Item 1.01. Entry into a Material Definitive Agreement.
364-Day Bridge Term Loan Agreement
The borrowing under the Bridge Facility, which has not yet occurred, is subject to the Company's compliance with the terms and conditions precedent for such borrowing as set forth in the Bridge Loan Agreement including, among others, that the Acquisition shall have been, or shall substantially concurrently with the borrowing be, consummated in accordance with the terms of the Share Purchase Agreement. The date on which such conditions precedent are satisfied (or waived in accordance with the Bridge Loan Agreement) and on which the borrowings are made is the "Closing Date." Each Lender's commitment will terminate immediately and without further action on the earliest of (i) the Closing Date, after giving effect to the funding of such Lender's commitment on the Closing Date (whether or not fully drawn), (ii) the date of abandonment of the Acquisition or the termination of the Company's (or its wholly owned subsidiary's) obligations under the Share Purchase Agreement and (iii)
Loans under the Bridge Facility will, at the Company's option, bear interest on the principal amount outstanding at either (a) a rate equal to LIBOR plus an applicable margin or (b) a base rate plus an applicable margin. The applicable margin will be based on the credit ratings of the Company's outstanding senior unsecured long-term debt and the duration the loans are outstanding, as set forth in a pricing schedule in the Bridge Loan Agreement. Based on the Company's current long-term debt ratings, the applicable margin on LIBOR loans will range from 1.75% per annum to 3.25% per annum and the applicable margin on base rate loans will range from 0.75% per annum to 2.25% per annum. The Company is required to pay an unused commitment fee on the daily average amount of the unutilized portion of the commitments of the Lenders from
The Bridge Facility is unsecured and amounts payable under it will rank pari passu with all other unsecured, unsubordinated indebtedness of the Company. In the event that the aggregate principal amount of Indebtedness (as defined in the Bridge Loan Agreement) borrowed by Borrowing Subsidiaries (as defined in the Bridge Loan Agreement) under the Company's Five-Year Revolving Credit Agreement (see below) at any time exceeds
The Bridge Loan Agreement includes certain covenants, including, among others, (a) a leverage ratio, (b) limitations on the Company's ability to incur liens securing indebtedness for borrowed money, (c) limitations on the Company's ability to consummate a merger, consolidation or sale of all or substantially all of its assets and (d) limitations on the Company's ability to change the nature of its business.
The obligation of the Company to pay amounts outstanding under the Bridge Facility may be accelerated upon the occurrence of an "Event of Default" as defined in the Bridge Loan Agreement. Such Events of Default include, among others, (a) the Company's failure to pay the principal of, or interest on, borrowings under the Bridge Facility, (b) any representation or warranty of the Company in the Bridge Loan Agreement proving to be materially false or misleading, (c) the Company's breach of any of its covenants contained in the Bridge Loan Agreement, and (d) the bankruptcy or insolvency of the Company.
The foregoing description of the Bridge Facility is subject to, and qualified in its entirety, by reference to the full text of the Bridge Loan Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
In the ordinary course of their respective businesses, the Lenders under the Bridge Facility, or their affiliates, have performed, and may in the future perform, commercial banking, investment banking, trust, advisory or other financial services for the Company and its affiliates for which they have received, and will receive, customary fees and expenses.
Five-Year Revolving Credit Agreement . . .
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" of this report relating to the termination of the Former Credit Agreement is hereby incorporated by reference in this Item 1.02.
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" of this report is hereby incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
The following are filed as exhibits to this report:
10.1 364-Day Bridge Term Loan Agreement, dated as of
July 25, 2014, among Alcoa Inc., the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as Administrative Agent for the Lenders. 10.2 Five-Year Revolving Credit Agreement, dated as of July 25, 2014, among Alcoa Inc., the Lenders and Issuers named therein, Citibank, N.A., as Administrative Agent for the Lenders and Issuers, and JPMorgan Chase Bank, N.A., as Syndication Agent. 5