Item 8.01. Other Events.
The Merger remains subject to certain customary closing conditions, including the receipt of regulatory approvals, and is expected to close by the end of the first quarter of 2022.
In connection with the Merger, on
The redemption price for the 2025 Notes is 100.0% of the principal amount of the 2025 Notes redeemed plus the Applicable Premium (as defined in the indenture governing the 2025 Notes) as of the Redemption Date, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date. The redemption price for the 2026 Notes is 102.6250% of the principal amount of the 2026 Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
This Current Report on Form 8-K does not constitute a notice of redemption under the optional redemption provisions of the indenture governing either series of Notes.
Special Note Regarding Forward-Looking Statements.
The Company has made statements in this Current Report on Form 8-K and other
reports, filings, and other public written and verbal announcements that are
forward-looking and therefore subject to risks and uncertainties, and you should
not place undue reliance on these forward-looking statements. All statements,
other than statements of historical fact, included in this document are, or
could be, "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and are made in reliance on the safe
harbor protections provided thereunder. These forward-looking statements relate
to the timing and conditions to the redemption of the Notes, outcome of
regulatory proceedings, satisfaction of the conditions to the consummation of
the Merger, and other matters. These cautionary statements should not be
construed by you to be exhaustive and are made only as of the date of this
Current Report on Form 8-
Forward-looking statements are subject to certain risks and uncertainties that could cause actual results, expectations, or outcomes to differ materially from our historical experience as well as management's present expectations or projections. These risks and uncertainties include, but are not limited to: (i) the occurrence of any
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event, change or other circumstances that could give rise to the termination of the Merger Agreement; (ii) the inability to complete the Merger due to the failure to satisfy conditions of the Merger within the proposed timeframe or at all (including receipt of regulatory approvals); (iii) risks related to disruption of management's attention from the Company's ongoing business operations due to the Merger; (iv) the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against the Company and others relating to the Merger Agreement; (v) the risk that the pendency of the Merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the Merger; (vi) the effect of the announcement of the proposed Merger on the Company's relationships with its customers, suppliers, key stakeholders, employees, operating results and business generally; (vii) risks related to the Company's business or stock price as a result of uncertainty surrounding the Merger; (viii) the amount of the costs, fees, expenses and charges related to the Merger; and (ix) other risks to consummation of the proposed Merger, including the risk that the Merger will not be consummated within the expected time period or at all. Consider these factors carefully in evaluating the forward-looking statements.
All forward-looking statements in this communication are made based on
management's current expectations and assumptions, which are subject to known
and unknown risks, uncertainties and other important factors that could cause
actual results to differ materially from those expressed in forward-looking
statements. These risks and uncertainties are more fully described in the
Company's latest Annual Report on Form 10-K, including but not limited to "Part
I, Item 1A. Risk Factors" and "Part II, Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" therein, and in the
Company's other filings with the
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