Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of
a Registrant.
The information set forth in Item 1.01 hereof is incorporated by reference into this Item 2.03.
On March 15, 2019, the Company entered into the Indenture relating to the issuance by the Company of $525,000,000 aggregate principal amount of the 2027
Notes. The material terms and conditions of the Indenture and the 2027 Notes are as follows:
Maturity
. The 2027 Notes mature on September 15,
2027, subject to earlier redemption or repurchase.
Interest
. The 2027 Notes accrue interest at a rate of 6.625% per year. Interest on the 2027
Notes is paid semi-annually in arrears on March 15 and September 15, beginning on September 15, 2019.
Ranking
. The 2027 Notes are
the unsecured senior obligations of the Company.
Guarantees
. Each of the Companys domestic subsidiaries that is a significant subsidiary
will be required to guarantee the 2027 Notes.
None of the Companys domestic subsidiaries is currently a significant subsidiary, and as such, the
2027 Notes initially will not be guaranteed.
Optional Redemption
. The Company may redeem some or all of the 2027 Notes at any time prior to
March 15, 2022, at a price equal to the sum of (a) 100% of the principal amount of the 2027 Notes being redeemed, (b) accrued and unpaid interest to, but excluding, the redemption date, and (c) a make-whole premium. The
Company may redeem some or all of the 2027 Notes on or after March 15, 2022 at descending prices, starting at 104.969% of the principal amount of the 2027 Notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption
date. In addition, at any time prior to March 15, 2022, the Company may redeem up to 40% of the 2027 Notes with the proceeds of certain equity offerings at 106.625% of the principal amount of the 2027 Notes plus accrued and unpaid interest to,
but excluding, the redemption date.
Change of Control
. Upon a change in control (as defined in the Indenture), the Company will be required to
make an offer to repurchase the 2027 Notes at a price equal to 101% of the principal amount of 2027 Notes outstanding plus accrued and unpaid interest to, but excluding, the date of repurchase.
Covenants
. The Indenture contains covenants limiting, among other things, the Companys ability and the ability of the Companys restricted
subsidiaries to:
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incur additional indebtedness;
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pay dividends, repurchase stock, prepay subordinated debt and make investments and other restricted payments;
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create restrictions on the ability of our subsidiaries to pay dividends or make other payments;
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engage in sale and leaseback transactions;
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enter into certain transactions with affiliates; and
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sell assets or merge with or into other companies.
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