Item 2.03
|
Creation of a Direct Financial Obligation
|
As described under Item 1.01 above, pursuant
to the Underwriting Agreement and Pricing Agreement, the Company issued on March 15, 2018 $500 million aggregate principal amount of Notes pursuant to a senior indenture, dated as of April 11, 2007, between the Company and The Bank of
New York Mellon Trust Company, N.A., as trustee (the Trustee), as supplemented by the first supplemental indenture dated as of August 9, 2013 (together, the Indenture).
The Notes are unsecured senior obligations of the Company and rank equally with all unsecured and unsubordinated indebtedness of the Company.
The Notes bear interest at a
per-annum
rate of 4.400%. The Company will pay interest on the Notes semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15,
2018.
The Indenture contains covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to
sell, transfer or create certain liens, including liens on the capital stock of any restricted subsidiary.
The Notes will mature on
March 15, 2048. However, prior to September 15, 2047 (6 months prior to maturity), the Company, at its option, may redeem the Notes at any time in whole or from time to time in part in multiples of $1,000, at a redemption price equal to
the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (assuming the Notes matured on
September 15, 2047) (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a
360-day
year consisting of twelve
30-day
months) at the then current treasury rate plus 25 basis points, plus accrued and unpaid
interest up to but excluding the date of redemption. On or after September 15, 2047, the Company, at its option, may redeem the Notes at any time in whole or in part in multiples of $1,000,
at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date.
The Indenture contains customary events of default. If an event of default under the Indenture occurs and is continuing, the Trustee or the
holders of at least 25% in aggregate principal amount of the outstanding Notes may declare the principal amount of all the Notes to be immediately due and payable.
The foregoing description of the Indenture and the Notes is qualified in its entirety by reference to the full text of such documents, which
are attached or incorporated by reference hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and incorporated herein by reference.