Item 8.01 Other Events
On
The offering of the Notes was made pursuant to the Company's registration
statement on Form S-3 (File No. 333-223187) filed with the
In connection with the offering of the Notes, the Company entered into an
Underwriting Agreement dated
The Notes were issued under an Indenture dated as of
Interest will be paid on the Notes semi-annually on
The Underwriting Agreement, the form of Note and the opinion of
Item 9.01(d) Financial Statements and Exhibits
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
• should not in all instances be treated as categorical statements of fact, but
rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
• may have been qualified by disclosures that were made to the other party in
connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
• may apply standards of materiality in a way that is different from what may be
viewed as material to you or other investors; and
• were made only as of the date of the applicable agreement or such other date or
dates as may be specified in the agreement and are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this report and the Company's other public filings, which are available without charge through theSEC's website at www.sec.gov. -------------------------------------------------------------------------------- Exhibit No. Description 1.1 Underwriting Agreement datedMay 6, 2020 , among the Company andJ.P. Morgan Securities LLC ,Barclays Capital Inc. ,MUFG Securities Americas Inc. andWells Fargo Securities, LLC , as representatives of the several underwriters named therein. 4.1 Form of 3.200% Note due 2030. 5.1 Opinion ofDavis Polk & Wardwell LLP . 23.1 Consent ofDavis Polk & Wardwell LLP (included in Exhibit 5.1). 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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