Item 1.01. Entry into a Material Definitive Agreement.
On
On the Closing Date, commitments under the Existing Credit Agreement were terminated.
The Credit Facilities are guaranteed by
At the Company's option, loans issued under the Credit Agreement will bear interest at either LIBOR or an alternate base rate, in each case plus the applicable interest rate margin. Loans will initially bear interest at LIBOR plus 1.375% per annum, in the case of LIBOR borrowings, or at the alternate base rate plus 0.375%, in the alternative, through and including the date of delivery of a quarterly compliance certificate and thereafter the interest rate will fluctuate between LIBOR plus 1.250% per annum and LIBOR plus 1.750% per annum (or between the alternate base rate plus 0.250% per annum and the alternate base rate plus 0.750% annum), based upon the Consolidated Net Leverage Ratio (as defined in the Credit Agreement) at such time. In addition, the Company will initially be required to pay fees of 0.20% per annum on the daily unused amount of the Revolving Facility through and including the date of delivery of a compliance certificate, and thereafter the fee rate will fluctuate between 0.15% and 0.30% per annum, based upon the Consolidated Net Leverage Ratio.
The Credit Facilities may be prepaid at any time without premium. The TLA Facility will not amortize in each of the first and second years after the Closing Date and will amortize at a rate of 5.0% per annum, 10% per annum and 20% per annum in the third, fourth and fifth years, respectively, after the Closing Date (payable in equal quarterly installments), with the outstanding balance of the TLA Facility to be paid on the date that is five years after the Closing Date.
The Credit Agreement contains usual and customary representations and
warranties, and usual and customary affirmative and negative covenants,
including limitations on liens, additional subsidiary indebtedness, investments,
mergers, dispositions, restricted payments, changes in the nature of business,
affiliate transactions, restrictions on distributions by subsidiaries, use of
proceeds, accounting changes, passive holding company limitations on
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A copy of the Credit Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement filed with this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 10.1 Credit Agreement dated as ofJanuary 10, 2020 , amongAshland Global Holdings Inc. ,Ashland Chemco Inc. ,Ashland LLC ,Ashland Services B.V. , each lender from time to time party thereto, the Bank of Nova Scotia, as administrative agent, swing line lender and a letter of credit issuer, each other letter of credit issuer from time to time party thereto andCitibank, N.A ., as syndication agent 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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