Item 8.01. Other Events. Notes Issuance
On
The Notes were registered under the Securities Act of 1933, as amended (the
"Act"), pursuant to the Company's Registration Statement on Form S-3ASR (File
No. 333-234027) (the "Registration Statement") filed on
In connection with the offer and sale of the Notes, the Company entered into an
Underwriting Agreement, dated
The Company expects to use the net proceeds received from the issuance of the
Notes, together with cash on hand and/or commercial paper borrowings, to fund
the redemption, in full, of its outstanding 2.500% notes due 2022 and 2.800%
notes due 2022. As of
For the relevant terms and conditions of the Underwriting Agreement and Pricing Agreement and the Notes, please refer to the Prospectus Supplement.
Redemption
On
This report does not constitute a redemption notice for the Company's 2.500% notes due 2022 or 2.800% notes due 2022. This report is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction, 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 of 1933, as amended.
This report includes statements related to the timing of redemptions, among
other things, that constitute "forward-looking statements" under the securities
laws. All forward-looking statements involve risks, uncertainties and
assumptions that may cause actual results to differ materially from those
expressed or implied in the forward-looking statements. These factors include
those described under the caption "Risk Factors" in our reports on Forms 10-K,
10-Q and 8-K filed with the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
5.1 Opinion ofWachtell, Lipton, Rosen & Katz , datedAugust 10, 2021 , with respect to the Notes 5.2 Consent ofWachtell, Lipton, Rosen & Katz , datedAugust 10, 2021 (included in Exhibit 5.1), with respect to the Notes
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