Item 2.02 Results of Operations and Financial Condition
On
The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. Such information will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"), unless specifically identified therein as being incorporated by reference.
Item 7.01. Regulation FD Disclosure
In the confidential offering memorandum related to the proposed private offering of the Company's senior secured notes discussed in Item 8.01 below, the Company is disclosing certain supplemental information to potential investors in the offering. The supplemental information included in the preliminary offering memorandum is set forth in Exhibit 99.2 and incorporated by reference herein.
The information in this Item 7.01 and Exhibit 99.2 attached hereto shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Such information will not be incorporated by reference into any registration statement filed by the Company under the Securities Act, unless specifically identified therein as being incorporated by reference.
Item 8.01. Other Events.
On
The Company also announced that in connection with the Offering it intends to
enter into a new
The Notes will be the Company's senior secured obligations and will be guaranteed on a senior secured basis by each of the Company's wholly-owned domestic subsidiaries that guarantees the Revolving Credit Facility. The Company intends to use the proceeds from the Offering to (i) repay all obligations under and terminate its existing term loan and revolving credit facility, (i) to pay related fees, costs, and expenses and (iii) for general corporate purposes. The Offering is subject to market conditions.
This Current Report on Form 8-K does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, or solicitation to buy, if at all, will be made only by means of a confidential offering memorandum.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
99.1 Press release of the Company datedFebruary 1, 2021 , announcing its preliminary earnings information. 99.2 Excerpts from the Preliminary Offering Memorandum. 99.3 Press release of the Company datedFebruary 1, 2021 , announcing its proposed private offering.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document). --------------------------------------------------------------------------------
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