Form 8-K
8-K — FRANKLIN RESOURCES INC
Accession: 0001552781-26-000423
Filed: 2026-08-10
Period: 2026-08-05
CIK: 0000038777
SIC: 6282 (INVESTMENT ADVICE)
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Other Events
Item: Financial Statements and Exhibits
Documents
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EX-1.1 (e26341_ex1-1.htm)
EX-4.2 (e26341_ex4-2.htm)
EX-5.1 (e26341_ex5-1.htm)
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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
5, 2026
Franklin
Resources, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
001-09318
13-2670991
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
One
Franklin Parkway, San Mateo, California 94403
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (650) 312-2000
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:
☐
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, par value $0.10 per share
BEN
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 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The disclosure contained in Item
8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
5.500% Unsecured Notes
due 2036
On August 10, 2026, Franklin
Resources, Inc., a Delaware corporation (the “Company”), completed its previously announced underwritten public offering
(the “Offering”) of $750,000,000 aggregate principal amount of its 5.500% Notes due 2036 (the “Notes”).
The Notes were sold pursuant to the Company’s registration statement on Form S-3 (File No. 333-284711) (the “Registration
Statement”) filed with the Securities and Exchange Commission (the “SEC”) on February 5, 2025, and were offered
to the public pursuant to the prospectus dated February 5, 2025, which is contained in and forms a part of the Registration Statement.
The Company intends to use the net proceeds of the Offering to repay approximately $700,000,000 of outstanding revolving borrowings
under its Second Amended and Restated Credit Agreement (without any permanent reduction in the commitments provided thereunder)
and for general corporate purposes.
In connection with the Offering,
the Company entered into an underwriting agreement, dated August 5, 2025 (the “Underwriting Agreement”) with BofA
Securities, Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed
in Schedule I to the Underwriting Agreement. The Underwriting Agreement contains customary representations, warranties and agreements
of the Company, and customary conditions to closing, obligations of the parties and termination provisions. A copy of the Underwriting
Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Indenture
The Notes were issued pursuant
to an Indenture, dated as of October 6, 2020 (the “Base Indenture”), by and between the Company and The Bank of New
York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”), as supplemented by an Officer’s
Certificate, dated as of August 10, 2026 (the “Officer’s Certificate” and, together with the Base Indenture,
the “Indenture”). The Notes are the unsecured and subordinated obligations of the Company.
The Notes will bear interest
from and including August 10, 2026 at a fixed rate of 5.500% per annum, payable semi-annually in arrears on February 10 and August
10 of each year, commencing on February 10, 2027. The Notes will mature on August 10, 2036, unless earlier redeemed.
Prior to May 10, 2036 (three
months prior to the maturity date of the Notes) (the “Par Call Date”), the Company may redeem the Notes at its option,
in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and
rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments
of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest
accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued
and unpaid interest thereon, if any, to, but excluding, the redemption date of the Notes.
On or after the Par Call Date,
the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100%
of the principal amount of the Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon, if any, to, but
excluding, the redemption date of the Notes.
The foregoing summaries of
the Underwriting Agreement, the Base Indenture, the Officer’s Certificate and the Notes, respectively, are not complete
and are each qualified in their entirety by reference to the complete text of the respective documents (or, in the case of the
Notes, the form thereof), each of which is attached hereto as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, to this Current Report
on Form 8-K and incorporated herein by reference in their entirety.
Item 9.01.
Financial Statements and Other Exhibits.
(d) Exhibits
Exhibit
Number
Description
1.1
Underwriting Agreement, dated as of August 5, 2026, by and among the Company and BofA Securities, Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC.
4.1
Indenture, dated October 6, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement filed with the SEC on October 6, 2020 (File No. 333-284711)).
4.2
Officer’s Certificate, dated as of August 10, 2026.
4.3
Form of 5.500% Note
due 2036 (included in Exhibit 4.2).
5.1
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1
Consent of Skadden,
Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document).
SIGNATURE
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.
FRANKLIN RESOURCES, INC.
Date:
August
10, 2026
/s/ Thomas
C. Merchant
Thomas
C. Merchant
Executive
Vice President and General Counsel
EX-1.1
EX-1.1
Filename: e26341_ex1-1.htm · Sequence: 2
Exhibit 1.1
Franklin
Resources, Inc.
5.500%
Notes Due 2036
Underwriting
Agreement
New York,
New York
August 5, 2026
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
HSBC Securities (USA) Inc.
66 Hudson Boulevard
New York, New York 10001
Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, North Carolina
28202
as Representatives of the
several
Underwriters listed in Schedule I
hereto
Ladies and Gentlemen:
Franklin
Resources, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several
underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are
acting as representatives, $750,000,000 principal amount of its 5.500% Notes due 2036 (the “Securities”), to be issued
under an indenture dated as of October 6, 2020, between the Company and The Bank of New York Mellon Trustee Company, N.A., as
trustee (the “Trustee”), as supplemented by an officer’s certificate related to the Securities to be dated the
Closing Date (as defined herein) (as so supplemented, the “Indenture”). To the extent there are no additional Underwriters
listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives
and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement,
the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3, which were filed under the Exchange Act on or before the Effective
Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus,
as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed
to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement
or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be
incorporated therein by reference. Certain terms used herein are defined in Section 23 hereof.
1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set
forth below in this Section 1.
(a)
The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an “automatic
shelf registration statement”, as defined in Rule 405, (File No. 333-284711) on Form S-3, including a related Base Prospectus,
for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments
thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part
of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating
to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus
supplement relating to the Securities in accordance with Rule 424(b). The Registration Statement, at the Execution Time, is effective
and meets the requirements set forth in Rule 415(a)(1)(x).
(b)
On each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b)
and on the Closing Date, the Final Prospectus (and any amendment or supplement thereto) will, comply in all material respects
with the applicable requirements of the Act, the Exchange Act, the Trust Indenture Act and the respective rules thereunder; on
each Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements
therein not misleading; on each Effective Date and on the Closing Date, the Indenture did or will comply in all material respects
with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the date of the filing of the Final
Prospectus and on the Closing Date, the Final Prospectus (together with any amendment or supplement thereto) will not include
any untrue statement of a material fact or 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; provided, however, that the Company makes
no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility
and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from
the Registration Statement or the Final Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity
with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically
for inclusion in the Registration Statement or the Final Prospectus (or any amendment or supplement thereto), it being understood
and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as
such in Section 8(b) hereof.
(c)
As of the Initial Sale Time, the (i) Disclosure Package and (ii) each electronic road show, if any, when taken together as a whole
with the Disclosure Package, did not contain 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.
The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with
written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use
therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of
the information described as such in Section 8(b) hereof.
(d)
(i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of
complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed
pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting
on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance
on the exemption in Rule 163, and (iv) at the Execution Time (with such date being used as the determination date for purposes
of this clause (iv)), the Company was or is (as the case may be) a “well-known seasoned issuer”, as defined in Rule
405. The Company agrees to pay the fees required by the Commission relating to the Securities within the time required by Rule
456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).
2
(e)
(i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made
a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) as of the Execution Time (with such
date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer
(as defined in Rule 405), taking into account any determination by the Commission pursuant to Rule 405 that it is not necessary
that the Company be considered an Ineligible Issuer.
(f)
Neither any Issuer Free Writing Prospectus nor the final term sheet prepared and filed pursuant to Section 5(b) hereto includes
any information that conflicts with the information contained in the Registration Statement, including any document incorporated
by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing
sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with
written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use
therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of
the information described as such in Section 8(b) hereof.
(g)
The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of
Delaware, with power and authority (corporate and other) to own or lease, as the case may be, its properties and conduct its business
as described in the Registration Statement, the Disclosure Package and the Final Prospectus, and is duly qualified to do business
as a foreign corporation and has been duly qualified as a foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such
qualification, except where the failure to so qualify and be in good standing would not have, individually or in the aggregate,
a material adverse effect on the financial condition or earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise (a “Material Adverse Effect”); and each subsidiary of the Company which
is a “significant subsidiary” within the meaning of Regulation S-X promulgated under the Act (each, a “Significant
Subsidiary”) has been duly incorporated and is validly existing as a corporation or a limited liability company in good
standing under the laws of its jurisdiction of organization, to the extent applicable in such jurisdiction, except where the failure
to so qualify and be in good standing would not have a Material Adverse Effect.
