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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On March 30, 2020, the Company completed the sale of the Notes. The 2025 Notes bear interest at a fixed rate equal to 3.625% per year,
payable semi-annually and the 2030 Notes bear interest at a fixed rate equal to 4.000% per year, payable semi-annually.
The Notes were issued pursuant to an Indenture dated as of August 8, 2003 (the “Indenture”), between the Company and Regions Bank, as
successor in interest to The Bank of New York Mellon Trust Company, N.A., as successor in interest to Bank One Trust Company, N.A., as trustee, and were offered and sold pursuant to the Company’s shelf registration statement filed with the Securities
and Exchange Commission (the “Commission”) on April 4, 2019, on Form S-3 (File No. 333-230719), as supplemented by a prospectus supplement dated March 26, 2020, filed with the Commission on March 27, 2020. Pursuant to the Indenture, the Company
executed an Officers’ Certificate dated March 30, 2020, setting forth the terms of the 2025 Notes (the “2025 Notes Officers’ Certificate”) and an Officers’ Certificate dated March 30, 2020, setting forth the terms of the 2030 Notes (the “2030 Notes
Officers’ Certificate” and, together with the 2025 Notes Officers’ Certificate, the “Officers’ Certificates”).
The Company will pay interest on the Notes on April 15 and October 15 of each year, beginning October 15, 2020. The 2025 Notes will mature
on April 15, 2025, and the 2030 Notes will mature on April 15, 2030. The Notes will be senior unsecured debt obligations of the Company and will rank equally with the Company’s other senior unsecured liabilities and senior to any future subordinated
indebtedness of the Company. The Notes are subject to customary covenants restricting the Company’s ability, subject to certain exceptions, to incur debt secured by liens, to enter into sale and leaseback transactions or to merge or consolidate with
another entity or sell substantially all of its assets to another person. The Indenture provides for customary events of default and further provides that the trustee or the holders of 25% in aggregate principal amount of the outstanding series of
Notes may declare such Notes immediately due and payable upon the occurrence of any event of default after expiration of any applicable grace period.
The Company may redeem the Notes at the Company’s option, at any time in whole or from time to time in part, on not less than 30 nor more
than 60 days’ notice, at the redemption prices described in the applicable Officer’s Certificate. If a change of control, as defined in the applicable Officers’ Certificate, occurs, unless the Company has exercised its option to redeem the Notes,
holders of the Notes may require the Company to repurchase the Notes at the prices described in the applicable Officers’ Certificate.
The above description of the Officers’ Certificates and the Notes is qualified in its entirety by reference to the Officers’ Certificates
pursuant to the Indenture setting forth the terms of the Notes, and the form of the Notes, copies of which are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 respectively.