SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2019

Sixth Amended and Restated Senior Credit Agreement

On February 3, 2020, the Company entered into an the sixth amendment and restatement (the "February 2020 Amendment") of its credit agreement with a syndicate of lending banks. The sixth amended and restated credit agreement makes an aggregate principal amount of up to approximately $2.2 billion available to the Company through the following facilities: (i) a $877.5 million term loan facility (decreased from $900 million), and (ii) a $1.3 billion revolving credit facility, which includes a $60 million sublimit for the issuance of standby letters of credit and a $60 million sublimit for swingline loans. The sixth amendment and restatement extends the credit facility’s maturity date from May 3, 2023 to February 3, 2025. The first mandatory repayment under the term loan portion of the sixth amended and restated credit agreement is due June 30, 2021.

In connection with the February 2020 Amendment, the Company’s maximum consolidated total leverage ratio in the financial covenants was modified to the following:



Fiscal Quarter		Maximum Consolidated Total Leverage Ratio

First fiscal quarter ending after the Closing Date through June 30, 2022		5.00 to 1.00
September 30, 2022 through June 30, 2023		4.50 to 1.00
September 30, 2023 and the last day of each fiscal quarter thereafter		4.00 to 1.00

Convertible Notes

On February 4, 2020, the Company offered and sold in a private placement $575.0 million of 0.5% convertible notes due in 2025. Upon conversion, the Notes may be settled in shares of Company's common stock, cash or a combination of cash and shares of the common stock, at the election of the Company. The initial conversion rate is 13.5739 shares of common stock per $1,000 principal amount of Notes. In connection with the offering of the Notes, the Company entered into privately negotiated convertible note hedge transactions. These transactions are expected generally to reduce potential dilution to the Company's common stock upon conversion of the Notes. The Company also entered into warrant transactions with the option counterparties. The warrant transactions could separately have a dilutive effect on the Company's common stock if the market price exceeds the strike price of the warrants. The Company intends to use:


•	Approximately $59.7 million of the net proceeds from the offering to pay the cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds from the sale of the warrant transactions).

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$100.0 million of the net proceeds from the offering to repurchase shares of the Company's stock. This includes up to approximately $7.6 million from certain purchasers of the convertible notes in conjunction with the closing of the offering. $92.4 million of the proceeds will be used to repurchase shares through an accelerated share repurchase transaction ("ASR"). Total shares repurchased through February 21, 2020 were 1,438,615.

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The remainder of the net proceeds for general corporate purposes, which may include repayment of a portion of the indebtedness under the Company's Senior Credit Facility. On February 10, 2020, the Company repaid $315.0 million of principal on the revolving portion of its Senior Credit Facility.