tm2627553-1_s3asr - none - 3.1094057s
As filed with the Securities and Exchange Commission on October 23, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Acuity Inc.*
* and each of the additional registrants listed on the next page
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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58-2632672
(I.R.S. Employer
Identification Number)
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1170 Peachtree Street, N.E.
Suite 1200
Atlanta, Georgia 30309
(404) 853-1400
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Barry R. Goldman
Senior Vice President and General Counsel
Acuity Inc.
1170 Peachtree Street, N.E., Suite 1200
Atlanta, Georgia 30309
(404) 853-1400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with copies to:
Jason Hille
Foley & Lardner LLP
777 E Wisconsin Ave.
Milwaukee, WI 53202
(414) 271-2400
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
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: ☒
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. ☒
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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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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. ☐
TABLE OF CO-REGISTRANTS
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Exact name of Registrant*
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Jurisdiction of Formation
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I.R.S. Employer
Identification No.
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Acuity Brands Lighting, Inc.
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Delaware
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58-2633371
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Acuity Intelligent Spaces Inc.
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Delaware
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31-1832408
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QSC, LLC
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California
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95-3412527
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ABL IP Holding LLC
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Georgia
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93-4672136
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*
The address for each of the additional registrants is c/o Acuity Inc., 1170 Peachtree Street, N.E. Suite 1200, Atlanta, Georgia 30309.
ACUITY INC.
Common Stock
Preferred Stock
Depositary Shares
Debt Securities
Guarantees of the Debt Securities of Acuity Brands Lighting, Inc.
ACUITY BRANDS LIGHTING, INC.
Debt Securities
Guarantees of the Debt Securities of Acuity Inc.
ACUITY INTELLIGENT SPACES INC.
Guarantees of the Debt Securities of Acuity Inc.
QSC, LLC
Guarantees of the Debt Securities of Acuity Inc.
ABL IP HOLDING LLC
Guarantees of the Debt Securities of Acuity Inc.
Guarantees of the Debt Securities of Acuity Brands Lighting, Inc.
Acuity Inc. may offer and sell common stock, preferred stock, depositary shares, debt securities and guarantees of the debt securities of Acuity Brands Lighting, Inc., from time to time in amounts, at prices and on terms that we will determine at the time of one or more offerings.
Acuity Brands Lighting, Inc. may offer and sell debt securities and guarantees of the debt securities of Acuity Inc., from time to time in amounts, at prices and on terms that we will determine at the time of one or more offerings.
Acuity Intelligent Spaces Inc., QSC, LLC and ABL IP Holding LLC each may guarantee the debt securities of Acuity Inc., and ABL IP Holding LLC may guarantee the debt securities of Acuity Brands Lighting, Inc., in each case, from time to time, and on the terms that we will determine at the time of one or more offerings.
This prospectus provides you with a general description of the securities we may offer. Each time we offer or sell securities pursuant to this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of the securities offered, any guarantees being offered and, if applicable, the selling stockholders. The prospectus supplement will also describe the specific manner in which we will offer the securities. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement together with the documents incorporated by reference in this prospectus and the applicable prospectus supplement carefully before you decide to invest in any of our securities.
The securities may be offered and sold on a continuous or delayed basis to or through underwriters, brokers, dealers or agents as designated from time to time, or directly to one or more other purchasers or through a combination of such methods. See “Plan of Distribution.” If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangements between or among them, will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement.
In addition, selling stockholders 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 stockholders.
This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement.
Our common stock is listed on the New York Stock Exchange under the symbol “AYI.”
You should carefully consider the risk factors referred to on page 1 of this prospectus, in any applicable prospectus supplement and in the documents incorporated by reference in this prospectus and the applicable prospectus supplement before you invest in our securities.
Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is October 23, 2026
TABLE OF CONTENTS
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Unless the context otherwise requires or as otherwise expressly stated, references in this prospectus to “Acuity,” the “Company,” “we,” “us” and “our” and similar terms refer to Acuity Inc. and its consolidated subsidiaries.
ABOUT THIS PROSPECTUS
This prospectus is a part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission (the “SEC”) as a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”), using a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings from time to time.
Each time we or the selling stockholders offer or sell securities pursuant to this prospectus, we or the selling stockholders will provide a prospectus supplement or other type of offering document or supplement (together referred to herein as a “prospectus supplement”) that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. Therefore, if there is any inconsistency between the information contained or incorporated by reference in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement (including any information incorporated by reference therein). You should read this prospectus and the applicable prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”
The registration statement that contains this prospectus, including the exhibits to the registration statement and the documents incorporated by reference herein, contain additional information about us and the securities offered under this prospectus. That registration statement can be read at the SEC website mentioned under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. This prospectus, which forms a part of the registration statement, does not contain all the information that is included in the registration statement. Any statements made in this prospectus concerning the provisions of legal documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter. Our SEC filings are available to the public over the Internet at the SEC website at www.sec.gov. Our SEC filings are also available on our website at https://investors.acuityinc.com/financials/sec-filings. You may access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
Except for the information incorporated by reference as noted below, our website and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents and those documents will be considered part of this prospectus. Information that we file later with the SEC will automatically update and supersede this information.
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 Exchange Act (other than portions of these documents deemed to be “furnished” or not deemed to be “filed,” including the portions of these documents that are either (1) described in paragraphs (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, including any exhibits included with such Items) prior to the termination of any offering of securities offered by this prospectus are incorporated by reference herein:
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The description of our capital stock contained in the Company’s Registration Statement on Form 10 filed on November 9, 2001, including all amendments or reports filed for the purpose of updating such description, including Exhibit 4(b) to the Annual Report on Form 10-K for the year ended August 31, 2026.
You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing), at no cost, by writing or calling us at the following address:
Acuity Inc.
Attn: Corporate Secretary
1170 Peachtree Street, N.E., Suite 1200
Atlanta, Georgia 30309
(404) 853-1400
We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus and any applicable prospectus supplement. We do not take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are only offering these securities in jurisdictions where the offer and sale is permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of this document and that any information incorporated by reference herein is accurate only as of the date of the document containing such information.
FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein and therein may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements include, but are not limited to, statements that describe or relate to the Company’s plans, initiatives, projections, vision, goals, targets, commitments, expectations, objectives, prospects, strategies or financial outlook, and the assumptions underlying or relating thereto. In some cases, we may use words such as “expect,” “believe,” “intend,” “anticipate,” “estimate,” “forecast,” “indicate,” “project,” “predict,” “plan,” “may,” “will,” “could,” “should,” “would,” “potential,” and words of similar meaning, as well as other words or expressions referencing future events, conditions, or circumstances, to identify forward-looking statements. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Act. Forward-looking statements are not guarantees of future performance. Our forward-looking statements are based on our current beliefs, expectations, and assumptions, which may not prove to be accurate, and are subject to known and unknown risks and uncertainties, assumptions, and other important factors, many of which are outside of our control and any of which could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties are discussed in our filings with the U.S. Securities and Exchange Commission, including our most recent annual report on Form 10-K (including, but not limited to, the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), quarterly reports on Form 10-Q, and current reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made. This prospectus is not comprehensive and, for that reason, should be read in conjunction with such filings. You are cautioned not to place undue reliance on any forward-looking statements. Except as required by law, we undertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date they were made or to reflect the occurrence of unanticipated events, whether as a result of new information, future events, or otherwise. You should read this prospectus, any accompanying prospectus supplement and the documents that are referenced and which have been incorporated by reference herein and therein, completely and with the understanding that our actual future results may be materially different from what we expect. All forward-looking statements are qualified by these cautionary statements.
THE COMPANY
Acuity Inc.
Acuity Inc. is a market-leading industrial technology company. We use technology to solve problems in spaces, light, and more things to come. Through our two business segments, Acuity Brands Lighting and Acuity Intelligent Spaces, we design, manufacture, and bring to market products and services that make a valuable difference in people’s lives. We achieve growth through the development of innovative new products and services, including lighting, lighting controls, building management solutions, and an audio, video and control platform. We focus on customer outcomes and drive growth and productivity to increase market share and deliver superior returns. We look to aggressively deploy capital to grow the business and to enter attractive new verticals.
Our common stock is listed on the New York Stock Exchange under the ticker symbol “AYI.” Our principal executive offices are located at 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309, and our telephone number is (404) 853-1400. We maintain a website at www.acuityinc.com. Information that you may find on this website is not part of or incorporated into this prospectus or any prospectus supplement.
Additional information about us is included in our reports and other documents incorporated by reference in this prospectus. See “Incorporation of Certain Information by Reference.”
Acuity Brands Lighting, Inc.
Acuity Brands Lighting, Inc. is a direct, wholly owned subsidiary of Acuity Inc. Acuity Brands Lighting, Inc. is a Delaware corporation with principal executive offices located at 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309, and its telephone number is (404) 853-1400.
Acuity Intelligent Spaces Inc.
Acuity Intelligent Spaces Inc. is a direct, wholly owned subsidiary of Acuity Inc. Acuity Intelligent Spaces Inc. is a Delaware corporation with principal executive offices located at 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309, and its telephone number is (404) 853-1400.
QSC, LLC
QSC, LLC is a direct, wholly owned subsidiary of Acuity Intelligent Spaces Inc. QSC, LLC is a California limited liability company with principal executive offices located at 1675 MacArthur Blvd., Costa Mesa, California 92626, and its telephone number is (404) 853-1400.
ABL IP Holding LLC
ABL IP Holding LLC is a direct, wholly owned subsidiary of Acuity Brands Lighting, Inc. ABL IP Holding LLC is a Georgia limited liability company with principal executive offices located at 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309, and its telephone number is (404) 853-1400.
RISK FACTORS
Investing in our securities involves risk. Before you decide whether to purchase any of our securities, in addition to the other information, documents, or reports included in or incorporated by reference into this prospectus and any accompanying prospectus supplement or other offering materials, you should carefully consider the risk factors in the section entitled “Risk Factors” in any prospectus supplement as well as our most recent Annual Report on Form 10-K and the other reports we file with the SEC, which are incorporated by reference into this prospectus and any prospectus supplement in their entirety, as the same may be amended, supplemented, or superseded from time to time by our filings under the Exchange Act. For more information, see the section entitled “Where You Can Find More Information.” The risks and uncertainties described in our SEC filings are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may also harm our business. If any such risks and uncertainties actually occur, our business, financial condition, results of operations, cash flows and prospects
could be materially and adversely affected, the market price of our securities could decline, and you could lose all or part of your investment.
USE OF PROCEEDS
Unless we state otherwise in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities to which this prospectus relates for general corporate purposes. Until we apply the proceeds from the sale of the securities, we may temporarily invest any proceeds that are not immediately applied to the above purposes in United States government or agency obligations, commercial paper, money market accounts, short-term marketable debt securities, bank deposits or certificates of deposit, repurchase agreements collateralized by United States government or agency obligations or other short-term investments.
DESCRIPTION OF CAPITAL STOCK
The following summary of certain terms of our capital stock describes material provisions of, but does not purport to be complete and is subject to, and qualified in its entirety by, our Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”), which are included as exhibits to this registration statement, as well as the relevant portions of the Delaware General Corporation Law (“DGCL”).
Authorized Capital Stock
Under our Certificate of Incorporation, the total number of shares of all classes of stock that we have the authority to issue is 550,000,000, of which 500,000,000 are shares of common stock, par value $.01 per share, and 50,000,000 are shares of preferred stock, par value $.01 per share. Our outstanding shares are fully paid and non-assessable. Holders of shares of our common stock do not have subscription, redemption, or conversion rights. There are no sinking fund provisions applicable to our common stock.
Voting Rights
The holders of our common stock are entitled to one vote for each share on all matters voted on by stockholders, and the holders of such shares will possess all voting power, except as otherwise required by law or provided in any resolution adopted by our Board of Directors (the “Board”) with respect to any series of our preferred stock. There are no cumulative voting rights. Accordingly, the holders of a majority of the common stock voting for the election of directors in an uncontested election can elect all of the directors, if they choose to do so, subject to any rights of the holders of preferred stock to elect directors.
Dividend Rights
Subject to any preferential or other rights of any outstanding series of our preferred stock that may be designated by the Board, the holders of the common stock are entitled to receive ratably any dividends as may be declared from time to time by the Board from funds available.
Liquidation Rights
Subject to any preferential or other rights of any outstanding series of our preferred stock that may be designated by the Board, upon liquidation, holders of our common stock are entitled to receive pro rata all of our assets available for distribution to such holders.
No Preemptive Rights
No holder of any of our stock of any class has any preemptive right to subscribe to any securities of Acuity of any kind or class.
Transfer Agent and Registrar
Our Transfer Agent and Registrar is Computershare Trust Company N.A.
Preferred Stock
The Board is authorized without further stockholder approval (except as may be required by applicable law or New York Stock Exchange regulations) to provide for the issuance of shares of preferred stock, in one or more series, and to fix for each such series such voting powers, designations, preferences and relative, participating, optional and other special rights, and such qualifications, limitations or restrictions, as are stated in the resolution adopted by the Board providing for the issuance of such series and as are permitted by the DGCL. The terms and rights of any such series may include:
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the designation of the series;
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the number of shares of the series, which number the Board may thereafter, except where otherwise provided in the applicable certificate of designation, increase or decrease, but not below the number of shares thereof then outstanding;
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any dividend rights;
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any liquidation preferences;
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any redemption rights;
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any sinking fund terms;
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any conversion rights;
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any voting rights; and
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any other relative rights, preferences and limitations of such series.
Should the Board elect to exercise this authority, the rights and privileges of holders of shares of the Company’s common stock could be made subject to the rights and privileges of any such series of preferred stock. Presently, we have no plans to issue any preferred stock.
Certain Anti-takeover Provisions of Our Certificate of Incorporation, Bylaws and Delaware Law
Our Certificate of Incorporation, Bylaws, and the DGCL contain certain provisions that could delay or make more difficult an acquisition of control of Acuity not approved by the Board, whether by means of a tender offer, open market purchases, a proxy contest, or otherwise. These provisions, which are summarized below, could have the effect of discouraging third parties from making proposals involving an acquisition or change of control of Acuity, although such a proposal, if made, might be considered desirable by a majority of our stockholders.
Election of Directors. Any vacancy on the Board, however occurring, including a vacancy resulting from an increase in the size of the Board (other than vacancies and newly created directorships which the holders of any class or classes of stock are expressly entitled by the Certificate of Incorporation to fill), may only be filled by the affirmative vote of a majority of our directors then in office, even if less than a quorum, or by the sole remaining director (and not by stockholders). This system of electing directors generally makes it more difficult for stockholders to replace a majority of our directors.
Stockholder Action, Advance Notification of Stockholder Nominations, and Proposals. Our Certificate of Incorporation provides that stockholder action may be taken only at an annual or special meeting of stockholders and that stockholders may not act by written consent. Our Certificate of Incorporation and Bylaws provide that special meetings of stockholders may be called only by resolution adopted by the whole Board. Stockholders are not permitted to call a special meeting or to require the Board to call a special meeting of stockholders.
Our Bylaws establish advance notice procedures for stockholder proposals to be brought before any annual or special meeting of stockholders and for nominations by stockholders of candidates for election as directors at an annual meeting or a special meeting at which directors are to be elected. Subject to any other applicable requirements, these procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days or more than
120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders. Our Bylaws also specify requirements as to the form and content of a stockholder’s notice.
These provisions could have the effect of delaying until the next stockholder meeting any stockholder actions, even if they are favored by the holders of a majority of our outstanding voting securities.
Authorized but Unissued Capital Stock. The authorized but unissued shares of our common stock and preferred stock will be available for future issuance without any further vote or action by our stockholders. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions, and employee benefit plans. The existence of authorized but unissued shares of our common stock and our preferred stock could render more difficult or discourage an attempt to obtain control over us by means of a proxy contest, tender offer, merger, or otherwise. For example, if in the due exercise of its fiduciary obligations, the Board were to determine that a takeover proposal is not in the best interests of us or our stockholders, the Board could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent stockholder or stockholder group.
