Item 8.01. Other Events.
On February 4, 2013, the Company issued $275 million principal amount of 4.125%
Senior Notes due 2018 (the "Five-Year Notes"). On the same date, the Company
also issued $175 million principal amount of 4.750% Senior Notes due 2022 that
have terms identical with, and have the same CUSIP number as, the $350 million
aggregate principal amount of 4.750% Senior Notes due 2022 that the Company
issued on October 23, 2012 (the "Additional 4.750% Notes", and together with the
Five-Year Notes, the "Notes"). The Notes are guaranteed by most, but not all, of
the Company's subsidiaries, but the guarantee by particular subsidiaries may be
suspended or terminated under some circumstances. The Notes were sold to initial
purchasers for resale to qualified institutional investors under SEC Rule 144A
or to non-U.S. persons under SEC Regulation S.
Interest on the Five-Year Notes will be paid on March 15 and September 15 of
each year, beginning with September 15, 2013. The Five-Year Notes will mature on
December 1, 2018. The Five-Year Notes will be redeemable by the Company at any
time for the present value of the remaining payments of interest and principal,
discounted at the interest rate on the most nearly comparable Treasury
securities plus 50 basis points (but not less than 100% of their principal
amount), except that if the redemption is within 60 days before the maturity
date of the Five-Year Notes, the redemption price will be 100% of the principal
amount of the Five-Year Notes. In either case, the redemption price will be
accompanied by accrued but unpaid interest to the redemption date.
Interest on the Additional Notes will be paid on May 15 and November 15 of each
year. The Additional Notes will mature on November 15, 2022. The Additional
Notes will be redeemable by the Company at any time for the present value of the
remaining payments of interest and principal, discounted at the interest rate on
the most nearly comparable Treasury securities plus 50 basis points (but not
less than 100% of their principal amount), except that if the redemption is
within 90 days before the maturity date of the Additional Notes, the redemption
price will be 100% of the principal amount of the Additional Notes. In either
case, the redemption price will be accompanied by accrued but unpaid interest to
the redemption date.
The sale of the Notes was not registered under the Securities Act of 1933, as
amended, but the Company has agreed to file registration statements under the
Securities Act registering offers to exchange Five-Year Notes and Additional
Notes that have been registered under the Securities Act for the initially
issued Five-Year Notes and Additional Notes.
The Notes were delivered and paid for on February 4, 2013. The payment for the
Additional Notes included accrued interest since November 15, 2012, the last
previous interest payment date for the Additional Notes. The net proceeds of the
sale of the Notes will be used for working capital and for general corporate
purposes, which may include repayments or repurchases of outstanding senior
notes.