Item 1.01. Entry into a Material Definitive Agreement.
On
The Term Facility consists of a five-year term loan facility in an aggregate
principal amount of
The Revolving Facility consists of a five-year revolving credit facility with
aggregate commitments in an amount equal to
The indebtedness, obligations and liabilities under the Facilities are
unconditionally guaranteed jointly and severally on an unsecured basis by the
Company and
Prior to maturity, the Borrowers are only required to prepay the Revolving Facility in the event that the loans outstanding under the Revolving Facility (inclusive of any letters of credit issued) exceed the relevant commitments thereof. The Borrowers are not required to prepay the Term Facility at any point prior to maturity. The Borrowers may voluntarily prepay outstanding loans under the Facilities in whole or in part at any time without premium or penalty, subject to payment of customary breakage costs in the case of BSBY rate loans. Voluntary prepayments of the Term Facility will be applied to the remaining installments thereof at the direction of the Borrowers while voluntary prepayments of the Revolving Facility will be applied ratably among the lenders thereof. Commitments under the Revolving Facility may be reduced in whole or in part at any time without premium or penalty.
The Facilities contain negative and affirmative covenants and events of default customary for credit facilities of this type.
Outstanding borrowings under the Facilities will accrue interest, at the option of the Borrowers, at a per annum rate of (i) a BSBY rate plus the applicable spread or (ii) a base rate plus the applicable spread. The applicable margin for borrowings under the Facilities is subject to a ratings-based pricing grid with the BSBY rate ranging from 0.875% to 1.375%, depending on the Borrowers' credit ratings. During an event of default, overdue principal under the Facilities may bear interest at a rate 2.00% in excess of the otherwise applicable rate of interest.
The Borrower will pay certain fees with respect to the Facilities, including an unused commitment fee on the undrawn portion of the Revolving Facility of between 0.090% and 0.200%, depending on Borrowers' credit rating, as well as certain other fees.
The summary is qualified in its entirety by reference to the Credit Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
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Item 1.02. Termination of a Material Definitive Agreement.
On
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 above in Item 1.01 and Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Certain Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 10.1 Credit Agreement, dated as ofNovember 18, 2021 , by and amongAllegion plc (the "Company") andAllegion US Holding Company Inc. ("Allegion US Holding " and together with the Company, the "Borrowers"), as Borrowers, the lenders and issuing banks party thereto, andBank of America, N.A ., as administrative agent 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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