Item 1.01 Entry Into a Material Definitive Agreement.
Issuance of 2.650% Senior Secured Notes due 2030
On
The 2030 Notes were issued under an Indenture, dated as of
Indenture and the 2030 Notes
Guarantees. The Indenture, and the form of the 2030 Notes, which is attached as
an exhibit to the Indenture, provide, among other things, that the 2030 Notes
are guaranteed (the "Guarantees") on a senior secured basis by all of the
Company's existing and future direct and indirect subsidiaries (the "Subsidiary
Guarantors") that guarantee the Company's Credit Agreement, dated as of
Collateral. The 2030 Notes and the Guarantees are secured by first-priority
liens, subject to permitted liens, on certain of the Company's and the
Subsidiary Guarantors' assets now owned or acquired in the future by the Company
or the Subsidiary Guarantors (other than real property, accounts receivable sold
pursuant to the Company's Existing Receivables Facility (as defined in the
Indenture), and certain other excluded assets). The Company's obligations with
respect to the 2030 Notes, the obligations of the Subsidiary Guarantors under
the Guarantees, and the performance of all of the Company's and the Subsidiary
Guarantors' other obligations under the Indenture are secured equally and
ratably with the Company's and the Subsidiary Guarantors' obligations under the
Senior Credit Facility, the Company's outstanding 4.750% Senior Secured Notes
due 2022 (the "Existing 2022 Notes") (until such Existing 2022 Notes are
redeemed on
Ranking. The 2030 Notes and the Guarantees are the Company's and the Subsidiary Guarantors' senior secured obligations and (i) rank senior in right of payment to any of the Company's and the Subsidiary Guarantors' future subordinated indebtedness, (ii) rank equally in right of payment with all of the Company's and the Subsidiary Guarantors' existing and future senior indebtedness, (iii) rank equally with the Company's obligations under the Senior Credit Facility and the Existing 2026 Notes to the extent of the value of the collateral, (iv) rank effectively senior to the Company's and the Subsidiary Guarantors' existing and future unsecured debt to the extent of the value of the assets securing the 2030 Notes and the Guarantees, (v) effectively rank equal to all future debt that shares in the first-priority liens that secure the 2030 Notes and (vi) are structurally subordinated to obligations of the Company's non-guarantor subsidiaries.
Interest and Maturity. Interest on the 2030 Notes accrues from
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Certain Covenants. The terms of the Indenture, among other things, limit the Company's ability and the ability of its subsidiaries to consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, create mortgages on certain principal properties to secure debt and engage in certain sale and lease-back transactions.
Events of Default. The Indenture provide for customary events of default which
include (subject in certain cases to customary grace and cure periods), among
others: (i) failure to pay the principal or any premium on the 2030 Notes when
due; (ii) failure to pay any interest (or additional interest as required by the
Registration Rights Agreement as described below under the heading "Registration
Rights Agreement") on the 2030 Notes when due, and such default continues for a
period of 30 days; (iii) failure to perform, or the breach of, any of the
Company's other applicable covenants or warranties in the Indenture, and such
default continues for a period of 60 days after written notice by holders of at
least 10% in principal amount of the outstanding 2030 Notes; (iv) default under
any mortgage, indenture or instrument under which there is issued or by which
there is secured or evidenced any indebtedness for money borrowed by the Company
or any of its restricted subsidiaries (or the payment of which is guaranteed by
the Company or any of its restricted subsidiaries), subject to additional
conditions described in the Indenture; (v) failure by the Company or any
significant subsidiary or group of restricted subsidiaries that taken together
would constitute a significant subsidiary to pay final judgments aggregating in
excess of
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 response to Item 1.01 under the subheadings "Issuance of 2.650% Senior Secured Notes due 2030," and "Indenture and the 2030 Notes" is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit Description 4.1 Indenture, dated as ofSeptember 21, 2020 , by and among the Company, the Subsidiary Guarantors party thereto,MUFG Union Bank, N.A. , as trustee, andJPMorgan Chase Bank, N.A ., as collateral agent. 4.2 Additional Authorized Representative Joinder Agreement, dated as ofSeptember 21, 2020 , among the Company, the Subsidiary Guarantors party thereto,JPMorgan Chase Bank, N.A ., as collateral agent, the Authorized Representatives specified therein andMUFG Union Bank, N.A. , as trustee, as an Additional Authorized Representative. 10.1 Registration Rights Agreement, dated as ofSeptember 21, 2020 , by and among the Company, the Subsidiary Guarantors party thereto, andJ.P. Morgan Securities LLC ,BofA Securities, Inc. andGoldman Sachs & Co. LLC , as representatives of the several Initial Purchasers. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
By: /s/Steve Filton Name :Steve Filton Title: Executive Vice President and
Chief Financial Officer
Date:
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