the Notes to be purchased by the underwriters in the offering, which creates a syndicate short position. Syndicate covering transactions involve purchases of the Notes in the open market after
the distribution has been completed, in order to cover syndicate short positions. Stabilizing transactions consist of certain bids or purchases of the Notes made for the purpose of preventing or retarding a decline in the market price of such Notes
while the offering is in progress.
The representatives, on behalf of the underwriters, may also impose a penalty bid. Penalty bids permit
the underwriters to reclaim a selling concession from a syndicate member when the representatives, in covering syndicate short positions or making stabilizing purchases, repurchase Notes originally sold by that syndicate member.
Any of these activities may have the effect of preventing or retarding a decline in the market price of the Notes. They may also cause the
price of the Notes to be higher than the price that otherwise would exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the
over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.
We estimate that our total expenses (excluding underwriting discount) for this offering will be approximately $250,000.
Certain of the underwriters and their affiliates have in the past provided, are currently providing and may in the future from time to time
provide investment banking and other financing, trading, banking, research, transfer agent and trustee services to us or our subsidiaries, for which they have in the past received, and may currently or in the future receive, customary fees and
expenses. Such investment and securities activities may involve our securities and instruments, including the 2023 Notes, and therefore, certain of the underwriters and/or their respective affiliates may receive a portion of the net proceeds from
this offering.
Certain of the underwriters or their affiliates engage in commercial lending activities with us and are lenders under our
bank credit facilities.
We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.
We expect that
delivery of the Notes will be made against payment therefor on or about December 10, 2020, which will be the seventh business day after the date hereof. Under Rule 15c6-1 of the SEC under the Exchange
Act, trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to their date of delivery, by virtue of the
fact that the Notes will settle in seven business days, should specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard.
PRIIPs Regulation / Prospectus Regulation / Prohibition of Sales to European Economic Area and United Kingdom Retail Investors
All references in this prospectus supplement to Regulations or Directives include, in relation to the United Kingdom (UK), those
Regulations or Directives as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area (EEA) or the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, MiFID II); or (ii) a customer within the meaning of
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