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UNDERWRITING AGREEMENT

Underwriting Agreement

UNDERWRITING AGREEMENT | Document Parties: KIMBERLY-CLARK CORPORATION You are currently viewing:
This Underwriting Agreement involves

KIMBERLY-CLARK CORPORATION

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Title: UNDERWRITING AGREEMENT
Date: 7/30/2007
Industry: Paper and Paper Products     Sector: Basic Materials

UNDERWRITING AGREEMENT, Parties: kimberly-clark corporation
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Exhibit 1.1

KIMBERLY-CLARK CORPORATION

UNDERWRITING AGREEMENT

 

Kimberly-Clark Corporation
351 Phelps Drive
Irving, Texas 75038

July 25, 2007

Dear Sirs:

The underwriter or underwriters named in Schedule I hereto (the “Underwriters”), acting through the firm or firms named in Schedule I-A hereto as representatives (the “Representatives”), understand that Kimberly-Clark Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $450,000,000 aggregate principal amount of the Company’s Floating Rate Notes due July 30, 2010 (the “2010 Floating Rate Notes”), $950,000,000 aggregate principal amount of the Company’s 6.125% Notes due August 1, 2017 (the “2017 Notes”) and $700,000,000 aggregate principal amount of the Company’s 6.625% Notes due August 1, 2037 (the “2037 Notes”) designated in Schedule II hereto (collectively, the “Designated Securities”), registered under the Securities Act of 1933, as amended (the “Act”) on an “automatic shelf registration statement” (as defined under Rule 405 under the Act), on Form S-3 (File No. 333-144828) (the “Registration Statement”). The Designated Securities are to be issued under the indenture designated in Schedule II hereto (the “Indenture”), between the Company and the trustee designated in such Schedule II. Subject to the terms and conditions set forth herein or incorporated by reference herein and referred to below, the Company hereby agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of such Designated Securities set forth opposite the name of such Underwriter in such Schedule I at the Purchase Price to Underwriters set forth in Schedule II hereto. If the firm or firms named in Schedule I-A hereto include only the firm or firms named as Underwriters in Schedule I hereto, the terms “Underwriters” and “Representatives” shall each be deemed to refer to such firm or firms.

The Underwriters will pay for such Designated Securities upon delivery thereof at the Closing Location and on the Date and Time of Delivery set forth in Schedule II hereto.

The Designated Securities shall have the terms set forth in Schedule II hereto.

Unless otherwise provided herein, all the provisions contained in the document entitled Kimberly-Clark Corporation Underwriting Agreement General Terms and Conditions, a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein.

 


This Agreement shall be construed in accordance with the laws of the State of New York.

Please confirm your agreement by (i) having an authorized officer sign a copy of this Agreement in the space set forth below and (ii) returning the signed copy to us.

 

Very truly yours,
Citigroup Global Markets Inc.
By  

/s/ Brian Bednarski

Its:  

Director

Acting severally on behalf of themselves and the several Underwriters named in Schedule I attached hereto

Lehman Brothers Inc.
By  

/s/ Allen Cutler

Its:  

Managing Director

Acting severally on behalf of themselves and the several Underwriters named in Schedule I attached hereto

J.P. Morgan Securities Inc.
By  

/s/ Maria Sramek

Its:  

Executive Director

Acting severally on behalf of themselves and the several Underwriters named in Schedule I attached hereto

Accepted:
Kimberly-Clark Corporation
By:  

/s/ Jolene L. Varney

Name:   Jolene L. Varney
Title:   Vice President and Treasurer

 

 


SCHEDULE I

 

Underwriters

  

Principal Amount of

2010 Floating Rate Notes

to be Purchased

  

Principal Amount of

2017 Notes

to be Purchased

  

Principal Amount of

2037 Notes

to be Purchased

Citigroup Global Markets Inc.

   $ 56,700,000    $ 251,000,000    $ 184,000,000

Lehman Brothers Inc.

   $ 33,000,000    $ 150,000,000    $ 111,000,000

J.P. Morgan Securities Inc.

