8-k Sample Contracts

TreeHouse Foods, Inc. – TREEHOUSE FOODS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (August 2nd, 2019)

On August 1, 2019, Bay Valley Foods, LLC and TreeHouse Private Brands, Inc., wholly owned subsidiaries of TreeHouse Foods, Inc. (“TreeHouse” or the "Company"), completed the previously announced sale of Flagstone Foods, Inc. and Nutcracker Brands, Inc., constituting the Company’s Snacks Division for a base sale price of $90.0 million, subject to customary post-closing adjustments pursuant to the terms of a Stock Purchase Agreement, dated as of July 8, 2019. The sale is considered a significant disposition for purposes of Item 2.01 of Form 8-K.

Sealed Air Corp/De – Sealed Air Reports Second Quarter Results (August 2nd, 2019)

In addition, the Company completed the acquisition of Automated Packaging Systems, Inc. (APS), a leading manufacturer of automated bagging systems (including the iconic Autobag® brand), for $510 million on a cash and debt free basis.

Hilton Worldwide Holdings Inc. – AMENDED AND RESTATED BY-LAWS OF HILTON WORLDWIDE HOLDINGS INC. (August 2nd, 2019)
Atlantic Power Corp – Ron Bialobrzeski — Atlantic Power Corporation — Director, Finance Page 2: Cautionary Note Regarding Forward-Looking Statements (August 2nd, 2019)

Financial figures that are presented in this document and the presentation are stated in U.S. dollars and are approximate unless otherwise noted.

Horizon Technology Finance Corp – At Market Issuance Sales Agreement (August 2nd, 2019)
Restaurant Brands International Limited Partnership – Restaurant Brands International Inc. Reports Second Quarter 2019 Results (August 2nd, 2019)

Toronto, Ontario – August 2, 2019 – Restaurant Brands International Inc. (TSX/NYSE: QSR, TSX: QSP) today reported financial results for the second quarter ended June 30, 2019.

Sierra Income Corp – AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and between MEDLEY CAPITAL CORPORATION and SIERRA INCOME CORPORATION DATED AS OF JULY 29, 2019 (August 2nd, 2019)

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 29, 2019 (this “Agreement”), by and between Medley Capital Corporation, a Delaware corporation (“MCC”), and Sierra Income Corporation, a Maryland corporation (“SIC”).

Sturm Ruger & Co Inc – CORPORATE PARTICIPANTS (August 2nd, 2019)
Granite Construction Inc – AMENDMENT NO. 1 TO third AMENDED AND RESTATED CREDIT AGREEMENT (August 2nd, 2019)

This Amendment No. 1 to Third Amended and Restated Credit Agreement (this “Amendment”), dated as of July 29, 2019, is made by and among GRANITE CONSTRUCTION INCORPORATED, a Delaware corporation (the “Company” and a “Borrower”), GRANITE CONSTRUCTION COMPANY, a California corporation (“GCC” and a “Borrower”), GILC INCORPORATED, a California corporation (“GILC” and a “Borrower”, and together with the Company and GCC, collectively the “Borrowers”), each of the Guarantors (as defined in the Credit Agreement (as defined below)) signatory hereto, BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement) (in such capacity, the “Administrative Agent”), and each of the Lenders signatory hereto.

Broadwind Energy, Inc. – Q2 2019 Earnings Call August 2, 2019 Industry Data and Forward - Looking Statements Disclaimer ▪ Broadwind obtained the industry and market data used throughout this presentation from our own research, internal surveys and st udies conducted by third parties, independent industry associations or general publications and other publicly available informatio n. Independent industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not gu arantee the accuracy or completeness of such information. Forecasts are particularly like (August 2nd, 2019)
Wells Fargo & Company/Mn – [Face of Note] (August 2nd, 2019)

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

Quaker Chemical Corp – NON-COMPETITION AND NON-SOLICITATION AGREEMENT (August 2nd, 2019)

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”), dated as of August 1, 2019 (the “Effective Date”), is entered into by Quaker Chemical Corporation (“Buyer”), a Pennsylvania corporation, Gulf Houghton Lubricants Ltd., a company incorporated in the Cayman Islands (“Gulf Houghton”), Gulf Oil International Limited, a company incorporated in the Cayman Islands (“Gulf International”), and GOCL Corporation Limited, a public limited company incorporated in India (“Gulf Oil” and, together with Gulf Houghton and Gulf International, the “Sellers” and each, a “Seller”). In addition, Gulf Oil Lubricants India, Ltd, a public limited company incorporated in India (“Gulf India”), is executing this Agreement solely for purposes of Section 1(c).

