Item 1.01.
Entry into a Material Definitive Agreement.
Offering of Senior Notes
On August 5, 2016, the Company completed its public offering (the “Offering”) of $425,000,000 aggregate principal amount of the Company’s 5.750% senior notes due 2023 (the “Notes”). In connection with the Offering, on August 2, 2016, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co., as the representative of the underwriters listed therein (collectively, the “Underwriters”). Pursuant to the Underwriting Agreement, the Company agreed to sell and the Underwriters agreed to purchase for resale to the public, subject to the terms and conditions expressed therein, the Notes.
The Notes are the Company’s unsecured senior obligations. The Notes will pay interest semi-annually on February 15 and August 15 of each year at a rate of 5.750% per year, and will mature on August 15, 2023.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
The Notes were issued under the Indenture, dated October 15, 2000, between the Company and U.S. Bank National Association, as successor Trustee (the “Trustee”), as amended and supplemented (the “Base Indenture”) by the Third Supplemental Indenture, dated August 5, 2016, between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). The Indenture provides for customary events of default and further provides that the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence of certain events of default after the expiration of any applicable grace period. In addition, in the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization relating to the Company or any of its significant subsidiaries, all outstanding Notes under the Indenture will become due and payable immediately. The description of the Supplemental Indenture set forth above does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Notes were registered pursuant to the Registration Statement that the Company filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2016, under the Securities Act of 1933, as amended.
The Company intends to use the net proceeds from the Offering, together with, in certain cases, shares of its common stock, to purchase approximately $292.4 million aggregate principal amount of its 2% Convertible Senior Notes due 2020 (the “2020 Convertible Notes”). The Company also intends to use a portion of the net proceeds to purchase shares of its common stock to offset the shares used as partial consideration in the purchase of its 2020 Convertible Notes. Any remaining proceeds will be added to the Company’s funds available for general corporate purposes and may be used to purchase additional 2020 Convertible Notes.
Underwriters
In the ordinary course of their respective businesses, the Underwriters or their affiliates have performed and may in the future perform certain commercial banking, investment banking and
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