   $ 33,000,000    $ 150,000,000    $ 111,000,000

Goldman, Sachs & Co.

   $ 45,000,000    $ 95,000,000    $ 70,000,000

Morgan Stanley & Co. Incorporated

   $ 45,000,000    $ 95,000,000    $ 70,000,000

Barclays Capital Inc.

   $ 36,000,000    $ 76,000,000    $ 56,000,000

HSBC Securities (USA) Inc.

   $ 36,000,000    $ 76,000,000    $ 56,000,000

UBS Securities LLC

   $ 27,000,000    $ 57,000,000    $ 42,000,000

Merrill Lynch, Pierce, Fenner & Smith Incorporated

   $ 138,300,000    $ 0    $ 0

Total

   $ 450,000,000    $ 950,000,000    $ 700,000,000
                    

 


SCHEDULE I-A

Representatives

Citigroup Global Markets Inc.

Lehman Brothers Inc.

J.P. Morgan Securities Inc.

 


SCHEDULE II

 

Indenture:

   First Amended and Restated Indenture, dated as of March 1, 1988, between Kimberly-Clark Corporation (the “Company”) and The Bank of New York Trust Company, N.A., as successor Trustee (the “Trustee”), as supplemented and amended
Trustee:
   The Bank of New York Trust Company, N.A., as successor Trustee
Titles of Designated Securities:
  

2010 Floating Rate Notes: Floating Rate Notes due July 30, 2010

 

2017 Notes: 6.125% Notes due August 1, 2017

 

2037 Notes: 6.625% Notes due August 1, 2037

Aggregate Principal Amount:
  

2010 Floating Rate Notes: $450,000,000

 

2017 Notes: $950,000,000

 

2037 Notes: $700,000,000

Initial Offering Price to Public:
  

2010 Floating Rate Notes: 100% of the principal amount of the 2010 Floating Rate Notes, plus accrued interest, if any, from July 30, 2007

 

2017 Notes: 99.697% of the principal amount of the 2017 Notes, plus accrued interest, if any, from July 30, 2007

 

2037 Notes: 98.946% of the principal amount of the 2037 Notes, plus accrued interest, if any, from July 30, 2007

Purchase Price to Underwriters:
  

2010 Floating Rate Notes: 99.750% of the principal amount of the 2010 Floating Rate Notes, plus accrued interest, if any, from July 30, 2007

 

2017 Notes: 99.247% of the principal amount of the 2017 Notes, plus accrued interest, if any, from July 30, 2007

 

2037 Notes: 98.071% of the principal amount of the 2037 Notes, plus accrued interest, if any, from July 30, 2007

 


Preliminary Prospectus Supplement:
   Preliminary Prospectus Supplement dated July 25, 2007
Maturity:
  

2010 Floating Rate Notes: July 30, 2010

 

2017 Notes: August 1, 2017

 

2034 Notes: August 1, 2037

Interest Rate:
  

2010 Floating Rate Notes: 3-month LIBOR plus 0.10%

 

2017 Notes: 6.125% per annum

 

2037 Notes: 6.625% per annum

Redemption Provisions:
   As set forth in the Preliminary Prospectus Supplement dated July 25, 2007
Interest Payment Dates:
  

2010 Floating Rate Notes: January 31, April 30, July 31 and October 31, commencing October 31, 2007

 

2017 Notes: February 1 and August 1, commencing February 1, 2008

 

2037 Notes: February 1 and August 1, commencing February 1, 2008

Record Dates:
  

2010 Floating Rate Notes: January 15, April 15, July 15 and October 15

 

2017 Notes: January 15 and July 15

 

2037 Notes: January 15 and July 15

Sinking Fund Provisions:
   The Designated Securities shall not be entitled to any sinking fund
Date and Time of Delivery:
   July 30, 2007; 9:00 a.m., New York time

 


Closing Location:
  

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York

Funds for Payment of Purchase Price:
   Immediately Available Funds by Wire Transfer
Delayed Delivery:
   None
Name and Address for Purposes of Section 13:
  

c/o Citigroup Global Markets Inc.

