Item 1.01 Entry into a Material Definitive Agreement.
Indenture
On
The Notes will mature on
(i) at least 60% of the aggregate principal amount of all Notes issued remains outstanding after each such redemption; and (ii) the redemption occurs within 120 days of the date of the closing of such equity offering.
Prior to
On or after
Year Percentage 2023 102.000 % 2024 101.333 % 2025 100.667 % 2026 and thereafter 100.000 %
Upon the occurrence of a Change of Control (as defined in the Indenture), the Company will be required to make an offer to purchase all outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The Notes are the Company's senior unsecured obligations and will rank: (i) equal in right of payment with all existing and future senior unsecured indebtedness of the Company; (ii) effectively subordinated to all existing and future senior secured debt of the Company to the extent of the value of the assets securing such debt; (iii) senior in right of payment to all existing and future subordinated indebtedness of the Company; and (iv) structurally subordinated to all existing and future liabilities (including trade payables) of any non-guarantor subsidiaries. The Note Guarantees will rank equally in right of payment with all of the Guarantor's existing and future senior indebtedness and senior in right of payment to all of the Guarantor's existing and future subordinated indebtedness.
The Indenture limits the Company's ability and the ability of its Restricted Subsidiaries (as defined in the Indenture) to: (i) incur additional indebtedness and guarantee indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem the Company's capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) issue certain preferred stock or similar equity securities; (v) make loans and investments; (vi) sell assets; (vii) incur liens; (viii) enter into transactions with affiliates; (ix) enter into agreements restricting the Company's subsidiaries' ability to pay dividends; and (x) consolidate, merge or sell substantially all of the Company's assets. These covenants are subject to a number of important exceptions and qualifications. Certain covenants will be
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suspended and will not apply to the Notes if for such period of time, if any,
that the Notes have investment grade ratings from either S&P Global Ratings or
The Indenture contains customary events of default, including:
• failure to pay principal of (or premium, if any, on) any Note when due
and payable, at maturity, upon redemption or otherwise;
• failure to pay any interest on any Note when due and payable and such
default continues for 30 days;
• default in the payment of principal and interest on Notes required to be
purchased pursuant to an offer to purchase when due and payable;
• failure by the Company to comply with its obligations under the
Indenture, in certain cases subject to notice and grace periods;
• payment defaults and accelerations with respect to other indebtedness of
the Company and its Restricted Subsidiaries in the aggregate principal amount of$50.0 million or more;
• failure by the Company or any Restricted Subsidiary to pay certain final
judgments aggregating in excess of$50.0 million within 60 days;
• certain events of bankruptcy, insolvency or reorganization of the Company
or a Significant Restricted Subsidiary (as defined in the Indenture) or group of Restricted Subsidiaries that, taken together, would constitute a Significant Restricted Subsidiary; and
• any Guarantee of the Notes by a Guarantor ceases to be in full force and
effect, is declared unenforceable or invalid in a judicial proceeding or
is denied or disaffirmed by its maker.
A copy of the Indenture is filed as Exhibit 4.1 to this Form 8-K and is incorporated herein by reference. The description of the Indenture is a summary and is qualified in its entirety by the terms of the Indenture.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Form 8-K is incorporated by reference into this Item 2.03 of this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as ofAugust 17, 2020 , by and amongGroup 1 Automotive, Inc. , the guarantors party thereto andWells Fargo Bank, National Association , as trustee. 4.2 Form of 4.000% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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