LOWES COMPANIES INC: conclusion of a major definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, disclosure of FD settlement, financial statements and supporting documents (Form 8 -K)
Item 1.01 Conclusion of a Material Definitive Agreement.
Subject to obtaining commitments from the lenders and meeting other conditions specified in the credit agreements, the Company may increase the overall availability under each of the credit agreements by an additional amount.
Borrowings under each of the Credit Agreements will bear interest, at the Company’s choice, calculated according to a Base Rate or a Eurocurrency Rate, as the case may be, plus an applicable margin. Depending on the Company’s credit ratings at the time of borrowing, the margin applicable on a Base Rate Loan varies from 0.000% to 0.1% and the margin applicable on a Eurocurrency Rate Loan varies from 0.690% to 1.100%. In view of the Company’s current credit ratings, the applicable margin would be 0.000% for a Base Rate Loan and 0.910% for a Eurocurrency Rate Loan.
In addition, under each of the Credit Agreements, the Company must pay (i) a facility fee on the total commitments of the lenders under the Credit Agreement ranging from 0.60% to 0.150% per annum, depending on the Company credit ratings, and (ii) a letter of credit fee for letters of credit outstanding under the credit agreement ranging from 0.690% to 1.100% per annum, depending on the Company’s credit ratings. At the Company’s current credit ratings, the facility fee would be 0.090% of total lender commitments (regardless of whether any borrowings are outstanding) and letter of credit charges for an outstanding letter of credit would be calculated at 0.910%. As of the date hereof, there are no outstanding borrowings under the credit agreements.
Credit agreements contain the usual representations, guarantees and commitments for transactions of this type, including a financial commitment requiring the Company to maintain at the end of each fiscal quarter a ratio of consolidated adjusted funded debt to consolidated EBITDAR not exceeding not 4.00 for 1.00.
Credit agreements also contain typical events of default, including a cross-default clause and a change of control clause. In the event of default, the Administrative Agent shall, on demand or may, with the consent of the required Lenders, declare the obligations under the Credit Agreements immediately due and payable and the obligations of the Lenders may be terminated. For certain cases of default related to insolvency and receivership, the commitments of the lenders are automatically terminated and all outstanding obligations become due.
The foregoing description of Credit Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Third Credit Agreement and Amendment No.1, copies of which are attached hereto. as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
Certain lenders party to credit agreements and certain of their respective affiliates have provided in the past, and may from time to time provide in the future, banking, investment banking and / or other advisory services for the Company and its affiliates for which they have received and / or will collect the usual fees and expenses.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a
Off-balance sheet disposition of a registrant.
The information required by this Item 2.03 and included in Item 1.01 above is incorporated by reference in this Item 2.03.
Article 7.01 Regulation FD Disclosure.
A replay of the Financial Outlook 2022 webcast, including accompanying slides, will be archived at ir.lowes.com. A copy of the Company’s press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference in this Section 7.01.
This information, including Exhibit 99.1, is provided and will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities. of this section. , nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly indicated by specific reference in such filing.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits: Exhibit No. Description 10.1 Third Amended and Restated Credit Agreement, dated as of
December 14, 2021, by and among Lowe's Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, U.S. Bank National Associationand Wells Fargo Bank, National Association, as co-syndication agents and letter of credit issuers, and Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Barclays Bank PLC, as co-documentation agents, and the other lenders party thereto. 10.2 Amendment No. 1 to Credit Agreement, dated as of December 14, 2021, by and among Lowe's Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, and the other lenders party thereto. 99.1 Press Release, dated December 15, 2021, reiterating full year 2021 outlook and now providing outlook on Return on Invested Capital, providing full year 2022 outlook, and announcing new share repurchase program. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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