Item 1.01 Entry into a Material Definitive Agreement
On
The Notes will bear interest at a rate of 3.750% per year. Interest on the Notes
is payable on
At any time prior to
The Indenture requires that, upon the occurrence of a Change of Control (as defined in the Indenture), unless the Company has exercised its right to redeem all of the Notes pursuant to the Indenture, the Company shall offer to purchase all of the Notes at a purchase price in cash equal to 101% of the outstanding principal amount of such Notes, plus accrued and unpaid interest. If the Company or its restricted subsidiaries sell assets, under certain circumstances, the Company will be required to use the net proceeds from such asset sales to make an offer to purchase Notes at an offer price in cash in an amount equal to 100% of the outstanding principal amount of such Notes, plus accrued and unpaid interest.
The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes and to pay transaction related fees and expenses.
The Indenture contains customary covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries to incur additional indebtedness and guarantee indebtedness; pay dividends or make other distributions or repurchase or redeem the Company's capital stock; prepay, redeem or repurchase certain debt; issue certain preferred stock or similar equity securities; make loans and investments; sell or otherwise dispose of assets; incur liens; enter into transactions with affiliates; enter into agreements restricting the ability of the Company's restricted subsidiaries to pay dividends and make other distributions; and consolidate, merge or sell substantially all of the Company's assets. Certain of the covenants will be suspended upon the Notes achieving an investment grade rating from specified rating agencies (provided such covenants will be reinstated if the Notes are subsequently downgraded from an investment grade rating). The terms of the Indenture include customary events of default, including, but not limited to, failure to make payment, failure to comply with the obligations set forth in the Indenture, certain defaults on certain other indebtedness, and invalidity of the guarantees under the notes issued pursuant to the Indenture. --------------------------------------------------------------------------------
The Notes are guaranteed on a senior unsecured basis by each of the Company's existing and future domestic restricted subsidiaries that is a borrower under or that guarantees obligations under the Company's existing senior credit facility, except for certain immaterial subsidiaries. The Notes and the related guarantees are the Company's and the Guarantors' senior unsecured obligations, and will rank senior in right of payment to all of the Company's and the Guarantors' existing and future subordinated indebtedness; rank equally in right of payment with all of the Company's and the Guarantors' existing and future senior indebtedness; be effectively subordinated to any of the Company's and the Guarantors' existing and future secured indebtedness, to the extent of the value of the assets securing such debt; and be structurally subordinated to all of the existing and future liabilities (including trade payables, but excluding intercompany obligations and liabilities of a type not required to be reflected on a balance sheet of such subsidiaries in accordance with GAAP) of each of the Company's subsidiaries that do not guarantee the Notes. The Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and the Notes are subject to restrictions on transferability and resale.
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Indenture, which is filed as Exhibit 4.1 to this Current Report and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The disclosure set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure
On
FORWARD-LOOKING STATEMENTS
This Current Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934. Forward-looking statements include statements regarding the Company's
current expectations regarding the transactions described in this Current
Report, and can be identified by the fact that they do not relate strictly to
historical or current facts. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
projected. For more information on these risks, please refer to the "Risk
Factors" section included in the Company's Annual Report on Form 10-K filed
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: 4.1 Senior Notes Indenture, datedSeptember 29, 2021 , among the Company, the guarantors named therein, andWells Fargo Bank, National Association . 4.2 Form of 3.750% Senior Notes due 2029 (included in Exhibit 4.1). 99.1 Press Release datedSeptember 29, 2021 . 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.
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