Item 1.01 Entry into a Material Definitive Agreement.
On
The Notes were issued pursuant to an indenture (the "Indenture"), dated as of
The Notes mature on
The Notes are senior obligations of URNA and rank equally with all of its existing and future senior indebtedness, effectively junior to any of its existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and senior in right of payment to any of its existing and future subordinated indebtedness.
The Notes are guaranteed on a senior basis by the Guarantors. The guarantees are senior obligations of the Guarantors and rank equally in right of payment with all of their existing and future senior indebtedness, effectively junior to any of their existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and senior in right of payment to any of their existing and future subordinated indebtedness. The Notes are not guaranteed by URNA's foreign subsidiaries or unrestricted subsidiaries.
URNA may redeem some or all of the Notes, at its option, at any time on or after
Redemption Year Price 2025 101.938 % 2026 101.292 % 2027 100.646 % 2028 and thereafter 100.000 %
At any time prior to
The Indenture governing the Notes contains certain covenants applicable to URNA
and its restricted subsidiaries, including limitations on: (1) liens and
(2) mergers, consolidations and sale of assets. The Indenture governing the
Notes also contains requirements relating to additional subsidiary guarantors.
Each of these covenants is subject to important exceptions and qualifications.
In addition, the requirements to provide subsidiary guarantees and to make an
offer to repurchase the notes upon the occurrence of a change of control will
not apply to URNA and its restricted subsidiaries during any period when the
Notes are rated investment grade by both
The Indenture provides for customary events of default, including the following (subject to any applicable cure period): nonpayment, breach of covenants in the Indenture, payment defaults under or acceleration of certain other indebtedness, failure to discharge certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs or is continuing, the trustee or the holders of at least 30% in aggregate principal amount of the Notes then outstanding may declare the principal of, premium, if any, and accrued and unpaid interest, if any, to be due and payable immediately.
The description above is qualified in its entirety by the Indenture (including the Form of Note for the Notes), which is filed as Exhibit 4.1 to this current report on Form 8-K and is incorporated by reference into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
Information set forth in Item 8.01 below, as to the satisfaction and discharge of the 2026 Notes Indenture governing the 2026 Notes, is incorporated by reference into this Item 1.02.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 8.01 Other Events. Underwriting Agreement
In connection with the Notes offering, on
Also in connection with the Notes offering, URI and URNA are filing an opinion
of their outside counsel,
Redemption of 6.500% Senior Notes due 2026 and Satisfaction and Discharge of the Indenture
Effective as of
URNA has irrevocably deposited with the Trustee sufficient funds to fund the redemption of the 2026 Notes. As a result, URNA and the 2026 Notes Guarantors under the 2026 Notes have been released from their respective obligations under the 2026 Notes and the 2026 Notes Indenture pursuant to the satisfaction and discharge provisions thereunder, effective as of the Redemption Date.
Item 9.01 Financial Statements and Exhibits.
URI and URNA hereby incorporate Exhibits 1.1, 4.1, 5.1 and 23.1 into the Registration Statement.
Exhibits Exhibit Underwriting Agreement for the Notes, dated as ofJuly 31, 2020 , 1.1 among URNA, URI, each of URNA's subsidiaries named therein andBofA Securities, Inc. , as representative of the several Underwriters named therein. Exhibit Indenture for the Notes, dated as ofAugust 10, 2020 , among URNA, 4.1 URI, each of URNA's subsidiaries named therein andWells Fargo Bank, National Association , as Trustee (including the Form of Note for the Notes). Exhibit Opinion ofSullivan & Cromwell LLP relating to the Notes. 5.1 Exhibit Consent ofSullivan & Cromwell LLP (included in Exhibit 5.1). 23.1
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