Item 1.01. Entry into a Material Definitive Agreement.
Second Supplemental Indenture and Notes
On July 1, 2021, the Company issued $750 million aggregate principal amount of
2.500% senior notes due 2031 (the "Notes") under an Indenture dated as of May 8,
2009 (the "Base Indenture"), between the Company and The Bank of New York Mellon
Trust Company, N.A., as trustee (the "Trustee"), as amended and supplemented by
the Second Supplemental Indenture thereto, dated as of July 1, 2021 (the "Second
Supplemental Indenture" and, together with the Base Indenture, the "Indenture"),
between the Company and the Trustee.
Interest on the Notes is payable on January 1 and July 1 of each year, beginning
on January 1, 2022, at a rate of 2.500% per year, and the Notes mature on
July 1, 2031. None of our existing or future subsidiaries guarantee the Notes.
Ranking
The Notes are senior unsecured obligations of the Company and rank equally in
right of payment to all existing and any future unsubordinated indebtedness of
the Company. The Notes are effectively subordinated to all future secured
indebtedness and other secured obligations of the Company to the extent of the
value of the assets securing such indebtedness or other obligations.
Optional Redemption
At any time prior to April 1, 2031, the Company may redeem the Notes, in whole
or in part, from time to time, at a redemption price equal to the greater of (a)
100% of the aggregate principal amount of the Notes redeemed; and (b) the sum of
the present values of the remaining scheduled payments of principal and interest
(excluding interest accrued to the redemption date) on the Notes to be redeemed
from the redemption date to April 1, 2031, discounted to the redemption date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 20 basis points.
At any time on or after April 1, 2031, the Company may redeem the Notes, in
whole or in part, at a redemption price equal to 100% of the principal amount of
the Notes being redeemed, plus accrued and unpaid interest, if any, on the
principal amount of the Notes being redeemed to, but excluding, the applicable
redemption date.
Change of Control
If the Company experiences certain events that constitute a change of control
triggering event, the Company must offer to repurchase the Notes at a repurchase
price equal to 101% of the principal amount of the Notes repurchased, plus
accrued and unpaid interest, if any, to, but excluding, the date of purchase.
Covenants
The Second Supplemental Indenture contains certain covenants that, among other
things, impose restrictions on the business of the Company and its
majority-owned subsidiaries. The restrictions that these covenants place on the
Company and its majority-owned subsidiaries include limitations on their ability
to:
• create liens;
• enter into sale/leaseback transactions; and
• merge or consolidate with or convey, transfer of lease all or
substantially all of the properties and assets of the Company.
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Events of Default
The Second Supplemental Indenture also provides for certain events of default
which, if any of them occurs, would permit or require the principal of and
accrued interest on the Notes to become or to be declared due and payable.
The terms of the Notes, the Base Indenture and the Second Supplemental Indenture
are further described in the Prospectus Supplement dated June 17, 2021 relating
to the Notes, filed with the Commission on June 21, 2021 (the "Prospectus
Supplement"), under the caption "Description of the notes," and the accompanying
Prospectus dated November 6, 2018, under the captions "Description of debt
securities" and "Description of guarantees of certain debt securities." The
descriptions do not purport to be complete and are qualified by reference to the
Base Indenture, the Second Supplemental Indenture and the form of Notes, which
are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report and
are incorporated herein by reference.
Credit Agreement
On July 1, 2021, the Company entered into an unsecured revolving credit facility
agreement with the lenders identified therein and JPMorgan Chase Bank, N.A., as
the administrative agent, issuing bank and swingline lender thereunder (the
"Credit Agreement"). Also on July 1, 2021, and in connection with the issuance
of the Notes and the entry into the Credit Agreement, the Company will pay in
full and terminate each of its (a) Third Amended and Restated Credit Agreement,
dated as of October 30, 2014 (as amended, restated, amended and restated,
modified or supplemented) and (b) Credit Agreement, dated as of December 20,
2019 (as amended, restated, amended and restated, modified or supplemented)
(collectively, the "Refinancing").
The Credit Agreement, which matures on July 1, 2026, provides the Company with
revolving commitments in an aggregate principal amount of up to $750 million,
with a letter of credit sub-facility of $40 million and with a swingline loan
sub-facility of $25 million. The Credit Agreement also provides the Company with
an uncommitted incremental facility in an aggregate principal amount of up to
$375 million. The proceeds of the Loans (under and as defined in the Credit
Agreement) will be used only to finance the working capital needs, and for
general corporate purposes, of the Borrower and its Subsidiaries including,
without limitation, to finance working capital needs, to refinance indebtedness
(including the Refinancing) and to finance acquisitions and similar investments.
Interest
The Company may elect that the Loans comprising each borrowing bear interest at
a rate per annum equal to either a base rate or LIBOR rate, in each case, plus
. . .
Item 1.02. Termination of a Material Definitive Agreement.
The description relating to the Refinancing in Item 1.01 of this Current Report
is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under
an Off-Balance Sheet Arrangement of a Company.
The description relating to the Indenture and the Notes and the Credit Agreement
in Item 1.01 of this Current Report is incorporated herein by reference.
Item 8.01. Other Events
In addition, in connection with the Offering, the Company is filing the opinion
of Sidley Austin LLP as part of this Current Report that is to be incorporated
by reference into the Registration Statement. The foregoing opinion is filed
herewith as Exhibit 5.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number Description
4.1 Indenture, dated as of May 8, 2009, between Eagle Materials Inc. and
The Bank of New York Mellon Trust Company, N.A. (incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on
Form S-3 filed with the Commission on May 11, 2009).
4.2 Second Supplemental Indenture, dated as of July 1, 2021, between
Eagle Materials Inc. and The Bank of New York Mellon Trust Company,
N.A.
4.3 Form of 2.500% Senior Note due 2031(included in Exhibit 4.2).
5.1 Opinion of Sidley Austin LLP.
10.1 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.
23.1 Consent of Sidley Austin LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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