Item 1.01 Entry into a Material Definitive Agreement.
On
Indenture
The Notes were issued at an issue price of 100% of their principal amount
pursuant to an indenture, dated as of
Interest and Maturity
The Notes mature on
Guarantees, Security and Ranking
The Notes are, jointly and severally, unconditionally guaranteed on a senior secured basis by each of the Issuer's existing and future wholly-owned subsidiaries that guarantee the Issuer's obligations under its credit agreement. The Notes are not guaranteed by the Company. Subject to certain exceptions and permitted liens, the Notes are secured on a first-lien basis by substantially all of the assets that secure the Issuer's term loan and the revolving credit facility.
The Notes rank pari passu in right of payment with all of the Issuer's existing and future borrowings under the term loan and the revolving credit facility. The Notes and guarantees are effectively senior in right of payment to all existing and future unsecured senior indebtedness, to the extent of the value of the collateral, and junior lien indebtedness, of the Issuer and the Guarantors. The Notes and the guarantees rank equally in right of payment with all of the Issuer's and the Guarantors' existing and future senior secured indebtedness and senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Notes.
Optional Redemption
The Issuer may redeem the Notes, in whole or in part, at any time prior to
If the Issuer experiences certain change of control events, it is required to make an offer to purchase all of the Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.
Restrictive Covenants
The Indenture contains covenants that limit the Issuer's ability and the ability of the Issuer's restricted subsidiaries to, among other things: (i) incur additional debt; (ii) incur liens on assets; (iii) enter into certain transactions with affiliates; (iv) merge, consolidate or sell all or substantially all of its assets; (v) sell certain assets, including capital stock of our subsidiaries; and (vi) allow
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to exist certain restrictions on the ability of restricted subsidiaries to pay dividends or make other payments to the Issuer. These covenants are subject to important exceptions and qualifications set forth in the Indenture.
If the Notes are assigned an investment grade rating from any two of
Events of Default
The Indenture provides for customary events of default including (subject in certain cases to customary grace and cure periods), among others: nonpayment of principal or interest; breach of other agreements in the Indenture; any Guarantee ceasing to be in full force and effect; a default by the Issuer or a restricted subsidiary under any bonds, debentures, notes or other evidences of indebtedness of a certain amount, resulting in its acceleration; the rendering of judgments to pay certain amounts of money against the Issuer and its significant subsidiaries; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs and is not cured within the time periods specified, the trustee, or the holders of at least 30% in principal amount of the then outstanding Notes, may declare all of the Notes to be due and payable immediately.
Intercreditor Arrangement
The Notes are subject to an intercreditor agreement, which governs the relative rights of the secured parties in respect of the Issuer's term loan and the revolving credit facility and the Notes. The intercreditor agreement restricts the actions permitted to be taken by the collateral agent with respect to the collateral on behalf of the holders of the Notes.
The Notes and the related guarantees have not been, and will not be, registered
under the Securities Act, or the securities laws of any state or other
jurisdiction, and may not be offered or sold in
The description of the Indenture and the Notes contained in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the Indenture and the Notes, copies of which are filed as Exhibits 4.1 and 4.2 hereto, respectively, and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit 4.1 Indenture, dated as ofFebruary 3, 2022 , by and amongRyan Specialty Group, LLC , the guarantors party thereto andU.S. Bank National Association as trustee and as notes collateral agent. 4.2 Form of 4.375% Senior Secured Notes due 2030 (incorporated by reference to Exhibit A to Exhibit 4.1 filed herewith) 101 Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)
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