SEC EDGAR · 8-K
8-K – 2025-08-25 – 0001104659-25-082524-xbrl.zip
114002 tecken · 1 HTML-del(ar)
Automatiskt nyckeltalsindex
Detta är sökträffar och textkontext, inte verifierade eller normaliserade redovisningsvärden.
Omsättning
- confirmation of sales of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3
- to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is
Eget kapital
- and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of
Antal aktier
- Entity Common Stock, Shares Outstanding
Antal anställda
- operations, assets, or employees located in, any Sanctioned Country.
- Parent Guarantor or any of their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed
Fulltext
00000001 - Document - Cover
link:presentationLink
link:calculationLink
link:definitionLink
Cover [Abstract]
Document Type
Amendment Flag
Amendment Description
Document Registration Statement
Document Annual Report
Document Quarterly Report
Document Transition Report
Document Shell Company Report
Document Shell Company Event Date
Document Period Start Date
Document Period End Date
Document Fiscal Period Focus
Document Fiscal Year Focus
Current Fiscal Year End Date
Entity File Number
Entity Registrant Name
Entity Central Index Key
Entity Primary SIC Number
Entity Tax Identification Number
Entity Incorporation, State or Country Code
Entity Address, Address Line One
Entity Address, Address Line Two
Entity Address, Address Line Three
Entity Address, City or Town
Entity Address, State or Province
Entity Address, Country
Entity Address, Postal Zip Code
Country Region
City Area Code
Local Phone Number
Extension
Written Communications
Soliciting Material
Pre-commencement Tender Offer
Pre-commencement Issuer Tender Offer
Title of 12(b) Security
No Trading Symbol Flag
Trading Symbol
Security Exchange Name
Title of 12(g) Security
Security Reporting Obligation
Annual Information Form
Audited Annual Financial Statements
Entity Well-known Seasoned Issuer
Entity Voluntary Filers
Entity Current Reporting Status
Entity Interactive Data Current
Entity Filer Category
Entity Small Business
Entity Emerging Growth Company
Elected Not To Use the Extended Transition Period
Document Accounting Standard
Other Reporting Standard Item Number
Entity Shell Company
Entity Public Float
Entity Bankruptcy Proceedings, Reporting Current
Entity Common Stock, Shares Outstanding
Documents Incorporated by Reference [Text Block]
false
0000012659
0000012659
2025-08-19
2025-08-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported):
August 19, 2025
H&R BLOCK, INC.
(Exact name of registrant as specified in charter)
Missouri
001-06089
44-0607856
(State or other jurisdiction of
(Commission File Number)
(I.R.S. Employer
incorporation or organization)
Identification No.)
One H&R Block Way , Kansas City , Missouri 64105
(Address of Principal Executive Offices) (Zip Code)
( 816 ) 854-3000
(Registrant's telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, without par value
HRB
New York Stock Exchange
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On August 19, 2025, H&R Block, Inc.
(the "Company") and Block Financial LLC ("Block Financial") entered into an Underwriting Agreement (the "Underwriting
Agreement") with J.P. Morgan Securities LLC, PNC Capital Markets LLC, and U.S. Bancorp Investments, Inc., as representatives
of the several underwriters named therein (the "Underwriters"), providing for the issuance and sale by Block Financial of $350.0
million principal amount of its 5.375% Notes due 2032 (the "Notes"), which will be fully and unconditionally guaranteed by the
Company. The closing of the sale of the Notes is expected to occur on August 26, 2025. The offering of the Notes was registered under
the Securities Act of 1933 (the "Securities Act"), as amended, pursuant to a shelf registration statement on Form S-3ASR
(File No. 333-281584), which became effective upon filing, as supplemented by the prospectus supplement dated August 19, 2025,
previously filed with the Securities Exchange Commission under the Securities Act.
The Underwriting Agreement contains customary
representations, warranties and covenants of the Company and Block Financial, conditions to closing, indemnification obligations of the
Company, Block Financial and the Underwriters, and termination and other customary provisions.
The foregoing description of the Underwriting
Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Underwriting Agreement,
which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
1.1
Underwriting Agreement, dated August 19, 2025, by and among H&R Block, Inc. and Block Financial LLC and J.P. Morgan Securities LLC, PNC Capital Markets LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
H&R BLOCK, INC.
Date:
August 25, 2025
By:
/s/ Katharine
M. Haynes
Katharine M. Haynes
Vice President and Corporate Secretary
Exhibit 1.1
BLOCK FINANCIAL LLC
(a Delaware limited liability company)
$350,000,000
5.375% Notes due 2032
UNDERWRITING AGREEMENT
Dated: August 19, 2025
BLOCK FINANCIAL LLC
(a Delaware limited liability company)
UNDERWRITING AGREEMENT
August 19, 2025
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
PNC Capital Markets LLC
300 Fifth Ave, 10th Floor
Pittsburgh, PA 15222
U.S. Bancorp Investments, Inc.
214 N. Tryon St., 26th Floor
Charlotte, NC 28202
As Representatives of the several
Underwriters listed in Schedule A hereto
Ladies and Gentlemen:
Block Financial LLC, a Delaware
limited liability company (the “Company”), confirms its agreement with the several 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 (the “Representatives”), with respect to the issue and sale by the Company
and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A
of $350,000,000 aggregate principal amount of the Company’s Notes due 2032 (the “Securities”). The Securities are to
be issued pursuant to an indenture (the “Indenture”) dated October 20, 1997, among H&R Block, Inc., a Missouri
corporation (the “Parent Guarantor”), the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust
Company), as trustee (the “First Trustee”), as supplemented by the Second Supplemental Indenture, dated September 30,
2015, among the Company, the Parent Guarantor, the First Trustee and U.S. Bank Trust Company, National Association, as separate trustee
(the “Separate Trustee”), the Third Supplemental Indenture, dated August 7, 2020, among the Company, the Parent Guarantor,
the First Trustee and the Separate Trustee, and the Fourth Supplemental Indenture, dated June 25, 2021, among the Company, the Parent
Guarantor, the First Trustee and the Separate Trustee (as may be further supplemented, amended or modified). The term “Indenture,”
as used herein, includes the Officer’s Certificate (as defined in the Indenture) establishing the form and terms of the Securities
pursuant to Sections 2.01 and 2.03 of the Indenture. The Securities will be fully and unconditionally guaranteed by the Parent Guarantor
pursuant to guarantees (the “Guarantee”) endorsed on the securities under the terms of the Indenture.
The Company and the Parent
Guarantor understand that the Underwriters propose to make a public offering of the Securities as soon as the Underwriters deem advisable
after this Agreement has been executed and delivered.
