As filed with the Securities and Exchange Commission
on November 18, 2024
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OSHKOSH CORPORATION
(Exact name of registrant as specified in its
charter)
Wisconsin
(State or other jurisdiction of
incorporation or organization) |
39-0520270
(I.R.S. Employer
Identification No.) |
1917 Four Wheel Drive
Oshkosh, Wisconsin 54902
(920) 235-9151
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Ignacio A. Cortina
Executive Vice President, Chief Legal Officer
and Secretary
Oshkosh Corporation
1917 Four Wheel Drive
Oshkosh, Wisconsin 54902
(920) 235-9151
(Name, address, including zip code, and telephone
number,
including area code, of agent for service) |
with a copy to:
Patrick G. Quick
John K. Wilson
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5306
(414) 271-2400 |
Approximate date of commencement of proposed
sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box: x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering: ¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering: ¨
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box: x
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated
filer ¨ Non-accelerated filer ¨
Smaller reporting company ¨ 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 7(a)(2)(B) of the Securities Act. ¨
PROSPECTUS
Oshkosh Corporation
Common Stock, Preferred Stock, Depositary Shares,
Debt Securities,
Warrants, Stock Purchase Contracts and Stock Purchase Units
We may offer and sell from time to time securities
in one or more offerings in amounts, at prices and on terms determined at the time of the offering. This prospectus provides you with
a general description of the securities we may offer.
We may offer and sell the following securities:
| · | preferred stock, which
may be convertible into our common stock or other securities; |
| · | senior debt securities,
which may be convertible into our common stock, preferred stock or depositary shares; |
| · | warrants to purchase
common stock, preferred stock, depositary shares or debt securities; and |
| · | stock purchase contracts
and stock purchase units. |
Each time securities are sold using this prospectus,
we will provide a supplement to this prospectus and possibly other offering material containing specific information about the offering
and the terms of the securities being sold, including the offering price. The supplement or other offering material may also add, update
or change information contained in this prospectus. You should read this prospectus, any supplement and any other offering material carefully
before you invest.
We may offer and sell these securities to or through
underwriters, dealers or agents, or directly to investors, on a continued or a delayed basis. The supplements to this prospectus will
provide the specific terms of the plan of distribution.
In addition, selling shareholders to be named
in a prospectus supplement may offer and sell from time to time shares of our common stock in such amounts as set forth in a prospectus
supplement. Unless otherwise set forth in a prospectus supplement, we will not receive any proceeds from the sale of shares of our common
stock by any selling shareholders.
Our common stock is listed on the New York Stock
Exchange under the symbol “OSK.”
Investment in our securities involves risks.
See “Risk Factors” in our most recent Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q
and in any prospectus supplement or other offering material or in such other document we refer you to in any prospectus supplement for
a discussion of certain risks that prospective investors should consider before investing in our securities.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete.
Any representation to the contrary is a criminal offense.
This prospectus is dated November 18, 2024.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
Unless the context otherwise requires, references
in this prospectus to “we ,” “us,” “our” and “Oshkosh Corporation” refer to Oshkosh Corporation
and its consolidated subsidiaries, collectively. References to “common stock” refer to Oshkosh Corporation’s common
stock, $0.01 par value per share. References to “preferred stock” refer to Oshkosh Corporation’s preferred stock, $0.01
par value per share. References to “$” are to United States currency, and the terms “United States” and “U.S.”
mean the United States of America, its states, territories, possessions and all areas subject to its jurisdiction.
This prospectus is part of a registration statement
that we filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. Under this
shelf process, we may, from time to time, sell the securities or combinations of the securities described in this prospectus, and one
or more of our shareholders may sell our common stock, in one or more offerings. This prospectus provides you with a general description
of those securities. Each time we offer securities, we will provide a prospectus supplement and/or other offering material that will
contain specific information about the terms of that offering. The prospectus supplement and/or other offering material may also add,
update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and
any prospectus supplement, you should rely on the information in the prospectus supplement. You should read this prospectus, any prospectus
supplement and any other offering material together with the additional information described under the heading “Where You Can
Find More Information.”
You should rely only on the information contained
or incorporated by reference in this prospectus, in any prospectus supplement and in any other offering material. “Incorporated
by reference” means that we can disclose important information to you by referring you to another document filed separately with
the SEC. We have not authorized any other person to provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it.
We are not making offers to sell or soliciting
offers to buy, nor will we make an offer to sell or solicit an offer to buy, securities in any jurisdiction where the offer or sale is
not permitted.
You should assume that the information appearing
in this prospectus, any supplement to this prospectus or any other offering material, or the information we file or previously filed
with the SEC that we incorporate by reference in this prospectus, any prospectus supplement and/or other offering material, is accurate
only as of the dates on their covers. Our business, financial condition, results of operations and prospects may have changed since those
dates.
The registration statement containing this prospectus,
including the exhibits to the registration statement, provides additional information about us and the securities offered under this
prospectus.
The exhibits to the registration statement contain
the full text of certain contracts and other important documents we have summarized in this prospectus. You should review the full text
of these documents because these summaries may not contain all the information that you may find important in deciding whether to purchase
the securities we offer. The registration statement, including the exhibits, can be read at the SEC’s website mentioned under the
heading “Where You Can Find More Information.”
CAUTIONARY STATEMENT ABOUT
FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and/or
any other offering material, and the information incorporated by reference in this prospectus, any prospectus supplement and/or any other
offering material, contain forward-looking statements intended to qualify for the safe harbor from liability established by the Private
Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this prospectus, any
prospectus supplement and/or any other offering material, including, without limitation, statements regarding our future financial position,
business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives
of management for future operations are forward-looking statements. These forward-looking statements generally are identified by the
words “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,”
“believe,” “should,” “project” or “plan” or the negative thereof or variations thereon
or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees
of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, including,
among others, those we identify under “Risk Factors” in our most recent Annual Report on Form 10-K and subsequently
filed Quarterly Reports on Form 10-Q and other documents that we file from time to time with the SEC that are incorporated by reference
into this prospectus, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These factors include the cyclical nature of our access equipment, fire apparatus, refuse collection and air transportation equipment
markets, which are particularly impacted by the strength of U.S. and European economies and construction seasons; our estimates of access
equipment demand which, among other factors, is influenced by historical customer buying patterns and rental company fleet replacement
strategies; the impact of orders and costs on our U.S. Postal Service (USPS) contract; the impact of severe weather, war, natural disasters
or pandemics that may affect us, our suppliers or our customers; our ability to increase prices to raise margins or to offset higher
input costs, including increased raw material, labor, freight and overhead costs; our ability to accurately predict future input costs
associated with Defense contracts; our ability to attract and retain production labor in a timely manner; our ability to successfully
integrate the AeroTech acquisition and to realize the anticipated benefits associated with the same; the strength of the U.S. dollar
and its impact on our exports, translation of foreign sales and the cost of purchased materials; our ability to predict the level and
timing of orders for indefinite delivery/indefinite quantity contracts with the U.S. federal government; budget uncertainty for the U.S.
federal government, including risks of future budget cuts, the impact of continuing resolution funding mechanisms and the potential for
shutdowns; the impact of any U.S. Department of Defense solicitation for competition for future contracts to produce military vehicles;
risks related to the collectability of receivables, particularly for those businesses with exposure to construction markets; the cost
of any warranty campaigns related to our products; risks associated with international operations and sales, including compliance with
the Foreign Corrupt Practices Act; risks that a trade war and related tariffs could reduce the competitiveness of our products; our ability
to comply with complex laws and regulations applicable to U.S. government contractors; cybersecurity risks and costs of defending against,
mitigating and responding to data security threats and breaches impacting us; our ability to successfully identify, complete and integrate
other acquisitions and to realize the anticipated benefits associated with the same; and risks related to our ability to successfully
execute on our strategic road map and meet our long-term financial goals. Additional information concerning these and other factors that
could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in our SEC
filings.
All forward-looking statements speak only as of
the date we file this prospectus with the Securities and Exchange Commission (the “SEC”). We assume no obligation, and disclaim
any obligation, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or
otherwise.
OSHKOSH CORPORATION
Oshkosh Corporation is an innovative industrial
company focused on the design, development and manufacture of purpose-built vehicles and equipment that enhance safety, maximize productivity,
lower total cost of ownership and simplify fleet management to support those who perform some of the most difficult jobs in the world.
We operate in three segments: Access, Defense, and Vocational. Our principal executive offices are located at 1917 Four Wheel Drive,
Oshkosh, Wisconsin 54902, and our telephone number is (920) 235-9151.
USE OF PROCEEDS
We intend to use the net proceeds from the sales
of the securities as set forth in the applicable prospectus supplement and/or other offering material.
DESCRIPTION OF CAPITAL
STOCK
The following description of our capital stock
summarizes material terms and provisions that apply to our capital stock. The summary is subject to and qualified in its entirety by
reference to our articles of incorporation and our by-laws, which are filed as exhibits to the registration statement of which this prospectus
is a part. See “Where You Can Find More Information.”
General
We are authorized to issue up to 302,000,000 shares
of capital stock, 300,000,000 of which are shares of common stock, $0.01 par value per share, and 2,000,000 shares of which are preferred
stock, $0.01 par value per share. We will disclose in an applicable prospectus supplement the number of shares of our common stock then
outstanding. As of the date of this prospectus, no shares of our preferred stock were outstanding.
Common Stock
Subject to the Wisconsin Business Corporation
Law as described below under “Statutory and By-Law Provisions,” holders of our common stock are entitled to one vote for
each share of common stock held by them on all matters properly presented to shareholders. Subject to the prior rights of the holders
of any shares of our preferred stock that are outstanding, our board of directors may at its discretion declare and pay dividends on
our common stock out of our earnings or assets legally available for the payment of dividends. Subject to the prior rights of the holders
of any shares of our preferred stock that are outstanding, if we are liquidated, any amounts remaining after the discharge of outstanding
indebtedness will be paid pro rata to the holders of our common stock. Holders of our common stock have no preemptive, subscription,
redemption or conversion rights. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.
Preferred Stock
Our board of directors is authorized to issue
our preferred stock in one or more series and to fix the dividend rate or rates and the preferences, if any over any other class or series
with respect to dividends; the price and terms and conditions of redemption; the amounts payable in the event of voluntary or involuntary
liquidation; sinking fund provisions for redemption or purchase of a series; the terms and conditions on which a series may be converted;
and voting rights.