(h)
The Company has an authorized capitalization as set forth in the Preliminary Prospectus and the Final Prospectus, and all of the
issued shares of capital stock of the Company have been duly and validly authorized and issued, and are fully paid and non-assessable;
all of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized
and issued, and are fully paid and non-assessable; and all shares of capital stock of each subsidiary of the Company (except for
directors’ qualifying shares and shares of stock representing minority interests reflected in the financial statements incorporated
by reference in the Disclosure Package and Final Prospectus) owned directly or indirectly by the Company, are owned free and clear
of all liens, encumbrances, equities or claims.
3
(i)
There is no franchise, contract or other document of a character required to be described in the Registration Statement, the Preliminary
Prospectus or the Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; and the
statements in the Preliminary Prospectus and the Final Prospectus under the headings “Description of the Notes”, “Description
of Debt Securities”, “Certain Material United States Federal Income Tax Considerations” and “Certain ERISA
Considerations”, insofar as such statements summarize legal matters, agreements and documents of the Company, legal proceedings
or legal conclusions, fairly summarize, in all material respects, the matters referred to therein.
(j)
This Agreement has been duly authorized, executed and delivered by the Company.
(k)
The Indenture has been duly authorized by the Company and duly qualified under the Trust Indenture Act and, at the Closing Date,
will have been duly executed and delivered and will constitute a legal, valid and binding instrument enforceable against the Company
in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including,
without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in
a proceeding in equity or at law); and the Securities have been duly authorized and, when executed and authenticated in accordance
with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, will constitute
legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject,
as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’
rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law), entitled to
the benefits of the Indenture.
(l)
No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection
with the transactions contemplated herein, except such as have been obtained or made under the Act and the Trust Indenture Act
and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the
Securities by the Underwriters in the manner contemplated herein and in the Disclosure Package and the Final Prospectus.
(m)
Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the
fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance
upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or similar organizational
documents of the Company or any of its Significant Subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed
of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company
or any of its subsidiaries is a party or bound or to which its or their property is subject, or (iii) any statute, law, rule,
regulation, judgment, order or decree applicable to the Company or any of its Significant Subsidiaries of any court, regulatory
body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its
Significant Subsidiaries or any of its or their properties, which in the case of clauses (ii) and (iii) would reasonably be expected
to have a Material Adverse Effect.
4
(n)
The consolidated historical financial statements of the Company and its consolidated subsidiaries incorporated by reference in
the Preliminary Prospectus, the Final Prospectus and the Registration Statement present fairly, in all material respects, the
financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply
as to form with the applicable accounting requirements of the Act and have been prepared in conformity with U.S. generally accepted
accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as otherwise
noted therein). The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration
Statement, the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto) fairly presents
the information called for in all material respects and has been prepared in accordance with the Commission’s published
rules, regulations and guidelines applicable thereto.
(o)
No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the
Company or any of its subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that,
individually or in the aggregate, (i) would reasonably be expected to have a material adverse effect on the performance of this
Agreement or the consummation of any of the transactions contemplated hereby or (ii) would reasonably be expected to have a Material
Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment
or supplement thereto).
(p)
Except as would not have a Material Adverse Effect: the Company and its Significant Subsidiaries have good and marketable title
in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and
clear of all liens, encumbrances and defects, except such as are described in the Disclosure Package and the Final Prospectus
or such as do not affect the value of such property and do not interfere with the use made and proposed to be made of such property
by the Company and its Significant Subsidiaries; and any real property and buildings held under lease by the Company and its Significant
Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not
interfere with the use made and proposed to be made of such property and buildings by the Company and its Significant Subsidiaries.
(q)
Neither the Company nor any of its Significant Subsidiaries is (i) in violation of its certificate of incorporation, by-laws or
other organizational documents, as applicable, (ii) in default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any indenture, contract, mortgage, deed of trust, note agreement, loan agreement, lease or
other agreement or instrument to which it is a party or by which it or any of its properties may be bound or (iii) in violation
of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any Significant Subsidiary of any
court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company
or any Significant Subsidiary or any of its or their properties, which violation or default referred to in clauses (ii) or (iii)
above would have a Material Adverse Effect.
(r)
PricewaterhouseCoopers LLP, who has certified certain financial statements of the Company and its consolidated subsidiaries and
delivered its report with respect to the audited consolidated financial statements incorporated by reference in the Registration
Statement, Preliminary Prospectus and the Final Prospectus, is an independent registered public accounting firm with respect to
the Company within the meaning of the Act and the applicable published rules and regulations thereunder.
5
(s)
No Significant Subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company,
from making any other distribution on such Significant Subsidiary’s capital stock, from repaying to the Company any loans
or advances to such Significant Subsidiary from the Company or from transferring any of such Significant Subsidiary’s property
or assets to the Company or any other subsidiary of the Company, subject to statutory and regulatory capital adequacy requirements
applicable to financial holding companies, except as described in or contemplated by the Disclosure Package and the Final Prospectus
(exclusive of any amendment or supplement thereto).
(t)
The Company and each of its consolidated Significant Subsidiaries maintain a system of internal accounting controls sufficient
to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization,
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration
Statement, the Preliminary Prospectus and the Final Prospectus fairly presents the information called for in all material respects
and is prepared in accordance with the Commission’s published rules, regulations and guidelines applicable thereto. The
Company and its subsidiaries’ internal controls over financial reporting are effective in all material respects to perform
the functions for which they were established, and the Company and its subsidiaries are not aware of any material weakness in
their internal controls over financial reporting.
(u)
The Company and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined under Rule
13a-15(e) under the Exchange Act), and as of June 30, 2026, such disclosure controls and procedures were effective in all material
respects to perform the functions for which they were established.
(v)
The Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be
expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Securities.
(w)
Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee
or affiliate of the Company or any of its subsidiaries has taken or will take any action in furtherance of an offer, payment,
promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value,
directly or indirectly, to any government official (including any officer or employee of a government or 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 (“Government Official”)) in
a violation of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or, to the extent
material, any other applicable anti-bribery or anti-corruption law, or the rules or regulations thereunder (collectively, the
“Anti-Corruption Laws”); and the Company and its subsidiaries and, to the knowledge of the Company, its affiliates
have instituted and maintain policies and procedures reasonably designed to ensure, and which are reasonably expected to continue
to ensure, continued compliance with the Anti-Corruption Laws. No part of the proceeds of the offering will be used, directly
or indirectly, in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything
else of value, to any Government Official in violation of the Anti-Corruption Laws.
6
(x)
The operations of the Company and its subsidiaries are and have been conducted at all times in all material respects in compliance
with applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title
III of the USA Patriot Act, and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries
conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered
or enforced by any governmental agency (collectively, the “Anti-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 Company or any of its subsidiaries
with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened; and the Company
and its subsidiaries and, to the knowledge of the Company, its affiliates have instituted and maintain policies and procedures
reasonably designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with the Anti-Money
Laundering Laws.
(y)
Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, employee, agent or
affiliate of the Company or any of its subsidiaries is a person or entity (i) that is the subject of any sanctions administered
or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department
of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the
United Nations Security Council, the European Union, a member state of the European Union, His Majesty’s Treasury, or other
relevant sanctions authority (collectively, “Sanctions”), (ii) that is located, organized or resident in a country
or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory
(including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic,
or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, the non-government controlled areas
of the Zaporizhzhia and Kherson regions of Ukraine, Cuba, Iran and North Korea) or (iii) with whom dealings are restricted or
prohibited by Sanctions as a result of a relationship of ownership or control with a person or entity listed in (i) or (ii) (any
person or entity identified in (i), (ii) or (iii) is a “Sanctioned Person”). The Company will not, directly or indirectly,
use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture
partner or other person or entity: (A) to fund or facilitate any activities or business of or with any Sanctioned Person or in
any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; (B) to fund or facilitate
any money laundering or terrorist financing activities; or (C) in any other manner that will result in a violation of Sanctions
by any person or entity (including any person or entity participating in the offering, whether as an underwriter, advisor, investor
or otherwise). The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not
knowingly engage in, any dealings or transactions with any Sanctioned Person or in any country or territory, that at the time
of the dealing or transaction, is or was the subject of Sanctions.
(z)
The Company is and, to the knowledge of the Company, the Company’s directors or officers, in their capacities as such, are,
in compliance in all material respects with the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated
in connection therewith.
