Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01 (including the exhibit) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
Item 8.01 Other Events. Purchase Agreement
On
The Notes were issued and sold to the Initial Purchasers pursuant to an
exemption from the registration requirements of the Securities Act, pursuant to
Section 4(a)(2) thereunder. The Initial Purchasers intend to resell the Notes
only to persons reasonably believed to be qualified institutional buyers in
accordance with Rule 144A under the Securities Act and to certain persons
outside
The Purchase Agreement contains customary representations, warranties and agreements by the Issuer and the Guarantors and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Issuer and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Initial Purchasers may be required to make because of any of those liabilities. Furthermore, the Issuer and the Guarantors have agreed with the Initial Purchasers not to offer or sell any debt securities issued or guaranteed by the Issuer or the Guarantors having more than one year until maturity for a period of 60 days after the date of the Purchase Agreement without the prior written consent of the Representative.
Certain of the Initial Purchasers and/or their respective affiliates have, from
time to time, performed, and may in the future perform, various financial
advisory, commercial banking and investment banking services for the Issuer, for
which they received or will receive customary fees and expenses. For example,
certain of the Initial Purchasers and/or their affiliates are lenders under the
Issuer's revolving credit facility. In particular, an affiliate of
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description 99.1 Press Release, datedJanuary 25, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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