If we offer preferred stock, we will file the
terms of the preferred stock with the SEC and the prospectus supplement and/or other offering material relating to that offering will
include a description of the specific terms of the offering, including the following specific terms:
| · | the series, the number
of shares offered and the liquidation value of the preferred stock; |
| · | the price at which the
preferred stock will be issued; |
| · | the dividend rate, the
dates on which the dividends will be payable and other terms relating to the payment of dividends
on the preferred stock; |
| · | the liquidation preference
of the preferred stock; |
| · | the voting rights of
the preferred stock; |
| · | whether the preferred
stock is redeemable or subject to a sinking fund, and the terms of any such redemption or
sinking fund; |
| · | whether the preferred
stock is convertible or exchangeable for any other securities, and the terms of any such
conversion; and |
| · | any additional rights,
preferences, qualifications, limitations and restrictions of the preferred stock. |
It is not possible to state the actual effects
of the issuance of any shares of preferred stock upon the rights of holders of our common stock until our board of directors determines
the specific rights of the holders of the preferred stock. However, these effects might include:
| · | restricting dividends
on the common stock; |
| · | diluting the voting
power of the common stock; |
| · | impairing the liquidation
rights of the common stock; and |
| · | delaying or preventing
a change in control of our company. |
Statutory and By-Law Provisions
Provisions of Wisconsin law and our by-laws might
also discourage some types of transactions that involve an actual or threatened change of control of Oshkosh Corporation. Section 180.1150
of the Wisconsin Business Corporation Law provides that the voting power of shares of Wisconsin corporations, including Oshkosh Corporation,
held by any person or persons acting as a group in excess of 20% of the voting power of the corporation is limited to 10% of the full
voting power of those shares. This restriction does not apply to shares acquired directly from the corporation or in specified transactions
or shares for which full voting power has been restored pursuant to a vote of shareholders. Sections 180.1140 through 180.1144 of
the Wisconsin Business Corporation Law contain limitations and special voting provisions applicable to specified business combinations
involving Wisconsin corporations, including Oshkosh Corporation, and a significant shareholder, unless the board of directors of the
corporation approves the business combination or the shareholder’s acquisition of shares before the shares are acquired. Similarly,
Sections 180.1130 through 180.1133 of the Wisconsin Business Corporation Law contain special voting provisions applicable to specified
business combinations unless minimum price and procedural requirements are met. Following the commencement of a takeover offer, Section 180.1134
of the Wisconsin Business Corporation Law imposes special voting requirements on specified share repurchases effected at a premium to
the market and on specified asset sales by the corporation unless, as it relates to the potential sale of assets, the corporation has
at least three independent directors and a majority of the independent directors vote not to have the provision apply to the corporation.
In addition, our by-laws establish a procedure
which shareholders seeking to call a special meeting of shareholders must satisfy. This procedure involves notice to us, the receipt
by us of written demands for a special meeting from holders of 10% or more of the issued and outstanding shares of common stock, a review
of the validity of such demands by an independent inspector appointed by us and the fixing of the record and meeting dates by our board
of directors. In addition, shareholders demanding such a special meeting must deliver to Oshkosh Corporation a written agreement to pay
the costs incurred by us in holding a special meeting, including the costs of preparing and mailing the proxy materials for our solicitation
of proxies for use at such meeting, in the event such shareholders are unsuccessful in their proxy solicitation.
Our by-laws also provide our board of directors
with discretion in postponing shareholder meetings, including, within certain limits, special meetings of shareholders. Additionally,
our chairman or board of directors (acting by resolution) may adjourn a shareholder meeting at any time prior to the transaction of business
at such meeting, within certain limits. Our by-laws also contain strict time deadlines and procedures applicable to shareholders seeking
to nominate a person for election as a director or to otherwise bring business before a meeting.
DESCRIPTION OF DEPOSITARY
SHARES
We may, at our option, elect to offer fractional
interests in shares of preferred stock rather than a full share of preferred stock. In that event, depositary receipts will be issued
for depositary shares, each of which will represent a fraction of a share of a particular class or series of preferred stock, as described
in the applicable prospectus supplement and/or other offering material.
Any series of preferred stock represented by depositary
shares will be deposited under a deposit agreement between Oshkosh Corporation and the depositary. The prospectus supplement and/or other
offering material relating to a series of depositary shares will set forth the name and address of the depositary for the depositary
shares and summarize the material provisions of the deposit agreement. Subject to the terms of the deposit agreement, each owner of a
depositary share will be entitled, in proportion to the applicable fraction of a share of preferred stock represented by such depositary
share, to all the rights and preferences of the preferred stock represented by such depositary share, including dividend and liquidation
rights and any right to convert or exchange the preferred stock into other securities.
We will describe the particular terms of any depositary
shares we offer in the applicable prospectus supplement and/or other offering material. You should review the documents pursuant to which
the depositary shares will be issued, which will be described in more detail in the applicable prospectus supplement and/or other offering
material.
DESCRIPTION OF DEBT SECURITIES
The following description of the debt securities
sets forth the material terms and provisions of the debt securities to which any prospectus supplement and/or other offering material
may relate. The particular terms of the debt securities offered by any prospectus supplement and/or other offering material and the extent,
if any, to which the provisions described in this prospectus may apply to the offered debt securities will be described in the prospectus
supplement and/or other offering material relating to the offered debt securities. As used in this section, the terms “we,”
“us,” “our,” “Oshkosh Corporation” and the “company” refer to Oshkosh Corporation, a
Wisconsin corporation, and not any of its subsidiaries, unless the context requires.
Senior debt securities will be issued under the
indenture, dated May 17, 2018, between Oshkosh Corporation and Computershare Trust Company, National Association (as successor to
Wells Fargo Bank, National Association), which is filed as an exhibit to the registration statement of which this prospectus is a part.
The indenture relating to the senior debt securities, as amended or otherwise supplemented by any supplemental indentures, is referred
to in this prospectus as the indenture.
The following summaries of the material provisions
of the indenture and the debt securities do not purport to be complete and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the indenture, including the definitions of specified terms used in the indenture, and the debt securities.
Wherever particular articles, sections or defined terms of an indenture are referred to, it is intended that those articles, sections
or defined terms will be incorporated herein by reference, and the statement in connection with which reference is made is qualified
in its entirety by the article, section or defined term in the indenture.
General
The
indenture does not limit the amount of debt securities that may be issued under the indenture, and the indenture does not limit the amount
of other unsecured debt or securities that we may issue. The debt securities may be issued in one or more series with the same
or various maturities and may be sold at par, a premium or an original issue discount. Some of the debt securities may be issued under
the indenture as original issue discount securities to be sold at a substantial discount below their principal amount. Federal income
tax and other considerations applicable to any original issue discount securities will be described in the related prospectus supplement
and/or other offering material. We have the right to “reopen” a previous issue of a series of debt by issuing additional
debt securities of such series.
We conduct a substantial amount of our operations
through subsidiaries and expect that we will continue to do so. Our right to participate as a shareholder in any distribution of assets
of any subsidiary upon its liquidation or reorganization or otherwise and the ability of a holder of debt securities to benefit as our
creditor from any distribution are subject to prior claims of creditors of the subsidiary. The debt securities will also effectively
rank junior in right of payment to any of our secured debt.
The prospectus supplement and/or other offering
material relating to the particular series of debt securities offered thereby will describe the following terms of the offered debt securities:
| · | the title of the offered
debt securities; |
| · | any limit upon the aggregate
principal amount of the offered debt securities; |
| · | the date or dates (or
the manner of calculating the date or dates) on which the principal of the offered debt securities
is payable; |
| · | the rate or rates (or
the manner of calculating the rate or rates) at which the offered debt securities shall bear
interest, if any, the date or dates from which such interest shall accrue, the interest payment
dates on which such interest shall be payable and the regular record date for the interest
payable on any interest payment date; |
| · | the place or places
where the principal of and premium, if any, and interest, if any, on the offered debt securities
will be payable; |
| · | the period or periods
within which, the price or prices at which, the currency in which, and the terms and conditions
upon which the offered debt securities may be redeemed, in whole or in part, at our option; |
| · | our obligation, if any,
to redeem or purchase the offered debt securities pursuant to any sinking fund or analogous
provisions or at the option of a holder thereof and the period or periods within which, the
price or prices in the currency at which, the currency in which, and the terms and conditions
upon which the offered debt securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation; |
| · | the denominations in
which the offered debt securities shall be issuable if other than denominations of $1,000
and any integral multiple thereof; |
| · | if other than the currency
of the United States of America, the currencies in which payments of interest or principal
of (and premium, if any, with respect to) the offered debt securities are to be made; |
| · | if the interest on or
principal of (or premium, if any, with respect to) the offered debt securities are to be
payable, at our election or at the election of a holder thereof or otherwise, in a currency
other than that in which such debt securities are payable, the period or periods within which,
and the other terms and conditions upon which, such election may be made, and the time and
manner of determining the exchange rate between the currency in such debt securities are
denominated or stated to be payable and the currency in which such debt securities or any
of them are to be so payable; |
| · | whether the amount of
payments of interest on or principal of (or premium, if any, with respect to) the offered
debt securities of such series may be determined with reference to an index, formula or other
method (which index, formula or method or method may be based, without limitation, on one
or more currencies, commodities, equity indices or other indices), and, if so, the terms
and conditions upon which and the manner in which such amounts shall be determined and paid
or payable; |
| · | the extent to which
any offered debt securities will be issuable in permanent global form, the manner in which
any payments on a permanent global debt security will be made, and the appointment of any
depository relating thereto; |
| · | the inapplicability
of specified provisions relating to discharge and defeasance described in this prospectus
with respect to the offered debt securities; |
| · | any deletions from,
modifications of or additions to the events of default or covenants with respect to the offered
debt securities of such series, whether or not such events of default or covenants are consistent
with the events of default or covenants set forth herein; |
| · | if any of the offered
debt securities are to be issuable upon the exercise of warrants, and, if so, the time, manner
and place for such debt securities to be authenticated and delivered; |
| · | the terms of any right
to convert the offered debt securities of such series into, or exchange the debt securities
for, our common stock or other securities or property or cash in lieu of our common stock
or other securities or property, or any combination thereof; and |
| · | any other terms of the
series (which terms shall not be inconsistent with the provisions of the related indenture). |
Payments
Unless otherwise indicated in any prospectus supplement
and/or other offering material, principal of and premium, if any, and interest, if any, on the offered debt securities will be payable,
and transfers of the offered debt securities will be registrable, at the corporate trust office of the trustee. Alternatively, at our
option, payment of interest may be made by check mailed to the address of the person entitled thereto as it appears in the debt security
register.
