Item 1.01 Entry into a Material Definitive Agreement.
The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriters and their related entities have engaged, and may in the future engage, in commercial and investment banking transactions with us and our affiliates in the ordinary course of their business. They have received, and expect to receive, customary compensation and expense reimbursement for these commercial and investment banking transactions.
In particular, we are engaged in customary financing arrangements with affiliates of
The underwriters made a public offering of the notes registered under our previously filed shelf registration statement on Form S-3 (File No. 333-195547), or the registration statement. On
In general, the notes:
• are our general unsecured, senior obligations;
• are initially limited to an aggregate principal amount of
• bear cash interest from
• are subject to redemption at our option, in whole or in part, at any time on or after
• are subject to repurchase by us at the option of the holders following a defined fundamental change, at a repurchase price equal to 101% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date;
• mature on
• are issued in minimum denominations of
• are represented by one or more registered notes in global form, but in certain limited circumstances may be represented by notes in definitive form.
None of our subsidiaries, affiliates or any other person has guaranteed the payment of principal, premium, if any, or interest on the notes or has any other obligation in connection with the notes.
The indenture contains limited financial covenants. The indenture does not restrict our or our subsidiaries' ability to pay dividends, incur liens, sell less than substantially all of our assets, enter into transactions with affiliates, enter into sale-leaseback transactions, enter into agreements that restrict the ability of our subsidiaries to make distributions to us or make investments, issue or repurchase our other securities or secure indebtedness with the assets, stock or equity interests of our subsidiaries. The indenture restricts, but does not eliminate, our and our subsidiaries' ability to incur indebtedness, including indebtedness that would be senior to the notes. Other than in connection with a fundamental change (as defined in the indenture) or in certain circumstances relating to our consolidation, merger or sales of assets, the indenture does not contain any covenants or other provisions designed to afford holders of the notes protection in the event of a highly leveraged transaction involving us or in the event of a decline in our credit rating as the result of a takeover, recapitalization, highly leveraged transaction or similar restructuring involving us that could adversely affect such holders.
We may, without the consent of the holders, reopen the indenture for the notes and issue additional notes under the indenture with the same terms as the notes in an unlimited aggregate principal amount; provided, however, that no additional notes may be issued if an event of default has occurred and is continuing with respect to the notes.
Each of the following is an "event of default" with respect to the notes:
• default in the payment of any principal amount or any redemption price or repurchase price due with respect to the notes, when the same becomes due and payable;
• default in payment of any interest (including special interest, if any) under the notes, which default continues for 30 days;
• our failure to provide a defined fundamental change company notice when due, which default continues for five days;
• our failure to comply with our obligations relating to the indenture's financial covenants and restrictions on our consolidation, merger or sales of assets;
• our failure to comply with any other term, covenant or agreement in the notes or the indenture upon our receipt of notice of such default from the trustee or from holders of not less than 25% in aggregate principal amount of the notes then outstanding, and the failure to cure (or obtain a waiver of) such default within 60 days after receipt of such notice;
• default in the payment of principal when due on, or any other default resulting in the acceleration of, other indebtedness of ours or of any significant subsidiary of ours for borrowed money where the aggregate principal amount with respect to which the default or acceleration has occurred exceeds
• failure by us or any of our significant subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of
• certain events of bankruptcy, insolvency or reorganization affecting us or any of our significant subsidiaries.
As used in the indenture, "significant subsidiary" means a significant subsidiary of ours as defined in Regulation S-X promulgated under the Securities Act, provided that it shall not include (i) any entity consolidated by us where we hold 50 percent or less of the voting power of such entity or (ii) any bankruptcy remote, special purpose entity, used to securitize assets and consolidated by us, whose indebtedness is without recourse to us.
The summaries in this report of any of the documents referenced in Item 9.01(d) below as exhibits hereto do not purport to be complete and are qualified in their entirety by reference to the full text of such document. All of the exhibits hereto that are not opinions have been filed solely to provide . . .
The disclosure in Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Number Description of Documents
1.1 Underwriting Agreement dated
4.1 Indenture, dated
4.2 First Supplemental Indenture, dated as of
4.3 Second Supplemental Indenture, dated as of
4.4 Third Supplemental Indenture, dated as of
4.5 Form of 7.125% Senior Notes due 2019 (included as Exhibit A to Exhibit 4.4 hereto).
5.1 Opinion of
5.2 Opinion of Ledgewood, a professional corporation.
8.1 Opinion of Ledgewood, a professional corporation.
23.1 Consent of
23.2 Consent of Ledgewood, a professional corporation (included in Exhibit 5.2).
23.3 Consent of Ledgewood, a professional corporation (included in Exhibit 8.1).
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