The Company and the Parent
Guarantor have filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3
(No. 333-281584), including the related preliminary prospectus or prospectuses, which registration statement has been declared effective
by the Commission pursuant to the rules and regulations (the “1933 Act Regulations”) under the Securities Act of 1933,
as amended (the “1933 Act”). Such registration statement covers the registration of the Securities under the 1933 Act. Promptly
after execution and delivery of this Agreement, the Company and the Parent Guarantor will prepare and file a prospectus in accordance
with the provisions of Rule 430B (“Rule 430B”) of the 1933 Act Regulations and paragraph (b) of Rule 424
(“Rule 424(b)”) of the 1933 Act Regulations. Any information included in such prospectus that was omitted from such
registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant
to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of
the Securities that omitted Rule 430B Information is herein called a “preliminary prospectus.” Such registration statement,
at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed
to be a part thereof or included therein by 1933 Act Regulations, is herein called the “Registration Statement.” The Registration
Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus
in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the 1933 Act) in connection with
confirmation of sales of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act at the time of the execution of this Agreement and any prospectuses that form a part thereof is herein called the
“Prospectus.”
All references in this Agreement
to financial statements and schedules and other information which is “contained,” “included” or “stated”
in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean
and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed
by 1933 Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the
case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus
or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended
(the “1934 Act”), which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included
in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.
SECTION 1. Representations
and Warranties .
(a) Representations
and Warranties by the Company and the Parent Guarantor . The Company and the Parent Guarantor jointly and severally represent and warrant
to each Underwriter as of the date hereof, the Applicable Time referred to in Section 1(a)(i) hereof and as of the Closing Time
referred to in Section 2(b) hereof, and agree with each Underwriter, as follows:
(i) Form S-3 .
(A) At the time of the filing of the Original Registration Statement, (B) at the time the most recent amendment thereto for
the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated
report filed pursuant to Section 13 and 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company and the
Parent Guarantor or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933
Act Regulation) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulation and
(D) at the date hereof, the Company and the Parent Guarantor meet the requirements for use of Form S-3 under the 1933 Act. Each
of the Company and the Parent Guarantor was and is, as of the times specified in Clauses B, C and D of the preceding sentence, a “well-known
seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”), including not having been
and not being an “ineligible issuer” as defined in Rule 405.
2
(ii) Registration
Statement, Prospectus and Disclosure at Time of Sale . The Original Registration Statement, and any post-effective amendment thereto,
has been declared effective by the Commission. No notice of objection of the Commission to the use of the Original Registration Statement
or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company, no stop
order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose
or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the knowledge of the Company and the Parent
Guarantor, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied
with.
At the respective
times the Original Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to the
Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations and at the Closing Time, the Registration Statement complied
and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act
of 1939 (the “Trust Indenture Act”) and the rules and regulations of the Commission under the Trust Indenture Act (the
“TIA Regulations”), and did not and will not contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading.
Neither the Prospectus
nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing
Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Each preliminary
prospectus (including the prospectus or prospectuses filed as part of the Original Registration Statement or any amendment thereto) complied
when so filed in all material respects with the 1933 Act Regulations, and each preliminary prospectus and the Prospectus delivered to
the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the
Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”), except to
the extent permitted by Regulation S-T.
As of the Applicable
Time, neither (x) the Issuer General Use Free Writing Prospectus (as defined below) issued at or prior to the Applicable Time (as
defined below) and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”),
nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package,
included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading.
As of the time of
the filing of the Final Term Sheet, the General Disclosure Package, when considered together with the Final Term Sheet (as defined in
Section 3(b)), will not include any untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading.
As used in this
subsection and elsewhere in this Agreement:
“Applicable
Time” means 3:30 p.m. (Eastern time) on August 19, 2025 or such other time as agreed by the Company and the Representatives.
3
“Issuer Free
Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations
(“Rule 433”), relating to the Securities that (i) is required to be filed with the Commission by the Company or
the Parent Guarantor, (ii) is a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i),
whether or not required to be filed with the Commission or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because
it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or
required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s or the Parent Guarantor’s
records pursuant to Rule 433(g).
“Issuer General
Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors,
as evidenced by its being specified in Schedule C hereto.
“Issuer Limited
Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
“Statutory
Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately
prior to that time, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part
thereof.
Each Issuer Free
Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities
or until any earlier date that the issuer notified or notifies the Representatives as described in Section 3(d), did not, does not
and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement
or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part
thereof that has not been superseded or modified.
The representations
and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any
Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter
through the Representatives expressly for use therein.
(iii) Incorporated
Documents . The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus and
the General Disclosure Package, at the time they were or hereafter are filed with the Commission, complied and will comply in all material
respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”)
and, when read together with the other information in the Prospectus, (a) at the time the Original Registration Statement became
effective, (b) at the earlier of time the Prospectus was first used and the date and time of the first contract of sale of Securities
in this offering and (c) at the Closing Time, did not and will not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading.
(iv) Independent
Accountants . Deloitte & Touche LLP, who has certified the financial statements incorporate by reference in the Registration
Statement, is an independent registered public accounting firm with respect to the Company and the Parent Guarantor as required by the
1933 Act and the 1933 Act Regulations.
4
(v) Financial
Statements . The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package
and the Prospectus, together with the related schedules and notes, comply in all material respects with the applicable requirements of
the 1933 Act and the 1934 Act, as applicable, and present fairly in all material respects the financial position of the Parent Guarantor
and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of
the Parent Guarantor and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity
with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The
supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein.
The selected financial data included in the Prospectus present fairly in all material respects the information shown therein and have
been compiled on a basis consistent with that of the financial statements incorporated by reference into the Registration Statement. All
disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial
measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934
Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting
Language included or incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus
fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s
rules and guidelines applicable thereto.
(vi) No
Material Adverse Change in Business . Since the respective dates as of which information is given in the Registration Statement, the
General Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or
prospective material adverse change in the financial condition, the earnings or the business affairs of the Company, the Parent Guarantor
and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse
Effect”), (B) there have been no transactions entered into by the Company, the Parent Guarantor or any of their respective
subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company, the Parent Guarantor
and their subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid
or made by the Company or the Parent Guarantor on any class of their capital stock or other equity securities.
(vii) Good
Standing of the Company and the Parent Guarantor . The Company has been duly organized and is validly existing as a limited liability
company in good standing under the laws of the state of Delaware, the Parent Guarantor has been duly organized and is validly existing
as a corporation in good standing under the laws of the state of Missouri and each of them has the limited liability company or corporate
power and authority, as applicable, to own, lease and operate its properties and to conduct its business as described in the General Disclosure
Package and the Prospectus and to enter into and perform its obligations under this Agreement.
(viii) Good
Standing of Subsidiaries . Each “significant subsidiary” of the Company and the Parent Guarantor (as such term is defined
in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly
organized and is validly existing as a limited liability company, private limited company, corporation or other organizational form, as
applicable, in good standing under the laws of the jurisdiction of its organization (to the extent such concept exists under the laws
of the jurisdiction of its organization), has limited liability company, private limited company, corporate or similar power and authority,
as applicable, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and
the Prospectus; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities of each
such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (to the extent such concept exists under
the laws of the jurisdiction of its organization) and is owned by the Parent Guarantor, directly or through subsidiaries, free and clear
of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity securities of any Subsidiary
was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Parent
Guarantor and the Company are the subsidiaries listed on Schedule B hereto.
