The underwriters also may impose a penalty bid. This occurs when a particular underwriter
repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased notes sold by or for the account of such underwriter in stabilizing or short covering transactions.
These activities by the underwriters, as well as other purchases by the underwriters for their own accounts, may stabilize, maintain or
otherwise affect the market price of the notes. As a result, the price of the notes may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any
time. These transactions may be effected in the over-the-counter market or otherwise.
We estimate that the total expenses of the offering, excluding underwriting discounts and commissions, to be paid by us will be approximately
$700,000. We have also agreed to reimburse the underwriters for certain of their expenses in an amount up to $10,000.
We have agreed to
indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.
The underwriters and
their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment,
hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a
variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses. Affiliates of certain underwriters are agents and lenders under our unsecured credit
facility and $100 million five-year unsecured term loan issued April 2016. In addition, certain of the underwriters or their affiliates hold a portion of our Series C senior unsecured notes issued April 2016.
In addition, affiliates of certain underwriters are lenders under our term credit agreement and/or holders of our Class A-1 notes. In their capacities as lenders under our term credit agreement and/or holders of our Class A-1 notes, these underwriters or their affiliates have
received, or will receive, certain customary fees and expense reimbursements in the ordinary course of business, and to the extent that we use any of the net proceeds from this offering to repay amounts outstanding under our term credit agreement
and/or our Class A-1 notes, these underwriters or their affiliates will receive their proportionate share of any amount of our term credit agreement and/or
Class A-1 notes that are repaid with the net proceeds from this offering.
In the ordinary
course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities,
currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer
(directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market
color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets,
securities and instruments.
Settlement
We expect that delivery of the notes will be made to investors on or about November 18, 2020, which is the second business day after the
date of this prospectus supplement.
PRIIPs Regulation; Prospectus Directive; Prohibition of sales to EEA Retail Investors
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area (EEA). For these purposes, a
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