Item 1.01 - Entry into a Material Definitive Agreement
On
The Credit Agreement provides for senior secured financing of
Borrowings under the New Term Loan Facility will bear interest at a rate per
annum equal to, at the Company's option, either (1) an applicable margin plus a
base rate determined by reference to the highest of (a) 0.50% per annum plus the
Federal Funds Effective Rate, (b) the Prime Rate and (c) the eurocurrency rate
determined by reference to the cost of funds for
Borrowings under the New Revolving Credit Facility will bear interest at a rate
per annum equal to an applicable margin based upon a leverage-based pricing
grid, plus, at the Company's option, either (1) a base rate determined by
reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective
Rate, (b) the Prime Rate and (c) the eurocurrency rate determined by reference
to the cost of funds for
The Credit Agreement contains other customary terms, including (1) representations, warranties and affirmative covenants, (2) negative covenants, including limitations on indebtedness, liens, mergers, acquisitions, asset sales, investments, distributions and prepayments of subordinated debt, in each case subject to baskets, thresholds and other exceptions, and (3) customary events of default.
The availability of certain baskets and the ability to enter into certain transactions will also be subject to compliance with certain financial ratios. In addition, the New Revolving Credit Facility includes a maintenance covenant that requires, in certain circumstances, compliance with certain first lien secured net leverage ratios.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 1.02 - Termination of a Material Definitive Agreement
On the Closing Date, in connection with the closing of the Credit Agreement, the
Company repaid in full approximately
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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 under Item 1.01 of this Current Report on 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 10.1*+ Credit Agreement, dated as ofDecember 8, 2021 , among the Company, as borrower, the lenders and letter of credit issuers party thereto andMorgan Stanley Senior Funding, Inc. , as administrative agent, collateral agent and swingline lender. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Filed herewith.
+ Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10)
of Regulation S-K. The omitted information (i) is not material and (ii) is the
type that the Registrant treats as private or confidential. The Registrant
agrees to furnish a supplemental copy with any omitted information to the
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