Common Contracts

163 similar Underwriting Agreement contracts by Becton Dickinson & Co, Aflac Inc, KEMPER Corp, others

Becton, Dickinson and Company Debt Securities Underwriting Agreement
Underwriting Agreement • February 6th, 2024 • Becton Dickinson & Co • Surgical & medical instruments & apparatus

Becton, Dickinson and Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of (i) $625,000,000 principal amount of its 4.874% Notes due 2029 (the “2029 Notes”) and (ii) $550,000,000 principal amount of its 5.110% Notes due 2034 (the “2034 Notes” and, together with the 2029 Notes, the “Securities”).

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Becton, Dickinson and Company Debt Securities Underwriting Agreement
Underwriting Agreement • February 6th, 2024 • Becton Dickinson & Co • Surgical & medical instruments & apparatus
Air Products and Chemicals, Inc. Underwriting Agreement
Underwriting Agreement • March 3rd, 2023 • Air Products & Chemicals, Inc. • Industrial inorganic chemicals

The Securities are to be issued pursuant to an indenture, dated as of April 30, 2020 (as it may be supplemented or amended from time to time, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

Vulcan Materials Company Underwriting Agreement
Underwriting Agreement • March 3rd, 2023 • Vulcan Materials CO • Mining & quarrying of nonmetallic minerals (no fuels)

Vulcan Materials Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc. and Truist Securities, Inc. (in such capacities, the “Representatives” or “you”) are acting as representatives, an aggregate of $550,000,000 principal amount of 5.800% Notes due 2026 (the “Securities”).

Air Products and Chemicals, Inc. Underwriting Agreement
Underwriting Agreement • March 3rd, 2023 • Air Products & Chemicals, Inc. • Industrial inorganic chemicals

The Securities are to be issued pursuant to an indenture, dated as of April 30, 2020 (as it may be supplemented or amended from time to time, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

Underwriting Agreement
Underwriting Agreement • February 7th, 2023 • Becton Dickinson & Co • Surgical & medical instruments & apparatus

Becton, Dickinson and Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of $800,000,000 principal amount of its 4.693% Notes due 2028 (the “Securities”).

Illumina, Inc. 5.800% Notes due 2025 5.750% Notes due 2027 Underwriting Agreement
Underwriting Agreement • December 13th, 2022 • Illumina, Inc. • Laboratory analytical instruments
Kemper Corporation Underwriting Agreement
Underwriting Agreement • March 7th, 2022 • KEMPER Corp • Fire, marine & casualty insurance • New York

Kemper Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Wells Fargo Securities, LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives” or “you”), an aggregate of $150,000,000 principal amount of the 5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062 (the “Firm Securities”) and, at the election of the Underwriters, up to $22,500,000 aggregate principal amount of the 5.875% Junior Subordinated Notes due 2062 (the “Optional Securities”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to the terms hereof are herein collectively called the “Securities.” The Securities are to be issued under the indenture, to be dated as of September 29, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Associatio

SLM Corporation Underwriting Agreement
Underwriting Agreement • November 1st, 2021 • SLM Corp • Personal credit institutions • New York

SLM Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (each an “Underwriter” and, collectively the “Underwriters”), for whom J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as representatives (the “Representatives”), an aggregate of $500,000,000 principal amount of the Notes of the Company (the “Securities”). The Securities will be issued pursuant to an indenture, dated as of June 17, 2015 (the “Base Indenture”), between the Company and Deutsche Bank National Trust Company, as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of April 5, 2017, between the Company and the Trustee, the “First Supplemental Indenture”), as further supplemented by that certain Second Supplemental Indenture, dated as of October 29, 2020 (the “Second Supplemental Indenture”), between the Company and the Trustee,

850,000,000 3.125% Senior Notes due 2031
Underwriting Agreement • September 14th, 2021 • BALL Corp • Metal cans • New York

Ball Corporation, an Indiana Corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative” or “you”; the terms “your” and “yours” having correlative meanings), an aggregate of $850,000,000 principal amount of its 3.125% Senior Notes due 2031 (the “Notes”) pursuant to this agreement (the “Agreement”). The Notes will be guaranteed (collectively, the “Guarantees”) by each of the subsidiary guarantors named in Schedule II hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities are to be issued pursuant to the provisions of a base indenture dated November 27, 2015 (the “Base Indenture”), among the Company, the Guarantors and Deutsche Trustee Company Limited, as trustee (the “Trustee”), as amended and supplemented by the fourteenth supple

Becton, Dickinson and Company Debt Securities Underwriting Agreement
Underwriting Agreement • August 13th, 2021 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

Becton Dickinson and Company, a New Jersey corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of (i) €400,000,000 principal amount of its 0.000% Notes due 2023 (the “2023 Notes”) and (ii) €500,000,000 principal amount of its 0.034% Notes due 2025 (the “2025 Notes” and, together with the 2023 Notes, the “Securities”). The Securities are to be issued pursuant to the Indenture, dated as of March 1, 1997 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”) (the “Indenture”).

