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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On May 28, 2020, we agreed to sell $1.0
billion aggregate principal amount of our 9.750% Senior Notes due 2025, or the Notes, in an underwritten public offering. The Notes
are expected to be issued on or about June 2, 2020. The Notes will be fully and unconditionally guaranteed, on a joint and several
basis and on a senior unsecured basis, by all of our subsidiaries, except for our foreign subsidiaries and certain other excluded
subsidiaries. The Notes and the guarantees thereof will be issued under our Indenture, dated February 18, 2016, or the Base Indenture,
between us and U.S. Bank National Association, as trustee, or U.S. Bank, and a supplemental indenture thereto, to be dated on or
about June 2, 2020, or the Supplemental Indenture, among us, the subsidiary guarantors and U.S. Bank. The Notes will be our senior
unsecured obligations and the guarantees will be the subsidiary guarantors’ senior unsecured obligations.
The Notes will be subject to certain restrictive
financial and operating covenants, including covenants that restrict our ability to incur debts, including debts secured by mortgages
on our properties, in excess of calculated amounts and require us to maintain certain financial ratios.
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 is filed as Exhibit
4.1 to our Current Report on Form 8-K, filed with the Securities and Exchange Commission, or SEC, on February 18, 2016, which is incorporated herein by reference.
The Notes will be sold to the public at
100% of their principal amount. We expect to use the approximately $983.5 million of net proceeds from the offering of the Notes
(after deducting estimated offering expenses and underwriters’ discounts) for general business purposes, including to repay
our $250.0 million term loan and to reduce amounts outstanding under our revolving credit facility.
Affiliates of certain of the underwriters
are lenders under our $250.0 million term loan and our revolving credit facility and will receive pro rata portions of
the net proceeds from this offering used to repay amounts outstanding thereunder. Some of the underwriters and their affiliates
have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business
with us. They have received, and may in the future receive, customary fees and commissions for these transactions
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:
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We expect to issue and deliver the Notes on or about June 2, 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
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Our current intent is to use the proceeds from the offering of the Notes for general business purposes, including to repay
our $250.0 million term loan and to reduce amounts outstanding under our revolving credit facility. However, the receipt and use
of the proceeds is dependent on the completion of this offering and may not occur.
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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.