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Contract analysis / rule-462b-registration-statement-draft.docx
rule-462b-registration-statement-draft.docx
1033-00002 · 6 clauses
High · 0 Medium · 0 Standard · 5
1. Current Shelf Capacity Assessment Standard
⚑ Commercial term
1. Current Shelf Capacity Assessment Based on the current pricing assumptions and the remaining shelf capacity under Registration Statement No. 333-278401 on Form S-3, we have confirmed the following: • Anticipated public offering price: $27.45 per share. • Remaining shelf capacity prior to the base Offering: $550,000,000 (total shelf capacity of $750,000,000, less $200,000,000 consumed by the September 2024 Senior N
2. Timing and Update Instructions Standard
⚑ Commercial term
2. Timing and Update Instructions This draft should be maintained in the transaction file and updated with final pricing terms on October 28, 2025 (the expected pricing date) for a final determination on whether filing of this Rule 462(b) registration statement is necessary. A final shelf capacity analysis should be run promptly after the public offering price is set by the Pricing Committee and communicated to the u
3. Contingency Scenarios Requiring Re-Analysis Standard
⚑ Commercial term
3. Contingency Scenarios Requiring Re-Analysis If any of the following events occur, the shelf capacity analysis should be rerun and the filing determination revisited: • Price Increase: If the final public offering price per share increases significantly above $27.45. The breakeven price at which total Offering proceeds (including full greenshoe exercise at 7,540,983 shares) would exhaust the remaining $550,000,000
4. Underwriting Syndicate Notification
4. Underwriting Syndicate Notification If filing of this Rule 462(b) registration statement becomes necessary, the following parties should be promptly notified and coordination initiated: • Pinnacle Zanthor & Co. — Lead Bookrunning Manager • Hargrove Williams Securities LLC — Joint Bookrunning Manager • Clearwater Capital Markets Inc. — Co-Manager • Whitmore & Pratt LLP (Underwriters' Counsel) — Thomas Beaumont and
5. Filing Logistics Standard
⚑ Commercial term
5. Filing Logistics If filing is required, it will be made immediately prior to or concurrent with pricing of the Offering. Pursuant to Rule 462(b) under the Securities Act, this registration statement will become effective automatically upon filing with the Commission. No separate order declaring effectiveness will be required. The registration fee, if any, will be calculated based on the then-applicable SEC fee rat
6. Contact Information Standard
⚑ Commercial term
6. Contact Information For questions regarding this memorandum or the Rule 462(b) precautionary filing, please contact: Vivienne St. Claire, Partner Calderwood & Harkness LLP Telephone: (212) 555-1200 Email: vstclaire@calderwoodharkness.com Brendan Walsh, Counsel Calderwood & Harkness LLP Telephone: (212) 555-1247 Email: bwalsh@calderwoodharkness.com — End of Document — State of Incorporation: | Delaware IRS Employer