Denominations, Registration and Transfer
Unless otherwise indicated in any prospectus supplement
and/or other offering material, the offered debt securities will be issued only in fully registered form without coupons in denominations
of $1,000 or any integral multiple of $1,000, or the equivalent in foreign currency. No service charge will be made for any registration
of transfer or exchange of offered debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection with any transfer or exchange.
If the purchase price of any of the offered debt
securities is denominated in a foreign currency or currencies or if the principal of, premium, if any, or interest, if any, on any series
of offered debt securities is payable in a foreign currency or currencies, the restrictions, elections, tax consequences, specific terms
and other information with respect to the issue of offered debt securities and the foreign currency or currencies will be described in
the related prospectus supplement and/or other offering material.
We will not be required to issue, register the
transfer of, or exchange debt securities of any series during the period from 15 days prior to the mailing of a notice of redemption
of debt securities of that series to the date the notice is mailed. We will also not be required to register the transfer of or exchange
any debt security so selected for redemption, except the unredeemed portion of any debt security being redeemed in part.
Conversion and Exchange
The terms, if any, on which debt securities of
any series are convertible into or exchangeable for common stock, preferred stock or depositary shares, property or cash, or a combination
of any of the foregoing, will be set forth in the related prospectus supplement and/or other offering material. Terms may include provisions
for conversion or exchange that is either mandatory, at the option of the holder, or at our option. The number of shares of common stock,
preferred stock or depositary shares to be received by the holders of the debt securities will be calculated in the manner, according
to the factors and at the time as described in the related prospectus supplement and/or other offering material.
Merger
The indenture provides that we may, without the
consent of the holders of debt securities, consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge
into any other corporation, provided that:
| · | immediately after giving
effect to the transaction, no default under the indenture has occurred and is continuing; |
| · | the successor corporation
is a corporation organized and existing under the laws of the United States or a state thereof;
and |
| · | the successor corporation
expressly assumes the due and punctual payment of the principal of and premium, if any, and
interest on all debt securities, according to their tenor, and the due and punctual performance
and observance of all the covenants and conditions of the indenture to be performed by us. |
In addition, we must provide to the trustee an
opinion of legal counsel that any such transaction and any assumption by a successor corporation complies with the applicable provisions
of the indenture and that we have complied with all conditions precedent provided in the indenture relating to such transaction.
Other than the covenants described above, or as
set forth in any accompanying prospectus supplement and/or other offering material, the indenture does not contain any covenants or other
provisions designed to afford holders of the debt securities protection in the event of a takeover, recapitalization or a highly leveraged
transaction involving us.
Modification of the Indenture
With the consent of the holders of more than 50%
in aggregate principal amount of any series of debt securities then outstanding under the applicable indenture, waivers, modifications
and alterations of the terms of the indenture may be made which affect the rights of the holders of the series of debt securities. However,
no modification or alteration may, without the consent of all holders of any series of debt securities then outstanding affected thereby:
| · | extend the fixed maturity
of any debt security of that series; |
| · | reduce the rate or extend
the time of payment of interest thereon; |
| · | reduce the principal
amount thereof or any premium thereon; |
| · | make the principal thereof
or interest or premium thereon payable in any coin or currency other than that provided in
the debt securities; or |
| · | reduce the percentage
of debt securities of that series, the holders of which are required to consent to: |
| · | any supplemental indenture; |
| · | rescind and annul a declaration
that the debt securities of that series are due and payable as a result of the occurrence
of an event of default; |
| · | waive any past event of
default under the indenture and its consequences; and |
| · | waive compliance with
other specified provisions of the applicable indenture. |
In addition, as described in the description of
“Events of Default” set forth below, holders of more than 50% in aggregate principal amount of the debt securities of any
series then outstanding may waive past events of default in specified circumstances and may direct the trustee in enforcement of remedies.
We and the trustee may, without the consent of
any holders, modify and supplement the applicable indenture:
| · | to evidence the succession
of another corporation to us under the applicable indenture, or successive successions, and
the assumption by the successor corporation of the covenants, agreements and obligations
of us pursuant to the applicable indenture; |
| · | to add to the covenants
applicable to us such further covenants, restrictions, conditions or provisions as our board
of directors and the trustee shall consider to be for the protection of the holders of debt
securities of any or all series, and to make the occurrence, or the occurrence and continuance,
of a default in any of such additional covenants, restrictions, conditions or provisions
a default or event of default with respect to such series permitting the enforcement of all
or any of the several remedies provided in the applicable indenture; provided, however, that
in respect of any such additional covenant, restriction or condition, such supplemental indenture
may provide for a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an immediate enforcement
upon such default or may limit the remedies available to the trustee upon such default; |
| · | to cure any ambiguity
or to correct or supplement any provision contained in the indenture or in any supplemental
indenture which may be defective or inconsistent with any other provision contained in the
indenture or in any supplemental indenture; |
| · | to convey, transfer,
assign, mortgage or pledge any property to or with the trustee; |
| · | to make other provisions
in regard to matters or questions arising under the indenture as shall not adversely affect
the interests of the holders and to make any change that would provide additional rights
or benefits to the holders of any or all series or that does not adversely affect the legal
rights under the indenture of any such holder; |
| · | to evidence and provide
for the acceptance of appointment by another corporation as a successor trustee under the
indenture with respect to one or more series of debt securities and to add to or change any
of the provisions of the indenture as shall be necessary to provide for or facilitate the
administration of the trusts under the indenture by more than one trustee; |
| · | to modify, amend or
supplement the indenture in such a manner as to permit the qualification of any supplemental
indenture under the Trust Indenture Act of 1939 as then in effect, except that nothing contained
in the indenture shall permit or authorize the inclusion in any supplemental indenture of
the provisions referred to in Section 316(a)(2) of the Trust Indenture Act of 1939; |
| · | to provide for the issuance
under the indenture of debt securities in coupon form (including debt securities registrable
as to principal only) and to provide for exchangeability of such debt securities with debt
securities of the same series issued hereunder in fully registered form and to make all appropriate
changes for such purpose; |
| · | to change or eliminate
any of the provisions of the applicable indenture, provided, however, that any such
change or elimination shall become effective only when there is no debt security outstanding
of any series created prior to the execution of such supplemental indenture which is entitled
to the benefit of such provision; and |
| · | to establish any additional
form of debt security and to provide for the issuance of any additional series of debt securities. |
Covenant Defeasance and Satisfaction and Discharge of a Series
Covenant Defeasance of any Series
If we deposit with the trustee, in trust, at or
before maturity or redemption:
| · | direct obligations of
the government which issued the currency in which the debt securities of a series are denominated,
or obligations of a person controlled or supervised by and acting as an agency or instrumentality
of such government and which obligations are guaranteed by such government (which direct
or guaranteed obligations are full faith and credit obligations of such government, are denominated
in the currency in which the debt securities of such are denominated and which are not callable
or redeemable at the option of the issuer there) in an amount and with a maturity so that
the proceeds therefrom will provide funds; or |
in each case in an amount sufficient, after payment of all federal,
state and local taxes in respect thereof payable by the trustee, in the opinion of a nationally-recognized firm of independent public
accountants expressed in a written certification thereof delivered to the trustee, to pay when due the principal, premium, if any, and
interest to maturity or to the redemption date, as the case may be, with respect to any series of debt securities then outstanding, and
any mandatory sinking fund payments or similar payments or payment pursuant to any call for redemption applicable to such debt securities
of such series on the day on which such payments are due and payable in accordance with the terms of the indenture and such debt securities,
then the provisions of the indenture would no longer be effective as to the debt securities to which such deposit relates, including
the restrictive covenants described in this prospectus or any prospectus supplement relating to such debt securities, except as to:
| · | our obligation to duly
and punctually pay the principal of and premium, if any, and interest on the series of debt
securities if the debt securities are not paid from the money or securities held by the trustee; |
| · | certain of the events
of default described under “Events of Default” below; and |
| · | other specified provisions
of the indenture including, among others, those relating to registration, transfer and exchange,
lost or stolen securities, maintenance of place of payment and, to the extent applicable
to the series, the redemption and sinking fund provisions of the applicable indenture. |
Defeasance of debt securities of any series is
subject to the satisfaction of specified conditions, including, among others, the absence of an event of default at the date of the deposit
and the perfection of the holders’ security interest in the deposit.
Satisfaction and Discharge of any Series
Upon the deposit of money or securities contemplated
above and the satisfaction of specified conditions, the provisions of the indenture (excluding the exceptions discussed above under the
heading “Covenant Defeasance of any Series”) would no longer be effective as to the related debt securities, we may cease
to comply with our obligation to pay duly and punctually the principal of and premium, if any, and interest on a particular series of
debt securities, the events of default in the indenture no longer would be effective as to such debt securities and thereafter the holders
of the series of debt securities will be entitled only to payment out of the money or securities deposited with the trustee.
The specified conditions include, among others,
except in limited circumstances involving a deposit made within one year of maturity or redemption:
| · | the absence of an event
of default at the date of deposit or on the 91st day thereafter; |
| · | our delivery to the
trustee of an opinion of nationally-recognized tax counsel, or our receipt or publication
of a ruling by the Internal Revenue Service, to the effect that holders of the debt securities
of the series will not recognize income, gain or loss for federal income tax purposes as
a result of the deposit and discharge, and the holders will be subject to federal income
tax on the same amounts and in the same manner and at the same times as would have been the
case if the deposit and discharge had not occurred; and |
| · | that we receive an opinion
of counsel to the effect that the satisfaction and discharge will not result in the delisting
of the debt securities of that series from any nationally-recognized exchange on which they
are listed. |
Events of Default
As to any series of debt securities, an event
of default is defined in the indenture as being:
| · | failure to pay any interest
on the debt securities of that series when due, which failure continues for 30 days; |
| · | failure to pay principal
or premium, if any, with respect to the debt securities of that series when due; |
| · | failure to pay or satisfy
any sinking fund payment or similar obligation with respect to debt securities of that series
when due; |
| · | failure to observe or
perform any other covenant, warranty or agreement in the indenture or debt securities of
that series, other than a covenant, warranty or agreement, a default in whose performance
or whose breach is specifically dealt with in the section of the indenture governing events
of default, if the failure continues for 90 days after written notice by the trustee or the
holders of at least 25% in aggregate principal amount of the debt securities of that series
then outstanding; |
| · | specified events of
bankruptcy, insolvency, receivership or reorganization; or |
| · | any other event of default
provided with respect to debt securities of that series. |
Notice and Declaration of Defaults
So long as the debt securities of any series remain
outstanding, we will be required to furnish annually to the trustee a certificate of one of our corporate officers stating whether, to
the best of such officer’s knowledge, we are in default under any of the provisions of the applicable indenture, and specifying
all defaults, and the nature thereof, of which such officer has knowledge. We will also be required to furnish to the trustee copies
of specified reports filed by us with the SEC.