Amendment to Certificate of Incorporation and Bylaws. The DGCL provides generally that the affirmative vote of a majority of the outstanding stock entitled to vote on amendments to a corporation’s certificate of incorporation or bylaws is required to approve such amendment, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our Bylaws may be amended or repealed by a majority vote of the Board or, in addition to any other vote otherwise required by law, the holders of at least a majority of the voting power of all of the then outstanding shares of the capital stock entitled to vote generally in the election of directors, voting together as a single class.
Additionally, the approval by holders of at least a majority of the voting power of all of the then outstanding shares of the capital stock entitled to vote on such matter, voting together as a single class, is required to amend or repeal or to adopt any provision inconsistent with Article V, Article VII, Article VIII, Article X or Article XI of our Certificate of Incorporation. These provisions may have the effect of deferring, delaying, or discouraging the removal of any anti-takeover defenses provided for in our Certificate of Incorporation and our Bylaws.
No Cumulative Voting. The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our Certificate of Incorporation provides otherwise.
Delaware Takeover Statute. We are subject to the provisions of Section 203 of the DGCL and have adopted additional provisions in our Certificate of Incorporation for the approval, adoption, or authorization of business combinations. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner.
Section 203 defines a business combination to include:
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any merger or consolidation involving the corporation and the interested stockholder;
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any sale, transfer, lease, pledge, exchange, mortgage or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
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subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
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subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges, or other financial benefits provided by or through the corporation.
In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
Pursuant to our Certificate of Incorporation, a “business combination” with an “interested person” requires the affirmative vote or consent of the holders of a majority of the shares of stock entitled to vote in elections of directors, which are not beneficially owned, directly or indirectly, by such interested person. This voting requirement will not be applicable if certain conditions described in our Certificate of Incorporation are met with respect to a particular business combination.
Our Certificate of Incorporation defines a “business combination” as (a) any merger or consolidation of Acuity Inc. or any of its subsidiaries with or into any interested person (regardless of the identity of the surviving corporation); (b) any sale, lease, or other disposition of all or any substantial part of the assets of Acuity Inc. or any of its subsidiaries to any interested person for cash or securities or both; or (c) any issuance or delivery of securities of Acuity Inc. or any of its subsidiaries (which the beneficial owner shall have the right to vote, or to vote upon exercise, conversion, or by contract) to an interested person in consideration for or in exchange of any securities or other property (including cash).
An “interested person” is defined in our Certificate of Incorporation as any person who beneficially owns, directly or indirectly, 5% or more of the shares of stock of Acuity Inc. entitled to vote in elections of directors at the relevant record date.
Limitations of Liability and Indemnification Matters
Our Certificate of Incorporation includes a provision that eliminates the personal liability of our directors and officers to the fullest extent permitted by applicable law, and our Bylaws provide that we will indemnify, and advance expenses to, our directors and officers to the fullest extent permitted by such law. We have also entered into indemnification agreements with our current directors and executive officers and expect to enter into a similar agreement with any new director or executive officer.
Exclusive Forum
Our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action or proceeding asserting a claim for breach of a fiduciary duty owed by any of our directors, officers, employees, or stockholders to us or our stockholders, any action or proceeding asserting a claim arising pursuant to any provision of the DGCL, our Certificate of Incorporation or Bylaws, or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or any action asserting a claim governed by the internal affairs doctrine. In addition, our Bylaws also provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act. The exclusive forum provision in our Bylaws does not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation and bylaws has been challenged in legal proceedings, and it is possible that, in connection with claims arising under federal securities laws or otherwise, a court could find the exclusive forum provision contained in our Bylaws to be inapplicable or unenforceable.
DESCRIPTION OF DEPOSITARY SHARES
We may issue depositary shares representing fractional interests in shares of our preferred stock of any series. The following description sets forth certain general terms and provisions of the depositary shares to which any prospectus supplement may relate. The particular terms of the depositary shares to which any prospectus supplement may relate and the extent, if any, to which the general terms and provisions may apply to the depositary shares so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the depositary shares, depositary agreements and depositary receipts
described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable depositary agreement and depositary receipts for additional information before you decide whether to purchase any of our depositary shares.
In connection with the issuance of any depositary shares, we will enter into a depositary agreement with a bank or trust company, as depositary, which will be named in the applicable prospectus supplement. Depositary shares will be evidenced by depositary receipts issued pursuant to the related depositary agreement. Immediately following our issuance of the security related to the depositary shares, we will deposit the shares of our preferred stock with the relevant depositary and will cause the depositary to issue, on our behalf, the related depositary receipts. Subject to the terms of the depositary agreement, each owner of a depositary receipt will be entitled, in proportion to the fractional interest in the share of preferred stock represented by the related depositary share, to all the rights, preferences and privileges of, and will be subject to all of the limitations and restrictions on, the preferred stock represented by the depositary receipt (including, if applicable, dividend, voting, conversion, exchange, redemption, sinking fund, subscription and liquidation rights).
DESCRIPTION OF DEBT SECURITIES
AND GUARANTEES OF DEBT SECURITIES
The following description of the terms of the debt securities sets forth certain general terms and provisions of the debt securities and guarantees thereof, if any, to which any prospectus supplement may relate. The particular terms of any debt securities offered and guarantees thereof, if any, and the extent, if any, to which such general provisions may apply to such offered debt securities will be described in the prospectus supplement relating to such offered debt securities. As you read this section, please remember that the specific terms of a debt security as described in the applicable prospectus supplement will supplement and may modify or replace the general terms described in this section. If there are any differences between the applicable prospectus supplement and this prospectus, the applicable prospectus supplement will control. As a result, the statements we make in this section may not apply to the debt security you purchase.
References to Acuity Inc. and Acuity Brands Lighting, Inc. in this description refer only to Acuity Inc. and Acuity Brands Lighting, Inc., respectively, and not to any of their respective subsidiaries. In this section, “Description of Debt Securities and Guarantees of Debt Securities,” Acuity Inc. and Acuity Brands Lighting, Inc. are collectively referred to as the “issuers” and each may be referred to as an “issuer.” Each of the issuers may offer debt securities using this prospectus, and references to the issuers in this description do not, unless the context otherwise indicates, include any of their respective subsidiaries. Acuity Brands Lighting, Inc., Acuity Intelligent Spaces Inc., QSC, LLC and ABL IP Holding LLC (collectively, the “Acuity guarantors”) may act as the guarantors of debt securities issued by Acuity Inc. using this prospectus. Acuity Inc. and ABL IP Holding LLC (collectively, the “Acuity Brands Lighting guarantors” and, together with the Acuity guarantors, the “guarantors”) may act as the guarantors of debt securities issued by Acuity Brands Lighting, Inc. using this prospectus.
Acuity Inc. will issue debt securities under the indenture (the “Acuity indenture”), dated as of July 28, 2025, between Acuity Inc., the Acuity guarantors and U.S. Bank Trust Company, National Association, as trustee. Acuity Brands Lighting, Inc. will issue debt securities under the indenture (the “Acuity Brands Lighting indenture”), dated as of November 10, 2020, between the Company and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee. We refer to the Acuity indenture and the Acuity Brands Lighting indenture, collectively, as the “indentures” and to each as an “indenture.” We refer to the trustee under the indentures as the “trustee.” In addition, the indentures may be supplemented and amended as necessary to set forth the terms of the debt securities issued under the indentures. The indentures have been filed as exhibits to the registration statement of which this prospectus forms a part. The following summary of certain general provisions of the indentures and the debt securities does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the indentures, including any amendments or supplements and the definitions therein of certain terms. You should read the indentures, including any amendments or supplements, carefully to understand the terms of the debt securities. Unless otherwise defined herein, all capitalized terms in this section have the definitions ascribed to such terms in the applicable indenture. The terms of any supplemental indenture
entered into or officer’s certificate delivered in connection with a particular issuance of debt securities will be described in the prospectus supplement relating to such offered debt securities. The indentures are subject to, and are governed by, the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).
References to “holders” in this section mean those who own debt securities registered in their own names, on the books that we or the applicable trustee maintain for this purpose, and not those who own beneficial interests in debt securities registered in street name or in debt securities issued in book-entry form through one or more depositaries.
General
The indentures do not limit the aggregate principal amount of debt securities that may be issued thereunder. The debt securities may be issued from time to time in one or more series. Unless otherwise indicated in the prospectus supplement relating thereto, the debt securities will be unsecured and will rank pari passu with all other existing and future unsecured and unsubordinated indebtedness of the applicable issuer. Accordingly, your ownership of debt securities means you are one of the applicable issuer’s unsecured creditors. The indenture does not limit the amount of other indebtedness or securities that may be issued by issuers.
Debt securities of a series will be issued in registered form (“Registered Securities”) as specified in the terms of the series. Debt securities of a series may be issued in whole or in part in the form of one or more global securities (“Global Securities”) registered in the name of a depository or its nominee and, in such case, beneficial interests in the Global Securities will be shown on, and transfers thereof will be effected only through, records maintained by the designated depository and its participants.
Reference is made to the prospectus supplement relating to the particular series of debt securities offered thereby for the terms of the offered debt securities, including:
•
the title of the debt securities;
•
the aggregate principal amount;
•
the issue price expressed as a percentage of the aggregate principal amount;
•
the date or dates of maturity or the method of determination thereof;
•
the interest rate or rates (which may be fixed or floating) per annum, if any, or the method by which such interest rate or rates will be determined;
•
the date or dates any interest will commence accruing and be payable and the record dates for any interest payments;
•
the place or places where principal and any interest or premium will be paid;
•
if applicable, the identity of the guarantors and the terms of the guarantees with respect to the debt securities;
•
the dates and redemption prices relating to any optional or mandatory redemption and other terms and conditions of any optional or mandatory redemptions;
•
any optional or mandatory sinking fund or analogous provisions;
•
the denominations of the debt securities if other than denominations of $2,000 and any higher integral multiples of $1,000;
•
the portion of the principal amount payable on declaration of acceleration of maturity or provable in bankruptcy, if other than the principal amount;
•
whether and under what circumstances any additional amounts with respect to the debt securities will be payable;
•
any paying agents, transfer agents, registrars or other agents for a series of debt securities;
•
the currency or currencies, including composite currencies, of payment of the principal of (and premium, if any) and interest (if any) on the debt securities if other than the currency of the United States of America;
•
if applicable, the terms and conditions upon which the debt securities may be repayable prior to final maturity at the option of the holder thereof (which option may be conditional);
•
if the principal of (and premium, if any) or interest, if any, are to be payable, at the election of the applicable issuer or any holder thereof, in a currency other than that in which the debt securities are stated to be payable, the period or periods within which, and the terms and conditions on which, such election may be made;
•
if the debt securities are to be denominated in a currency or currencies, including composite currencies, other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting rights of holders of the debt securities as outstanding securities under the applicable indenture;
•
if the amount of payments of principal of (and premium, if any), or portions thereof, or interest, if any, on the debt securities, may be determined with reference to an index, formula or other method, the manner of determining such amounts;
•
whether such debt securities are to be issued in temporary or permanent global form;
•
any restrictions or other provisions relating to the transfer or exchange of the debt securities;
•
the application, if any, of certain provisions of the Indenture relating to defeasance and discharge, and related conditions;
•
any events of default, if not set forth in the applicable indenture;
•
any restrictive covenants or other material terms relating thereto which may not be inconsistent with the applicable indenture; and
•
any applicable material United States federal income tax consequences.
Unless otherwise indicated in the prospectus supplement relating thereto, principal (and premium, if any) and interest will be payable and the Registered Securities will be transferable at the office or agency maintained by the applicable issuer for such purpose. Payment of principal (and premium, if any) and interest on Global Securities registered in the name of or held by the depository or its nominee will be made in immediately available funds to the depository or its nominee, as the case may be, as the registered holder of such Global Security. If any of the debt securities are no longer represented by a Global Security, payment of interest on Registered Securities may, at the applicable issuer’s option, be made by check mailed directly to holders at their registered addresses. See “— Forms of Debt Securities” below. No service charge will be made for any transfer or exchange of the debt securities, but the applicable issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
One or more series of the debt securities may be issued as discounted debt securities (bearing no interest or interest at a rate which at the time of issuance is below market rates) to be sold at a substantial discount below their stated principal amount. Material United States federal income tax consequences and other special considerations applicable to any such discounted debt securities will be described in the prospectus supplement relating thereto.
The applicable issuer may at any time purchase debt securities at any price in the open market or otherwise. Debt securities so purchased by the applicable issuer may, at its sole option, be held, resold or surrendered to the trustee for cancellation.
Covenants
Unless otherwise specified in any prospectus supplement, the indentures will not contain any covenants that (i) limit the amount of indebtedness (including secured indebtedness) or lease obligations that may be incurred by the applicable issuer and its subsidiaries, or (ii) restrict the applicable issuer from entering into change of control transactions (other than as specified under “— Merger and Consolidation” below).
Merger and Consolidation
Unless otherwise provided in any prospectus supplement and subject to certain exceptions set forth in the indentures, the issuer will covenant that it will not merge, consolidate with or sell, lease, transfer, convey
or otherwise dispose of its properties and assets substantially as an entirety to any person unless the successor person is a person organized under the laws of the United States (including any state thereof and the District of Columbia) which expressly assumes the issuer’s obligations on all the debt securities and under the applicable indenture and, after giving effect to such transaction, the issuer or the successor person would not be in default under the applicable indenture. Unless otherwise specified in any prospectus supplement, the indentures will not contain any covenants that restrict the issuers from changing their form or state of organization other than pursuant to a merger.
Events of Default
The indentures define “Events of Default” with respect to the debt securities of any series as being one of the following events:
(i) default in the payment of any installment of interest on that series for, in the case of the Acuity indenture, 60 days or, in the case of the Acuity Brands Lighting indenture, 30 days after becoming due;
(ii) default in the payment of principal of (or premium, if any, on) that series when due;
(iii) default in the deposit of any sinking fund payment when due;
(iv) default in the performance or breach of any other covenant or warranty in the indenture (other than a covenant or warranty included in the indenture solely for the benefit of any series of debt securities other than that series) by the issuer or, in the case of the Acuity indenture, any guarantor of the applicable debt series for 90 days after written notice to the issuer or, if applicable, such guarantor, as the case may be, by the trustee or to the issuer or, if applicable, such guarantor, as the case may be and the trustee by the holders of at least 33% in principal amount of the debt securities of all series affected;
(v) certain events of bankruptcy, insolvency or reorganization with respect to the issuer and, in the case of the Acuity indenture, any guarantor of the applicable debt securities and significant subsidiaries;
(vi) any other Event of Default provided with respect to debt securities of that series; and
(vii) in the case of the Acuity indenture, any guarantee is held to be unenforceable or invalid or any guarantor of the applicable debt securities denies its obligations under its guarantee of the Registered Securities.
If an Event of Default shall occur and be continuing, either the trustee or the holders of at least, with respect to the debt securities issued by Acuity Inc., 33% and, with respect to the debt securities issued by Acuity Brands Lighting, Inc., 25% in principal amount of the debt securities then outstanding of all series affected, voting as a single class, may declare the principal (or such portion thereof as may be specified in the prospectus supplement relating to any such series) of the debt securities of all such series to be due and payable. Under certain conditions, such a declaration may be annulled. Notwithstanding the foregoing, if an Event of Default pursuant to (v) above occurs with respect to the issuer or, in the case of the Acuity indenture, any guarantor, the unpaid principal of, premium, if any, and any accrued and unpaid interest on all the debt securities shall become and be immediately due and payable without further action or notice on the part of the trustee or any holder.
The indentures provide that the trustee shall, within 90 days after the occurrence of a default actually known to one of its responsible officers, give the holders of debt securities notice of all uncured defaults actually known to one of its responsible officers (the term “default” to mean the events specified above without grace periods); provided, however, that, except in the case of default in the payment of principal of or interest on any debt security, the trustee shall be fully protected in withholding such notice if it in good faith determines the withholding of such notice is in the interest of the holders of debt securities.
Each issuer will be required to furnish to the trustee annually a statement by the principal financial officer, the principal executive officer or the principal accounting officer of the issuer stating whether or not, to the best of his or her knowledge, the issuer is in default in the performance and observance of any of the terms, provisions and conditions under the applicable indenture and, if the issuer is in default, specifying each such default.
