Item 8.01. Other Events.
On
The Notes will be subject to certain restrictive financial and operating covenants, including covenants that restrict our and our subsidiaries' ability to incur debts in excess of calculated amounts, including debts secured by mortgages on our properties, and require us to maintain certain financial ratios.
The foregoing description of the covenants applicable to the Notes is qualified in its entirety by reference to such covenants as they appear in the Supplemental Indenture, the form of which is filed as Exhibit 4.2 to this Current Report on Form 8-K, or in the Base Indenture, which is filed as
Exhibit 4.1 to our Current Report on Form 8-K, filed with the
The Notes will be sold to the public at 100% of their principal amount. We
expect to use the approximately
Affiliates of certain of the underwriters may own some of our 6.75% Senior Notes
due 2021 and/or act as lenders under our
A prospectus supplement relating to the Notes will be filed with the
Warning Concerning Forward-Looking Statements
This Current Report on Form 8-K contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever we use words such as "believe", "expect", "anticipate", "intend", "plan", "estimate", "will", "may" and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by our forward-looking statements as a result of various factors. For example:
· We expect to issue and deliver the Notes on or about
the issuance and delivery of the Notes is subject to various conditions and contingencies as are customary in underwriting agreements inthe United States . If these conditions are not satisfied or the specified contingencies do not occur, this offering may be delayed or may not be completed, and
· Our current intent is to use the proceeds from the offering of the Notes for
general business purposes, including to redeem the$300.0 million principal amount outstanding of our 6.75% Senior Notes due 2021 on or afterJune 15, 2021 (when such notes become redeemable without the payment of a premium) and to prepay in full our$200.0 million term loan. However, the receipt and use of the proceeds is dependent on the completion of this offering and may not occur if the closing does not occur or for other reasons. 2
The information contained in our filings with the
You should not place undue reliance upon forward-looking statements.
Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits 1.1 Underwriting Agreement, dated as of February 3, 2021, among the Company, certain subsidiaries of the Company named therein as guarantors and the underwriters named therein, pertaining to$500.0 million in aggregate principal amount of the Company's 4.375% Senior Notes due 2031. (Filed herewith.) 4.1 Indenture, dated as of February 18, 2016, between the Company and U.S.Bank National Association . (Incorporated by reference to the Company's Current Report on Form 8-K filed onFebruary 18, 2016 .) 4.2 Form of Fourth Supplemental Indenture among the Company, certain subsidiaries of the Company named therein as guarantors and U.S. Bank National Association, including the form of 4.375% Senior Notes due 2031. (Filed herewith.) 5.1 Opinion of Sullivan & Worcester LLP. (Filed herewith.) 5.2 Opinion of Venable LLP. (Filed herewith.) 5.3 Opinion of Taft Stettinius & Hollister LLP. (Filed herewith.) 8.1 Opinion of Sullivan & Worcester LLP re: tax matters. (Filed herewith.) 23.1 Consent of Sullivan & Worcester LLP (contained in Exhibits 5.1 and 8.1 ). 23.2 Consent of Venable LLP (contained in Exhibit 5.2). 23.3 Consent of Taft Stettinius & Hollister LLP. (contained in Exhibit 5.3). 104 Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) 3
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