8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 23, 2020

MVC Capital, Inc.

(Exact name of registrant as specified in its charter)

Delaware	814-00201	94-3346760
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

287 Bowman Avenue, 2nd Floor Purchase, New York	10577
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (914) 701-0310

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.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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
Common Stock	MVC	New York Stock Exchange
Senior Notes	MVCD	New York Stock Exchange

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  ☐

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.  ☐

Introductory Note

As previously disclosed, on August 10, 2020, MVC Capital, Inc., a Delaware corporation (the “Company”), entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) with Barings BDC, Inc., a Maryland corporation (“Barings BDC”), Mustang Acquisition Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Barings BDC (“Acquisition Sub”), and Barings LLC, a Delaware limited liability company and the investment adviser of Barings BDC (“Barings”). The Merger Agreement provides, among other things, that, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Acquisition Sub will merge with and into the Company (the “First Step”), with the Company as the surviving corporation (the “Surviving Corporation”), and (ii) following the completion of the First Step, the Surviving Corporation will merge with and into Barings BDC (the “Second Step”, and, together with the First Step, the “Merger”), with Barings BDC surviving the Merger.

On December 23, 2020, upon the terms and subject to the conditions set forth in the Merger Agreement, the Merger was completed. At the effective time of the First Step (the “Effective Time”), the separate corporate existence of Acquisition Sub ceased, and the Company survived the merger as a wholly owned subsidiary of Barings BDC. Following the completion of the First Step, the Company merged with and into Barings BDC, with Barings BDC surviving the Second Step.

The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K filed on August 11, 2020 and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

Amended and Restated Investment Advisory Agreement

On December 23, 2020, in connection with the consummation of the transactions contemplated by the Merger Agreement, the Amended and Restated Investment Advisory and Management Agreement, dated as of April 14, 2009, by and between the Company and The Tokarz Group Advisers LLC terminated automatically.

Repayment in Full of Credit Facilities

On December 23, 2020, in connection with the consummation of the transactions contemplated by the Merger Agreement, the Company repaid in full and terminated (i) the Secured Revolving Credit Agreement, dated July 31, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “BB&T Credit Agreement”), by and between the Company and Truist Bank (formerly known as Branch Banking and Trust Company), as lender, and the other Loan Documents (as defined in the BB&T Credit Agreement, and together with the BB&T Credit Agreement, collectively, the “BB&T Credit Documents”), and (ii) the Credit and Security Agreement, dated January 29, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “PUB Credit Agreement” and together with the BB&T Credit Agreement, the “Credit Agreements”), by and between the Company and People’s United Bank, National Association, as agent, and the other Loan Documents (as defined in the PUB Credit Agreement, and together with the PUB Credit Agreement, collectively, the “PUB Credit Documents”). The Company repaid the full amount of outstanding obligations under the BB&T Credit Agreement, which totaled approximately $16,000, and the BB&T Credit Documents were terminated. The Company repaid or cash collateralized, as applicable, the full amount of outstanding obligations under the PUB Credit Agreement, which totaled approximately $4,000,000, and the PUB Credit Documents were terminated.

Redemption of Notes; Satisfaction and Discharge of Indenture

On December 23, 2020, the Company caused to be issued a notice of redemption with respect to all of its outstanding 6.25% senior notes due 2022 (the “Notes”). The Company expects to redeem $95 million in aggregate principal amount of the issued and outstanding Notes on January 22, 2021 (the “Redemption Date”) at 100% of their principal amount, plus the accrued and unpaid interest thereon through, but excluding, the Redemption Date. The Company and Barings BDC deposited with U.S. Bank, National Association, the trustee for the Notes (the “Trustee”), funds from cash on hand sufficient to satisfy all obligations remaining to the Redemption Date under the Indenture, dated as of February 26, 2013 (the “Indenture”), and the Second Supplemental Indenture, dated as of November 15, 2017 (the “Second Supplemental Indenture”). On December 23, 2020, the Trustee entered into a Satisfaction and Discharge of Indenture with respect to the Indenture and the Second Supplemental Indenture as to the Notes.

