Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement.
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On September 26, 2017, the Issuer issued $400 million in aggregate principal amount of 4.750% Senior Notes due 2027 (the
Notes). The Notes were issued pursuant to an Indenture, dated September 26, 2017, between the Issuer and Wilmington Trust, National Association, as Trustee (the Indenture). The Notes pay interest semi-annually in
arrears. The Notes were offered in a private placement exempt from registration under the Securities Act of 1933, as amended (the Securities Act). The net proceeds from the offering will be used for general corporate purposes and to pay
related transaction fees and expenses.
Optional Redemption Provisions and Change of Control Repurchase Right
At any time prior to October 1, 2022, upon not less than 10 nor more than 60 days notice, the Notes will be redeemable at the
Issuers option, in whole at any time or in part from time to time, at a price equal to 100.0% of the principal amount of the Notes redeemed, plus a make-whole premium as set forth in the Indenture, plus accrued and unpaid interest, if any, to
(but not including) the applicable redemption date. Beginning October 1, 2022, the Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, subject to the payment of a redemption price together with accrued
and unpaid interest, if any, to (but not including) the applicable redemption date. The redemption price includes a call premium that varies (from 2.375% to 0%) depending on the year of redemption.
In addition, at any time prior to October 1, 2020, the Issuer may redeem up to 40.0% of the aggregate principal amount of the Notes at a
redemption price equal to 104.750% of the principal amount thereof, together with accrued and unpaid interest, if any, to (but not including) the applicable redemption date, with the net cash proceeds of sales of one or more equity offerings by the
Issuer or any direct or indirect parent of the Issuer.
The Issuer or a third party has the right to redeem the Notes at 101.0% of the
principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the date of redemption following the consummation of a change of control, as defined in the Indenture, if at least 90.0% of the Notes outstanding prior to
such date of purchase are purchased pursuant to a change of control offer with respect to such change of control. The holders of
the Notes will also have the right to require the Issuer to repurchase their Notes upon the occurrence of a change in control, at an offer price equal to 101.0% of the principal amount of the
Notes plus accrued and unpaid interest, if any, to (but not including) the date of repurchase.
Ranking
The Notes are the Issuers senior unsecured obligations. The Notes will be guaranteed by each of the Issuers existing and future
domestic subsidiaries that is a borrower under or that guarantees obligations under the Issuers senior secured credit facility, subject to certain exceptions, but will not be guaranteed by the Company. None of the Issuers domestic
subsidiaries currently guarantee its obligations under the Issuers senior secured credit facility, and therefore none of the Issuers domestic subsidiaries currently guarantee the Notes. Under the terms of the Indenture, the Notes rank
equally in right of payment with all of the Issuers and the guarantors existing and future senior debt, including borrowings under the Issuers senior secured credit facility and the Issuers outstanding 5.000% Senior Notes due
2024, and rank contractually senior in right of payment to the Issuers and the guarantors existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Notes. The Notes are
effectively subordinated to the Issuers and the guarantors existing and future secured indebtedness, including borrowings under the Issuers senior secured credit facility, to the extent of the value of the assets securing such
indebtedness. The Notes and guarantees are structurally subordinated to all existing and future indebtedness and liabilities (including trade payables) of the Issuers subsidiaries that do not guarantee the Notes.
Restrictive Covenants
The Indenture
contains covenants that limit the Issuers (and its subsidiaries) ability to, among other things: (i) incur additional debt or issue certain preferred stock; (ii) create liens on assets; (iii) transfer or sell assets;
(iv) create restrictions on payment of dividends or other amounts by the Issuers restricted subsidiaries to the Issuer or its restricted subsidiaries; (v) engage in mergers or consolidations; (vi) engage in certain transactions
with affiliates; and (vii) designate the Issuers subsidiaries as unrestricted subsidiaries. In addition, under certain circumstances the Indenture will also limit the Issuers (and its subsidiaries) ability to pay dividends,
redeem stock and make other distributions, restricted payments or investments.
The foregoing description does not purport to be complete
and is qualified in its entirety by reference to the full text of the Indenture. A copy of the Indenture is attached as Exhibit 4.1 to this Current Report on Form
8-K,
and is incorporated by reference herein.