MERCK & CO., INC. Form of Debt Underwriting AgreementMerck & Co., Inc. • March 19th, 2024 • Pharmaceutical preparations
Company FiledMarch 19th, 2024 IndustryMerck & Co., Inc., a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the firms named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of $ principal amount of its % Notes due (the “Securities”).
Essential Utilities, Inc. $500,000,000 5.375% Senior Notes due 2034 Underwriting AgreementEssential Utilities, Inc. • January 8th, 2024 • Water supply
Company FiledJanuary 8th, 2024 IndustryEssential Utilities, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $500,000,000 principal amount of its 5.375% Senior Notes due 2034 (the “Securities”, and the offer and sale of the Securities hereunder being called the “Debt Offering”). The Securities will be issued pursuant to the base indenture, dated as of April 23, 2019, between the Company, as issuer, and U.S. Bank Trust Company, National Association, as successor trustee to U.S. Bank N.A. (the “Trustee”), as amended and supplemented by the first supplemental indenture thereto (the “Base Indenture”), and a related supplemental indenture, to be dated as of the Time of Delivery, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Agreement, the Securities, the Bas
MERCK & CO., INC. Form of Debt Underwriting AgreementMerck & Co., Inc. • March 25th, 2021 • Pharmaceutical preparations • New York
Company FiledMarch 25th, 2021 Industry JurisdictionMerck & Co., Inc., a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the firms named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of $ principal amount of its % Notes due (the “Securities”).
CNO FINANCIAL GROUP, INC. $150,000,000 5.125% SUBORDINATED DEBENTURES DUE 2060 UNDERWRITING AGREEMENT November 18, 2020CNO Financial Group, Inc. • November 19th, 2020 • Accident & health insurance • New York
Company FiledNovember 19th, 2020 Industry JurisdictionThe Securities will be issued pursuant to the provisions of a supplemental indenture to the indenture, to be dated as of November 25, 2020, (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”).
Underwriting AgreementBank of N.T. Butterfield & Son LTD • June 5th, 2020 • Commercial banks, nec • New York
Company FiledJune 5th, 2020 Industry JurisdictionThe Bank of N.T. Butterfield & Son Limited, a company incorporated under the laws of Bermuda (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters for whom you are acting as representative (the “Representative”), named in Schedule I hereto (the “Underwriters”), $100,000,000 aggregate principal amount of the Subordinated Notes of the Company specified above (the “Securities”).
BECTON, DICKINSON AND COMPANY 6,250,000 Shares Common Stock ($1.00 par value) Underwriting AgreementBecton Dickinson & Co • May 26th, 2020 • Surgical & medical instruments & apparatus • New York
Company FiledMay 26th, 2020 Industry JurisdictionBecton, Dickinson and Company, a corporation organized under the laws of the state of New Jersey (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $1.00 par value (“Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriters shall mean e
Biogen Inc.Biogen Inc. • April 30th, 2020 • Biological products, (no disgnostic substances) • New York
Company FiledApril 30th, 2020 Industry JurisdictionBiogen Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Goldman Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and each of the other Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC are acting as representatives (in such capacity, the “Representatives”), the respective amounts set forth in Schedule I of $1,500,000,000 aggregate principal amount of the Company’s 2.250% Senior Notes due 2030 (the “2030 Notes”) and $1,500,000,000 aggregate principal amount of the Company’s 3.150% Senior Notes due 2050 (the “2050 Notes” and, together with the 2030 Notes, the “Securities”).
Underwriting AgreementPatterson Uti Energy Inc • November 8th, 2019 • Drilling oil & gas wells • New York
Company FiledNovember 8th, 2019 Industry JurisdictionPatterson-UTI Energy, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $350,000,000 principal amount of its 5.15% Senior Notes due 2029 (the “Securities”).
Cadence Bancorporation $85,000,000 4.75% Fixed to Floating Rate Subordinated Notes due 2029 Underwriting AgreementCadence Bancorporation • June 26th, 2019 • National commercial banks • New York
Company FiledJune 26th, 2019 Industry JurisdictionCadence Bancorporation, a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. (“Sandler”) and U.S. Bancorp Investments, Inc. (“USBI”) are acting as representatives (in such capacity, the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the Underwriters, acting severally and not jointly, an aggregate of $85,000,000 of 4.75% Fixed to Floating Rate Subordinated Notes due 2029 (the “Securities”), of the Company. The Securities will be issued pursuant to an Indenture, to be dated on or about June 26, 2019 (the “Base Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture thereto, to be dated as of June 26, 2019 by and between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
Underwriting AgreementSTORE CAPITAL Corp • February 26th, 2019 • Real estate investment trusts • New York
Company FiledFebruary 26th, 2019 Industry JurisdictionSTORE Capital Corporation, a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters,” and, individually, an “Underwriter”), for whom you are acting as representatives (in such capacity, the “Representatives”), an aggregate of $350,000,000 in principal amount of its 4.625% Senior Notes due 2029 (the “Notes”). The Notes will be issued pursuant to an Indenture (the “Base Indenture”), dated as of March 15, 2018, between the Company and Wilmington Trust, National Association (the “Trustee”), as supplemented by a Supplemental Indenture (the “Supplemental Indenture,” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”), to be dated as of the date of the Time of Delivery (as defined below), between the Company and the Trustee.