5
(ix) Authorization
of Agreement . This Agreement has been duly authorized, executed and delivered by the Company and the Parent Guarantor.
(x) Authorization
of the Indenture . The Indenture has been duly authorized by the Company and the Parent Guarantor and duly qualified under the Trust
Indenture Act, has been validly executed and delivered by the Company, and constitutes a valid and binding agreement of the Company and
the Parent Guarantor, enforceable against the Company and the Parent Guarantor in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to
general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
(xi) Authorization
of the Securities . (A) The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the
Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the
purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’
rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered
in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture; (B) The
Guarantees have been duly authorized and, at the Closing Time, will have been duly executed by the Parent Guarantor and, when authenticated,
issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided
in this Agreement, will constitute valid and binding obligations of the Parent Guarantor, enforceable against the Parent Guarantor in
accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation,
all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights
generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered
in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.
(xii) Description
of the Securities and the Indenture . The Securities and the Indenture will conform in all material respects to the respective statements
relating thereto contained in the General Disclosure Package and the Prospectus and will be in substantially the respective forms filed
or incorporated by reference, as the case may be, as exhibits to the Registration Statement.
(xiii) Absence
of Defaults and Conflicts . Neither the Company, the Parent Guarantor nor any of their subsidiaries is in violation of its operating
agreement, charter or by-laws, as applicable, or in default in the performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument
to which the Company, the Parent Guarantor or any of their subsidiaries is a party or by which they or any of them may be bound, or to
which any of the property or assets of the Company, the Parent Guarantor or any subsidiary is subject (collectively, “Agreements
and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance
of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration
Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described
in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Parent Guarantor with their respective
obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate or limited liability
company action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict
with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company, the Parent Guarantor or any subsidiary pursuant to, the Agreements
and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result
in a Material Adverse Effect), nor will such action result in any violation of the provisions of (i) the operating agreement, charter
or by-laws, as applicable, of the Company, the Parent Guarantor or any subsidiary or (ii) any applicable law, statute, rule, regulation,
judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over
the Company, the Parent Guarantor or any subsidiary or any of their assets, properties or operations, except, with respect to section
(ii) above, for such violations that would not result in a Material Adverse Effect. As used herein, a “Repayment Event”
means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on
such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the
Company, the Parent Guarantor or any subsidiary.
6
(xiv) Legal
Proceedings . Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there are no legal,
governmental or regulatory investigations, actions, suits or proceedings pending to which the Parent Guarantor or any of its subsidiaries
is or may be a party or to which any property of the Parent Guarantor or any of its subsidiaries is or may be the subject as to which
there is a reasonable possibility of an adverse determination and that if determined adversely to the Parent Guarantor or any of its subsidiaries,
would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; except as described in the Registration
Statement, the General Disclosure Package and the Prospectus, to the knowledge of the Company and the Parent Guarantor, no such investigations,
actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and
(i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the 1933
Act to be described in the Prospectus that are not so described and (ii) there are no contracts or other documents that are required
under the 1933 Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the General Disclosure
Package or the Prospectus that are not so filed or described, except for those documents relating to the issuance of a particular series
of Securities, which will be filed on Form 8-K in connection with the closing of the issuance of such Securities.
(xv) Absence
of Further Requirements . No filing with, or authorization, approval, consent, license, order, registration, qualification or decree
of, any court or governmental authority or agency is necessary or required for the performance by the Company or the Parent Guarantor
of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the
transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Company or the Parent
Guarantor, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities
laws and except for the qualification of the Indenture under the Trust Indenture Act.
(xvi) Licenses
and Permits . Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Parent Guarantor
and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and
filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership
or lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement, the
General Disclosure Package and the Prospectus, except where the failure to possess or make the same would not, individually or in the
aggregate, result in a Material Adverse Effect.
7
(xvii) Investment
Company Act . Neither the Company nor the Parent Guarantor is required, and upon the issuance and sale of the Securities as herein
contemplated and the application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus will
not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended.
(xviii) Accounting
Controls and Disclosure Controls . The Parent Guarantor maintains a system of internal accounting controls sufficient to provide reasonable
assurances that (1) transactions are executed in accordance with management’s general or specific authorization; (2) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets;
(3) access to assets is permitted only in accordance with management’s general or specific authorization; (4) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to
any differences and (5) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration
Statement, General Disclosure Package and the Prospectus is prepared in all material respects in accordance with the Commission’s
rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the General Disclosure Package and the
Prospectus, since the end of the Parent Guarantor’s most recent audited fiscal year there has been (I) no material weakness
in the Parent Guarantor’s internal control over financial reporting (whether or not remediated) and (II) no change in the Parent
Guarantor’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect,
the Parent Guarantor’s internal control over financial reporting.
The Parent Guarantor
and its consolidated subsidiaries employ “disclosure controls and procedures” that are designed to ensure that information
required to be disclosed by the Parent Guarantor in the reports that it files or submits under the 1934 Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to
the Parent Guarantor’s management, including its principal executive officer or officers and principal financial officer or officers,
as appropriate, to allow timely decisions regarding disclosure.
(xix) Compliance
with the Sarbanes-Oxley Act . The Parent Guarantor or any of the Parent Guarantor’s directors or officers, in their capacities
as such, are in compliance in all material respects with the applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and
regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and
Sections 302 and 906 related to certifications.
(xx) No
Unlawful Payments . Neither the Parent Guarantor, the Company nor any of their respective subsidiaries nor, to the knowledge of the
Company and the Parent Guarantor, any director, officer, agent or employee acting on behalf of the Parent Guarantor, the Company or any
of their respective subsidiaries has violated or is in violation of, in any material respect, any provision of the Foreign Corrupt Practices
Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials
in International Business Transactions, or committed a material offence under the Bribery Act 2010 of the United Kingdom, or any other
applicable anti-bribery or anti-corruption laws relating to (i) the use of corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expense relating to political activity; (ii) unlawful payments from corporate funds to any foreign or domestic
government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization,
or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate
for political office; or (iii) any unlawful bribe, including, without limitation, any rebate, payoff, influence payment, kickback
or other unlawful payment. The Parent Guarantor and its subsidiaries have instituted, and maintain, policies and procedures reasonably
designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
8
(xxi) Compliance
with Money Laundering Laws . The operations of the Parent Guarantor, the Company and their respective subsidiaries are and have been
conducted in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and
Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and
regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental
agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Parent Guarantor, the Company or any of their respective subsidiaries with respect
to the Money Laundering Laws is pending or, to the knowledge of the Company and the Parent Guarantor, threatened.