This description of the Satisfaction and Discharge of Indenture is not complete and is qualified in its entirety by the actual terms of such Satisfaction and Discharge of Indenture, a copy of which is incorporated herein by reference and attached hereto as Exhibit 4.1.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information in this Current Report on Form 8-K set forth under the Introductory Note and under Item 1.02 is incorporated by reference into this Item 2.01.

As described above, the Merger closed on December 23, 2020. In accordance with the terms of the Merger Agreement, at the Effective Time, each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by a subsidiary of the Company or held, directly or indirectly, by Barings BDC or Acquisition Sub) was converted into the right to receive (i) an amount in cash from Barings, without interest, equal to $0.39492, and (ii) 0.9790836shares of Barings BDC common stock, par value $0.001 per share (the “Barings BDC Common Stock”), which ratio gives effect to the Euro-dollar exchange rate adjustment mechanism in the Merger Agreement, plus any cash in lieu of fractional shares. As of immediately prior to the Effective Time, there were 47,961,753 shares of Barings BDC Common Stock issued and outstanding and 17,725,118 shares of Company Common Stock issued and outstanding.

The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K filed on August 11, 2020 and is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule; Transfer of Listing.

In connection with the closing of the transactions contemplated by the Merger Agreement, on December 23, 2020, the Company notified the New York Stock Exchange (“NYSE”) of the consummation of Merger and requested that NYSE file with the U.S. Securities and Exchange Commission a Form 25 Notification of Removal of Listing and/or Registration to delist the shares of the Company Common Stock and the Notes under Section 12(b) of the Securities Exchange Act of 1934, as amended. As a result, trading of shares of the Company Common Stock and the Notes on NYSE was suspended after the closing of trading on December 23, 2020. The information contained in Item 2.01 is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information contained in Items 2.01 and 3.01 is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

As a result of the First Step, a change in control of the Company occurred. The information contained in Item 2.01 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, as of the Effective Time, (i) each of the officers and directors of the Company ceased to be officers and directors of the Company and (ii) the officers and directors of Acquisition Sub, each as of immediately prior to the Effective Time, became the directors and officers of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated and the bylaws of Acquisition Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Company (as the Surviving Corporation). The certificate of incorporation and bylaws of the Company (as the Surviving Corporation), each as in effect immediately following the Effective Time, are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 23, 2020, the Company held a special meeting of stockholders (the “Special Meeting”), where the Company’s stockholders approved two proposals. The issued and outstanding shares of Company Common Stock entitled to vote at the Special Meeting consisted of 17,725,118 shares outstanding on the record date, October 29, 2020. The final voting results from the Special Meeting were as follows:

Proposal 1:

To adopt the Merger Agreement.

For	Against	Abstain
12,244,964	45,453	39,742

Proposal 2:

To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies, in the event that there were insufficient votes at the time of the Special Meeting to approve Proposal 1.

For	Against	Abstain
12,235,599	61,787	32,773

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
2.1*	Agreement and Plan of Merger, dated as of August 10, 2020, by and among Barings BDC, Inc., Mustang Acquisition Sub, Inc., MVC Capital, Inc., and Barings LLC (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 11, 2020).
*	Exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
3.1	Amended and Restated Certificate of Incorporation of MVC Capital, Inc.
3.2	Ninth Amended and Restated Bylaws of MVC Capital, Inc.
4.1	Satisfaction and Discharge of Indenture, dated December 23, 2020, and relating to the Indenture, dated as of February 26, 2013, as supplemented by the Second Supplemental Indenture, dated as of November 15, 2017, among the Company and U.S. Bank, National Association, relating to the 6.25% Senior Notes due 2022.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BARINGS BDC, INC. as successor by merger to MVC Capital, Inc.
	By:	/s/ Jonathan Bock
		Name: Jonathan Bock
		Title: Chief Financial Officer
Date: December 23, 2020

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

MVC CAPITAL, INC.

