Item 1.01. Entry into a Material Definitive Agreement.
On
The new amended and restated revolving credit facility expires on
Loans under the Revolving Credit Agreement can be Eurocurrency Rate Loans or Base Rate Loans at the Company's option. Each Eurocurrency Rate Loan will bear interest at a rate per annum equal to the applicable Eurocurrency Rate plus a margin based on the Company's Debt Ratings from time to time of between 0.690% and 1.175%. Each Base Rate Loan will bear interest at a rate per annum equal to the Base Rate plus a margin based on the Company's Debt Ratings from time to time of between 0.00% and 0.175%. In addition, the Company has agreed to pay a facility fee based on the Company's Debt Ratings from time to time of between 0.060% and 0.250% times the actual daily amount of the Commitments in effect. The Revolving Credit Agreement also contains a sustainability-linked pricing component which provides for interest rate and facility fee reductions or increases by meeting or missing targets related to environmental sustainability, specifically greenhouse gas emissions and renewable energy usage. The Revolving Credit Agreement includes a multicurrency borrowing feature for certain specified foreign currencies. The Company will guarantee the obligations of each subsidiary that is named a Designated Borrower under the Revolving Credit Agreement.
The Revolving Credit Agreement contains customary representations and warranties, and affirmative and negative covenants and events of default applicable to the Company and its subsidiaries. The events of default include, among others, nonpayment of principal, interest, fees or other amounts, failure to perform certain covenants, cross-defaults to certain other
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indebtedness, insolvency or bankruptcy, customary ERISA defaults or the
occurrence of a change of control. The negative covenants include limitations on
liens, indebtedness of non-guarantor subsidiaries and mergers and other
fundamental changes, among others. The Revolving Credit Agreement also requires
that, commencing with the first fiscal quarter ending after the Closing Date,
the Company maintain a ratio of funded debt to EBITDA of no greater than 3.50 to
1.00 for any fiscal quarter ending thereafter; provided that the Company may
elect, up to two times during the term of the Revolving Credit Agreement, to
increase such maximum permitted ratio to 4.00 to 1.00 at the end of any fiscal
quarter in which the Company consummates an acquisition in which total
consideration exceeds
In the ordinary course of their respective businesses, certain of the lenders and the other parties to the Revolving Credit Agreement and their respective affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with the Company and its affiliates for which they have in the past received, and/or may in the future receive, customary compensation and expense reimbursement.
The foregoing description of the Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolving Credit Agreement, which is filed as Exhibit 10.1, 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 included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On
Item 9.01. Exhibits (d) List of Exhibits Exhibit No. Description 10.1 Third Amended and Restated Credit Agreement, dated as ofJune 23, 2021 , amongAnalog Devices, Inc. , as Borrower,Bank of America, N.A . as Administrative Agent, SwingLine Lender and L/C Issuer, and each lender from time to time party thereto. 99.1 Press Release, datedJune 23, 2021 104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
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