Item 1.01. Entry into a Material Definitive Agreement.
Indenture
On
The Notes were issued pursuant to an indenture, dated as of
The Company may redeem some or all of the Notes at any time prior to
If the Company sells certain of its assets or experiences specific kinds of changes of control, the Company must offer to repurchase the Notes at a repurchase price equal to (1) par plus any accrued and unpaid interest in the case of an asset sale or (2) 101% of the aggregate principal amount thereof plus any accrued and unpaid interest in the case of a change of control.
The Indenture also contains customary events of default, including (1) failure to make required payments, (2) failure to comply with certain covenants, (3) failure to pay certain other indebtedness, (4) certain events of bankruptcy and insolvency, and (5) failure to pay certain judgments. An event of default under the Indenture allows either the Trustee or the holders of at least 25% in aggregate principal amount of the Notes, as applicable, issued under such Indenture to accelerate the amounts due under the Notes, or in the case of a bankruptcy or insolvency, will automatically cause the acceleration of the amounts due under the Notes.
The Notes have not been registered under the Securities Act of 1933, as amended
(the "Securities Act") or the securities laws of any other jurisdiction. The
Notes were sold to persons reasonably believed to be qualified institutional
buyers pursuant to Rule 144A and outside
This Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to purchase any securities.
Amendment to the Credit Agreement
On
The Base Indenture, the form of Note, the Supplemental Indenture and the Amendment are filed as Exhibits 4.1, 4.2, 4.3 and 4.4 to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the material terms of the Indenture, the Notes and the Amendment are qualified in their entirety by reference to such exhibits.
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 above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Indenture, dated as ofNovember 24, 2020 , between the Company andWells Fargo Bank, National Association , as trustee 4.2 Form of 3.625% senior note due 2029 (included in Exhibit 4.1) 4.3 First Supplemental Indenture, dated as ofNovember 24, 2020 , between the Company, the subsidiary guarantors named on the signature pages thereto andWells Fargo Bank, National Association , as trustee 4.4 Amendment No. 4, dated as ofNovember 24, 2020 , to that certain Credit Agreement, dated as ofAugust 1, 2017 (as amended by Amendment No. 1, dated as ofMay 4, 2018 , Amendment No. 2, dated as ofMarch 26, 2019 and Amendment No. 3, dated as ofApril 7, 2020 , and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement"), by and among the Borrowers, the Lenders from time to time party thereto, andJPMorgan Chase Bank, N.A ., as administrative agent and collateral agent for the Lenders 99.1 Press Release issued onNovember 24, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source