(xxii) Compliance
with Sanctions Laws . None of the Parent Guarantor, the Company, any of their respective subsidiaries or, to the knowledge of the Company
and the Parent Guarantor, any director, officer, agent or employee of the Parent Guarantor, the Company or any of their respective subsidiaries
is currently the subject of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of
Foreign Assets Control of the U.S. Department of the Treasury, U.S. Department of Commerce, or the U.S. Department of State and including,
without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations
Security Council, the European Union (or any of its Member States), His Majesty’s Treasury or other relevant sanctions authority
(collectively, “Sanctions”); and the Parent Guarantor will not, directly or knowingly indirectly, use the proceeds of the
offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner
or other person or entity (i) to fund any activities of or business with any person that, at the time of such funding or facilitation,
is the subject of Sanctions; (ii) to fund any activities of or business in any country or territory that is the subject of Sanctions,
including, without limitation, Cuba, Iran, North Korea, and the so-called Donetsk People’s Republic, so-called Luhansk People’s
Republic, and the non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine (each, a “Sanctioned Country”);
or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction,
whether as underwriter, advisor, investor or otherwise) of Sanctions. The operations of the Parent Guarantor, the Company, and their respective
subsidiaries are and have been since April 24, 2019, conducted in compliance with all applicable Sanctions, and none of the Parent
Guarantor, the Company, or any of their respective subsidiaries is engaged in any dealings or transactions with or in, nor do they have
operations, assets, or employees located in, any Sanctioned Country.
(xxiii) Cybersecurity;
Data Protection . Except as would not reasonably be expected to result in a Material Adverse Effect, the Parent Guarantor and its subsidiaries’
information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively,
“IT Systems”) are adequate for, and operate and perform as required in connection with, the operation of the business of the
Parent Guarantor and its subsidiaries as currently conducted, free and clear of all bugs, errors, defects, Trojan horses, time bombs,
malware and other corruptants. The Parent Guarantor and its subsidiaries have implemented and maintained commercially reasonable controls,
policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation,
redundancy and security of all material IT Systems and data (including all personal, personally identifiable, sensitive, confidential
or regulated data (“Personal Data”)) used in connection with their businesses. There have been no (i) breaches, violations,
outages or unauthorized uses of or accesses to same (excluding those that have been remedied without cost or liability or the duty to
notify any other person) or (ii) incidents under internal review or investigations relating to the same, except, in the case of clause
(i) or (ii), as would not reasonably be expected to result in a Material Adverse Effect. The Parent Guarantor and its subsidiaries
are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any
court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and
security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation
or modification.
9
(xxiv) Intellectual
Property . (i) The Parent Guarantor and its subsidiaries own or have the right to use all material patents, patent applications,
trademarks, service marks, trade names, domain names, social and mobile media identifiers and other source indicators, together with all
of the goodwill of the business symbolized thereby, copyrights and copyrightable works, know-how, trade secrets, methods, processes, systems,
procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary
rights, and any registrations, applications and issuances related to any of the foregoing (collectively, “Intellectual Property”)
used in the conduct of their respective businesses; (ii) the Parent Guarantor and its subsidiaries’ conduct of their respective
businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person in any manner that would reasonably
be expected to result in a Material Adverse Effect; (iii) the Parent Guarantor and its subsidiaries have not received any written
notice of any material claim relating to Intellectual Property; and (iv) to the knowledge of the Company and the Parent Guarantor,
the Intellectual Property of the Parent Guarantor and its subsidiaries is not being infringed, misappropriated or otherwise violated by
any person.
(b) Officer’s
Certificates . Any certificate signed by any officer of the Company, the Parent Guarantor or any of their respective subsidiaries
delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by the Company and the
Parent Guarantor to each Underwriter as to the matters covered thereby.
SECTION 2. Sale
and Delivery to Underwriters; Closing .
(a) Securities .
On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company
agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from
the Company the aggregate principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional
principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof,
at a price equal to 99.137% of the principal amount thereof plus accrued interest, if any, from August 26, 2025 to the date on which
the Closing Time (as defined below) occurs.
(b) Payment .
Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the offices of Simpson Thacher &
Bartlett LLP, or at such other place as shall be agreed upon by the Underwriters and the Company, at 9:00 A.M. (Eastern time)
on the fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other
time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date
of payment and delivery being herein called “Closing Time”).
Payment shall be made to the
Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the nominee of
The Depositary Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities to be purchased
by them. It is understood that each Underwriter has authorized the Underwriters, for its account, to accept delivery of, receipt for,
and make payment of the purchase price for, the Securities which it has agreed to purchase.
(c) Denominations;
Registration . Certificates for the Securities shall be in such denominations ($2,000 or integral multiples of $1,000 thereof) and
registered in such names as the Underwriters may request in writing at least one full business day before the Closing Time. The Securities,
which may be in temporary form, will be made available for examination and packaging by the Underwriters in The City of New York not later
than 10:00 A.M. (Eastern time) on the business day prior to the Closing Time.
10
SECTION 3. Covenants
of the Company and Parent Guarantor . The Company and, to the extent expressly referred to in the paragraphs below, the Parent Guarantor
jointly and severally covenant with each Underwriter as follows:
(a) Compliance
with Securities Regulations and Commission Requests; Payment of Filing Fees . The Company and the Parent Guarantor, subject to Section 3(b),
will comply with the requirements of Rule 430B and will notify the Underwriters promptly, and confirm the notice in writing, (i) when
any post-effective amendment to the Registration Statement or new registration statement relating to the Securities shall become effective,
or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the
Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or the filing of a new registration
statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be
a part thereof or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus,
or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening
of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration
Statement and (v) if the Company or the Parent Guarantor becomes the subject of a proceeding under Section 8A of the 1933 Act
in connection with the offering of the Securities. The Company and the Parent Guarantor will effect the filings required under Rule 424(b),
in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such
steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was
received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company and the Parent
Guarantor will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible moment. The Company and the Parent Guarantor have paid the registration fee for this offering
pursuant to Rule 456(b)(1) under the 1933 Act or will pay such fee within the time period required by such rule (without
giving effect to the proviso therein) and in any event prior to the Closing Time.
(b) Filing
of Amendments and Exchange Act Documents; Preparation of Final Term Sheet . The Company and the Parent Guarantor will give the Underwriters
notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities
or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Original Registration
Statement or amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or
otherwise, and the Company and the Parent Guarantor will furnish the Underwriters with copies of any such documents a reasonable amount
of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Underwriters
or counsel for the Underwriters shall reasonably object. The Company and the Parent Guarantor have given the Underwriters notice of any
filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company and the Parent
Guarantor will give the Underwriters notice of its intention to make any such filing from the Applicable Time to the Closing Time and
will furnish the Underwriters with copies of any such documents a reasonable amount of time prior to such proposed filing and will not
file or use any such document to which the Underwriters or counsel for the Underwriters shall reasonably object. The Company and the Parent
Guarantor will prepare a final term sheet, a copy of which is attached hereto as Schedule C (the “Final Term Sheet”), reflecting
the final terms of the Securities, in form and substance satisfactory to the Underwriters, and shall file such Final Term Sheet as an
“issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date
hereof; provided that the Company shall furnish the Underwriters with copies of any such Final Term Sheet a reasonable amount of time
prior to such proposed filing and will not use or file any such document to which the Underwriters or counsel to the Underwriters shall
object.
