The Indenture contains covenants that, among other things, restrict the ability of the Company to incur certain liens, to engage in sale and leaseback transactions and to merge, consolidate or sell assets.
At any time prior to February 1, 2024, the Company may on any one or more occasions redeem all or a part of the 2029 Notes, upon notice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the 2029 Notes redeemed, plus the applicable premium, and accrued and unpaid interest, if any, to, but excluding, the date of redemption, subject to the rights of holders of 2029 Notes on the relevant record date to receive interest due on the relevant interest payment date.
On or after February 1, 2024, the Company may on any one or more occasions redeem all or a part of the 2029 Notes, upon notice as provided in the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the 2029 Notes redeemed to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on February 1 of the years indicated below, subject to the rights of holders of 2029 Notes on the relevant record date to receive interest on the relevant interest payment date:
|
|
|
|
|
Year
|
|
Percentage
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|
2024
|
|
|
102.688
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%
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2025
|
|
|
101.344
|
%
|
2026 and thereafter
|
|
|
100.000
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%
|
In addition, if a “change of control event” (as defined in the Second Supplemental Indenture) occurs, holders of the 2029 Notes will have the option to require the Company to purchase all or any portion of their 2029 Notes at a purchase price equal to 101% of the principal amount of the 2029 Notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture and the form of the 2029 Note, each of which is incorporated herein by reference into and is filed as an exhibit to this Current Report on Form 8-K as Exhibits 4.1 and 4.2 , respectively.
Exchange Offer Registration Rights Agreement
On September 3, 2021, in connection with the completion of the Exchange Offer, the Company, the guarantors party thereto, J.P. Morgan Securities LLC, and Credit Agricole Securities (USA) Inc. as lead dealer managers and solicitation agents, entered into an exchange and registration rights agreement with respect to the 2029 Notes (the “Registration Rights Agreement”). The Company and the guarantors party thereto agreed under the Registration Rights Agreement to, among other things, use their reasonable best efforts to (i) prepare and file a registration statement for the 2029 Notes on an appropriate form under the Securities Act, and (ii) cause such registration statement to become effective under the Securities Act. The Company shall be obligated to pay additional interest on the 2029 Notes if, among other things, the exchange offer registration statement has not been declared effective on or prior to September 3, 2022, or the registered exchange offer is not completed prior to September 3, 2022 and a shelf registration statement is required and is not declared effective on or prior to the later of (i) September 3, 2022 or (ii) 90 days after delivery of a request by a dealer manager for the filing of a shelf registration.
The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is incorporated herein by reference into and is filed as an exhibit to this Current Report on Form 8-K as Exhibit 4.3 hereto.