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Item 1.01
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Entry into a Material Definitive Agreement
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On March 20, 2017, the Company issued
$500.0 million aggregate principal amount of the Company’s 4.125% Senior Notes due 2024 (the “Notes”) pursuant to an Indenture, dated as of December 5, 2013 (the “Base Indenture”), between the Company and Wells
Fargo Bank, National Association, as trustee for the Notes (the “Trustee”), as supplemented by a Fifth Supplemental Indenture, dated as of March 20, 2017, between the Company and the Trustee (the “Fifth Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”). The Notes were offered pursuant to a Prospectus Supplement, dated March 6, 2017, to the Prospectus, dated May 6, 2015, filed as part of the Company’s
Registration Statement on Form
S-3
(Registration
No. 333-203910)
filed with the U.S. Securities and Exchange Commission.
The Fifth Supplemental Indenture includes the form of the Notes. The Notes will pay interest semi-annually on May 1 and November 1, beginning on
March 20, 2017, at a rate of 4.125% per annum, until May 1, 2024. The Company intends to use the net proceeds from the sale of Notes for general corporate purposes, which may include the acquisition of aircraft or the refinancing of its
existing indebtedness.
The Company may redeem some or all of the Notes at any time prior to February 1, 2024 by paying a specified
“make-whole” premium, plus accrued and unpaid interest, if any, to the redemption date. On and after February 1, 2024, the Company may redeem some or all of the Notes at a redemption price of 100% of the principal amount of the Notes
to be redeemed, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to May 1, 2020, the Company may redeem up to 40% of the aggregate principal amount of the Notes with the net proceeds of certain equity
offerings at the redemption price of 104.125%, plus accrued and unpaid interest, if any, to the redemption date.
If a Change of Control Triggering Event
(as defined in the Fifth Supplemental Indenture) occurs, each holder of the Notes will have the right to require the Company to repurchase all or any part of that holder’s Notes at 101% of their principal amount, plus accrued and unpaid
interest, if any, to the repurchase date. If the Company sells assets outside the ordinary course of business and does not use the net proceeds for specified purposes, it may be required to use such net proceeds to repurchase Notes at 100% of their
principal amount, plus accrued and unpaid interest, if any, to the date of repurchase.
The Fifth Supplemental Indenture contains covenants that, among
other things, restrict the Company’s and certain of its subsidiaries’ ability to incur or guarantee additional indebtedness and issue disqualified stock or preference shares, sell assets, incur liens, pay dividends on or make distributions
in respect of capital stock or make other restricted payments, agree to any restrictions on the ability of restricted subsidiaries to transfer property or make payments to the Company, make certain investments, guarantee other indebtedness without
guaranteeing the Notes, consolidate, amalgamate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets and enter into transactions with affiliates.
The Fifth Supplemental Indenture also provides for customary events of default, including
non-payment
of principal,
interest or premium, failure to comply with covenants, and certain bankruptcy or insolvency events.
The foregoing is qualified in its entirety by
reference to the Fifth Supplemental Indenture, attached as Exhibit 4.1 hereto and incorporated herein by reference.