7
(aa)
The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof
as described in the Preliminary Prospectus and Final Prospectus, will not be an “investment company”, as such term
is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”); the Company is not required
to register as an investment adviser with the Commission under the Investment Advisers Act of 1940, as amended (the “Investment
Advisers Act”) and is not required to register as a broker-dealer with the Commission under the Exchange Act; and the Company
is not required to be registered, licensed or qualified as a commodity trading advisor, a commodity pool operator or a futures
commission merchant.
(bb)
Each subsidiary of the Company required to be registered under the Investment Advisers Act is duly registered as an investment
adviser with the Commission under the Investment Advisers Act, and in each jurisdiction where the conduct of its business requires
regulatory authorization or license as an investment adviser, and such subsidiary is not prohibited from acting as an investment
adviser or carrying on its business as now conducted or as contemplated in the Registration Statement by any applicable laws,
rules, regulations, orders, by-laws or similar requirements, except as would not have a Material Adverse Effect.
(cc)
Each investment company or account for which the Company or any of its subsidiaries acts as investment adviser and which is required
to be registered with the Commission as an investment company under the Investment Company Act is duly registered with the Commission
as an investment company under the Investment Company Act, except as would not have a Material Adverse Effect.
(dd)
Each subsidiary of the Company required to be registered as a broker-dealer with the Commission under the Exchange Act is duly
registered as a broker-dealer with the Commission under the Exchange Act, and such subsidiary is not prohibited from acting as
broker-dealer or carrying on its business as now conducted or as contemplated in the Registration Statement by any applicable
laws, rules, regulations, orders, by-laws or similar requirements, except as would not have a Material Adverse Effect.
(ee)
Each subsidiary of the Company required to be registered, licensed or qualified as a commodity trading advisor, a commodity pool
operator or a futures commission merchant is duly registered, licensed or qualified in each jurisdiction where the conduct of
its business requires such a registration, license or qualification, and such subsidiary is not prohibited from acting as a commodity
trading advisor, a commodity pool operator or a futures commission merchant or carrying on its business as now conducted or as
contemplated in the Registration Statement by any applicable laws, rules, regulations, orders, by-laws or similar requirements,
except as would not have a Material Adverse Effect.
(ff)
(i) To the knowledge of the Company, there has been no material security breach or incident, unauthorized access or disclosure,
or other compromise of or relating to the Company’s or its subsidiaries’ information technology and computer systems,
networks, hardware, software, data and databases (including the data and information of their respective customers, employees,
suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such
data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively,
“IT Systems and Data”), (ii) neither the Company nor its subsidiaries have been notified of, and each of them have
no knowledge of any event or condition that would result in, any material security breach or incident, unauthorized access or
disclosure or other compromise to their IT Systems and Data and (iii) the Company and its subsidiaries have implemented appropriate
controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy
and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable
regulatory standards. The Company and its subsidiaries are presently in compliance in all material respects 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 Data and to the protection
of such IT Systems and Data from unauthorized use, access, misappropriation or modification.
8
Any
certificate signed by any authorized officer of the Company and delivered to the Representatives or counsel for the Underwriters
in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters
covered thereby, to each Underwriter.
2. Purchase
and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company,
at a purchase price of 98.487% of the principal amount thereof, the principal amount of the Securities set forth opposite such
Underwriter’s name in Schedule I hereto.
3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 a.m., New York City time,
on August 10, 2026 or at such time on such later date not more than three Business Days after the foregoing date as the Representatives
shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided
in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”).
Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against
payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company
by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Securities shall be
made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.
4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale
to the public as set forth in the Final Prospectus.
5. Agreements. The Company agrees with the several Underwriters that:
(a)
Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement
or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Company has furnished
you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably
object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any amendment
or supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph
of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely
filing. The Company will promptly advise the Representatives (i) when the Final Prospectus, and any amendment or supplement thereto,
shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of the offering
of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request
by the Commission or its staff for any amendment of the Registration Statement, or for any supplement to the Final Prospectus
or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose
and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities
for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best
efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the
Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal
of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration
Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared
effective as soon as practicable.
9
(b)
To prepare a final term sheet for the Securities, containing solely a description of final terms of the Securities and the offering
thereof, in the form approved by you and attached as Schedule III hereto and to file such term sheet pursuant to Rule 433(d) within
the time required by such Rule.
(c)
If, at any time prior to the filing of the Final Prospectus pursuant to 424(b), any event occurs as a result of which the Disclosure
Package would include any untrue statement of a material fact or would omit to state any material fact necessary to make the statements
therein in the light of the circumstances under which they were made, not misleading, the Company will (i) notify promptly the
Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement
the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities
as you may reasonably request.
(d)
If, at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances
where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then
supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the
Registration Statement, file a new registration statement or supplement the Final Prospectus to comply with the Act or the Exchange
Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus, the Company promptly
will (i) notify the Representatives of any such event, (ii) prepare and file with the Commission, subject to the second sentence
of paragraph (a) of this Section 5, an amendment or supplement or new registration statement which will correct such statement
or omission or effect such compliance, (iii) use its best efforts to have any amendment to the Registration Statement or new registration
statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (iv) supply
any amended or supplemented Final Prospectus to you in such quantities as you may reasonably request.
(e)
As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings
statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and
Rule 158.
(f)
Upon request, the Company will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies
of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement
(without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including
in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus,
the Final Prospectus and each Issuer Free Writing Prospectus and any amendment or supplement thereto as the Representatives may
reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
10
(g)
The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions
as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution
of the Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where
it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising
out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
(h)
The Company agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter,
severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written
consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer
Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required
to be filed by the Company with the Commission or retained by the Company under Rule 433, other than a free writing prospectus
containing the information contained in the final term sheet prepared and filed pursuant to Section 5(b) hereto; provided that
the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses
included in Schedule II hereto and any electronic road show, if any. Any such free writing prospectus consented to by the Representatives
or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it
has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and
(y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted
Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(i)
The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise
dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition
(whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate
of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the
filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange
Act in respect of, any debt securities issued or guaranteed by the Company (other than the Securities) or publicly announce an
intention to effect any such transaction for a period commencing on the date hereof and ending on the Closing Date.
(j)
The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be
expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Securities.
11
(k)
The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction
and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary
Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii)
the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of
such copies of the Registration Statement, each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus,
and all amendments or supplements to any of them, as may, in each case, be reasonably requested by the Underwriters for use in
connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery
of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of
the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements
or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of
the Securities under the Exchange Act; (vi) any registration or qualification of the Securities for offer and sale under the securities
or blue sky laws of the several states (including filing fees and the reasonable fees and reasonable and documented out-of-pocket
expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made
with the Financial Industry Regulatory Authority, Inc. (including filing fees and the reasonable fees and reasonable and documented
out-of-pocket expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses
incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities;
(ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special
counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder;
provided that the amount of fees and costs to be paid by the Company pursuant to subclauses (vi) and (vii) herein shall not exceed
$25,000 in the aggregate.
6. Conditions
to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities, as described in Section
2 above, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as
of the Initial Sale Time, the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following
additional conditions:
(a)
The Final Prospectus, and any amendment or supplement thereto, have been filed with the Commission in the manner and within the
time period required by Rule 424(b); the final term sheet contemplated by Section 5(b) hereto, and any other material required
to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable
time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement
or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened
and any request of the Commission for additional information (to be included in the Registration Statement or the Final Prospectus
or otherwise with respect to the offering of the Securities) shall have been complied with in all material respects.
(b)
The Company shall have requested and caused Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company, to have furnished
to the Representatives their opinion or opinions and negative assurance letter, each dated the Closing Date and addressed to the
Representatives, in substantially the form reasonably agreed to by the Representatives.
(c)
The Representatives shall have received from Ropes & Gray LLP, counsel for the Underwriters, their negative assurance letter
and opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to such matters as the Representatives
may reasonably request, and the Company shall have furnished to such counsel such documents as they reasonably request for the
purpose of enabling them to pass upon such matters.
