Item 1.01. Entry into a Material Definitive Agreement
On
Net proceeds of the offering were approximately
The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Subsidiary Guarantors. It also provides for customary indemnification by each of the Company, the Subsidiary Guarantors and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
Certain of the Underwriters and their respective affiliates perform and have performed commercial and investment banking and advisory services for the Company and its affiliates from time to time for which they receive and have received customary fees and expenses. The Underwriters and their respective affiliates may, from time to time, engage in transactions with and perform services for the Company and its affiliates in the ordinary course of business for which they will receive fees and expenses. In addition, certain of the Underwriters are lenders, and in some cases agents and/or managers, under the Company's credit facilities and an affiliate of an underwriter will serve as trustee for the 2028 Notes. To the extent the Underwriters hold 2022 Notes, they may receive proceeds of the sale of the 2022 Notes in connection with the 2022 Notes Redemption.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The above description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 1.1.
Item 8.01. Other Events
On
On
The information in this Item 8.01 of Form 8-K related to the press releases and Exhibits 99.1 and 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains "forward-looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including, but
not limited to, our expectation regarding the intended use of proceeds from the
offering. These forward-looking statements and other information are based on
our beliefs, as well as assumptions made by us, using information currently
available. The words "anticipate," "believe," "estimate," "project," "expect,"
"intend," "plan," "should," and similar expressions, as they relate to us, are
intended to identify forward-looking statements. Such statements reflect our
current views with respect to future events and are subject to certain risks,
uncertainties, and assumptions. Such forward-looking statements, because they
relate to future events, are by their very nature subject to many important
factors that could cause actual results to differ materially from those
contemplated by the forward-looking statements contained in this Current Report
on Form 8-K and other public statements we make. Such factors include, but are
not limited to, risks that are set forth in the Risk Factors section of our
Annual Report on Form 10-K for the year ended
Item 9.01 Financial Statements and Exhibits
(c) Exhibits: Exhibit Exhibit Number Description 1.1 Underwriting Agreement, datedAugust 25, 2020 , among the Company, the subsidiary guarantors party thereto andJ.P. Morgan Securities LLC , as representative of the several underwriters named therein. 5.1 Opinion ofWinston & Strawn LLP 5.2 Opinion ofFredrikson & Byron, P.A . 5.3 Opinion ofFoley & Lardner LLP . 5.4 Opinion ofSpencer Fane LLP . 5.5 Opinion ofTroutman Pepper Hamilton Sanders LLP . 23.1 Consent ofWinston & Strawn LLP (included in Exhibit 5.1). 23.2 Consent ofFredrikson & Byron, P.A . (included in Exhibit 5.2). 23.3 Consent ofFoley & Lardner LLP (included in Exhibit 5.3). 23.4 Consent ofSpencer Fane LLP (included in Exhibit 5.4). 23.5 Consent ofTroutman Pepper Hamilton Sanders LLP (included in Exhibit 5.5). 99.1 Press release datedAugust 25, 2020 , announcing the launch of the Notes offering. 99.2 Press release datedAugust 25, 2020 , announcing the pricing of the Notes offering. 104 Cover Page Interactive Data File (formatted as Inline XBRL)
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