CA, Inc. (NASDAQ:CA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant
On June27, 2017, CA, Inc. (the Company), as a borrower, amended
and restated its $1.0billion unsecured revolving credit facility
(including a letter of credit sub-facility) (the Amended and
Restated Credit Agreement), among the Company, Citibank, N.A., as
administrative agent, Bank of America, N.A., JPMorgan Chase Bank,
N.A. (JPMorgan) and Morgan Stanley MUFG Loan Partners, LLC (MS
MUFG), as co-syndication agents, Barclays Bank PLC, BNP Paribas,
HSBC Bank USA, National Association, Keybank National
Association, PNC Bank, National Association, The Bank of Nova
Scotia, U.S. Bank National Association and Wells Fargo Bank,
National Association, as documentation agents, Citigroup Global
Markets Inc., Merrill Lynch, Pierce, Fenner Smith Incorporated,
JPMorgan and MS MUFG, as joint lead arrangers and joint
bookrunners, and the other banks and financial institutions party
thereto. The Amended and Restated Credit Agreement comprises
commitments from 18 financial institutions. The Amended and
Restated Credit Agreement expires June27, 2022. However, the
Company has the option to extend such expiration date for
additional one-year terms with the written consent of lenders
having at least 50% of the commitments. Upon the approval of the
Companys Board of Directors or a duly authorized committee, the
Company may, at its option and subject to customary conditions,
request an increase in the aggregate commitment of up to
$500million.
Borrowings under the Amended and Restated Credit Agreement will
bear interest at a rate dependent on the Companys credit ratings
at the time of the borrowing and, at the Companys option, will be
calculated according to a base rate or a Eurocurrency rate, as
the case may be, plus an applicable margin fee. Depending on the
Companys credit ratings at the time of borrowing, the applicable
margin for a base rate borrowing ranges from 0.00% to 0.500% and
the applicable margin for a Eurocurrency borrowing ranges from
0.795% to 1.300%. At the Companys current credit ratings, the
applicable margin would be 0.125% for a base rate borrowing and
1.000% for a Eurocurrency borrowing. In addition, the Company
must pay facility fees, payable in arrears, quarterly on the
first day of each January, April, July, and October, commencing
July1, 2017, at rates, depending on the Companys credit ratings,
ranging from 0.080% to 0.200% of the aggregate amount of each
lenders revolving credit commitment. Based on the Companys
current credit ratings, the facility fee is 0.125% per annum of
the $1.0billion committed amount.
The Amended and Restated Credit Agreement contains customary
covenants for transactions of this type, including two financial
covenants: (i)for the 12 months as of any date, the ratio of
consolidated debt for borrowed money to consolidated cash flow,
each as defined in the Amended and Restated Credit Agreement,
must not exceed 4.00 to 1.00 and (ii)for the 12 months as of any
date, the ratio of consolidated cash flow to the sum of interest
payable on, and amortization of debt discount in respect of, all
consolidated debt for borrowed money, as defined in the Amended
and Restated Credit Agreement, must not be less than 3.50 to
1.00. The Amended and Restated Credit Agreement provides for
customary events of default, including, among other things,
defaults relating to other indebtedness of at least $100,000,000
in the
aggregate being rendered against the Company or its subsidiaries,
judgments in excess of $100,000,000 in the aggregate being
rendered against the Company or its subsidiaries, the acquisition
of 40% or more by any person or group of any outstanding class of
capital stock having ordinary voting power in the election of
directors of the Company, and the incurrence of certain
liabilities in excess of $100,000,000 in the aggregate under the
Employee Retirement Income Security Act of 1974, as amended. In
addition, the Amended and Restated Credit Agreement contains the
customary market language with respect to the recognition of the
applicable European Union bail-in legislation.
Certain of the
lenders, agents and other parties to the Amended and Restated
Credit Agreement, and their affiliates, have in the past
provided, and may in the future provide, investment banking,
underwriting, lending, commercial banking and other advisory
services to the Company and its subsidiaries. These lenders,
agents and other parties have received, and may in the future
receive, customary compensation from the Company and its
subsidiaries for these services.
The foregoing
description of the Amended and Restated Credit Agreement and
related matters is qualified in its entirety by reference to the
Amended and Restated Credit Agreement, which is filed as Exhibit
10.1 hereto and incorporated herein by reference.
Item9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits
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| 10.1 | Amended and Restated Credit Agreement dated June27, 2017. |
CA, INC. ExhibitEX-10.1 2 d388224dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION COPY U.S. $1,…To view the full exhibit click here About CA, Inc. (NASDAQ:CA)
CA, Inc. (CA) is engaged in providing software solutions enabling customers to plan, develop, manage and secure applications and enterprise environments across distributed, cloud, mobile and mainframe platforms. The Company operates through three business segments: Mainframe Solutions, Enterprise Solutions and Services. Its Mainframe Solutions and Enterprise Solutions segments comprise the Company’s software business organized by the nature of its software offerings and the platform on which the products operate. The Services segment comprises product implementation, consulting, customer education, customer training and application management services. CA’s Mainframe Solutions segment consists of various product offerings, including Application Development, Databases and Database Management, Security & Compliance, and Systems and Operations Management. The Enterprise Solutions segment consists of various product offerings, including Agile Management, DevOps and Security.