The indenture provides that the trustee will,
within 90 days after the occurrence of a default with respect to any series for which there are debt securities outstanding which
is continuing, give to the holders of those debt securities notice of all uncured defaults known to it, including events specified above
without grace periods. Except in the case of default in the payment of principal, premium, if any, or interest on any of the debt securities
of any series or the payment of any sinking fund installment on the debt securities of any series, the trustee may withhold notice to
the holders if the trustee in good faith determines that withholding notice is in the interest of the holders of the debt securities.
If a specified event of bankruptcy, insolvency,
receivership, or reorganization occurs and is continuing, then the principal amount of (or, if the debt securities of that series are
original issue discount debt securities, such portion of the principal amount as may be specified in their terms as due and payable upon
acceleration) and any accrued and unpaid interest on that series will immediately become due and payable without any declaration or other
act on the part of the trustee or any holder. If any other event of default occurs and is continuing, the trustee or the holders of not
less than 25% in aggregate principal amount of the outstanding debt securities of any series may declare the debt securities of that
series immediately due and payable. In some cases, the holders of a majority in principal amount of the debt securities of any series
then outstanding may waive any past default and its consequences, except a default in the payment of principal, premium, if any, or interest,
including sinking fund payments.
Actions upon Default
Subject to the provisions of the indenture relating
to the duties of the trustee in case an event of default with respect to any series of debt securities occurs and is continuing, the
indenture provides that the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request,
order or direction of any of the holders of debt securities outstanding of any series unless the holders have offered to the trustee
reasonable indemnity. The right of a holder to institute a proceeding with respect to the indenture is subject to conditions precedent
including notice and indemnity to the trustee, but the holder has a right to receipt of principal, premium, if any, and interest on their
due dates or to institute suit for the enforcement thereof, subject to specified limitations with respect to defaulted interest.
The holders of a majority in principal amount
of the debt securities outstanding of the series in default will have the right to direct the time, method and place for conducting any
proceeding for any remedy available to the trustee, or exercising any power or trust conferred on the trustee. Any direction by the holders
will be in accordance with law and the provisions of the related indenture, provided that the trustee may decline to follow any such
direction if the trustee determines on the advice of counsel that the proceeding may not be lawfully taken or would be materially or
unjustly prejudicial to holders not joining in the direction. The trustee will be under no obligation to act in accordance with the direction
unless the holders offer the trustee reasonable security or indemnity against costs, expenses and liabilities which may be incurred thereby.
Governing Law
The indenture and the debt securities will be
governed by, and construed in accordance with, the laws of the State of New York.
Concerning the Trustee
We may from time to time maintain lines of credit,
and have other customary banking relationships, with the trustee or its affiliates under the indenture.
The indenture and provisions of the Trust Indenture
Act of 1939 that are incorporated by reference in the indenture contain limitations on the rights of the trustee, should it become one
of our creditors, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such
claim as security or otherwise. The trustee is permitted to engage in other transactions with us or any of our affiliates. However, if
it acquires any conflicting interest (as defined under the Trust Indenture Act of 1939), it must eliminate such conflict or resign.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of debt
securities, preferred stock, common stock or other securities. Warrants may be issued independently or together with debt securities,
preferred stock or common stock offered by any prospectus supplement and/or other offering material and may be attached to or separate
from any such offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between
us and a bank or trust company, as warrant agent, all as will be set forth in the prospectus supplement and/or other offering material
relating to the particular issue of warrants. The warrant agent will act solely as our agent in connection with the warrants and will
not assume any obligation or relationship of agency or trust for or with any holders of warrants or beneficial owners of warrants.
The following summary of certain provisions of
the warrants does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the
warrant agreements.
Reference is made to the prospectus supplement
and/or other offering material relating to the particular issue of warrants offered pursuant to such prospectus supplement and/or other
offering material for the terms of and information relating to such warrants, including, where applicable:
| · | the designation, aggregate
principal amount, currencies, denominations and terms of the series of debt securities purchasable
upon exercise of warrants to purchase debt securities and the price at which such debt securities
may be purchased upon such exercise; |
| · | the number of shares
of common stock purchasable upon the exercise of warrants to purchase common stock and the
price at which such number of shares of common stock may be purchased upon such exercise; |
| · | the number of shares
and series of preferred stock purchasable upon the exercise of warrants to purchase preferred
stock and the price at which such number of shares of such series of preferred stock may
be purchased upon such exercise; |
| · | the designation and
number of units of other securities purchasable upon the exercise of warrants to purchase
other securities and the price at which such number of units of such other securities may
be purchased upon such exercise; |
| · | the date on which the
right to exercise such warrants will commence and the date on which such right will expire; |
| · | U.S. federal income
tax consequences applicable to such warrants; |
| · | the number of warrants
outstanding as of the most recent practicable date; and |
| · | any other terms of such
warrants. |
Warrants will be issued in registered form only.
The exercise price for warrants will be subject to adjustment in accordance with provisions described in the applicable prospectus supplement
and/or other offering material.
Each warrant will entitle the holder thereof to
purchase such principal amount of debt securities or such number of shares of preferred stock, common stock or other securities at such
exercise price as will in each case be set forth in, or calculable from, the prospectus supplement and/or other offering material relating
to the warrants, which exercise price may be subject to adjustment upon the occurrence of certain events as set forth in such prospectus
supplement and/or other offering material. After the close of business on the expiration date, or such later date to which such expiration
date may be extended by us, unexercised warrants will become void. The place or places where, and the manner in which, warrants may be
exercised will be specified in the prospectus supplement and/or other offering material relating to such warrants.
Prior to the exercise of any warrants to purchase
debt securities, preferred stock, common stock or other securities, holders of such warrants will not have any of the rights of holders
of debt securities, preferred stock, common stock or other securities, as the case may be, purchasable upon such exercise, including
the right to receive payments of principal of, premium, if any, or interest, if any, on the debt securities purchasable upon such exercise
or to enforce covenants in the applicable indenture, or to receive payments of dividends, if any, on the preferred stock, or common stock
purchasable upon such exercise, or to exercise any applicable right to vote.
DESCRIPTION OF STOCK PURCHASE
CONTRACTS AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including
contracts obligating holders to purchase from us, and obligating us to sell to the holders, a specified number of shares of common stock
or other securities at a future date or dates, which we refer to in this prospectus as “stock purchase contracts.” The price
per share of the securities and the number of shares of the securities may be fixed at the time the stock purchase contracts are issued
or may be determined by reference to a specific formula set forth in the stock purchase contracts. The stock purchase contracts may be
issued separately or as part of units consisting of a stock purchase contract and debt securities, preferred securities, warrants, other
securities or debt obligations of third parties, including U.S. treasury securities, securing the holders’ obligations to purchase
the securities under the stock purchase contracts, which we refer to in this prospectus as “stock purchase units.” The stock
purchase contracts may require holders to secure their obligations under the stock purchase contracts in a specified manner. The stock
purchase contracts also may require us to make periodic payments to the holders of the stock purchase units or vice versa, and those
payments may be unsecured or refunded on some basis.
The stock purchase contracts, and, if applicable,
collateral or depositary arrangements relating to the stock purchase contracts or stock purchase units, will be filed with the SEC in
connection with the offering of stock purchase contracts or stock purchase units. The prospectus supplement and/or other offering material
relating to a particular issue of stock purchase contracts or stock purchase units will describe the terms of those stock purchase contracts
or stock purchase units, including the following:
| · | if applicable, a discussion
of material U.S. federal income tax considerations; and |
| · | any other information
we think is important about the stock purchase contracts or the stock purchase units. |
If we issue stock purchase units where debt obligations
of third parties are used as security for your obligations to purchase or sell shares of common stock or preferred stock, depositary
shares or other securities, we will include in the prospectus supplement and/or other offering material relating to the offering information
about the issuer of the debt securities. Specifically, if the issuer has a class of securities registered under the Securities Exchange
Act of 1934 and is either eligible to register its securities on Form S-3 under the Securities Act of 1933 or meets the listing
criteria to be listed on a national securities exchange, we will include a brief description of the business of the issuer, the market
price of its securities and how you can obtain more information about the issuer. If the issuer does not meet the criteria described
in the previous sentence, we will include substantially all of the information that would be required if the issuer were making a public
offering of the debt securities.
SELLING SHAREHOLDERS
We may register shares of common stock covered
by this prospectus for re-offers and resales by any selling shareholders to be named in a prospectus supplement. We may register these
shares to permit selling shareholders to resell their shares when they deem appropriate. A selling shareholder may resell all, a portion
or none of such shareholder’s shares at any time and from time to time. Selling shareholders may also sell, transfer or otherwise
dispose of some or all of their shares of our common stock in transactions exempt from the registration requirements of the Securities
Act of 1933. We do not know when or in what amounts the selling shareholders may offer shares for sale under this prospectus and any
prospectus supplement. We will not receive any proceeds from any sale of shares by a selling shareholder under this prospectus and any
prospectus supplement. We may pay all expenses incurred with respect to the registration of the shares of common stock owned by the selling
shareholders, other than underwriting fees, discounts or commissions which will be borne by the selling shareholders. We will provide
you with a prospectus supplement naming the selling shareholders, the amount of shares to be registered and sold and any other terms
of the shares of common stock being sold by each selling shareholder.
PLAN OF DISTRIBUTION
We may sell our securities, and any selling
shareholder may sell shares of our common stock, in any one or more of the following ways from time to time: (1) through agents;
(2) to or through underwriters; (3) through brokers or dealers; (4) directly by us or any selling shareholders to purchasers,
including through a specific bidding, auction or other process; or (5) through a combination of any of these methods of sale. The
applicable prospectus supplement and/or other offering materials will contain the terms of the transaction, name or names of any underwriters,
dealers, agents and the respective amounts of securities underwritten or purchased by them, the initial public offering price of the
securities, and the applicable agent’s commission, dealer’s purchase price or underwriter’s discount. Any selling shareholders,
dealers and agents participating in the distribution of the securities may be deemed to be underwriters, and compensation received by
them on resale of the securities may be deemed to be underwriting discounts. Additionally, because selling shareholders may be deemed
to be “underwriters” within the meaning of Section 2(11) of the Securities Act of 1933, selling shareholders may be
subject to the prospectus delivery requirements of the Securities Act of 1933.
