Item 1.01. Entry into a Material Definitive Agreement.
On
Under the Term Loan Credit Agreement, the Company may obtain unsecured term
loans in a single draw in an aggregate principal amount up to
Under the terms of the Term Loan Credit Agreement, the Company can obtain Base Rate Loans (as defined in the Term Loan Credit Agreement) or Term SOFR Rate Loans (as defined in the Term Loan Credit Agreement). Base Rate Loans are denominated in dollars and bear interest at a Base Rate (as defined in the Term Loan Credit Agreement) plus a margin ranging from 0 basis points to 125 basis points determined on the basis of the Company's then current credit ratings. Term SOFR Rate Loans bear interest at a Term SOFR Rate (as defined in the Term Loan Credit Agreement) plus an additional 10 basis point credit spread adjustment plus a margin ranging from 100 basis points to 225 basis points determined on the basis of the Company's then current credit ratings. The Company is obligated to repay the aggregate principal amount of any outstanding Base Rate Loans or Term SOFR Rate Loans on the Maturity Date. The Company may voluntarily prepay its borrowings, in whole or in part, without premium or penalty, but subject to reimbursement of funding losses with respect to prepayment of Term SOFR Rate Loans.
The proceeds of the loans made under the Term Loan Credit Agreement may be used
by the Company to finance, in part, the cash consideration of the Company's
previously announced acquisition of all of the issued and outstanding membership
interests of each of
The Term Loan Credit Agreement contains certain representations and warranties and various affirmative and negative covenants and events of default, including, among other things, (i) a restriction on the ability of the Company or certain of its subsidiaries to incur or permit liens on assets, subject to certain significant exceptions, (ii) a restriction on the ability of certain of the Company's subsidiaries to incur debt, subject to certain significant exceptions, (iii) the establishment of a maximum ratio of consolidated debt to total capital of the Company and its subsidiaries that are subject to the restrictions of the Term Loan Credit Agreement such that consolidated debt shall not exceed 65% of total capital as of the end of any fiscal quarter, (iv) a limitation on certain changes to the Company's business, and (v) certain restrictions related to mergers and sales of all or substantially all of the Company's assets.
The foregoing description of the Term Loan Credit Agreement does not purport to be a complete statement of the parties' rights and obligations under the Term Loan Credit Agreement and the transactions contemplated by the Term Loan Credit Agreement and is qualified in its entirety by reference to the full text of the Term Loan Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
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 in Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1* Credit Agreement, dated as ofNovember 9, 2022 , by and among the Company,PNC Bank, National Association , as Administrative Agent, and the other lenders party thereto. 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain schedules and similar attachments have been omitted. The Company
agrees to furnish a supplemental copy of any omitted schedule or attachment to
the
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