Item 1.01. Entry into a Material Definitive Agreement.
On
The relevant terms of the Notes are set forth in the Indenture, included as
Exhibit 4.1 of the Company's Current Report on Form 8-K, filed on
The 2029 Notes will pay interest at the rate of 4.050% per annum, the 2033 Notes
will pay interest at the rate of 4.200% per annum and the 2053 Notes will pay
interest at the rate of 4.875% per annum, which, in the case of the 2029 Notes,
shall be payable in cash semi-annually in arrears on
In the event of a change in control triggering event, as defined in the Officer's Certificate, the holders of the Notes may require the Company to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of Notes, plus accrued and unpaid interest, if any. The descriptions of the Indenture, the Officer's Certificate and the Notes in this report are summaries and are qualified in their entirety by the terms of the Indenture, the Officer's Certificate and the Notes, respectively.
The Notes will rank equal in right of payment to all of the Company's other existing and future senior unsecured indebtedness, senior in right of payment to all of the Company's existing and future subordinated indebtedness, effectively subordinated in right of payment to all of the Company's subsidiaries' obligations (including secured and unsecured obligations) and subordinated in right of payment to the Company's secured obligations, to the extent of the assets securing such obligations.
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Item 9.01. Financial Statements and Exhibits.
Exhibit No. Document Description 1.1 Underwriting Agreement, datedAugust 15, 2022 , by and among the Company andBofA Securities, Inc. ,Morgan Stanley & Co. LLC ,Credit Suisse Securities (USA) LLC andDeutsche Bank Securities Inc. , as representatives of the several underwriters named therein. 4.1 Indenture, dated as ofMay 22, 2014 , between the Company andThe Bank of New York Mellon Trust Company , N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed onMay 22, 2014 ). 4.2 Officer's Certificate of the Company, dated as ofAugust 18, 2022 , including forms of the Company's 4.050% Senior Notes due 2029, 4.200% Senior Notes due 2033 and 4.875% Senior Notes due 2053. 5.1 Opinion ofLatham & Watkins LLP , datedAugust 18, 2022 . 23.1 Consent ofLatham & Watkins LLP (included in Exhibit 5.1). 104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).
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