DENTSPLY SIRONA INC. US$550,000,000 8.375% Junior Subordinated Notes due 2055 UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2025 • DENTSPLY SIRONA Inc. • Dental equipment & supplies • New York
* It is expected that delivery of the Notes will be made against payment therefor on or about June 12, 2025, which is the fifth business day following the date hereof (such settlement cycle being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the business day before the delivery of the notes under the prospectus supplement will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Notes who wish to trade the Notes should consult their own advisors.
AUTODESK, INC. 5.300% NOTES DUE 2035 UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2025 • Autodesk, Inc. • Services-prepackaged software • New York
NETAPP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2025 • NetApp, Inc. • Computer storage devices • New York
NetApp, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the principal amount of its debt securities identified in Schedule I hereto (the “Securities”) under the terms and subject to the terms and conditions set forth in this agreement (the “Agreement”), to be issued under the indenture (the “Base Indenture”) and fifth supplemental indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) specified in Schedule I hereto between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms.
MARATHON PETROLEUM CORPORATION $1,100,000,000 5.150% SENIOR NOTES DUE 2030 $900,000,000 5.700% SENIOR NOTES DUE 2035 UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2025 • Marathon Petroleum Corp • Petroleum refining • New York
W.W. GRAINGER, INC. 4.450% SENIOR NOTES DUE 2034 UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2024 • W.W. Grainger, Inc. • Wholesale-durable goods • New York
Joint Book-Running Managers: BofA Securities, Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC RBC Capital Markets, LLC U.S. Bancorp Investments, Inc.
NOTICE REGARDING UNDERWRITING AGREEMENTUnderwriting Agreement • May 23rd, 2024 • Citizens Financial Group Inc/Ri • State commercial banks • New York
The attached Underwriting Agreement is a contractual document that establishes and governs the legal relations among the parties with respect to the transactions described therein. The Underwriting Agreement is not intended to be a source for investors of factual, business, or operational information about the Company. The representations and warranties, covenants and agreements contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement, were solely for the benefit of the parties to the Underwriting Agreement, and in some cases are subject to limitations agreed among those parties. Accordingly, investors and security holders should not rely on representations or warranties, covenants and agreements as characterizations of the actual state of facts or condition of the Company.
CROWN CASTLE INC. $1,000,000,000 5.000% SENIOR NOTES DUE 2028 UNDERWRITING AGREEMENT January 9, 2023Underwriting Agreement • January 10th, 2023 • Crown Castle Inc. • Real estate investment trusts • New York
Crown Castle Inc., a Delaware corporation (f/k/a Crown Castle International Corp.) (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $1,000,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2028 (the “Securities”). The Securities will be issued pursuant to an indenture, dated as of February 11, 2019 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Eighth Supplemental Indenture, to be dated as of January 11, 2023 (the “Eighth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
AUTODESK, INC. 2.400% NOTES DUE 2031 UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2021 • Autodesk, Inc. • Services-prepackaged software • New York
KOHL’S CORPORATION $500,000,000 3.375% Notes due 2031 UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2021 • KOHLS Corp • Retail-department stores • New York
the prospectus if you request it by calling BofA Securities, In. toll-free 1-800-294-1322 or dg.prospectus_requests@bofa.com, J.P. Morgan Securities LLC, collect at (212) 834-4533, or Morgan Stanley & Co. LLC, toll-free at 1-866-718-1649 or prospectus@morganstanley.com.
JUNIPER NETWORKS, INC. UNDERWRITING AGREEMENT December 3, 2020Underwriting Agreement • December 4th, 2020 • Juniper Networks Inc • Computer communications equipment • New York
Juniper Networks, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the principal amount of its debt securities identified in Schedule I hereto (the “Securities”), to be issued under the indenture dated as of March 3, 2011 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), together with a seventh supplemental indenture to be entered into between the Company and the Trustee as of the Closing Date (as defined herein) with respect to the Securities (the “Seventh Supplemental Indenture” and, collectively with the Base Indenture, the “Indenture”). If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms.
TRUSTMARK CORPORATION 3.625% FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2030 UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2020 • Trustmark Corp • National commercial banks • New York
ASSURANT, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2020 • Assurant, Inc. • Insurance carriers, nec • New York
Assurant, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the aggregate principal amount of its debt securities identified in Schedule I hereto (the “Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”) between the Company and the trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms.
