The Revolving Credit Facility replaced the existing (i) Term Loan Credit Agreement, dated as of July 9, 2019 (the “Existing Term Loan Credit Agreement”), as amended prior to the date hereof, among the Company, the lenders from time to time party thereto, and Bank of America, as administrative agent and (ii) Credit Agreement, dated as of July 9, 2019 (the “Existing Revolver Credit Agreement”; together with the Existing Term Loan Credit Agreement, the “Existing Credit Agreements”), as amended prior to the date hereof, among the Company, certain other borrowers from time to time party thereto, the lenders from time to time party thereto, and Bank of America, as administrative agent.
Borrowings under the Revolving Credit Facility will be available to be made in US dollars, euros, sterling, Canadian dollars and, subject to certain conditions, certain other currencies at the option of the Company. Borrowings under the Revolving Credit Facility will bear interest, at the Company’s option, at a rate equal to (i) for SOFR-based currencies or certain alternative currencies, a secured overnight financing rate (subject to a 0.00% floor) plus a 0.10% credit spread adjustment or an alternative currency term rate (subject to a 0.00% floor), as applicable, (ii) for US dollar borrowings, a base rate, (iii) for US dollar borrowings, a daily floating secured overnight financing rate (subject to a 0.00% floor on or after January 1, 2023) plus a 0.10% credit spread adjustment or (iv) for certain alternative currencies, a daily alternative currency rate (subject to a 0.00% floor), in each case, plus an applicable margin. The applicable margin for borrowings under the Revolving Credit Facility will range from 1.125% to 1.875% depending on the Company’s credit rating and is initially 1.375%.
The Revolving Credit Agreement contains customary affirmative covenants and restrictive covenants, including, among others, financial covenants based on the Company’s net leverage and interest coverage ratios, and customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations to be immediately due and payable.
The foregoing description of the Revolving Credit Agreement and the Revolving Credit Facility is qualified in its entirety by reference to the Revolving Credit Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report and incorporated herein 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 of this Report is incorporated by reference into this Item 2.03 insofar as it relates to the creation of a direct financial obligation.
Senior Notes Offering
The Notes were registered with the Securities and Exchange Commission (the “SEC”) pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-266621) (as the same may be amended or supplemented, the “Registration Statement”), which automatically became effective upon filing with the SEC on August 8, 2022, under the Securities Act of 1933, as amended. The Company is filing certain exhibits as part of this Report for purposes of such Registration Statement. See “Item 9.01. Financial Statements and Exhibits.”
Termination of Bridge Commitment
As previously disclosed, in connection with entry into the EVO Merger Agreement, the Company entered into a commitment letter with Bank of America, N.A., BofA Securities, Inc. and JPMorgan Chase Bank, N.A. (collectively, the “Commitment Parties”), pursuant to which the Commitment Parties committed to provide, subject to the satisfaction of customary closing conditions, a 364-day senior unsecured bridge loan facility (the “Bridge Facility”) in an aggregate principal amount of up to $4.325 billion. On August 8, 2022, upon the closing of the Company’s previously disclosed issuance of 1.00% Convertible Senior Notes due 2029, the Company reduced the commitments related to the Bridge Facility to $3.1625 billion and on August 19, 2022, upon the closing of the Revolving Credit Facility, the Company further reduced the commitments related to the Bridge Facility to $2.4125 billion. Upon the closing of the Offering, the Company reduced the commitments related to the Bridge Facility to zero and terminated in full the remaining commitments thereunder.
