Item 1.01 Entry into a Material Definitive Agreement.
On
The terms of the Notes will be governed by an indenture, dated as of
The Company may redeem some or all of the Notes at any time and from time to time prior to their maturity at the redemption prices described in the prospectus supplement. Upon the occurrence of a "Change of Control Triggering Event," as defined in the Third Supplemental Indenture, the Company will be required to offer to repurchase the Notes at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.
The Indenture contains customary events of default, including failure to make required payments of principal and interest, certain events of bankruptcy and insolvency and default in the performance or breach of any covenant or warranty contained in the Indenture or the Notes.
The Notes will mature on
The Notes will be senior unsecured obligations of the Company and rank equally in right of payment with all of its other senior unsecured debt, are effectively junior to any of the Company's secured debt to the extent of the value of collateral securing such debt, and are effectively junior to all existing and future secured and unsecured debt of the Company's subsidiaries.
The underwriters and their affiliates have provided, are currently providing and in the future may continue to provide investment banking, commercial banking and other financial services, including the provision of credit facilities, to the Company in the ordinary course of business for which they have received and will receive customary compensation.
The foregoing description of the Indenture is qualified in its entirety by reference to the full text of the Base Indenture and the Third Supplemental Indenture, copies of which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The description contained under Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.
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Item 8.01 Other Events.
In connection with the offering of the Notes, the following exhibits are filed
with this Current Report on Form 8-K and are incorporated by reference herein:
(i) the Underwriting Agreement, (ii) the Base Indenture, (iii) the Third
Supplemental Indenture and (iv) an opinion of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, datedOctober 7, 2020 , by and among the Company andBofA Securities, Inc. , Goldman Sachs & Co.LLC, J.P. Morgan Securities LLC andMizuho Securities USA LLC , acting as representatives of the several underwriters named therein. 4.1 Indenture, datedOctober 12, 2017 , by and between the Company andWells Fargo Bank, National Association , as Trustee (incorporated herein by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with theSEC onOctober 12, 2017 ). 4.2 Third Supplemental Indenture, datedOctober 16, 2020 , by and between the Company andWells Fargo Bank, National Association as Trustee (including Form of Note). 5.1 Opinion ofJones Day . 23.1 Consent ofJones Day (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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