The holders of a majority in principal amount of all series of the issuer’s outstanding debt securities affected will have the right, subject to certain limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of such series, and to waive certain defaults with respect thereto. The indentures provide that in case an Event of Default shall occur and be continuing, the trustee shall exercise such of its rights and powers under the applicable indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indentures at the request of any of the holders of debt securities unless they shall have offered to the trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request.
Modification of the Indenture
The indentures may generally be modified or amended with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of each series affected by the modification (voting as a single class); provided, however, that no such modification or amendment may be made, without the consent of the holder of each debt security affected, which would (i) reduce the principal amount of or the interest on any debt security, change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security, or the other terms of payment thereof, or (ii) reduce the above-stated percentage of debt securities, the consent of the holders of which is required to modify or amend the applicable indenture, or the percentage of debt securities of any series, the consent of the holders of which is required to waive compliance with certain provisions of the applicable indenture or to waive certain past defaults, or (iii) in the case of the Acuity indenture, change the terms and conditions of the obligations of the guarantors in any manner adverse to the holders.
In the case of the Acuity indenture, without the consent of any holder of debt securities, the issuer, the guarantors and the trustee may enter into a supplemental indenture for any of the following purposes, among other things:
(a)
to cure any ambiguity, omission, defect or inconsistency;
(b)
to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
(c)
to comply with the requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;
(d)
to evidence and provide for the acceptance of appointment by a successor trustee;
(e)
to conform the terms of the indenture, the debt securities and/or the guarantees to any provision or other description of the debt securities or guarantees, as the case may be, contained in the prospectus supplement for the debt securities;
(f)
to provide for the assumption by a successor corporation, partnership, trust or limited liability company of the issuer’s or the guarantor’s obligations under the indenture, the guarantees and the debt securities, in each case in compliance with the provisions thereof;
(g)
to provide for the issuance of any additional debt securities;
(h)
to comply with the rules of any applicable securities depository;
(i)
to make any change that would provide any additional rights or benefits to the holders of debt securities (including to secure the debt securities, add guarantees with respect thereto, transfer any property to or with the trustee, add to the issuer’s covenants for the benefit of the holders of debt securities, add any additional events of default for the debt securities, or surrender any right or power conferred upon the issuer or the guarantors) or that does not adversely affect the legal rights of any holder of debt securities in any material respect;
(j)
change or eliminate any restrictions on the payment of principal (and premium, if any) on debt securities in registered form; provided that any such action does not adversely affect the interests of the holders of debt securities in any material respect; or
(k)
supplement any provision of the indenture as necessary to permit or facilitate the defeasance and discharge of the debt securities in accordance with the indenture; provided that such action does not adversely affect the interests of any of the holders of debt securities in any material respect.
In the case of the Acuity Brands Lighting indenture, without the consent of any holder of debt securities, the issuer and the trustee may enter into a supplemental indenture to amend the indenture or the debt securities issued under the indenture for any of the following purposes, among other things:
(a)
to evidence the succession of another person to the issuer and the assumption by any such successor of the covenants of the issuer in the indenture, as supplemented, and in the debt securities;
(b)
to add to the covenants of the issuer, for the benefit of the holders of all or any series of debt securities (and if such covenants are to be for the benefit of less than all series of debt securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the issuer;
(c)
to add any additional Events of Default;
(d)
to permit the issuance of debt securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of debt securities of any series in any material respect; or
(e)
to change or eliminate any of the provisions of the indenture, provided that any such change or elimination shall become effective only with respect to debt securities not outstanding at the time of the execution of such supplemental indenture;
(f)
to add guarantees with respect to the debt securities;
(g)
to secure the debt securities;
(h)
to establish the form or terms of debt securities of any series;
(i)
to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the debt securities of one or more series and/or 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;
(j)
to cure any ambiguity or omission, to correct or supplement any provision of the indenture, as supplemented, which may be defective or inconsistent with any other provision herein or to conform any provision applicable to debt securities of any series to the description of the terms of such debt securities in any prospectus supplement; or
(k)
to make any other provisions with respect to matters or questions arising under the indenture, provided that such action shall not adversely affect the interests of the holders of debt securities of any series in any material respect.
Defeasance and Discharge
The indentures provide that the issuer or, in the case of the Acuity indenture, the guarantors may elect, with respect to the debt securities of any series, either:
(i)
to terminate (and be deemed to have satisfied) any and all obligations in respect of such debt securities (except for certain obligations to register the transfer or exchange of debt securities, to replace stolen, lost or mutilated debt securities, to maintain paying agencies and hold monies for payment in trust and, if so specified with respect to the debt securities of a certain series, to pay the principal of (and premium, if any) and interest, if any, on such specified debt securities and certain obligations owed to the trustee (“legal defeasance”)); or
(ii)
to be released from its obligations to comply with any restrictive covenants under the applicable indenture (“covenant defeasance”),
in either case after the deposit with the trustee of money and/or Government Obligations (as defined in the applicable indenture) sufficient (without reinvestment and, in the case of the Acuity indenture, in the written opinion of a nationally recognized firm of independent public accountants) to pay and discharge the principal of (and premium, if any) and interest on the outstanding debt securities and, in the case of the Acuity Brands Lighting indenture, any mandatory sinking fund payments in respect of such debt securities on the day on which such payments are due and payable in accordance with the terms of the applicable indenture and such debt securities.
In the case of the Acuity indenture, such amounts may be deposited with the trustee only if, among other things,
(a)
in the case of the legal defeasance option, the issuer has delivered to the trustee an opinion of counsel (who may be counsel to the issuer) stating that (A) the issuer and the Guarantors have received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of the indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based on such ruling or change in law, such opinion of counsel confirms that, the holders of debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; or
(b)
in the case of the covenant defeasance option, the issuer has delivered to the trustee an opinion of counsel (who may be counsel to the issuer) to the effect that the holders of debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred.
In the case of the Acuity Brands Lighting indenture, such a trust may be established only if, among other things, the issuer has delivered to the trustee an opinion of counsel (who may be counsel to issuer) to the effect that, based upon applicable U.S. federal income tax law or a ruling published by the U.S. Internal Revenue Service (which opinion must, in the case of legal defeasance, be based on a change in applicable U.S. federal income tax law after the date of the indenture or a ruling published by the U.S. Internal Revenue Service after the date of the indenture), such a defeasance and discharge will not be deemed, or result in, a taxable event with respect to beneficial owners of such debt securities. For the avoidance of doubt, neither the trustee nor any of its agents are responsible for determining the sufficiency of any amounts deposited in trust pursuant to a discharge or defeasance of any series of debt securities under the Indenture and neither the trustee nor any of its agents shall have any obligation or liability whatsoever with respect to the sufficiency of such amounts.
The indentures also provide that, in the case of the Acuity indenture, the issuer and the guarantors may terminate their obligations under the indenture and, in the case of the Acuity Brands Lighting indenture, the indenture shall cease to be of further effect with respect to any series of debt securities and the trustee, at the expense of and upon written instruction by the issuer, shall execute proper instruments acknowledging satisfaction and discharge of the issuer as to such series when:
(a)
either:
(i)
in the case of the Acuity indenture, all the debt securities, or in the case of the Acuity Brands Lighting indenture, all the debt securities of such series, that have been authenticated and delivered have been delivered to the trustee for cancellation; or
(ii)
in the case of the Acuity indenture, all the debt securities, or in the case of the Acuity Brands Lighting indenture, all the debt securities of such series, issued that have not been delivered to the trustee for cancellation have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by such
trustee in the issuer’s name and at the issuer’s expense, and the issuer has deposited or caused to be deposited with the trustee sufficient funds to pay and discharge the entire debt on the debt securities to pay principal (and premium, if any), interest and, in the case of the Acuity indenture, any additional amounts;
(b) the issuer has paid or caused to be paid all other sums then due and payable, in the case of the Acuity indenture, under the indenture or, in the case of the Acuity Brands Lighting indenture, under the indenture with respect to such series; and
(c) the issuer has delivered to the trustee an officer’s certificate and an opinion of counsel stating that all conditions precedent under the indenture relating to the satisfaction and discharge of the indenture have been complied with.
Forms of Debt Securities
Each debt security will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of debt securities. Certificated securities in definitive form and global securities will be issued in registered form. Definitive securities name you or your nominee as the owner of the debt security, and in order to transfer or exchange these debt securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the definitive securities to the trustee, security registrar, paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities represented by these global securities. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership of the debt securities through an account maintained by the investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below.
Registered global securities
The issuers may issue the registered debt securities in the form of one or more fully registered global securities that will be deposited with a depositary or its nominee identified in the applicable prospectus supplement and registered in the name of that depositary or nominee. In those cases, one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the debt securities to be represented by registered global securities. Unless and until it is exchanged in whole for debt securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary or those nominees.
If not described below, any specific terms of the depositary arrangement with respect to any debt securities to be represented by a registered global security will be described in the prospectus supplement relating to those debt securities. We anticipate that the following provisions will apply to all depositary arrangements.
Ownership of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal or face amounts of the debt securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the debt securities will designate the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of debt securities take physical delivery of these debt securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities.
So long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the registered global security for all purposes under the applicable indenture. Except
as described below, owners of beneficial interests in a registered global security will not be entitled to have the debt securities represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the debt securities in definitive form and will not be considered the owners or holders of the debt securities under the applicable indenture. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the applicable indenture. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the indenture, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.
Principal, premium, if any, and interest payments on debt securities represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. None of the issuer, the guarantors, the trustee, the security registrar or any other agent of the issuer, the guarantors, the trustee or the security registrar will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.
We expect that the depositary for any of the debt securities represented by a registered global security, upon receipt of any payment of principal, premium, interest or other distribution of underlying securities or other property to holders on that registered global security, if any, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held through participants will be governed by standing customer instructions and customary practices, as is now the case with the debt securities held for the accounts of customers or registered in “street name,” and will be the responsibility of those participants.
If the depositary for any of these debt securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue debt securities in definitive form in exchange for the registered global security that had been held by the depositary. Any debt securities issued in definitive form in exchange for a registered global security will be registered in the name or names that the depositary gives to the relevant security registrar or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in the registered global security that had been held by the depositary.
Euroclear and Clearstream
If the depositary for a global security is The Depository Trust Company, or “DTC,” you may hold interests in the global security through Clearstream Banking, société anonyme, which we refer to as “Clearstream,” or Euroclear Bank SA/NV, as operator of the Euroclear System, which we refer to as “Euroclear,” in each case, as a participant in DTC. Euroclear and Clearstream will hold interests, in each case, on behalf of their participants through customers’ securities accounts in the names of Euroclear and Clearstream on the books of their respective depositaries, which in turn will hold such interests in customers’ securities in the depositaries’ names on DTC’s books.
Payments, deliveries, transfers, exchanges, notices and other matters relating to the debt securities made through Euroclear or Clearstream must comply with the rules and procedures of those systems. Those systems could change their rules and procedures at any time. We have no control over those systems or their participants, and we take no responsibility for their activities. Transactions between participants in Euroclear or Clearstream, on one hand, and other participants in DTC, on the other hand, would also be subject to DTC’s rules and procedures.
Participants will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices and other transactions involving any debt securities held through those systems only on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.
In addition, because of time-zone differences, U.S. investors who hold their interests in the debt securities through these systems and wish on a particular day, to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as applicable. Thus, investors who wish to exercise rights that expire on a particular day may need to act before the expiration date. In addition, investors who hold their interests through both DTC and Euroclear or Clearstream may need to make special arrangements to finance any purchase or sales of their interests between the U.S. and European clearing systems, and those transactions may settle later than transactions within one clearing system.
Guarantees
If any debt securities are to be guaranteed, then the applicable guarantors will each guarantee the obligations of the applicable issuer under the debt securities, to the extent and on the terms, including the terms of subordination, if any, described in the applicable indenture and prospectus supplement to this prospectus.
Governing Law
The indentures, the debt securities and any guarantees will be governed by, and construed in accordance with, the laws of the State of New York.
Concerning the Trustee
U.S. Bank Trust Company, National Association is the trustee under the indentures and will have been appointed by the issuers as initial security registrar with regard to the debt securities. We will specify any material relationship the applicable issuer may have with the trustee in the applicable prospectus supplement. In addition, the trustee may serve as trustee for other debt securities issued by the issuers from time to time.
SELLING STOCKHOLDERS
We may register shares of common stock covered by this prospectus for re-offers and resales by any selling stockholders to be named in a prospectus supplement. Because we are a well-known seasoned issuer, we may add secondary sales of shares of our common stock by any selling stockholders by filing a prospectus supplement with the SEC. We may register these shares to permit selling stockholders to resell their shares when they deem appropriate. A selling stockholder may resell all, a portion or none of such stockholder’s shares at any time and from time to time. The selling stockholders may not sell any shares of our common stock pursuant to this prospectus until we have identified such selling stockholders and the shares being offered for resale by such selling stockholders in a subsequent prospectus supplement. Selling stockholders 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. We do not know when or in what amounts the selling stockholders 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 stockholder 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 stockholders, other than underwriting fees, discounts or commissions, which will be borne by the selling stockholders. Information about the selling stockholders, where applicable, including their identities, the amount of shares of common stock owned by each selling stockholder prior to the offering, the number of shares of our common stock to be offered by each selling stockholder and the amount of common stock to be owned by each selling stockholder after completion of the offering, will be set forth in an applicable prospectus supplement, documents incorporated by reference or in a free writing prospectus we file with the SEC. The applicable prospectus supplement will also disclose whether any of the selling stockholders has held any position or office with, has been employed by or otherwise has had a material relationship with us during the three years prior to the date of the prospectus supplement.
PLAN OF DISTRIBUTION
We may sell our securities, and any selling stockholder may sell shares of our common stock, in any one or more of the following ways from time to time: (i) through agents; (ii) to or through underwriters, including through underwriting syndicates represented by managing underwriters; (iii) through brokers or dealers; (iv) directly by us or any selling stockholders to purchasers, including through a specific bidding, auction or other process; or (v) through a combination of any of these methods of sale. Each time we offer and sell securities covered by this prospectus, we will make available a prospectus supplement or supplements that will describe the method of distribution and set forth the terms of the offering, including: (i) the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them; (ii) if a fixed price offering, the public offering price of the securities and the proceeds to us; (iii) any options under which underwriters may purchase additional securities from us; (iv) any underwriting discounts or commissions or agency fees and other items constituting underwriters’ or agents’ compensation; (v) terms and conditions of the offering; (vi) any discounts, commissions or concessions allowed or reallowed or paid to dealers; and (vii) any securities exchange or market on which the securities may be listed. Any 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. Any selling stockholders, 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 stockholders may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act, selling stockholders may be subject to the prospectus delivery requirements of the Securities Act.
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 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 stockholder 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 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, the obligations of the underwriters are subject to certain conditions precedent and the underwriters will be obligated to purchase all such securities if any are purchased.
If a broker or 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 stockholder will sell shares of our common stock to the dealer, as principal. The broker or 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 securities as agent but may position and resell as principal to facilitate the transaction or in crosses, in which the same broker or dealer acts as agent on both sides of the trade. Any such broker or dealer may be deemed to be an underwriter, as such term is defined in the Securities Act, of the securities so offered and sold. In addition, any selling stockholder 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 stockholder and the sale thereof may be made by us or any selling stockholder directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale thereof.
Any selling stockholders 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 in reliance upon Rule 144 under the Securities Act provided they meet the criteria and conform to the requirements of that rule, Section 4(a)(1) of the Securities Act or other applicable exemptions, regardless of whether the securities are covered by the registration statement of which this prospectus forms a part.
If so indicated in the applicable prospectus supplement, we or any selling stockholder may authorize agents and underwriters to solicit offers by certain institutions to purchase securities from us or any selling stockholder or at the public offering price set forth in the applicable prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the applicable prospectus supplement. Such delayed delivery contracts will be subject only to those conditions set forth in the applicable prospectus supplement.
Agents, underwriters and dealers may be entitled under relevant agreements with us or any selling stockholder to indemnification by us against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments that 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. We may pay all expenses incurred with respect to the registration of the shares of common stock owned by any selling stockholders, other than underwriting fees, discounts or commissions, which will be borne by the selling stockholders.
