Item 3.03 Material Modification to Rights of Security Holders
In connection with the Preferred Issuance, CSC filed a Certificate of
Designations (the "Certificate of Designations") with the Secretary of State of
the
Under the terms of the Series I Preferred Stock, the ability of CSC to pay dividends on, make distributions with respect to, or to repurchase, redeem or acquire its common stock, nonvoting common stock or any preferred stock ranking on parity with or junior to the Series I Preferred Stock, is subject to restrictions in the event that CSC does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series I Preferred Stock for the immediately preceding dividend period.
The terms of the Series I Preferred Stock are more fully described in the Certificate of Designations which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The Certificate of Designations became effective upon filing with the Secretary
of State of the
Item 8.01 Other Events Preferred Issuance:
On
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The Preferred Underwriting Agreement contains customary representations, warranties and agreements of CSC, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Preferred Underwriting Agreement, CSC agreed to indemnify the Preferred Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Preferred Underwriters may be required to make in respect of these liabilities.
The offering was made pursuant to the prospectus supplement dated
Copies of (a) the Preferred Underwriting Agreement, (b) the Certificate of
Designations to which the Form of Certificate Representing the Series I
Preferred Stock is attached as Exhibit A, (c) the Deposit Agreement, dated
Debt Issuance:
The Notes in the Debt Issuance were issued under a Senior Indenture, dated as of
On
The Debt Underwriting Agreement contains customary representations, warranties and agreements of CSC, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Debt Underwriting Agreement, CSC agreed to indemnify the Debt Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Debt Underwriters may be required to make in respect of these liabilities.
Copies of (a) the Debt Underwriting Agreement, (b) the Sixteenth Supplemental Indenture, (c) the form of floating rate Senior Notes due 2024, (d) the form of 0.750% Senior Notes due 2024, (e) the form of 2.000% Senior Notes due 2028, and (f) a validity opinion with respect to the Notes are attached as Exhibits 1.2, 4.58, 4.59, 4.60, 4.61 and 5.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into the Registration Statement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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1.1 Underwriting Agreement, datedMarch 15, 2021 , by and among CSC andBofA Securities, Inc. ,Citigroup Global Markets Inc. ,Credit Suisse Securities (USA) LLC ,Goldman Sachs & Co. LLC andJ.P. Morgan Securities LLC , as the representatives of the several underwriters named therein. 1.2 Underwriting Agreement, datedMarch 16, 2021 , by and among CSC andBofA Securities, Inc. ,Citigroup Global Markets Inc. ,Credit Suisse Securities (USA) LLC ,J.P. Morgan Securities LLC andMorgan Stanley & Co. LLC , as the representatives of the several underwriters named therein. 3.1 Certificate of Designations of 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I, datedMarch 17, 2021 , of CSC (including the form of 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I Certificate of CSC attached as Exhibit A thereto). 4.1 Deposit Agreement, datedMarch 18, 2021 , betweenCSC andEquiniti Trust Company , as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto). 4.58 Sixteenth Supplemental Indenture, dated as ofMarch 18, 2021 , by and betweenCSC and The Bank of New York Mellon Trust Company, N.A. , as Trustee. 4.59 Form of Floating Rate Senior Notes due 2024 (included in Exhibit 4.58). 4.60 Form of 0.750% Senior Notes due 2024 (included in Exhibit 4.58). 4.61 Form of 2.000% Senior Notes due 2028 (included in Exhibit 4.58). 5.1 Opinion ofArnold & Porter Kaye Scholer LLP , datedMarch 18, 2021 . 5.2 Opinion ofArnold & Porter Kaye Scholer LLP , datedMarch 18, 2021 . 23.1 Consent ofArnold & Porter Kaye Scholer LLP , datedMarch 18, 2021 (included in Exhibit 5.1). 23.2 Consent ofArnold & Porter Kaye Scholer LLP , datedMarch 18, 2021 (included in Exhibit 5.2). 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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