Due 2018 (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option to purchase all or any part of an additional $39,130,000 aggregate principal amount of its 4.00% Convertible Senior No

REXNORD CORPORATION (a Delaware corporation) 15,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: January 30, 2014
Underwriting Agreement • January 31st, 2014 • Rexnord Corp • General industrial machinery & equipment • New York
HUDSON PACIFIC PROPERTIES, INC. (a Maryland corporation) 8,250,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 28th, 2014 • Hudson Pacific Properties, Inc. • Real estate • New York

Agreement, dated as of June 29, 2010, by and among the Company, the undersigned and the other parties identified therein, as amended by that First Amendment to Registration Rights Agreement by and among Hudson Pacific Properties, Inc., Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P. and Farallon Capital Institutional Partners III, L.P., dated May 3, 2011 (as amended, the “Registration Rights Agreement”), to require the Company to file a registration statement (the “Farallon Demand Registration Statement”) registering up to 25% of the aggregate shares of Common Stock issued or issuable to the Farallon Holders pursuant to the Formation Transactions and the Concurrent Private Placement (the “Carveout Securities”) for resale in an underwritten offering registered pursuant to the 1933 Act, and to sell the shares of Common Stock registered pursuant to such Farallon Demand Registration Statement; or (ii) to distribute such Carveout Securities to limited partners

ENDOLOGIX, INC. (a Delaware corporation) 2.25% Convertible Senior Notes due 2018 UNDERWRITING AGREEMENT
Underwriting Agreement • December 6th, 2013 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York

The undersigned, a stockholder and an officer and/or director of Endologix, Inc., a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of $75,000,000 aggregate principal amount of the Company’s Convertible Senior Notes (the “Securities”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/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 to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the Underwriting Agreement (the “Lock-up Period”), the undersigned will not, wi

DYNEX CAPITAL, INC. (A Virginia corporation) 2,000,000 Shares of 7.625% Series B Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 16th, 2013 • Dynex Capital Inc • Real estate investment trusts • New York
CREDIT ACCEPTANCE CORPORATION (a Michigan Corporation) 1,500,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 12th, 2013 • Credit Acceptance Corp • Personal credit institutions • New York

each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the term of the lock-up:

STIFEL FINANCIAL CORP. (a Delaware corporation)
Underwriting Agreement • December 21st, 2012 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York

Stifel Financial Corp., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner and Smith Incorporated and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Stifel, Nicolaus & Company, Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC are acting as representatives (in such capacity, the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $150,000,000 aggregate principal of amount of the Company’s 5.375% Senior Notes due 2022 (the “Securities”). The Securities are to be issued pursuant to a supplemental indenture, to be dated as of December 21, 2012 (the “Supplemental Indenture”), to the indenture, dated as of January 23, 2012 (together with the Supplemental Indentur

APACHE CORPORATION $1,200,000,000 2.625% Notes due 2023 $800,000,000 4.250% Notes due 2044 UNDERWRITING AGREEMENT
Underwriting Agreement • December 4th, 2012 • Apache Corp • Crude petroleum & natural gas • New York
AUTOZONE, INC. (a Nevada corporation) 2.875% SENIOR NOTES DUE 2023 UNDERWRITING AGREEMENT Dated: November 1, 2012
Underwriting Agreement • November 2nd, 2012 • Autozone Inc • Retail-auto & home supply stores • New York
PETROLEUM DEVELOPMENT CORPORATION 6,500,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 16th, 2012 • Petroleum Development Corp • Crude petroleum & natural gas • New York

Petroleum Development Corporation, a Nevada corporation (the “Company”) confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), J.P. Morgan Securities LLC and Wells Fargo Securities, LLC and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA Merrill Lynch, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company of a total of 6,500,000 shares (the “Initial Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Company to the Underwrit

AUTOZONE, INC. (a Nevada corporation) 3.70% SENIOR NOTES DUE 2022 UNDERWRITING AGREEMENT Dated: April 17, 2012
Underwriting Agreement • April 19th, 2012 • Autozone Inc • Retail-auto & home supply stores • New York
UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 17,500,000 Shares of Common Stock Dated: [ ] [ ], 2011
Underwriting Agreement • July 29th, 2011 • American Capital Mortgage Investment Corp. • Real estate investment trusts • New York

The undersigned, an officer and/or director, manager or affiliate of American Capital Mortgage Investment Corp., a Maryland corporation (the “Company”), understands that Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC and Wells Fargo Securities, LLC (in such capacity, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and American Capital MTGE Management, LLC, a Delaware limited liability company and manager of the Company (the “Manager”), providing for the public offering of shares of the Company’s common stock, $0.01 par value per share (“Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representatives that, during a period of 180 days following the date of the Underwriting Agreement (the “Lock