Item 1.01 Entry into a Material Definitive Agreement.
OnJuly 29, 2022 ,L3Harris Technologies, Inc. ("L3Harris") established a new$2 billion , five-year senior unsecured revolving credit facility (the "New Credit Facility") by entering into a Revolving Credit Agreement (the "New Credit Agreement") with (i) the lenders from time to time party thereto; (ii)JPMorgan Chase Bank, N.A ., as administrative agent, as an issuing bank for letters of credit and as swingline lender; (iii)Bank of America, N.A .,Citibank, N.A .,Morgan Stanley Senior Funding, Inc. ,Wells Fargo Bank, National Association , andU.S. Bank National Association , as co-syndication agents; and (iv)JPMorgan Chase Bank, N.A .,BofA Securities, Inc. ,Citibank, N.A .,Morgan Stanley Senior Funding, Inc. ,Wells Fargo Securities, LLC , andU.S. Bank National Association , as joint lead arrangers and joint bookrunners.
The New Credit Facility replaces
L3Harris had entered into the 2019 Credit Agreement with (i) the lenders from time to time party thereto; (ii)JPMorgan Chase Bank, N.A ., as administrative agent, as an issuing bank for letters of credit and as swingline lender; (iii)Citibank, N.A .,Bank of America, N.A .,Morgan Stanley MUFG Loan Partners, LLC andWells Fargo Bank, National Association , as co-syndication agents; and (iv)JPMorgan Chase Bank, N.A .,Citibank, N.A .,Bank of America Securities, Inc. ,Morgan Stanley MUFG Loan Partners, LLC andWells Fargo Securities, LLC , as joint lead arrangers and joint bookrunners. The 2019 Credit Agreement was terminated concurrently with the effectiveness of, and as a condition of entering into, the New Credit Agreement. No loans or letters of credit under the 2019 Credit Agreement were outstanding at the time of, or were repaid in connection with, such termination. The 2019 Credit Agreement was scheduled to terminate onJune 28, 2024 , andL3Harris incurred no early termination penalties as a result of such termination. The New Credit Agreement provides for the extension of credit toL3Harris in the form of revolving loans, swingline loans and letters of credit, at any time and from time to time during the term of the New Credit Agreement, in an aggregate principal amount at any time outstanding not to exceed$2 billion , with a sub-limit of$200 million for swingline loans and a sub-limit of$350 million for letters of credit. Borrowings under the New Credit Agreement may be denominated inU.S. Dollars, Euros, Sterling and any other currency (x) that is a lawful currency (other thanU.S. dollars) that is readily available and freely transferable and convertible intoU.S. Dollars, and (y) that is agreed to by the administrative agent and each of the lenders, with a non-U.S. currency sub-limit of$400 million . The New Credit Agreement includes a provision pursuant to which, from time to time,L3Harris may request that the lenders in their discretion increase the maximum amount of commitments under the New Credit Agreement by an amount not to exceed$1 billion . Only consenting lenders (including new lenders reasonably acceptable to the administrative agent) will participate in any increase.L3Harris has no obligation to offer the right to participate in such increase to any or all of the existing lenders. In no event will the maximum amount of credit extensions available under the New Credit Agreement exceed$3 billion . The proceeds of loans or letters of credit borrowings under the New Credit Agreement are restricted from being used for Hostile Acquisitions (as defined in the New Credit Agreement) or for any purpose in contravention of applicable laws.L3Harris is not otherwise restricted under the New Credit Agreement from using the proceeds of loans or letters of credit borrowings under the New Credit Agreement for working capital and other general corporate purposes or from using the New Credit Facility to refinance existing debt and to repay maturing commercial paper issued byL3Harris from time to time. Subject to certain conditions stated in the New Credit Agreement (including the absence of any default and the accuracy of certain representations and warranties),L3Harris may borrow, prepay and re-borrow amounts under the New Credit Agreement at any time during the term of the New Credit Agreement. The New Credit Agreement provides thatL3Harris may designate wholly-owned subsidiaries organized inthe United States ,Canada or theUnited Kingdom (or such other jurisdictions as all lenders shall approve) as borrowers under the New Credit Agreement. The obligations of any such subsidiary borrower shall be guaranteed byL3Harris . The New Credit Agreement provides thatL3Harris may from time to time designate certain of its subsidiaries as unrestricted subsidiaries. AtJuly 29, 2022 , no subsidiaries ofL3Harris were unrestricted subsidiaries under the New Credit Agreement. 1
-------------------------------------------------------------------------------- AtL3Harris' election, borrowings under the New Credit Agreement denominated inU.S. Dollars will bear interest either at (i) for each adjusted term SOFR loan, the sum of the term secured overnight funding rate ("SOFR") rate for any tenor comparable to the applicable interest period selected twoU.S. government securities business days prior to the commencement of such tenor, plus 0.10% (provided that if the adjusted term SOFR rate is less than 0%, then it shall be deemed 0%), plus an applicable margin, (ii) for each adjusted daily simple SOFR loan, SOFR for the day (the "SOFR Rate Day") that is fiveU.S. government securities business days prior to (x) if such day is aU.S. government securities business day, such SOFR Rate Day, or (y) if such SOFR Rate Day is not aU.S. government securities business day, theU.S. government securities business day immediately preceding such SOFR Rate Day, plus 0.10% (provided that if the adjusted daily simple SOFR rate is less than 0%, then it shall be deemed 0%), plus an applicable margin, or (iii) for each base rate loan, the base rate (described below) plus an applicable margin. The applicable interest rate margin over the term benchmark rates (with respect to the adjusted term SOFR loans and adjusted daily simple SOFR loans) is initially equal to 1.125%, but may increase (to a maximum amount of 1.750%) or decrease (to a minimum amount of 1.000%) based on changes in the ratings ofL3Harris' senior unsecured long-term debt securities ("Senior Debt Ratings"). The base rate is a rate per annum equal to the greatest of (i) the prime rate in effect on such day, (ii) the NYFRB Rate (which is defined in the New Credit Agreement as the greater of (a) the federal funds rate in effect and (b) the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated inU.S. Dollars byU.S. -managed banking offices of depository institutions, as such composite rate shall be determined by theFederal Reserve Bank of New York as set forth on theFederal Reserve Bank of New York's website from time to time, and published on the next succeeding business . . .
Item 1.02 Termination of a Material Definitive Agreement.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K related to the 2019 Credit Agreement is incorporated by reference into this Item 1.02.
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 New Credit Agreement is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit
Number Description 10.1* Revolving Credit Agreement, dated as ofJuly 29, 2022 , by
and among
thereto. 104 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. 3
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