1.         Name.  The name of the Corporation is MVC Capital, Inc.

2.        Registered Office and Agent.  The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, DE 19801.  The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

3.        Purpose.  The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware and to possess and exercise all of the powers and privileges granted by such law and any other law of Delaware.

4.        Authorized Capital.  The aggregate number of shares of stock which the Corporation shall have authority to issue is One Hundred (100) shares, all of which are of one class and are designated as Common Stock and each of which has a par value of $0.01.  Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes.  Each share of Common Stock shall have one vote, and the Common Stock shall vote together as a single class.

5.         Bylaws.  The board of directors of the Corporation is authorized to adopt, amend or repeal the bylaws of the Corporation, except as otherwise specifically provided therein.

6.         Elections of Directors.  Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

7.        Right to Amend.  The Corporation reserves the right to amend any provision contained in this Certificate as the same may from time to time be in effect in the manner now or hereafter prescribed by law, and all rights conferred on stockholders or others hereunder are subject to such reservation.

8.         Limitation on Liability.  The directors of the Corporation shall be entitled to the benefits of all limitations on the liability of directors generally that are now or hereafter become available under the General Corporation Law of Delaware.  Without limiting the generality of the foregoing, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.  Any repeal or modification of this Section 9 shall be prospective only, and shall not affect, to the detriment of any director, any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

9.         Business Combinations with Interested Stockholders. The Corporation elects not to be governed by Section 203 of the Delaware General Corporation Law.

2

EX-3.2

Exhibit 3.2

NINTH AMENDED AND RESTATED

BYLAWS

OF

MVC CAPITAL, INC.

(THE “CORPORATION”)

ARTICLE I

OFFICES

1.1          Registered Office.  The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, DE 19808.  The name of the Corporation’s registered agent at such address is Corporation Service Company.

1.2          Other Offices.  The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the board of directors of the Corporation may from time to time select or the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

2.1            Meetings.

2.1.1         Place.  Meetings of the stockholders shall be held at such place as may be designated by the board of directors.

2.1.2         Annual Meeting.  An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors.

2.1.3         Special Meetings.  Special meetings of the stockholders may be called at any time by any officer, or the board of directors, or the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote at the meeting.

2.1.4        Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote on a particular matter shall constitute a quorum for the purpose of considering such matter.

2.1.5        Voting Rights.  Except as otherwise provided herein, in the certificate of incorporation or by law, every stockholder shall have the right at every meeting of stockholders to one vote for every share standing in the name of such stockholder on the books of the Corporation which is entitled to vote at such meeting. Every stockholder may vote either in person or by proxy.

ARTICLE III

DIRECTORS

3.1           Number and Term.  The board of directors shall have authority to determine the number of directors to constitute the board.  The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.2 of this Article, and each director elected shall hold office until his or her successor is elected and qualified.

3.2          Vacancies.  Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced.

3.3           Meetings.

3.3.1          Place.  Meetings of the board of directors shall be held at such place as may be designated by the board or in the notice of the meeting.

3.3.2         Regular Meetings.  Regular meetings of the board of directors shall be held at such times as the board may designate. Notice of regular meetings need not be given.

3.3.3        Special Meetings.  Special meetings of the board may be called by direction of any officer or any member of the board on three days’ notice to each director, either personally or by mail, telegram or facsimile transmission.

3.3.4         Quorum.  A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting.

3.3.5        Voting.  Except as otherwise provided herein, in the certificate of incorporation or by law, the vote of a majority of the directors present at any meeting at which a quorum is present shall constitute the act of the board of directors.

3.3.6          Committees.  The board of directors may, by resolution adopted by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the board. Unless otherwise provided herein, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Except as otherwise provided herein, in the certificate of incorporation or by law, any such committee shall have and may exercise the powers of the full board of directors to the extent provided in the resolution of the board directing the committee.

