Item 1.01. Entry into a Material Definitive Agreement.
The disclosure contained in Item 2.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference in its entirety.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The revolving credit facility generally bears interest at an annual rate of LIBOR plus from 1.00% to 1.80% or Base Rate plus 0.00% to 0.80% (based upon the Parent's then current credit rating). "Base Rate" is defined as the highest of the prime rate, the federal funds rate plus 0.50% or a floating rate based on one month LIBOR, determined on a daily basis. The term loan facility generally bears interest at an annual rate of LIBOR plus 1.15% to 2.05%, or Base Rate plus 0.15% to 1.05%(based upon the Parent's then current credit rating).The Loans will initially be priced with an applicable margin of 1.35% in the case of LIBOR revolving loans and 1.60% in the case of LIBOR term loans. In addition, the Agreement provides the flexibility for interest rate auctions, pursuant to which, at the Company's election, the Company may request that lenders make competitive bids to provide revolving loans, which competitive bids may be at pricing levels that differ from the foregoing interest rates.
The Agreement provides for monthly interest payments under the Facility. In the event of an event of default, at the election of the majority of the lenders (or automatically upon a bankruptcy event of default with respect to the Parent or the Company), the commitments of the lenders under the Facility terminate, and payment of any unpaid amounts in respect of the Facility is accelerated. The revolving credit facility and the term loan facility both terminate on
Future borrowings under the Facility will be subject to customary conditions for these types of financings, including (a) the bring-down of the Company's representations and warranties, (b) no default existing and (c) timely notice by the Company. The Facility will contain various customary covenants, including financial maintenance covenants with respect to maximum consolidated leverage ratio, minimum fixed charge coverage ratio, maximum secured leverage ratio, maximum unencumbered leverage ratio, and minimum unencumbered interest coverage ratio. Any failure to comply with these financial maintenance covenants would constitute a default under the Facility and would prevent further borrowings thereunder. The Agreement also includes customary restrictions on, inter alia, liens, negative pledges, restrictions on intercompany transfers, fundamental changes, investments, transactions with affiliates and restricted payments.
A press release, issued by the Parent on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release Issued
June 30, 2014