400,000 Shares of $25.00 per Share, Liquidation Preference $1,000 per Share CITIZENS FINANCIAL GROUP, INC. UNDERWRITING AGREEMENT May 28, 2020Underwriting Agreement • June 4th, 2020 • Citizens Financial Group Inc/Ri • State commercial banks • New York
Citizens Financial Group, Inc. (the “Company”), proposes to issue and sell to the underwriters identified on Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Citizens Capital Markets, Inc. are acting as representatives (the “Representatives”), 400,000 shares of its 5.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F, par value of $25.00, liquidation preference $1,000 per share (the “Securities”).
SCORPIO TANKERS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2020 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
HANCOCK WHITNEY CORPORATION 6.25% SUBORDINATED NOTES DUE 2060 UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2020 • Hancock Whitney Corp • State commercial banks • New York
DENTSPLY SIRONA INC. US$750,000,000 3.250% Senior Notes due 2030 UNDERWRITING AGREEMENTUnderwriting Agreement • May 26th, 2020 • DENTSPLY SIRONA Inc. • Dental equipment & supplies • New York
DENTSPLY SIRONA Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the principal amount of each series of its debt securities identified in Schedule I hereto (collectively, the “Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms.
KOHL’S CORPORATION $600,000,000 9.500% Notes due 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • April 29th, 2020 • KOHLS Corp • Retail-department stores • New York
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via Bloomberg or another email system.
2,500,000,000 MARATHON PETROLEUM CORPORATION $1,250,000,000 4.500% SENIOR NOTES DUE 2023 $1,250,000,000 4.700% SENIOR NOTES DUE 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2020 • Marathon Petroleum Corp • Petroleum refining • New York
CITIZENS FINANCIAL GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2020 • Citizens Financial Group Inc/Ri • State commercial banks • New York
Citizens Financial Group, Inc. (the “Company”), proposes to issue and sell to Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Citizens Capital Markets, Inc. (the “Underwriters” or “Representatives”), an aggregate of $300,000,000 principal amount of its 2.500% Senior Notes due 2030 (the “Securities”), to be issued under an indenture (the “Base Indenture”), dated as of October 28, 2015, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by a fourth supplemental indenture thereto to be dated as of February 6, 2020 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or pl
AUTODESK, INC. 2.850% NOTES DUE 2030 UNDERWRITING AGREEMENTUnderwriting Agreement • January 9th, 2020 • Autodesk, Inc. • Services-prepackaged software • New York
JUNIPER NETWORKS, INC. 3.750% Senior Notes due 2029 UNDERWRITING AGREEMENT August 19, 2019Underwriting Agreement • August 20th, 2019 • Juniper Networks Inc • Computer communications equipment • New York
ASSURANT, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 16th, 2019 • Assurant Inc • Accident & health insurance • New York
Assurant, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the principal amount of its debt securities identified in Schedule I hereto (the “Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”) between the Company and the trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms.
12,000,000 Depositary Shares Each Representing a 1/40th Interest in a Share of Series D, Par Value $25.00 per Share of Preferred Stock, Liquidation Preference $1,000 per Share of Preferred Stock (Equivalent to $25 per Depositary Share) CITIZENS...Underwriting Agreement • January 29th, 2019 • Citizens Financial Group Inc/Ri • State commercial banks • New York
Citizens Financial Group, Inc. (the “Company”), proposes to issue and sell to the underwriters identified on Schedule I hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, Wells Fargo Securities, LLC and Citizens Capital Markets, Inc., are acting as representatives (the “Representatives”), 12,000,000 depositary shares, each representing a 1/40th interest in a share of 6.350% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D (the “Preferred Shares”) of the Company (such number of depositary shares, the “Securities”).
UNITED COMMUNITY BANKS, INC. SUBORDINATED DEBENTURES DUE 2028 UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2018 • United Community Banks Inc • State commercial banks • New York
NETAPP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2017 • NetApp, Inc. • Computer storage devices • New York
NetApp, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the principal amount of its debt securities identified in Schedule I hereto (the “Securities”) under the terms and subject to the conditions set forth in this agreement (the “Agreement”), to be issued under the indenture (the “Base Indenture”) and third supplemental indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) specified in Schedule I hereto between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms.
