Item 1.01. Entry into a Material Definitive Agreement.
On
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.
The Company maintains ordinary banking and commercial relationships with the Underwriter and its affiliates, for which they receive customary fees.
The offering is more fully described in the prospectus supplement, dated
The Senior Notes were issued pursuant to a Sixth Supplemental Indenture, dated
as of
The Senior Notes bear interest at the fixed rate of 3.000% per year and mature
on
The Indenture provides, among other things, that the Senior Notes will be senior unsecured obligations of the Company and rank equal in right of payment to all of the Company's existing and future unsecured debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the Senior Notes.
The Indenture imposes certain limitations on the ability of the Company and its restricted subsidiaries, as defined in the Indenture, to create or incur secured debt and to enter into sale and leaseback transactions. The Indenture also imposes certain limitations on the ability of the
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Company to merge or consolidate with or into any other person (other than a merger of a subsidiary into the Company) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of the property of the Company in any one transaction or series of related transactions.
The Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others: nonpayment of principal or interest, breach of covenants or other agreements in the Indenture, defaults in or failure to pay certain other indebtedness, and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee or the holders of at least 25% in principal amount of the then outstanding Senior Notes may declare the principal of and accrued interest and premium (if any) on all of the Senior Notes to be due and payable immediately.
The foregoing description of the terms of the Senior Notes does not purport to
be complete and is qualified in its entirety by reference to the Indenture,
which is filed as Exhibit 4.3 to the Company's Current Report on Form 8-K filed
with the Commission on
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
off-Balance Sheet Arrangement of the Registrant.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
1.1 Underwriting Agreement datedApril 30, 2020 amongNVR, Inc. andCredit Suisse Securities (USA) LLC , as underwriter 4.1 Sixth Supplemental Indenture datedMay 4, 2020 amongNVR, Inc. , andU.S. Bank Trust National Association 4.2 Form of Global Note (included in Exhibit 4.1) 5.1 Opinion ofHogan Lovells US LLP 23.1 Consent ofHogan Lovells US LLP (included in Exhibit 5.1) 104 Inline XBRL for the cover page of this Current Report on Form 8-K (embedded within the Inline XBRL document)
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