The Issuer received net proceeds from the sale of the New Notes of approximately $990 million, after
deducting the initial purchasers discounts and commissions and estimated offering expenses. The Company used the net proceeds, together with cash on hand, and cash received from the funding of the Facility (as defined below) to pay the
purchase price and accrued interest (together with fees and expenses) required in connection with the Tender Offers (as defined below).
The New Notes
were issued under an indenture, dated as of August 22, 2018 (the Indenture), by and among the Issuer, the Subsidiary Guarantors and Wilmington Trust, National Association, as trustee.
The Indenture provides for the full and unconditional guarantee by the Subsidiary Guarantors of the punctual payment of the principal of, premium, if any,
interest on and all other amounts due under the New Notes and the Indenture (the Guarantees).
Interest on the New Notes will accrue from
August 22, 2018, at a rate of 5.500% per annum. Interest on the New Notes will be payable by the Issuer on March 1 and September 1 of each year, beginning on March 1, 2019. The New Notes will mature on September 1, 2026.
Prior to September 1, 2021, the Issuer will have the option to redeem all or any portion of the New Notes at a redemption price equal to 100% of the
aggregate principal amount of the New Notes being redeemed, plus a make-whole premium and accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after September 1, 2021, the Issuer may redeem all or any portion of
the New Notes at various redemption prices set forth in the Indenture. Prior to September 1, 2021, the Issuer may also redeem up to 40% of the New Notes at a price equal to 105.500% of the aggregate principal amount of the New Notes, plus
accrued and unpaid interest, if any, to, but excluding, the redemption date, using the proceeds of certain equity offerings of the Issuer or any direct or indirect parent entity of the Issuer to the extent such proceeds are contributed to the common
equity capital of the Issuer.
Upon (i) the occurrence of a change of control and (ii) a downgrade by one or more gradations, or the withdrawal,
in either case, of the rating of the New Notes within 60 days after the change of control by at least two of Moodys Investors Service, Inc., Standard & Poors Financial Services LLC or Fitch Ratings Inc., the Issuer will be
required to make an offer to repurchase all or any portion of the outstanding New Notes at a price in cash equal to 101% of the aggregate principal amount of the New Notes repurchased, plus any accrued and unpaid interest to, but excluding, the
repurchase date, subject to the rights of holders thereof on the relevant record date to receive interest due on the relevant interest payment date.
The
Indenture contains certain covenants and restrictions, including, among others, restrictions on the ability of the Issuer and its subsidiaries, as applicable, to create certain liens, merge or consolidate with another entity, and sell all or
substantially all of their assets.
The foregoing description of the Indenture and the New Notes does not purport to be complete and is qualified in its
entirety by reference to the Indenture and the forms of New Notes, copies of which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K (this Current Report) and are incorporated by reference herein.