Item 8.01 Other Events. Offering
On
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement which is filed as Exhibit 1.1 to this report and incorporated by reference herein.
Indenture and Notes
The Notes were issued pursuant to an Indenture, dated as of
The 2026 Notes bear interest at a rate of 0.900% per annum and mature on
The Indenture provides, among other things, that the Notes will be unsecured senior obligations of the Company and will rank equally with all of the Company's other unsecured and unsubordinated indebtedness from time to time outstanding.
The Indenture imposes certain limitations on the ability of the Company and its restricted subsidiaries, as defined in the Indenture, to create or incur liens and to enter into sale and leaseback transactions. The Indenture also imposes certain limitations on the ability of the Company to merge or consolidate with or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of the property of the Company in any one transaction or series of related transactions.
The Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others: nonpayment of principal or interest, breach of covenants or other agreements in the Indenture, defaults in or failure to pay certain other indebtedness, and certain events of bankruptcy or insolvency.
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The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Indenture and the form of global note representing the 2026 Notes and 2031 Notes, which are included as Exhibits 4.1, 4.2 and 4.3, respectively, to this report and incorporated by reference herein.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, datedFebruary 8, 2021 , among the Company andBofA Securities, Inc. ,Truist Securities, Inc. andWells Fargo Securities, LLC , as representatives of the several underwriters named in Schedule A thereto. 4.1 Indenture between the Company andU.S. Bank National Association , dated as ofJuly 8, 2011 (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K datedJuly 5, 2011 , File No. 1-14920, as filed with theSecurities and Exchange Commission onJuly 8, 2011 ) . 4.2 Form of Global Note representing the 0.900% Notes due 2026. 4.3 Form of Global Note representing the 1.850% Notes due 2031. 5.1 Opinion ofHogan Lovells US LLP . 23.1 Consent ofHogan Lovells US LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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