Item 1.01. Entry into a Material Definitive Agreement
Incremental Senior Secured Term Loan Facility
On
Borrowings under the Incremental Term Loan Facility bear interest at a rate per annum equal to, at the Company's option, either the sum of a London Interbank Offered Rate ("LIBOR"), plus a margin of 2.75%, or the sum of a base rate (determined in accordance with the Credit Agreement), plus a margin of 1.75%. The Incremental Term Loan Facility amortizes in equal quarterly installments at a rate per annum (expressed as a percentage of the original principal amount) of 1.00%, subject to customary adjustments in the event of any prepayment, with the balance due upon maturity.
The Incremental Term Loan Facility is scheduled to mature on
The Company's obligations under the Incremental Term Loan Facility are guaranteed by certain of the Company's subsidiaries, and those obligations and the guarantees are secured by all the capital stock of the Company and its subsidiaries and substantially all the non-real estate assets of the Company and certain of its subsidiaries.
The Incremental Term Loan Facility is subject to customary affirmative and negative covenants as set forth in the Credit Agreement. The lenders may accelerate the maturity of the borrowings under the Incremental Term Loan Facility following a customary event of default as set forth in the Credit Agreement.
The foregoing description of the Term Loan Amendment is not complete and is qualified in its entirety by the full text of the Term Loan Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Senior Notes due 2030
On
The Notes bear interest at a rate of 4.625% per year payable semi-annually in
arrears on
At any time prior to
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If the Company experiences a Change of Control (as defined in the Indenture), the Company is required to offer to repurchase the Notes at 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.
The Indenture contains covenants that, among other things, limit the Company's ability and the ability of its restricted subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other restricted payments, make certain investments, incur restrictions on the ability of the Company's restricted subsidiaries to pay dividends or make certain other payments, create or incur certain liens, sell assets and subsidiary stock, transfer all or substantially all of the Company's assets or enter into merger or consolidation transactions, and enter into transactions with affiliates.
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 other agreements in respect of the Notes, failure to pay certain other indebtedness, failure to pay certain final judgments, failure of certain guarantees to be enforceable and certain events of bankruptcy or insolvency.
The foregoing summary and description of the Indenture and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indenture, which is filed as Exhibit 4.1 hereto and incorporated by reference herein.
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 in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 4.1 Indenture, datedNovember 22, 2021 , by and amongUS Foods, Inc. , the subsidiary guarantors from time to time party thereto andWilmington Trust, National Association , as trustee. 10.1 Ninth Amendment to the Credit Agreement, dated as ofNovember 22, 2021 , by and amongUS Foods, Inc. , the other Loan Parties party thereto,Citicorp North America, Inc. and the lenders party thereto. 104 Interactive Data File.
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