Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On
On
The 2028 Notes and related guarantees have not been registered under the
Securities Act or the securities laws of any other jurisdiction, and accordingly
may be resold in accordance with the Purchase Agreement only to persons
reasonably believed to be qualified institutional buyers in reliance on Rule
144A under the Securities Act and outside
The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Issuers and the Guarantors, on one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.
Some of the Initial Purchasers and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Partnership or its affiliates. The Initial Purchasers have received, or may in the future receive, customary fees and commissions for these transactions. In particular, affiliates of certain of the Initial Purchasers are lenders under the Partnership's revolving credit facility.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1.
Indenture and the 2028 Notes
On
Interest and Maturity
The 2028 Notes will mature on
Optional Redemption
At any time prior to
•at least 65% of the aggregate principal amount of the 2028 Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding 2028 Notes held by the Partnership and its subsidiaries); and
•the redemption occurs within 180 days of the date of the closing of each such equity offering.
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Prior to
•the principal amount thereof, plus
•the Make Whole Premium (as defined in the Indenture) at the redemption date, plus
•accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
On and after
YEAR PERCENTAGE 2024 103.563 % 2025 101.781 % 2026 and thereafter 100.000 %
The Issuers may also redeem all (but not a portion of) the 2028 Notes under certain circumstances if 90% or more of the aggregate principal amount of the outstanding 2028 Notes are purchased in connection with a change of control or alternate offer.
Change of Control
If a Change of Control Triggering Event (as defined in the Indenture) occurs, each holder of 2028 Notes may require the Partnership to repurchase all or any part of that holder's 2028 Notes for cash at a price equal to 101% of the aggregate principal amount of the 2028 Notes repurchased, plus any accrued and unpaid interest on the notes repurchased, to the date of settlement (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the settlement date).
Certain Covenants
The Indenture contains covenants that, among other things, limit the Partnership's ability and the ability of its restricted subsidiaries to: (i) incur, assume or guarantee additional indebtedness or issue certain convertible or redeemable equity securities; (ii) create liens to secure indebtedness; (iii) pay distributions on equity interests, repurchase equity securities or redeem subordinated securities; (iv) make investments; (v) restrict distributions, loans or other asset transfers from the Partnership's restricted subsidiaries; (vi) consolidate with or merge with or into, or sell substantially all of the Partnership's properties to, another person; (vii) sell or otherwise dispose of assets, including equity interests in subsidiaries; and (viii) enter into transactions with affiliates.
Events of Default
Upon a continuing event of default, the trustee or the holders of 25% of the principal amount of the then outstanding 2028 Notes may declare all the 2028 Notes immediately due and payable, except that a default resulting from a bankruptcy or insolvency with respect to the Partnership or any restricted subsidiary of the Partnership that is a significant subsidiary or any group of its restricted subsidiaries that, taken as a whole, would constitute a significant subsidiary of the Partnership, will automatically cause all outstanding 2028 Notes to become due and payable immediately without further action or notice. Each of the following constitutes an event of default under the Indenture:
•default for 30 days in the payment when due of interest on the 2028 Notes;
•default in payment when due of the principal of, or premium, if any, on the 2028 Notes;
•failure by the Partnership to comply with the covenant relating to consolidations, mergers or transfers of all or substantially all of the Partnership's assets or failure by the Partnership to purchase notes when required pursuant to the asset sale or change of control provisions of the Indenture;
•failure by the Partnership for 180 days after notice to comply with its reporting obligations under the Indenture;
•failure by the Partnership for 60 days after notice by the trustee or the holders of at least 25% in aggregate principal amount of the 2028 Notes then outstanding to comply with any of the other agreements in the Indenture;
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•default under any mortgage, indenture or instrument governing certain
indebtedness for money borrowed or guaranteed by the Partnership or any of its
restricted subsidiaries, if such default: (i) is caused by a failure to pay
principal, interest or premium, if any, on said indebtedness within any
applicable grace period; or (ii) results in the acceleration of such
indebtedness prior to its stated maturity, and, in each case, the principal
amount of the indebtedness, together with the principal amount of any other such
indebtedness under which there has been a payment default or acceleration of
maturity, aggregates at such time
•failure by the Partnership or any of its restricted subsidiaries to pay final
non-appealeable judgments aggregating in excess of
•except as permitted by the Indenture, any guarantee is held in any judicial proceeding to be unenforceable or invalid, or ceases for any reason to be in full force and effect, or any Guarantor, or any person acting on behalf of any Guarantor, denies or disaffirms its obligations under its guarantee; and
•certain events of bankruptcy or insolvency described in the Indenture with respect to the Partnership, or any of the Partnership's restricted subsidiaries that is a significant subsidiary or any group of its restricted subsidiaries that, taken as a whole, would constitute a significant subsidiary of the Partnership.
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture and the form of 7.125% Senior Note due 2028, which are filed with this Current Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 relating to the 2028 Notes and the Indenture is contained in Item 1.01 of this Current Report on Form 8-K above and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 4.1 Indenture, dated as ofMay 24, 2021 , among the Partnership,Finance Corp. , the Guarantors named therein andU.S. Bank, National Association , as trustee. 4.2 Form of 7.125% Senior Note due 2028 (included as Exhibit A in Exhibit 4.1). 10.1 Purchase Agreement, dated as ofMay 20, 2021 , among the Partnership, Finance Corp., the Guarantors named therein andWells Fargo Securities, LLC , as representative of the Initial Purchasers named therein. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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