Item 1.01. Entry Into or Amendment of a Material Definitive Agreement.
Indenture
The information set forth under Item 2.03 "Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant" is incorporated into this Item 1.01 by reference.
On
Capped Call Transactions
On
The Capped Call Transactions are separate transactions, each between the Company and the applicable Option Counterparty, and are not part of the terms of the Notes and will not affect any holder's rights under the Notes or the Indenture. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.
The summary of the Capped Call Transactions is qualified in its entirety by reference to the text of the form of confirmation for the Capped Call Transactions, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet
Arrangement.
The information set forth under Item 1.01 "Entry into a Material Definitive Agreement" is incorporated into this Item 2.03 by reference.
--------------------------------------------------------------------------------
The Company completed the offering of
Indenture
The Notes will bear interest at a rate of 1.875% per annum, payable
semi-annually in arrears on
The Company may redeem the notes for cash on or after
If certain events that constitute a "Fundamental Change" (as defined in the Indenture) occur, then noteholders may require the Company to repurchase their Notes for cash in an amount equal to the principal amount of Notes to be repurchased, plus accrued and unpaid interest, if any.
The Notes are convertible, at a holder's election, in multiples of
The Notes are the Company's senior unsecured obligations and rank junior in right of payment to the rights of the Company's secured creditors to the extent of their security in the Company's assets; equal in right of payment to the rights of creditors under the Company's other existing and future unsecured unsubordinated indebtedness; senior in right of payment to the rights of creditors of the Company under indebtedness expressly subordinated to the Notes; and effectively subordinated to secured and unsecured creditors of the Company's subsidiaries. The Notes will not be guaranteed by any of the Company's subsidiaries.
If an event of default, as defined in the Indenture, occurs and is continuing (other than specified events of bankruptcy or insolvency with respect to the Company), the trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare all the outstanding Notes to be due and payable immediately. If an event of default relating to specified events of bankruptcy or insolvency with respect to the Company occurs, all the outstanding Notes will immediately become due and payable without any declaration or other act on the part of the trustee or any holders of the Notes.
With the exception of covenants restricting the Company's ability to merge, consolidate or sell substantially all of the Company's assets, the Indenture does not provide for any material restrictive covenants.
The summary of the foregoing transactions is qualified in its entirety by reference to the text of the Indenture and the Form of 1.875% Convertible Senior Note due 2029, which are filed as Exhibit 4.1 and 4.2, respectively, hereto and are incorporated herein by reference.
Item 3.02. Unregistered Sales of
The information set forth under Items 1.01 and 2.03 is incorporated into this Item 3.02 by reference.
--------------------------------------------------------------------------------
The Company offered and sold the Notes to the Initial Purchasers in reliance on
the exemption from registration provided by Section 4(a)(2) of the Securities
Act in transactions not involving any public offering, and for resale by the
Initial Purchasers to persons reasonably believed to be qualified institutional
buyers pursuant to the exemption from registration provided by Rule 144A under
the Securities Act. The Company relied on these exemptions from registration
based in part on representations made by the Initial Purchasers. The offer and
sale of the Notes and the shares of the Company's common stock issuable upon
conversion of the Notes, if any, have not been registered under the Securities
Act, and the Notes and any such shares may not be offered or sold in
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 4.1 Indenture, dated as ofNovember 21, 2022 , between the Company andU.S. Bank Trust Company, National Association 4.2 Form of 1.875% Convertible Senior Note due 2029 (included in Exhibit 4.1) 10.1 Form of Confirmation of Call Option Transactions related to 1.875% Convertible Senior Notes due 2029 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source