Item 8.01 Other Events.
On
The Notes were issued under the Indenture, dated as of
The foregoing summary of the terms of the Underwriting Agreement and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of (i) the Underwriting Agreement, (ii) the Indenture, and (iii) the form of Notes, which are exhibits to this Current Report on Form 8-K.
The Company intends to use the net proceeds of the Offering for general corporate purposes, which may include securities repurchase programs, dividend payments, capital expenditures, working capital, repayment or reduction of long-term and short-term debt, redemption of outstanding long-term debt, short-term debt and preferred equity securities, and the financing of acquisitions. The Company has not identified the amounts it will spend on any specific purpose.
This Current Report on Form 8-K is being filed, in part, for the purpose of filing the documents attached as exhibits hereto as exhibits to the Registration Statement in connection with the issuance of the Notes in the Offering, and such exhibits are hereby incorporated by reference into the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, dated as ofMay 18, 2022 , between the Company,BofA Securities, Inc. ,Goldman Sachs & Co. LLC ,J.P. Morgan Securities LLC ,Morgan Stanley & Co. LLC andCitizens Capital Markets, Inc. 4.1 Base Indenture, dated as ofSeptember 28, 2012 , between the Company andThe Bank of New York Mellon (incorporated herein by reference to Exhibit 4.2 of Amendment No. 1 to Registration Statement on Form S-1, filedJuly 28, 2015 ). 4.2 Fifteenth Supplemental Indenture, dated as ofMay 23, 2022 , between the Company andThe Bank of New York Mellon
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4.3 Form of 5.641% Fixed-Reset Subordinated Note dueMay 21, 2037 (included in Exhibit 4.2) 5.1 Opinion ofSullivan & Cromwell LLP 23.1 Consent ofSullivan & Cromwell LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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