Section 1.01 Entering into a Material Definitive Agreement.
(“Holdings”) acting as parent guarantor, entered into a credit agreement, dated
The Credit Agreement replaces the Credit Agreement, dated
(as amended by this First Incremental Amendment, dated
Under the credit agreement, the lenders have agreed to extend credit to the company in the form of (i) term loans B in an aggregate principal amount equal to
Amounts drawn under the credit facilities at closing were used to repay all outstanding term loans under the 2020 Credit Agreement and to pay transaction fees and expenses.
Term loans B mature on
Borrowings under the credit facilities bear interest at rates based on the ratio of (i) the consolidated senior net debt of the Corporation and its subsidiaries to (ii) the consolidated EBITDA of the Corporation and its subsidiaries for the applicable periods specified in the credit facilities (the “First Lien Leverage Ratio”). The annual interest rate applicable to loans under the Credit Facilities will be based on a fluctuating interest rate equal to the sum of an applicable rate and, at the option of the Company from time to time, (1) a rate base rate determined by reference to the greater of (a) the interest rate publicly announced by the administrative agent as being its “prime rate” in force at its principal office in
beginning of the applicable interest period and (b) 0.00%. The Revolving Credit Facility and swingline loans (which must be base rate) have applicable rates equal to (x) 2.75%, in the case of base rate loans, 3.75%, in the case adjusted SOFR loans and 3.75%, in the case of EURIBOR loans, if the first lien ratio is greater than 1.20:1.00, and (y) 2.50%, in the case of loans at base rate, 3.50%, in the case of adjusted SOFR loans and 3.50%, in the case of EURIBOR loans, if the first lien ratio is less than or equal to 1.20:1.00 . Term B loans have applicable rates equal to (x) 2.75%, in the case of base rate loans, and 3.75%, in the case of SOFR-adjusted loans, if the prime leverage ratio rank is greater than 1.20: 1.00, and (y) 2.50%, in the case of base rate loans, and 3.50%, in the case of adjusted SOFR loans, if the leverage ratio first rank is less than or equal to 1.20:1.00.
The Company shall pay the Administrator a quarterly commitment fee based on the product of (i) the applicable rate as described below and (ii) the daily average amount of unused renewable commitments. The Company must also pay the fees of the issuing banks based on the amount available to be drawn under these letters of credit.
The rate applicable under the terms of the credit facilities in respect of the commitment fee described in the preceding paragraph is equal to (x) 0.50% if the senior leverage ratio is greater than 1.20:1, 00, (y) 0.375% if the first tier leverage ratio The ratio is less than or equal to 1.20:1.00 but greater than 0.70:1.00, and (z) 0.25% if the first lien leverage ratio is less than or equal to 0.70:1.00.
The Credit Agreement contains a number of covenants which, among other things, restrict the Company’s ability to (subject to certain exceptions) (i) pay dividends and distributions or redeem its share capital, (ii) repay prepay or redeem certain debts, (iii) incur additional debts and guarantee debts, (iv) create or incur liens, (v) engage in mergers, consolidations, liquidations or dissolutions, ( vi) sell, transfer or otherwise dispose of assets, (vii) make investments, acquisitions, loans or advances and (viii) enter into certain transactions with affiliates. The credit agreement also includes, among other things, customary affirmative clauses (including . . .
ITEM 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
As indicated in point 1.01 above, on
The description of the material terms of the Credit Agreement in Section 1.01 is incorporated by reference into this Section 2.03 and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
ARTICLE 7.01 Disclosure of FD Rules.
The information provided in item 7.01 of this current report on Form 8-K, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the responsibilities of this section, nor shall it be deemed to be incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such filing.
ARTICLE 9.01 Financial Statements and Supporting Documents.
(d) Exhibits Exhibit Description 10.1 Credit Agreement, dated February 23 , 2022 99.1 Press Release dated February 23, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
© Edgar Online, source