Any initial offering price, dealer purchase price,
discount or commission may be changed from time to time.
The securities may be distributed from time to
time in one or more transactions, at negotiated prices, at a fixed price or fixed prices (that may be subject to change), at market prices
prevailing at the time of sale, at various prices determined at the time of sale or at prices related to prevailing market prices.
Offers to purchase securities may be solicited
directly by us or any selling shareholder or by agents designated by us from time to time. Any such agent may be deemed to be an underwriter,
as that term is defined in the Securities Act of 1933, of the securities so offered and sold.
If underwriters are utilized in the sale of any
securities in respect of which this prospectus is being delivered, such securities will be acquired by the underwriters for their own
account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering
prices or at varying prices determined by the underwriters at the time of sale. Securities may be offered to the public either through
underwriting syndicates represented by managing underwriters or directly by one or more underwriters. If any underwriter or underwriters
are utilized in the sale of securities, unless otherwise indicated in the applicable prospectus supplement and/or other offering material,
the obligations of the underwriters are subject to certain conditions precedent, and the underwriters will be obligated to purchase all
such securities if they purchase any of them.
If a dealer is utilized in the sale of the securities
in respect of which this prospectus is delivered, we will sell such securities, and any selling shareholder will sell shares of our common
stock to the dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such
dealer at the time of resale. Transactions through brokers or dealers may include block trades in which brokers or dealers will attempt
to sell shares as agent but may position and resell as principal to facilitate the transaction or in cross trades, in which the same
broker or dealer acts as agent on both sides of the trade. Any such dealer may be deemed to be an underwriter, as such term is defined
in the Securities Act of 1933, of the securities so offered and sold. In addition, any selling shareholder may sell shares of our common
stock in ordinary brokerage transactions or in transactions in which a broker solicits purchases.
Offers to purchase securities may be solicited
directly by us or any selling shareholder and the sale thereof may be made by us or any selling shareholder directly to institutional
investors or others, who may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any resale
thereof.
Any selling shareholders may also resell all or
a portion of their shares of our common stock in transactions exempt from the registration requirements of the Securities Act of 1933
in reliance upon Rule 144 under the Securities Act of 1933 provided they meet the criteria and conform to the requirements of that
rule, Section 4(1) of the Securities Act of 1933 or other applicable exemptions, regardless of whether the securities are covered
by the registration statement of which this prospectus forms a part.
Agents, underwriters and dealers may be entitled
under relevant agreements with us or any selling shareholder to indemnification by us against certain liabilities, including liabilities
under the Securities Act of 1933, or to contribution with respect to payments which such agents, underwriters and dealers may be required
to make in respect thereof. The terms and conditions of any indemnification or contribution will be described in the applicable prospectus
supplement and/or other offering material.
We may pay all expenses incurred with respect
to the registration of the shares of common stock owned by any selling shareholders, other than underwriting fees, discounts or commissions,
which will be borne by the selling shareholders. We or any selling shareholder may also sell shares of our common stock through various
arrangements involving mandatorily or optionally exchangeable securities, and this prospectus may be delivered in connection with those
sales.
We or any selling shareholder may enter into derivative,
sale or forward sale transactions with third parties, or sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement and/or other offering material indicates, in connection with those transactions,
the third parties may sell securities covered by this prospectus and the applicable prospectus supplement and/or other offering material,
including in short sale transactions and by issuing securities not covered by this prospectus but convertible into, exchangeable for
or representing beneficial interests in securities covered by this prospectus, or the return of which is derived in whole or in part
from the value of such securities. The third parties may use securities received under derivative, sale or forward sale transactions
or securities pledged by us or any selling shareholder or borrowed from us, any selling shareholder or others to settle those sales or
to close out any related open borrowings of stock, and may use securities received from us or any selling shareholder in settlement of
those transactions to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter
and will be identified in the applicable prospectus supplement (or a post-effective amendment) and/or other offering material.
Additionally, any selling shareholder may engage
in hedging transactions with broker-dealers in connection with distributions of shares or otherwise. In those transactions, broker-dealers
may engage in short sales of shares in the course of hedging the positions they assume with such selling shareholder. Any selling shareholder
also may sell shares short and redeliver shares to close out such short positions. Any selling shareholder may also enter into option
or other transactions with broker-dealers which require the delivery of shares to the broker-dealer. The broker-dealer may then resell
or otherwise transfer such shares pursuant to this prospectus. Any selling shareholder also may loan or pledge shares, and the borrower
or pledgee may sell or otherwise transfer the shares so loaned or pledged pursuant to this prospectus. Such borrower or pledgee also
may transfer those shares to investors in our securities or the selling shareholder’s securities or in connection with the offering
of other securities not covered by this prospectus.
Underwriters, broker-dealers or agents may receive
compensation in the form of commissions, discounts or concessions from us or any selling shareholder. Underwriters, broker-dealers or
agents may also receive compensation from the purchasers of shares for whom they act as agents or to whom they sell as principals, or
both. Compensation as to a particular underwriter, broker-dealer or agent will be in amounts to be negotiated in connection with transactions
involving shares and might be in excess of customary commissions. In effecting sales, broker-dealers engaged by us or any selling shareholder
may arrange for other broker-dealers to participate in the resales.
Any securities offered other than common stock
will be a new issue and, other than the common stock, which is listed on the New York Stock Exchange, will have no established trading
market. We may elect to list any series of securities on an exchange, and in the case of the common stock, on any additional exchange,
but, unless otherwise specified in the applicable prospectus supplement and/or other offering material, we shall not be obligated to
do so. No assurance can be given as to the liquidity of the trading market for any of the securities.
Agents, underwriters and dealers may engage in
transactions with, or perform services for, us or our subsidiaries or any selling shareholder in the ordinary course of business.
Any underwriter may engage in overallotment, stabilizing
transactions, short covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934.
Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase
the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases
of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters
to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction
to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced,
the underwriters may discontinue any of the activities at any time. An underwriter may carry out these transactions on the New York Stock
Exchange, in the over-the-counter market or otherwise.
The place and time of delivery for securities
will be set forth in the accompanying prospectus supplement and/or other offering material for such securities.
WHERE YOU CAN FIND MORE
INFORMATION
We file annual, quarterly and current reports,
proxy statements and other information with the SEC (File No. 001-31371). We also filed a registration statement on Form S-3,
including exhibits, under the Securities Act of 1933 with respect to the securities offered by this prospectus. This prospectus is a
part of the registration statement, but does not contain all of the information included in the registration statement or the exhibits
to the registration statement. Our SEC filings are available to the public at the SEC’s web site at http://www.sec.gov.
We are “incorporating by reference”
specified documents that we file with the SEC, which means:
| · | incorporated documents
are considered part of this prospectus; |
| · | we are disclosing important
information to you by referring you to those documents; and |
| · | information we file
with the SEC will automatically update and supersede information contained in this prospectus. |
We incorporate by reference the documents listed
below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date of this prospectus and before the end of the offering of the securities pursuant to this prospectus:
| · | our Current Reports
on Form 8-K filed on March 27,
2024, April 9,
2024, April 16,
2024 (as amended by the Form 8-K/A filed on April 17,
2024), May 10,
2024, June 3,
2024 and July 24,
2024; and |
| · | the description of our
common stock contained in our Registration
Statement on Form 8-A, dated June 21, 2002, as supplemented or amended by the
description of our common stock contained in Exhibit 4.5
to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023,
and any amendment or report updating that description. |
Notwithstanding the foregoing, information furnished
under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, is not incorporated
by reference in this prospectus.
You may request a copy of any of these filings,
at no cost, by request directed to us at the following address or telephone number:
Oshkosh Corporation
1917 Four Wheel Drive
Oshkosh, Wisconsin 54902
(920) 235-9151
Attention: Secretary
You can also find these filings on our website
at www.oshkoshcorporation.com. However, we are not including the information contained on our website as part of, or incorporating it
by reference into, this prospectus.
You should not assume that the information in
this prospectus, any prospectus supplement and/or other offering material, as well as the information we file or previously filed with
the SEC that we incorporate by reference in this prospectus, any prospectus supplement and/or other offering material, is accurate as
of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since
that date.
LEGAL MATTERS
The validity of the securities offered by this
prospectus will be passed upon for us by Foley & Lardner LLP. The validity of the securities offered by this prospectus will
be passed upon for any underwriters or agents by counsel named in the applicable prospectus supplement. The opinions of Foley &
Lardner LLP and counsel for any underwriters or agents may be conditioned upon and may be subject to assumptions regarding future action
required to be taken by us and any underwriters, dealers or agents in connection with the issuance of any securities. The opinions of
Foley & Lardner LLP and counsel for any underwriters or agents may be subject to other conditions and assumptions, as indicated
in the prospectus supplement.
EXPERTS
The financial statements of Oshkosh Corporation
as of December 31, 2023 and 2022, and for each of the two years in the period ended December 31, 2023, the three months ended
December 31, 2021, and the fiscal year ended September 30, 2021, incorporated by reference in this Prospectus by reference
to Oshkosh Corporation’s annual report on Form 10-K for the year ended December 31, 2023, and the effectiveness of Oshkosh
Corporation’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports
of such firm given their authority as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other
Expenses of Issuance and Distribution.
The aggregate estimated expenses, other than underwriting
discounts and commissions, in connection with the sale of the securities being registered hereby are currently anticipated to be as follows
(all amounts are estimated). All expenses of the offering will be paid by Oshkosh Corporation (the “Company”).
| | |
Amount | |
| Securities and Exchange Commission registration fee | |
| (1 | ) |
| Printing expenses | |
| (2 | ) |
| Legal fees and expenses | |
| (2 | ) |
| Accounting fees and expenses | |
| (2 | ) |
| Miscellaneous (including any applicable
listing fees, rating agency fees,trustee and transfer agent’s fees and expenses) | |
| (2 | ) |
| | |
| | |
| Total | |
$ | | |
| (1) |
Deferred in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933. |
| (2) | An estimate of the various expenses in connection with the sale and distribution
of the securities being offered will be included in the applicable prospectus supplement. |
Item 15. Indemnification
of Directors and Officers.