388 Greenwich St.

New York, NY 10013

Other Terms:
   The provisions of Section 402 and Section 1006 of the Indenture, relating to defeasance and covenant defeasance, respectively, shall apply to the Designated Securities.

 


SCHEDULE III

Free Writing Prospectuses

 

   

Pricing term sheet, dated July 25, 2007, relating to the Designated Securities, as filed pursuant to Rule 433 under the Securities Act.

 


SCHEDULE IV

Kimberly-Clark Corporation

$450,000,000 Floating Rate Notes due July 30, 2010

$950,000,000 6.125% Notes due August 1, 2017

$700,000,000 6.625% Notes due August 1, 2037

PRICING TERM SHEET

Dated July 25, 2007

Floating Rate Notes due July 30, 2010

 

Issuer:    Kimberly-Clark Corporation
Security Type:    Senior Notes
Offering Format:    SEC Registered
Principal Amount:    $450,000,000
Maturity Date:    July 30, 2010
Reference Benchmark:    3-month LIBOR (Reuters LIBOR01)
Spread to Reference Benchmark:    10 bps
Interest Payment Dates:    Quarterly on the last day of January, April, July and October, commencing October 31, 2007
Price to Public:    100% of the principal amount
Redemption:    The notes will not be redeemable prior to maturity.
Change of Control:    Kimberly-Clark Corporation will be required to make an offer to repurchase the notes at a price of 101% of the principal amount plus accrued and unpaid interest upon a Change of Control Repurchase Event.
Expected Settlement Date:    July 30, 2007
CUSIP:    494368 BA0
Anticipated Ratings:   

A2 (Stable) by Moody’s Investors Service, Inc.

A+ (Negative Outlook) by Standard & Poor’s Ratings Services

A (Stable) by Fitch Ratings Ltd.

Joint Book-Running Managers:   

 

Citigroup Global Markets Inc.

Lehman Brothers Inc.

J.P. Morgan Securities Inc.

Co-Managers:   

Goldman, Sachs & Co.

Morgan Stanley & Co. Incorporated

Barclays Capital Inc.

HSBC Securities (USA) Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

UBS Securities LLC

 


6.125% Notes due August 1, 2017

 

Issuer:

   Kimberly-Clark Corporation
Security Type:    Senior Notes
Offering Format:    SEC Registered
Principal Amount:    $950,000,000
Maturity Date:    August 1, 2017
Coupon:    6.125%
Interest Payment Dates:    Semi-annually on the first day of February and August, commencing February 1, 2008
Price to Public:    99.697% of the principal amount
Benchmark Treasury:    4.500% due May 15, 2017
Benchmark Treasury Yield:    4.896%
Spread to Benchmark Treasury:    127 bps
Yield to Maturity:    6.166%
Optional Redemption:    The notes will be redeemable, at the option of Kimberly-Clark Corporation, at any time, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted, on a semi-annual basis, at the applicable treasury rate plus 25 basis points, plus, in each case, accrued interest to the date of redemption.
Change of Control:    Kimberly-Clark Corporation will be required to make an offer to repurchase the notes at a price of 101% of the principal amount plus accrued and unpaid interest upon a Change of Control Repurchase Event.
Expected Settlement Date:    July 30, 2007
CUSIP:    494368 BB8
Anticipated Ratings:   

A2 (Stable) by Moody’s Investors Service, Inc.

A+ (Negative Outlook) by Standard & Poor’s Ratings Services

A (Stable) by Fitch Ratings Ltd.

Joint Book-Running Managers:   

 

Citigroup Global Markets Inc.

Lehman Brothers Inc.

J.P. Morgan Securities Inc.

Co-Managers:   

Goldman, Sachs & Co.

Morgan Stanley & Co. Incorporated

Barclays Capital Inc.