Underwriters, brokers, dealers or agents may receive compensation in the form of commissions, discounts or concessions from us or selling stockholders. Underwriters, brokers, dealers or agents may also receive compensation from the purchasers of securities for whom they act as agents or to whom they sell as principals, or both. Compensation as to a particular underwriter, brokers, dealers or agent might be in excess of customary commissions and will be in amounts to be negotiated in connection with transactions. In effecting sales, brokers or dealers engaged by us may arrange for other brokers or dealers to participate in the resales.
Each series of securities will be a new issue and will have no established trading market. We may elect to list any series of securities on an exchange, but, unless otherwise specified in the applicable prospectus supplement, 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 and our respective subsidiaries or any selling stockholder 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 Exchange Act. 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 a stock exchange, in the over-the-counter market or otherwise.
The place and time of delivery for securities will be set forth in the applicable prospectus supplement for such securities.
VALIDITY OF THE SECURITIES
Unless otherwise indicated in the prospectus supplement accompanying this prospectus, the validity of the securities will be passed upon for us by our counsel, Foley & Lardner LLP, Milwaukee, Wisconsin. Any underwriters, dealers or agents will be advised about the validity of the securities and other legal matters by their own counsel, which will be named in the prospectus supplement.
EXPERTS
The consolidated financial statements of Acuity Inc. appearing in Acuity Inc.’s Annual Report (Form 10-K) for the year ended August 31, 2026, and the effectiveness of Acuity Inc.’s internal control over financial reporting as of August 31, 2026 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses, other than the underwriting discounts and commissions, expected to be incurred by Acuity Inc. (the “Company”) in connection with the sale and distribution of the securities being registered hereby, all of which will be borne by the Company.
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Filing Fee – Securities and Exchange Commission
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$ |
(1)
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Accounting fees and expenses
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(2)
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Legal fees and expenses
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(2)
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Trustee fees and expenses
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(2)
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Printing expenses
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(2)
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Rating agency fees
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(2)
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Miscellaneous fees and expenses
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(2)
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Total
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$ |
(2)
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(1)
The Company is registering an indeterminate amount of securities under this registration statement and in accordance with Rules 456(b) and 457(r), the Company is deferring payment of any additional registration fee until the time the securities are sold under this registration statement pursuant to a prospectus supplement.
(2)
These fees are calculated based on the number of issuances and amount of securities offered and, accordingly, cannot be estimated at this time. An estimate of the aggregate 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.
Acuity Inc., Acuity Brands Lighting, Inc. and Acuity Intelligent Spaces Inc.
The Company, Acuity Brands Lighting, Inc. (“ABL”) and Acuity Intelligent Spaces Inc. (“AIS”) are corporations organized under the laws of the state of Delaware. The following summary is qualified in its entirety by reference to the complete text of the statute, the Company’s Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws, ABL’s Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws and AIS’s Certificate of Incorporation, as amended, and Amended and Restated Bylaws.
Section 145(a) of the DGCL provides in relevant part that a corporation may indemnify any officer or director who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another entity, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
Section 145(b) of the DGCL provides in relevant part that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
The Company’s, ABL’s and AIS’s bylaws grant their directors and officers a right to indemnification to the fullest extent permitted by the DGCL. In addition, the Company has entered into indemnification agreements with each of its directors and executive officers and expects to enter into similar agreements with any new director or executive officer, which agreements include indemnification for the director or executive officer’s service as a director, officer, employee, agent or fiduciary of a subsidiary of the Company.
The Company, ABL and AIS have obtained officers’ and directors’ liability insurance which insures against liabilities that officers and directors of the Company, ABL or AIS may, in such capacities, incur. Section 145(g) of the DGCL provides that a corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under that section.
QSC, LLC
QSC, LLC (“QSC”) is a California limited liability company. The following summary is qualified in its entirety by reference to the complete text of the statute and QSC’s operating agreement.
Section 17704 of the California Revised Uniform Limited Liability Company Act provides that a limited liability company shall reimburse for any payment made and indemnify for any debt, obligation, or other liability incurred by a member of a member-managed limited liability company or the manager of a manager-managed limited liability company in the course of the member’s or manager’s activities on behalf of the limited liability company, if, in making the payment or incurring the debt, obligation, or other liability, the member or manager complied with their statutory duties. In addition, subject to any limitations set forth in its operating agreement, a limited liability company may reimburse for any payment made and may indemnify for any debt, obligation, or other liability incurred by any other person, including any officer, in the course of that person’s activities on behalf of the limited liability company. A limited liability company may purchase and maintain insurance on behalf of a member or manager of the limited liability company against liability or any other person asserted against or incurred by the member, manager or other person even if, under the California Revised Uniform Limited Liability Company Act, the operating agreement could not eliminate or limit the person’s liability to the limited liability company for the conduct giving rise to the liability.
QSC’s operating agreement provides that QSC shall, to the fullest extent permitted by the California Revised Uniform Limited Liability Company Act, indemnify and make advances for expenses to any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that they are or were a member, manager, or officer of QSC, against losses, damages, expenses (including attorney’s fees), judgments, fines and amounts reasonably incurred by them in connection with such action, suit or proceeding.
ABL IP Holding LLC
ABL IP Holding LLC (“IP Holding”) is a Georgia limited liability company. The following summary is qualified in its entirety by reference to the complete text of the statute and IP Holding’s operating agreement.
Section 14-11-306 of the Georgia Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in the articles of organization or a written operating agreement, a Georgia limited liability company may, and has the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, arising in connection with the limited liability company; provided, however, that no limited liability company shall have the power to indemnify any member or manager for any liability that may not be eliminated or limited by the articles of organization or a written operating agreement by reason of division (4)(A)(i) or (ii) of Code Section 14-11-305.
IP Holding’s operating agreement provides that IP Holding shall indemnify and hold harmless each member, manager, and officer of IP Holding from and against any and all liabilities, actions, claims, demands, losses and expenses whatsoever relating to or arising out of any action, inaction, or omission in connection with managing the business and affairs of IP Holding to the fullest extent permitted by the Georgia Limited Liability Company Act.
Item 16. Exhibits.
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Exhibit No.
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Description
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1.1*
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Form of Underwriting Agreement.
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4.1
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Restated Certificate of Incorporation of Acuity Inc., dated as of January 25, 2024 (incorporated by reference from Exhibit 3.2 to the registrant’s Form 8-K as filed with the SEC on January 26, 2024).
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4.2
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Certificate of Amendment to the Restated Certificate of Incorporation of Acuity Inc., effective as of March 26, 2025 (incorporated by reference from Exhibit 3.1 to the registrant’s Form 8-K as filed with the SEC on March 12, 2025).
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4.3
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Amended and Restated Bylaws of Acuity Inc., dated as of March 26, 2025 (incorporated by reference from Exhibit 3.3 to the registrant’s Form 8-K as filed with the SEC on March 12, 2025).
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4.4
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Indenture, dated as of November 10, 2020, between Acuity Brands Lighting, Inc. and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the registrant’s Form 8-K as filed with the SEC on November 10, 2020).
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4.5
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Indenture, dated as of July 28, 2025, among Acuity Inc., Acuity Brands Lighting, Inc., ABL IP Holding LLC, Acuity Intelligent Spaces Inc., QSC, LLC and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.10 to the registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 as filed with the SEC on July 28, 2025).
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4.6
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4.7*
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Form of Depositary Agreement (including form of Depositary Receipt).
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4.8
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4.9
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5.1
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23.1
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23.2
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24.1
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24.2
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24.3
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24.4
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24.5
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Exhibit No.
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Description
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25.1
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25.2
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107
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*
To be filed, if necessary, by amendment to this registration statement or as an exhibit to a Current Report on Form 8-K or other report filed by the Company and incorporated by reference herein.
Item 17. Undertakings.
Each of the undersigned registrants 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;
(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 SEC 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 Filing Fee Tables” in the effective registration statement;
(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 (1)(i), (1)(ii) and (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 SEC by such registrant pursuant to Section 13 or Section 15(d) of 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 such 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 such registrant under the Securities Act to any purchaser in the initial distribution of the securities in a primary offering of securities of such 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, such 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 such 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 such registrant or used or referred to by such registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about such registrant or its securities provided by or on behalf of such registrant; and
(iv)
Any other communication that is an offer in the offering made by such registrant to the purchaser.
(6)
That, for purposes of determining any liability under the Securities Act, each filing of such registrant’s annual report pursuant to Section 13(a) or Section 15(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.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of such registrant pursuant to the foregoing provisions, or otherwise, such registrant has been advised that in the opinion of the SEC 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 such registrant of expenses incurred or paid by a director, officer or controlling person of such 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, such registrant will, unless in the opinion of its counsel the matter 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Atlanta, State of Georgia, on October 23, 2026.
Acuity Inc.
By:
/s/ Karen J. Holcom
Name:
Karen J. Holcom
Title:
Senior Vice President and Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Neil M. Ashe and Karen J. Holcom, and each of them individually, his or her true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him or her in his or her name, place, and stead in his or her capacity as a director or officer of Acuity Inc., to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in 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 or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on October 23, 2026.
| |
Signature
|
|
|
Title
|
|
| |
/s/ Neil M. Ashe
Neil M. Ashe
|
|
|
Chairman, President, Chief Executive Officer, and Director
(Principal Executive Officer)
|
|
| |
/s/ Karen J. Holcom
Karen J. Holcom
|
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
| |
/s/ Marcia J. Avedon, Ph.D.
Marcia J. Avedon, Ph.D.
|
|
|
Director
|
|
| |
/s/ W. Patrick Battle
W. Patrick Battle
|
|
|
Director
|
|
| |
/s/ Michael J. Bender
Michael J. Bender
|
|
|
Director
|
|
| |
/s/ G. Douglas Dillard, Jr.
G. Douglas Dillard, Jr.
|
|
|
Director
|
|
| |
/s/ James H. Hance, Jr.
James H. Hance, Jr.
|
|
|
Director
|
|
| |
/s/ Maya Leibman
Maya Leibman
|
|
|
Director
|
|
| |
Signature
|
|
|
Title
|
|
| |
/s/ Laura O’Shaughnessy
Laura O’Shaughnessy
|
|
|
Director
|
|
| |
/s/ Mark J. Sachleben
Mark J. Sachleben
|
|
|
Director
|
|
| |
/s/ Nicholas Tzitzon
Nicholas Tzitzon
|
|
|
Director
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Atlanta, State of Georgia, on October 23, 2026.
Acuity Brands Lighting, Inc.
By:
/s/ Neil M. Ashe
Name:
Neil M. Ashe
Title:
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Neil M. Ashe and Karen J. Holcom, and each of them individually, his or her true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him or her in his or her name, place, and stead in his or her capacity as a director or officer of Acuity Brands Lighting, Inc., to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in 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 or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on October 23, 2026.
| |
Signature
|
|
|
Title
|
|
| |
/s/ Neil M. Ashe
Neil M. Ashe
|
|
|
Chief Executive Officer and Chairman
(Principal Executive Officer)
|
|
| |
/s/ Karen J. Holcom
Karen J. Holcom
|
|
|
Senior Vice President and Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
| |
/s/ Barry R. Goldman
Barry R. Goldman
|
|
|
Director
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Atlanta, State of Georgia, on October 23, 2026.
Acuity Intelligent Spaces Inc.
By:
/s/ Neil M. Ashe
Name:
Neil M. Ashe
Title:
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Neil M. Ashe and Karen J. Holcom, and each of them individually, his or her true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him or her in his or her name, place, and stead in his or her capacity as a director or officer of Acuity Intelligent Spaces Inc., to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in 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 or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on October 23, 2026.
| |
Signature
|
|
|
Title
|
|
| |
/s/ Neil M. Ashe
Neil M. Ashe
|
|
|
Chairman, President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
| |
/s/ Karen J. Holcom
Karen J. Holcom
|
|
|
Senior Vice President and Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
| |
/s/ Barry R. Goldman
Barry R. Goldman
|
|
|
Director
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Atlanta, State of Georgia, on October 23, 2026.
QSC, LLC
By:
/s/ Neil M. Ashe
Name:
Neil M. Ashe
Title:
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Neil M. Ashe and Karen J. Holcom, and each of them individually, his or her true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him or her in his or her name, place, and stead in his or her capacity as a manager or officer of QSC, LLC, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in 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 or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on October 23, 2026.
| |
Signature
|
|
|
Title
|
|
| |
/s/ Neil M. Ashe
Neil M. Ashe
|
|
|
Chairman, President, Chief Executive Officer and Manager
(Principal Executive Officer)
|
|
| |
/s/ Karen J. Holcom
Karen J. Holcom
|
|
|
Senior Vice President and Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
| |
/s/ Barry R. Goldman
Barry R. Goldman
|
|
|
Manager
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Atlanta, State of Georgia, on October 23, 2026.
ABL IP Holding LLC
By:
/s/ Neil M. Ashe
Name:
Neil M. Ashe
Title:
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Neil M. Ashe and Karen J. Holcom, and each of them individually, his or her true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him or her in his or her name, place, and stead in his or her capacity as a manager or officer of ABL IP Holding LLC, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in 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 or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on October 23, 2026.
| |
Signature
|
|
|
Title
|
|
| |
/s/ Neil M. Ashe
Neil M. Ashe
|
|
|
President, Chief Executive Officer, Chairman and Manager
(Principal Executive Officer)
|
|
| |
/s/ Karen J. Holcom
Karen J. Holcom
|
|
|
Senior Vice President and Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
| |
/s/ Barry R. Goldman
Barry R. Goldman
|
|
|
Manager
|
|
Exhibit 5.1
 |
777
E Wisconsin Ave
Milwaukee, WI 53202-5306
414.271.2400 TEL
414.297.4900 FAX
foley.com |
October 23, 2026
Acuity Inc.
Acuity Brands Lighting, Inc.
Acuity Intelligent Spaces Inc.
QSC, LLC
ABL IP Holding LLC
c/o Acuity Inc.
1170 Peachtree Street, N.E., Suite 1200
Atlanta, Georgia 30309
Ladies and Gentlemen:
We have acted as counsel for
Acuity Inc., a Delaware corporation (the “Company”), Acuity Brands Lighting, Inc., a Delaware corporation and direct,
wholly-owned subsidiary of the Company (the “Subsidiary Issuer”), Acuity Intelligent Spaces Inc., a Delaware corporation
and direct, wholly-owned subsidiary of the Company (“AIS”), QSC, LLC, a California limited liability company and direct,
wholly-owned subsidiary of AIS (“QSC”), and ABL IP Holding LLC, a Georgia limited liability company and direct, wholly-owned
subsidiary of the Subsidiary Issuer (“IP Holding” and, together with the Subsidiary Issuer, AIS and QSC, the “Subsidiary
Guarantors” and each, a “Subsidiary Guarantor”), 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, the Subsidiary Issuer, the Subsidiary Guarantors and/or selling stockholders
from time to time of an indeterminate amount of: (i) debt securities of the Company (the “Company Debt Securities”),
(ii) debt securities of the Subsidiary Issuer (the “Subsidiary Issuer Debt Securities” and, together with the Company
Debt Securities, the “Debt Securities”), (iii) guarantees of the Company Debt Securities by the Subsidiary Guarantors
(the “Company Debt Guarantees”), (iv) guarantees of the Subsidiary Issuer Debt Securities by the Company and/or IP Holding
(the “Subsidiary Issuer Debt Guarantees” and, together with the Company Debt Guarantees, the “Debt Guarantees”),
(v) shares of the Company’s common stock, $.01 par value per share (the “Common Stock”), (vi) shares of the
Company’s preferred stock, $.01 par value per share (the “Preferred Stock”), and (vii) depositary shares representing
fractional interests in shares of Preferred Stock (the “Depositary Shares” and, together with the Debt Securities, the Debt
Guarantees, the Common Stock and the Preferred Stock, 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”).
Acuity Inc.
Acuity Brands Lighting, Inc.
Acuity Intelligent Spaces Inc.
