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
The offering was completed on
The Notes were issued pursuant to an Indenture (the "Base Indenture"), dated
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 andBofA Securities, Inc. ,Citigroup Global Markets Inc. andGoldman Sachs & Co. 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 , incorporated herein by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed onMarch 24, 2020 . Exhibit 4.3 Form of Note (included in Exhibit 4.2). Exhibit 5.1 Opinion ofSkadden, Arps, Slate, Meagher & Flom LLP , datedMarch 31, 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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