12
(d)
The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board, Chief
Executive Officer, any Co-President or any Executive Vice President and the Chief Financial Officer or Chief Accounting Officer
of the Company, dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Registration
Statement, the Disclosure Package, the Final Prospectus and any supplements or amendments thereto, as well as each electronic
road show, if any, used in connection with the offering of the Securities, and this Agreement and that:
(i)
the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the
same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions
on its part to be performed or satisfied at or prior to the Closing Date;
(ii)
no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and
no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and
(iii)
since the date of the most recent financial statements included or incorporated by reference in the Preliminary Prospectus and
the Final Prospectus (exclusive of any amendment or supplement thereto), there has been no Material Adverse Effect, except as
set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).
(e)
At the Execution Time, the Representatives shall have received from PricewaterhouseCoopers LLP, independent registered public
accountants for the Company, a letter, dated the Execution Time and addressed to the Underwriters, in form and substance satisfactory
to the Representatives, with respect to the audited and unaudited financial statements and certain other financial information
of the Company, contained or incorporated by reference in the Registration Statement and the Preliminary Prospectus.
(f)
On the Closing Date, the Representatives shall have received from PricewaterhouseCoopers LLP, independent registered public accountants
for the Company, a letter, dated the Closing Date and addressed to the Underwriters, in form and substance satisfactory to the
Representatives, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (e)
of this Section 6, except that the letter will refer to the Final Prospectus and the specified date referred to therein for the
carrying out of procedures shall be no more than three business days prior to the Closing Date.
(g)
At the Execution Time, the Company shall have furnished to the Representatives a certificate of the Company, signed by the Chief
Accounting Officer of the Company, in substantially the form reasonably agreed to by the Representatives.
(h)
Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement, the
Preliminary Prospectus and the Final Prospectus (in each case, exclusive of any amendment or supplement thereto), there shall
not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) or (f) of this Section
6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise),
earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions
in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus
(exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is,
in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with
the offering or delivery of the Securities as contemplated by the Registration Statement, the Preliminary Prospectus and the Final
Prospectus (in each case, exclusive of any amendment or supplement thereto).
13
(i)
Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities
by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62) under
the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any
such rating that either indicates a negative change or does not indicate the direction of the possible change.
(j)
Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and
documents as the Representatives may reasonably request.
If
any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters
hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall
be given to the Company promptly in writing or by telephone confirmed in writing.
The
documents required to be delivered by this Section 6 shall be delivered at the office of Ropes & Gray LLP, counsel for the
Underwriters, at 1211 Avenue of the Americas, New York, NY 10036, on the Closing Date.
7. Reimbursement
of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition
to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to
Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or
comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the
Underwriters severally through BofA Securities, Inc. on demand for all reasonable and documented out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and
sale of the Securities.
14
8. Indemnification
and Contribution.
(a)
The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under
the Act, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within
the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several,
to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation,
at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement
for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus, any Preliminary
Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus, any Issuer Free Writing
Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 5(b) hereto,
any electronic road show, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not
misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other documented out-of-pocket
expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf
of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only
such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.
This indemnity agreement will be in addition to any liability which the Company may otherwise have.
(b)
Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its
officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or
the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference
to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives
specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition
to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth (i) in the last
paragraph of the cover page regarding delivery of the Securities and, (ii) under the heading “Underwriting”, (A) the
first paragraph, (B) the list of Underwriters and their respective participation in the sale of the Securities, (C) the third
paragraph related to concessions and reallowances, (D) the sixth, seventh and eighth paragraphs related to stabilization and syndicate
covering transactions and (E) the second and third sentences of the ninth paragraph related to market-making in any Preliminary
Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters
for inclusion in any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus.
(c)
Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying
party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve
the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph
(a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the
indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by
the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent
the indemnified party in an action, the indemnified party shall have the right to employ one separate counsel (and up to one additional
local counsel), and the indemnifying party shall bear the reasonable fees and documented out-of-pocket costs and expenses of such
separate counsel if (A) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest, (B) the actual or potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying
party, (C) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution of such action or (D) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment
with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless
such settlement, compromise or consent includes (i) an unconditional release of each indemnified party from all liability arising
out of such claim, action, suit or proceeding; and (ii) does not include an admission of fault, culpability or failure to act,
by or on behalf of any indemnified party.
15
(d)
In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless
an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other documented out-of-pocket expenses reasonably incurred in connection with investigating
or defending the same) (collectively “Losses”) to which the Company and one or more of the Underwriters may be subject
in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters
on the other from the offering of the Securities; provided, however, that in no case shall any Underwriter (except
as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount
in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If
the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters
severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which
resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed
to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the
Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the
cover page of the Final Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue
or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters
agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation
which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph
(d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls
an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter
shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director
of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions
of this paragraph (d).
9. Default
by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its
or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in
the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears
to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities
which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event
that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase
shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Underwriters shall
have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting
Underwriters do not exercise such right and purchase all the Securities, this Agreement will terminate without liability to any
nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing
Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that
the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any
nondefaulting Underwriter for damages occasioned by its default hereunder.
16
10. Termination.
This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company
prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) trading in the Company’s
Common Stock shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on
the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such
exchange, (ii) a banking moratorium shall have been declared either by Federal, New York State or California authorities, (iii)
a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or
(iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency
or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the
Representatives, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the
Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto).
11. Representations
and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors,
employees, affiliates, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment
for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.
12. Patriot
Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including
the Company, which information may include the name and address of their respective clients, as well as other information that
will allow the Underwriters to properly identify their respective clients.
13. Notices.
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered, telefaxed or e-mailed to (i) BofA Securities, Inc., 114 West 47th Street, NY8-114-07-01, New York, New York
10036, Attention: High Grade Debt Capital Markets Transaction Management/Legal, Facsimile: (212) 901-7881, (ii) HSBC Securities
(USA) Inc., 66 Hudson Boulevard, New York, New York 10001, Attention: DCM Legal Americas, Facsimile: (646) 366-3229, Email: dcmlegalamericas@us.hsbc.com
and (iii) Wells Fargo Securities, LLC, 550 South Tryon Street, Charlotte, North Carolina 28202, Attention: Transaction Management,
Facsimile: (704) 410-0326, Email: tmgcapitalmarkets@wellsfargo.com, with a copy, which shall not constitute notice, to Ropes &
Gray LLP, 1211 Avenue of the Americas, New York, New York 10036, Attention: Paul Tropp, Esq., or, if sent to the Company, will
be mailed, delivered, telefaxed or e-mailed to Franklin Resources, Inc., One Franklin Parkway, San Mateo, California, 94403, Attention:
Senior Associate General Counsel, Beth O’Malley, Email: ___________________, with a copy to ___________________
and ____________________, and with a further copy, which shall not constitute notice, to Skadden, Arps,
Slate, Meagher & Flom LLP, One Manhattan West, New York, New York 10001, Attention: Michael P. Reed.
17
14. 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.
For
the purposes of this Section 14:
“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.
18
15. Bail-in
Powers. Notwithstanding any other term of this Agreement or any other agreement, arrangement, or understanding between the
Covered Underwriters and the Company, the Company acknowledges, accepts, and agrees to be bound by:
(a)
The effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each Covered
Underwriter to the Company under this Agreement, that (without limitation) may include and result in any of the following, or
some combination thereof: (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon, (ii)
the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant
Covered Underwriter or another person (and the issue to or conferral on the Company of such shares, securities or obligations),
(iii) the cancellation of the BRRD Liability and (iv) the amendment or alteration of any interest, if applicable, thereon, the
maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and
(b)
The variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the
exercise of Bail-in Powers by the Relevant Resolution Authority.
For
purposes of this Section 15:
“Bail-in
Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time
implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation
Schedule from time to time.
“Bail-in
Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation.
“BRRD”
means Directive 2014/59/EU, as amended, establishing a framework for the recovery and resolution of credit institutions and investment
firms.
“Covered
Underwriter” means any Underwriter subject to the Bail-in Legislation.
“EU
Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association
(or any successor person) from time to time at https://www.lma.eu.com/documents-guidelines/eu-bail-legislation-schedule.
“BRRD
Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable
Bail-in Legislation.
“Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the
relevant Covered Underwriter.
