Item 1.01. Entry into a Material Definitive Agreement.
The information provided in Item 2.03 below is hereby incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of the Registrant.
On
The Notes will mature on
If the Issuer or the Company experiences a change of control repurchase event, the Issuer may be required to offer to purchase the Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The Notes are senior obligations of the Issuer. The Notes will be
unconditionally guaranteed on a senior basis by the Company and, subject to
applicable law and exceptions, certain of the Company's current and future
subsidiaries organized under the laws of
The Issuer and the guarantors of the Notes have agreed to file a registration
statement with the
The Notes will be sold in a private placement and resold by the initial
purchasers to persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A of the Securities Act of 1933, as amended (the "Securities
Act"), and to non-
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, all other information in this Form 8-K
consists of forward-looking statements. These forward-looking statements involve
a number of risks, uncertainties and other factors, which may cause the actual
results to be materially different from those expressed or implied in the
forward-looking statements. Other important factors are discussed under the
caption "Forward Looking Statements" in the Company's Form 10-K Annual Report
for the year ended
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits: Exhibit Description Exhibit 10.1 Purchase Agreement, dated as ofMarch 14, 2022 , by and among the Company, the Issuer,BNP Paribas Securities Corp. ,Citigroup Global Markets Inc. andMizuho Securities USA LLC , as representatives of the Initial Purchasers named in Schedule I thereto, and the Guarantors (as defined therein) Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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