NVIDIA Corporation
Underwriting Agreement • June 16th, 2021 • Nvidia Corp • Semiconductors & related devices • New York

NVIDIA Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of $1,250,000,000 principal amount of the 0.309% Notes due 2023 (the “2023 Notes”), an aggregate of $1,250,000,000 principal amount of the 0.584% Notes due 2024 (the “2024 Notes”), an aggregate of $1,250,000,000 principal amount of the 1.550% Notes due 2028 (the “2028 Notes”) and an aggregate of $1,250,000,000 principal amount of the 2.000% Notes due 2031 (the “2031 Notes” and together with the 2023 Notes, the 2024 Notes and the 2028 Notes, the “Securities”).

YUM! Brands, Inc. $1,100 million 4.625% Senior Notes due 2032 Underwriting Agreement
Underwriting Agreement • April 1st, 2021 • Yum Brands Inc • Retail-eating places • New York

YUM! Brands, Inc., a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $1,100 million principal amount of the 4.625% Senior Notes due 2032 (the “Securities”).

Illumina, Inc. 0.550% Notes due 2023 2.550% Notes due 2031 Underwriting Agreement
Underwriting Agreement • March 22nd, 2021 • Illumina, Inc. • Laboratory analytical instruments • New York
Aflac Incorporated
Underwriting Agreement • March 8th, 2021 • Aflac Inc • Accident & health insurance • New York

Aflac Incorporated, a Georgia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of $400,000,000 principal amount of the 1.125% Senior Notes due 2026 (the “Securities”). The Securities will be issued under the Senior Debt Indenture, dated as of May 21, 2009 (the “Senior Debt Indenture”), as supplemented by the Twenty-Eighth Supplemental Indenture, to be dated as of March 8, 2021 (the “Twenty-Eighth Supplemental Indenture,” and, together with the Senior Debt Indenture, the “Indenture”), each between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).

Becton, Dickinson and Company Debt Securities Underwriting Agreement
Underwriting Agreement • February 10th, 2021 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

Becton, Dickinson and Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of (i) $1,000,000,000 principal amount of its 1.957% Notes due 2031 (the “Securities”).

SLM Corporation Underwriting Agreement
Underwriting Agreement • October 29th, 2020 • SLM Corp • Personal credit institutions • New York

SLM Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (each an “Underwriter” and, collectively the “Underwriters”), for whom J.P. Morgan Securities LLC and RBC Capital Markets, LLC are acting as representatives (the “Representatives”), an aggregate of $500,000,000 principal amount of the Notes of the Company (the “Securities”). The Securities will be issued pursuant to an indenture, dated as of June 17, 2015 (the “Base Indenture”), between the Company and Deutsche Bank National Trust Company, as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of April 5, 2017, between the Company and the Trustee, the “First Supplemental Indenture”), as further supplemented by that certain Second Supplemental Indenture, to be dated as of October 29, 2020 (the “Second Supplemental Indenture”), between the Company and the T

YUM! Brands, Inc. $1,050 million 3.625% Senior Notes due 2031 Underwriting Agreement
Underwriting Agreement • September 25th, 2020 • Yum Brands Inc • Retail-eating places • New York

YUM! Brands, Inc., a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $1,050 million principal amount of the 3.625% Senior Notes due 2031 (the “Securities”).

Kemper Corporation Underwriting Agreement
Underwriting Agreement • September 24th, 2020 • KEMPER Corp • Fire, marine & casualty insurance • New York

Kemper Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC are acting as representatives (the “Representatives” or “you”), an aggregate of $400,000,000 principal amount of the 2.400% Senior Notes due 2030 specified above (the “Securities”) to be issued under the indenture, to be dated as of September 29, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture to be dated as of September 29, 2020 between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

Hyatt Hotels Corporation $750,000,000 Floating Rate Senior Notes due 2022 Underwriting Agreement
Underwriting Agreement • September 1st, 2020 • Hyatt Hotels Corp • Hotels & motels • New York

Hyatt Hotels Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Deutsche Bank Securities Inc. is acting as representative (the “Representative”), an aggregate of $750,000,000 principal amount of its Floating Rate Senior Notes due 2022 (the “Securities”).