11
(c) Delivery
of Prospectuses . The Company and the Parent Guarantor have delivered to each Underwriter, without charge, as many copies of each preliminary
prospectus as such Underwriter reasonably requested, and the Company and the Parent Guarantor hereby consent to the use of such copies
for purposes permitted by the 1933 Act. The Company and the Parent Guarantor will furnish to each Underwriter, without charge, during
the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or
supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters
will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted
by Regulation S-T.
(d) Continued
Compliance with Securities Laws . The Company and the Parent Guarantor will comply with the 1933 Act and the 1933 Act Regulations,
the 1934 Act and the 1934 Act Regulations and the Trust Indenture Act and the TIA Regulations so as to permit the completion of the distribution
of the Securities as contemplated in this Agreement and in the Prospectus. If at any time when a prospectus is required by the 1933 Act
to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is
necessary, in the opinion of counsel for the Underwriters or for the Company and the Parent Guarantor, to amend the Registration Statement
or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to
state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the
time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration
Statement or to file a new registration statement or amend or supplement the Prospectus in order to comply with the requirements of the
1933 Act or the 1933 Act Regulations, the Company and the Parent Guarantor will promptly prepare and file with the Commission, subject
to Section 3(b), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission
or to comply with such requirements, the Company and the Parent Guarantor will use their best efforts to have such amendment or new registration
statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Securities)
and the Company and the Parent Guarantor will furnish to the Underwriters such number of copies of such amendment, supplement or new registration
statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred
or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information
contained in the Registration Statement (or any other registration statement relating to the Securities) or the Statutory Prospectus or
any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading,
the Company and the Parent Guarantor will promptly notify the Representatives and will promptly amend or supplement, subject to Section 3(b) and
at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
(e) Blue
Sky Qualifications . The Company and the Parent Guarantor will use their reasonable best efforts, in cooperation with the Underwriters,
to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions as the Underwriters
may reasonably designate and to maintain such qualifications in effect for so long as required for distribution of the securities; provided,
however, that the Company and the Parent Guarantor shall not be obligated to file any general consent to service of process or to qualify
as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or subject itself to taxation
in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company and the Parent Guarantor will also
supply the Underwriters with such information as is necessary for the determination of the legality of the Securities for investment under
the laws of such jurisdictions as the Underwriters may reasonably request.
12
(f) Rule 158 .
The Parent Guarantor will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated
by, the last paragraph of Section 11(a) of the 1933 Act and Rule 158 of the Commission promulgated thereunder.
(g) Use
of Proceeds . The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the General
Disclosure Package and the Prospectus under “Use of Proceeds.”
(h) Clear
Market . During the period from the date hereof through and including the Closing Time, the Company and the Parent Guarantor will not,
without the prior written consent of the Underwriters, offer, sell, contract to sell or otherwise dispose of any debt securities issued
or guaranteed by the Company or the Parent Guarantor and having a tenor of more than one year (other than the Securities).
(i) Reporting
Requirements . The Parent Guarantor, during the period when the Prospectus is required to be delivered under the 1933 Act, will file
all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the
1934 Act Regulations.
(j) Issuer
Free Writing Prospectuses. The Company and the Parent Guarantor represent and agree that, unless they obtain the prior consent of
the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company, the Parent Guarantor
and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer
free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,”
as defined in Rule 405, required to be filed with the Commission; provided, however, that prior to the preparation of the Final Term
Sheet in accordance with Section 3(b), the Underwriters are authorized to use the information with respect to the final terms of
the Securities in communications conveying information relating to the offering to investors. Any such free writing prospectus consented
to by the Company, the Parent Guarantor and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.”
The Company and the Parent Guarantor represent that they have treated or agree that they will treat each Permitted Free Writing Prospectus
as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements
of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending
and record keeping.
SECTION 4. Payment
of Expenses .
(a) Expenses .
The Company and the Parent Guarantor jointly and severally agree to pay all expenses incident to the performance of their obligations
under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements
and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters
of this Agreement, any Agreement among Underwriters, the Indenture and such other documents as may be required in connection with the
offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates
for the Securities to the Underwriters, (iv) the fees and disbursements of the Company’s and the Parent Guarantor’s counsel,
accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of
Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection
therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery
to the Underwriters of copies of each preliminary prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments
or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (vii) the
preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) the fees
and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the
Securities, (ix) the costs and expenses of the Company and the Parent Guarantor relating to investor presentations on any “road
show” undertaken in connection with the marketing of the Securities, including without limitation, expenses associated with the
production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations,
travel and lodging expenses of the representatives and officers of the Company and the Parent Guarantor and any such consultants, and
the cost of aircraft and other transportation chartered in connection with the road show, (x) any fees payable in connection with
the rating of the Securities, and (xi) the costs and expenses (including without limitation any damages or other amounts payable
in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made by the
Underwriters caused by a breach of the representation contained in the fifth paragraph of Section 1(a)(ii).
13
(b) Termination
of Agreement . If this Agreement is terminated by the Underwriters in accordance with the provisions of Section 5 or Section 9(a)(i) hereof,
the Company and the Parent Guarantor jointly and severally shall reimburse the Underwriters for all of their out-of-pocket expenses, including
the reasonable fees and disbursements of counsel for the Underwriters.
SECTION 5. Conditions
of Underwriters’ Obligations . The obligations of the several Underwriters hereunder are subject to the accuracy of the representations
and warranties of the Company and the Parent Guarantor contained in Section 1 hereof or in certificates of any officer of the Company
and the Parent Guarantor or any subsidiary of the Company and the Parent Guarantor delivered pursuant to the provisions hereof, to the
performance by the Company and the Parent Guarantor of its covenants and other obligations hereunder, and to the following further conditions:
(a) Effectiveness
of Registration Statement; Filing of Prospectus; Payment of Filing Fee . The Registration Statement has become effective, and at Closing
Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings
therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have
been complied with to the reasonable satisfaction of counsel to the Underwriters. A prospectus containing the Rule 430B Information
shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance
on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance
with the requirements of Rule 430B). The Company and the Parent Guarantor have paid the registration fee for this offering pursuant
to Rule 456(b)(1) under the 1933 Act or will pay such fee within the time period required by such rule (without giving
effect to the proviso therein) and in any event prior to the Closing Time.
(b) Opinion
of Counsel for Company and the Parent Guarantor . At Closing Time, the Underwriters shall have received the favorable opinion, dated
as of Closing Time, of Stinson LLP, counsel for the Company and the Parent Guarantor, in form and substance reasonably satisfactory to
counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect
set forth in Exhibit A hereto.
