Item 1.01 Entry into a Material Definitive Agreement
On
The Notes are governed by and were issued pursuant to the terms of an Amended
and Restated Indenture, dated as of
The Notes are unsecured obligations and rank equally with the Company's existing and future unsecured senior indebtedness. The Indenture contains covenants restricting the issuance of debt by the Company's subsidiaries but does not restrict the Company from incurring additional indebtedness. Each series of the Notes is a new issue of securities with no established trading market. The Company does not intend to apply for the listing of any series of the Notes on any securities exchange or for quotation of such Notes on any automated dealer quotation system.
The 2028 Notes will mature on
At any time prior to the date that is two months (with respect to the 2028 Notes), three months (with respect to the 2030 Notes) or six months (with respect to the 2050 Notes) prior to the applicable maturity date for such series of Notes, the Notes of each series will be redeemable, in whole at any time or in part from time to time, at the Company's option, at a redemption price, to be calculated by the Company, equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes that, but for the redemption, would be due after the related redemption date through the applicable par call date with respect to the series of Notes being redeemed, assuming such Notes matured on the applicable par call date (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Seventeenth Supplemental Indenture), plus 15 basis points with respect to the 2028 Notes, 15 basis points with respect to the 2030 Notes and 25 basis points with respect to the 2050 Notes; plus, in each case, accrued and unpaid interest thereon to, but excluding, the date of redemption.
On or after the date that is two months (with respect to the 2028 Notes), three months (with respect to the 2030 Notes) or six months (with respect to the 2050 Notes) prior to the applicable maturity date for such series of Notes, the 2028 Notes, the 2030 Notes and the 2050 Notes will be redeemable, in whole at any time or in part from time to time, at the Company's option, at par plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
In addition, upon a Change of Control Triggering Event (as defined in the Seventeenth Supplemental Indenture), the holders of the Notes may require the Company to repurchase all or any part of their Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, on such Notes to the date of purchase (unless the Company has exercised its right to redeem the Notes).
--------------------------------------------------------------------------------
The foregoing description of the Notes and the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, copies of which are filed herewith as Exhibit 4.1 through 4.5 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure required by this Item and included in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
Additionally, on
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 1.1 Underwriting Agreement, dated as ofOctober 7, 2020 , amongBarclays Capital Inc. ,Goldman Sachs & Co. LLC ,Wells Fargo Securities, LLC andU.S. Bancorp Investments, Inc. , as representatives of the several underwriters named therein. 4.1 Amended and Restated Indenture, dated as ofDecember 1, 1995 , betweenLowe's Companies, Inc. andU.S. Bank National Association (as successor trustee) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filedDecember 15, 1995 ). 4.2 Seventeenth Supplemental Indenture, dated as ofOctober 22, 2020 , betweenLowe's Companies, Inc. andU.S. Bank National Association (as successor trustee). 4.3 Form of 1.300% Notes dueApril 15, 2028 (included in Exhibit 4.2). 4.4 Form of 1.700% Notes dueOctober 15, 2030 (included in Exhibit 4.2). 4.5 Form of 3.000% Notes dueOctober 15, 2050 (included in Exhibit 4.2). 5.1 Opinion ofMoore & Van Allen PLLC . 5.2 Opinion ofCleary Gottlieb Steen & Hamilton LLP . 23.1 Consent ofMoore & Van Allen PLLC (included in Exhibit 5.1). 23.2 Consent ofCleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.2). 99.1 Press Release, datedOctober 21, 2020 (announcing the pricing terms of tender offers for certain debt securities). 99.2 Press Release, datedOctober 21, 2020 (announcing the early tender results of tender offers for certain debt securities). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source