19
16. United
Kingdom Bail-in Powers. Notwithstanding any other term of this Agreement or any other agreements, arrangements, or understanding
between any relevant Underwriter and the Company, the Company acknowledges, accepts, and agrees to be bound by:
(a)
The effect of the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability
of any relevant Underwriter to the Company under this Agreement, that (without limitation) may include and result in any of the
following, or some combination thereof: (i) the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts
due thereon, (ii) the conversion of all, or a portion, of the UK Bail-in Liability into shares, other debt securities or other
obligations of any relevant Underwriter or another person (and the issue to or conferral on the Company of such shares, securities
or obligations), (iii) the cancellation of the UK Bail-in Liability and (iv) the amendment or alteration of any interest, if applicable,
thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and
(b)
The variation of the terms of this Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the
exercise of UK Bail-in Powers by the relevant UK resolution authority.
For
the purposes of this Section 16:
“UK
Bail-in Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the
United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their
affiliates (otherwise than through liquidation, administration or other insolvency proceedings).
“UK
Bail-in Powers” means the powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person
that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a
liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability
into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is
to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.
“UK
Bail-in Liability” means a liability in respect of which the UK Bail-in Powers may be exercised.
17. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers,
directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right
or obligation hereunder.
18. No
Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement
is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through
which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company
and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering
is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for
making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently
advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered
advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such
transaction or the process leading thereto.
20
19. Integration;
Entire Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the
Company and the Underwriters, or any of them, with respect to the subject matter hereof.
20. Applicable
Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.
21. Waiver
of Jury Trial. The Company and each of the Underwriters hereby irrevocably waive, 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.
22. Counterparts.
This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together
shall constitute one and the same agreement. The words “execute,” “signed,” “signature,” and
words of like import in this Agreement, or in any other certificate, agreement or document related to this Agreement, if any,
shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation,
“pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign,
AdobeSign and any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the
Electronic Signatures and Records Act or other applicable law). The use of electronic signatures and electronic records (including,
without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means)
shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping
system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any
state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
23. Headings.
The section headings used herein are for convenience only and shall not affect the construction hereof.
24. Definitions.
The terms that follow, when used in this Agreement, shall have the meanings indicated.
“Act”
shall mean the Securities Act of 1933, as amended and the rules and regulations of the Commission promulgated thereunder.
“Base
Prospectus” shall mean the prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the
Effective Date.
“Business
Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.
“Commission”
shall mean the Securities and Exchange Commission.
21
“Disclosure
Package” shall mean (i) the Preliminary Prospectus, as amended and supplemented to the Initial Sale Time, (ii) the Issuer
Free Writing Prospectuses, if any, identified in Schedule II hereto, (iii) the final term sheet prepared and filed pursuant to
Section 5(b) hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing
to treat as part of the Disclosure Package.
“Effective
Date” shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto
became or becomes effective.
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder.
“Execution
Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.
“Final
Prospectus” shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b)
after the Execution Time, together with the Base Prospectus.
“Free
Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.
“Initial
Sale Time” shall mean 3:50 p.m. (Eastern time) on the date of this Underwriting Agreement.
“Issuer
Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.
“Preliminary
Prospectus” shall mean any preliminary prospectus supplement to the Base Prospectus, which describes the Securities and
the offering thereof which is used prior to the filing of the Final Prospectus, together with the Base Prospectus.
“Registration
Statement” shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements,
as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing
Date, shall also mean such registration statement as so amended.
“Rule
158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”,
“Rule 424”, “Rule 430B”, “Rule 433”, “Rule 456” and “Rule 457” refer
to such rules under the Act.
“Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, as amended and the rules and regulations of the Commission promulgated
thereunder.
“Well-Known
Seasoned Issuer” shall mean a well-known seasoned issuer, as defined in Rule 405.
22
If
the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.
Very truly yours,
Franklin Resources, Inc.
By:
/s/ Matthew Nicholls
Name:
Matthew Nicholls
Title:
Co-President, Chief Financial Officer and Chief Operating Officer
[Signature Page to
Underwriting Agreement]
The
foregoing Agreement is hereby confirmed and accepted as of the date first written above.
By:
BofA Securities, Inc.
By:
/s/ Zara Kwan
Name:
Zara Kwan
Title:
Managing Director
By:
HSBC Securities (USA) Inc.
By:
/s/ Patrice Altongy
Name:
Patrice Altongy
Title:
Managing Director
By:
Wells Fargo Securities, LLC
By:
/s/ Carolyn Hurley
Name:
Carolyn Hurley
Title:
Managing Director
For themselves
and the other several Underwriters, if any, named in Schedule I to the foregoing Agreement.
[Signature Page to
Underwriting Agreement]
SCHEDULE
I
Underwriters
Principal Amount of
Securities
to be Purchased
BofA Securities Inc.
$ 172,500,000
HSBC Securities (USA) Inc.
$ 172,500,000
Wells Fargo Securities, LLC
$ 90,000,000
Citigroup Global Markets Inc.
$ 52,500,000
J.P. Morgan Securities LLC
$ 52,500,000
Mizuho Securities USA LLC
$ 37,500,000
RBC Capital Markets, LLC
$ 37,500,000
Barclays Capital Inc.
$ 30,000,000
Goldman Sachs & Co. LLC
$ 30,000,000
Morgan Stanley & Co. LLC
$ 30,000,000
BNY Mellon Capital Markets, LLC
$ 15,000,000
Independence Point Securities LLC
$ 15,000,000
M&T Securities, Inc.
$ 15,000,000
Total
$ 750,000,000
SCHEDULE
II
Schedule of Free Writing Prospectuses
included in the Disclosure Package
1. Final
term sheet as prepared pursuant to Section 5(b) hereto and filed as an Issuer Free Writing
Prospectus by the Company with the Commission on August 5, 2026.
SCHEDULE
III
Issuer
Free Writing Prospectus filed pursuant to Rule 433
relating to the Preliminary Prospectus Supplement dated
August 5, 2026 and the Prospectus dated February 5, 2025
Registration Statement No. 333-284711
Dated: August 5, 2026
$750,000,000
5.500% Notes due 2036
PRICING TERM SHEET
August 5, 2026
This pricing term sheet
relates to the notes referenced above (the “Notes”) and should be read together with the preliminary prospectus supplement
dated August 5, 2026 and the prospectus dated February 5, 2025 (including the documents incorporated by reference therein)
relating to the Notes offering before making a decision in connection with an investment in the Notes. Terms used but not defined
herein have the meanings ascribed to them in the preliminary prospectus supplement.
Issuer:
Franklin
Resources, Inc.
Security
Title:
5.500%
Notes due 2036
Offering
Format:
SEC
Registered
Expected
Ratings:*
A2 (Stable) (Moody’s)
A (Stable) (S&P)
Trade
Date:
August 5,
2026
Settlement
Date:**
August 10,
2026 (T+3)
Principal
Amount:
$750,000,000
Maturity
Date:
August
10, 2036
Coupon:
5.500%
Interest
Payment Dates:
February
10 and August 10, commencing February 10, 2027
Interest
Record Dates:
February
1 and August 1
Price
to Public:
99.137%
Benchmark
Treasury:
4.375%
due May 15, 2036
Benchmark
Treasury Price and Yield:
98-04
¼ / 4.614%
Spread
to Benchmark Treasury:
+100
bps
Yield
to Maturity:
5.614%
Proceeds
(after underwriting discount and before estimated expenses) to the Issuer:
$738,652,500
(98.487% of principal amount)
Optional
Redemption:
Prior to May 10, 2036 (three
months prior to the maturity date of the Notes) (the “Par Call Date”), we may redeem the Notes at our option,
in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal
amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on
the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of
the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption
date of the Notes.
On or after the Par
Call Date, we may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal
to 100% of the principal amount of the Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon,
if any, to, but excluding, the redemption date of the Notes.
Make-Whole
Call:
T+15
bps
Day
Count:
30/360
Minimum
Denomination / Multiples:
$2,000
/ $1,000
CUSIP:
354613
AN1
ISIN:
US354613AN11
Joint
Book-Running Managers:
BofA Securities, Inc.
HSBC Securities (USA) Inc.
Wells Fargo Securities, LLC
Citigroup Global Markets
Inc.
J.P. Morgan Securities LLC
Mizuho Securities USA LLC
RBC Capital Markets, LLC
Co-Managers:
Barclays Capital Inc.
Goldman Sachs & Co. LLC
Morgan Stanley & Co.
LLC
BNY Mellon Capital Markets,
LLC
Independence Point Securities
LLC
M&T Securities, Inc.