HSBC Securities (USA) Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

UBS Securities LLC

 


6.625% Notes due August 1, 2037

 

Issuer:    Kimberly-Clark Corporation
Security Type:    Senior Notes
Offering Format:    SEC Registered
Principal Amount:    $700,000,000
Maturity Date:    August 1, 2037
Coupon:    6.625%
Interest Payment Dates:    Semi-annually on the first day of February and August, commencing February 1, 2008
Price to Public:    98.946% of the principal amount
Benchmark Treasury:    4.500% due February 15, 2036
Benchmark Treasury Yield:    5.037%
Spread to Benchmark Treasury:    167 bps
Yield to Maturity:    6.707%
Optional Redemption:    The notes will be redeemable, at the option of Kimberly-Clark Corporation, at any time, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted, on a semi-annual basis, at the applicable treasury rate plus 30 basis points, plus, in each case, accrued interest to the date of redemption.
Change of Control:    Kimberly-Clark Corporation will be required to make an offer to repurchase the notes at a price of 101% of the principal amount plus accrued and unpaid interest upon a Change of Control Repurchase Event.
Expected Settlement Date:    July 30, 2007
CUSIP:    494368 BC6
Anticipated Ratings:   

A2 (Stable) by Moody’s Investors Service, Inc.

A+ (Negative Outlook) by Standard & Poor’s Ratings Services

A (Stable) by Fitch Ratings Ltd.

Joint Book-Running Managers:   

 

Citigroup Global Markets Inc.

Lehman Brothers Inc.

J.P. Morgan Securities Inc.

Co-Managers:   

Goldman, Sachs & Co.

Morgan Stanley & Co. Incorporated

Barclays Capital Inc.

HSBC Securities (USA) Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

UBS Securities LLC

 

 


Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (No. 333-144828) (including a prospectus and a preliminary prospectus supplement) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read each of these documents and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.

You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll free at 1-877-858-5407, Lehman Brothers Inc. toll-free at 1-888-603-5847 or J.P. Morgan Securities Inc. collect at 1-212-834-4533.

 


SCHEDULE V

Forms of Comfort Letters

 


Kimberly-Clark Corporation

 


Debt Securities

Underwriting Agreement General Terms and Conditions

Dated July 25, 2007

Kimberly-Clark Corporation, a Delaware corporation (the “Company”), proposes to issue and sell from time to time certain of its debt securities (the “Securities”) registered under the Securities Act of 1933, as amended (the “Act”), as set forth in Section 2. The Securities are to be issued in one or more series under one or more indentures between the Company and such banking institutions, as trustees, as, in the case of any such indenture or any such trustee, is designated in Schedule II to the Underwriting Agreement (as defined below) relating to any such series (each indenture and trustee so designated with respect to any such series being hereinafter referred to as the “Indenture” and the “Trustee”, respectively).

From time to time, the Company may enter into one or more underwriting agreements that provide for the sale of the Securities specified in Schedule II to such underwriting agreement to the underwriter or several underwriters named to Schedule I to such underwriting agreement (the “Underwriters”). The general terms and conditions set forth herein may be incorporated by reference in any such underwriting agreement (an “Underwriting Agreement”). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as this Agreement.

1. The Company proposes to issue and sell the Securities in one or more series, which series may vary as to their terms (including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements), all of such terms for any particular series being determined at the time of sale. All or a portion of particular series of the Securities will be purchased by the Underwriters for resale upon terms of offering determined at the time of sale. The Securities so to be purchased in any such offering are hereinafter referred to as the “Designated Securities”, and any firm or firms named in Schedule I-A to the Underwriting Agreement as acting as representatives of such Underwriters are hereinafter referred to as the “Representatives”. If the firm or firms named in Schedule I-A to the Underwriting Agreement include only the firm or firms named in Schedule I to the Underwriting Agreement, the terms “Underwriters” and “Representatives” shall each be deemed to refer to such firm or firms. The term “Underwriters’ Securities” means Designated Securities other than Contract Securities. The term “Contract Securities” means Designated Securities, if any, to be purchased pursuant to Delayed Contracts (as defined in Section 3 hereof) below.

