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ACUITY BRANDS INC FILES (8-K) Disclosing Termination of a Material Definitive Agreement

August 28, 2014

Item 1.02. Termination of a Material Definitive Agreement. As of August 27, 2014, in connection with our entry into the new unsecured revolving credit facility described in Item 2.03 hereof, we terminated the $250 million five-year revolving credit facility, dated as of January 31, 2012, with the syndicate of banks including JPMorgan Chase Bank, N.A., as administrative agent. This credit facility would have expired on January 31, 2017. Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. On August 27, 2014, we entered into a new $250 million five-year unsecured revolving credit facility ("Revolving Credit Facility") with a syndicate of commercial banks consisting of Bank of America, Branch Banking and Trust Company, JPMorgan Chase Bank ( "Administrative Agent"), KeyBank, PNC Bank, U.S. Bank, and Wells Fargo Bank ("Syndication Agent"). The Revolving Credit Facility agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The material terms of the Revolving Credit Facility are as set forth below. The following description of the Revolving Credit Facility is a general description and is qualified in its entirety by reference to the Revolving Credit Facility. Generally, amounts outstanding under the Revolving Credit Facility bear interest at a "Eurocurrency Rate". Eurocurrency rate advances can be denominated in a variety of currencies, including U.S. Dollars, and amounts outstanding bear interest at a periodic fixed rate equal to LIBOR for the applicable currency plus an applicable margin. The applicable margins are based on our leverage ratio, as defined in the Revolving Credit Facility, with such margins ranging from 1.00% to 1.575%. Interest on Eurocurrency rate advances is payable upon the earlier of maturity of the outstanding loan or quarterly if the loan is for a period greater than three months. The Revolving Credit Facility will mature and all amounts outstanding thereunder will be due and payable on August 27, 2019. We are required to pay certain fees in connection with the Revolving Credit Facility. For example, we must pay an annual facility fee. Such fee is payable quarterly in arrears and is determined by our leverage ratio as defined in the Revolving Credit Facility. This facility fee ranges from 0.125% to 0.30% of the aggregate $250 million commitment of the lenders under the Revolving Credit Facility. Additionally, we are also required to pay certain fees to the Agent for administrative services. The Revolving Credit Facility contains customary covenants regarding the preservation and maintenance of our corporate existence, material compliance with laws, payment of taxes, and maintenance of insurance and of our properties. Further, the Revolving Credit Facility contains financial covenants including a leverage ratio ("Maximum Leverage Ratio") of total indebtedness to EBITDA (earnings before interest, taxes, depreciation and amortization expense), as such terms are defined in the Revolving Credit Facility agreement, and a minimum interest coverage ratio. These ratios are computed at the end of each fiscal quarter for the most recent 12-month period. The Revolving Credit Facility allows for a Maximum Leverage Ratio of 3.50x and a Minimum Interest Coverage Ratio of 2.50x. The Revolving Credit Facility includes customary events of default, including, but not limited to, the failure to pay any interest, principal or fees when due, the failure to perform any covenant or agreement, inaccurate or false representations or warranties, insolvency or bankruptcy, change of control, the occurrence of certain ERISA events and judgment defaults. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 10.1 5-Year Revolving Credit Facility Agreement dated as of August 27, 2014. -------------------------------------------------------------------------------- Signatures



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 28, 2014

ACUITY BRANDS, INC. By: /s/ Richard K. ReeceRichard K. Reece Executive Vice President and Chief Financial Officer



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