Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 8.01 below with respect to the Underwriting Agreement (as defined below) is hereby incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 8.01 below with respect to the Notes and the Indenture (each as defined below) is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.
Item 8.01 Other Events.
On
On
The Notes bear interest at a rate of 4.800% per annum, payable semiannually in
arrears on
Upon the occurrence of certain change of control events with respect to the Notes as described in the Indenture, the Company will be required to offer to repurchase the Notes at a price equal to 101% of the aggregate principal amount thereof, plus any accrued and unpaid interest to the date of repurchase.
The Indenture contains covenants that limit, among other things, the ability of the Company and its subsidiaries to incur liens on certain properties to secure debt, to engage in sale and leaseback transactions and to transfer certain property, stock or debt of any restricted subsidiary to any unrestricted subsidiary (each as defined in the Indenture).
The Notes were offered and sold pursuant to the Company's automatic shelf
registration statement on Form S-3 (Registration No. 333-221305) under the
Securities Act of 1933, as amended, which was filed and became effective on
The above description of the Underwriting Agreement, the Base Indenture, the Eighth Supplemental Indenture and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the Base Indenture, the Eighth Supplemental Indenture and the form of Note, each of which is incorporated herein by reference and is attached to this Current Report on Form 8-K as Exhibit 1.1, 4.1, 4.2 and 4.3, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description Exhibit 1.1 Underwriting Agreement, datedMarch 20, 2020 , between the Company andCredit Suisse Securities (USA) LLC andJ.P. Morgan Securities LLC , as representatives of the several underwriters named therein. Exhibit 4.1 Indenture, datedJanuary 12, 2015 , between the Company andWells Fargo Bank, National Association, incorporated herein by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed onJanuary 15, 2015 . Exhibit 4.2 Eighth Supplemental Indenture, datedMarch 24, 2020 , between the Company andWells Fargo Bank, National Association . Exhibit 4.3 Form of Note (included in Exhibit 4.2). Exhibit 5.1 Opinion ofSkadden, Arps, Slate, Meagher & Flom LLP , datedMarch 24, 2020 . Exhibit 23.1 Consent ofSkadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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