Item 8.01. Other Events.
On June 16, 2020, we agreed to sell $150.0
million aggregate principal amount of our 6.375% Senior Notes due 2050, or the Notes, in an underwritten public offering. The Notes
are expected to be issued on or about June 23, 2020, and will be issued under our Indenture, dated July 20, 2017, or the Base Indenture,
and a supplemental indenture thereto, to be dated on or about June 23, 2020, or the Supplemental Indenture, between us and U.S.
Bank National Association, as trustee. We have granted the underwriters an option to purchase up to an additional $22.5 million
aggregate principal amount of the Notes. The Notes will be our senior unsecured obligations. The Notes will be subject to certain
restrictive financial and operating covenants, including covenants that restrict our ability to incur debts in excess of calculated
amounts, including debts secured by mortgages on our properties, and require us to maintain certain financial ratios.
The Notes will be sold to the public at
100% of their principal amount. We expect to use the $144.7 million of net proceeds from the offering of the Notes (after deducting
estimated offering expenses and underwriters’ discounts) to repay amounts outstanding under our revolving credit facility
and for general business purposes, which may include repaying $39.9 million of mortgage debt secured by one property that has an
annual interest rate of 3.6% as of March 31, 2020 and matures in August 2020.
The foregoing description of the covenants
applicable to the Notes is qualified in its entirety by reference to such covenants as they appear in the Supplemental Indenture,
the form of which is filed as Exhibit 4.2 to this Current Report on Form 8-K, or in the Base Indenture, which was filed as Exhibit
4.1 to our Current Report on Form 8-K, filed with the Securities and Exchange
Commission, or SEC, on July 21, 2017, which is incorporated herein by reference.
Some
of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking, commercial banking,
advisory and other dealings in the ordinary course of business with us. They have received, and may in the future receive, customary
fees and commissions for these engagements.
A prospectus supplement relating to the
Notes will be filed with the SEC. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Warning Concerning Forward-Looking Statements
This Current Report on Form 8-K contains
statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995
and other securities laws. Also, whenever we use words such as “believe”, “expect”, “anticipate”,
“intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives
of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our
present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results
may differ materially from those contained in or implied by our forward-looking statements as a result of various factors. For
example:
|
·
|
We expect to issue and deliver the Notes on or about June 23, 2020. In fact, the issuance and delivery of the Notes is subject
to various conditions and contingencies as are customary in underwriting agreements in the United States. If these conditions are
not satisfied or the specified contingencies do not occur, this offering may be delayed or may not be completed, and
|
|
·
|
Our current intent is to use the proceeds from the offering of the Notes to repay amounts outstanding under our revolving credit
facility and for general business purposes, which may include repaying $39.9 million of mortgage debt secured by one property that
has an annual interest rate of 3.6% as of March 31, 2020 and matures in August 2020. However, the receipt and use of the proceeds
is dependent on the completion of this offering and may not occur.
|
The information contained in our filings
with the SEC, including under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December
31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, identifies other important factors that could
cause our actual results to differ materially from those stated in or implied by our forward-looking statements. Our filings with
the SEC are available on the SEC’s website at www.sec.gov.
You should not place undue reliance upon
forward-looking statements.
Except as required by law, we do not intend
to update or change any forward-looking statements as a result of new information, future events or otherwise.