QSC, LLC
ABL IP Holding LLC
October 23, 2026
Page 2
As counsel to the Company,
the Subsidiary Issuer and the Subsidiary Guarantors 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 Restated Certificate of Incorporation and Amended and Restated Bylaws,
each as amended to date; (iii) the Indenture, dated November 10, 2020, between the Subsidiary Issuer and U.S. Bank Trust Company,
National Association, as successor to U.S. Bank National Association, as trustee (the “Subsidiary Issuer Indenture”); (iv) the
Indenture, dated July 28, 2025, among the Company, the Subsidiary Guarantors and U.S. Bank Trust Company, National Association,
as trustee (the “Company Indenture”); and (v) such other proceedings, documents and records as we have deemed necessary
to enable us to render this opinion.
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 or officer’s certificate setting forth
the terms of a series of Debt Securities to be issued under the Company Indenture or the Subsidiary Issuer 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, as
applicable, the Company, the Subsidiary Issuer, the Subsidiary Guarantors 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 Restated Certificate 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.
Acuity Inc.
Acuity Brands Lighting, Inc.
Acuity Intelligent Spaces Inc.
QSC, LLC
ABL IP Holding LLC
October 23, 2026
Page 3
Based upon and subject to the
foregoing and the other matters set forth herein, and having regard for such legal considerations as we deem relevant, we are of the
opinion that:
| 1. | All
requisite action necessary to make any Company Debt Securities valid, legal and binding obligations
of the Company and any Company Debt Guarantees valid, legal and binding obligations of the
Subsidiary Guarantors, as applicable, 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 Company’s Board of Directors, shall have
taken action to establish the terms of such Company Debt Securities and to authorize the
issuance and sale of such Company Debt Securities; |
| b. | The
Board of Directors or Board of Managers, as applicable, of each applicable Subsidiary Guarantor,
or a committee thereof, or one or more officers of each applicable Subsidiary Guarantor,
in each case duly authorized by the Subsidiary Guarantor’s Board of Directors or Board
of Managers, as applicable, shall have taken action to establish the terms of the Company
Debt Guarantees and to authorize the issuance and sale of such Company Debt Guarantees; |
| c. | The
terms of such Company Debt Securities and Company Debt Guarantees and of their issuance and
sale shall have been established in conformity with the Company 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 or the applicable Subsidiary Guarantors and so as to comply with
any requirements or restrictions imposed by any court or governmental entity having jurisdiction
over the Company or the Subsidiary Guarantors; |
| d. | Such
Company Debt Securities and Company Debt Guarantees shall have been duly executed, authenticated
and delivered in accordance with the terms and provisions of the Company Indenture; and |
| e. | Such
Company Debt Securities and Company Debt Guarantees 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. |
Acuity Inc.
Acuity Brands Lighting, Inc.
Acuity Intelligent Spaces Inc.
QSC, LLC
ABL IP Holding LLC
October 23, 2026
Page 4
| 2. | All
requisite action necessary to make any Subsidiary Issuer Debt Securities valid, legal and
binding obligations of the Subsidiary Issuer and any Subsidiary Issuer Debt Guarantees valid,
legal and binding obligations of the Company and IP Holding, 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
Subsidiary Issuer’s Board of Directors, or a committee thereof, or one or more officers
of the Subsidiary Issuer, in each case duly authorized by the Subsidiary Issuer’s 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
Board of Directors of the Company and/or the Board of Managers of IP Holding, or a committee
thereof, or one or more officers of the Company and/or IP Holding, as applicable, in each
case duly authorized by the Company’s Board of Directors and/or IP Holding’s
Board of Managers, as applicable, shall have taken action to establish the terms of the Subsidiary
Issuer Debt Guarantees and to authorize the issuance and sale of such Subsidiary Issuer Debt
Guarantees; |
| c. | The
terms of such Subsidiary Issuer Debt Securities and Subsidiary Issuer Debt Guarantees and
of their issuance and sale shall have been established in conformity with the Subsidiary
Issuer 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, the Subsidiary Issuer or
IP Holding and so as to comply with any requirements or restrictions imposed by any court
or governmental entity having jurisdiction over the Company, the Subsidiary Issuer or IP
Holding; |
| d. | Such
Subsidiary Issuer Debt Securities and Subsidiary Issuer Debt Guarantees shall have been duly
executed, authenticated and delivered in accordance with the terms and provisions of the
Subsidiary Issuer Indenture; and |
| e. | Such
Subsidiary Issuer Debt Securities and Subsidiary Issuer Debt Guarantees 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. |
Acuity Inc.
Acuity Brands Lighting, Inc.
Acuity Intelligent Spaces Inc.
QSC, LLC
ABL IP Holding LLC
October 23, 2026
Page 5
| 3. | 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 Company’s
Board of Directors, shall have adopted appropriate resolutions to authorize the issuance
and sale of such shares of 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. |
| 4. | 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 Company’s
Board of Directors, shall have adopted appropriate resolutions to establish the powers, designations,
preferences and relative, participating, optional or other rights, if any, or the qualifications,
limitations or restrictions, if any, 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. | A
Certificate of Designation with respect to the powers, designations, preferences and relative,
participating, optional or other rights, if any, or the qualifications, limitations or restrictions,
if any, and other terms of such shares shall have been filed with the Secretary of State
of the State of Delaware 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. |
Acuity Inc.
Acuity Brands Lighting, Inc.
Acuity Intelligent Spaces Inc.
QSC, LLC
ABL IP Holding LLC
October 23, 2026
Page 6
| 5. | 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 Company’s
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; |
| b. | A
Certificate of Designation with respect to the powers, designations, preferences and relative,
participating, optional or other rights, if any, or the qualifications, limitations or restrictions,
if any, and other terms of the Preferred Stock underlying the Depositary Shares shall have
been filed with the Secretary of State of the State of Delaware 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 Company’s 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 |
Acuity Inc.
Acuity Brands Lighting, Inc.
Acuity Intelligent Spaces Inc.
QSC, LLC
ABL IP Holding LLC
October 23, 2026
Page 7
| 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. |
We express no opinion as to
the laws of any jurisdiction other than the States of New York, Georgia and California, the provisions of the Delaware General Corporation
Law and the federal laws of the United States.
We hereby consent to the reference
to our firm under the caption “Validity of the Securities” 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 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the reference to our firm under
the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of Acuity Inc. for the registration
of common stock, preferred stock, depositary shares, and debt securities of Acuity Inc., debt securities of Acuity Brands Lighting, Inc.
and guarantees of such debt securities of Acuity Inc., Acuity Brands Lighting, Inc., Acuity Intelligent Spaces Inc., QSC, LLC, and
ABL IP Holding LLC and to the incorporation by reference therein of our reports dated October 23, 2026, with respect to the
consolidated financial statements of Acuity Inc., and the effectiveness of internal control over financial reporting of Acuity Inc., included
in its Annual Report (Form 10-K) for the year ended August 31, 2026, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
October 23, 2026
Exhibit 25.1
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) ¨
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
91-1821036
I.R.S. Employer Identification No.
|
200 South 6th Street
Minneapolis, Minnesota |
55402 |
| (Address of principal executive offices) |
(Zip Code) |
Felicia H. Powell
U.S. Bank Trust Company, National Association
2 Concourse Parkway, Suite 800
Atlanta, GA 30328-5588
(404) 898-8828
(Name, address and telephone number of agent for
service)
ACUITY BRANDS LIGHTNING, INC.*
**and
each of the additional registrants listed on the next page
(Issuer with respect to the Securities)
| Delaware |
58-2633371 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
1170 Peachtreee Street, N.E., Suite 1200
Atlanta, GA |
30309 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Debt Securities
and Guarantees of Debt Securities
(Title of the Indenture
Securities)
TABLE OF CO-REGISTRANTS
| Exact name of Registrant* |
Jurisdiction of Formation |
I.R.S. Employer
Identification No. |
| Acuity Inc. |
Delaware |
58-2632672 |
| ABL IP Holding LLC |
Georgia |
93-4672136 |
| |
|
|
| |
|
|
| *The address for each of the additional registrants is c/o Acuity Brands, Inc., 1170 Peachtree Street, N.E. Suite 1200, Atlanta, Georgia 30309. |
FORM T-1
| 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
Washington, D.C.
| b) | Whether it is authorized to exercise corporate trust powers. |
Yes
| Item 2. | AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
| Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee's
knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
| Item 16. | LIST OF EXHIBITS:
List below all exhibits filed as a part of this statement of eligibility and qualification. |
| 1. | A copy of the Articles of Association of the Trustee, attached
as Exhibit 1. |
| 2. | A copy of the certificate of authority of the Trustee to
commence business, attached as Exhibit 2. |
| 3. | A copy of the authorization of the Trustee to exercise corporate
trust powers, included as Exhibit 2. |
| 4. | A copy of the existing bylaws of the Trustee, attached as
Exhibit 4. |
| 5. | A copy of each Indenture referred to in Item 4. Not applicable. |
| 6. | The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939, attached as Exhibit 6. |
| 7. | Report of Condition of the Trustee as of June 30, 2026,
published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
SIGNATURE
Pursuant
to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a
national banking association organized and existing under the laws of the United States of America, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta, State of Georgia on
the 16th of October, 2026.
| |
By: |
/s/ Felicia H. Powell |
| |
|
Felicia H. Powell |
| |
|
Vice President |
Exhibit 1
ARTICLES OF ASSOCIATION
OF
U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
For the purpose of organizing an association (the
“Association”) to perform any lawful activities of national banks, the undersigned enter into the following Articles of Association:
FIRST.
The title of this Association shall be U. S. Bank Trust Company, National Association.
SECOND.
The main office of the Association shall be in the city of Portland, county of Multnomah, state of Oregon. The business of
the Association will be limited to fiduciary powers and the support of activities incidental to the exercise of those powers. The Association
may not expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency.
THIRD.
The board of directors of the Association shall consist of not less than five nor more than twenty-five persons, the exact number to be
fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the
shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the Association or of a holding
company owning the Association, with an aggregate par, fair market, or equity value of not less than $1,000, as of either (i) the
date of purchase, (ii) the date the person became a director, or (iii) the date of that person's most recent election to the
board of directors, whichever is more recent. Any combination of common or preferred stock of the Association or holding company may be
used.
Any vacancy in the board of directors may be filled
by action of a majority of the remaining directors between meetings of shareholders. The board of directors may increase the number of
directors up to the maximum permitted by law. Terms of directors, including directors selected to fill vacancies, shall expire at the
next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the
expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualified or until there
is a decrease in the number of directors and his or her position is eliminated.
Honorary or advisory members of the board of directors,
without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution
of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory
directors shall not be counted to determined the number of directors of the Association or the presence of a quorum in connection with
any board action, and shall not be required to own qualifying shares.
FOURTH. There
shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting.
It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified
therefor in the Bylaws, or if that day falls on a legal holiday in the state in which the Association
is located, on the next following banking day. If no election is held on the day fixed or in the event of a legal holiday on the
following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of
directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of
the shares issued and outstanding. In all cases, at least 10 days’ advance notice of the meeting shall be given to the shareholders
by first-class mail.
In all elections of directors, the number of votes
each common shareholder may cast will be determined by multiplying the number of shares he or she owns by the number of directors to be
elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner
selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held
by him or her.
A director may
resign at any time by delivering written notice to the board of directors, its chairperson, or to the Association, which resignation shall
be effective when the notice is delivered unless the notice specifies a later effective date.
A director may be
removed by the shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the
purposes is to remove him or her is provided, if there is a failure to fulfill one of the
affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if
the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal.
FIFTH. The
authorized amount of capital stock of the Association shall be 1,000,000 shares of common stock of the par value of ten dollars ($10)
each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.
The Association shall have only one class of capital stock.
No holder of shares of the capital stock of any
class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association,
whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued, or sold, nor any right of
subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and
at such price as the board of directors may from time to time fix.
Transfers of the
Association's stock are subject to the prior written approval of a federal depository institution regulatory agency. If no other
agency approval is required, the approval of the Comptroller of the Currency must be obtained prior to any such transfers.
Unless otherwise specified in the Articles of
Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association
must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall
be entitled to one vote per share.
Unless otherwise specified in the Articles of
Association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval.
Unless otherwise provided in the Bylaws, the record
date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first
notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.
The Association,
at any time and from time to time, may authorize and issue debt obligations, whether subordinated, without the approval of the shareholders.
Obligations classified as debt, whether subordinated, which may be issued by the Association without the approval of shareholders, do
not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or
reclassification of all or part of securities into securities of another class or series.
SIXTH. The
board of directors shall appoint one of its members president of this Association and one of its members chairperson of the board and
shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors' and shareholders' meetings
and be responsible for authenticating the records of the Association, and such other officers and employees as may be required to transact
the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the
board of directors in accordance with the Bylaws.
The board of directors shall have the power to:
| (1) | Define the duties of the officers, employees, and agents of the Association. |
| (2) | Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees,
and agents of the Association. |
| (3) | Fix the compensation and enter employment contracts with its officers and employees upon reasonable terms
and conditions consistent with applicable law. |
| (4) | Dismiss officers and employees. |
| (5) | Require bonds from officers and employees and to fix the penalty thereof. |
| (6) | Ratify written policies authorized by the Association's management or committees of the board. |
| (7) | Regulate the manner any increase or decrease of the capital of the Association shall be made; provided
that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the Association in accordance with
law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital. |
| (8) | Manage and administer the business and affairs of the Association. |
| (9) | Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs
of the Association. |
| (10) | Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to the shareholders. |
| (12) | Generally perform all acts that are legal for a board of directors to perform. |
SEVENTH. The
board of directors shall have the power to change the location of the main office to any authorized branch within the limits of the city
of Portland, Oregon, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of the Association
for a location outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location
within or outside the limits of the city of Portland, Oregon, but not more than thirty miles beyond such limits. The board of directors
shall have the power to establish or change the location of any office or offices of the Association to any other location permitted under
applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.
EIGHTH.
The corporate existence of this Association shall continue until termination according to the laws of the United States.
NINTH. The
board of directors of the Association, or any shareholder owning, in the aggregate, not less than 25 percent of the stock of the Association,
may call a special meeting of shareholders at any time. Unless otherwise provided by the Bylaws or the laws of the United States, or waived
by shareholders, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class
mail, postage prepaid, mailed at least 10, and no more than 60, days prior to the date of the meeting to each shareholder of record at
his/her address as shown upon the books of the Association. Unless otherwise provided by the Bylaws, any action requiring approval of
shareholders must be effected at a duly called annual or special meeting.
TENTH. These
Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of
a majority of the stock of the Association, unless the vote of the holders of a greater amount of stock is required by law, and in that
case by the vote of the holders of such greater amount; provided, that the scope of the Association's activities and services may not
be expanded without the prior written approval of the Comptroller of the Currency. The Association's board of directors may propose one
or more amendments to the Articles of Association for submission to the shareholders.
In witness whereof,
we have hereunto set our hands this 11th of June, 1997.
| /s/ Jeffrey T. Grubb |
|
| Jeffrey T. Grubb |
|
| |
|
| /s/ Robert D. Sznewajs |
|
| Robert D. Sznewajs |
|
| |
|
| /s/ Dwight V. Board |
|
| Dwight V. Board |
|
| |
|
| /s/ P. K. Chatterjee |
|
| P. K. Chatterjee |
|
| |
|
| /s/ Robert Lane |
|
| Robert Lane |
|
Exhibit 2
Exhibit 4
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
AMENDED AND RESTATED BYLAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The annual meeting of the
shareholders, for the election of directors and the transaction of any other proper business, shall be held at a time and place as the
Chairman or President may designate. Notice of such meeting shall be given not less than ten (10) days or more than sixty (60) days
prior to the date thereof, to each shareholder of the Association, unless the Office of the Comptroller of the Currency (the “OCC”)
determines that an emergency circumstance exists. In accordance with applicable law, the sole shareholder of the Association is permitted
to waive notice of the meeting. If, for any reason, an election of directors is not made on the designated day, the election shall be
held on some subsequent day, as soon thereafter as practicable, with prior notice thereof. Failure to hold an annual meeting as required
by these Bylaws shall not affect the validity of any corporate action or work a forfeiture or dissolution of the Association.