Exxon Mobil Corp – To assist investors in assessing 2Q19 results, the following disclosures have been made available in this 8-K filing: - Identified items of $0.12 per share assuming dilution, as noted in the first paragraph on page 1 of the news release - A reconciliation of cash flow from operations and asset sales excluding working capital on page 1 of this exhibit and on page 7 and attachment V of the news release 2Q19 INVESTOR RELATIONS DATA SUMMARY (PAGE 1 of 4) Earnings, $M 2Q19 1Q19 4Q18 3Q18 2Q18 Upstream United States 335 96 265 606 439 Non-U.S. 2,926 2,780 3,048 3,623 2,601 Total 3,261 2,876 3,313 4, (August 2nd, 2019)

- A reconciliation of cash flow from operations and asset sales excluding working capital on page 1 of this exhibit and on page 7

Netfin Acquisition Corp. – THE COMPANIES LAW (2018 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF NETFIN ACQUISITION CORP. (adopted by special resolution dated 30 July 2019) THE COMPANIES LAW (2018 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF NETFIN ACQUISITION CORP. (adopted by special resolution dated 30 July 2019) (August 2nd, 2019)
Hemisphere Media Group, Inc. – Hemisphere Media Group Announces Second Quarter 2019 Financial Results Continued Growth Across All Revenue Streams with 13% Year-Over-Year Increase in Net Revenue Improvement in Net Loss of 54%, Strong 18% Increase in Adjusted EBITDA1 Canal 1’s Concession License Extended for Ten Years through 2037 at No Additional Cost (August 2nd, 2019)

MIAMI, FL — (August 2, 2019) — Hemisphere Media Group, Inc. (NASDAQ: HMTV) (“Hemisphere” or the “Company”), the only publicly traded pure-play U.S. media company targeting the high growth U.S. Hispanic and Latin American markets with leading broadcast and cable television and digital content platforms, today announced financial results for the second quarter ended June 30, 2019.

Atlantic Power Corp – AtlanticPower Corporation Q2 2019 Financial Results Supplementary August 2, 2019 Presentation Cautionary Note Regarding Forward-Looking Statements To the extent any statements made in this presentation contain information that is not historical, these statements are forward-looking statements or forward-looking information, as applicable, within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and under Canadian securities law (collectively “forward-looking statements”). Forward-looking statement (August 2nd, 2019)
Netfin Acquisition Corp. – 22,000,000 Units1 Netfin Acquisition Corp. UNDERWRITING AGREEMENT (August 2nd, 2019)
Chevron Corp – news release (August 2nd, 2019)

San Ramon, Calif., Aug. 2, 2019 – Chevron Corporation (NYSE: CVX) today reported earnings of $4.3 billion ($2.27 per share - diluted) for second quarter 2019, compared with $3.4 billion ($1.78 per share - diluted) in the second quarter of 2018. Included in the current quarter were earnings of $740 million associated with the Anadarko merger termination fee and a non-cash tax benefit of $180 million related to a reduction in the Alberta, Canada corporate income tax rate. Foreign currency effects increased earnings in the 2019 second quarter by $15 million.

