GUARDIAN PHARMACY SERVICES, INC. (a Delaware corporation) 7,500,000 Shares of Class A Common Stock, $0.001 par value UNDERWRITING AGREEMENTUnderwriting Agreement • May 20th, 2025 • Guardian Pharmacy Services, Inc. • Retail-drug stores and proprietary stores • New York
MP MATERIALS CORP. (a Delaware corporation) 4,250,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2021 • MP Materials Corp. / DE • Metal mining • New York
CLARIVATE PLC (A public limited company incorporated under the laws of Jersey, Channel Islands) 25,000,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2021 • CLARIVATE PLC • Services-computer processing & data preparation • New York
Clarivate Plc, a public limited company incorporated under the laws of Jersey, Channel Islands (the “Company”) and the persons listed in Schedule B hereto as Selling Shareholders (the “Selling Shareholders”) 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 Citigroup is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective number of ordinary shares, no par value per share, of the Company (“Ordinary Shares”) as set forth in Schedules A and B hereto (such Ordinary Shares, the “Initial Securities”) and (ii) the grant by the Selling Shareholders to the Unde
●] Shares FinWise Bancorp Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2021 • Finwise Bancorp • State commercial banks • New York
FinWise Bancorp, a Utah corporation (the “Company”), FinWise Bank, a Utah state chartered bank (the “Bank”), and the person listed in Schedule B hereto (the “Selling Shareholder”), confirm their respective agreements with Piper Sandler & Co. (“PSC”) 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 PSC is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the Selling Shareholder, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of [●] shares of common stock of the Company, par value $0.001 per share (“Common Stock”), in the respective amounts set forth in Schedule A and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b)
MP MATERIALS CORP. (a Delaware corporation) 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2021 • MP Materials Corp. / DE • Metal mining • New York
CONSTRUCTION PARTNERS, INC. (a Delaware corporation) 2,000,000 Shares of Class A Common Stock, Par Value $0.001 UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2021 • Construction Partners, Inc. • Heavy construction other than bldg const - contractors • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2021 • OneMain Holdings, Inc. • Personal credit institutions • New York
OneMain Holdings, Inc., a Delaware corporation (the “Company”), and OMH (ML), L.P. and V-OMH (ML) II, L.P. (each, a “Selling Stockholder” and together, the “Selling Stockholders”), confirm their respective agreements with you 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 Selling Stockholders 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 Stockholders to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the 1,200,000 additional sh
TRITON INTERNATIONAL LIMITED (a Bermuda exempted company) 10,706,982 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2020 • Triton International LTD • Services-equipment rental & leasing, nec • New York
CLARIVATE PLC (A public limited company incorporated under the laws of Jersey, Channel Islands) [] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 1st, 2020 • CLARIVATE PLC • Services-computer processing & data preparation • New York
EX-1.1 2 d722557dex11.htm EX-1.1 Execution Version TRITON INTERNATIONAL LIMITED (a Bermuda exempted company) 7,132,790 Common Shares UNDERWRITING AGREEMENT Dated: March 14, 2019 TRITON INTERNATIONAL LIMITED (a Bermuda exempted company) 7,132,790...Underwriting Agreement • May 5th, 2020 • New York
GROCERY OUTLET HOLDING CORP. (A Delaware corporation) [·] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 20th, 2020 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
CLARIVATE ANALYTICS PLC (A public limited company incorporated under the laws of Jersey, Channel Islands) [●] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 2nd, 2019 • Clarivate Analytics PLC • Services-computer processing & data preparation • New York
YETI HOLDINGS, INC. (a Delaware corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 4th, 2019 • YETI Holdings, Inc. • Sporting & athletic goods, nec • New York
YETI HOLDINGS, INC. (a Delaware corporation) 9,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 6th, 2019 • YETI Holdings, Inc. • Sporting & athletic goods, nec • New York
CANNTRUST HOLDINGS INC. (an Ontario corporation) 36,363,636 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2019 • CannTrust Holdings Inc. • Medicinal chemicals & botanical products • New York
The undersigned, a shareholder [and an officer and/or director] of CannTrust Holdings, Inc., a corporation existing under the laws of the Province of Ontario (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) Citigroup Global Markets Inc. (“Citi”) and Credit Suisse Securities (USA) LLC (“Credit Suisse” and, together with Citi and Merrill Lynch, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the other underwriters named therein, the Company and the Selling Shareholders providing for the public offering of common shares in the capital of the Company (the “Common Shares”). In recognition of the benefit that such an offering will confer upon the undersigned as a shareholder [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
TRITON INTERNATIONAL LIMITED (a Bermuda exempted company) 7,132,790 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2019 • Triton International LTD • Services-equipment rental & leasing, nec • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2018 • YETI Holdings, Inc. • Sporting & athletic goods, nec • New York
FLOOR & DECOR HOLDINGS, INC. (a Delaware corporation) 10,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2018 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • New York
NV5 GLOBAL, INC. (A Delaware corporation) 1,270,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2018 • NV5 Global, Inc. • Services-miscellaneous business services • New York
Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) Merrill Lynch and Roth receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) 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 (the “Exchange Act”), as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
WARRIOR MET COAL, INC. (a Delaware corporation) 2,204,806 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2018 • Warrior Met Coal, Inc. • Bituminous coal & lignite mining • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • June 4th, 2018 • Us Xpress Enterprises Inc • Trucking (no local) • New York
JELD-WEN HOLDING, INC. (A Delaware corporation) [ 🌑 ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2017 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • New York
