Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On
The offering was made pursuant to the Company's automatic shelf registration
statement on Form S-3 (Registration No. 333-256535) and a related prospectus
supplement, each filed with the
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is attached to this Current Report on Form 8-K as Exhibit 1.1.
Senior Notes due 2051
On
The Notes mature on
On or after
Prior to the Par Call Date, we may redeem the Notes, in whole or in part, at any time and from time to time, at our option, at a redemption price equal to the greater of:
• 100% of the principal amount of the Notes being redeemed; and • the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes to be redeemed matured on the Par Call Date (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year of twelve 30-day months) at the Adjusted Treasury Rate (as defined in the Form of Note attached hereto as Exhibit 4.3), plus 25 basis points;
in each case, plus accrued and unpaid interest on the Notes to, but excluding, the redemption date.
2
--------------------------------------------------------------------------------
If we experience a "Change of Control Repurchase Event" (as defined in the Form of Note), we will be required, unless we have exercised our right to redeem the Notes (as described above), to offer to repurchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase.
The Indenture includes covenants that limit the ability of the Company and its majority owned subsidiaries to, among other things: incur secured debt in excess of 15% of the Company's consolidated assets, enter into sale and lease-back transactions and consolidate, merge or transfer substantially all of the Company's assets to another entity. The covenants are subject to a number of important exceptions and qualifications set forth in the Indenture. If any Event of Default (as defined in the Indenture) occurs and is continuing, including a default in the payment of principal or interest, the Notes may (subject to conditions set forth in the Indenture) be declared due and payable.
The Underwriters and/or their affiliates have provided and in the future may
provide investment banking, commercial banking, corporate trust and/or advisory
services to the Company and its affiliates from time to time for which they have
received and in the future may receive customary fees and expenses and may have
entered into and in the future may enter into other transactions with the
Company.
The foregoing is only a summary of certain terms and conditions of the Underwriting Agreement, Indenture and the Form of Note and is qualified in its entirety by reference to the Underwriting Agreement, Indenture and the Company Officers' Certificate pursuant to Section 3.1 of the Indenture with Form of Note, which are attached hereto and incorporated herein by reference as Exhibits
1.1 , 4.1 and 4.3 , respectively. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or foreign country in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or foreign country. This Current Report is also being filed for the purpose of filing exhibits to the Registration Statement (SEC No. 333-256535) relating to the offering of the Notes, and Exhibits 1.1 , 4.3 and 5.1 are hereby incorporated into the Registration Statement by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 hereof, including exhibits, is incorporated into this item.
3
--------------------------------------------------------------------------------
© Edgar Online, source