Item 8.01. Other Events.
The 2025 Notes will be sold to the public at a price equal to 99.930% of the
aggregate principal amount of the 2025 Notes. The net proceeds to the Company
from the sale of the 2025 Notes, after the underwriting discount, but before
transaction expenses allocable to the sale of the 2025 Notes, will be
The 2027 Notes will be sold to the public at a price equal to 99.784% of the
aggregate principal amount of the 2027 Notes. The net proceeds to the Company
from the sale of the 2027 Notes, after the underwriting discount, but before
transaction expenses allocable to the sale of the 2027 Notes, will be
The 2032 Notes will be sold to the public at a price equal to 99.692% of the
aggregate principal amount of the 2032 Notes. The net proceeds to the Company
from the sale of the 2032 Notes, after the underwriting discount, but before
transaction expenses allocable to the sale of the 2032 Notes, will be
The 2052 Notes will be sold to the public at a price equal to 99.951% of the
aggregate principal amount of the 2052 Notes. The net proceeds to the Company
from the sale of the 2052 Notes, after the underwriting discount, but before
transaction expenses allocable to the sale of the 2052 Notes, will be
The Notes will be sold to the public at an aggregate price of
The 2025 Notes will constitute part of the Company's newly created series of 3.900% Notes Due 2025 (the "2025 Series"), the 2027 Notes will constitute part of the Company's newly created series of 3.950% Notes Due 2027 (the "2027 Series"), the 2032 Notes will constitute part of the Company's newly created series of 4.150% Notes Due 2032 (the "2032 Series") and the 2052 Notes will constitute part of the Company's newly created series of 4.500% Notes Due 2052 (the "2052 Series" and, together with the 2025 Series, the 2027 Series and the 2032 Series, the "New Series"). The Notes of each of the New Series will be senior, unsecured debt securities of the Company, and the Notes of each New Series will rank equally with each other and with all of the other senior, unsecured debt obligations of the Company.
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The New Series were created and established, and the terms and conditions of
each New Series were established, by action of the Company and an authorized
officer of the Company pursuant to, and in accordance with, the terms of the
Indenture, dated as of
The material terms of the Notes are described in the Company's prospectus
supplement dated
The Notes of each New Series will be initially issued and delivered in
book-entry form only and will be represented by one or more global notes, which
will be in definitive, fully registered form without interest coupons. The 2025
Notes will be represented by four global notes, three of which will be in the
principal amount of
Filed as exhibits to this Current Report on Form 8-K are: (i) the Pricing
Agreement; (ii) the Underwriting Agreement; (iii) the Series Terms Certificate
Pursuant to the Indenture Relating to 3.900% Notes Due 2025, which was executed
in accordance with the Indenture and which evidences the establishment of the
terms and conditions of the 2025 Series in accordance with the Indenture;
(iv) the Series Terms Certificate pursuant to the Indenture relating to 3.950%
Notes Due 2027, which was executed in accordance with the Indenture and which
evidences the establishment of the terms and conditions of the 2027 Series in
accordance with the Indenture; (v) the Series Terms Certificate pursuant to the
Indenture relating to 4.150% Notes Due 2032, which was executed in accordance
with the Indenture and which evidences the establishment of the terms and
conditions of the 2032 Series in accordance with the Indenture; (vi) the Series
Terms Certificate pursuant to the Indenture relating to 4.500% Notes Due 2052,
which was executed in accordance with the Indenture and which evidences the
establishment of the terms and conditions of the 2052 Series in accordance with
the Indenture; (vii) the form of 2025 Global Note; (viii) the form of 2027
Global Note; (ix) the form of 2032 Global Note; (x) the form of 2052 Global
Note; and (xi) the opinion of
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regarding the legality of the issuance and sale of the Notes. The descriptions of such exhibits in this Current Report on Form 8-K are qualified in their entirety by reference to the full copies of such exhibits filed hereto, which are incorporated herein by reference.
The Company is offering and selling the Notes under the Company's Registration Statement on Form S-3ASR (File No. 333-251124) (the "Registration Statement"), which registration statement relates to the offer and sale on a delayed basis from time to time of an indeterminate amount of the Company's debt securities. This Current Report on Form 8-K is being filed in connection with the offer and sale of the Notes as described herein and to file with the Commission, in connection with the Registration Statement, the documents and instruments attached hereto as exhibits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following documents are filed as exhibits to this Current Report on Form 8-K: 1.1 Pricing Agreement, datedSeptember 6, 2022 , between the Company and the Underwriters party thereto, together with the Underwriting Agreement, datedSeptember 6, 2022 , between the Company and the Underwriters party thereto 4.1 Series Terms Certificate Pursuant to the Indenture Relating to 3.900% Notes Due 2025 of the Company 4.2 Series Terms Certificate Pursuant to the Indenture Relating to 3.950% Notes Due 2027 of the Company 4.3 Series Terms Certificate Pursuant to the Indenture Relating to 4.150% Notes Due 2032 of the Company 4.4 Series Terms Certificate Pursuant to the Indenture Relating to 4.500% Notes Due 2052 of the Company 4.5 Form of Global Note to represent the 3.900% Notes Due 2025 of the Company 4.6 Form of Global Note to represent the 3.950% Notes Due 2027 of the Company 4.7 Form of Global Note to represent the 4.150% Notes Due 2032 of the Company 4.8 Form of Global Note to represent the 4.500% Notes Due 2052 of the Company 5.1 Legality Opinion ofHunton Andrews Kurth LLP , counsel to the Company, datedSeptember 9, 2022 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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