The Selling Shareholders listed in Schedule B hereto as Appointing Shareholders (the “Appointing Shareholders”) and the Selling Shareholders listed in Schedule B hereto as Onex Shareholders (the “Onex Shareholders” and, together with the Appointing Shareholders, the “Selling Shareholders”), each a shareholder of JELD-WEN Holding, Inc., a Delaware corporation (the “Company”) confirm their respective agreements with [ 🌑 ] (“[ 🌑 ]”), [ 🌑 ] (“[ 🌑 ]”) 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 11 hereof), for whom [ 🌑 ] and [ 🌑 ] are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of [ 🌑 ] shares (the “Initial Securities”) of the Company’s Common St
] Shares of Common Stock STERLING BANCORP, INC. Common Stock, no par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2017 • Sterling Bancorp, Inc. • Savings institution, federally chartered • New York
Sterling Bancorp, Inc., a Michigan corporation (the “Company”), Sterling Bank & Trust, F.S.B., a federal savings association (the “Bank”), and the persons listed in Schedule B hereto (such persons collectively, the “Selling Shareholders”), confirm their respective agreements with Sandler O’Neill & Partners, L.P. (the “Underwriter”) with respect to (i) the sale by the Company and the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriter of an aggregate of [·] shares of Common Stock, no par value per share, of the Company (“Common Stock”), in the respective amounts set forth in Schedule A and Schedule B hereto and (ii) the grant by the Company and the Selling Shareholders to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of [·] additional shares(1) of Common Stock in the respective amounts set forth in Schedule B hereto. The aforesaid [·] shares of Common Stock (the “Initial Securities”) to be purchased by
LOMA NEGRA COMPAÑÍA INDUSTRIAL ARGENTINA S.A. (a corporation (sociedad anónima) organized under the laws of the Republic of Argentina) 50,200,000 American Depositary Receipts Representing 251,000,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2017 • Loma Negra Compania Industrial Argentina Sociedad Anonima • Cement, hydraulic • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2017 • Air Transport Services Group, Inc. • Air courier services • New York
The undersigned, a stockholder, an officer and/or director of Air Transport Services Group, 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 and Red Mountain Partners, L.P. (the “Selling Shareholder”) providing for the public offering of shares of the Company’s common stock, par value $.01 per share (the “Common Stock”). 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 Merrill Lynch that, during the period beginning on the date hereof and ending on the date that is [60]1 days from the date of the Underwriting Agreement (subject to extensions as discussed below) (the “Lock-Up
JELD-WEN HOLDING, INC. (A Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2017 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • New York
The Selling Shareholders listed in Schedule B hereto as Appointing Shareholders (the “Appointing Shareholders”) and the Selling Shareholders listed in Schedule B hereto as Onex Shareholders (the “Onex Shareholders” and, together with the Appointing Shareholders, the “Selling Shareholders”), each a shareholder of JELD-WEN Holding, Inc., a Delaware corporation (the “Company”) confirm their respective agreements with [●], [●] 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 11 hereof), for whom [●] and [●] are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of [●] shares (the “Initial Securities”) of the Company’s Common Stock, par value $0.01 per share
BOJANGLES’, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 2nd, 2016 • Bojangles', Inc. • Retail-eating places • New York
VWR CORPORATION (Delaware corporation) 8,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2016 • VWR Corp • Wholesale-professional & commercial equipment & supplies • New York
Varietal Distribution Holdings, LLC (the “Selling Shareholder”) as shareholder of VWR Corporation, a Delaware corporation (the “Company”) confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”) with respect to (i) the sale by the Selling Shareholder and the purchase by the Underwriter of an aggregate of 8,000,000 shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) and (ii) the grant by the Selling Shareholder to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of the 1,200,000 additional shares of Common Stock. The aforesaid 8,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter and all or any of the 1,200,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are herein called, collectively, (the “Securities”).
HOULIHAN LOKEY, INC. (a Delaware corporation) l Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2015 • Houlihan Lokey, Inc. • Investment advice • New York
Goldman, Sachs & Co., as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement
NORANDA ALUMINUM HOLDING CORPORATION (a Delaware corporation) 22,840,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2015 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
BOJANGLES’, INC. (a Delaware corporation) [ ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2015 • Bojangles', Inc. • Retail-eating places • New York
BLOOMIN’ BRANDS, INC. (a Delaware corporation) 18,307,782 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 2015 • Bloomin' Brands, Inc. • Retail-eating places • New York
ATD CORPORATION (a Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 9th, 2015 • ATD Corp • Wholesale-motor vehicle supplies & new parts • New York
Hanson Building Products Limited (a Jersey public limited company) [·] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2014 • Hanson Building Products LTD • Concrete products, except block & brick • New York
Hanson Building Products Limited, a Jersey public limited company (the “Company”), HeidelbergCement BP Limited, a private company registered in England and Wales (the “Selling Shareholder”) and HeidelbergCement AG, a German Aktiengesellschaft (the “Parent”), the parent company of the Company and the Selling Shareholder, confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) 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 12 hereof), for whom Merrill Lynch, BNP Paribas Securities Corp. and Deutsche Bank Securities Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Shareholder of [·] ordinary shares (the “Initial Securities”), nominal value $0.01 per share, of the Company (“Ordinary Shares”) and the purchase by the Underwrit
PINNACLE FOODS INC. (a Delaware corporation) 20,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2014 • Pinnacle Foods Inc. • Food and kindred products • New York