Item 1.01. Entry Into a Material Definitive Agreement.
On
The Amended and Restated Credit Agreement provides for an aggregate principal
amount of
The effectiveness of the Amendment and Restatement Agreement on the Effective Date is subject to certain conditions precedent, including (i) the delivery of certain certificates and organizational documents, and (ii) certain other conditions set forth in the Amendment and Restatement Agreement. The funding of the Valvoline Credit Facilities on the Closing Date is also subject to certain conditions precedent, including (i) the consummation of the Divestiture, (ii) the delivery of certain certificates and opinions, (ii) payment of fees and expenses to the Administrative Agent, the arrangers and lenders, (iii) the delivery of a request for credit extension, and (iv) certain other conditions set forth in the Amendment and Restatement Agreement. Any subsequent funding under the Revolving Facility is subject to a bring down of the representations and warranties set forth in the Amended and Restated Credit Agreement and the other loan documents, the absence of any default and the delivery of a request for credit extension.
The Valvoline Credit Facilities will continue to be guaranteed by Valvoline's existing and future subsidiaries (other than certain immaterial subsidiaries, joint ventures, special purpose financing subsidiaries, regulated subsidiaries, foreign subsidiaries and certain other subsidiaries), and will continue to be secured by a first-priority security interest in substantially all the personal property assets of Valvoline and the guarantors, including all or a portion of the equity interests of certain of Valvoline's domestic subsidiaries and first-tier foreign subsidiaries and, in certain cases, a portion of the equity interests of other foreign subsidiaries.
At Valvoline's option, loans issued under the Amended and Restated Credit Agreement will bear interest at either the adjusted term SOFR or an alternate base rate, in each case plus the applicable interest rate margin. In the case of SOFR loans, Valvoline may select interest periods of one, three or six months and, upon approval of all lenders under the applicable facility, twelve months or such shorter period as is requested by Valvoline and approved by all lenders. Loans will initially bear interest at adjusted Term SOFR plus 2.000% per annum, in the case of SOFR borrowings, or at the alternate base rate plus 1.000%, in the alternative, through and including the date of delivery of a quarterly compliance certificate and thereafter the interest rate will fluctuate between adjusted Term SOFR plus 1.375% per annum and adjusted Term SOFR plus 2.250% per annum (or between the alternate base rate plus 0.375% per annum and the alternate base rate plus 1.250% annum), based upon Valvoline's Consolidated Total Net Leverage Ratio (as defined in the
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Amended and Restated Credit Agreement) at such time. In addition, after the Closing Date, Valvoline will initially be required to pay fees of 0.300% per annum on the daily unused amount of the Revolving Facility through and including the date of delivery of a compliance certificate, and thereafter the fee rate will fluctuate between 0.175% and 0.350% per annum, based upon Valvoline's Consolidated Total Net Leverage Ratio.
The Valvoline Credit Facilities may be prepaid at any time and from time to time in whole or in part without premium or penalty (but subject to reimbursement for any break funding losses). Valvoline must prepay the Term Loan Facility with 100% of the net cash proceeds (i) obtained by Valvoline or any of its subsidiaries from certain dispositions, (ii) as a result of the occurrence of a . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b). On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description 10.1 Amendment and Restatement Agreement, dated as ofDecember 12, 2022 , among Valvoline, certain subsidiaries of Valvoline party thereto, The Bank of Nova Scotia, as Administrative Agent, swing line lender and an L/C issuer, and the lenders party thereto (including Exhibit A - Amended and Restated Credit Agreement, among Valvoline, The Bank of Nova Scotia, as Administrative Agent, swing line lender and an L/C issuer, and the lenders and other L/C issuers party thereto). 104 Cover Page Interactive Data File (embedded within Inline XBRL document).
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