Malvern Bancorp, Inc. – Malvern Bancorp, Inc. Reports Third Fiscal Quarter 2019 Results (August 2nd, 2019)

PAOLI, PA., July 31, 2019 -- Malvern Bancorp, Inc. (NASDAQ: MLVF) (the "Company"), parent company of Malvern Bank, National Association (“Malvern” or the “Bank”), today reported operating results for the third fiscal quarter ended June 30, 2019. Net income amounted to $2.7 million, or $0.35 per fully diluted common share, for the quarter ended June 30, 2019, compared with net income of $2.2 million, or $0.35 per fully diluted common share, for the quarter ended June 30, 2018. Annualized return on average assets (“ROAA”) was 0.88 percent for the three months ended June 30, 2019, compared to 0.85 percent for the three months ended June 30, 2018, and annualized return on average equity (“ROAE”) was 7.66 percent for the three months ended June 30, 2019, compared with 8.40 percent for the three months ended June 30, 2018. Excluding provision expense, net of tax, of $44,000, third fiscal quarter 2019 adjusted ROAA was 0.89 percent and adjusted ROAE was 7.79 percent.

Gulfport Energy Corp – Press Release (August 2nd, 2019)

OKLAHOMA CITY (August 1, 2019) Gulfport Energy Corporation (NASDAQ: GPOR) (“Gulfport” or the “Company”) today reported financial and operational results for the three-months and six-months ended June 30, 2019 and provided an update on its 2019 activities. Key information includes the following:

TreeHouse Foods, Inc. – TREEHOUSE FOODS, INC. Supplemental Financial Information Unaudited Pro Forma Non-GAAP Measures (In millions, except per share amounts) (August 2nd, 2019)

On August 1, 2019, Bay Valley Foods, LLC and TreeHouse Private Brands, Inc., wholly owned subsidiaries of TreeHouse Foods, Inc. (“TreeHouse” or the "Company"), completed the previously announced sale of Flagstone Foods, Inc. and Nutcracker Brands, Inc., constituting the Company’s Snacks Division, for a base sale price of $90.0 million in cash subject to customary post-closing adjustments. The sale is considered a significant disposition for purposes of Item 2.01 of Form 8-K.

American Airlines Inc – AMERICAN AIRLINES, INC. Pass Through Certificates, Series 2019-1AA Pass Through Certificates, Series 2019-1A Pass Through Certificates, Series 2019-1B UNDERWRITING AGREEMENT (August 2nd, 2019)
Northern Oil & Gas, Inc. – SEPARATION AND RELEASE AGREEMENT (August 2nd, 2019)

This Separation and Release Agreement (“Agreement”) is entered into by and between Northern Oil and Gas, Inc., a Delaware corporation, and Michael L. Reger, an individual, as follows:

Element Solutions Inc – Element Solutions Inc (August 2nd, 2019)

GAAP diluted EPS from continuing operations of $0.06, compared to loss per share of $0.17 in the same period last year; adjusted EPS from continuing operations of $0.21, compared to adjusted EPS from continuing operations of $0.05 in the same period last year

Biolargo, Inc. – SAMPLE CONVERTIBLE PROMISSORY NOTE - OID (August 2nd, 2019)

FOR VALUE RECEIVED, BIOLARGO, INC., a corporation organized under the laws of the state of Delaware (“Issuer”), promises to pay to the order of [____] (hereafter, together with any subsequent holder hereof, called “Holder”), at its office, at “Holder’s Address” (as that term is defined below), or at such other place as Holder may direct, the “Principal Amount” noted above (the “Loan Amount”), payable twelve (12) months from the “Issue Date” set forth above (the “Maturity Date”). This convertible note is duly authorized issue of the Issuer, purchased by the initial Holder pursuant to the subscription agreement (“Subscription Agreement”), and designated as its “Nine-Month OID Note” (referred to herein as the “Note”). The outstanding balance of this Note is convertible, pursuant to the terms set forth herein, at an initial conversion price of $ per share (“Conversion Price”), as such price may be adjusted.