Guidewire Software, Inc.Guidewire Software, Inc. • March 9th, 2018 • Services-prepackaged software • New York
Company FiledMarch 9th, 2018 Industry JurisdictionGuidewire Software, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions in this underwriting agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), an aggregate of $360,000,000 principal amount of the 1.250% Convertible Senior Notes due 2025 (the “Firm Securities”), which shall be convertible into shares of Common Stock of the Company, par value $0.0001 per share (“Stock”, and any shares of Stock issuable upon conversion of the Securities, including, for the avoidance of doubt, any additional shares deliverable upon conversion in connection with a make-whole fundamental change, the “Underlying Securities”), cash or a combination of cash and Stock, and, at the election of the Underwriters, up to an aggregate of $40,000,000 additional princ
A-IV1STORE CAPITAL Corp • March 9th, 2018 • Real estate investment trusts • New York
Company FiledMarch 9th, 2018 Industry Jurisdiction
Western Digital Corporation 4.750% Senior Notes due 2026 Underwriting AgreementNew York • February 2nd, 2018
Jurisdiction FiledFebruary 2nd, 2018Western Digital 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 to this agreement (this “Agreement”) (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC are acting as representatives (in
HUNTINGTON BANCSHARES INCORPORATED 3.15% Senior Notes due 2021 Underwriting AgreementHuntington Bancshares Inc/Md • March 14th, 2016 • National commercial banks • New York
Company FiledMarch 14th, 2016 Industry Jurisdiction
The Clorox Company $600,000,000 3.050% Senior Notes due 2022 ____________________ Underwriting AgreementClorox Co /De/ • September 11th, 2012 • Specialty cleaning, polishing and sanitation preparations • New York
Company FiledSeptember 11th, 2012 Industry JurisdictionBNP Paribas Securities Corp. Citigroup Global Markets Inc. Mitsubishi UFJ Securities (USA), Inc. Wells Fargo Securities, LLC As representatives of the several Underwriters named in Schedule I hereto,
The Clorox Company $300,000,000 3.800% Senior Notes due 2021 ____________________ Underwriting AgreementClorox Co /De/ • November 16th, 2011 • Specialty cleaning, polishing and sanitation preparations • New York
Company FiledNovember 16th, 2011 Industry JurisdictionCitigroup Global Markets Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC As representatives of the several Underwriters named in Schedule I hereto, c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179
The Clorox Company $300,000,000 3.55% Senior Notes due 2015 ____________________ Underwriting AgreementClorox Co /De/ • November 5th, 2009 • Specialty cleaning, polishing and sanitation preparations • New York
Company FiledNovember 5th, 2009 Industry JurisdictionCitigroup Global Markets Inc., J.P. Morgan Securities Inc., Wells Fargo Securities, LLC As representatives of the several Underwriters named in Schedule I hereto, c/o Wells Fargo Securities, LLC One Wachovia Center 301 South College Street Charlotte, North Carolina 28288
Pride International, Inc. $500,000,000 81/2% Senior Notes due 2019 Underwriting AgreementPride International Inc • June 2nd, 2009 • Drilling oil & gas wells • New York
Company FiledJune 2nd, 2009 Industry JurisdictionPride 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”) an aggregate of $500,000,000 principal amount of the Senior Notes specified above (the “Securities”).
POPULAR, INC. Underwriting AgreementPopular Inc • May 29th, 2008 • State commercial banks • Puerto Rico
Company FiledMay 29th, 2008 Industry JurisdictionPopular, Inc. (the “Company”), a Puerto Rico corporation, proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives, an aggregate of 16,000,000 shares (the “Securities”) of 8.25% Non-cumulative Monthly Income Preferred Stock, Series B, no par value and with a liquidation preference of $25 per share (the “Preferred Stock”), of the Company on the terms and for the purposes set forth in Section 2 hereof.
ContractRockwell Automation Inc • December 3rd, 2007 • Measuring & controlling devices, nec
Company FiledDecember 3rd, 2007 IndustryExhibit 1 Rockwell Automation, Inc. 5.65% Notes due December 1, 2017 6.25% Debentures due December 1, 2037 _____________ Underwriting Agreement November 28, 2007 Banc of America Securities LLC Goldman, Sachs & Co., UBS Securities LLC As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004 Ladies and Gentlemen: 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 $250,000,000 principal amount of the Notes (the “Notes”) and an aggregate of $250,000,000 principal amount of the Debentures (the “Debentures”) of the Company specified above. The Notes and the Debentures (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
Underwriting AgreementProtective Life Corp • July 3rd, 2006 • Life insurance • New York
Company FiledJuly 3rd, 2006 Industry JurisdictionGoldman, Sachs & Co., As representative of the several Underwriters named in Schedule I hereto (the "Representative") 85 Broad Street, New York, New York 10004