* A
securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.
** It
is expected that delivery of the Notes will be made against payment therefor on or about
August 10 2026, which will be the third business day following the date hereof (this
settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities
Exchange Act of 1934, trades in the secondary market generally are required to settle
in one business day, unless the parties to a trade expressly agree otherwise. Accordingly,
purchasers who wish to trade the Notes on any day prior to one business day before delivery
will be required, by virtue of the fact that the Notes initially will settle T+3, to
specify alternative settlement arrangements at the time of any such trade to prevent
a failed settlement and should consult their own advisors.
The Issuer has filed a registration
statement (including a prospectus and related prospectus supplement) with the Securities and Exchange Commission (“SEC”)
for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement
and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may
get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter
or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement for this offering
if you request it by calling BofA Securities, Inc. at 1-800-294-1322, HSBC Securities (USA) Inc. at 1-866-811-8049 or Wells Fargo
Securities, LLC at 1-800-645-3751.
Any disclaimers or other notices
that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were
automatically generated as a result of this communication being sent via Bloomberg or another e-mail system.
EX-4.2
EX-4.2
Filename: e26341_ex4-2.htm · Sequence: 3
Exhibit 4.2
FRANKLIN
RESOURCES, INC.
Officer’s
Certificate
Establishing the Terms of the
5.500% Notes due 2036
The
undersigned, Matthew Nicholls, Co-President, Chief Financial Officer and Chief Operating Officer of Franklin Resources, Inc. (the
“Company”), a Delaware corporation, hereby certifies on behalf of the Company pursuant to Sections 2.01, 3.01,
3.03 and 15.01 of the Indenture, dated as of October 6, 2020 (the “Indenture”), between the Company and The
Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as follows:
1. The
Indenture has been duly and validly authorized, executed and delivered by the Company.
2. The
issuance of a series of Securities designated as 5.500% Notes due 2036 in an initial
aggregate principal amount of $750,000,000 (the “Notes”) has been approved
and authorized in accordance with the provisions of the Indenture pursuant to resolutions
of the Board of Directors. The terms of the Notes shall be as follows:
a. The
title of the Notes shall be the “5.500% Notes due 2036.”
b. The
aggregate principal amount of Notes which may be authenticated and delivered under the
Indenture is initially limited to $750,000,000 (except for Notes authenticated and delivered
upon transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections
3.04, 3.06, 4.06 or 13.05 of the Indenture).
c. The
Notes will mature on August 10, 2036.
d. The
Notes will bear interest at the annual rate of 5.500%. Interest on the Notes will accrue
from August 10, 2026 or from the most recent interest payment date to which interest
has been paid or provided for and will be payable semi-annually in arrears on February
10 and August 10 of each year, commencing February 10, 2027, to the Holders in whose
names the Notes are registered at the close of business on the immediately preceding
February 1 and August 1, respectively, subject to certain exceptions set forth in the
form of the Notes attached hereto as Exhibit A. The amount of interest payable on the
Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
e. The
Notes shall be redeemable, in whole or in part, at the option of the Company at any time
as described in Exhibit A, and are not subject to a sinking fund.
f. The
Notes will be the unsecured and unsubordinated obligations of the Company and will rank
equal in right of payment to all other unsubordinated indebtedness of the Company.
g. Payments
of principal of, premium, if any, or interest with respect to the Notes shall be made
in such coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts.
h. The
Notes are issuable in fully registered form only, in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.
i. The
Notes shall be dischargeable and defeasible, in whole or in part, pursuant to the terms
of the Indenture, including, without limitation, Sections 11.01 and 11.02 of the Indenture.
j. The
Notes will initially be issued in the form of two Global Securities registered in the
name of Cede & Co., as nominee of The Depository Trust Company. The Depository Trust
Company shall serve as the Depositary for such Global Securities.
k. The
Notes shall have such additional terms and provisions as are set forth in Exhibit A hereto,
all of which terms and provisions are incorporated by reference in and made a party of
this Officer’s Certificate as if set forth in full herein.
3. Attached
hereto as Exhibit A is a true, correct and complete specimen of the form of the Notes,
which complies with the resolutions of the Board of Directors referred to above and which
establishes the form and terms of the Notes as required by Sections 2.01 and 3.01 of
the Indenture.
4. The
Trustee shall initially be appointed as the Paying Agent and Registrar with respect to
the Notes.
5. I
have read and reviewed the relevant provisions of the Indenture including, but not limited
to Sections 2.01, 3.01 and 15.01 of the Indenture and the definitions set forth in the
Indenture as to terms used in those sections, setting forth the conditions relating to
the authentication and delivery by the Trustee of the Notes and such other documents,
certificates and corporate or other records as I have deemed necessary or appropriate
to enable me to express an informed opinion as to whether such covenants or conditions
have been complied with. Based on the foregoing, in my opinion, (i) I have made such
examination or investigation as is necessary for me to express an informed opinion as
to whether the covenants and conditions precedent to the execution by the Company and
authentication and delivery by the Trustee of the Notes have been complied with and (ii)
all such covenants and conditions precedent to the issuance by the Company and the authentication
and delivery by the Trustee of the Notes, as requested in the Company Order, dated as
of the date hereof, pursuant to which the Company has requested that the Trustee authenticate
and deliver the Notes, have been complied with in accordance with the terms of the Indenture.
Capitalized
terms used herein without definition shall have the respective meanings ascribed to such terms in the Indenture.
[Signature
page follows]
2
IN WITNESS
WHEREOF, the undersigned has executed this Certificate on August 10, 2026.
FRANKLIN RESOURCES, INC.
By:
/s/ Matthew Nicholls
Name:
Matthew Nicholls
Title:
Co-President, Chief Financial Officer and Chief Operating Officer
EXHIBIT
A
Form
of Note
THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY
OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF
THIS SECURITY FOR ALL PURPOSES.
UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR BY THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK,
NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY,
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
1
FRANKLIN
RESOURCES, INC.
5.500%
Notes due 2036
Certificate
No. [●]
CUSIP: 354613
AN1
ISIN: US354613AN11
Interest Payment Dates:
February 10 and August 10 of each year, commencing February 10, 2027
Record Dates: February
1 and August 1 preceding each Interest Payment Date
Interest Rate: 5.500% per
annum
Original
Issue Date: [●]
Maturity
Date: August 10, 2036
FRANKLIN
RESOURCES, INC., a Delaware corporation (the “Company”), for value received, hereby promises to pay to CEDE
& CO., as nominee of The Depositary Trust Company (the “Depositary”), or registered assigns, the principal
sum of [●] ($[●]) on the Maturity Date specified above or upon earlier redemption or repayment at the Corporate Trust
Office, or such other location or locations as may be provided for pursuant to the Indenture referred to herein, in such coin,
currency or currency unit specified above as at the time of payment shall be legal tender for the payment of public and private
debts, and to pay interest semi-annually on the Interest Payment Dates in each year and on the Maturity Date or upon earlier redemption
or repayment; commencing on February 10, 2027 on said principal sum at the Interest Rate specified above from the most recent
date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from the Original
Issue Date, until the principal hereof becomes due and payable. If any Interest Payment Date, the Maturity Date or a date fixed
for redemption or repayment is not a Business Day (as hereinafter defined), then the related payment of interest and/or principal
on such date shall be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment
Date, Maturity Date or on the date fixed or redemption or repayment, as the case may be, and no further interest shall accrue
in respect of the delay.
For purposes
of this Note, “Business Day” means any day other than (i) a Saturday or Sunday, or (ii) a day that in the Borough
of Manhattan, New York City is either a legal holiday or a day on which the federal or state banking institutions located therein
are authorized or obligated by law, executive order or regulation to close.