Article VII of the Company’s By-Laws
requires that it must, to the fullest extent permitted or required by the Wisconsin Business Corporation Law (“WBCL”), including
any amendments to the WBCL (but only to the extent an amendment permits or requires us to provide broader indemnification rights than
prior to the amendment), indemnify the Company’s directors and officers against any and all liabilities, and pay or reimburse any
and all properly documented reasonable expenses, incurred in any proceedings to which any director or officer is a party because he or
she is or was a director or officer. The Company must also indemnify an employee who is not a director or officer, to the extent that
the employee has been successful on the merits or otherwise in defense of a proceeding, for all expenses incurred in the proceeding if
the employee was a party because he or she is or was an employee. The Company may, but is not required to, supplement the rights to indemnification
against liabilities and allowance of expenses under this paragraph by the purchase of insurance on behalf of any one or more of the directors,
officers or employees, whether or not it would be required or permitted to indemnify or allow expenses to a director, officer or employee.
The indemnification provided by the WBCL and the
Company’s By-Laws is not exclusive of any other rights to which a director or officer may be entitled. The general effect of the
indemnification provisions may be to reduce the circumstances in which an officer or director may be required to bear the economic burden
of the liabilities and expense.
The Company maintains a liability insurance policy
for its directors and officers as permitted by Wisconsin law that may extend to, among other things, liability arising under the Securities
Act of 1933.
Item 16. Exhibits.
The exhibits listed in the accompanying Exhibit Index
are filed or incorporated by reference as part of this Registration Statement.
Item 17. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee Tables” in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That,
for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing
the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of
sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to
this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the issue has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(d) The
undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act
under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Act.
EXHIBIT INDEX
| Exhibit Number |
|
Document Description |
| 1 |
|
Form of Underwriting Agreement.* |
| 4.1 |
|
Articles
of Incorporation of Oshkosh Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K
dated June 30, 2014 (File No. 1-31371)). |
| 4.2 |
|
By-Laws
of Oshkosh Corporation, as amended October 6, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report
on Form 8-K dated July 23, 2024 (File No. 1-31371)). |
| 4.3 |
|
Third Amended and Restated Credit Agreement, dated March 23, 2022, among Oshkosh Corporation, various subsidiaries of Oshkosh Corporation party thereto as borrowers and various lenders and agents party thereto (incorporated by reference to Exhibit 4.1 the Company’s Current Report on Form 8-K dated March 24, 2022 (File No. 1-31371)). |
| 4.4 |
|
Second
Amendment to Third Amended and Restated Credit Agreement and Revolving Credit Facility Increase Agreement, dated as of April 3, 2024,
among Oshkosh Corporation, the various lenders party thereto, and Bank of America, N.A., as administrative agent (incorporated by
reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 3, 2024 (File No. 1-31371)). |
| 4.5 |
|
Indenture,
dated as of May 17, 2018, between Oshkosh Corporation and Computershare Trust Company, National Association, as trustee (as successor
to Wells Fargo Bank, National Association) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form
8-K dated May 21, 2018 (File No. 1-31371)). |
| 4.6 |
|
Supplemental
Indenture, dated May 17, 2018, between Oshkosh Corporation and Computershare Trust Company, National Association, as trustee (as
successor to Wells Fargo Bank, National Association) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report
on Form 8-K, dated May 21, 2018 (File No. 1-31371)). |
| 4.7 |
|
Second
Supplemental Indenture, dated as of February 26, 2020, between Oshkosh Corporation and Computershare Trust Company, National Association,
as trustee (as successor to Wells Fargo Bank, National Association) (incorporated by reference to Exhibit 4.2 to the Company’s
Current Report on Form 8-K dated February 26, 2020 (File No. 1-31371)). |
| 4.8 |
|
Form of Senior Debt Securities.* |
| 4.9 |
|
Form of Deposit Agreement.* |
| 4.10 |
|
Form of Depositary Receipt.* |
| 4.11 |
|
Form of Warrant.* |
| 4.12 |
|
Form of Warrant Agreement.* |
| 4.13 |
|
Form of Stock Purchase Contract.* |
| 5 |
|
Opinion of Foley & Lardner LLP
(including consent of counsel). |
| 23.1 |
|
Consent of Foley & Lardner LLP (included in Exhibit 5). |
| 23.2 |
|
Consent of Deloitte & Touche
LLP. |
| 24 |
|
Power of attorney (included on signature page). |
| 25 |
|
Form T-1 Statement of Eligibility of Trustee under the Indenture,
dated May 17, 2018, between Oshkosh Corporation and Computershare Trust Company, National Association, as trustee. |
| 107 |
|
Filing Fee Table. |
| * | If required, to be filed by amendment or as an exhibit to a subsequent Current
Report on Form 8-K and incorporated herein by reference. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Oshkosh, State of Wisconsin, on this 18th day of November, 2024.
| |
OSHKOSH CORPORATION |
| |
|
|
| |
By: |
/s/ Michael E. Pack |
| |
|
Michael E. Pack |
| |
|
Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on November 18, 2024.
Each person whose signature appears below constitutes and appoints John C. Pfeifer, Michael E. Pack and Ignacio A. Cortina, and each
of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) or supplements to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or any substitute,
may lawfully do or cause to be done by virtue hereof.
| Signature |
|
Title |
| |
|
|
| /s/ John C. Pfeifer |
|
President, Chief Executive Officer and Director |
| John C. Pfeifer |
|
(Principal Executive Officer) |
| |
|
|
| /s/ Michael E. Pack |
|
Executive Vice President and Chief Financial Officer |
| Michael E. Pack |
|
(Principal Financial Officer) |
| |
|
|
| /s/ James C. Freeders |
|
Senior Vice President Finance and Controller |
| James C. Freeders |
|
(Principal Accounting Officer) |
| |
|
|
| /s/ Keith J. Allman |
|
Director |
| Keith J. Allman |
|
|
| |
|
|
| /s/ William J. Burns |
|
Director |
| William J. Burns |
|
|
| |
|
|
| /s/ Annette K. Clayton |
|
Director |
| Annette K. Clayton |
|
|
| |
|
|
| /s/ Douglas L. Davis |
|
Director |
| Douglas L. Davis |
|
|
| |
|
|
| /s/ Tyrone M. Jordan |
|
Director |
| Tyrone M. Jordan |
|
|
| Signature |
|
Title |
| |
|
|
| /s/ Kimberley Metcalf-Kupres |
|
Director |
| Kimberley Metcalf-Kupres |
|
|
| |
|
|
| /s/ Stephen D. Newlin |
|
Director and Chairman of the Board |
| Stephen D. Newlin |
|
|
| |
|
|
| /s/ Duncan J. Palmer |
|
Director |
| Duncan J. Palmer |
|
|
| |
|
|
| /s/ David G. Perkins |
|
Director |
| David G. Perkins |
|
|
| |
|
|
| /s/ Sandra E. Rowland |
|
Director |
| Sandra E. Rowland |
|
|
Exhibit 5
 |
ATTORNEYS AT
LAW
777
East Wisconsin Avenue, Suite 3800
Milwaukee, Wisconsin 53202-5306
414.271.2400 TEL
414.297.4900 FAX
www.foley.com
|
November 18, 2024
Oshkosh Corporation
1917 Four Wheel Drive
Oshkosh, Wisconsin 54902
Ladies and Gentlemen:
We have acted as counsel for
Oshkosh Corporation, a Wisconsin corporation (the “Company”), in connection with the preparation of a Registration Statement
on Form S-3 (the “Registration Statement”), including the prospectus constituting a part thereof (the “Prospectus”),
to be filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities
Act”), relating to the issuance and sale by the Company from time to time of an indeterminate amount of: (i) shares of the
Company’s common stock, $.01 par value per share (the “Common Stock”); (ii) shares of the Company’s preferred
stock, $.01 par value per share (the “Preferred Stock”), which may be issued in the form of depositary shares evidenced by
depositary receipts (the “Depositary Shares”) representing fractional interests in shares of Preferred Stock; (iii) unsecured
debt securities of the Company (the “Debt Securities”); (iv) warrants (the “Warrants”) to purchase Debt Securities,
Preferred Stock, Common Stock or other securities of the Company; (v) contracts (the “Stock Purchase Contracts”) that
obligate holders to purchase from the Company, and the Company to sell to these holders, shares of Common Stock or other securities of
the Company at a future date; and (vi) stock purchase units (the “Stock Purchase Units”) consisting of a Stock Purchase
Contract and either Debt Securities, Preferred Stock, Warrants or other securities of the Company or debt obligations of third parties
that are pledged to secure the holder’s obligations to purchase the Common Stock or other securities of the Company under Stock
Purchase Contracts (the Common Stock, the Preferred Stock, the Depositary Shares, the Debt Securities, the Warrants, the Stock Purchase
Contracts and the Stock Purchase Units are referred to herein as the “Securities”). The Prospectus provides that it will be
supplemented in the future by one or more supplements to such Prospectus and/or other offering material (each, a “Prospectus Supplement”).
As counsel to the Company in
connection with the proposed issuance and sale of the Securities, we have examined: (i) the Registration Statement, including the
Prospectus, and the exhibits (including those incorporated by reference), each constituting a part of the Registration Statement; (ii) the
Company’s Articles of Incorporation and By-Laws, as amended to date; (iii) the Indenture, dated as of May 17, 2018, as
supplemented, between the Company and Computershare Trust Company, National Association, as trustee (as successor to Wells Fargo Bank,
National Association) (the “Indenture”); and (iv) such other proceedings, documents and records as we have deemed necessary
to enable us to render this opinion.
AUSTIN | BOSTON | BRUSSELS | CHICAGO | DALLAS
| DENVER | DETROIT | HOUSTON | JACKSONVILLE | LOS ANGELES
MADISON | MEXICO CITY | MIAMI | MILWAUKEE | NEW YORK | ORLANDO | RALEIGH | SACRAMENTO | SALT LAKE CITY
SAN DIEGO | SAN FRANCISCO | SILICON VALLEY | TALLAHASSEE | TAMPA | TOKYO | WASHINGTON, D.C.
