Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
The Notes were issued pursuant to an indenture, dated as of
The Notes may be redeemed in whole at any time or in part from time to time, at the Registrant's option, as described below.
If the Notes are redeemed prior to the date that is three months prior to the maturity date for the Notes, the redemption price for the Notes to be redeemed will be equal to the greater of (1) 100% of their principal amount or (2) the sum of the present value of the remaining scheduled payments of principal and interest on the Notes to be redeemed to and including the date that is three months prior to the maturity date of the Notes (exclusive of interest accrued to, but not including, the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a specified rate, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date.
If the Notes are redeemed on or after the date that is three months prior to the maturity date for the Notes, the redemption price for the Notes to be redeemed will equal 100% of the principal amount of such Notes, plus accrued and unpaid interest to, but not including, the redemption date.
The Tenth Supplemental Indenture is filed herewith as Exhibit 4.1. The description of the Tenth Supplemental Indenture contained herein is qualified by reference thereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit Number Description 1.1 Underwriting Agreement, datedJanuary 26, 2023 among the Registrant andCitigroup Global Markets Inc. ,Goldman Sachs & Co. LLC andU.S. Bancorp Investments, Inc. is incorporated by reference to Exhibit 1.1 of the Registrant's Current Report on Form 8-K filed onJanuary 27, 2023 . 4.1 Tenth Supplemental Indenture, dated as ofFebruary 2, 2023 , between theRegistrant andU.S. Bank Trust Company, National Association (as successor toU.S. Bank National Association ), as trustee. 5.1 Opinion Letter ofChristine R. Hardy , Deputy General Counsel - Corporate & Data Privacy Officer of the Registrant regarding the validity of the Notes. 5.2 Opinion Letter ofSkadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes. 23.1 Consent ofChristine R. Hardy (included in Exhibit 5.1). 23.2 Consent ofSkadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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