Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
The Notes were issued and are governed under an indenture, dated as of the
Closing Date (the "Indenture"), by and among the Company, the Company's current
subsidiaries (the "Guarantors") and
Interest and Maturity. The Notes bear interest at 4.125% per annum, which
accrues from the Closing Date, and will be payable semiannually in arrears on
Guarantees. The Notes are guaranteed on an unsecured senior basis by all of the Guarantors. Additionally, each of the Company's future wholly owned domestic subsidiaries that is a borrower or guarantor of obligations under the Company's senior credit facilities will be required to join the Indenture as a guarantor of the Notes.
Ranking. The Notes and the guarantees thereof are the general senior unsecured obligations of the Company and the Guarantors, respectively, and rank equal in right of payment with all of the Company's and the Guarantors' respective existing and future unsubordinated indebtedness.
Redemption. The Company may redeem the Notes, in whole or in part, at any time
on or after
Special Mandatory Redemption. The notes will be subject to a "special mandatory
redemption" in the event that (i) the Acquisition is not consummated on or prior
to
Change of Control. If the Company undergoes a Change of Control (as defined in the Indenture) prior to maturity, the Company must make an offer to repurchase all of the Notes then outstanding at a repurchase price equal to 101% of their principal amount, plus accrued and unpaid interest (if any) to, but not including, the repurchase date.
Covenants. The Indenture contains restrictive covenants that, among other things, generally limit the ability of the Company and certain of its subsidiaries (subject to certain exceptions) to (i) create liens, (ii) pay dividends, acquire shares of capital stock and make payments on subordinated debt, (iii) place limitations on distributions from certain subsidiaries, (iv) issue or sell the capital stock of certain subsidiaries, (v) sell assets, (vi) enter into transactions with affiliates and (vii) effect mergers. The foregoing restrictive covenants are subject to a number of important exceptions and qualifications, as set forth in the Indenture.
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Events of Default. The Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods), among others: nonpayment of principal or interest; breach of covenants or other agreements in the Indenture; defaults in the payment of certain other indebtedness; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs and is continuing under the Indenture, the Trustee or the holders of at least 30% in aggregate principal amount of the Notes then outstanding may declare the principal of, premium, if any, and accrued interest on all the Notes immediately due and payable.
No Registration. The Notes have not been and will not be registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws and may not be offered or sold in
The foregoing description of the Indenture and the Notes is only a summary and is qualified in its entirety by reference to the full text of the Indenture and the form of Note, which are filed as Exhibit 4.01 and Exhibit 4.02, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 4.01 Indenture, datedOctober 14, 2021 , by and amongTopBuild Corp. , the Guarantors party thereto andU.S. Bank National Association , as Trustee 4.02 Form of 4.125% Senior Note due 2032 (incorporated by reference to Exhibit A of the Indenture filed as Exhibit 4.01 to this Current Report on Form 8-K) 104 Cover Page Interactive Data File (formatted as Inline XBRL) 3
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