Item 1.01. Entry into a Material Definitive Agreement.
4.375% Senior Unsecured Notes due 2028
General
On
Guarantees
The 2028 Notes will be guaranteed, jointly and severally, fully and unconditionally, on a senior unsecured basis, by the Company's existing and future domestic subsidiaries, other than certain excluded subsidiaries, to the extent that such entities guarantee indebtedness under the Company's senior secured term loan facility and senior secured revolving credit facility (together, the "Senior Secured Credit Facilities") or the Company's 4.625% Senior Unsecured Notes dues 2026 (the "2026 Notes") and any other subsidiary of the Company to the extent it incurs certain additional indebtedness (collectively, the "Guarantors").
Ranking
The 2028 Notes and the guarantees thereof are the Company's and the Guarantors' senior unsecured obligations, respectively, and will (i) rank equally in right of payment with all of the Company's and the Guarantors' existing and future senior indebtedness (including the 2026 Notes); (ii) rank senior to any subordinated indebtedness that the Company or the Guarantors may incur; (iii) be effectively subordinated to all of the Company's or the Guarantors' existing and future secured indebtedness (including its Senior Secured Credit Facilities), in each case, to the extent of the value of the assets securing such indebtedness; and (iv) be structurally subordinated in right of payment to all existing and future obligations of the Company's subsidiaries that do not guarantee the 2028 Notes.
Optional Redemption
At any time prior to
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Additionally, at any time prior to
On or after
Year Percentage 2023 102.188 % 2024 101.094 % 2025 and thereafter 100.000 %
Change of Control Repurchase Event
Upon the occurrence of certain change of control events accompanied by certain ratings events, the Company will be required to offer to repurchase all of the outstanding 2028 Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.
Certain Covenants
The 2028 Notes Indenture that governs the 2028 Notes contains covenants that, among other things, limit the Company's ability and/or the ability of the Company's subsidiaries to:
• incur liens; • engage in sale and leaseback transactions; and • consolidate, merge with or convey, transfer or lease all or substantially all of the Company's and its subsidiaries' assets to another person.
The 2028 Notes Indenture also, subject to certain exceptions, limits the ability of any non-Guarantor subsidiary of the Company to incur indebtedness.
These covenants are subject to a number of other limitations and exceptions as set forth in the 2028 Notes Indenture.
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Events of Default
The 2028 Notes Indenture provides for events of default which, if certain of them occur, would permit the 2028 Notes Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2028 Notes to declare the principal of, and interest or premium, if any, and any other monetary obligations on, all the then-outstanding 2028 Notes to be due and payable immediately.
The foregoing description of the 2028 Notes Indenture and the 2028 Notes is qualified in its entirety by reference to the complete terms and conditions of the 2028 Notes Indenture, a copy of which is filed herewith as Exhibit 4.1 and is 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 information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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