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Underwriting Agreement

 

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Title:

Underwriting Agreement

Entities:

Citigroup Global Markets Inc.; Kayne Anderson Energy Development Co; UBS Securities LLC; Paul, Hastings, Janofsky & Walker; Venable LLP

Date:

2006

Size:

Preview shows 6KB of 135KB total

Price:

$60

ID:

#2515098

 

 

► Financing ► Underwriting Agreements
► Financial
► Services ► Legal

 

 

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KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY
[     ] Shares of Common Stock
UNDERWRITING AGREEMENT
New York, New York
September [     ], 2006
Citigroup Global Markets Inc.
UBS Securities LLC
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
     The undersigned, Kayne Anderson Energy Development Company, a Maryland corporation (the Company), KA Fund Advisors, LLC, a Delaware limited liability company (the Adviser) and Kayne Anderson Capital Advisors, L.P., a California limited partnership (KACALP) address you as underwriters and as the representatives (the Representatives) of each of the several underwriters named on Schedule I hereto (herein collectively called the Underwriters). The Company proposes to sell to the Underwriters [     ] shares of Common Stock, par value $0.001 per share (Common Stock) of the Company (said shares to be issued and sold by the Company being hereinafter called the Underwritten Securities). The Company also proposes to grant to the Underwriters an option to purchase up to [     ] additional shares of Common Stock to cover over-allotments (the Option Securities; the Option Securities, together with the Underwritten Securities, being hereinafter called the Securities). Unless otherwise stated, the term you as used herein means each of Citigroup Global Markets Inc. and UBS Securities LLC individually on its own behalf and on behalf of the other Underwriters. Certain terms used herein are defined in Section 20 hereof.
     As part of the offering contemplated by this Agreement, Citigroup Global Markets Inc. has agreed to reserve out of the Securities set forth opposite its name on Schedule I to this Agreement, up to 160,000 of the shares of Common Stock for sale to persons who are directors, officers or employees, or who are otherwise associated with the Company (collectively, Participants), as set forth in the Prospectus under the heading Underwriting (the Directed Share Program). The Securities to be sold by Citigroup Global Markets Inc. pursuant to the Directed Share Program (the Directed Shares) will be sold by Citigroup Global Markets Inc. pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by any Participants by 7:30 A.M. New York City time on the business day following the date on

 


 

which this Agreement is executed will be offered to the public by Citigroup Global Markets Inc. as set forth in the Prospectus.
     The Company, KACALP and the Adviser wish to confirm as follows their agreements with you and the other several Underwriters on whose behalf you are acting in connection with the several purchases of the Securities by the Underwriters.
     The Company has entered into (i) an Investment Management Agreement with the Adviser, dated as of [      ], 2006; (ii) a Custody Agreement with The Custodial Trust Company dated as of [      ], 2006; (iii) a Transfer Agency Agreement with American Stock Transfer & Trust Company dated as of [      ], 2006; (iv) an Administration Agreement with Bear Stearns Funds Management Inc. dated as of [      ], 2006; (v) a Fund Accounting Agreement with Ultimus Fund Solutions, LLC dated as of [      ], 2006; and such agreements are herein referred to as the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement, Administration Agreement, and Accounting Agreement, respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement, the Administration Agreement and the Accounting Agreement are herein referred to as the Company Agreements. In addition, the Company has adopted a dividend reinvestment plan (the Dividend Reinvestment Plan) pursuant to which the holders of Common Stock shall have their dividends automatically reinvested in additional Common Stock of the Company unless they elect to receive such dividends in cash.

 

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