Item 8.01 Other Events.
On
The offering of the Notes was made pursuant to the Company's shelf registration
statement on Form S-3 (Registration No. 333-234311) filed with the
In connection with the offering of the Notes, the Company entered into an
Underwriting Agreement, dated
The Notes were issued under an Amended and Restated Indenture, dated as of
The Underwriting Agreement, the Indenture and the respective forms of global note for the offering are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
· should not in all instances be treated as categorical statements of fact, but
rather as a way of allocating the risk to one of the parties if those
statements prove to be inaccurate;
· may have been qualified by disclosures that were made to the other party in
connection with the negotiation of the applicable agreement, which disclosures
are not necessarily reflected in the agreement;
· may apply standards of materiality in a way that is different from what may be
viewed as material to you or other investors; and
· were made only as of the date of the applicable agreement or such other date or
dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual
state of affairs as of the date they were made or at any other time. Additional
information about the Company may be found elsewhere in this report and the
Company's other public filings, which are available without charge through the
Exhibit Underwriting Agreement, datedMarch 20, 2020 , between the Company 1.1 andBofA Securities, Inc. ,Citigroup Global Markets Inc. ,J.P. Morgan Securities LLC andWells Fargo Securities, LLC , as representatives of the several underwriters named therein. Exhibit Amended and Restated Indenture, dated as ofApril 26, 1988 , 4.1 between the Company andDeutsche Bank Trust Company Americas , as successor toBankers Trust Company , as trustee. Exhibit First Supplemental Indenture, dated as ofFebruary 24, 1992 , to 4.2 Amended and Restated Indenture, dated as ofApril 26, 1988 , between the Company andDeutsche Bank Trust Company Americas , as successor toBankers Trust Company , as trustee. Exhibit Second Supplemental Indenture, dated as ofNovember 1, 2007 , to 4.3 Amended and Restated Indenture, dated as ofApril 26, 1988 , as amended, between the Company andDeutsche Bank Trust Company Americas , as successor toBankers Trust Company , as trustee. Exhibit Form of Note for 2.950% Notes due 2025. 4.4 Exhibit Form of Note for 3.375% Notes due 2027. 4.5 Exhibit Form of Note for 3.450% Notes due 2030. 4.6 Exhibit Form of Note for 4.125% Notes due 2040. 4.7 Exhibit Form of Note for 4.200% Notes due 2050. 4.8 Exhibit Opinion ofSkadden, Arps, Slate, Meagher & Flom LLP . 5.1 Exhibit Consent ofSkadden, Arps, Slate, Meagher & Flom LLP - included as 23.1 part of Exhibit 5.1 hereto. Exhibit 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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