Arconic Inc. – Arconic Reports Second Quarter 2019 Results (August 2nd, 2019)

Revenue of $3.7 billion, up 3% year over year; organic revenue1 up 10% year over year Net loss of $121 million, or $0.27 per share, mainly driven by non-cash asset impairments of $357 million, versus net income of $120 million, or $0.24 per share, in the second quarter 2018 Net income excluding special items of $269 million, or $0.58 per share, versus $185 million, or $0.37 per share, in the second quarter 2018 Operating loss of $81 million, versus operating income of $324 million in the second quarter 2018 Operating income excluding special items of $484 million, up 27% year over year Operating income margin excluding special items up 240 basis points year over year Cash balance of $1.4 billion, improved $38 million sequentially

Washington Prime Group Inc. – WASHINGTON PRIME GROUP INC. EMPLOYEE PERFORMANCE STOCK UNIT AWARD AGREEMENT (Louis Conforti) (August 2nd, 2019)

This Performance Stock Unit Award Agreement (“Agreement”) made as of August 2, 2019 (the “Award Date”) among Washington Prime Group Inc., an Indiana corporation (the “Company”), its subsidiary, Washington Prime Group, L.P., an Indiana limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the individual listed as participant on the signature page hereto (the “Participant”).

Eagle Bulk Shipping Inc. – EXECUTION VERSION EAGLE BULK SHIPPING INC. AND DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee INDENTURE Dated as of July 29, 2019 5.00% Convertible Senior Notes due 2024 (August 2nd, 2019)
York Water Co – News Release (August 2nd, 2019)

York, Pennsylvania, August 2, 2019:  The York Water Company's (NASDAQ:YORW) President, Jeffrey R. Hines, announced today the Company's financial results for the second quarter and the first six months of 2019.

Enbridge Inc – NEWS RELEASE Enbridge Inc. Reports Strong Second Quarter 2019 Results (August 2nd, 2019)

CALGARY, ALBERTA - August 2, 2019 - Enbridge Inc. (Enbridge or the Company) (TSX:ENB) (NYSE:ENB) today reported second quarter 2019 financial results and provided a quarterly business update.

New Residential Investment Corp. – NEW RESIDENTIAL INVESTMENT CORP. AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT (August 2nd, 2019)
Watsco Inc – Watsco, Inc. 2665 South Bayshore Drive Suite 901 Coconut Grove, Florida 33133 (August 2nd, 2019)

We have acted as counsel to Watsco, Inc., a Florida corporation (the “Company”), in connection with the Company’s registration of 372,543 shares of the Company’s Common stock, par value $0.50 per share (the “Shares”), covered by the above-referenced registration statement (including the prospectus contained therein, the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), together with the Prospectus Supplement, dated August 2, 2019 (the “Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b)(7) under the Securities Act, relating to the resale of the Shares by the selling shareholder named in the Prospectus Supplement. The Shares were issued pursuant to that certain Asset Purchase Agreement, dated as of July 17, 2019 (the “Purchase Agreement”), by and among the Company, PPI Acquisition Holdings LLC, a Delaware limited liability company,

Transact Technologies Inc – AMENDED AND RESTATED BY - LAWS OF TRANSACT TECHNOLOGIES INCORPORATED (as of July 31, 2019) (August 2nd, 2019)
Medley Management Inc. – AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among MEDLEY MANAGEMENT INC. SIERRA INCOME CORPORATION and SIERRA MANAGEMENT, INC. DATED AS OF JULY 29, 2019 (August 2nd, 2019)

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 29, 2019 (this “Agreement”), by and among Medley Management Inc., a Delaware corporation (“MDLY”), Sierra Income Corporation, a Maryland corporation (“SIC”) and Sierra Management, Inc., a Delaware corporation and wholly-owned subsidiary of SIC (“Merger Sub”).

Office Properties Income Trust – Since January 1, 2019, Have Sold or Currently Have Under Agreement to Sell 54 Properties for $683.8 Million Second Quarter Net Loss Available for Common Shareholders of $64.8 Million, or $1.35 Per Share Second Quarter Normalized FFO Available for Common Shareholders of $79.3 Million, or $1.65 Per Share Occupancy Increased 200 Basis Points in the Second Quarter to 91.6% Completed 571,000 Square Feet of Leasing in the Second Quarter (August 2nd, 2019)

Newton, MA (August 2, 2019): Office Properties Income Trust (Nasdaq: OPI) today announced its financial results for the quarter and six months ended June 30, 2019.