(c) Opinion
of Counsel for Underwriters . At Closing Time, the Underwriters shall have received the favorable opinion, dated as of Closing Time,
of Simpson Thacher & Bartlett LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters together
with signed or reproduced copies of such letter for each of the other Underwriters with respect to matters as the Underwriters may request
and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.
In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State
of New York and the federal law of the United States and the Delaware Limited Liability Company Act, upon the opinions of counsel satisfactory
to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent
they deem proper, upon certificates of officers of the Company, the Parent Guarantor and their respective subsidiaries and certificates
of public officials.
14
(d) No
Material Adverse Change; Officers’ Certificate . At Closing Time, there shall not have been, since the date hereof or since
the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change
or prospective material adverse change in the financial condition, the earnings or the business affairs of the Company, the Parent Guarantor
and their respective subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Underwriters
shall have received a certificate of the President or a Vice President of the Company and the Parent Guarantor and of the chief financial
or chief accounting officer of the Company and the Parent Guarantor, dated as of Closing Time, to the effect that (i) there has
been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct
with the same force and effect as though expressly made at and as of Closing Time, (iii) the Company and the Parent Guarantor have
complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (iv) no
stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted
or are pending or, to their knowledge, contemplated by the Commission.
(e) Accountant’s
Comfort Letter . At the time of the execution of this Agreement, the Underwriters shall have received from Deloitte & Touche
LLP a letter dated such date, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies
of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’
“comfort letters” to underwriters with respect to the financial statements incorporated by reference and certain financial
information contained in the Registration Statement and the Prospectus.
(f) Bring-down
Comfort Letter . At Closing Time, the Underwriters shall have received from Deloitte & Touche LLP a letter, dated as of Closing
Time, to the effect that it reaffirms the statements made in the letter furnished pursuant to subsection (e) of this Section,
except that the specified date referred to shall be a date not more than three business days prior to Closing Time.
(g) Maintenance
of Rating . At Closing Time, the Securities shall be rated at least Baa3 (Stable Outlook) by Moody’s Investors Service Inc.
(“Moody’s”) and BBB (Stable Outlook) by Standard & Poor’s Ratings Services (“S&P”),
a division of The McGraw-Hill Companies, Inc., and the Company shall have delivered to the Underwriters a letter dated the Closing
Time, from each such rating agency, or other evidence satisfactory to the Underwriters, confirming that the Securities have such ratings;
and since the date of this Agreement (i) there shall not have occurred a downgrading in the rating assigned to the Securities or
any of the Company’s or the Parent Guarantor’s other securities by either Moody’s or S&P and (ii) neither
Moody’s nor S&P shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect
to, its rating of the Securities or any of the Company’s or the Parent Guarantor’s other securities.
(h) Additional
Documents . At Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably
require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to
evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and
all proceedings taken by the Company and the Parent Guarantor in connection with the issuance and sale of the Securities as herein contemplated
shall be reasonably satisfactory in form and substance to the Underwriters and counsel for the Underwriters.
(i) Termination
of Agreement . If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled,
this Agreement may be terminated by the Underwriters by notice to the Company and the Parent Guarantor at any time at or prior to Closing
Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except
that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect.
15
SECTION 6. Indemnification .
(a) Indemnification
of Underwriters . The Company and the Parent Guarantor jointly and severally agree to indemnify and hold harmless each Underwriter,
its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its directors,
officers and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act as follows:
(i) against
any and all loss, liability, claim and damage whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or the
omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus,
any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading;
(ii) against
any and all loss, liability, claim and damage whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any
litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below)
any such settlement is effected with the written consent of the Company and the Parent Guarantor; and
(iii) against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel to the extent provided in Section 6(c)),
reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged
untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;
provided , however , that this indemnity
agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by
any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the
Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement
thereto).
(b) Indemnification
of Company, Parent Guarantor, Directors and Officers . Each Underwriter severally agrees to indemnify and hold harmless the Company,
the Parent Guarantor and each of their respective directors, each of their respective officers who signed the Registration Statement,
and each person, if any, who controls the Company or the Parent Guarantor within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of
this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in
the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer
Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information
furnished to the Company and the Parent Guarantor by such Underwriter through the Representatives expressly for use therein, it being
understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus
furnished on behalf of each Underwriter: (i) in the third paragraph under the caption “Underwriting” regarding concession
and reallowance figures and (ii) in the ninth and tenth paragraphs under the caption “Underwriting” relating to stabilization,
syndicate covering transactions and penalty bids.
16
(c) Actions
against Parties; Notification . Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result
thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.
In case any such action is brought against any indemnified party, the indemnifying party may assume the defense of any litigation or
proceeding in respect of which indemnity may be sought hereunder, including the employment of counsel. In any such litigation or proceeding
the defense of which the indemnifying party shall have so assumed, any indemnified party shall have the right to participate in such
litigation or proceeding and to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified
party unless (i) the indemnifying party and such indemnified party shall have mutually agreed in writing to the retention of such
counsel or experts, (ii) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest, (iii) the indemnifying party shall have failed in a timely manner to assume the defense and
employ counsel reasonably satisfactory to the indemnified party in such litigation or proceeding or (iv) the named parties to any
such litigation or proceeding (including any impleaded parties) include the indemnifying party and such indemnified party and representation
of the indemnifying party and any indemnified party by the same counsel would, in the reasonable opinion of the indemnified party, be
inappropriate due to actual or potential differing interests between the indemnifying party and any such indemnified party. In no event
shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from
their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent
of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification
or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified
party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement
as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
(d) Settlement
without Consent if Failure to Reimburse . If at any time an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of
the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into
more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received
notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding
the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel, an indemnifying party shall not be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected
without its consent if such indemnifying party (i) reimburses such indemnified party in accordance with such request to the extent
it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance
as unreasonable, in each case prior to the date of such settlement.
17
SECTION 7. Contribution .
If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute
to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in
such proportion as is appropriate to reflect the relative benefits received by the Company and the Parent Guarantor on the one hand and
the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided
by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company and the Parent Guarantor on the one hand and of the Underwriters
on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses,
as well as any other relevant equitable considerations.
The relative benefits received
by the Company and the Parent Guarantor on the one hand and the Underwriters on the other hand in connection with the offering of the
Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering
of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the Parent Guarantor and the total
underwriting discount received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial
public offering price of the Securities as set forth on the cover of the Prospectus.
The relative fault of the
Company and the Parent Guarantor on the one hand and the Underwriters on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact
relates to information supplied by the Company and the Parent Guarantor or by the Underwriters and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Parent
Guarantor and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the provisions
of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at
which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.
