Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information regarding the Notes and the Indenture set forth in Item 8.01 is incorporated herein by reference.
Item 8.01. Other Events.
On
The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
On
The Notes are senior unsecured obligations of the Company and rank equally in
right of payment with all of the Company's other existing and future senior
unsecured and unsubordinated indebtedness. The Notes are effectively
subordinated in right of payment to all of the Company's existing and future
secured indebtedness and structurally subordinated to all existing and future
indebtedness of the Company's subsidiaries, including trade payables. The Notes
bear interest at the rate of 5.00% per annum. Interest on the Notes is payable
quarterly in arrears on
Prior to
On or after
The Indenture contains customary events of default and cure provisions. If an uncured default occurs and is continuing, the Trustee or the holders of at least 25% of the principal amount of the Notes may declare the entire amount of the Notes, together with accrued and unpaid interest, if any, to be immediately due and payable. In the case of an event of default involving the Company's bankruptcy, insolvency or reorganization, the principal of, and accrued and unpaid interest on, the principal amount of the Notes, together with accrued and unpaid interest, if any, will automatically, and without any declaration or other action on the part of the Trustee or the holders of the Notes, become due and payable.
The foregoing description of the Seventh Supplemental Indenture, and the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Seventh Supplemental Indenture, and the form of Note which is attached as an exhibit to the Seventh Supplemental Indenture. A copy of the Seventh Supplemental Indenture is filed hereto as Exhibit 4.8 and is incorporated herein by reference.
1
Attached as Exhibit 5.1 to this Current Report and incorporated herein by
reference is a copy of the opinion of
On
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as ofDecember 1, 2021 , by and among the Company andB. Riley Securities, Inc. , as representative of the several underwriters named therein. 4.1 Indenture, dated as ofMay 7, 2019 , by and between the Company and TheBank of New York Mellon Trust Company National Association , as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed onMay 7, 2019 ). 4.2 First Supplemental Indenture, dated as ofMay 7, 2019 , by and between the Company and TheBank of New York Mellon Trust Company National Association , as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed onMay 7, 2019 ). 4.3 Second Supplemental Indenture, dated as ofSeptember 23, 2019 , by and between the Company and TheBank of New York Mellon Trust Company National Association , as Trustee (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed onSeptember 23, 2019 ). 4.4 Third Supplemental Indenture, dated as ofFebruary 12, 2020 , by and between the Company and TheBank of New York Mellon Trust Company National Association , as Trustee (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed onFebruary 12, 2020 ). 4.5 Fourth Supplemental Indenture, dated as ofJanuary 25, 2021 , by and between the Company and TheBank of New York Mellon Trust Company National Association , as Trustee (incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed onJanuary 25, 2021 ). 4.6 Fifth Supplemental Indenture, dated as ofMarch 29, 2021 , by and between the Company and TheBank of New York Mellon Trust Company National Association , as Trustee (incorporated by reference to Exhibit 4.6 to the Company's Current Report on Form 8-K filed onMarch 29, 2021 ). 4.7 Sixth Supplemental Indenture, dated as ofAugust 6, 2021 , by and between the Company and TheBank of New York Mellon Trust Company National Association , as Trustee (incorporated by reference to Exhibit 4.7 to the Company's Current Report on Form 8-K filed onAugust 6, 2021 ). 4.8 Seventh Supplemental Indenture, dated as ofDecember 3, 2021 , by and between the Company and TheBank of New York Mellon Trust Company National Association , as Trustee. 4.9 Form of 5.00% Senior Note due 2026 (included in Exhibit 4.8). 5.1 Opinion ofThe NBD Group, Inc. 23.1 Consent ofThe NBD Group, Inc. to the filing of Exhibit 5.1 herewith (included in Exhibit 5.1). 99.1 Pricing Press Release, datedDecember 1, 2021 . 99.2 Closing Press Release, datedDecember 3, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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