Oshkosh Corporation
November 18, 2024
Page 2
In our examination of the above-referenced
documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted
to us as originals and the conformity with the originals of all documents submitted to us as copies. We have also assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective amendments), will comply with all applicable laws; (ii) a
Prospectus Supplement, if required, will have been prepared and filed with the SEC describing the Securities offered thereby; (iii) all
Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration
Statement and any applicable Prospectus Supplement; (iv) any supplemental indenture to the Indenture setting forth the terms of a
series of Debt Securities to be issued under the Indenture will be duly authorized, executed and delivered by the parties thereto in substantially
the form reviewed by us; (v) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will
have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (vi) any Securities issuable
upon conversion, exchange or exercise of any Security being offered will have been duly authorized, created and, if appropriate, reserved
for issuance upon such conversion, exchange or exercise; (vii) with respect to shares of Common Stock or Preferred Stock offered,
there will be sufficient shares of Common Stock or Preferred Stock authorized under the Company’s Articles of Incorporation and
not otherwise reserved for issuance; and (viii) the deposit agreement, to be entered into between the Company and the depositary
named therein (the “Depositary”) and from which the Depositary Shares will be issued (the “Deposit Agreement”),
will be duly authorized, executed and delivered by the parties thereto in substantially the form reviewed by us.
Based upon and subject to the
foregoing, we are of the opinion that:
1. All
requisite action necessary to make any Debt Securities valid, legal and binding obligations of the Company subject to (i) bankruptcy,
insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium and other similar laws of general application affecting
the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in a proceeding in equity
or at law, shall have been taken when:
a. The
Company’s Board of Directors, or a committee thereof or one or more officers of the Company, in each case duly authorized by the
Board of Directors, shall have taken action to establish the terms of such Debt Securities and to authorize the issuance and sale of such
Debt Securities;
b. The
terms of such Debt Securities and of their issuance and sale shall have been established in conformity with the Indenture so as not to
violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to
comply with any requirements or restrictions imposed by any court or governmental entity having jurisdiction over the Company;
c. Such
Debt Securities shall have been duly executed, authenticated and delivered in accordance with the terms and provisions of the Indenture;
and
d. Such
Debt Securities shall have been issued and sold for the consideration contemplated by, and otherwise in conformity with, the Registration
Statement, as supplemented by a Prospectus Supplement with respect to such issuance and sale, and the acts, proceedings and documents
referred to above.
Oshkosh Corporation
November 18, 2024
Page 3
2. All
requisite action necessary to make any shares of Common Stock validly issued, fully paid and nonassessable will have been taken when:
a. The
Company’s Board of Directors, or a committee thereof duly authorized by the Board of Directors, shall have adopted appropriate resolutions
to authorize the issuance and sale of the Common Stock; and
b. Such
shares of Common Stock shall have been issued and sold for the consideration contemplated by, and otherwise in conformity with, the Registration
Statement, as supplemented by a Prospectus Supplement with respect to such issuance and sale, and the acts, proceedings and documents
referred to above.
3. All
requisite action necessary to make any shares of Preferred Stock validly issued, fully paid and nonassessable will have been taken when:
a. The
Company’s Board of Directors, or a committee thereof duly authorized by the Board of Directors, shall have adopted appropriate resolutions
to establish the designations and the preferences, limitations and relative rights, in whole or part, and other terms of such shares as
set forth in or contemplated by the Registration Statement, the exhibits thereto and any Prospectus Supplement relating to the Preferred
Stock, and to authorize the issuance and sale of such shares of Preferred Stock;
b. Articles
of Amendment to the Company’s Articles of Incorporation with respect to the designations and the preferences, limitations and relative
rights, in whole or part, and other terms of such shares shall have been filed with the Department of Financial Institutions of the State
of Wisconsin in the form and manner required by law; and
c. Such
shares of Preferred Stock shall have been issued and sold for the consideration contemplated by, and otherwise in conformity with, the
Registration Statement, as supplemented by a Prospectus Supplement with respect to such issuance and sale, and the acts, proceedings and
documents referred to above.
4. All
requisite action necessary to make any depositary receipts evidencing the Depositary Shares constitute valid, legal and binding obligations
of the Company, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium and
other similar laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless
of whether applied in a proceeding in equity or at law, shall have been taken when:
a. The
Company’s Board of Directors, or a committee thereof duly authorized by the Board of Directors, shall have adopted appropriate resolutions
to establish the designations and the preferences, limitations and relative rights, in whole or part, and other terms of the shares of
Preferred Stock underlying the Depositary Shares as set forth in or contemplated by the Registration Statement, the exhibits thereto and
any Prospectus Supplement relating to such Preferred Stock, and to authorize the issuance of such shares of Preferred Stock;
Oshkosh Corporation
November 18, 2024
Page 4
b. Articles
of Amendment to the Company’s Articles of Incorporation with respect to the designations and the preferences, limitations and relative
rights, in whole or part, and other terms of the Preferred Stock underlying the Depositary Shares shall have been filed with the Department
of Financial Institutions of the State of Wisconsin in the form and manner required by law;
c. The
Company’s Board of Directors, or a committee thereof or one or more officers of the Company, in each case duly authorized by the
Board of Directors, shall have taken action to approve and establish the terms of the Deposit Agreement and such Deposit Agreement shall
have been duly executed and delivered;
d. The
Preferred Stock underlying the Depositary Shares shall have been duly issued and delivered to the Depositary;
e. The
terms of such Depositary Shares and depositary receipts evidencing the Depositary Shares and of their issuance and sale shall have been
established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any requirements or restrictions imposed by any court or governmental entity having jurisdiction
over the Company;
f. Such
Depositary Shares and depositary receipts evidencing the Depositary Shares shall have been duly executed, issued and delivered in accordance
with the Deposit Agreement and their respective terms and provisions; and
g. Such
Depositary Shares and depositary receipts evidencing the Depositary Shares shall have been issued and sold for the consideration contemplated
by, and otherwise in conformity with, the Registration Statement, as supplemented by a Prospectus Supplement with respect to such issuance
and sale, and the acts, proceedings and documents referred to above.
5. All
requisite action necessary to make any Warrants valid, legal and binding obligations of the Company, subject to (i) bankruptcy, insolvency,
reorganization, fraudulent transfer, fraudulent conveyance, moratorium and other similar laws of general application affecting the rights
and remedies of creditors and (ii) general principles of equity, regardless of whether applied in a proceeding in equity or at law,
shall have been taken when:
a. The
Company’s Board of Directors, or a committee thereof or one or more officers of the Company, in each case duly authorized by the
Board of Directors, shall have taken action to approve and establish the terms and form of the Warrants and the documents, including any
Warrant agreements, evidencing and used in connection with the issuance and sale of the Warrants, and to authorize the issuance and sale
of such Warrants;
Oshkosh Corporation
November 18, 2024
Page 5
b. The
terms of such Warrants and of their issuance and sale shall have been established so as not to violate any applicable law or result in
a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirements or restrictions
imposed by any court or governmental entity having jurisdiction over the Company;
c. Any
such Warrant agreements shall have been duly executed and delivered;
d. Such
Warrants shall have been duly executed and delivered in accordance with the terms and provisions of the applicable Warrant agreement;
and
e. Such
Warrants shall have been issued and sold for the consideration contemplated by, and otherwise in conformity with, the Registration Statement,
as supplemented by a Prospectus Supplement with respect to such issuance and sale, and the acts, proceedings and documents referred to
above.
6. All
requisite action necessary to make any Stock Purchase Contracts and Stock Purchase Units valid, legal and binding obligations of the Company,
subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium and other similar laws
of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether
applied in a proceeding in equity or at law, shall have been taken when:
a. The
Company’s Board of Directors, or a committee thereof or one or more officers of the Company, in each case duly authorized by the
Board of Directors, shall have taken action to approve and establish the terms of the Stock Purchase Contracts and the documents evidencing
and used in connection with the issuance and sale of the Stock Purchase Units and to authorize the issuance and sale of such Stock Purchase
Contracts and Stock Purchase Units;
b. The
terms of such Stock Purchase Contracts and Stock Purchase Units and of their issuance and sale have been established so as not to violate
any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply
with any requirements or restrictions imposed by any court or governmental entity having jurisdiction over the Company;
c. Such
Stock Purchase Contracts and Stock Purchase Units shall have been duly executed and delivered in accordance with their respective terms
and provisions; and
d. Such
Stock Purchase Contracts and Stock Purchase Units shall have been issued and sold for the consideration contemplated by, and otherwise
in conformity with, the Registration Statement, as supplemented by a Prospectus Supplement with respect to such issuance and sale, and
the acts, proceedings and documents referred to above.
Oshkosh Corporation
November 18, 2024
Page 6
With respect to the foregoing
opinions, at one time Section 180.0622(2)(b) of the Wisconsin Business Corporation Law imposed personal liability upon shareholders
for debts owing to employees of the Company for services performed, but not exceeding six months’ service in any one case. This
statutory provision was repealed by 2005 Wisconsin Act 474, which provided that the repeal applies to debts incurred on or after June 14,
2006.
We express no opinion as to
the laws of any jurisdiction other than the States of Wisconsin and New York and the federal laws of the United States.
We hereby consent to the reference
to our firm under the caption “Legal Matters” in the Prospectus which is filed as part of the Registration Statement and to
the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are “experts”
within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7
of the Securities Act.
| |
Very truly yours, |
| |
|
| |
/s/ Foley & Lardner LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of our reports dated February 29, 2024, relating to the financial statements of Oshkosh Corporation and the effectiveness
of Oshkosh Corporation's internal control over financial reporting, appearing in the Annual Report on Form 10-K of Oshkosh Corporation
for the year ended December 31, 2023. We also consent to the reference to us under the heading "Experts" in such Registration
Statement.
