Item 1.01 Entry into a Material Definitive Agreement.
3.875% Senior Secured Notes due 2028 4.875% Senior Notes due 2029
On
The Notes are being issued in connection with the Company's proposed acquisition
(the "Acquisition") of
Upon the satisfaction of the Escrow Release Conditions, the net proceeds of the Offering will be released from the escrow accounts (the "Escrow Release Date") and used to fund a portion of the purchase price of the Acquisition.
Interest; Maturity
Interest on the Secured Notes will accrue at a rate of 3.875% per year, payable
semi-annually in cash in arrears on
Interest on the Unsecured Notes will accrue at a rate of 4.875% per year,
payable semi-annually in cash in arrears on
Guarantees; Ranking; Security
Prior to the closing of the Acquisition and the Escrow Release Date, the Notes will not be guaranteed, but will be the Issuer's senior secured obligations, secured by a first-priority security interest in the applicable escrow account and all deposits and investment property therein.
From and after the Escrow Release Date, the Notes of each series will be
guaranteed by the Company's indirect wholly-owned subsidiary
From and after the Escrow Release Date, the Secured Notes will be the Issuer's
and the Guarantors' senior (and, following the grant of security interests,
secured) obligations, and the Secured Notes and the related guarantees will rank
equally in right of payment with all of the Issuer's and Guarantors' existing
and future senior indebtedness, effectively pari passu in right of priority as
to the collateral that secures the Secured Notes with respect to any other
first-priority lien obligations of the Issuer and the Guarantors, and
effectively senior to all existing and future indebtedness of the Issuer that is
not secured by a lien on such collateral (including the Unsecured Notes), to the
extent of the value of such collateral. After the Escrow Release Date and the
grant of security interests, the Secured Notes will, subject to permitted liens
and other exceptions, be secured by liens on a first-priority basis on
substantially all of the Issuer's and the Guarantors' tangible and intangible
assets, then owned or thereafter acquired, that secure borrowings under that
certain Credit Agreement entered into on
From and after the Escrow Release Date, the Unsecured Notes will be the Issuer's and the Guarantors' senior unsecured obligations, and the Unsecured Notes and the related guarantees will rank equally in right of payment with all of the Issuer's and Guarantors' existing and future senior indebtedness, effectively subordinated to any of the Issuer's and the Guarantors' existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness.
Optional Redemption
The Notes will be redeemable on or after
Change of Control
If
Covenants; Events of Default
Following the Escrow Release Date, each Indenture will limit, among other
things, the ability of
• incur additional indebtedness;
• pay dividends on, redeem or repurchase capital stock;
• make certain restricted payments and investments;
• create certain liens;
• impose restrictions on the ability of subsidiaries to pay dividends or other
payments to
• transfer, lease or sell certain assets;
• merge or consolidate with other entities;
• enter into certain transactions with affiliates;
• designate restricted and unrestricted subsidiaries; and
• provide guarantees of other debt.
Each Indenture will also limit the ability of Holdings to conduct certain activities. Each of the covenants is subject to certain exceptions and qualifications as set forth in the applicable Indenture. In addition, if and for so long as the applicable Notes have an investment grade rating from Moody's and S&P, and no default exists under the Indenture governing such series of Notes, the Issuer and the Guarantors will not be subject to certain of the covenants listed above under the Indenture governing such series of Notes.
Each Indenture also contains customary provisions for events of default, including, among others, for failure to pay principal or interest when due and payable; failure to comply with covenants or agreements in the applicable Indenture or Notes and failure to cure or obtain a waiver of such default upon notice; a default under certain other indebtedness, the maturity of which has been accelerated; and certain events of bankruptcy, insolvency or reorganization. In the case of an event of default, the principal amount of the Notes plus accrued and unpaid interest may be accelerated.
Indentures and Notes
The description of the Notes and the Indentures in this Current Report on Form 8-K (this "Current Report") are summaries, and are qualified in their entirety by reference to the complete terms of the Indentures and the forms of Notes included therein. The Indentures and the forms of Notes are filed hereto as . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 4.1 Indenture, datedJune 24, 2021 , between the Issuer andWilmington Trust, National Association , as trustee and collateral agent, relating to the Issuer's 3.875% senior secured notes due 2028. 4.2 Indenture, datedJune 24, 2021 , between the Issuer andWilmington Trust, National Association , as trustee, relating to the Issuer's 4.875% senior notes due 2029. 4.3 Form of 3.875% senior secured note due 2028 (included in Exhibit 4.1). 4.4 Form of 4.875% senior note due 2029 (included in Exhibit 4.2). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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