Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Credit Agreement
In anticipation of the closing of the Company's proposed acquisition of Chubb
Limited (the "Chubb Acquisition"), on
If the date on which the conditions of Amendment No. 2 are satisfied or waived (the "Funding Date"), which conditions include the contemporaneous closing of the Chubb Acquisition, does not occur prior to the earlier of (a) the outside date of the closing of the Chubb Acquisition, (b) termination of the Chubb Acquisition or closing thereof without funding the 2021 credit facilities, or (c) termination of Amendment No. 2 by the Borrower otherwise, Amendment No. 2 will cease to be in force and the Credit Agreement will revert to its provisions existing prior to the Effective Date.
On the Effective Date, (a) the 2021 incremental term loan lenders agreed to
provide a
On the Funding Date, among other things, (a) the Borrower will draw the
On the Funding Date, the interest rate applicable to the 2021 Term Loan is, at the Borrower's option, either (a) a base rate, plus an applicable margin equal to 1.75% or (b) a Eurocurrency rate (adjusted for statutory reserves) plus an applicable margin equal to 2.75%. Principal payments on the 2021 Term Loan will commence with the first quarter ending after the Funding Date and will be made in quarterly installments on the last day of each fiscal quarter, for a total annual amount equal to 1.00% of the initial aggregate principal amount of the 2021 Term Loan. The 2021 Term Loan matures on the seventh anniversary after the Funding Date. Additionally, the 2021 Term Loan is subject to the same mandatory prepayment provisions as the Company's existing term loans.
All other material terms of the Credit Agreement, as amended, will remain unchanged.
The closing of the Chubb Acquisition is subject to certain customary closing conditions, and there is no guarantee, and neither the Borrower nor the Company can provide any assurances, that the closing of the Chubb Acquisition will occur on or before the outside date, or at all.
The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
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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 of this Current Report on Form 8-K is hereby incorporated in this Item 2.03 by reference.
(d) Exhibits
The following exhibits are being filed or furnished as part of this Current Report on Form 8-K.
Exhibit Number Exhibit Title 10.1 Amendment No. 2 to Credit Agreement, datedDecember 16, 2021 , by and amongAPi Group DE, Inc. , (the "Borrower"),APi Group Corporation , certain subsidiaries of the Borrower party thereto,Citibank, N.A ., as collateral agent and administrative agent, and the lender and letter of credit issuers party thereto. 104.1 Cover Page Interactive Data File (embedded within the inline XBRL document).
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