1,300,000,000 2.875% Senior Notes due 2030
Underwriting Agreement • August 13th, 2020 • BALL Corp • Metal cans • New York

Ball Corporation, an Indiana Corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative” or “you”; the terms “your” and “yours” having correlative meanings), an aggregate of $1,300,000,000 principal amount of its 2.875% Senior Notes due 2030 (the “Notes”) pursuant to this agreement (the “Agreement”). The Notes will be guaranteed (collectively, the “Guarantees”) by each of the subsidiary guarantors named in Schedule II hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities are to be issued pursuant to the provisions of a base indenture dated November 27, 2015 (the “Base Indenture”), among the Company, the Guarantors and Deutsche Trustee Company Limited, as trustee (the “Trustee”), as amended and supplemented by the thirteenth supp

Choice Hotels International, Inc. Underwriting Agreement
Underwriting Agreement • July 10th, 2020 • Choice Hotels International Inc /De • Hotels & motels • New York

Choice Hotels International, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Wells Fargo Securities, LLC, SunTrust Robinson Humphrey, Inc. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), an aggregate of $450,000,000 principal amount of 3.700% Senior Notes due 2031 of the Company (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of August 25, 2010 (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee, as amended by a Supplemental Indenture to be dated as of July 23, 2020 (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and Wells Fargo Bank, National Association as trustee (the “Trustee”).

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Vulcan Materials Company Underwriting Agreement
Underwriting Agreement • May 18th, 2020 • Vulcan Materials CO • Mining & quarrying of nonmetallic minerals (no fuels) • New York

Vulcan Materials Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of $750,000,000 principal amount of 3.500% Notes due 2030 (the “Securities”).

Becton, Dickinson and Company Debt Securities Underwriting Agreement
Underwriting Agreement • May 13th, 2020 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

Becton, Dickinson and Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of (i) $750,000,000 principal amount of its 2.823% Notes due 2030 (the “2030 Notes”) and (ii) $750,000,000 principal amount of its 3.794% Notes due 2050 (the “2050 Notes” and together with the 2030 Notes, the “Securities”).

The Clorox Company $500,000,000 1.800% Senior Notes due 2030 Underwriting Agreement
Underwriting Agreement • May 8th, 2020 • Clorox Co /De/ • Specialty cleaning, polishing and sanitation preparations • New York

The Clorox Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $500,000,000 principal amount of its 1.800% Senior Notes due 2030 (the “Securities”).

Air Products and Chemicals, Inc. Underwriting Agreement
Underwriting Agreement • April 30th, 2020 • Air Products & Chemicals Inc /De/ • Industrial inorganic chemicals • New York

Air Products and Chemicals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule II hereto (the “Underwriters”), the principal amount of each series of its 0.500% Senior Notes due 2028 and 0.800% Senior Notes due 2032 identified in Schedule I hereto (together, the “Securities”).

Aflac Incorporated Underwriting Agreement
Underwriting Agreement • April 1st, 2020 • Aflac Inc • Accident & health insurance • New York

Aflac Incorporated, a Georgia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of $1,000,000,000 principal amount of the 3.600% Senior Notes due 2030 (the “Securities”). The Securities will be issued under the Senior Debt Indenture, dated as of May 21, 2009 (the “Senior Debt Indenture”), as supplemented by the Twenty-Seventh Supplemental Indenture, to be dated as of April 1, 2020 (the “Twenty-Seventh Supplemental Indenture,” and, together with the Senior Debt Indenture, the “Indenture”), each between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).

NVIDIA Corporation Underwriting Agreement
Underwriting Agreement • March 31st, 2020 • Nvidia Corp • Semiconductors & related devices • New York

NVIDIA Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriter named in Schedule I hereto (the “Underwriter”) an aggregate of $1,500,000,000 principal amount of the 2.850% Notes due 2030 (the “2030 Notes”), an aggregate of $1,000,000,000 principal amount of the 3.500% Notes due 2040 (the “2040 Notes”), an aggregate of $2,000,000,000 principal amount of the 3.500% Notes due 2050 (the “2050 Notes”) and an aggregate of $500,000,000 principal amount of the 3.700% Notes due 2060 (the “2060 Notes” and together with the 2030 Notes, the 2040 Notes and the 2050 Notes, the “Securities”).

