Item 1.01 Entry into a Material Definitive Agreement.
(a) Senior Unsecured Notes.
On
The Notes were issued pursuant to the Indenture, dated as of
The 2025 Notes will mature on
The Company received net proceeds from the issuance of the Notes of
approximately
Upon the occurrence of both (a) a change of control of the Company or the first
public announcement of a change of control by the Company and (b) within a
specified period in relation to the change of control or the announcement of the
change of control, a downgrade of the Notes by either
The Notes are subject to the covenants in the Indenture, which include limitations on liens, limitations on sale and leaseback transactions and limitations on mergers, consolidations and transfers of substantially all of the Company's assets.
The Indenture contains customary events of default, including: (a) failure to
pay principal or premium, if any, on the Notes when due; (b) failure to pay any
interest on the Notes for 30 days after the interest becomes due; (c) failure to
perform, or breach of, any other covenant in the Indenture for 90 days after
written notice thereof; (d) the guarantee of any Guarantor ceases to be in
effect and enforceable in accordance with its terms; (e) acceleration of at
least
The foregoing summary of the Base Indenture, the Supplemental Indenture and the Notes is qualified in its entirety by reference to the full text of the Base Indenture, the Supplemental Indenture and the Notes, which are included as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4 hereto and are incorporated herein by reference.
(b) Credit Facility Restatement.
On
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The 2020 Credit Agreement provides for: (i) revolving credit commitments of
The revolving and term loans under the 2020 Credit Agreement bear interest at the Alternate Base Rate or Adjusted LIBO Rate plus the Applicable Rate (in each case, as those terms are defined in the 2020 Credit Agreement). The Applicable Rate is based on Moody's, S&P's and Fitch's ratings for the Company's senior, unsecured, long-term indebtedness for borrowed money and ranges from 0.25% to 1.00% for loans that bear interest at the Alternate Base Rate and from 1.25% to 2.00% for loans that bear interest at the Adjusted LIBO Rate. The unused revolving commitment fees payable under the 2020 Credit Agreement are also based on these ratings and range from 0.20% to 0.375%. The Company may prepay the loans at any time without premium or penalty, subject to certain limitations, other than customary breakage costs in the case of Eurodollar loans.
The 2020 Credit Agreement contains customary covenants applicable to the Company and its subsidiaries including limitations on indebtedness, liens, loans and advances, affiliate transactions, dividends, stock repurchases, mergers, investments, acquisitions and sales. In addition, the 2020 Credit Agreement contains financial covenants requiring the Company to maintain, as of the last . . .
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 under Item 1.01(b) is incorporated in this Item 2.03 by reference.
Item 8.01 Other Events.
In connection with the Notes offering, on
In addition, in connection with the public offering of the Notes, the Company is filing the exhibits to this Current Report on Form 8-K for the purpose of incorporating such exhibits in its Registration Statement (Registration No. 333-234283). The exhibits to this Current Report on Form 8-K are hereby incorporated into such Registration Statement by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. EXHIBIT NUMBER DESCRIPTION 1.1 Underwriting Agreement, dated as ofJuly 22, 2020 , by and among the Company, the guarantors party thereto, andJ.P. Morgan Securities LLC andWells Fargo Securities, LLC , as representatives of the several underwriters named therein. 4.1 Indenture, dated as ofMay 3, 2010 , between the Company andU.S. Bank National Association , as trustee (incorporated by reference to Exhibit 4.2 to the Registration Statement on S-3 (Registration No. 333-234283)). 4.2 Ninth Supplemental Indenture among the Company, the guarantors party thereto andU.S. Bank National Association , as trustee. 4.3 Form of 1.350% Notes due 2025 (included in Exhibit 4.2 hereof). 4.4 Form of 1.700% Notes due 2027 (included in Exhibit 4.2 hereof). 5.1 Opinion ofJones Day . 5.2 Opinion ofSchellenberg Wittmer Ltd. 10.1 Seventh Amended and Restated Credit Facility Agreement, dated as ofJuly 30, 2020 , amongLennox International Inc. , aDelaware corporation, the Lenders party thereto, andJPMorgan Chase Bank, N.A ., as Administrative Agent. 23.1 Consent ofJones Day (included in Exhibit 5.1 hereof). 23.2 Consent ofSchellenberg Wittmer Ltd. (included in Exhibit 5.2 hereof). 104 Inline XBRL for the cover page of this Current Report on Form 8-K.
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