 


The obligations of the Underwriters under this Agreement are several and not joint.

2. The Company represents and warrants to, and agrees with, each of the Underwriters that:

(a) A registration statement in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) and has become effective under the Act, in the form heretofore delivered or hereafter to be delivered to the Representatives and, excluding exhibits to such registration statement, but including all documents incorporated by reference therein on or prior to the date of this Agreement, to the Representatives for each of the other Underwriters; such registration statement, including all exhibits thereto but excluding Form T-1, and the prospectus included in such registration statement, each as amended at the date of this Agreement, being hereinafter called the “Registration Statement” and the “Basic Prospectus”, respectively. As used in this Agreement, “Preliminary Prospectus”, if any, means the Basic Prospectus together with the Preliminary Prospectus Supplement, if any, referred to in Schedule II to the Underwriting Agreement. As used in this Agreement, “Prospectus” means the Basic Prospectus together with the final prospectus supplement specifically relating to the Designated Securities in the definitive form filed pursuant to Rule 424 under the Act after the date and time this Agreement is executed and delivered by the parties hereto. Any reference herein to the Basic Prospectus, and Preliminary Prospectus, if any, or the Prospectus shall be deemed to refer to and include the documents or portions thereof incorporated by reference therein pursuant to the applicable form under the Act; and any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents or portions thereof filed after the date of this Agreement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and so incorporated by reference.

(b) At or prior to the time when sales of the Designated Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus and each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule III to the Underwriting Agreement.

(c) The Registration Statement and the Prospectus conform, and any further amendments or supplements thereto, when they become effective or are filed with the Commission, will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 (the “Trust Indenture Act”) and the rules and regulations adopted by the Commission; the Registration Statement and the Basic Prospectus, on each effective date of the Registration

 


Statement (and any amendment thereto) did not contain and will not contain, and on the date of execution of this Agreement did not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus does not, and any amendments or supplements thereto, when they become effective or are filed with the Commission, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; the Time of Sale Information, at the Time of Sale did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties contained in this paragraph (c) shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives expressly for use therein.

(d) The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not made an offer to sell or solicitation of an offer to buy the Designated Securities pursuant to a “written communication” (as defined in Rule 405 under the Act) (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act, (ii) the Preliminary Prospectus, if any, (iii) the Prospectus, (iv) the documents listed on Schedule III to the Underwriting Agreement and (v) any electronic road show or other written communications, in each case approved in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Act (to the extent required thereby) and, when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated by reference and any prospectus supplement deemed to be a part thereof that has not been superseded or modified.

 


(e) The Company is a corporation validly existing and in good standing under the laws of the jurisdiction of its incorporation, with corporate power to own its properties and conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus.

(f) Deloitte & Touche LLP, who have audited certain financial statements of the Company and its subsidiaries, are independent public accountants with respect to the Company and its subsidiaries as required by the Act.

(g) The financial statements of the Company and its consolidated subsidiaries, together with related schedules and notes filed as a part of or incorporated by reference in the Registration Statement, Time of Sale Information or the Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and fairly present the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and changes in financial position for the periods specified, and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as disclosed in such financial statements.

(h) The Company has designed and maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act, “Reporting Controls”); and the Reporting Controls are (i) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and include, without limitation, those processes specifically referred to in Rule 13a-15(f) and (ii) effective to perform the functions for which they are maintained.

(i) The Company maintains systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(j) The Company and its directors or officers, in their capacities as such, have complied in all material respects with the provisions of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

 


(k) The Company is not an ineligible issuer and is a well-known seasoned issuer, in each case as defined under the Act, in each case at the times specified in the Act in connection with the offering of the Designated Securities.

(i) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Designated Securities.

3. Upon authorization by the Representatives of the release of the Underwriters’ Securities, the several Underwriters propose to offer the Underwriters’ Securities for sale upon the terms and condition


 
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