Choice Hotels International, Inc. Underwriting Agreement
Underwriting Agreement • November 14th, 2019 • Choice Hotels International Inc /De • Hotels & motels • New York

Choice Hotels International, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), an aggregate of $400,000,000 principal amount of 3.700% Senior Notes due 2029 of the Company (the “Notes” or the “Securities”). The Notes will be issued pursuant to an Indenture dated as of August 25, 2010 (“the Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee, as amended by a Supplemental Indenture to be dated as of November 27, 2019 (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and Wells Fargo Bank, National Association as trustee (the “Trustee”). The issuance and sale of the Securities and the payment of r

Kemper Corporation Common Stock Underwriting Agreement
Underwriting Agreement • June 7th, 2019 • KEMPER Corp • Fire, marine & casualty insurance • New York

Kemper Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC is acting as representative (the “Representative” or “you”), an aggregate of 1,350,000 shares the “Firm Securities”) and, at the election of the Underwriters, up to 202,500 additional shares (the “Optional Securities”) of common stock, par value $0.10 per share (“Common Stock”) of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).

Rockwell Automation, Inc. $425,000,000 3.500% Notes due 2029 $575,000,000 4.200% Notes due 2049 Underwriting Agreement
Underwriting Agreement • March 1st, 2019 • Rockwell Automation Inc • Measuring & controlling devices, nec • New York

Rockwell Automation, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $425,000,000 principal amount of the 3.500% notes due March 1, 2029 (the “2029 Notes”) and an aggregate of $575,000,000 principal amount of the 4.200% notes due March 1, 2049 (the “2049 Notes”) of the Company specified above. The 2029 Notes and the 2049 Notes (collectively, the “Securities”) will be issued under the Indenture dated as of December 1, 1996 (the “Indenture”) between the Company and The Bank of New York Trust Company, N.A. (successor in interest to JPMorgan Chase Bank, N.A., successor to JPMorgan Chase Bank, successor to The Chase Manhattan Bank, successor to Mellon Bank, N.A.), as Trustee (the “Trustee”).

UNDERWRITING AGREEMENT REGIONS FINANCIAL CORPORATION $500,000,000 3.800% Senior Notes due 2023
Underwriting Agreement • January 28th, 2019 • Regions Financial Corp • National commercial banks • New York

Regions Financial Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) $500,000,000 aggregate principal amount of 3.800% Senior Notes due 2023 (the “Securities”) of the Company, which form a part of the same series as the Company’s outstanding 3.800% Senior Notes due 2023, issued August 13, 2018. The Securities are to be issued pursuant to an indenture dated as of August 8, 2005 (the “Original Indenture”), as supplemented by the Ninth Supplemental Indenture dated as of August 13, 2018, (the “Ninth Supplemental Indenture”) and as further supplemented by the Tenth Supplemental Indenture, to be dated the Closing Date (as defined in Section 4 hereof )

Aflac Incorporated Underwriting Agreement
Underwriting Agreement • October 31st, 2018 • Aflac Inc • Accident & health insurance • New York

Aflac Incorporated, a Georgia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of $550,000,000 principal amount of the 4.750% Senior Notes due 2049 (the “Securities”). The Securities will be issued under the Senior Debt Indenture, dated as of May 21, 2009 (the “Senior Debt Indenture”), as supplemented by the Eighteenth Supplemental Indenture,

Aflac Incorporated ¥29,300,000,000 1.159% Senior Notes due 2030 ¥15,200,000,000 1.488% Senior Notes due 2033 ¥8,900,000,000 1.750% Senior Notes due 2038 Underwriting Agreement
Underwriting Agreement • October 16th, 2018 • Aflac Inc • Accident & health insurance • New York

Aflac Incorporated, a Georgia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA LLC, Morgan Stanley & Co. International plc and SMBC Nikko Securities America, Inc. are acting as Representatives (the “Representatives”), an aggregate of ¥29,300,000,000 principal amount of the 1.159% Senior Notes due 2030 (the “2030 Notes”), ¥15,200,000,000 principal amount of the 1.488% Senior Notes due 2033 (the “2033 Notes”) and ¥8,900,000,000 principal amount of the 1.750% Senior Notes due 2038 (the “2038 Notes,” and together with the 2030 Notes and the 2033 Notes, the “Securities”). The 2030 Notes will be issued under the Senior Debt Indenture, dated as of May 21, 2009 (the “Senior Debt Indenture”), as supplemented by the Fifteenth Supplemental Indenture, to be dated as of October 18, 2018 (the “Fifteenth Supplemental Indenture”), each between t

UNDERWRITING AGREEMENT REGIONS FINANCIAL CORPORATION $500,000,000 3.800% Senior Notes due 2023
Underwriting Agreement • August 13th, 2018 • Regions Financial Corp • National commercial banks • New York

Regions Financial Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) $500,000,000 aggregate principal amount of 3.800% Senior Notes due 2023 (the “Securities”) of the Company. The Securities are to be issued pursuant to an indenture dated as of August 8, 2005 (the “Original Indenture”), as supplemented by the Ninth Supplemental Indenture, to be dated the Closing Date (as defined in Section 4 hereof) (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).

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