At any time prior to June 30, 2024, the Company may redeem up to 40% of the original aggregate principal amount of the Notes at a redemption price equal to 104.875% of the principal amount of the Notes redeemed (plus accrued and unpaid interest, if any, to the date of redemption) in an amount not to exceed the net proceeds from a public or private equity offering; provided that the redemption occurs within 180 days of the closing of such equity offering, and at least 50% of the original aggregate principal amount of the Notes remains outstanding immediately after such redemption.
At any time prior to June 30, 2024, the Company may also redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes, plus a “make-whole” premium and accrued and unpaid interest, if any, to the redemption date.
In addition, at any time and from time to time prior to June 30, 2024, the Company may redeem, during each twelve-month period commencing with the issue date, up to 10% of the Notes at a price equal to 103% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the redemption date.
Covenants
The Indenture contains customary covenants that will limit the Company’s ability and, in certain instances, the ability of the Guarantors, to borrow money; create liens on assets; pay dividends or make other distributions on or repurchase or redeem the Company’s capital stock; prepay, redeem or repurchase certain debt; make loans or investments; sell assets; incur liens; enter into transactions with affiliates; enter into agreements restricting the Company’s subsidiaries ability to pay dividends; and consolidate, merge or sell all or substantially all of the Company’s assets. These limitations are subject to a number of important exceptions and qualifications set forth in the Indenture, including the suspension of certain of these covenants upon the Notes receiving investment grade credit ratings.
Change of Control
In the event of a change of control, the Company must offer to repurchase the Notes at a repurchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by the full text of the Indenture and the Notes, respectively, copies of which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, and incorporated herein by reference. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes.
Amendment to Revolving Credit Facility
Substantially concurrently with the issuance of the Notes, the Company amended its existing revolving credit facility, which is agented by Bank of America, N.A. (as so amended, the “new revolving credit facility”). The new revolving credit facility, among other things, (i) extends the maturity of the revolving credit facility to June 2026, (ii) decreases the revolving credit commitments thereunder to $350 million and (iii) permits the notes offering.
The new revolving credit facility is secured by liens on substantially all of the Company’s and the Guarantors’ assets.
The covenants in the new revolving credit facility, among other things, limit the Company’s ability and the ability of the Company’s restricted subsidiaries to (i) incur indebtedness, (ii) pay dividends or make other distributions, (iii) prepay, redeem or repurchase certain debt, (iv) make loans and investments, (v) sell assets, (vi) incur liens, (vii) enter into transactions with affiliates and (viii) consolidate or merge.
The foregoing description of the new revolving credit facility does not purport to be complete and is qualified in its entirety by the full text of the second amendment, a copy of which is filed as Exhibit 4.3 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
