Item 1.01. Entry into a Material Definitive Agreement.
On
The Credit Agreement Amendment provides for, among other things: •the amendment of the negative covenant regarding indebtedness to permit the issuance of the 2026 Notes (as defined in Item 7.01 of this Current Report on Form 8-K);
•the amendment of various negative covenants to permit the capped call transactions to be entered into by the Company in connection with the issuance of the 2026 Notes;
•the amendment of the mandatory prepayment provision to eliminate the prepayment requirement that would otherwise be required upon the receipt of proceeds from the issuance of the 2026 Notes and the negative covenant regarding dividends to permit the issuance of certain equity interests, payment of interest on the 2026 Notes and certain payments to be made upon conversion of the 2026 Notes, as well as upon the exercise, settlement or termination of the related capped call transactions, so long as the Company is not, and would not after giving pro-forma effect to any such transaction be, in default under the Credit Agreement and has had adequate undrawn availability under its North American-based credit facility for the period required under the Credit Agreement; and
•the amendment of the prepayment of indebtedness covenant to permit without
restriction the prepayment, repurchase, redemption, retirement or other
acquisition of the Company's 4.50% convertible senior notes due 2022 (the "2022
Notes") and the Company's 5.00% convertible senior notes due 2024 (the "2024
Notes") (solely with respect to the 2024 Notes, not in excess of
The foregoing description of the Credit Agreement Amendment is a summary and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
Item 7.01. Regulation FD Disclosure.
On
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from the offering to pay the cost of the capped call transactions. The Company also intends to use the net proceeds of the offering primarily to repurchase or repay a portion of its outstanding 2022 Notes, which it may repurchase from time to time in open market purchases, privately negotiated transactions or otherwise, or to repay them at their maturity. The Company may use any remaining net proceeds of the offering for working capital and general corporate purposes, which may include repurchases of the Company's other outstanding convertible senior notes.
The offering of 2026 Notes is not being registered under the Securities Act of
1933, as amended ("Securities Act"), or the securities laws of any other
jurisdiction. The 2026 Notes may not be offered or sold in
This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the 2026 Notes, nor shall there be any offer or sale of the 2026 Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 10.1 Ninth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as ofMarch 10, 2021 , by and among the Company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto,PNC Bank, National Association , as agent for the lenders, andJ.P. Morgan Europe Limited , as European agent for the lenders. 99.1 Press Release, datedMarch 10, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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