Notes will develop or, if developed, that it will continue after this offering. Accordingly, no assurance can be given as to the development, continuation or liquidity of any market for the
Notes.
The underwriters may engage in over-allotment, stabilizing transactions, covering transactions and penalty bids in accordance with
applicable law.
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Over-allotment involves sales in excess of the offering size, which creates a short position for the
underwriters.
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Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not
exceed a specified maximum.
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Covering transactions involve purchases of the Notes in the open market after the distribution has been completed
in order to cover short positions.
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Penalty bids permit the underwriters to reclaim a selling concession from a broker/dealer when the Notes
originally sold by such broker/dealer are purchased in a stabilizing or covering transaction to cover short positions.
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These stabilizing transactions, covering transactions and penalty bids may cause the price of the Notes to be higher than it would otherwise be
in the absence of these transactions.
Conflicts of Interest
Certain of the underwriters and/or their affiliates are holders of the outstanding 2023 Notes. As a result, to the extent we use the net
proceeds of this offering to redeem the outstanding 2023 Notes, certain of the underwriters and/or their affiliates may receive a portion of the net proceeds of this offering. Also, Wells Fargo Bank, N.A., an affiliate of Wells Fargo Securities,
LLC, U.S. Bank National Association, an affiliate of U.S. Bancorp Investments, Inc., Capital One, N.A., an affiliate of Capital One Securities, Inc., and Bank of America, N.A., an affiliate of BofA Securities, Inc., four of the underwriters
participating in this offering, are syndication agents and lenders under our unsecured revolving credit and term loan facility. In addition, Bank of Montreal, an affiliate of BMO Capital Markets Corp., The Bank of Nova Scotia, an affiliate of Scotia
Capital (USA) Inc., Fifth Third Bank, National Association, an affiliate of Fifth Third Securities, Inc., BBVA USA, an affiliate of BBVA Securities Inc., MUFG Bank, Ltd., an affiliate of MUFG Securities Americas Inc., and Morgan Stanley Senior
Funding, Inc., an affiliate of Morgan Stanley & Co. LLC, six of the underwriters participating in this offering, are documentation agents and lenders under our unsecured revolving credit and term loan facility, Regions Bank, an affiliate of
Regions Securities LLC, one of the underwriters participating in this offering, is the managing agent and a lender under our unsecured revolving credit and term loan facility, and JP Morgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities
LLC, one of the underwriters participating in this offering, is the administrative agent and a lender under our unsecured revolving credit and term loan facility.
Additionally, Wells Fargo Bank, National Association, an affiliate of Wells Fargo Securities, LLC, is the administrative agent and a lender
under our senior unsecured term loan facility and U.S. Bank National Association, an affiliate of U.S. Bancorp Investments, Inc., Bank of Montreal, an affiliate of BMO Capital Markets Corp., and Capital One, N.A., an affiliate of Capital One
Securities Inc., are lenders under our senior unsecured term loan facility.
To the extent we use the net proceeds of this offering to
reduce outstanding indebtedness under our unsecured revolving credit facility and term loan facility, a portion of the net proceeds of this offering will be received by Wells Fargo Bank, N.A., U.S. Bank National Association, Capital One, N.A., Bank
of America, N.A., Bank of Montreal, The Bank of Nova Scotia, Fifth Third Bank, National Association, Compass Bank, MUFG Bank, Ltd., Morgan Stanley Senior Funding, Inc., Regions Bank and JP Morgan Chase Bank, N.A. and such other affiliates. U.S.
Bank National Association will also serve as trustee under the indenture governing the Notes and will receive customary compensation thereunder.
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory,
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