Item 1.01 Entry into a Material Definitive Agreement.
On
The offering and sale of the Notes (and the related guarantees by the Company) have been registered under the Securities Act of 1933, as amended, pursuant to the Obligors' effective shelf registration statement on Form S-3 (Registration No. 333-255020 and Registration No. 333-25502-01) (the "Registration Statement").
The Underwriting Agreement contains customary representations, warranties and agreements by the Obligors and the Underwriters, and customary conditions to closing, indemnification obligations of the Obligors and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, 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 full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.
The Notes will be issued under an indenture, dated
Item 3.02 Unregistered Sale of
On
The issuance by the
Each Common Unit is exchangeable at any time (subject to certain limited exceptions) at the holder's option for one share of common stock (the "Common Stock") of the Company.
Notwithstanding the foregoing exchange rights, the initial holder of the Common
Units has agreed not to sell or otherwise dispose of the shares of the Common
Stock issuable upon the exchange of such securities for a period of six months
after
Item 8.01 Other Events.
On
-------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description
1.1* Underwriting Agreement dated
99.1 Press Release dated J anuary 9 , 202 3
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K because such schedules and exhibits do not contain information
which is material to an investment decision or which is not otherwise disclosed
in the filed agreements. The Company will furnish the omitted schedules and
exhibits to the
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