For purposes of this Section 7,
each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act and each Underwriter’s Affiliates, directors, officers and selling agents shall have the same rights to contribution as such
Underwriter, and each director of the Company or the Parent Guarantor, each officer of the Company who signed the Registration Statement,
and each person, if any, who controls the Company or the Parent Guarantor within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act shall have the same rights to contribution as the Company and the Parent Guarantor. The Underwriters’ respective
obligations to contribute pursuant to this Section 7 are several in proportion to the principal amount of Securities set forth opposite
their respective names in Schedule A hereto and not joint.
18
SECTION 8. Representations,
Warranties and Agreements to Survive . All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company and the Parent Guarantor or any of their subsidiaries submitted pursuant hereto, shall remain operative and
in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates, directors,
officers or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or
the Parent Guarantor or (ii) delivery of and payment for the Securities.
SECTION 9. Termination
of Agreement .
(a) Termination;
General . The Underwriters may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if
there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus
(exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change or prospective material adverse
change in the financial condition, the earnings or business affairs of the Company, the Parent Guarantor and their subsidiaries considered
as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse
change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation
thereof or other calamity or crisis or any change or development involving a prospective change in national or international political,
financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriters, impracticable
or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities
of the Company or the Parent Guarantor has been suspended or materially limited by the Commission or the New York Stock Exchange, or
if trading generally on the New York Stock Exchange or the Nasdaq Stock Market has been suspended or materially limited, or minimum or
maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system
or by order of the Commission, the Financial Institutions Regulatory Authority or any other governmental authority, or a material disruption
has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or
securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if
a banking moratorium has been declared by either Federal or New York State authorities.
(b) Liabilities .
If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party
except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain
in full force and effect.
SECTION 10. Default
by One or More of the Underwriters . If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which
it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters shall have the right,
within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters,
to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set
forth; if, however, the Underwriters shall not have completed such arrangements within such 24-hour period, then:
(a) if
the number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder,
each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions
that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if
the number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement
shall terminate without liability on the part of any non-defaulting Underwriter.
19
No action taken pursuant
to this Section shall relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such
default which does not result in a termination of this Agreement, either the Underwriters or the Company shall have the right to postpone
Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus
or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an
Underwriter under this Section 10.
SECTION 11. Tax
Disclosure . Notwithstanding any other provision of this Agreement, immediately upon commencement of discussions with respect to the
transactions contemplated hereby, the Company and the Parent Guarantor (and each employee, representative or other agent of the Company
and the Parent Guarantor) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of
the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided
to the Company and the Parent Guarantor relating to such tax treatment and tax structure. For purposes of the foregoing, the term “tax
treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax
structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the
transactions contemplated hereby.
SECTION 12. Notices .
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication. Notices to an Underwriter shall be directed to such Underwriter at J.P. Morgan Securities
LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 834-6081); Attention: Investment Grade Syndicate Desk; PNC Capital Markets
LLC, 300 Fifth Ave, 10th Floor, Pittsburgh, PA 15222; Attention: Debt Capital Markets, Fixed Income Transaction Execution; Email: capitalmarketsnotices@pnc.com ;
or U.S. Bancorp Investments, Inc., 214 N. Tryon St., 26th Floor, Charlotte, NC 28202; Attention: Debt Capital Markets; Phone: (877)
558-2607, as the case may be (in each case, with a copy to Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New
York 10017, attention of John C. Ericson). Notices to the Company or the Parent Guarantor shall be directed to it at H&R Block World
Headquarters, One H&R Block Way, Kansas City, Missouri 64105, (fax: (816) 854-8043, attention of HRB Treasury, with a copy to the
HRB General Counsel (with a copy to Stinson LLP, 1201 Walnut Street, Kansas City, Missouri 64106, attention of Jack Bowling, Scott Gootee).
SECTION 13. No
Advisory or Fiduciary Relationship . The Company and the Parent Guarantor acknowledge and agree that (a) the purchase and sale
of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related
discounts and commissions, is an arm’s-length commercial transaction between the Company and the Parent Guarantor, on the one hand,
and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading
to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, the
Parent Guarantor or any of their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed
or will assume an advisory or fiduciary responsibility in favor of the Company or the Parent Guarantor with respect to the offering contemplated
hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the
Parent Guarantor on other matters) and no Underwriter has any obligation to the Company or the Parent Guarantor with respect to the offering
contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates
may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Parent Guarantor,
and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated
hereby and the Company and the Parent Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent
they deemed appropriate.
20
SECTION 14. Integration .
This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Company, the Parent Guarantor and
the Underwriters, or any of them, with respect to the subject matter hereof.
SECTION 15. Parties .
This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Parent Guarantor and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation,
other than the Underwriters, the Company, the Parent Guarantor and their respective successors and the controlling persons and officers
and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof
are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Parent Guarantor and their respective successors,
and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person,
firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
SECTION 16. GOVERNING
LAW; WAIVER OF RIGHT TO TRIAL BY JURY . THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN SUCH STATE. EACH OF THE COMPANY, THE PARENT GUARANTOR AND EACH UNDERWRITER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 17. TIME .
TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.
SECTION 18. Submission
to Jurisdiction. The Company and the Parent Guarantor hereby submit to the exclusive jurisdiction of the U.S. federal and New York
state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby. The Company and the Parent Guarantor waive any objection which they may now or hereafter have
to the laying of venue of any such suit or proceeding in such courts. The Company and the Parent Guarantor agree that final judgment
in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and the Parent Guarantor,
as applicable, and may be enforced in any court to the jurisdiction of which Company and the Parent Guarantor, as applicable, is subject
by a suit upon such judgment.
SECTION 19. Recognition
of the U.S. Special Resolution Regimes .
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,
were governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
21
As used in this Section 19:
“BHC Act Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity”
means any of the following:
(i) a
“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.
“U.S. Special Resolution
Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title
II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
SECTION 20. Counterparts .
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same Agreement. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this
Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic
means.
SECTION 21. Effect
of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.
22
If the foregoing is in accordance
with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along
with all counterparts, will become a binding agreement among the Underwriters, the Company and the Parent Guarantor in accordance with
its terms.
Very truly yours,
BLOCK FINANCIAL LLC
By /s/ Colby R. Brown
Name: Colby R. Brown
Title: Vice President, Treasurer
H&R BLOCK, INC.
By /s/ Colby R. Brown
Name: Colby R. Brown.
Title: Vice President, Treasurer and Insurance
[Underwriting Agreement]
CONFIRMED AND ACCEPTED,
as of the date first above
written:
J.P. MORGAN SECURITIES LLC
For itself and on behalf of the
several Underwriters listed in
Schedule A hereto
By
/s/
Stephen L. Sheiner
Authorized Signatory
Stephen L. Sheiner
Executive Director
[Underwriting Agreement]
CONFIRMED AND ACCEPTED,
as of the date first above
written:
PNC Capital Markets LLC
For itself and on behalf of the
several Underwriters listed in
Schedule A hereto
By
/s/
Valerie Shadeck
Authorized Signatory
[Underwriting Agreement]
CONFIRMED AND ACCEPTED,
as of the date first above
written:
U.S. Bancorp Investments, Inc.
