Item 1.01 Entry into a Material Definitive Agreement.
Amended and Restated Credit Agreement
On
Interest on the term loans under the Credit Agreement accrues, at a variable
rate, based on the secured overnight funding rate ("SOFR") or the alternate base
rate ("Base Rate"), plus, in each case, an applicable margin and will be due on
each Interest Payment Date (as defined in the Credit Agreement). Until the
delivery of financial statements to the Administrative Agent for the fiscal
quarter ending
The Credit Agreement also contains customary events of default, representations and warranties and covenants, including, among other things, covenants that restrict the ability of the subsidiaries of the Company to incur certain additional indebtedness and restrict the ability of the Company and its subsidiaries to create or permit liens on assets, engage in sale/leasebacks transactions or engage in mergers or consolidations. The Credit Agreement also requires the Company to maintain (i) a maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis not to exceed 4.25:1.00 (or 4.50:1.00 for two fiscal quarters following a material acquisition) and (ii) a minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis of at least 4.00:1.00. The Credit Agreement events of default, representations and warranties, and covenants are substantially the same as those under the Existing Credit Agreement.
The proceeds of the term loans will be used for general corporate purposes (including, without limitation, potential purchases of the Company's common stock, investments and acquisitions).
The lenders, joint lead arrangers and bookrunners and/or agents under the Credit Agreement, and certain of their affiliates, have engaged in, and/or in the future may engage in, banking and other transactions with the Company, including previous credit facilities. These parties have received or may receive in the future customary fees and expense reimbursement in connection with these services.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description Exhibit Amended and Restated Credit Agreement, dated as ofJune 9, 2022 , 10.1 amongMSCI Inc. , each of the subsidiary guarantors party thereto,JPMorgan Chase Bank, N.A ., as Administrative Agent and L/C Issuer and the other lenders party thereto. Exhibit Cover Page Interactive Data File (embedded in the cover page formatted 104 in Inline XBRL).
© Edgar Online, source