Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On
The Company intends to use the net proceeds from the offering of the Notes for general corporate purposes, which may include potential acquisitions and strategic transactions, capital expenditures, investments and working capital.
The Purchase Agreement contains customary representations, warranties and covenants by the Company together with customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities.
The description of the Purchase Agreement contained in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Indentures
On
Interest
The 2026 Notes mature on
Optional Redemption
The Company may redeem either series of Notes, in whole or in part, at any time
prior to
Repurchase of Notes upon a Change of Control Triggering Event
If the Company experiences a change of control triggering event (as defined in each of the Indentures), the Company must offer to repurchase each series of Notes at a repurchase price equal to 101% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to the applicable repurchase date.
Covenants
Each Indenture contains covenants that, among other things, restrict the ability of the Company and/or its domestic restricted subsidiaries to:
• create certain liens and enter into sale and lease-back transactions; • create, assume, incur or guarantee certain indebtedness; and • consolidate or merge with, or convey, transfer or lease all or substantially all of the Company and its subsidiaries assets, to another person.
These covenants are subject to a number of other limitations and exceptions set forth in each Indenture.
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Each Indenture provides for customary events of default, including, but not limited to, failure to pay principal and interest, failure to comply with covenants, agreements or conditions, and certain events of bankruptcy or insolvency involving the Company and its significant subsidiaries. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Notes under the applicable Indenture will become due and payable immediately without further action or notice. If any other event of default under the applicable Indenture occurs or is continuing, the applicable Trustee or holders of at least 25% in aggregate principal amount of the applicable series of outstanding Notes under the applicable Indenture may declare all the Notes of such series to be due and payable immediately.
The description of the Notes and each Indenture contained in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of (i) the Indentures which are filed as Exhibits 4.1 and 4.3 hereto and are incorporated herein by reference and (ii) the Form of 2.75% Senior Note due 2026 and the Form of 3.50% Senior Note due 2031, which are filed as Exhibits 4.2 and 4.4, respectively, hereto and are 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.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 8.01. Other Events.
On
On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
4.1 Indenture, dated as ofMay 20, 2021 , by and betweenSquare, Inc. andBank of New York Mellon Trust Company, N.A. , as Trustee (2.75% Senior Notes due 2026). 4.2 Form of 2.75% Senior Note due 2026 (included in Exhibit 4.1). 4.3 Indenture, dated as ofMay 20, 2021 by and betweenSquare, Inc. and Bank ofNew York Mellon Trust Company, N.A. , as Trustee (3.50% Senior Notes due 2031). 4.4 Form of 3.50% Senior Note due 2031 (included in Exhibit 4.3). 10.1 Purchase Agreement, dated as ofMay 18, 2021 , betweenSquare, Inc. andGoldman Sachs & Co. LLC , as representative of the initial purchasers listed in Schedule I thereto. 99.1 Press release, datedMay 17, 2021 . 99.2 Press release, datedMay 18, 2021 . 104 Cover Page Interactive Data File, formatted in inline XBRL
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