Item 1.01. Entry into a Material Definitive Agreement.
Offering of the Notes
On
Indenture
The Notes were issued pursuant to an indenture, dated
The Original Indenture was included as Exhibit 4.3 to the Company's Registration
Statement on Form S-1 (No. 333-161068), filed on
Terms of the Notes
Interest and Maturity. The Notes will bear interest at a floating rate equal to
three-month LIBOR plus 3.000% per annum, which will be payable quarterly in
arrears on
Redemption. The Notes will not be redeemable at the Company's option before
Change of Control. In the event of a Change of Control Triggering Event (as defined in the Indenture), the holders of the Notes may require the Company to purchase for cash all or a portion of the holders' Notes at a purchase price equal to 101% of the principal amount of the Notes purchased plus accrued and unpaid interest, if any.
Covenants. The Indenture does not limit the ability of the Company or its subsidiaries to issue or incur other debt or issue preferred stock. Subject to certain important exceptions, the Indenture contains covenants that, among other things, limit the Company's ability and the ability of certain of the Company's subsidiaries to create liens on principal property, enter into sale and leaseback transactions with respect to principal property and enter into mergers or consolidations or transfer all or substantially all of the Company's assets.
Ranking. The Notes rank equal in right of payment with all of the Company's other existing and future unsecured unsubordinated indebtedness, senior in right of payment to all of the Company's future subordinated indebtedness and effectively subordinated in right of payment to all of the Company's existing and future secured obligations to the extent of the value of the assets securing such obligations. The Notes are not obligations of, nor are they guaranteed by, any of the Company's subsidiaries. As a result, the Notes are structurally subordinated to all of the existing and future liabilities (including trade payables) of each of the Company's subsidiaries.
The descriptions of the Indenture and the Notes herein are summaries and are qualified in their entirety by the terms of the Indenture and the Notes.
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Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as set forth by specific reference in such filing.
Item 8.01. Other Events. Underwriting Agreement
The Notes were sold pursuant to an Underwriting Agreement, dated
The Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The Underwriting Agreement is also filed with reference to, and is hereby incorporated by reference in, the Registration Statement.
Legal Opinion Letter
In connection with the Offering, a legal opinion letter of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Document Description 1.1 Underwriting Agreement, datedAugust 26, 2020 , between the Company andDeutsche Bank Securities Inc. , as representative of the several underwriters named therein. 4.1 Ninth Supplemental Indenture, datedSeptember 1, 2020 , between the Company and Wells Fargo, National Association, as trustee. 4.2 Form of Floating Rate Senior Note due 2022 (included in Exhibit 4.1). 5.1 Opinion ofLatham & Watkins LLP , datedSeptember 1, 2020 . 23.1 Consent ofLatham & Watkins LLP (included in Exhibit 5.1). 99.1 Press release of the Company, datedAugust 26, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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