Item 8.01 Other Events.
As previously disclosed, on
Repurchase of 2027 Notes
On
This report is neither an offer to purchase nor a solicitation of an offer to sell the 2027 Notes. The Repurchase Offer is being made only pursuant to, and upon the terms and conditions set forth in, the Offer to Purchase.
Redemptions of 2026 Notes and 2030 Notes
In connection with the Merger, the Company expects to issue notices of conditional redemption providing for the redemption of all of its outstanding 1.250% Senior Notes due 2026 (the "2026 Notes") and 3.300% Senior Notes due 2030 (the "2030 Notes") at a redemption price equal to 100% of the principal amount of the 2026 Notes or the 2030 Notes, as applicable, plus a make-whole premium, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Any redemption of the 2026 Notes and the 2030 Notes, as applicable, will be conditioned upon the consummation of the Merger. Any redemption of the 2026 Notes or the 2030 Notes will be made solely pursuant to redemption notices delivered pursuant to the Base Indenture and applicable supplemental indentures governing the 2026 Notes and the 2030 Notes, and nothing contained in this report constitutes a notice of redemption of the 2026 Notes or the 2030 Notes.
Safe Harbor for Forward-Looking Statements
Certain statements contained in this report may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words "predicts," "plans," "expects," "anticipates," "believes," "goal," "target," "estimate," "potential," "may," "might," "could," "see," "seek," "forecast," and similar words. Forward-looking statements are based on the Company's current plans and expectations and involve risks and uncertainties which are, in many instances, beyond the Company's control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include, among others: (i) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (ii) the failure to satisfy any of the remaining conditions to the completion of the proposed Merger; (iii) any difficulties of Vista or Elliott in financing the Merger as a result of uncertainty or adverse developments in
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the debt or equity capital markets or otherwise; (iv) the effect of the
announcement of the proposed Merger on the ability of the Company to retain and
hire key personnel and maintain relationships with its key business partners and
customers, and others with whom it does business, or on its operating results
and businesses generally; (v) the response of competitors to the proposed
Merger; (vi) risks associated with the disruption of management's attention from
ongoing business operations due to the proposed Merger; (vii) the ability to
meet expectations regarding the timing and completion of the proposed Merger;
(viii) significant costs associated with the proposed Merger; (ix) potential
litigation relating to the proposed Merger; (x) restrictions during the pendency
of the proposed Merger that may impact the Company's ability to pursue certain
business opportunities; and (xi) the other risks, uncertainties and factors
detailed in the Company's filings with the
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