AUTODESK, INC. 3.500% NOTES DUE 2027 UNDERWRITING AGREEMENTUnderwriting Agreement • June 8th, 2017 • Autodesk Inc • Services-prepackaged software • New York
INTERNATIONAL FLAVORS & FRAGRANCES INC. $500,000,000 4.375% Senior Notes due 2047 UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2017 • International Flavors & Fragrances Inc • Industrial organic chemicals • New York
International Flavors & Fragrances Inc., a New York corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the aggregate principal amount of its debt securities identified in Schedule I hereto (the “Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms.
GLOBAL INDEMNITY LIMITED 7.875% SUBORDINATED NOTES DUE 2047 UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2017 • Global Indemnity LTD • Fire, marine & casualty insurance • New York
CROWN CASTLE INTERNATIONAL CORP. $500,000,000 4.000% SENIOR NOTES DUE 2027 UNDERWRITING AGREEMENT January 30, 2017Underwriting Agreement • February 2nd, 2017 • Crown Castle International Corp • Real estate investment trusts • New York
Crown Castle International Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 aggregate principal amount of the Company’s 4.000% Senior Notes due 2027 (the “Securities”). The Securities will be issued pursuant to an indenture, dated as of April 15, 2014 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of December 15, 2014 (the “Second Supplemental Indenture”), between the Company and the Trustee, and a Seventh Supplemental Indenture, to be dated as of February 2, 2017 (the “Seventh Supplemental Indenture” and, together with the Base Indenture and the Second Supplemental Indenture, the “Indenture”), between the Company and the Trustee.
Underwriting AgreementUnderwriting Agreement • September 12th, 2016 • Customers Bancorp, Inc. • State commercial banks • New York
CITIZENS FINANCIAL GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2016 • Citizens Financial Group Inc/Ri • State commercial banks • New York
Citizens Financial Group, Inc. (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Citizens Capital Markets, Inc. and J.P. Morgan Securities LLC (the “Underwriters” or “Representatives”), an aggregate of $350,000,000 principal amount of its 2.375% Senior Notes due 2021 (the “Securities”), to be issued under an indenture (the “Base Indenture”), dated as of October 28, 2015, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by a first supplemental indenture thereto to be dated as of July 28, 2016 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. 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 terms Representatives and Underwriters shall mean
Underwriting AgreementUnderwriting Agreement • April 22nd, 2016 • Customers Bancorp, Inc. • State commercial banks • New York
Customers Bancorp, Inc., a Pennsylvania corporation (the "Company"), proposes, subject to the terms and conditions of this underwriting agreement (this "Agreement"), to issue and sell to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you, UBS Securities LLC and Morgan Stanley & Co. LLC, are acting as representatives (the "Representatives"), an aggregate of 2,000,000 shares (the "Firm Securities") and, at the election of the Underwriters, up to 300,000 additional shares (the "Optional Securities") of the Company's Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the "Securities"). The terms of the Securities will be set forth in the Statement with Respect to Shares to be filed by the Company with the Department of State of the Commonwealth of Pennsylvania.
AmTrust Financial Services, Inc. 5,000,000 Depositary Shares Each Representing 1/40th Interest in a Share of 7.75% Non-Cumulative Preferred Stock, Series E UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2016 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • New York
This material is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of these securities. The issuer has filed a registration statement, including a prospectus, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley & Co. LLC at (866) 718-1649, UBS Securities LLC at (888) 827-7275 or Wells Fargo Securities, LLC at (800) 645-3751.
INTERNATIONAL FLAVORS & FRAGRANCES INC. €500,000,000 1.75% Senior Notes due 2024 UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2016 • International Flavors & Fragrances Inc • Industrial organic chemicals • New York
International Flavors & Fragrances Inc., a New York corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the aggregate principal amount of its debt securities identified in Schedule I hereto (the “Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms.
JUNIPER NETWORKS, INC. 3.125% Senior Notes due 2019 4.500% Senior Notes due 2024 UNDERWRITING AGREEMENT February 23, 2016Underwriting Agreement • February 29th, 2016 • Juniper Networks Inc • Computer communications equipment • New York