Item 1.02 Termination of a Material
Definitive Agreement.
Credit Agreement
As previously reported, the Company entered into that certain Credit Agreement, dated as of March 24, 2021 (as amended, the “Credit Agreement”), by and among the Company, as borrower, the several lenders from time to time party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent,
swingline lender, an issuing bank, lead arranger, bookrunner and syndication agent. On the Closing Date, in connection with the consummation of the Merger, the Company terminated and repaid in full all outstanding obligations due under the Credit
Agreement.
2033 Notes
As previously reported, the Company entered into that certain Senior Notes Indenture, dated as of October 10, 2014 (the “Base Indenture”), as amended and supplemented by the Third Supplemental Indenture, dated as of June 11, 2018 (the “Third
Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and between the Company, as issuer, and The Bank of New York Mellon, as
trustee, security registrar and paying agent (in each such capacity, the “Trustee”), relating to the Company’s 7.75% Senior Notes due 2033 (the “2033 Notes”). On the Closing Date, in connection with the consummation of the Merger, the Company (i) satisfied and discharged the Indenture and (ii) issued and delivered a notice of redemption
to the holders of the 2033 Notes to redeem all $100,000,000 in aggregate principal amount thereof at a redemption price equal to 100% of the principal amount to be redeemed plus the accrued and unpaid interest to, but excluding, the redemption date.
On the Closing Date, the Company deposited with the Trustee the applicable payments to satisfy and discharge the Indenture and to eventually redeem the 2033 Notes. The 2033 Notes are expected to be redeemed on June 15, 2023.
2024 Notes
As previously reported, the Company entered into that certain Note Purchase Agreement, dated as of April 25, 2019, as supplemented by
certain additional Note Purchase Agreements, dated as of May 3, 2019 (in each case, as amended or supplemented, collectively, the “Note Purchase Agreement”), by and between
the Company and the purchasers named therein, relating to the Company’s 7.25% Senior Notes due 2024 (the “2024 Notes”). On the Closing Date, in connection with the
consummation of the Merger, the Company issued and delivered a notice of redemption to holders of the 2024 Notes to redeem all $78,000,000 in aggregate principal amount thereof at a redemption price equal to the make-whole amount calculated in
accordance with the Note Purchase Agreement. The 2024 Notes are expected to be redeemed on March 13, 2023.