Item 1.01 Entry into a Material Definitive Agreement.
OnNovember 22, 2022 (the "Closing Date"),L3Harris Technologies, Inc. ("L3Harris") established a new$2.25 billion , three-year senior unsecured term loan facility by entering into a Loan Agreement (the "Loan Agreement") with the lenders from time to time party thereto andJPMorgan Chase Bank, N.A . ("JPMorgan"), as administrative agent. The Loan Agreement provides for term loans in up to two separate draws no later thanJune 30, 2023 , with the proceeds to be used: (i) to finance the acquisition of Viasat, Inc.'s tactical data links product line; (ii) to repay all amounts underL3Harris' $250 million Floating Rate Notes due 2023; (iii) to pay the fees, costs and expenses incurred in connection with the foregoing; and (iv) for general corporate purposes in an amount up to$40 million . AtL3Harris' election, borrowings under the Loan Agreement will bear interest at: (i) the sum of the term secured overnight funding rate ("SOFR") rate for any tenor comparable to the applicable interest period, plus 0.10%, plus an applicable margin between 1.125% and 1.875% (initially 1.250%) that varies based on the ratings ofL3Harris' senior unsecured long-term debt securities (the "Senior Debt Ratings"); or (ii) the base rate (as described inL3Harris' Current Report on Form 8-K filed with theSecurities and Exchange Commission onAugust 4, 2022 (the "Existing Credit Agreement 8-K")), plus an applicable margin between 0.125% and 0.875% (initially 0.250%) that varies based on the Senior Debt Ratings. The Loan Agreement matures onNovember 21, 2025 .L3Harris may prepay amounts borrowed under the Loan Agreement at any time, andL3Harris is required to prepay all outstanding term loans ratably from the proceeds of any new indebtedness, subject to certain exceptions set forth in the Loan Agreement, including with respect to any proceeds received from: (i) the existing Revolving Credit Agreement, dated as ofJuly 29, 2022 (the "Existing Credit Agreement"), by and amongL3Harris , the lenders from time to time party thereto and JPMorgan as administrative agent; (ii) indebtedness incurred in the ordinary course of business; (iii) indebtedness used to fund any acquisition; (iv) refinancings; (v) commercial paper issuances; (vi) letters of credit; (vii) working capital facilities of foreign subsidiaries; and (viii) other indebtedness in an aggregate principal amount not greater than$500 million . At the Closing Date, no borrowings were outstanding under the Loan Agreement. The Loan Agreement requiresL3Harris to pay a quarterly unused commitment fee commencing onJanuary 17, 2023 at an applicable rate per annum between 0.090% and 0.250% (initially 0.110%) that varies based on the Senior Debt Ratings. The Loan Agreement also contains representations, warranties, covenants and events of default that are substantially similar to those in the Existing Credit Agreement, as described in the Existing Credit Agreement 8-K. Certain of the financial institutions party to the Loan Agreement and/or their respective affiliates are parties to the Existing Credit Agreement. Additionally, such financial institutions and/or their respective affiliates from time to time have performed, and may in the future perform, various financial advisory, commercial banking and investment banking services forL3Harris for which they have received or will receive customary fees and expenses.
The foregoing description of the Loan Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K related to the Loan Agreement is incorporated by reference into this Item 2.03.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit
Number Description 10.1* Loan Agreement, dated as ofNovember 22, 2022 , by and among
Cover Page Interactive Data File formatted in Inline XBRL. * Certain schedules and similar attachments have been omitted in reliance on Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K.L3Harris will provide, on a supplemental basis, a copy of any omitted schedule or attachment to theSecurities and Exchange Commission or its staff upon request. 2
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