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Item 1.01.
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Entry into a Material Definitive Agreement.
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5.000% Senior Notes Due 2020
On February 28, 2018, we issued an aggregate of $75.0 million of new 5.000% Senior Notes due 2020, or the Notes,
pursuant to the terms of purchase agreements, each dated February 28, 2018, or the Purchase Agreements, entered into by and between us and the institutional investors party thereto. The Notes were issued without registration in reliance on
applicable exemptions from the registration requirements of the Securities Act of 1933, as amended. As previously disclosed, the proceeds of the Notes will be used to redeem all of our outstanding 5.000% Senior Notes due 2018.
The Notes were issued pursuant to the terms and conditions of an indenture, dated as of February 28, 2018, or the
Indenture, between us and The Bank of New York Mellon Trust Company, N.A., as trustee, or the Trustee. The Notes bear interest at an annual rate of 5.000% of the unpaid principal amount payable on February 28 and August 28 of each year,
beginning August 28, 2018. Subject to certain exceptions, if an event of default occurs, the Trustee or holders of not less than 25% in principal amount of the Notes may accelerate the payment of the principal amount and any accrued and unpaid
interest. Events of default include, among other events, a default in payment on the Notes, and our breach of the covenants described below.
At any time prior to February 28, 2019, we may, at our option, upon not less than 30 nor more than 60 days’ prior
notice, redeem all or a portion of the Notes at a redemption price of 102.500% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest as of the applicable redemption date. On or after February 28, 2019, we
may, at our option, upon not less than 30 nor more than 60 days’ prior notice, redeem all or a portion of the Notes at a redemption price of 100.000% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest as
of the applicable redemption date. Subject to certain restrictions and conditions, we may be required to make an offer to repurchase the Notes from the holders of the Notes in connection with a change of control or disposition of assets. The Notes
become due on August 28, 2020.
The Notes are general, unsecured obligations of our company. The Indenture contains
certain affirmative and negative covenants, including limitations on restricted payments (such as share repurchases, dividends, and early payment of indebtedness), limitations on indebtedness, limitations on the sale of assets, and limitations on
liens.
The foregoing is a summary only and does not purport to be a complete description of all the terms, provisions,
covenants, and agreements contained in the Indenture and the Purchase Agreements, and is subject to and qualified in its entirety by reference to the full text of such documents, which are filed herewith as Exhibits 4.32 and 10.116,
respectively, and are hereby incorporated by reference into this Item 1.01.