2

ARTICLE IV

OFFICERS

4.1           Election.  At its first meeting after each annual meeting of the stockholders, the board of directors shall elect such officers as it deems advisable.

4.2          Authority, Duties and Compensation.  The officers shall have such authority, perform such duties and serve for such compensation as may be determined by resolution of the board of directors. Except as otherwise provided by board resolution, (i) the secretary shall be the chief executive officer of the Corporation, shall have general supervision over the business and operations of the Corporation, may perform any act and execute any instrument for the conduct of such business and operations and shall preside at all meetings of the board and stockholders, (ii) the other officers shall have the duties customarily related to their respective offices, and (iii) any vice president, or vice presidents in the order determined by the board, shall in the absence of the secretary have the authority and perform the duties of the secretary.

ARTICLE V

INDEMNIFICATION

5.1          Right to Indemnification.  The Corporation shall, to the full extent permitted by section 145 of the Delaware General Corporation Law (the “DGCL”), indemnify all present and former directors and officers of the Corporation and each person who is or was serving at the request of the Corporation as an officer or director of another corporation, partnership, joint venture, trust or other enterprise; provided, however, that the Corporation shall have no affirmative obligation pursuant to this Section 4.1 to take the actions permitted by subsections (f) and (g) of section 145 of the DGCL.  The Corporation hereby agrees that it is the indemnitor of first resort (i.e., its obligations to indemnitees are primary and the obligations of any other indemnitors, not including insurance carriers, shall be secondary), it shall be liable for the full amount of all indemnifiable amounts to the full extent legally permitted without regard to any rights indemnitor may have against any other indemnitor and that it irrevocably waives, and releases the such other indemnitors from, any claims against such other indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof.  The Corporation further agrees that no advancement or payment by any other indemnitors to or on behalf of indemnitees with respect to any claim for which such indemnitee has sought indemnification from the Corporation shall affect the foregoing, and any other indemnitors shall have a right of subrogation, to the extent of such advancement or payment, equal to all of the rights of recovery of indemnitees against the Corporation which would have applied had the other indemnitors not advanced or paid any amount.  If a court determines that subrogation is not available to the other indemnitors, then the other indemnitors shall have a right of contribution by the Corporation for amounts advanced or paid by such indemnitors based on the amount which the indemnitees could have received from the Corporation if the indemnitors had not advanced or paid any amount. Notwithstanding the foregoing, the Corporation shall not indemnify any officer of the Corporation for losses incurred or suffered in connection with any claim (i) arising out of or relating to any contract or agreement between such officer, on the one hand, and the Corporation or its subsidiaries, on the other hand, or (ii) by the Corporation against such officer, other than a claim brought by a third party in the right of the Corporation.

3

5.2          Advance of Expenses.  Expenses incurred by a director or officer of the Corporation in defending a proceeding shall be paid by the Corporation in advance of the final disposition of such proceeding subject to the provisions of any applicable statute.

5.3          Procedure for Determining Permissibility.  To determine whether any indemnification or advance of expenses under this Article IV is permissible, the board of directors by a majority vote of a quorum consisting of directors not parties to such proceeding may, and on request of any person seeking indemnification or advance of expenses shall be required to, determine in each case whether the applicable standards in any applicable statute have been met, or such determination shall be made by independent legal counsel if such quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested directors so directs, provided that, if there has been a change in control of the Corporation between the time of the action or failure to act giving rise to the claim for indemnification or advance of expenses and the time such claim is made, at the option of the person seeking indemnification or advance of expenses, the permissibility of indemnification or advance of expenses shall be determined by independent legal counsel. The reasonable expenses of any director or officer in prosecuting a successful claim for indemnification, and the fees and expenses of any special legal counsel engaged to determine permissibility of indemnification or advance of expenses, shall be borne by the Corporation.

5.4           Contractual Obligation.  The obligations of the Corporation to indemnify a director or officer under this Article IV, including the duty to advance expenses, shall be considered a contract between the Corporation and such director or officer, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the director or officer, such obligations of the Corporation in connection with a claim based on any act or failure to act occurring before such modification or repeal.

