3.844% Senior Notes due 2025
In March 2020, we issued $500 million aggregate principal amount of 3.844% Senior Notes due 2025 (the 2025 Notes). The terms
of the 2025 Notes include limitations on the ability of us and certain of our subsidiaries to create liens, enter into certain sale and leaseback transactions or effect a consolidation or merger.
Guarantees. Performance of our obligations under the 2025 Notes, including any repurchase obligations resulting from a change of
control, has been fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Subsidiary Guarantors. The guarantees rank equally in right of payment with all other unsecured and unsubordinated indebtedness of the
Subsidiary Guarantors. The Subsidiary Guarantors are each directly or indirectly 100% owned by us. There are no significant restrictions on our ability or the ability of any Subsidiary Guarantor to obtain funds from their respective subsidiaries by
dividend or loan.
Optional Redemption. At any time and from time to time prior to April 1, 2025, we may redeem, in
whole or in part, the 2025 Notes at a price of 100% of the principal amount of the 2025 Notes redeemed, plus a makewhole premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On and after
April 1, 2025, we may redeem some or all of the notes at a price equal to 100% of the principal amounts of the notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Change of Control. Upon the occurrence of certain events constituting a change of control, we are required, no later than 30
days following the change of control, to make an offer to purchase all of the outstanding 2025 Notes (unless otherwise redeemed or if a third party makes an offer to purchase the notes contemporaneously with the change of control) at a purchase
price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.
Events of Default. The occurrence of an event of default under the 2025 Notes would permit or require the principal of and
accrued and unpaid interest on the 2025 Notes to become or to be declared due and payable. Events of default under the indenture include nonpayment of principal or interest when due; violation of covenants and other agreements contained in the
indenture governing the 2025 Notes; cross payment default and cross acceleration of certain material debt; certain bankruptcy and insolvency events and material judgment defaults, among others.
4.200% Senior Notes due 2030
In March
2020, we issued $500 million aggregate principal amount of 4.200% Senior Notes due 2030 (the 2030 Notes).
The terms of
the 2030 Notes include limitations on the ability of us and certain of our subsidiaries to create liens, enter into certain sale and leaseback transactions or effect a consolidation or merger.
Guarantees. Performance of our obligations under the 2030 Notes, including any repurchase obligations resulting from a change of
control, has been fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Subsidiary Guarantors. The guarantees rank equally in right of payment with all other unsecured and unsubordinated indebtedness of the
Subsidiary Guarantors. The Subsidiary Guarantors are each directly or indirectly 100% owned by us. There are no significant restrictions on our ability or the ability of any Subsidiary Guarantor to obtain funds from their respective subsidiaries by
dividend or loan.
Optional Redemption. At any time and from time to time prior to February 1, 2030, we may redeem, in
whole or in part, the 2030 Notes at a price of 100% of the principal amount of the 2030 Notes redeemed, plus a make-whole premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On and after
February 1, 2030, we may redeem some or all of the notes at a price equal to 100% of the principal amounts of the notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
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