Upon the occurrence of specific kinds of changes of control, the holders of the Notes will have the right to cause the Issuers to repurchase some or all of the Notes at 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
If the Issuer or its restricted subsidiaries sell certain of their assets, under certain circumstances, the Issuers may be required to use the net cash proceeds to make an offer to purchase Notes at an offer price in cash in an amount equal to not less than 100% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The Indenture, among other things, limits the Issuer’s ability and the ability of its restricted subsidiaries to (1) pay dividends, redeem or repurchase the Issuer’s capital stock or make other restricted payments, (2) make investments, (3) incur indebtedness or issue certain disqualified equity, (4) create certain liens, (5) incur obligations that restrict the ability of the Issuer’s restricted subsidiaries to make dividend or other payments to the Issuer or its other restricted subsidiaries, (6) consolidate, merge or transfer all or substantially all of their assets, taken as a whole, (7) enter into transactions with affiliates and (8) create or designate unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications. In addition, if for such period of time, if any, that the Notes have received investment grade ratings from both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. and no default or event of default exists under the Indenture, the Issuer and its restricted subsidiaries will not be subject to certain of the covenants listed above.
The Indenture contains customary events of default which could, subject to certain conditions, cause the Notes to become immediately due and payable.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth in Item 1.01 above with respect to the Indenture and the Notes is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.
Tender Offer Pricing and Expiration and Results
On September 19, 2025, the Company issued a press release announcing the expiration and results of the Issuers’ Concurrent Tender Offer for any and all of their outstanding 2028 Notes. On September 25, 2025, the Issuers purchased $471,534,884 in principal amount of the 2028 Notes that were validly tendered and not validly withdrawn.
Satisfaction and Discharge of the 2028 Notes
On September 25, 2025, the Issuers issued a redemption notice for the remaining 2028 Notes that were not validly tendered pursuant to the Concurrent Tender Offer (the “Remaining 2028 Notes”). The redemption notice specified a redemption date of November 15, 2025 for the Remaining 2028 Notes. The Issuers concurrently delivered and irrevocably deposited amounts with the Trustee (the “Trust Amounts”) in amounts sufficient to fund the payment of the principal amount of, and accrued and unpaid interest on, the Remaining 2028 Notes on the November 15, 2025, redemption date. After the deposit of such Trust Amounts, the indenture governing the 2028 Notes (the “2028 Notes Indenture”) was satisfied and discharged with respect to the 2028 Notes in accordance with its terms. The Issuers funded the Trust Amounts using cash on hand. As a result of the satisfaction and discharge of the 2028 Notes Indenture, the Issuers have been released from their obligations under the 2028 Notes Indenture with respect to the 2028 Notes, except those provisions of the 2028 Notes Indenture that, by their terms, survive the satisfaction and discharge of the 2028 Notes Indenture.