5.5          Indemnification Not Exclusive; Inuring of Benefit.  The indemnification and advance of expenses provided by this Article IV shall not be deemed exclusive of any other right to which one indemnified may be entitled under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

4.6          Insurance and Other Indemnification.  The board of directors shall have the power to (i) authorize the Corporation to purchase and maintain, at the Corporation’s expense, insurance on behalf of the Corporation and on behalf of others to the extent that power to do so has not been prohibited by statute, (ii) create any fund of any nature, whether or not under the control of a trustee, or otherwise secure any of its indemnification obligations, and (iii) give other indemnification to the extent permitted by statute.

ARTICLE V

TRANSFER OF SHARE CERTIFICATES

Transfers of share certificates and the shares represented thereby shall be made on the books of the Corporation only by the registered holder or by duly authorized attorney.  Transfers shall be made only on surrender of the share certificate or certificates.

4

ARTICLE VII

AMENDMENTS

These bylaws may be amended or repealed at any regular or special meeting of the board of directors by vote of a majority of all directors in office or at any annual or special meeting of stockholders by vote of holders of a majority of the outstanding stock entitled to vote.  Notice of any such annual or special meeting of stockholders shall set forth the proposed change or a summary thereof.

Effective: December 23, 2020

 

5

EX-4.1

Exhibit 4.1

U.S. BANK NATIONAL ASSOCIATION

As trustee (the “Trustee”) under the Indenture, dated as of February 26, 2013, between MVC Capital, Inc., a Delaware corporation (the “Company”) and the Trustee, as amended prior to the date hereof.

TO

MVC Capital, Inc.

a Delaware Corporation

Satisfaction and Discharge of Indenture

Dated as of December 23, 2020

Discharging the Indenture, dated as of February 26, 2013, as amended prior to the date hereof and as supplemented by the Second Supplemental Indenture, dated as of November 15, 2017, between the Company and the Trustee.

SATISFACTION AND DISCHARGE OF INDENTURE

THIS DOCUMENT, dated as of December 23, 2020 (hereinafter referred to as the “Satisfaction of Indenture”), relates to the Indenture, dated as of February 26, 2013 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture, dated as of November 15, 2017 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Indenture.

WHEREAS, on December 23, 2020, all of the Company’s outstanding 6.25% Senior Notes due 2022 (the “Notes”) were called for redemption under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company;

WHEREAS, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for redemption of the Notes, solely for the benefit of the Holders, an amount in U.S. dollars sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal and interest to, but excluding, January 22, 2021;

WHEREAS, the Company has irrevocably paid or caused to be irrevocably paid all other sums payable under the Indenture by the Company;

WHEREAS, the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided in the Indenture relating to the satisfaction and discharge of the Indenture as to the Notes have been complied with;

WHEREAS, pursuant to Section 4.01 of the Indenture, the Company has requested the Trustee to cancel and discharge the Indenture as to the Notes and to execute and deliver to the Company this Satisfaction of Indenture;

NOW, THEREFORE, THIS SATISFACTION OF INDENTURE WITNESSETH:

The Trustee, pursuant to the provisions of Section 4.01 of the Indenture, hereby acknowledges that the Company’s obligations under the Indenture as to the Notes have been satisfied and hereby cancels the Indenture as to the Notes, and the Indenture is hereby discharged as to the Notes and hereby ceases to be of further effect as to all Notes outstanding except with respect to those obligations that the Indenture provides shall survive the satisfaction and discharge thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, U.S. BANK NATIONAL ASSOCIATION has caused its corporate name to be hereunto affixed, and this instrument to be signed by one of its responsible officers, all as of the day and year first above written.

U.S. BANK NATIONAL ASSOCIATION, as

Trustee

/s/ Karen Beard

Name: Karen Beard

Title: Vice President

[Signature Page to 6.25% Notes Satisfaction and Discharge]