Current Report — Form 8-K Filing Table of Contents
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Stock, $0.01 par value per share
iCERN
iThe Nasdaq Stock Market LLC
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On October 8, 2020, the Company entered into a First Amendment to Master Note Agreement (the "Amendment") with the Purchasers listed therein amending the Shelf Agreement.Pursuant to the Amendment,AIG Asset Management (U.S.), LLC, Barings LLC and NYL Investors LLC were added as Investor Group Representatives and, together with their affiliates, Purchasers; and the total aggregate principal amount of Notes that the Company may issue under the Shelf Agreement was increased from $1,050,000,000 to $1,800,000,000. In addition,
the Amendment adds flexibility for the Purchasers to quote up to a 12-year tenor (as opposed to a maximum 10-year tenor).The remaining terms of the Shelf Agreement remain the same.
Under the Shelf Agreement, as amended by the Amendment, the Company may issue and sell up to an aggregate principal amount of $1,800,000,000 of Notes, minus any amount of any issued Notes outstanding, over a three-year period (until November 11, 2021).As of the date of this current report on Form 8-K, $1,500,000,000 remains available for issuance under the Shelf Agreement.The
Company will apply the proceeds of the sale of the Notes for general corporate purposes.
The representations, warranties and covenants contained in the Amendment were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the parties and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 with respect to the terms of, and the financial obligations created by, the Shelf Agreement, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