For itself and on behalf of the
several Underwriters listed in
Schedule A hereto
By
/s/
Michael Dullaghan
Authorized Signatory
[Underwriting Agreement]
SCHEDULE A
Name of Underwriter
Principal
Amount of
Securities
J.P. Morgan Securities LLC
$ 91,000,000
PNC Capital Markets LLC
$ 46,375,000
U.S. Bancorp Investments, Inc.
$ 46,375,000
RBC Capital Markets, LLC
$ 43,750,000
TD Securities (USA) LLC.
$ 43,750,000
Truist Securities, Inc
$ 43,750,000
Wells Fargo Securities, LLC
$ 35,000,000
Total
$ 350,000,000
Sch A- 1
SCHEDULE B
Aculink Mortgage Solutions, LLC
AcuLink of Alabama, LLC
Ada Services Corporation
Adora Technologies Holding Aon Unlimited Company
BCB Technology Unlimited Company
Block Financial LLC
Blue Acre SCS
Blue Fountains International, ULC
Blue Fountains LLC
Companion Insurance, Ltd.
Companion Mortgage Corporation
Emerald Financial Services, LLC
Franchise Partner, Inc.
H & R Block (India) Private Limited
H&R Block Canada Financial Services, Inc.
H&R Block Canada, Inc.
H&R Block Eastern Enterprises, Inc.
H&R Block Enterprises LLC
H&R Block Group, Inc.
H&R Block Insurance Agency, Inc.
H&R Block Limited
H&R Block Management, LLC
H&R Block Personalized Services, LLC
H&R Block Tax Institute, LLC
H&R Block Tax Services LLC
HRB Canada Holdings, ULC
HRB Deployment & Support LLC
HRB Digital LLC
HRB Expertise LLC
HRB Financial Support Services, LLC
HRB Green Resources LLC
HRB GTC Ireland Unlimited Company
HRB Innovations, Inc.
HRB International LLC
HRB International Management LLC
HRB International Technology LLC
HRB Mortgage Holdings, LLC
HRB Participant I LLC
HRB Professional Resources LLC
HRB Resources LLC
Sch B- 1
HRB Supply LLC
HRB Tax Group, Inc.
HRB Technology LLC
New Castle HoldCo LLC
OOMC Residual Corporation
Sand Canyon Acceptance Corporation
Sand Canyon Corporation
Sand Canyon Securities Corp.
Sand Canyon Securities II Corp.
Sand Canyon Securities III Corp.
Sand Canyon Securities IV LLC
Tribena Limited
Wave Credit Inc.
Wave Financial Inc.
Wave Financial USA Inc.
Wave Money Inc.
Wave+ Inc.
Woodbridge Mortgage Acceptance Corporation
Sch B- 2
SCHEDULE C
Filed pursuant to Rule 433
Free Writing Prospectus dated August 19, 2025
Registration Statement Nos. 333-281584 and 333-281584-01
$350,000,000
Block
Financial LLC
5.375%
Notes due 2032
Fully
and Unconditionally Guaranteed by
H&R Block, Inc.
This
term sheet to the preliminary prospectus supplement dated August 18, 2025 (the “Preliminary Prospectus Supplement”)
should be read together with the Preliminary Prospectus Supplement before making a decision in connection with an investment in the securities.
The information in this term sheet supersedes the information contained in the Preliminary Prospectus Supplement to the extent that it
is inconsistent therewith. Terms used but not defined herein have the meaning ascribed to them in the Preliminary Prospectus Supplement.
Issuer:
Block Financial LLC, a Delaware limited liability company
Guarantor:
H&R Block, Inc., a Missouri corporation
Type:
SEC Registered
Expected
Ratings*:
Baa3 (Stable Outlook) (Moody’s) / BBB (Stable
Outlook) (S&P)
Trade
Date:
August 19, 2025
Settlement
Date:
August 26, 2025 (T+5 days)
It is expected that delivery of the notes
will be made against payment therefor on or about August 26, 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 on any date prior to the business day before delivery
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 a failed settlement. Purchasers of the notes who wish to trade the notes prior to the business
day preceding the delivery date of the notes should consult their own advisors.
Use
of Proceeds:
We intend to use the net
proceeds from this offering for general corporate purposes, which may include, among other uses, redeeming or repaying our 5.250%
notes due 2025.
Aggregate
Principal Amount Offered:
$350,000,000
Maturity
Date:
September 15, 2032
Interest
Rate Per Annum:
5.375%
Interest
Payment Dates:
Semi-annually on the 15 th of every March and
September
First
Interest Payment Date:
March 15, 2026
Public
Offering Price:
99.787%
Treasury
Benchmark:
4.000% due July 31, 2032
Sch C- 1
Treasury
Price:
99-25
Treasury
Yield:
4.036%
Re-offer
Spread vs. Treasury:
T + 137.5 bps
Yield
to Maturity:
5.411%
Net
Proceeds (after deducting the underwriting discount and before expenses):
$346,979,500
Optional
Redemption:
At any time prior to July 15, 2032
(which is the date that is two months prior to the maturity date of the notes), in whole or in part, at a redemption price equal
to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest on the
notes to be redeemed that would be due if such notes matured on July 15, 2032 but for the redemption, discounted to the
redemption date on a semi-annual basis at the Treasury Rate plus 25 basis points less interest accrued to the date of redemption
and (ii) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest thereon
to the redemption date.
At any time on or following July 15,
2032, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued
interest to the redemption date.
Mandatory
Offer to Repurchase Notes:
In the event of a “Change
of Control Triggering Event” as defined in the Preliminary Prospectus Supplement at 101% of their principal amount, plus accrued
and unpaid interest.
Day
Count:
30 / 360
Minimum
Denomination / Multiples:
$2,000 / $1,000
CUSIP
/ ISIN:
093662AK0 / US093662AK00
Joint
Bookrunners:
J.P. Morgan Securities LLC
PNC Capital Markets LLC
U.S. Bancorp Investments, Inc.
RBC Capital Markets, LLC
TD Securities (USA) LLC
Truist Securities, Inc.
Wells Fargo Securities, LLC
* A credit rating of a security is not a recommendation
to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning
rating agency.
* * *
The issuer has filed a
registration statement (including a prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this communication
relates. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying prospectus and the other documents
the company 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 company, any underwriter or any dealer participating in
the offering will arrange to send you these documents if you request them by contacting J.P. Morgan Securities LLC collect at (212) 834-4533,
PNC Capital Markets LLC toll-free at (855) 881-0697 or U.S. Bancorp Investments, Inc. toll-free at (877) 558-2607.
This communication should
be read in conjunction with the Preliminary Prospectus Supplement and the accompanying prospectus dated August 15,
2024 .
Sch C- 2
Exhibit A
FORM OF OPINION OF COUNSEL TO THE COMPANY
AND THE PARENT GUARANTOR
TO BE DELIVERED PURSUANT TO
SECTION 5(b)
Omitted.