The interest
so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Holder in whose name this
Note (or one or more predecessor Notes) is registered at the close of business on the Record Date (whether or not a Business Day)
immediately preceding such Interest Payment Date and interest payable on the Maturity Date or upon earlier redemption or repayment
will be payable to the Holder to whom principal is payable, except that, if this Note is issued between a Record Date and the
initial Interest Payment Date relating to such Record Date, interest for the period beginning on the Original Issue Date and ending
on such initial Interest Payment Date shall be paid to the Holder to whom this Note shall have been originally issued. Payment
of principal, interest and premium, if any, on this Note will be made, if at maturity or upon earlier redemption or repayment,
on the Maturity Date or the date fixed for redemption or repayment, as applicable, upon surrender of this Note at the office of
the Paying Agent. All such payments shall be made in immediately available funds, provided that this Note is presented to the
Paying Agent in time for the Trustee to make such payments in such funds in accordance with its normal procedures. Payment of
interest on this Note (other than interest paid on the Maturity Date or upon earlier redemption or repayment) will be made by
wire transfer to the Holder entitled thereto appearing on the register for the Notes on the applicable Record Date; provided that
such Holder shall have designated such account by written notice to the Trustee no later than the Record Date preceding the applicable
Interest Payment Date. Notwithstanding the foregoing, payments of principal, interest and premium, if any, on Global Securities
shall be made in accordance with the Depositary’s procedures. Any interest not punctually paid or duly provided for shall
be payable as provided in the Indenture referred to on the reverse hereof.
2
Initially,
The Bank of New York Mellon Trust Company, N.A., a national banking association, shall act as Paying Agent and Registrar with
respect to the Notes. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice, other than
notice to the Trustee.
Interest
will be computed on the basis of a 360-day year of twelve 30-day months.
REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.
This Note
shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed
by or on behalf of the Trustee under the Indenture referred to on the reverse hereof.
AGENCY
FOR TRANSFER, EXCHANGE AND PAYMENT: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
IN WITNESS
WHEREOF, the Company has caused this instrument to be signed in its name by its duly authorized officers.
3
Dated:
FRANKLIN RESOURCES, INC.
By:
Name:
Title:
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This is
one of the Securities of the series designated therein referred to in the within- mentioned Indenture.
The Bank of New York Mellon Trust Company, N.A., as Trustee
By:
Authorized Signatory
Date of authentication:
REVERSE
OF NOTE
5.500%
Notes due 2036
This Note
is one of a duly authorized issue of a series of notes of the Company (hereinafter called the “Securities”)
of the series hereinafter specified, all issued or to be issued under and pursuant to an indenture dated as of October 6, 2020
(the “Indenture”), duly executed and delivered by the Company to The Bank of New York Mellon Trust Company,
N.A., as trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders. The Securities may be issued in one or more series, which different series (and which securities issued
within each series) may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if
any) at different rates, may be subject to different redemption or repayment provisions (if any), may be subject to different
sinking fund, amortization or analogous provisions (if any), may be subject to different Events of Default (as defined in the
Indenture) and may otherwise vary as in the Indenture provided.
This Note
is one of a series designated as “5.500% Notes due 2036” (the “Notes”) of the Company, initially
limited in aggregate principal amount to $750,000,000. The Company may, from time to time, without the consent of the Holders
of the Notes issue additional Securities under the Indenture having the same terms (other than the issue date, the public offering
price and, if applicable, the initial interest payment date and initial interest accrual date) and with the same CUSIP number
as the Notes in an unlimited aggregate principal amount, provided that no such additional Notes may be issued with the same CUSIP
number unless such Notes will be issued pursuant to a “qualified reopening” of the Notes, are otherwise treated as
part of the same “issue” of debt securities as the Notes or are issued with less than a de minimis amount
of original issue discount, in each case for U.S. federal income tax and securities law purposes. Any additional Securities having
those similar terms, together with the previously issued Notes, will constitute a single series of Securities under the Indenture.
This Note
is the unsecured and unsubordinated obligation of the Company and ranks equal in right of payment to all other unsubordinated
indebtedness of the Company. The Notes will be issuable in fully registered form only, in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.
In case
an Event of Default with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared, and
upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in
the Indenture.
This Note
is not subject to any sinking fund.
Optional Redemption
Prior
to the Par Call Date (as defined herein), the Company may redeem the Notes at its option, in whole or in part, at any time and
from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal
to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption,
and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon, if
any, to but excluding, the redemption date.
R-1
On or
after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption
price equal to 100% of the principal amount of the Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon,
if any, to, but excluding, the redemption date of the Notes.
“Par
Call Date” means May 10, 2036 (the date that is three months prior to the maturity date of the Notes).
“Treasury
Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following
two paragraphs. “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company.
The Treasury
Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities
are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption
date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical
release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)
- H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury
constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury
Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period
from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant
maturity on H.15 exactly equal to the Remaining Life, the two yields–one yield corresponding to the Treasury constant maturity
on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than
the Remaining Life–and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days)
using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15
shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining
Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have
a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption
date.
If on
the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury
Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the
second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that
is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date
but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with
a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select
the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury
securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding
sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security
that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at
11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual
yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices
(expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and
rounded to three decimal places.
R-2
The Company’s
actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest
error. The Trustee shall have no obligation to determine, or to verify the Company’s calculations of, the redemption price.
Notice
of any redemption will be mailed or electronically delivered by the Company or, at the Company’s request, by the Trustee
in the Company’s name and at the Company’s expense, at least 10 days but not more than 60 days before the redemption
date to each Holder of the Notes. On or prior to 11:00 a.m., New York City time, on a redemption date, the Company will deposit
with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued and unpaid interest on the Notes
to be redeemed on that date. In the case of a partial redemption, selection of the Notes for redemption will be made by lot. No
Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice
of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in
a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender
for cancellation of the original Note. For so long as the Notes are held by The Depository Trust Company, the redemption of the
Notes shall be done in accordance with the policies and procedures of The Depository Trust Company.
Unless
the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the
Notes or portions thereof called for redemption.
Miscellaneous
The Notes
are subject to the discharge and defeasance provisions set forth in the Indenture, including, without limitation, Section 11.01
and Section 11.02 of the Indenture.
The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the Securities
at the time Outstanding of each series to be affected.
Upon due
presentment for registration of transfer of this Note at the office of the Paying Agent or at such other office or agency as is
designated by the Company, a new Note or Notes of authorized denominations for like aggregate principal amount and like tenor
will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except
for any tax or other governmental charge imposed in connection therewith; provided, however, that this Note is exchangeable
only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Note or if at
any time the Depositary ceases to be eligible or in good standing under the Exchange Act, or other applicable statutes or regulations,
and the Company does not appoint a successor Depositary within 90 days after the Company received such notice or becomes aware
of such ineligibility or lack of good standing or (ii) the Company in its sole discretion determines that this Note shall be exchanged
for certificated Notes in definitive form, provided that the definitive Notes so issued in exchange for this Note shall be in
authorized denominations and be of like aggregate principal amount and tenor and terms as the portion of this Note to be exchanged.
The Company
will pay any administrative costs imposed by banks in connection with making payments on this Note by wire transfer, but any tax,
assessment or governmental charge imposed upon payments will be borne by the Holder hereof.
R-3
The Company,
the Trustee and any agent of the Company or the Trustee shall deem and treat the registered Holder hereof as the absolute owner
of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon)
for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and subject to the provisions
on the face hereof, interest hereon, and for all other purposes, and neither the Company nor the Trustee nor any agent of the
Company or the Trustee shall be affected by any notice to the contrary.
No recourse
under or upon any obligation, covenant or agreement contained in the Indenture or in any Note, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, partner, stockholder, other equity holder, officer, director, employee
or controlling person, as such, of the Company or of any predecessor or successor entity, either directly or through the Company
or any predecessor or successor entity, under any rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.
Undefined
terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture.
THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
R-4
ABBREVIATIONS
The following
abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM — as tenants
in common
TEN ENT — as tenants
by the entireties
JT TEN — as joint
tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT —
Custodian
(Cust) (Minor)
under Uniform Gifts
to Minors Act
(State) Additional abbreviations
may also be used though not in the above list
FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto
PLEASE INSERT TAXPAYER IDENTIFICATION
NUMBER OF ASSIGNEE
PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
the
within Note of FRANKLIN RESOURCES, INC. and hereby does irrevocably constitute and appoint
Attorney to transfer the said
Note on the books of the within-named Company, with full power of substitution in the premises.
Dated
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular,
without alteration or enlargement or any change whatever.
R-5
EX-5.1
EX-5.1
Filename: e26341_ex5-1.htm · Sequence: 4
Exhibit 5.1
Skadden,
Arps, Slate, Meagher & Flom llp
One
manhattan west
new
york, NY 10001
________
TEL: (212) 735-3000
FAX: (212) 735-2000
FIRM/AFFILIATE OFFICES
-----------
www.skadden.com
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
-----------
ABU DHABI
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
August 10, 2026
SEOUL
SINGAPORE
TOKYO
TORONTO
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, California 94403
Re: Franklin
Resources, Inc.
