Item 8.01. Other Events

Attached as Exhibit 99.1 and incorporated herein by reference, is a copy of the Company's press release dated September 28, 2012, announcing the pricing of its offering of $600 million in aggregate principal amount of Senior Notes due 2023 (the "Senior Notes"). The Senior Notes will mature on April 15, 2023, will have an interest rate of 5.75% and will be issued at 100% of par value, providing a yield to maturity to investors of 5.75%. Interest will be paid semi-annually on the 15th day of April and October beginning April 15, 2013.

The net proceeds of the offering, along with cash on hand, are expected to be used to purchase any of the 8.125% Senior Notes due 2016 tendered in the Company's proposed tender offer, to redeem any of the 8.125% Senior Notes due 2016 not tendered, to prepay in full the outstanding Term B Loans under its senior credit facilities and to pay fees and expenses in connection with these transactions.

The Senior Notes will be sold pursuant to the Company's shelf registration statement on file with the Securities and Exchange Commission. The managing underwriters and joint book-running managers for the transaction are Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc., U.S. Bancorp Investments, Inc., and Goldman Sachs & Co.

Item 9.01. Financial Statements and Exhibits

Exhibit No. Description of Exhibit

99.1 Press Release dated September 28, 2012.

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