Item 8.01
Other Events.
On July 3, 2017, the Company issued a press release announcing that it had received the requisite consents in its cash tender offers (the Tender Offers) and consent solicitations (the Consent Solicitations) made pursuant to the offer to purchase and consent solicitation statement dated June 19, 2017 (the Offer to Purchase and Consent Solicitation Statement) to execute (i) the Fourth Supplemental Indenture, dated as of July 3, 2017 (the Fourth Supplemental Indenture), among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), to the indenture governing the Companys 7.375% Senior Notes due 2019 (CUSIP No. 693320AR4) (the 2019 Notes), and (ii) the Fifth Supplemental Indenture, dated as of July 3, 2017 (the Fifth Supplemental Indenture and, together with the Fourth Supplemental Indenture, the Supplemental Indentures), among the Company and the Trustee, to the indenture governing the Companys 6.375% Senior Notes due 2021 (CUSIP No. 693320AS2) (the 2021 Notes and, together with the 2019 Notes, the Notes).
The Early Tender Deadline for the Tender Offers and Consents Solicitations was 5:00 p.m., New York City time, on June 30, 2017 (the Early Tender Deadline). As of the Early Tender Deadline, (i) $
177,454,000 aggregate principal amount of 2019 Notes had been validly tendered and not withdrawn, which represented approximately 64.53% of the outstanding aggregate principal amount of the 2019 Notes, and (ii) $318,407,000 aggregate principal amount of 2021 Notes had been validly tendered and not withdrawn, which represented approximately 93.65% of the outstanding aggregate principal amount of the 2021 Notes. On July 3, 2017, the Company accepted for purchase and payment all of the Notes that were validly tendered and not withdrawn on or prior to the Early Tender Deadline.
The Supplemental Indentures were executed on July 3, 2017, and
became operative upon payment by the Company with respect to the Notes on such date. The Supplemental Indentures eliminate or modify substantially all of the restrictive covenants as well as certain events of default and other provisions contained in each of the indentures governing the Notes, give effect to the consent to the Sales (as defined in the Offer to Purchase and Consent Solicitation Statement) and waive any potential default that may occur resulting from the Sales. A copy of the Fourth Supplemental Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by reference. A copy of the Fifth Supplemental Indenture is attached hereto as Exhibit 4.2 and is incorporated herein by reference.
A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference
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The Company has certain relationships and engages in various transactions with the Trustee and its affiliates (collectively, BNY Mellon), including financial services, commercial banking and other transactions. In addition to functioning as the indenture trustee with respect to the Notes, BNY Mellon has functioned, and continues to function, as the custodian for the Companys mortgage loan files. These transactions were entered into in the ordinary course of business upon terms substantially the same as those prevailing at the time for comparable transactions. BNY Mellon has received, or may in the future receive, customary fees for these transactions.
Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are the dealer managers in connection with the Tender Offers and the Consent Solicitations.
The dealer managers have engaged in, and may in the future engage in, investment banking, commercial banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. The dealer managers have received, or may in the future receive, customary fees and commissions for these transactions.
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