Section 1.2. Special Meetings. Except as otherwise specially
provided by law, special meetings of the shareholders may be called for any purpose, at any time by a majority of the board of directors
(the “Board”), or by any shareholder or group of shareholders owning at least ten percent of the outstanding stock.
Every such special meeting, unless otherwise provided by law, shall
be called upon not less than ten (10) days nor more than sixty (60) days prior notice stating the purpose of the meeting.
Section 1.3. Nominations for Directors. Nominations for
election to the Board may be made by the Board or by any shareholder.
Section 1.4. Proxies. Shareholders may vote at any meeting
of the shareholders by proxies duly authorized in writing. Proxies shall be valid only for one meeting and any adjournments of such meeting
and shall be filed with the records of the meeting.
Section 1.5. Record Date. The record date for determining
shareholders entitled to notice and to vote at any meeting will be thirty days before the date of such meeting, unless otherwise determined
by the Board.
Section 1.6. Quorum and Voting. A
majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders,
unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned
without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting,
unless otherwise provided by law or by the Articles of Association.
Section 1.7. Inspectors. The Board may, and in the event
of its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine the presence of quorum, the
validity of proxies, and the results of all elections and all other matters voted upon by shareholders at all annual and special meetings
of shareholders.
Section 1.8. Waiver and Consent. The shareholders may act
without notice or a meeting by a unanimous written consent by all shareholders.
Section 1.9. Remote Meetings. The Board shall have the
right to determine that a shareholder meeting not be held at a place, but instead be held solely by means of remote communication in the
manner and to the extent permitted by the General Corporation Law of the State of Delaware.
ARTICLE II
Directors
Section 2.1. Board of Directors. The Board shall have the
power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of
the Association shall be vested in and may be exercised by the Board.
Section 2.2. Term of Office. The directors of this Association
shall hold office for one year and until their successors are duly elected and qualified, or until their earlier resignation or removal.
Section 2.3. Powers. In addition to the foregoing, the
Board shall have and may exercise all of the powers granted to or conferred upon it by the Articles of Association, the Bylaws and by
law.
Section 2.4. Number. As provided
in the Articles of Association, the Board of this Association shall consist of no less than five nor more than twenty-five members, unless
the OCC has exempted the Association from the twenty-five-member limit. The Board shall consist of a number of members to be fixed and
determined from time to time by resolution of the Board or the shareholders at any meeting thereof, in accordance with the Articles of
Association. Between meetings of the shareholders held for the purpose of electing directors, the Board by a majority vote of the full
Board may increase the size of the Board but not to more than a total of twenty-five directors, and fill any vacancy so created in the
Board; provided that the Board may increase the number of directors only by up to two directors, when the number of directors last elected
by shareholders was fifteen or fewer, and by up to four directors, when the number of directors last elected by shareholders was sixteen
or more. Each director shall own a qualifying equity interest in the Association or a company that has control of the Association in
each case as required by applicable law. Each director shall own such qualifying equity interest in his or her own right and meet any
minimum threshold ownership required by applicable law.
Section 2.5. Organization Meeting. The newly elected Board
shall meet for the purpose of organizing the new Board and electing and appointing such officers of the Association as may be appropriate.
Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within thirty days thereafter,
at such time and place as the Chairman or President may designate. If, at the time fixed for such meeting, there shall not be a quorum
present, the directors present may adjourn the meeting until a quorum is obtained.
Section 2.6. Regular Meetings. The regular meetings of
the Board shall be held, without notice, as the Chairman or President may designate and deem suitable.
Section 2.7. Special Meetings. Special meetings of the
Board may be called at any time, at any place and for any purpose by the Chairman of the Board or the President of the Association, or
upon the request of a majority of the entire Board. Notice of every special meeting of the Board shall be given to the directors at their
usual places of business, or at such other addresses as shall have been furnished by them for the purpose. Such notice shall be given
at least twelve hours (three hours if meeting is to be conducted by conference telephone) before the meeting by telephone or by being
personally delivered, mailed, or electronically delivered. Such notice need not include a statement of the business to be transacted at,
or the purpose of, any such meeting.
Section 2.8. Quorum and Necessary Vote. A majority of the
directors shall constitute a quorum at any meeting of the Board, except when otherwise provided by law; but less than a quorum may adjourn
any meeting, from time to time, and the meeting may be held as adjourned without further notice. Unless otherwise provided by law or the
Articles or Bylaws of this Association, once a quorum is established, any act by a majority of those directors present and voting shall
be the act of the Board.
Section 2.9. Written Consent. Except as otherwise required
by applicable laws and regulations, the Board may act without a meeting by a unanimous written consent by all directors, to be filed with
the Secretary of the Association as part of the corporate records.
Section 2.10. Remote Meetings. Members of the Board, or
of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone, video or similar communications
equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence
in person at such meeting.
Section 2.11. Vacancies. When any vacancy occurs among
the directors, the remaining members of the Board may appoint a director to fill such vacancy at any regular meeting of the Board, or
at a special meeting called for that purpose.
ARTICLE III
Committees
Section 3.1. Advisory Board of Directors. The Board may
appoint persons, who need not be directors, to serve as advisory directors on an advisory board of directors established with respect
to the business affairs of either this Association alone or the business affairs of a group of affiliated organizations of which this
Association is one. Advisory directors shall have such powers and duties as may be determined by the Board, provided, that the Board's
responsibility for the business and affairs of this Association shall in no respect be delegated or diminished.
Section 3.2. Trust Audit Committee. At least once during
each calendar year, the Association shall arrange for a suitable audit (by internal or external auditors) of all significant fiduciary
activities under the direction of its trust audit committee, a function that will be fulfilled by the Audit Committee of the financial
holding company that is the ultimate parent of this Association. The Association shall note the results of the audit (including significant
actions taken as a result of the audit) in the minutes of the Board. In lieu of annual audits, the Association may adopt a continuous
audit system in accordance with 12 C.F.R. § 9.9(b).
The Audit Committee of the financial holding company that is the ultimate
parent of this Association, fulfilling the function of the trust audit committee:
(1)
Must not include any officers of the Association or an affiliate who participate significantly in the administration of
the Association’s fiduciary activities; and
(2) Must
consist of a majority of members who are not also members of any committee to which the Board has delegated power to manage and control
the fiduciary activities of the Association.
Section 3.3. Executive Committee. The Board may appoint
an Executive Committee which shall consist of at least three directors and which shall have, and may exercise, to the extent permitted
by applicable law, all the powers of the Board between meetings of the Board or otherwise when the Board is not meeting.
Section 3.4. Trust Management Committee. The Board of this
Association shall appoint a Trust Management Committee to provide oversight of the fiduciary activities of the Association. The Trust
Management Committee shall determine policies governing fiduciary activities. The Trust Management Committee or such sub-committees, officers
or others as may be duly designated by the Trust Management Committee shall oversee the processes related to fiduciary activities to assure
conformity with fiduciary policies it establishes, including ratifying the acceptance and the closing out or relinquishment of all trusts.
The Trust Management Committee will provide regular reports of its activities to the Board.
Section 3.5. Other Committees. The Board may appoint, from
time to time, committees of one or more persons who need not be directors, for such purposes and with such powers as the Board may determine;
however, the Board will not delegate to any committee any powers or responsibilities that it is prohibited from delegating under any law
or regulation. In addition, either the Chairman or the President may appoint, from time to time, committees of one or more officers, employees,
agents or other persons, for such purposes and with such powers as either the Chairman or the President deems appropriate and proper.
Whether appointed by the Board, the Chairman, or the President, any such committee shall at all times be subject to the direction and
control of the Board.
Section 3.6. Meetings, Minutes and Rules.
An advisory board of directors and/or committee shall meet as necessary in consideration of the purpose of the advisory board of directors
or committee, and shall maintain minutes in sufficient detail to indicate actions taken or recommendations made; unless required by the
members, discussions, votes or other specific details need not be reported. An advisory board of directors or a committee may, in consideration
of its purpose, adopt its own rules for the exercise of any of its functions or authority.
ARTICLE IV
Officers
Section 4.1
Who Shall Constitute. The Officers of the Association shall be a Chief Executive Officer, a President, a Secretary,
and other officers such as Vice Chair, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Vice Presidents,
Assistant Secretaries, Trust Officers, Assistant Trust Officers, Controller, and Assistant Controller, as the Board may appoint from
time to time. The Board may appoint or elect a person as a Vice Chair without regard to whether such person is a member of the Board.
The Board may choose to delegate authority to elect officers other than the Chief Executive Officer, President, Secretary, Vice Chairs
and Senior Executive Vice Presidents, to the President. Any person may hold two offices. The President shall at all times be a member
of the Board of Directors.
Section 4.2
Term of Office. All officers shall be elected for and shall hold office until their respective successors are elected
and qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of
the Board of Directors in its sole discretion to discharge any officer at any time. The Board may choose to delegate authority to remove
officers other than the Chairman, Chief Executive Officer, President, Secretary, Vice Chair and Senior Executive Vice Presidents, to
the President.
Section 4.3. Chairman of the Board. The Board may appoint
one of its members to be Chairman of the Board to serve at the pleasure of the Board. The Chairman shall supervise the carrying out of
the policies adopted or approved by the Board; shall have general executive powers, as well as the specific powers conferred by these
Bylaws; and shall also have and may exercise such powers and duties as from time to time may be conferred upon or assigned by the Board.
Section 4.4. President. The Board may appoint one of its
members to be President of the Association. In the absence of the Chairman, the President shall preside at any meeting of the Board. The
President shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law,
regulation or practice, to the office of President, or imposed by these Bylaws. The President shall also have and may exercise such powers
and duties as from time to time may be conferred or assigned by the Board.
Section 4.5. Vice President. The Board may appoint one
or more Vice Presidents who shall have such powers and duties as may be assigned by the Board and to perform the duties of the President
on those occasions when the President is absent, including presiding at any meeting of the Board in the absence of both the Chairman
and President.
Section 4.6. Secretary. The Board shall appoint a Secretary,
or other designated officer who shall be Secretary of the Board and of the Association, and shall keep accurate minutes of all meetings.
The Secretary shall attend to the giving of all notices required by these Bylaws to be given; shall be custodian of the corporate seal,
records, documents and papers of the Association; shall provide for the keeping of proper records of all transactions of the Association;
shall, upon request, authenticate any records of the Association; shall have and may exercise any and all other powers and duties pertaining
by law, regulation or practice, to the Secretary, or imposed by these Bylaws; and shall also perform such other duties as may be assigned
from time to time by the Board. The Board may appoint one or more Assistant Secretaries with such powers and duties as the Board, the
President or the Secretary shall from time to time determine.
Section 4.7. Other Officers. The Board may appoint, and
may authorize the Chairman, the President or any other officer to appoint, any officer as from time to time may appear to the Board, the
Chairman, the President or such other officer to be required or desirable to transact the business of the Association.
Such officers shall exercise such powers and perform such duties as
pertain to their several offices, or as may be conferred upon or assigned to them by these Bylaws, the Board, the Chairman, the President
or such other authorized officer. Any person may hold two offices.
ARTICLE V
Stock
Section 5.1. The Board may authorize the
issuance of stock either in certificated or in uncertificated form. Certificates for shares of stock shall be in such form as the Board
may from time to time prescribe. If the Board issues certificated stock, the certificate shall be signed by the President, Secretary
or any other such officer as the Board so determines. Shares of stock shall be transferable on the books of the Association, and a transfer
book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in
proportion to such person's shares, succeed to all rights of the prior holder of such shares. Each certificate of stock shall recite
on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. The Board may
impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the Association for stock transfers, voting
at shareholder meetings, and related matters, and to protect it against fraudulent transfers.
ARTICLE VI
Corporate Seal
Section 6.1. The Association shall have no corporate seal; provided,
however, that if the use of a seal is required by, or is otherwise convenient or advisable pursuant to, the laws or regulations of any
jurisdiction, the following seal may be used, and the Chairman, the President, the Secretary and any Assistant Secretary shall have the
authority to affix such seal:
ARTICLE VII
Miscellaneous Provisions
Section 7.1. Execution of Instruments. All agreements,
checks, drafts, orders, indentures, notes, mortgages, deeds, conveyances, transfers, endorsements, assignments, certificates, declarations,
receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, guarantees,
proxies and other instruments or documents may be signed, countersigned, executed, acknowledged, endorsed, verified, delivered or accepted
on behalf of the Association, whether in a fiduciary capacity or otherwise, by any officer of the Association, or such employee or agent
as may be designated from time to time by the Board by resolution, or by the Chairman or the President by written instrument, which resolution
or instrument shall be certified as in effect by the Secretary or an Assistant Secretary of the Association. The provisions of this section
are supplementary to any other provision of the Articles of Association or Bylaws.
Section 7.2. Records. The Articles of Association, the
Bylaws as revised or amended from time to time and the proceedings of all meetings of the shareholders, the Board, and standing committees
of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, or other officer appointed to act as Secretary of the meeting.
Section 7.3. Trust Files. There shall be maintained in
the Association files all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and
discharged.
Section 7.4. Trust Investments. Funds
held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and according to law.
Where such instrument does not specify the character and class of investments to be made and does not vest in the Association a discretion
in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under
law.
Section 7.5. Notice. Whenever notice is required by the
Articles of Association, the Bylaws or law, such notice shall be by mail, postage prepaid, e-mail, in person, or by any other means by
which such notice can reasonably be expected to be received, using the address of the person to receive such notice, or such other personal
data, as may appear on the records of the Association.
Except where specified otherwise in these Bylaws, prior notice shall
be proper if given not more than 30 days nor less than 10 days prior to the event for which notice is given.
ARTICLE VIII
Indemnification
Section 8.1. The Association shall
indemnify such persons for such liabilities in such manner under such circumstances and to such extent as permitted by
Section 145 of the Delaware General Corporation Law, as now enacted or hereafter amended. The Board may authorize the purchase
and maintenance of insurance and/or the execution of individual agreements for the purpose of such indemnification, and the
Association shall advance all reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit
or proceeding to all persons entitled to indemnification under this Section 8.1. Such insurance shall be consistent with the
requirements of 12 C.F.R. § 7.2014 and shall exclude coverage of liability for a formal order assessing civil money penalties
against an institution-affiliated party, as defined at 12 U.S.C. § 1813(u).
Section 8.2. Notwithstanding Section 8.1,
however, (a) any indemnification payments to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), for an administrative
proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent with the requirements of 12 U.S.C.
§ 1828(k) and the implementing regulations thereunder; and (b) any indemnification payments and advancement of costs and
expenses to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), in cases involving an administrative proceeding
or civil action not initiated by a federal banking agency, shall be in accordance with Delaware General Corporation Law and consistent
with safe and sound banking practices.
ARTICLE IX
Bylaws: Interpretation and Amendment
Section 9.1. These Bylaws shall be interpreted in accordance with
and subject to appropriate provisions of law, and may be added to, altered, amended, or repealed, at any regular or special meeting of
the Board.
Section 9.2. A copy of the Bylaws and all amendments shall at
all times be kept in a convenient place at the principal office of the Association, and shall be open for inspection to all shareholders
during Association hours.
ARTICLE X
Miscellaneous Provisions
Section 10.1. Fiscal Year. The fiscal year of the Association
shall begin on the first day of January in each year and shall end on the thirty-first day of December following.
Section 10.2. Governing Law. This Association designates
the Delaware General Corporation Law, as amended from time to time, as the governing law for its corporate governance procedures, to the
extent not inconsistent with Federal banking statutes and regulations or bank safety and soundness.
