Terms Agreement for Sale of 7.60% Trust Preferred Securities by Comerica Capital Trust I, Guaranteed by Comerica Incorporated, to Underwriters
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Summary
Comerica Capital Trust I, with a full guarantee from Comerica Incorporated, agrees to sell 14 million 7.60% Trust Preferred Securities to a group of underwriters led by Credit Suisse First Boston and Salomon Smith Barney. The securities are priced at $24.2125 each, with an expected reoffering price of $25, and will be listed on the New York Stock Exchange. The agreement outlines the purchase terms, distribution rate, redemption options, and the allocation of securities among the underwriters, with closing set for July 31, 2001.
EX-1.2 4 k64056ex1-2.txt TERMS AGREEMENT 1 EXHIBIT 1.2 COMERICA CAPITAL TRUST I ("COMPANY") 7.60% TRUST PREFERRED SECURITIES AS FULLY AND UNCONDITIONALLY GUARANTEED BY COMERICA INCORPORATED TERMS AGREEMENT July 25, 2001 To: The Representatives of the Underwriters identified herein Dear Sirs: The undersigned agrees to sell to the several Underwriters named in Schedule A hereto for their respective accounts, on and subject to the terms and conditions of the Underwriting Agreement dated July 25, 2001 ("UNDERWRITING AGREEMENT"), the following securities on the following terms: TITLE: 7.60% Trust Preferred Securities fully and unconditionally guaranteed by Comerica Incorporated (the "SECURITIES") NUMBER OF SECURITIES: 14,000,000. DISTRIBUTION RATE: annual rate of 7.60%. OPTIONAL REDEMPTION: any time on and after July 31, 2006. LISTING: New York Stock Exchange. PURCHASE PRICE: $24.2125 per Security plus accrued distributions, if any, from July 31, 2001. EXPECTED REOFFERING PRICE: $25 per Security plus accrued distributions, if any, from July 31, 2001, subject to change by the Representatives. CLOSING: 10 A.M. on July 31, 2001, at the offices of Simpson Thacher & Bartlett, 1 2 in Federal (same day) funds. NAMES AND ADDRESS OF THE REPRESENTATIVES: Credit Suisse First Boston Corporation Salomon Smith Barney Inc. c/o Salomon Smith Barney Inc. 388 Greenwich Street, 34th Floor New York, New York 10013 The respective number of Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto. The provisions of the Underwriting Agreement are incorporated herein by reference. For purposes of Section 6 of the Underwriting Agreement, the only information furnished to the Company by any Underwriter for use in the Prospectus consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fifth paragraph under the caption "UNDERWRITING" in the prospectus supplement, the information contained in the tenth and eleventh paragraphs under the caption "UNDERWRITING" in the prospectus supplement pertaining to Regulation M under the Act and the information contained in the fifth sentence of the seventh paragraph under the caption "UNDERWRITING" in the prospectus supplement. 2 3 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms. Very truly yours, Comerica Incorporated By________________________ Comerica Capital Trust I By________________________ The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. Credit Suisse First Boston Corporation Salomon Smith Barney Inc. Acting on behalf of themselves and as the Representatives of the several Underwriters By Salomon Smith Barney Inc. By _________________________________ 3 4 4 SCHEDULE A UNDERWRITER NUMBER OF SECURITIES - ----------- --------------------
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