ITEM 1.01. Entry into a Material Definitive Agreement.
2.300% Senior Notes due 2027, 2.850% Senior Notes due 2029 and 3.250% Senior Notes due 2031
On
The Notes are general senior obligations of SCL. Each series of Notes will rank equally in right of payment with all of SCL's existing and future senior unsecured debt and will rank senior in right of payment to all of SCL's future subordinated debt, if any. The Notes will be effectively subordinated in right of payment to all of SCL's future secured debt (to the extent of the value of the collateral securing such debt) and will be structurally subordinated to all of the liabilities of SCL's subsidiaries. None of SCL's subsidiaries will guarantee the Notes.
The Notes were offered and sold in a private offering that was exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"). The Notes have not been registered under the Securities Act
or the securities laws of any other jurisdiction, and have been offered and sold
only to
SCL has agreed, subject to certain conditions, to file a registration statement
with respect to a registered exchange offer to exchange each series of Notes for
an issue of notes that will have terms identical to the applicable series of
Notes, except that the exchange notes will not have legends restricting
transfer. Each series of Notes will also be listed on
The Indenture
The Notes were issued pursuant to an indenture, dated as of
SCL may redeem the 2027 Notes, in whole or in part, prior to
To the extent that changes in applicable tax laws impose certain withholding taxes on amounts payable on the Notes, and, as a result, SCL is required to pay additional amounts on the Notes with respect to such withholding taxes, the Notes will be redeemable, in whole but not in part, at 100% of the principal amount of the Notes plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.
Upon the occurrence of certain change of control triggering events, SCL will be required to offer to repurchase the Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the purchase date applicable to such Notes. In addition, upon the occurrence of certain events triggering an investor put option,
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SCL will be required to offer to repurchase the Notes at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, and additional amounts, if any, to, but excluding, the purchase date applicable to such Notes.
The Indenture contains covenants, subject to customary exceptions and qualifications, that limit the ability of SCL and its subsidiaries to, among other things:
•incur liens; •enter into sale and leaseback transactions; and •consolidate, merge, sell or otherwise dispose of all or substantially all of SCL's assets on a consolidated basis.
The Indenture also provides for customary events of default.
The foregoing summary of the Indenture is not complete and is qualified in its entirety by reference to the full and complete text of the Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Creation of a Direct Financial Obligation or an Obligation under an ITEM 2.03. Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 above is incorporated by reference into this Item 2.03.
ITEM 9.01. Financial Statements and Exhibits. (d) Exhibits 4.1 Indenture, dated as of September 23 , 202 1 , between SCL and U.S. Bank National Association, as trustee. 4.2 Forms of 2.300% Senior Notes due 2027, 2.850% Senior Notes due 2029 and 3.250% Senior Notes due 2031 (included in Exhibit 4.1). 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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