Item 8.01 Other Events.
On
Filed as Exhibit 1.1 to the Registration Statement was a form of Underwriting
Agreement for the issuance of debt securities. In connection with the issuance
of the Notes, the Company has executed an Underwriting Agreement and a Pricing
Agreement each dated as of
The form of Indenture for the Notes was filed as Exhibit 4.1 to the Registration Statement.
The Forty-Seventh Supplemental Indenture, relating to the Notes, dated as of
An opinion of
The Company expects to use the net proceeds of this offering to refinance debt
that matures in
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as ofJanuary 6, 2020 , among the Company,BofA Securities, Inc. ,Mizuho Securities USA LLC ,RBC Capital Markets, LLC ,Citigroup Global Markets Inc. ,Fifth Third Securities, Inc. ,MUFG Securities Americas Inc. ,BNY Mellon Capital Markets, LLC ,Goldman Sachs & Co. LLC ,PNC Capital Markets LLC ,Satander Investment Securities Inc. ,SunTrust Robinson Humphrey, Inc. ,U.S. Bancorp Investments, Inc. ,Wells Fargo Securities, LLC , andCastleOak Securities, L.P. 1.1.1 Pricing Agreement, dated as ofJanuary 6, 2020 , among the Company,BofA Securities, Inc. ,Mizuho Securities USA LLC ,RBC Capital Markets, LLC ,Citigroup Global Markets Inc. ,Fifth Third Securities, Inc. ,MUFG Securities Americas Inc. ,BNY Mellon Capital Markets, LLC ,Goldman Sachs & Co. LLC ,PNC Capital Markets LLC ,Satander Investment Securities Inc. ,SunTrust Robinson Humphrey, Inc. ,U.S. Bancorp Investments, Inc. ,Wells Fargo Securities, LLC , andCastleOak Securities, L.P. 4.3 Forty-Seventh Supplemental Indenture, relating to the 3.950% Senior Notes due 2050, dated as ofJanuary 13, 2020 , between the Company andU.S. Bank National Association (formerly known asFirstar Bank , National Association), as Trustee. 5.1 Opinion ofChristine S. Wheatley , Esq. 5.2 Opinion ofFreshfields Bruckhaus Deringer US LLP . 23.1 Consent ofChristine S. Wheatley , Esq., which is contained in her opinion filed as Exhibit 5.1. 23.2 Consent ofFreshfields Bruckhaus Deringer US LLP , which is contained in its opinion filed as Exhibit 5.2.
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