ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
The Notes are senior unsecured obligations of the Company, which rank equally
with all existing and future senior indebtedness of the Company, including the
Company's obligations under its senior unsecured credit facility, its commercial
paper program and its existing bonds, and senior to all future subordinated
indebtedness of the Company. The Notes will effectively rank junior to all of
the Company's secured indebtedness to the extent of the value of the assets
securing such indebtedness. The Notes will be structurally subordinated to all
existing and future liabilities and obligations of the Company's subsidiaries.
The Notes will bear interest at a rate of 5.000% per annum, with interest on the
Notes payable semi-annually on
The Indenture limits the ability of the Company and its subsidiaries to incur certain liens and merge with or into other companies, in each case subject to certain exceptions and qualifications set forth in the Indenture.
In the event of a Change of Control Triggering Event (as defined in the Indenture), holders of the Notes will have the right to require the Company to repurchase all or any part of the Notes at a purchase price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, to the date of such repurchase.
The Notes will mature on
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Eighth Supplemental Indenture) plus 25 basis points less (b) interest accrued on those Notes to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
If the Company elects to redeem the Notes on or after the Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
The above description of the Indenture does not purport to be a complete
statement of the parties' rights and obligations under the Indenture and is
qualified in its entirety by reference to the terms of the Base Indenture, a
copy of which was filed as Exhibit 4.1 to the Company's Current Report on Form
8-K filed on
ITEM 2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information in Item 1.01 is incorporated herein by reference.
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ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits Exhibit Index Exhibit No. Description 4.1 Eighth Supplemental Indenture datedJanuary 11, 2023 , between the Company andThe Bank of New York Mellon Trust Company, N.A. , as trustee, to the Indenture datedFebruary 11, 2019 , between the Company andThe Bank of New York Mellon Trust Company, N.A. , as trustee 5.1 Opinion ofCravath, Swaine & Moore LLP , relating to the Notes (including the consent required with respect thereto) 23.1 Consent ofCravath, Swaine & Moore LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
Cautionary Language Regarding Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are based on current expectations of management of the Company. Such statements include plans, projections and estimates regarding the use of proceeds from the Debt Offering. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.
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