Item 8.01. Other Events.
On
The Notes are redeemable at the option of the Company, at any time in whole or from time to time in part, at the applicable redemption prices specified in the respective forms of the Notes included in Exhibit 4.3 hereto.
In addition, if a Change of Control Triggering Event (as defined in the respective forms of the Notes included in Exhibit 4.3 hereto) occurs with respect to the Notes of any series, the Company will be required, subject to certain exceptions, to offer to repurchase the Notes of such series at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any.
The foregoing description of some of the terms of the Notes and the Underwriting
Agreement are not complete and are subject to, and qualified in their entirety
by reference to, the complete terms and conditions of the Underwriting
Agreement, the Indenture, the Supplemental Indenture, the officers' certificate
establishing the form and terms of the Notes of each series the respective forms
of the Notes of each series and the officers' certificate related to the
additional notes, which are filed or incorporated by reference, as the case may
be, as Exhibits 1.1 and 4.1 through 4.6 hereto, and are incorporated herein by
reference. In connection with the issuance of the
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following materials are attached as exhibits to this Current Report on Form 8-K: Exhibit No. Description 1.1 Underwriting Agreement dated November 7, 2022 among the Company and BofASecurities, Inc. ,HSBC Securities (USA) Inc. andWells Fargo Securities, LLC , as representatives of the several underwriters named therein 4.1 Indenture dated as of October 28, 2010 between the Company andComputershare Trust Company, N.A. (as successor toWells Fargo Bank, National Association ), as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed onOctober 28, 2010 ) 4.2 Supplemental Indenture dated as of October 28, 2010 between the Company andComputershare Trust Company, N.A. (as successor toWells Fargo Bank, National Association ), as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed onOctober 28, 2010 ) 4.3 Officers' Certificate dated as of November 22, 2022, establishing the forms and terms of the Notes. 4.4 Form of 5.900% Note due 2025 (included in Exhibit 4.3 ) 4.5 Form of 5.950% Note due 2027 (included in Exhibit 4.3 ) 4.6 Form of 6.300% Note due 2032 (included in Exhibit 4.3 ) 5.1 Opinion of Morrison & Foerster LLP relating to the Notes 23.1 Consent of Morrison & Foerster LLP (included in Exhibit 5.1 ) 99.1 Press release dated November 7, 2022 relating to the offering of the Notes 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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