/s/ Deloitte & Touche LLP
Milwaukee, Wisconsin
November 18, 2024
Exhibit 25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2)
[___]
Computershare
Trust Company, National Association
(Exact name of trustee as specified in its charter)
National Banking Association
(Jurisdiction of incorporation or organization
if not a U.S. national bank) |
04-3401714
(I.R.S. Employer
Identification Number) |
| |
|
150 Royall Street, Canton, MA
(Address of principal executive offices) |
02021
(Zip Code) |
|
Law Department
Computershare Trust
Company, National Association
150 Royall Street,
Canton, MA
02021
(781) 575-2000
(Name, address and
telephone number of agent for service)
|
OSHKOSH CORPORATION
(Exact name of obligor as specified in its charter)
| Wisconsin |
39-0520270 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer Identification Number) |
|
1917 Four Wheel Drive
Oshkosh, Wisconsin
(Address of principal executive
offices) |
54902
(Zip Code) |
Debt Securities
(Title of the indenture securities)
| Item 1. | General Information. Furnish the following information as to the trustee: |
| (a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
340 Madison Avenue, 4th Floor
New York, NY 10017-2613
| (b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate
trust powers.
| Item 2. | Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe such affiliation. |
None.
| |
Items 3-15. |
No responses are included for Items 3-15 of this Form T-1 because, to the best of the Trustee’s knowledge,
neither the obligor nor any guarantor is in default under any Indenture for which the Trustee acts as Trustee and the Trustee is not
a foreign trustee as provided under Item 15. |
| Item 16. | List of exhibits. List below all exhibits filed as a part of this statement of eligibility. |
1. A
copy of the articles of association of the trustee. (See Exhibit 1 to Form T-1 filed with Registration Statement No. 333-200089).
2. A
copy of the certificate of authority of the trustee to commence business.
3. A
copy of the Comptroller of the Currency Certification of Fiduciary Powers for Computershare Trust Company, National Association.
4. A
copy of the existing bylaws of the trustee, as now in effect. (See Exhibit 4 to Form T-1 filed with Registration Statement No. 333-200089).
5. Not
applicable
6. The
consent of the Trustee required by Section 321(b) of the Act.
7. A
copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
8. Not
applicable
9. Not
applicable
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Computershare Trust Company, National Association, a national banking association, organized and existing under the laws of the
United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized,
all in the City of St. Paul, and State of Minnesota, on the 14th day of November, 2024.
| |
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
|
| |
By: |
/s/David S. Pickett |
| |
|
Name: David S. Pickett
Title: Assistant Vice President |
A copy of the Comptroller of the Currency Certificate of Corporate
Existence for Computershare Trust Company, National Association, dated November 4, 2024.
A copy of the Comptroller of the Currency Certification of Fiduciary
Powers for Computershare Trust Company, National Association, dated November 4, 2024.
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321
(b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of debt securities, Computershare Trust Company,
National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished
by such authorities to the Securities and Exchange Commission upon request therefore.
| |
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
|
| |
By: |
/s/ David S. Pickett |
| |
|
Title: Assistant Vice President |
| |
| November 14 , 2024 |
Consolidated Report of Condition of
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
150 Royall Street, Canton, MA 02021
at the close
of business June 30, 2024.
| ASSETS | |
Dollar Amounts In Thousands | |
| Cash and balances due from depository institutions: | |
| | |
| Noninterest-bearing balances and currency and coin | |
| 4,112 | |
| Interest-bearing balances | |
| 370,129 | |
| Securities: | |
| | |
| Held-to-maturity securities | |
| -0- | |
| Available-for-sale securities | |
| -0- | |
| Federal funds sold and securities purchased under agreements to resell: | |
| | |
| Federal funds sold in domestic offices | |
| -0- | |
| Securities purchased under agreements to resell | |
| -0- | |
| Loans and lease financing receivables: | |
| | |
| Loans and leases held for sale | |
| -0- | |
| Loans and leases, net of unearned income | |
| -0- | |
| LESS: Allowance for loan and lease losses | |
| -0- | |
| Loans and leases, net of unearned income and allowance | |
| -0- | |
| Trading assets | |
| -0- | |
| Premises and fixed assets (including capitalized leases) | |
| 8,047 | |
| Other real estate owned | |
| -0- | |
| Investments in unconsolidated subsidiaries and associated companies | |
| -0- | |
| Direct and indirect investments in real estate ventures | |
| -0- | |
| Intangible assets: | |
| | |
| Goodwill | |
| 134,206 | |
| Other intangible assets | |
| 462,169 | |
| Other assets | |
| 147,180 | |
| Total assets | |
| 1,125,843 | |
| LIABILITIES | |
| | |
| Deposits: | |
| | |
| In domestic offices | |
| -0- | |
| Noninterest-bearing | |
| -0- | |
| Interest-bearing | |
| -0- | |
| Federal funds purchased and securities sold under agreements to repurchase: | |
| | |
| Federal funds purchased in domestic offices | |
| -0- | |
| Securities sold under agreements to
repurchase | |
| -0- | |
| Trading liabilities | |
| -0- | |
| Other borrowed money: | |
| | |
| (includes mortgage indebtedness and obligations under capitalized leases) | |
| -0- | |
| Not applicable | |
| | |
| Not applicable | |
| | |
| Subordinated notes and debentures | |
| -0- | |
| Other liabilities | |
| 173,588 | |
| Total liabilities | |
| 173,588 | |
| EQUITY CAPITAL | |
| | |
| Perpetual preferred stock and related surplus | |
| 0 | |
| Common stock | |
| 500 | |
| Surplus (exclude all surplus related to preferred stock) | |
| 850,876 | |
| Retained earnings | |
| 100,879 | |
| Accumulated other comprehensive income | |
| -0- | |
| Other equity capital components | |
| -0- | |
| Total bank equity capital | |
| 952,255 | |
| Noncontrolling (minority) interests in consolidated subsidiaries | |
| -0- | |
| Total equity capital | |
| 952,255 | |
| Total liabilities and equity capital | |
| 1,125,843 | |
I, Greg Brandt, Assistant Controller of the above named bank do hereby
declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Greg Brandt
Greg Brandt
Assistant Controller
S-3
S-3ASR
EX-FILING FEES
0000775158
OSHKOSH CORP
0000775158
2024-11-18
2024-11-18
0000775158
1
2024-11-18
2024-11-18
0000775158
2
2024-11-18
2024-11-18
0000775158
3
2024-11-18
2024-11-18
0000775158
4
2024-11-18
2024-11-18
0000775158
5
2024-11-18
2024-11-18
0000775158
6
2024-11-18
2024-11-18
0000775158
7
2024-11-18
2024-11-18
iso4217:USD
xbrli:pure
xbrli:shares
|
Calculation of Filing Fee Tables
|
|
S-3
|
|
OSHKOSH CORP
|
|
Table 1: Newly Registered and Carry Forward Securities
|
|
|
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial Effective Date
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
|
|
Newly Registered Securities
|
|
Fees to be Paid
|
1
|
Equity
|
Common Stock, $0.01par value
|
457(r)
|
|
|
|
0.0001531
|
|
|
|
|
|
|
Fees to be Paid
|
2
|
Equity
|
Preferred Stock, $0.01par value
|
457(r)
|
|
|
|
0.0001531
|
|
|
|
|
|
|
Fees to be Paid
|
3
|
Other
|
Depositary Shares
|
457(r)
|
|
|
|
0.0001531
|
|
|
|
|
|
|
Fees to be Paid
|
4
|
Debt
|
Debt Securities
|
457(r)
|
|
|
|
0.0001531
|
|
|
|
|
|
|
Fees to be Paid
|
5
|
Other
|
Warrants
|
457(r)
|
|
|
|
0.0001531
|
|
|
|
|
|
|
Fees to be Paid
|
6
|
Other
|
Stock Purchase Contracts
|
457(r)
|
|
|
|
0.0001531
|
|
|
|
|
|
|
Fees to be Paid
|
7
|
Other
|
Stock Purchase Contracts
|
457(r)
|
|
|
|
0.0001531
|
|
|
|
|
|
|
Fees Previously Paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carry Forward Securities
|
|
Carry Forward Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Offering Amounts:
|
|
$
0.00
|
|
$
0.00
|
|
|
|
|
|
|
|
|
Total Fees Previously Paid:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
|
Total Fee Offsets:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
|
Net Fee Due:
|
|
|
|
$
0.00
|
|
|
|
|
|
1
|
1a. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units. In addition, securities registered hereunder may be sold either separately or as units comprised of more than one type of security registered hereunder.
1b. An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices.
1c. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of all of the registration fee.
|
|
|
|
2
|
See Offering Note 1.
|
|
|
|
3
|
See Offering Note 1.
|
|
|
|
4
|
See Offering Note 1.
|
|
|
|
5
|
See Offering Note 1.
|
|
|
|
6
|
See Offering Note 1.
|
|
|
|
7
|
Each stock purchase unit consists of (a) a stock purchase contract under which the holder, upon settlement, will purchase or sell an indeterminate number of shares of common stock or preferred stock or depositary shares and (b) common stock, preferred stock, depositary shares, debt securities, other stock purchase contracts or debt obligations of third parties securing the holder's obligation to purchase or sell the securities subject to the stock purchase contract. No separate consideration will be received for the stock purchase contract or the related pledged securities.
See Offering Note 1.
|
|
|
v3.24.3
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v3.24.3
Offerings
|
Nov. 18, 2024 |
| Offering: 1 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Equity
|
| Security Class Title |
Common Stock, $0.01par value
|
| Fee Rate |
0.01531%
|
| Offering Note |
1a. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units. In addition, securities registered hereunder may be sold either separately or as units comprised of more than one type of security registered hereunder.
1b. An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices.
1c. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of all of the registration fee.
|
| Offering: 2 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Equity
|
| Security Class Title |
Preferred Stock, $0.01par value
|
| Fee Rate |
0.01531%
|
| Offering Note |
See Offering Note 1.
|
| Offering: 3 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Other
|
| Security Class Title |
Depositary Shares
|
| Fee Rate |
0.01531%
|
| Offering Note |
See Offering Note 1.
|
| Offering: 4 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Debt
|
| Security Class Title |
Debt Securities
|
| Fee Rate |
0.01531%
|
| Offering Note |
See Offering Note 1.
|
| Offering: 5 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Other
|
| Security Class Title |
Warrants
|
| Fee Rate |
0.01531%
|
| Offering Note |
See Offering Note 1.
|
| Offering: 6 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Other
|
| Security Class Title |
Stock Purchase Contracts
|
| Fee Rate |
0.01531%
|
| Offering Note |
See Offering Note 1.
|
| Offering: 7 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Other
|
| Security Class Title |
Stock Purchase Contracts
|
| Fee Rate |
0.01531%
|
| Offering Note |
Each stock purchase unit consists of (a) a stock purchase contract under which the holder, upon settlement, will purchase or sell an indeterminate number of shares of common stock or preferred stock or depositary shares and (b) common stock, preferred stock, depositary shares, debt securities, other stock purchase contracts or debt obligations of third parties securing the holder's obligation to purchase or sell the securities subject to the stock purchase contract. No separate consideration will be received for the stock purchase contract or the related pledged securities.
See Offering Note 1.
|
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