ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
New 364-Day Credit Agreement
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Borrowings under the 364-Day Revolving Facility bear interest at a rate equal to
an applicable interest rate margin plus, at the Company's option, either (a)
Adjusted Term SOFR (which is Term SOFR (as defined in the 364-Day Credit
Agreement) plus a credit spread adjustment of 0.10%, but in no event less than
0%) or (b) a base rate (which is the highest of (i) Citibank's publicly
announced "base rate", (ii) the federal funds rate plus 0.5% and (iii) Adjusted
Term SOFR for an interest period of one month, (but in no event less than 0%)
plus 1.00%). The Company is also required to pay a facility fee to the lenders
under the 364-Day Revolving Facility for any used and unused commitments. As of
The Company may voluntarily repay outstanding loans under the 364-Day Credit Agreement at any time without premium or penalty, other than customary "breakage" costs with respect to Adjusted Term SOFR loans.
The 364-Day Credit Agreement contains a number of customary affirmative and
negative covenants that, among other things, restrict, subject to certain
exceptions, the Company's and its subsidiaries' ability to: incur additional
liens; sell all or substantially all of the Company's assets; consummate certain
fundamental changes or change the Company's lines of business; and incur
additional subsidiary indebtedness. The 364-Day Credit Agreement also contains
financial covenants that require the maintenance of a minimum fixed charge
coverage ratio and a maximum leverage ratio, as well as customary events of
default, the occurrence of which could result in amounts borrowed under the
364-Day Revolving Facility becoming due and payable and remaining commitments
terminated prior to its
Certain lenders under the 364-Day Credit Agreement and their affiliates have, from time to time, provided investment banking, commercial banking, advisory and other services to the Company and/or its affiliates for which they have received customary fees and commissions and such lenders and their affiliates may provide these services from time to time in the future.
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Amendment No. 1 to the 2021 Credit Agreement
On
The Amendment replaced LIBOR with Adjusted Term SOFR as an interest rate benchmark under the Amended 2021 Credit Agreement. Pursuant to the Amendment, borrowings under the Revolving Facility bear interest at a rate equal to an applicable interest rate margin plus, at the Company's option, either (a) Adjusted Term SOFR (which is Term SOFR (as defined in the Amended 2021 Credit Agreement) plus 0.10%, but in no event less than 0%) or (b) a base rate (which is the highest of (i) Citibank's publicly announced "base rate", (ii) the federal funds rate plus 0.5% and (iii) Adjusted Term SOFR for an interest period of one month, (but in no event less than 0%) plus 1.00%). The applicable interest rate margins for borrowings and the facility fees under the Amended 2021 Credit Agreement are subject to adjustment from time to time based on the Company's long-term senior unsecured non-credit-enhanced debt ratings.
Certain lenders under the Amended 2021 Credit Agreement and their affiliates have, from time to time, provided investment banking, commercial banking, advisory and other services to the Company and/or its affiliates for which they have received customary fees and commissions and such lenders and their affiliates may provide these services from time to time in the future.
A copy of the 2021 Credit Agreement, the Amendment and the 364-Day Credit Agreement are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference. The descriptions of the 2021 Credit Agreement, the Amendment and the 364-Day Credit Agreement in this report are summaries and are qualified in their entirety by the terms of the 2021 Credit Agreement, the Amendment and the 364-Day Credit Agreement attached hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired. N/A
(b) Pro forma financial information. N/A
(c) Shell company transactions. N/A
(d) Exhibits. See Exhibit Index to this report.
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