Item 1.01. Entry into a Material Definitive Agreement
4.250% Senior Notes due 2032
On
The Company intends to use the net proceeds from the Notes Offering to repay indebtedness outstanding under its senior secured ABL facility (the "ABL Facility") and to pay related transaction fees and expenses.
The Notes were issued and sold in a private transaction exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), to persons reasonably believed to be "qualified institutional
buyers," as defined in and in accordance with Rule 144A under the Securities
Act, and to non-
Indenture
The Additional Notes were issued as additional notes under the Indenture, dated
as of
Interest and Maturity
The Notes bear interest at a rate of 4.250% and mature on
Guarantees
The Notes, subject to certain exceptions, are guaranteed, jointly and severally, on a senior unsecured basis, by each of the Company's
direct and indirect wholly owned subsidiaries that guarantee its obligations under the ABL Facility, the Company's 6.750% senior secured notes due 2027 (the "2027 Notes") and the Company's 5.000% senior notes due 2030 (the "2030 Notes"). Subject to certain exceptions, future subsidiaries that guarantee the ABL Facility, the 2027 Notes, the 2030 Notes or certain other indebtedness will also guarantee the Notes.
Ranking
The Notes constitute senior unsecured obligations of the Company and the Guarantors and rank pari passu in right of payment with all of the existing and future senior indebtedness of the Company, including indebtedness under the ABL Facility, the 2027 Notes and the 2030 Notes, effectively subordinated to all existing and future secured indebtedness of the Company and the Guarantors (including indebtedness under the ABL Facility and the 2027 Notes) to the extent of the value of the assets securing such indebtedness, senior to all of the future subordinated indebtedness of the Company and the Guarantors and structurally subordinated to any existing and future indebtedness and other liabilities, including preferred stock, of the Company's subsidiaries that do not guarantee the Notes.
Covenants
The Indenture contains restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional debt or issue preferred stock; create liens; create restrictions on the Company's subsidiaries' ability to make payments to the Company; pay dividends and make other distributions in respect of the Company's and its subsidiaries' capital stock; make certain investments or certain other restricted payments; guarantee indebtedness; designate unrestricted subsidiaries; sell certain kinds of assets; enter into certain types of transactions with affiliates; and effect mergers and consolidations.
Certain of these covenants will be suspended if the Notes are assigned an
investment grade rating by any two of
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Events of Default
The Indenture provides for events of default (subject in certain cases to customary grace and cure periods), which include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the Indenture, defaults in payment of certain other indebtedness and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee or the holders of at least 30% in principal amount of the outstanding Notes may declare the principal of and unpaid interest on all of the Notes to be due and payable immediately.
Redemption
At any time prior to
The foregoing summaries of the Base Indenture and the Notes are qualified in their entirety by reference to the actual Base Indenture and form of the Notes, which are incorporated herein by reference as Exhibits 4.1 and 4.2, respectively. The foregoing summary of the Second Supplemental Indenture is qualified in its entirety by reference to the actual Second Supplemental Indenture, which is attached hereto as Exhibit 4.3 and 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 under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure
On
The information in this Item 7.01 and Exhibit 99.1 attached hereto are being "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference into those filings of the Company that provide for the incorporation of all reports and documents filed by the Company under the Exchange Act.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are included as part of this report:
Exhibit Number Description 4.1* Indenture, dated as ofJuly 23, 2021 , among the Company, the guarantors named therein andWilmington Trust, National Association , as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company onJuly 23, 2021 ). 4.2* Form of 4.250% Senior Note due 2032 (included in Exhibit 4.1). 4.3 Second Supplemental Indenture, dated as ofJanuary 21, 2022 , among the Company, the guarantors named therein andWilmington Trust, National Association , as trustee. 99.1 Press release announcing the pricing of the notes offering, datedJanuary 19, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Incorporated by reference and not filed herewith
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