***
(November 6, 2025)
Exhibit 6
CONSENT
In accordance with Section 321(b) of
the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION hereby consents that reports of examination
of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: October 16, 2026
| |
By: |
/s/ Felicia H. Powell |
| |
|
Felicia H. Powell |
| |
|
Vice President |
Exhibit 7
U.S. Bank Trust Company, National Association
Statement of Financial Condition
as of 6/30/2026
($000’s)
| | |
6/30/2026 | |
| Assets | |
| | |
| Cash
and Balances Due From Depository
Institutions | |
$ | 2,474,094 | |
| Securities | |
| 4,673 | |
| Federal
Funds | |
| 0 | |
| Loans &
Lease Financing Receivables | |
| 0 | |
| Fixed Assets | |
| 447 | |
| Intangible
Assets | |
| 573,109 | |
| Other Assets | |
| 154,375 | |
| Total
Assets | |
$ | 3,206,698 | |
| | |
| | |
| Liabilities | |
| | |
| Deposits | |
$ | 0 | |
| Fed Funds | |
| 0 | |
| Treasury
Demand Notes | |
| 0 | |
| Trading
Liabilities | |
| 0 | |
| Other Borrowed
Money | |
| 0 | |
| Acceptances | |
| 0 | |
| Subordinated
Notes and Debentures | |
| 0 | |
| Other Liabilities | |
| 268,325 | |
| Total
Liabilities | |
$ | 268,325 | |
| | |
| | |
| Equity | |
| | |
| Common
and Preferred Stock | |
| 200 | |
| Surplus | |
| 1,171,635 | |
| Undivided
Profits | |
| 1,766,538 | |
| Minority
Interest in Subsidiaries | |
| 0 | |
| Total
Equity Capital | |
$ | 2,938,373 | |
| | |
| | |
| Total Liabilities and Equity
Capital | |
$ | 3,206,698 | |
Exhibit 25.2
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) ¨
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
91-1821036
I.R.S. Employer Identification No.
|
200 South 6th Street
Minneapolis, Minnesota |
55402 |
| (Address of principal executive offices) |
(Zip Code) |
Felicia H. Powell
U.S. Bank Trust Company, National Association
2 Concourse Parkway, Suite 800
Atlanta, GA 30328-5588
(404) 898-8828
(Name, address and telephone number of agent for
service)
ACUITY INC.*
**and
each of the additional registrants listed on the next page
(Issuer with respect to the Securities)
| Delaware |
58-2632672 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
1170 Peachtreee Street, N.E., Suite 1200
Atlanta, GA |
30309 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Debt Securities
and Guarantees of Debt
Securities
(Title of the Indenture
Securities)
TABLE OF CO-REGISTRANTS
| Exact name of Registrant* |
|
Jurisdiction of Formation |
|
I.R.S. Employer
Identification No. |
| Acuity Brands Lighting, Inc. |
|
Delaware |
|
58-2633371 |
| Acuity Intelligent Spaces Inc. |
|
Delaware |
|
31-1832408 |
| QSC, LLC |
|
California |
|
95-3412527 |
| ABL IP Holding LLC |
|
Georgia |
|
93-4672136 |
| * |
The address for each of the additional registrants is c/o Acuity Inc., 1170 Peachtree Street, N.E. Suite 1200, Atlanta, Georgia 30309. |
FORM T-1
| 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
Washington, D.C.
| b) | Whether it is authorized to exercise corporate trust powers. |
Yes
| Item 2. | AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
| Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee's
knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
| Item 16. | LIST OF EXHIBITS:
List below all exhibits filed as a part of this statement of eligibility and qualification. |
| 1. | A copy of the Articles of Association of the Trustee, attached
as Exhibit 1. |
| 2. | A copy of the certificate of authority of the Trustee to
commence business, attached as Exhibit 2. |
| 3. | A copy of the authorization of the Trustee to exercise corporate
trust powers, included as Exhibit 2. |
| 4. | A copy of the existing bylaws of the Trustee, attached as
Exhibit 4. |
| 5. | A copy of each Indenture referred to in Item 4. Not applicable. |
| 6. | The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939, attached as Exhibit 6. |
| 7. | Report of Condition of the Trustee as of June 30, 2026,
published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
SIGNATURE
Pursuant
to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a
national banking association organized and existing under the laws of the United States of America, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta, State of Georgia on
the 16th of October, 2026.
| |
By: |
/s/ Felicia H. Powell |
| |
|
Felicia H. Powell |
| |
|
Vice President |
Exhibit 1
ARTICLES OF ASSOCIATION
OF
U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
For the purpose of organizing an association (the
“Association”) to perform any lawful activities of national banks, the undersigned enter into the following Articles of Association:
FIRST.
The title of this Association shall be U. S. Bank Trust Company, National Association.
SECOND.
The main office of the Association shall be in the city of Portland, county of Multnomah, state of Oregon. The business of
the Association will be limited to fiduciary powers and the support of activities incidental to the exercise of those powers. The Association
may not expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency.
THIRD.
The board of directors of the Association shall consist of not less than five nor more than twenty-five persons, the exact number to be
fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the
shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the Association or of a holding
company owning the Association, with an aggregate par, fair market, or equity value of not less than $1,000, as of either (i) the
date of purchase, (ii) the date the person became a director, or (iii) the date of that person's most recent election to the
board of directors, whichever is more recent. Any combination of common or preferred stock of the Association or holding company may be
used.
Any vacancy in the board of directors may be filled
by action of a majority of the remaining directors between meetings of shareholders. The board of directors may increase the number of
directors up to the maximum permitted by law. Terms of directors, including directors selected to fill vacancies, shall expire at the
next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the
expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualified or until there
is a decrease in the number of directors and his or her position is eliminated.
Honorary or advisory members of the board of directors,
without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution
of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory
directors shall not be counted to determined the number of directors of the Association or the presence of a quorum in connection with
any board action, and shall not be required to own qualifying shares.
FOURTH. There
shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting.
It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified
therefor in the Bylaws, or if that day falls on a legal holiday in the state in which the Association
is located, on the next following banking day. If no election is held on the day fixed or in the event of a legal holiday on the
following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of
directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of
the shares issued and outstanding. In all cases, at least 10 days’ advance notice of the meeting shall be given to the shareholders
by first-class mail.
In all elections of directors, the number of votes
each common shareholder may cast will be determined by multiplying the number of shares he or she owns by the number of directors to be
elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner
selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held
by him or her.
A director may
resign at any time by delivering written notice to the board of directors, its chairperson, or to the Association, which resignation shall
be effective when the notice is delivered unless the notice specifies a later effective date.
A director may be
removed by the shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the
purposes is to remove him or her is provided, if there is a failure to fulfill one of the
affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if
the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal.
FIFTH. The
authorized amount of capital stock of the Association shall be 1,000,000 shares of common stock of the par value of ten dollars ($10)
each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.
The Association shall have only one class of capital stock.
No holder of shares of the capital stock of any
class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association,
whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued, or sold, nor any right of
subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and
at such price as the board of directors may from time to time fix.
Transfers of the
Association's stock are subject to the prior written approval of a federal depository institution regulatory agency. If no other
agency approval is required, the approval of the Comptroller of the Currency must be obtained prior to any such transfers.
Unless otherwise specified in the Articles of
Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association
must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall
be entitled to one vote per share.
Unless otherwise specified in the Articles of
Association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval.
Unless otherwise provided in the Bylaws, the record
date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first
notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.
The Association,
at any time and from time to time, may authorize and issue debt obligations, whether subordinated, without the approval of the shareholders.
Obligations classified as debt, whether subordinated, which may be issued by the Association without the approval of shareholders, do
not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or
reclassification of all or part of securities into securities of another class or series.
SIXTH. The
board of directors shall appoint one of its members president of this Association and one of its members chairperson of the board and
shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors' and shareholders' meetings
and be responsible for authenticating the records of the Association, and such other officers and employees as may be required to transact
the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the
board of directors in accordance with the Bylaws.
The board of directors shall have the power to:
| (1) | Define the duties of the officers, employees, and agents of the Association. |
| (2) | Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees,
and agents of the Association. |
| (3) | Fix the compensation and enter employment contracts with its officers and employees upon reasonable terms
and conditions consistent with applicable law. |
| (4) | Dismiss officers and employees. |
| (5) | Require bonds from officers and employees and to fix the penalty thereof. |
| (6) | Ratify written policies authorized by the Association's management or committees of the board. |
| (7) | Regulate the manner any increase or decrease of the capital of the Association shall be made; provided
that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the Association in accordance with
law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital. |
| (8) | Manage and administer the business and affairs of the Association. |
| (9) | Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs
of the Association. |
| (10) | Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to the shareholders. |
| (12) | Generally perform all acts that are legal for a board of directors to perform. |
SEVENTH. The
board of directors shall have the power to change the location of the main office to any authorized branch within the limits of the city
of Portland, Oregon, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of the Association
for a location outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location
within or outside the limits of the city of Portland, Oregon, but not more than thirty miles beyond such limits. The board of directors
shall have the power to establish or change the location of any office or offices of the Association to any other location permitted under
applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.
EIGHTH.
The corporate existence of this Association shall continue until termination according to the laws of the United States.
NINTH. The
board of directors of the Association, or any shareholder owning, in the aggregate, not less than 25 percent of the stock of the Association,
may call a special meeting of shareholders at any time. Unless otherwise provided by the Bylaws or the laws of the United States, or waived
by shareholders, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class
mail, postage prepaid, mailed at least 10, and no more than 60, days prior to the date of the meeting to each shareholder of record at
his/her address as shown upon the books of the Association. Unless otherwise provided by the Bylaws, any action requiring approval of
shareholders must be effected at a duly called annual or special meeting.
TENTH. These
Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of
a majority of the stock of the Association, unless the vote of the holders of a greater amount of stock is required by law, and in that
case by the vote of the holders of such greater amount; provided, that the scope of the Association's activities and services may not
be expanded without the prior written approval of the Comptroller of the Currency. The Association's board of directors may propose one
or more amendments to the Articles of Association for submission to the shareholders.
In witness whereof,
we have hereunto set our hands this 11th of June, 1997.
| /s/ Jeffrey T. Grubb |
|
| Jeffrey T. Grubb |
|
| |
|
| /s/ Robert D. Sznewajs |
|
| Robert D. Sznewajs |
|
| |
|
| /s/ Dwight V. Board |
|
| Dwight V. Board |
|
| |
|
| /s/ P. K. Chatterjee |
|
| P. K. Chatterjee |
|
| |
|
| /s/ Robert Lane |
|
| Robert Lane |
|
Exhibit 2
Exhibit 4
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
AMENDED AND RESTATED BYLAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The annual meeting of the
shareholders, for the election of directors and the transaction of any other proper business, shall be held at a time and place as the
Chairman or President may designate. Notice of such meeting shall be given not less than ten (10) days or more than sixty (60) days
prior to the date thereof, to each shareholder of the Association, unless the Office of the Comptroller of the Currency (the “OCC”)
determines that an emergency circumstance exists. In accordance with applicable law, the sole shareholder of the Association is permitted
to waive notice of the meeting. If, for any reason, an election of directors is not made on the designated day, the election shall be
held on some subsequent day, as soon thereafter as practicable, with prior notice thereof. Failure to hold an annual meeting as required
by these Bylaws shall not affect the validity of any corporate action or work a forfeiture or dissolution of the Association.
Section 1.2. Special Meetings. Except as otherwise specially
provided by law, special meetings of the shareholders may be called for any purpose, at any time by a majority of the board of directors
(the “Board”), or by any shareholder or group of shareholders owning at least ten percent of the outstanding stock.
Every such special meeting, unless otherwise provided by law, shall
be called upon not less than ten (10) days nor more than sixty (60) days prior notice stating the purpose of the meeting.
Section 1.3. Nominations for Directors. Nominations for
election to the Board may be made by the Board or by any shareholder.
Section 1.4. Proxies. Shareholders may vote at any meeting
of the shareholders by proxies duly authorized in writing. Proxies shall be valid only for one meeting and any adjournments of such meeting
and shall be filed with the records of the meeting.
Section 1.5. Record Date. The record date for determining
shareholders entitled to notice and to vote at any meeting will be thirty days before the date of such meeting, unless otherwise determined
by the Board.
Section 1.6. Quorum and Voting.
A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting
may be held as adjourned without further notice. A majority of the votes cast shall decide every question or matter submitted to the
shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.
Section 1.7. Inspectors. The Board may, and in the event
of its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine the presence of quorum, the
validity of proxies, and the results of all elections and all other matters voted upon by shareholders at all annual and special meetings
of shareholders.
Section 1.8. Waiver and Consent. The shareholders may act
without notice or a meeting by a unanimous written consent by all shareholders.
Section 1.9. Remote Meetings. The Board shall have the
right to determine that a shareholder meeting not be held at a place, but instead be held solely by means of remote communication in the
manner and to the extent permitted by the General Corporation Law of the State of Delaware.
ARTICLE II
Directors
Section 2.1. Board of Directors. The Board shall have the
power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of
the Association shall be vested in and may be exercised by the Board.
Section 2.2. Term of Office. The directors of this Association
shall hold office for one year and until their successors are duly elected and qualified, or until their earlier resignation or removal.
Section 2.3. Powers. In addition to the foregoing, the
Board shall have and may exercise all of the powers granted to or conferred upon it by the Articles of Association, the Bylaws and by
law.
Section 2.4. Number. As provided
in the Articles of Association, the Board of this Association shall consist of no less than five nor more than twenty-five members,
unless the OCC has exempted the Association from the twenty-five-member limit. The Board shall consist of a number of members to be
fixed and determined from time to time by resolution of the Board or the shareholders at any meeting thereof, in accordance with the
Articles of Association. Between meetings of the shareholders held for the purpose of electing directors, the Board by a majority
vote of the full Board may increase the size of the Board but not to more than a total of twenty-five directors, and fill any
vacancy so created in the Board; provided that the Board may increase the number of directors only by up to two directors, when the
number of directors last elected by shareholders was fifteen or fewer, and by up to four directors, when the number of directors
last elected by shareholders was sixteen or more. Each director shall own a qualifying equity interest in the Association or a
company that has control of the Association in each case as required by applicable law. Each director shall own such qualifying
equity interest in his or her own right and meet any minimum threshold ownership required by applicable law.
Section 2.5. Organization Meeting. The newly elected Board
shall meet for the purpose of organizing the new Board and electing and appointing such officers of the Association as may be appropriate.
Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within thirty days thereafter,
at such time and place as the Chairman or President may designate. If, at the time fixed for such meeting, there shall not be a quorum
present, the directors present may adjourn the meeting until a quorum is obtained.
Section 2.6. Regular Meetings. The regular meetings of
the Board shall be held, without notice, as the Chairman or President may designate and deem suitable.
Section 2.7. Special Meetings. Special meetings of the
Board may be called at any time, at any place and for any purpose by the Chairman of the Board or the President of the Association, or
upon the request of a majority of the entire Board. Notice of every special meeting of the Board shall be given to the directors at their
usual places of business, or at such other addresses as shall have been furnished by them for the purpose. Such notice shall be given
at least twelve hours (three hours if meeting is to be conducted by conference telephone) before the meeting by telephone or by being
personally delivered, mailed, or electronically delivered. Such notice need not include a statement of the business to be transacted at,
or the purpose of, any such meeting.
Section 2.8. Quorum and Necessary Vote. A majority of the
directors shall constitute a quorum at any meeting of the Board, except when otherwise provided by law; but less than a quorum may adjourn
any meeting, from time to time, and the meeting may be held as adjourned without further notice. Unless otherwise provided by law or the
Articles or Bylaws of this Association, once a quorum is established, any act by a majority of those directors present and voting shall
be the act of the Board.
Section 2.9. Written Consent. Except as otherwise required
by applicable laws and regulations, the Board may act without a meeting by a unanimous written consent by all directors, to be filed with
the Secretary of the Association as part of the corporate records.
Section 2.10. Remote Meetings. Members of the Board, or
of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone, video or similar communications
equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence
in person at such meeting.
Section 2.11. Vacancies. When any vacancy occurs among
the directors, the remaining members of the Board may appoint a director to fill such vacancy at any regular meeting of the Board, or
at a special meeting called for that purpose.
ARTICLE III
Committees
Section 3.1. Advisory Board of Directors. The Board may
appoint persons, who need not be directors, to serve as advisory directors on an advisory board of directors established with respect
to the business affairs of either this Association alone or the business affairs of a group of affiliated organizations of which this
Association is one. Advisory directors shall have such powers and duties as may be determined by the Board, provided, that the Board's
responsibility for the business and affairs of this Association shall in no respect be delegated or diminished.
