AMERIPRISE FINANCIAL, INC. (NYSE:AMP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On October12, 2017, Ameriprise Financial,Inc. (the “Company”) entered into a third amended and restated credit agreement with the lenders party thereto, Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender and Issuing Lender, Bank of America, N.A. and Citibank, N.A. as Co-Syndication Agents, and Credit Suisse AG, Cayman Islands Branch, Goldman Sachs Bank USA, HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A. and U.S. Bank National Association as Co-Documentation Agents (the “Restated Credit Agreement”). Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner& Smith, Incorporated, and Citigroup Global Markets Inc. served as Joint Lead Arrangers and Joint Bookrunners. The Restated Credit Agreement amends, restates and supersedes that certain credit agreement entered into by the Company on May1, 2015.
The Restated Credit Agreement provides for an unsecured revolving credit facility with an aggregate principal commitment amount at any time outstanding of up to $750 million. The Company may increase the aggregate principal commitment amount to up to $1 billion upon the satisfaction of certain conditions. Extensions of credit under the facility may be applied by the Company for working capital or any other general corporate purposes and may be made in the form of revolving loans, swingline loans, and letters of credit. Subject to the terms set forth in the Restated Credit Agreement, the Company may borrow, prepay and re-borrow amounts under the facility at any time prior to the termination of the facility.
Interest rates owed by the Company in connection with extensions of credit to the Restated Credit Agreement are determined by reference to an identified market rate, plus an applicable margin that fluctuates based on the then current rating of the Company’s senior unsecured long-term debt. The Company will also pay, on a quarterly basis, a facility fee on the aggregate amount of commitments by lenders under the facility, whether used or unused.
The Restated Credit Agreement contains customary representations and warranties, covenants and events of default. The covenants set forth in the Restated Credit Agreement include certain affirmative and negative operational and financial covenants including, without limitation, restrictions on the Company’s ability to incur certain liens, to make fundamental changes to its business, to enter into transactions with affiliates, and to permit subsidiary indebtedness to exceed 10 percent of consolidated net worth. The financial covenants require the Company to maintain an interest coverage ratio which exceeds 4.00 to 1.00 and to not permit its consolidated leverage ratio to exceed 40 percent. In addition, the Restated Credit Agreement provides for certain events of default, the occurrence of which could result in the acceleration of the Company’s obligations under the facility and the termination of the lenders’ obligation to extend credit to the Restated Credit Agreement.
The lending commitments under the facility are scheduled to expire on October12, 2022, at which time the Company will be required to pay in full all obligations then outstanding.
This description of the Restated Credit Agreement is qualified in its entirety by reference to the full text of the Restated Credit Agreement, a complete copy of which is attached hereto as Exhibit10.1 and is hereby incorporated by reference in response to this Item 1.01.
In the ordinary course of business, the Company and its affiliates have engaged, and may in the future engage, certain parties to the Restated Credit Agreement or the affiliates of such parties to provide commercial banking, investment banking, product distribution and other services for which the Company or its affiliates pay customary fees and commissions.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosure set forth under Item 1.01 is incorporated herein by reference.