Registration Statement on Form S-3 (File No. 333-284711)
Ladies and Gentlemen:
We have acted
as special United States counsel to Franklin Resources, Inc., a Delaware corporation (the “Company”), in connection
with the public offering of $750,000,000 aggregate principal amount of the Company’s 5.500% Notes due 2036 (the “Notes”)
to be issued under the Indenture, dated as of October 6, 2020 (the “Indenture”), between the Company and
The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”), as supplemented
by the Indenture Officer’s Certificate, dated as of the date hereof (as defined below).
This opinion
letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities
Act of 1933 (the “Securities Act”).
In rendering
the opinion stated herein, we have examined and relied upon the following:
(a) the
registration statement on Form S-3ASR (File No. 333-284711) of the Company relating to debt securities and other securities
of the Company filed on February 5, 2025 with the Securities and Exchange Commission (the “Commission”)
under the Securities Act, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under
the Securities Act (the “Rules and Regulations”), including the information deemed to be a part of the registration
statement pursuant to Rule 430B of the Rules and Regulations (such registration statement being hereinafter referred to as
the “Registration Statement”);
Franklin Resources, Inc.
August 10, 2026
Page 2
(b) the prospectus, dated February 5, 2025 (the “Base Prospectus”), which forms a part of and is included
in the Registration Statement;
(c) the preliminary prospectus supplement, dated August 5, 2026 (together with the Base Prospectus, the “Preliminary
Prospectus”), relating to the offering of the Notes, in the form filed with the Commission pursuant to Rule 424(b)
of the Rules and Regulations;
(d) the
prospectus supplement, dated August 5, 2026 (together with the Base Prospectus, the “Prospectus”), relating
to the offering of the Notes, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(e) an executed copy of the Underwriting Agreement, dated August 5, 2026 (the “Underwriting Agreement”),
among the Company and BofA Securities, Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC, as representatives of
the several Underwriters named therein (the “Underwriters”), relating to the sale by the Company to the Underwriters
of the Notes;
(f) an
executed copy of the Indenture;
(g) an
executed copy of a certificate for the Company pursuant to Section 15.01 of the Indenture of Matthew Nicholls, Co-President,
Chief Financial Officer and Chief Operating Officer of the Company, dated the date hereof (the “Indenture Officer’s
Certificate”);
(h) the
global certificates evidencing the Notes, executed by the Company and registered in the name of Cede & Co. (the “Note
Certificates”), delivered by the Company to the Trustee for authentication and delivery;
(i) an
executed copy of a certificate of Thomas C. Merchant, Executive Vice President, General Counsel and Secretary of the Company,
dated the date hereof (the “Secretary’s Certificate”);
(j) a
copy of the Company’s Certificate of Incorporation, as amended, certified by the Secretary of State of the State of Delaware as
of February 3, 2026, and certified pursuant to the Secretary’s Certificate as being in effect on the date of the resolutions referred
to below and as of the date hereof;
(k) a
copy of the Company’s Amended and Restated Bylaws, certified pursuant to the Secretary’s Certificate as being in effect as
of July 21, 2026 and the date hereof;
(l) a
copy of the Company’s Amended and Restated Bylaws, certified pursuant to the Secretary’s Certificate as being in effect
as of February 4, 2025;
Franklin Resources, Inc.
August 10, 2026
Page 3
(m) a
copy of the Company’s Amended and Restated Bylaws, certified pursuant to the Secretary’s Certificate as being in effect
as of October 6, 2020; and
(n) copies
of certain resolutions of the Board of Directors of the Company, adopted on October 6, 2020, February 4, 2025 and July 21,
2026, and certain resolutions of the Note Offering Committee thereof, adopted on August 5, 2026, certified pursuant to the Secretary’s
Certificate;
We have also
examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements,
certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and
such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below.
In our examination,
we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural
persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents
submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies.
As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements
and representations of officers and other representatives of the Company and others and of public officials, including the facts
and conclusions set forth in the Secretary’s Certificate, the Indenture Officer’s Certificate and the factual representations
and warranties contained in the Underwriting Agreement.
We do not
express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York and (ii) the
General Corporation Law of the State of Delaware (the “DGCL”) (all of the foregoing being referred to as “Opined-on
Law”).
As used herein,
“Transaction Documents” means the Underwriting Agreement, the Indenture and the Note Certificates.
Based upon
the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Note Certificates
have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under
the DGCL, and when duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance
with the terms of the Underwriting Agreement and the Indenture, the Note Certificates will constitute valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms under the laws of the State of New York.
Franklin Resources, Inc.
August 10, 2026
Page 4
The opinion
stated herein is subject to the following assumptions and qualifications:
(a) we
do not express any opinion with respect to the effect on the opinion stated herein of any bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally,
and the opinion stated herein is limited by such laws and governmental orders and by general principles of equity (regardless
of whether enforcement is sought in equity or at law);
(b) we do not express any opinion with respect to any law, rule, regulation or order that is applicable to any party to any
of the Transaction Documents or the transactions contemplated thereby solely because such law, rule, regulation or order is part
of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations
of such party or such affiliates;
(c) except
to the extent expressly stated in the opinion contained herein, we have assumed that each of the Transaction Documents constitutes
the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with
its terms;
(d) we
do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating
to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other
provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules,
regulations or orders, or to the extent any such provision purports to waive or alter, or has the effect of waiving or altering,
any statute of limitations;
(e) we do not express any opinion as to whether the execution or delivery of any Transaction Document by the Company, or the
performance by the Company of its obligations under any Transaction Document will constitute a violation of, or a default under,
any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results
of operations of the Company or any of its subsidiaries;
(f) the
opinion stated herein is limited to the agreements and documents specifically identified in the opinion contained herein (the
“Specified Documents”) without regard to any agreement or other document referenced in any Specified Document
(including agreements or other documents incorporated by reference or attached or annexed thereto) and without regard to any other
agreement or document relating to any Specified Document that is not a Transaction Document;
(g) this
opinion letter shall be interpreted in accordance with customary practice of United States lawyers who regularly give opinions
in transactions of this type;
(h) subsequent
to the effectiveness of the Indenture and immediately prior to the issuance of the Note Certificates, the Indenture has not been
amended, restated, supplemented or otherwise modified in any way that affects or relates to the Note Certificates other than by
the Indenture Officer’s Certificate;
(i) we do not express any opinion with respect to the enforceability of Section 15.12 of the Indenture to the extent that
such section purports to bind the Company to the exclusive jurisdiction of any particular federal court or courts;
Franklin Resources, Inc.
August 10, 2026
Page 5
(j) we
call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear
a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution
of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction
of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document; and
(k) to
the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions
contained in any Transaction Document, the opinion stated herein is subject to the qualification that such enforceability may
be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law Sections 5-1401 and 5-1402
and (ii) principles of comity and constitutionality.
In addition,
in rendering the foregoing opinion we have also assumed that, at all applicable times:
(a) neither
the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder,
including the issuance and sale of the Notes: (i) constituted or will constitute a violation of, or a default under, any lease,
indenture, agreement or other instrument to which the Company or its property is subject (except that we do not make the assumption
set forth in this clause (i) with respect to those agreements or instruments expressed to be governed by the laws of the
State of New York which are listed in Part II of the Registration Statement or the Company’s Annual Report on Form 10-K
for the year ended September 30, 2025), (ii) contravened or will contravene any order or decree of any governmental authority
to which the Company or its property is subject, or (iii) violated or will violate any law, rule or regulation to which the Company
or its property is subject (except that we do not make the assumption set forth in this clause (iii) with respect to the
Opined-on Law); and
(b) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its
obligations thereunder, including the issuance and sale of the Notes, required or will require the consent, approval, licensing
or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation
of any jurisdiction.
We hereby
consent to the reference to our firm under the heading “Legal Matters” in the Preliminary Prospectus and the Prospectus.
In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations. We also hereby consent to the filing of this opinion letter with the Commission
as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference
into the Registration Statement. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and
we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent
changes in applicable laws.
Very
truly yours,
/s/ Skadden, Arps, Slate, Meagher &
Flom LLP
MPR
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