Item 1.01. Entry into a Material Definitive Agreement.
On
The Incremental Term Loan Amendment provides a committed incremental term loan
facility (the "Incremental Term Loan Facility") consisting of three tranches of
term loans in an aggregate principal amount of
The Incremental Term A-1 Loans, the Incremental Term A-2 Loans, and the
Incremental Term A-3 Loans each have terms that are identical to, and will be
treated as a single class with, the existing Term A-1 loans, the existing Term
A-2 loans, and the existing Term A-3 loans, as applicable, under the Term Loan
Credit Agreement. Incremental Term A-1 Loans do not amortize. Incremental Term
A-2 Loans and Incremental Term A-3 Loans each amortize in equal quarterly
installments in an amount equal to 1.25% of the original principal amount of
such Incremental Term A-2 Loans or Incremental Term A-3 Loans, as applicable.
Incremental Term A-1 Loans are scheduled to mature on
Borrowings under the Incremental Term Loan Facility will bear interest, at the Company's option, at adjusted term SOFR or at a "base rate", plus in either case an applicable interest rate margin varying by tranche and depending on the Company's corporate ratings. The additional interest rate margin for borrowings ranges from 1.00% to 2.00% per annum in the case of adjusted term SOFR borrowings and 0.00% to 1.00% in the case of base rate borrowings. The adjusted term SOFR is defined as the term SOFR reference rate for the selected interest period, plus 0.10% per annum (subject to a 0.00% floor).
The Company is also required to pay other customary fees and costs in connection with the Incremental Term Loan Facility.
The Incremental Term Loan Facility is otherwise subject to the same terms and conditions as those set forth in the Term Loan Credit Agreement, including but not limited to conditions precedent to borrowing, representations and warranties, affirmative and negative covenants, financial covenants and events of default. The Company is required to maintain, on a consolidated basis, a leverage ratio of total indebtedness to EBITDA, as defined in the Term Loan Credit Agreement and calculated as of the last day of each fiscal quarter, not to exceed 3.25 to 1.00, subject to a temporary four fiscal quarter increase in such maximum ratio to 3.75 to 1.00 following certain material acquisitions.
The lenders under the Incremental Term Loan Amendment and their affiliates have engaged in, and may in the future engage in, other commercial dealings in the ordinary course of business with the Company or its affiliates, including the provision of investment banking, investment management, commercial banking and cash management services, foreign exchange and commodity hedging, and equipment financing and leasing services.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.
--------------------------------------------------------------------------------
© Edgar Online, source