Item 1.01. Conclusion of a significant definitive agreement.
Amendment No. 1 to the credit agreement
The Amendment amended the Existing Credit Agreement, among other things, to (1) provide the Company with a new senior unsecured term loan A credit facility in the aggregate principal amount of
The term loan facility was drawn entirely on
In addition, the amendment amended the existing credit agreement to establish the usual SOFR provisions (which replaced the LIBOR provisions set out in the existing credit agreement) and provide that the company may elect that loans comprising each borrowing bear interest at an annual rate equal to either a base rate or a SOFR rate, in each case, plus an applicable rate based on the Company’s senior unsecured long-term debt rating. The credit agreement also provides that a customary spread must be added to any loan borrowed at the applicable SOFR rate. The credit agreement also contains customary reference replacement language.
The Credit Agreement contains certain covenants which are substantially similar to the covenants of the Existing Credit Agreement and which, among other things, impose restrictions on the activities of the Company and certain Subsidiaries, in each case, with certain exceptions, thresholds or caps which are allowed. The restrictions these covenants place on the Company include, but are not limited to, limitations on its ability to:
• effectuate a Change of Control (as defined in the Credit Agreement); • consolidate or merge with or into any other Person;
• sell, transfer, lease or otherwise dispose of all or substantially all of the assets of the Company and its Consolidated Subsidiaries; • create liens; and • permit Consolidated Subsidiaries (as defined in the Credit Agreement) to incur Debt (as defined in the Credit Agreement). General
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a
Off-balance sheet arrangement of a company.
The description of the Amendment and the Credit Agreement in Section 1.01 of this Current Report is incorporated herein by reference.
Item 8.01. Other events
In addition, as part of the Amendment, the Company files the opinion of the
Item 9.01 Financial statements and supporting documents
Exhibit Number Description 10.1 Amendment No. 1, dated as of
May 5, 2022to that certain Credit Agreement, dated as of July 1, 2021, among the Company, the lenders identified therein and JPMorgan Chase Bank, N.A., as the administrative agent, issuing bank and swingline lender thereunder. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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