The registered holder of a note will be treated as the owner of that note for all purposes.
Subject to applicable escheat laws, all amounts of principal of and premium, if any, and interest on the notes paid by us that remain
unclaimed two years after such payment was due and payable will be repaid to us, and the holders of such notes will thereafter look solely to us for payment.
Ranking
The notes will be our senior
unsecured obligations and will rank equally in right of payment with all our other existing and future senior unsecured indebtedness, including the 2027 notes, and any indebtedness we may incur from time to time under the revolving credit facility
and the term loan facility.
The notes will effectively rank junior to all our future secured indebtedness to the extent of the value of
the assets securing such indebtedness, and structurally subordinated to all indebtedness of our subsidiaries. We derive a portion of our operating income and cash flow from our subsidiaries. Therefore, our ability to make payments when due to the
holders of the notes is, in part, dependent upon the receipt of sufficient funds from our subsidiaries.
In addition, claims of creditors
of our subsidiaries generally will have priority with respect to the assets and earnings of such subsidiaries over the claims of our creditors, including holders of the notes. Accordingly, the notes will be effectively subordinated to creditors,
including trade creditors, of our subsidiaries.
As of December 31, 2019, we had approximately $743 million of consolidated
indebtedness and our consolidated subsidiaries had no indebtedness (excluding intercompany obligations) to which the notes would have been structurally subordinated. On January 21, 2020, we entered into the term loan facility with Bank of
America, N.A., as administrative agent, and the other lenders party thereto from time to time. As of January 31, 2020, we had no outstanding borrowings under the revolving credit facility and approximately $998.8 million outstanding under
the term loan facility. After giving effect to this offering and the application of the net proceeds from this offering, we would have had approximately $1,741.8 million of outstanding consolidated indebtedness as of January 31, 2020.
Optional Redemption
We may redeem the
notes at our option at any time in whole or from time to time in part prior to the Par Call Date at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the applicable notes to be redeemed and (ii) the sum of
the present values of the Remaining Scheduled Payments of such notes, plus in each case, accrued and unpaid interest thereon to, but excluding, the redemption date.
In determining the present values of the Remaining Scheduled Payments, we will discount such payments to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 30 basis points.
We may redeem the notes at our option at any time in whole or from time to time in part on or after the Par Call Date at a redemption price
equal to 100% of the aggregate principal amount of the applicable notes being redeemed, plus in each case, accrued and unpaid interest thereon to, but excluding, the redemption date.
Notwithstanding the foregoing, installments of interest on notes that are due and payable on interest payment dates falling on or prior to a
redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date in accordance with the notes and the indenture.
The following terms are relevant to the determination of the redemption price. We shall be responsible for determining the redemption price,
and the trustee shall have no duty to verify any such determination made by us.
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