Item 8.01. Other Events.
On
The offering of the 2030 notes was made pursuant to the Company's shelf
registration statement on Form S-3 (Registration No. 333-234311) filed with the
The 2030 notes were issued under an Amended and Restated Indenture, dated as of
The Company intends to use the net proceeds from the offering for general corporate purposes, which may include working capital, capital expenditures and redemption and repayment of short-term or long-term borrowings.
The Indenture and the form of global note for the offering are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) 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:
º 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; º 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; º may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and º 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 the
Exhibit No. Description 4.1 Amended and Restated Indenture, dated as ofApril 26, 1988 , between the Company andDeutsche Bank Trust Company Americas , as successor toBankers Trust Company , as trustee - incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (Registration No. 33-50743) filed onOctober 25, 1993 . 4.2 First Supplemental Indenture, dated as ofFebruary 24, 1992 , to Amended and Restated Indenture, dated as ofApril 26, 1988 , between the Company andDeutsche Bank Trust Company Americas , as successor toBankers Trust Company , as trustee - incorporated herein by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-3 (Registration No. 33-50743) filed onOctober 25, 1993 . 4.3 Second Supplemental Indenture, dated as ofNovember 1, 2007 , to Amended and Restated Indenture, dated as ofApril 26, 1988 , as amended, between the Company andDeutsche Bank Trust Company Americas , as successor toBankers Trust Company , as trustee - incorporated herein by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K filed onMarch 5, 2009 . 4.4 Form of Note for 0.400% Notes due 2030. 5.1 Opinion ofSkadden, Arps, Slate, Meagher & Flom LLP . 23.1 Consent ofSkadden, Arps, Slate, Meagher & Flom LLP - included as part of Exhibit 5.1 hereto. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document).
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