Item 1.01. Entry into a Material Definitive Agreement.
On
The Notes mature on
Prior to
The Indenture contains certain covenants, including, but not limited to, covenants limiting the Company's ability and/or its subsidiaries' ability to: create certain liens; enter into sale and leaseback transactions; create, incur, issue, assume or guarantee any funded debt (applicable only to the Company's "restricted subsidiaries"); guarantee any of the Company's indebtedness (applicable only to the Company's subsidiaries); and consolidate or merge with, or convey, transfer or lease all or substantially all of its assets to another person.
The foregoing description of the Notes is qualified in its entirety by reference to the complete terms and conditions of the Officers' Certificate and the form of Note, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01. Other Events.
In connection with the Offering, the Company entered into an Underwriting
Agreement (the "Underwriting Agreement") among the Company,
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete terms and conditions of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Notes were issued in a public offering pursuant to the Company's
Registration Statement on Form S-3 (File No. 333-221020) and a related
prospectus supplement dated as of
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as ofJuly 6, 2020 , among the Company,BNP Paribas Securities Corp. , Citigroup Global Markets Inc.,Mizuho Securities USA LLC andSMBC Nikko Securities America, Inc. , as representatives of the several underwriters listed therein 4.1 Officers' Certificate, dated as ofJuly 13, 2020 , establishing the 3.000% Senior Notes due 2031 4.2 Form of 3.000% Senior Notes due 2031 (included as Exhibit A to the Officers' Certificate filed herewith as Exhibit 4.1) 5.1 Opinion ofSidley Austin LLP relating to the Notes 23.1 Consent ofSidley Austin LLP (included in opinion filed as Exhibit 5.1) 104 Cover Page Interactive Data File, formatted in Inline XBRL
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