The Companys press release dated November 28, 2018 is attached hereto as Exhibit 99.2
and is incorporated herein by reference.
The information set forth in and incorporated into Items 7.01 and 8.01 of this Current Report
on Form 8-K,
including Exhibits 99.1 and 99.2, is being furnished pursuant to Items 7.01 and 8.01, respectively,
of Form 8-K and shall
not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the
Companys filings under the Securities Act of 1933, as amended (the Securities Act), or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation
language in such filings, except to the extent expressly set forth by specific reference in such a filing.
This Current Report on Form
8-K
does not constitute an offer to sell, or a solicitation of an offer to buy, the 2025 Notes or any security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering
would be unlawful.
Forward-Looking Statements
This Current Report on Form
8-K
contains forward looking statements within the meaning
of federal securities laws and is intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward looking statements generally can be identified by the use of forward
looking terminology such as assumptions, expects, anticipates, projects, intends, designed, will, believes, estimates, may,
could, plans (or the negative of other derivatives of each of these terms) or similar terminology and involve unknown risks and uncertainties which may cause the Companys actual results in future periods to differ
materially from forecasted results. The forward looking statements include, without limitation, statements regarding preliminary estimated financial results, the Companys intentions regarding the consummation of the offering of
2025 Notes, the completion of the Acquisition and the intended use of proceeds. These statements are based on the Companys managements estimates and assumptions with respect to future events, which include uncertainty as to its ability
to consummate the Acquisition and/or the proposed offering of debt securities, which estimates are believed to be reasonable, though are inherently uncertain and difficult to predict. A discussion of factors that could cause actual results to vary
is included in the Companys Annual Report on Form
10-K,
as amended, Exhibit 99.1 to this Current Report on Form
8-K
and other periodic reports filed with the
Securities and Exchange Commission.
ITEM 9.01
|
FINANCIAL STATEMENTS AND EXHIBITS.
|
(d) Exhibits
|
|
|
Exhibit No.
|
|
Description
|
|
|
99.1
|
|
Excerpts from Preliminary Offering Memorandum
|
|
|
99.2
|
|
Press release of the Company dated November 28, 2018.
|