Item 7.01. Regulation FD Disclosure.
Investor Presentation
This information under this Item 7.01 of this Current Report on Form 8-K, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act, as amended (the "Exchange Act"), otherwise subject to the liabilities of that Section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
In connection with the Offering described below in Item 8.01, the company
included in a presentation to investors the following guidance that management
had announced in its first quarter earnings call on
• Revenue is expected to be in the range of$1,840 million to$1,890 million . • Earnings per diluted share is expected to be in the range of$4.20 to$4.40 . • Adjusted earnings per diluted share is expected to be in the range of$4.40 to$4.60 .
A copy of the press release issued by the Company announcing the launch of the offering of the Notes is filed as Exhibit 99.1 hereto.
Amendment to Credit Agreement
Concurrent with the Offering and to permit the issuance of the Notes, the
Company has entered into an amendment of its existing secured senior credit
facility, dated as of
Item 8.01 Other Events Notes Offering
On
In connection with the pricing of the Notes, the Company expects to enter into privately negotiated convertible note hedge transactions with one or more of the initial purchasers of the Notes, their respective affiliates and/or other financial institutions (the "option counterparties"). The Company also expects to enter into warrant transactions with the option counterparties.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to buy, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and otherwise in accordance with applicable law.
Cautionary Note Regarding Forward-Looking Statements
This current report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond the Company's ability to control. Forward-looking statements include, among others, the ability to complete the Offering and the convertible note hedge transactions on favorable terms, if at all, and general market conditions (including the COVID-19 pandemic and related economic impact) which might affect the Offering and the convertible note hedge transactions. The factors that could cause our
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actual results to differ materially from expectations include but are not
limited to the following factors: the duration of the COVID-19 pandemic and the
effects of the pandemic on our ability to operate our business and facilities,
on our customers, on our supply chains and on the economy generally;
fluctuations in our financial results; unanticipated delays or acceleration in
our sales cycles; deterioration of economic conditions; disruptions in the
political, regulatory, economic and social conditions of the countries in which
we conduct business; changes to trade regulation, quotas, duties or tariffs;
risks associated with acquisitions; effects of the
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being furnished herewith:
Exhibit Number Description 99.1 Press Release announcing the launch of the Notes offering, datedMay 25, 2021 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL (included as Exhibit 101) 2
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