The Preferred Underwriting Agreement contains customary representations, warranties and agreements of CSC, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Preferred Underwriting Agreement, CSC agreed to indemnify the Preferred Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Preferred Underwriters may be required to make in respect of these liabilities.
The offering was made pursuant to the prospectus supplement dated December 8, 2020 and the accompanying prospectus dated December 4, 2020, filed with the Securities and Exchange Commission (the “SEC”) pursuant to CSC’s effective registration statement on Form S-3 (File No. 333-251156) (the “Registration Statement”).
Copies of (a) the Preferred Underwriting Agreement, (b) the Certificate of Designations to which the Form of Certificate Representing the Series H Preferred Stock is attached as Exhibit A, (c) the Deposit Agreement, dated December 11, 2020, between CSC and Equiniti Trust Company, as Depositary, to which the Form of Depositary Share Receipt is attached as Exhibit A and (d) a validity opinion with respect to the Depositary Shares and the Series H Preferred Stock are attached as Exhibits 1.1, 3.1, 4.1 and 5.1, respectively, to this Current Report on Form 8-K and are incorporated by reference into CSC’s Registration Statement.
Debt Issuance:
The Notes in the Debt Issuance were issued under a Senior Indenture, dated as of June 5, 2009 (the “Senior Indenture”), between CSC and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the Fifteenth Supplemental Indenture, dated as of December 11, 2020 (the “Fifteenth Supplemental Indenture”). The offering was made pursuant to the prospectus supplement dated December 8, 2020 and the accompanying prospectus dated December 4, 2020, filed with the SEC pursuant to CSC’s Registration Statement.
On December 8, 2020, in connection with the Debt Issuance, CSC entered into an Underwriting Agreement (the “Debt Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Debt Underwriters”), pursuant to which CSC agreed to issue and sell the Notes to the Debt Underwriters.
The Debt Underwriting Agreement contains customary representations, warranties and agreements of CSC, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Debt Underwriting Agreement, CSC agreed to indemnify the Debt Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Debt Underwriters may be required to make in respect of these liabilities.
Copies of (a) the Debt Underwriting Agreement, (b) the Fifteenth Supplemental Indenture, (c) the form of 0.900% Senior Notes due 2026, (d) the form of 1.650% Senior Notes due 2031 and (e) a validity opinion with respect to the Notes are attached as Exhibits 1.2, 4.55, 4.56, 4.57 and 5.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into the Registration Statement.