Item 1.01 Entry into a Material Definitive Agreement.
The disclosure under Item 2.03 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On August 20, 2020, we completed our previously announced offering of
$550,000,000 aggregate principal amount of 3.50% Senior Subordinated Notes due
2025 and related subsidiary guarantees (collectively, the "Notes"). The Notes
are governed by the indenture, dated as of November 21, 2014, as supplemented by
the Seventh Supplemental Indenture thereto, dated as of August 20, 2020, among
us, the Guarantors as listed therein, and the Bank of New York Mellon Trust
Company, N.A., as Trustee (as so supplemented, the "Indenture"), for the benefit
of the holders of each Note. The Notes have been registered under the Securities
Act of 1933, as amended, pursuant to a shelf registration statement filed on
November 13, 2019 on Form S-3, File No. 333-234681.
The net proceeds from the offering (after underwriters' discounts) were
approximately $543.3 million. As previously disclosed, the Company intends to
use the net proceeds of the offering to redeem our $550 million 5.75% senior
subordinated notes due 2022 on October 1, 2020. In the interim, we intend to use
the net proceeds to repay amounts outstanding under our U.S. credit agreement,
repay various floor plan debt, and for general corporate purposes.
Interest on the Notes is payable on February 15 and August 15 of each year,
beginning on February 15, 2021. The Notes mature on September 1, 2025, unless
earlier redeemed or purchased by us. The Notes are our unsecured senior
subordinated obligations and are guaranteed on an unsecured senior subordinated
basis by our existing 100% owned U.S. Subsidiaries.
We may redeem the Notes on or after September 1, 2022 at the redemption prices
specified in the Indenture. At any time prior to September 1, 2022, we may
redeem the notes at a redemption price equal to 100% of the principal thereof,
plus an applicable make-whole premium, and any accrued and unpaid interest. In
addition, we may redeem up to 40% of the Notes before September 1, 2022 with net
cash proceeds from certain equity offerings at a redemption price equal to
103.500% of the principal thereof, plus accrued and unpaid interest.
If we experience certain "change of control" events specified in the Indenture,
holders of the Notes will have the option to require us to purchase for cash all
or a portion of their Notes at a price equal to 101% of the principal amount of
the Notes, plus accrued and unpaid interest. In addition, if we make certain
asset sales and do not reinvest the proceeds thereof or use such proceeds to
repay certain debt, we will be required to use the proceeds of such asset sales
to make an offer to purchase the Notes at a price equal to 100% of the principal
amount of the Notes, plus accrued and unpaid interest.
The Indenture restricts our ability to, among other things, incur additional
indebtedness; make certain distributions, investments and other restricted
payments; create certain liens; sell assets; enter into transactions with
affiliates; create restrictions on our ability to receive dividends or other
payments from certain subsidiaries; and merge, consolidate or transfer all or
substantially all of our assets.
The Indenture provides for customary events of default (subject in certain cases
to customary grace and cure periods), which include nonpayment, breach of
covenants in the Indenture, payment defaults or acceleration of other
indebtedness and certain events of bankruptcy and insolvency.
A copy of the Indenture is attached as Exhibit 4.1 to our Current Report on Form
8-K filed on November 21, 2014 and the Seventh Supplemental Indenture is
attached as Exhibit 4.1 to this Current Report on Form 8-K and each is hereby
incorporated by reference herein. The form of Note (included as an Exhibit to
the Seventh Supplemental Indenture filed as Exhibit 4.1 hereto) is filed as
Exhibit 4.2 to this Current Report on Form 8-K and is hereby incorporated by
reference herein. The descriptions of the material terms of the Indenture and
the Notes are qualified in their entirety by reference to such exhibits.
Item 7.01 Regulation FD Disclosure.
The following information is furnished pursuant to Item 7.01 "Regulation FD
Disclosure."
On August 20, 2020, we issued a press release announcing the repayment of our
$300 million Senior Subordinated Notes due 2020 and the issuance of the Notes. A
copy of the press release is furnished as Exhibit 99.1.
Item 8.01 Other Events.
We have exercised our right to redeem our $550 million 5.75% senior subordinated
notes due 2022 (the "2022 Notes") on October 1, 2020 (the "Redemption Date"), at
a redemption price equal to 100.000% of the principal amount thereof, together
with accrued and unpaid interest thereon, to the Redemption Date. The Bank of
New York Mellon Trust Company, N.A., as trustee and paying agent, distributed a
notice of redemption to all registered holders of the 2022 Notes today.
Item 9.01 Financial Statements and Exhibits.
Exhibit 4.1 Seventh Supplemental Indenture dated August 20, 2020 among the
Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as
Trustee.
Exhibit 4.2 Form of 3.50% senior subordinated note due 2025 (included within the
Seventh Supplemental Indenture filed as Exhibit 4.1).
Exhibit 5.1 Opinion of Shane M. Spradlin, General Counsel of the Company.
Exhibit 23.1 Consent of Shane M. Spradlin, General Counsel of the Company
(contained in Exhibit 5.1).
Exhibit 99.1 Press Release.
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