Section 3.2. Trust Audit Committee. At least once during
each calendar year, the Association shall arrange for a suitable audit (by internal or external auditors) of all significant fiduciary
activities under the direction of its trust audit committee, a function that will be fulfilled by the Audit Committee of the financial
holding company that is the ultimate parent of this Association. The Association shall note the results of the audit (including significant
actions taken as a result of the audit) in the minutes of the Board. In lieu of annual audits, the Association may adopt a continuous
audit system in accordance with 12 C.F.R. § 9.9(b).
The Audit Committee of the financial holding company that is the ultimate
parent of this Association, fulfilling the function of the trust audit committee:
(1) Must
not include any officers of the Association or an affiliate who participate significantly in the administration of the Association’s
fiduciary activities; and
(2) Must
consist of a majority of members who are not also members of any committee to which the Board has delegated power to manage and control
the fiduciary activities of the Association.
Section 3.3. Executive Committee. The Board may appoint
an Executive Committee which shall consist of at least three directors and which shall have, and may exercise, to the extent permitted
by applicable law, all the powers of the Board between meetings of the Board or otherwise when the Board is not meeting.
Section 3.4. Trust Management Committee. The Board of this
Association shall appoint a Trust Management Committee to provide oversight of the fiduciary activities of the Association. The Trust
Management Committee shall determine policies governing fiduciary activities. The Trust Management Committee or such sub-committees, officers
or others as may be duly designated by the Trust Management Committee shall oversee the processes related to fiduciary activities to assure
conformity with fiduciary policies it establishes, including ratifying the acceptance and the closing out or relinquishment of all trusts.
The Trust Management Committee will provide regular reports of its activities to the Board.
Section 3.5. Other Committees. The Board may appoint, from
time to time, committees of one or more persons who need not be directors, for such purposes and with such powers as the Board may determine;
however, the Board will not delegate to any committee any powers or responsibilities that it is prohibited from delegating under any law
or regulation. In addition, either the Chairman or the President may appoint, from time to time, committees of one or more officers, employees,
agents or other persons, for such purposes and with such powers as either the Chairman or the President deems appropriate and proper.
Whether appointed by the Board, the Chairman, or the President, any such committee shall at all times be subject to the direction and
control of the Board.
Section 3.6. Meetings, Minutes and Rules.
An advisory board of directors and/or committee shall meet as necessary in consideration of the purpose of the advisory board of directors
or committee, and shall maintain minutes in sufficient detail to indicate actions taken or recommendations made; unless required by the
members, discussions, votes or other specific details need not be reported. An advisory board of directors or a committee may, in consideration
of its purpose, adopt its own rules for the exercise of any of its functions or authority.
ARTICLE IV
Officers
Section 4.1
Who Shall Constitute. The Officers of the Association shall be a Chief Executive Officer, a President, a Secretary,
and other officers such as Vice Chair, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Vice Presidents,
Assistant Secretaries, Trust Officers, Assistant Trust Officers, Controller, and Assistant Controller, as the Board may appoint from
time to time. The Board may appoint or elect a person as a Vice Chair without regard to whether such person is a member of the Board.
The Board may choose to delegate authority to elect officers other than the Chief Executive Officer, President, Secretary, Vice Chairs
and Senior Executive Vice Presidents, to the President. Any person may hold two offices. The President shall at all times be a member
of the Board of Directors.
Section 4.2
Term of Office. All officers shall be elected for and shall hold office until their respective successors are elected and
qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the
Board of Directors in its sole discretion to discharge any officer at any time. The Board may choose to delegate authority to remove
officers other than the Chairman, Chief Executive Officer, President, Secretary, Vice Chair and Senior Executive Vice Presidents, to
the President.
Section 4.3. Chairman of the Board. The Board may appoint
one of its members to be Chairman of the Board to serve at the pleasure of the Board. The Chairman shall supervise the carrying out of
the policies adopted or approved by the Board; shall have general executive powers, as well as the specific powers conferred by these
Bylaws; and shall also have and may exercise such powers and duties as from time to time may be conferred upon or assigned by the Board.
Section 4.4. President. The Board may appoint one of its
members to be President of the Association. In the absence of the Chairman, the President shall preside at any meeting of the Board. The
President shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law,
regulation or practice, to the office of President, or imposed by these Bylaws. The President shall also have and may exercise such powers
and duties as from time to time may be conferred or assigned by the Board.
Section 4.5. Vice President. The
Board may appoint one or more Vice Presidents who shall have such powers and duties as may be assigned by the Board and to perform the
duties of the President on those occasions when the President is absent, including presiding at any meeting of the Board in the absence
of both the Chairman and President.
Section 4.6. Secretary. The Board shall appoint a Secretary,
or other designated officer who shall be Secretary of the Board and of the Association, and shall keep accurate minutes of all meetings.
The Secretary shall attend to the giving of all notices required by these Bylaws to be given; shall be custodian of the corporate seal,
records, documents and papers of the Association; shall provide for the keeping of proper records of all transactions of the Association;
shall, upon request, authenticate any records of the Association; shall have and may exercise any and all other powers and duties pertaining
by law, regulation or practice, to the Secretary, or imposed by these Bylaws; and shall also perform such other duties as may be assigned
from time to time by the Board. The Board may appoint one or more Assistant Secretaries with such powers and duties as the Board, the
President or the Secretary shall from time to time determine.
Section 4.7. Other Officers. The Board may appoint, and
may authorize the Chairman, the President or any other officer to appoint, any officer as from time to time may appear to the Board, the
Chairman, the President or such other officer to be required or desirable to transact the business of the Association.
Such officers shall exercise such powers and perform such duties as
pertain to their several offices, or as may be conferred upon or assigned to them by these Bylaws, the Board, the Chairman, the President
or such other authorized officer. Any person may hold two offices.
ARTICLE V
Stock
Section 5.1. The Board may authorize the
issuance of stock either in certificated or in uncertificated form. Certificates for shares of stock shall be in such form as the Board
may from time to time prescribe. If the Board issues certificated stock, the certificate shall be signed by the President, Secretary
or any other such officer as the Board so determines. Shares of stock shall be transferable on the books of the Association, and a transfer
book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in
proportion to such person's shares, succeed to all rights of the prior holder of such shares. Each certificate of stock shall recite
on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. The Board may
impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the Association for stock transfers, voting
at shareholder meetings, and related matters, and to protect it against fraudulent transfers.
ARTICLE VI
Corporate Seal
Section 6.1. The Association shall have no corporate seal; provided,
however, that if the use of a seal is required by, or is otherwise convenient or advisable pursuant to, the laws or regulations of any
jurisdiction, the following seal may be used, and the Chairman, the President, the Secretary and any Assistant Secretary shall have the
authority to affix such seal:
ARTICLE VII
Miscellaneous Provisions
Section 7.1. Execution of Instruments. All agreements,
checks, drafts, orders, indentures, notes, mortgages, deeds, conveyances, transfers, endorsements, assignments, certificates, declarations,
receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, guarantees,
proxies and other instruments or documents may be signed, countersigned, executed, acknowledged, endorsed, verified, delivered or accepted
on behalf of the Association, whether in a fiduciary capacity or otherwise, by any officer of the Association, or such employee or agent
as may be designated from time to time by the Board by resolution, or by the Chairman or the President by written instrument, which resolution
or instrument shall be certified as in effect by the Secretary or an Assistant Secretary of the Association. The provisions of this section
are supplementary to any other provision of the Articles of Association or Bylaws.
Section 7.2. Records. The Articles of Association, the
Bylaws as revised or amended from time to time and the proceedings of all meetings of the shareholders, the Board, and standing committees
of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, or other officer appointed to act as Secretary of the meeting.
Section 7.3. Trust Files. There shall be maintained in
the Association files all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and
discharged.
Section 7.4. Trust Investments. Funds
held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and according to law.
Where such instrument does not specify the character and class of investments to be made and does not vest in the Association a discretion
in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under
law.
Section 7.5. Notice. Whenever notice is required by the
Articles of Association, the Bylaws or law, such notice shall be by mail, postage prepaid, e-mail, in person, or by any other means by
which such notice can reasonably be expected to be received, using the address of the person to receive such notice, or such other personal
data, as may appear on the records of the Association.
Except where specified otherwise in these Bylaws, prior notice shall
be proper if given not more than 30 days nor less than 10 days prior to the event for which notice is given.
ARTICLE VIII
Indemnification
Section 8.1. The Association shall
indemnify such persons for such liabilities in such manner under such circumstances and to such extent as permitted by
Section 145 of the Delaware General Corporation Law, as now enacted or hereafter amended. The Board may authorize the purchase
and maintenance of insurance and/or the execution of individual agreements for the purpose of such indemnification, and the
Association shall advance all reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit
or proceeding to all persons entitled to indemnification under this Section 8.1. Such insurance shall be consistent with the
requirements of 12 C.F.R. § 7.2014 and shall exclude coverage of liability for a formal order assessing civil money penalties
against an institution-affiliated party, as defined at 12 U.S.C. § 1813(u).
Section 8.2. Notwithstanding Section 8.1,
however, (a) any indemnification payments to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), for an administrative
proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent with the requirements of 12 U.S.C.
§ 1828(k) and the implementing regulations thereunder; and (b) any indemnification payments and advancement of costs and
expenses to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), in cases involving an administrative proceeding
or civil action not initiated by a federal banking agency, shall be in accordance with Delaware General Corporation Law and consistent
with safe and sound banking practices.
ARTICLE IX
Bylaws: Interpretation and Amendment
Section 9.1. These Bylaws shall be interpreted in accordance with
and subject to appropriate provisions of law, and may be added to, altered, amended, or repealed, at any regular or special meeting of
the Board.
Section 9.2. A copy of the Bylaws and all amendments shall at
all times be kept in a convenient place at the principal office of the Association, and shall be open for inspection to all shareholders
during Association hours.
ARTICLE X
Miscellaneous Provisions
Section 10.1. Fiscal Year. The fiscal year of the Association
shall begin on the first day of January in each year and shall end on the thirty-first day of December following.
Section 10.2. Governing Law. This Association designates
the Delaware General Corporation Law, as amended from time to time, as the governing law for its corporate governance procedures, to the
extent not inconsistent with Federal banking statutes and regulations or bank safety and soundness.
***
(November 6, 2025)
Exhibit 6
CONSENT
In accordance with Section 321(b) of
the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION hereby consents that reports of examination
of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: October 16, 2026
| |
By: |
/s/ Felicia H. Powell |
| |
|
Felicia H. Powell |
| |
|
Vice President |
Exhibit 7
U.S. Bank Trust Company, National Association
Statement of Financial Condition
as of 6/30/2026
($000’s)
| | |
6/30/2026 | |
| Assets | |
| | |
| Cash
and Balances Due From Depository
Institutions | |
$ | 2,474,094 | |
| Securities | |
| 4,673 | |
| Federal
Funds | |
| 0 | |
| Loans &
Lease Financing Receivables | |
| 0 | |
| Fixed Assets | |
| 447 | |
| Intangible
Assets | |
| 573,109 | |
| Other Assets | |
| 154,375 | |
| Total
Assets | |
$ | 3,206,698 | |
| | |
| | |
| Liabilities | |
| | |
| Deposits | |
$ | 0 | |
| Fed Funds | |
| 0 | |
| Treasury
Demand Notes | |
| 0 | |
| Trading
Liabilities | |
| 0 | |
| Other Borrowed
Money | |
| 0 | |
| Acceptances | |
| 0 | |
| Subordinated
Notes and Debentures | |
| 0 | |
| Other Liabilities | |
| 268,325 | |
| Total
Liabilities | |
$ | 268,325 | |
| | |
| | |
| Equity | |
| | |
| Common
and Preferred Stock | |
| 200 | |
| Surplus | |
| 1,171,635 | |
| Undivided
Profits | |
| 1,766,538 | |
| Minority
Interest in Subsidiaries | |
| 0 | |
| Total
Equity Capital | |
$ | 2,938,373 | |
| | |
| | |
| Total Liabilities and Equity
Capital | |
$ | 3,206,698 | |
EX-FILING FEES
S-3
S-3ASR
EX-FILING FEES
0001144215
ACUITY INC. (DE)
N/A
N/A
0001144215
2026-10-19
2026-10-19
0001144215
1
2026-10-19
2026-10-19
0001144215
2
2026-10-19
2026-10-19
0001144215
3
2026-10-19
2026-10-19
0001144215
4
2026-10-19
2026-10-19
0001144215
5
2026-10-19
2026-10-19
0001144215
6
2026-10-19
2026-10-19
0001144215
7
2026-10-19
2026-10-19
iso4217:USD
xbrli:pure
xbrli:shares
|
Calculation of Filing Fee Tables
|
|
S-3
|
|
ACUITY INC. (DE)
|
|
Table 1: Newly Registered and Carry Forward Securities
|
☐Not Applicable
|
|
|
|
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, par value $.01 per share, of Acuity Inc.
|
457(r)
|
|
|
|
0.000087
|
|
|
|
|
|
|
Fees to be Paid
|
2
|
Equity
|
Preferred Stock, par value $.01 per share, of Acuity Inc.
|
457(r)
|
|
|
|
0.000087
|
|
|
|
|
|
|
Fees to be Paid
|
3
|
Debt
|
Debt Securities of Acuity Brands Lighting, Inc.
|
457(r)
|
|
|
|
0.000087
|
|
|
|
|
|
|
Fees to be Paid
|
4
|
Debt
|
Debt Securities of Acuity Inc.
|
457(r)
|
|
|
|
0.000087
|
|
|
|
|
|
|
Fees to be Paid
|
5
|
Other
|
Guarantees of the Debt Securities of Acuity Brands Lighting, Inc.
|
457(r)
|
|
|
|
0.000087
|
|
|
|
|
|
|
Fees to be Paid
|
6
|
Other
|
Guarantees of the Debt Securities of Acuity Inc.
|
457(r)
|
|
|
|
0.000087
|
|
|
|
|
|
|
Fees to be Paid
|
7
|
Other
|
Depositary Shares of Acuity Inc.
|
457(r)
|
|
|
|
0.000087
|
|
|
|
|
|
|
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
|
An indeterminate aggregate initial offering price and amount of the securities of each identified class are being registered as may from time to time be offered at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable anti-dilution provisions.
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. In connection with the securities offered hereby, the registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment.
|
|
|
2
|
See Offering Note 1.
|
|
|
3
|
See Offering Note 1.
|
|
|
4
|
See Offering Note 1.
|
|
|
5
|
Acuity Inc. and ABL IP Holding LLC may guarantee the debt securities issued by Acuity Brands Lighting, Inc. pursuant to this registration statement. No separate consideration will be received for the guarantees. Pursuant to Rule 457(n), no additional fee is payable with respect to such guarantees.
|
|
|
6
|
Acuity Brands Lighting, Inc., Acuity Intelligent Spaces Inc., QSC, LLC and ABL IP Holding LLC may guarantee the debt securities issued by Acuity Inc. pursuant to this registration statement. No separate consideration will be received for the guarantees. Pursuant to Rule 457(n), no additional fee is payable with respect to such guarantees.
|
|
|
7
|
See Offering Note 1.
|
|
|
Table 2: Fee Offset Claims and Sources
|
☑Not Applicable
|
|
|
|
Registrant or Filer Name
|
Form or Filing Type
|
File Number
|
Initial Filing Date
|
Filing Date
|
Fee Offset Claimed
|
Security Type Associated with Fee Offset Claimed
|
Security Title Associated with Fee Offset Claimed
|
Unsold Securities Associated with Fee Offset Claimed
|
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed
|
Fee Paid with Fee Offset Source
|
|
Rules 457(b) and 0-11(a)(2)
|
|
Fee Offset Claims
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee Offset Sources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rule 457(p)
|
|
Fee Offset Claims
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee Offset Sources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 3: Combined Prospectuses
|
☑Not Applicable
|
|
|
Security Type
|
Security Class Title
|
Amount of Securities Previously Registered
|
Maximum Aggregate Offering Price of Securities Previously Registered
|
Form Type
|
File Number
|
Initial Effective Date
|
|
|
|
|
|
|
|
|
|
![[MISSING IMAGE: lg_acuityinc-4c.jpg]](https://cdn.kscope.io/2b9e4a271a7c9b06b74ec563c3181178-lg_acuityinc-4c.jpg)