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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On June 2, 2020, we issued $1.0 billion
aggregate principal amount of our 9.750% Senior Notes due 2025, or the Notes, in an underwritten public offering. The
Notes are fully and unconditionally guaranteed, on a joint and several basis and on a senior unsecured basis, by all of
our subsidiaries, except for our foreign subsidiaries and certain other excluded subsidiaries. The Notes and the guarantees were
issued under our Indenture, dated February 18, 2016, or the Base Indenture, between us and U.S. Bank National Association, as trustee,
or U.S. Bank, and a supplemental indenture thereto, dated June 2, 2020, among us, the subsidiary guarantors and U.S. Bank, or the
Supplemental Indenture, and, together with the Base Indenture, the Indenture. The Notes are our senior unsecured obligations and
the guarantees are the subsidiary guarantors’ senior unsecured obligations.
The Notes are
subject to certain restrictive financial and operating covenants, including covenants that
restrict our and our subsidiaries’ ability to incur debts, including debts secured by mortgages on our properties, in excess
of calculated amounts, and require us to maintain certain financial ratios.
The Notes bear interest at the rate of 9.750%
per annum on the principal amount, payable semi-annually in arrears on June 15 and December 15 of each year. Interest
will accrue on the Notes from June 2, 2020, and the first interest payment date will be December 15, 2020.
The Notes will mature on June 15, 2025,
unless earlier redeemed or repurchased in accordance with the terms of the Indenture. Prior to June 15, 2022, we may, at our option,
redeem all or a portion of the Notes at a redemption price equal to the outstanding principal amount of the Notes, plus accrued
and unpaid interest, plus the make-whole amount set forth in the Indenture. Prior to June 15, 2022, we may also, at our option,
redeem up to 40% of the aggregate principal amount of the Notes with the net proceeds of certain equity offerings at the redemption
price set forth in the Indenture, so long as at least 50% of the original aggregate principal amount of the Notes remains outstanding
after each such redemption. In addition, we have the option to redeem all or a portion of the Notes at any time on or after June
15, 2022 at the redemption prices set forth in the Indenture. We will be required to offer to repurchase the Notes at a purchase
price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, up to, but not including, the repurchase
date, if we experience a “change of control” under certain circumstances set forth in the Indenture.
We used the approximately $983.5 million
of net proceeds from the offering of the Notes (after deducting estimated offering expenses and underwriters’ discounts)
to repay our $250.0 million term loan and to reduce amounts outstanding under our revolving credit facility. Affiliates of certain
of the underwriters were lenders under our $250.0 million term loan and are lenders under our revolving credit facility and
therefore received pro rata portions of the net proceeds from the offering of the Notes that were used to repay our $250.0
million term loan or reduce amounts outstanding under our revolving credit facility.
The foregoing description of the Indenture,
including the description of covenants contained therein, is qualified in its entirety by reference to the copies of the Base Indenture
and the Supplemental Indenture attached as Exhibits 4.1 and 4.2 hereto, which are incorporated herein by reference.