LOWES COMPANIES, INC. (NYSE:LOW) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement.
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into an Underwriting Agreement (the Underwriting Agreement) with
Merrill Lynch, Pierce, Fenner Smith Incorporated, J.P. Morgan
Securities LLC and SunTrust Robinson Humphrey, Inc., as
representatives of the several underwriters named therein
(together, the Underwriters), to sell to the Underwriters, who
severally have agreed to purchase, $1.5 billion aggregate
principal amount of the Companys 3.50% Notes due May 3, 2027 and
$1.5 billion aggregate principal amount of the Companys 4.050%
Notes due May 3, 2047 (together, the Notes). The Notes were
registered under the Securities Act of 1933, as amended (the
Securities Act), to the Companys registration statement on Form
S-3 (File No. 333-206537) filed with the Securities and Exchange
Commission (the Commission) on August 24, 2015. The Underwriting
Agreement contains customary representations, warranties and
covenants by the Company, and customary closing conditions,
indemnification rights and termination provisions. The sale of
the Notes is expected to close on May 3, 2017.
dated as of December 1, 1995, between the Company and U.S. Bank
National Association, as successor trustee (the Trustee), as
supplemented by a Fourteenth Supplemental Indenture, to be dated
as of May 3, 2017, between the Company and the Trustee. A
description of the Notes and a description of the underwriting
thereof are included in the Companys Prospectus Supplement, dated
as of April 19, 2017 and filed with the Commission on April 21,
2017 to Rule 424(b)(2) of the Securities Act.
service financial institutions that have engaged in, and may in
the future engage in, investment banking, commercial banking and
other commercial dealings in the ordinary course of business with
the Company or its affiliates. In particular, the affiliates of
some of the Underwriters are participants in the Companys senior
credit facility described in the Companys filings with the
Commission. Additionally, some of the Underwriters or their
affiliates are also acting as dealer managers in the Companys
previously announced tender offer to purchase for cash up to $1.6
billion combined aggregate principal amount of certain of its
oustanding notes. They have received, or may in the future
receive, customary fees and commissions or other payments for
these transactions. Further, U.S. Bancorp Investments, Inc., one
of the underwriters, is an affiliate of the Trustee.
purport to be complete and is qualified in its entirety by
reference to the full text of the Underwriting Agreement, a copy
of which is filed herewith as Exhibit 1.1 and incorporated herein
by reference.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
incorporated by reference.
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Item 8.01
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Other Events.
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the pricing of the Notes, a copy of which is filed herewith as
Exhibit 99.1 and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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1.1
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Underwriting Agreement, dated as of April 19, 2017, among
Lowes Companies, Inc., Merrill Lynch, Pierce, Fenner Smith Incorporated, J.P. Morgan Securities LLC and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters named therein. |
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99.1
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Press Release, dated April 19, 2017.
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About LOWE’S COMPANIES, INC. (NYSE:LOW)
Lowe’s Companies, Inc. (Lowe’s) is a home improvement retailer. The Company operates approximately 1,860 home improvement and hardware stores, representing approximately 200 million square feet of retail selling space. The Company operates approximately 1,800 stores located across over 50 states in the United States, including approximately 80 Orchard Supply Hardware (Orchard) stores in California and Oregon, as well as approximately 40 stores in Canada and over 10 stores in Mexico. The Company operates through the home improvement retail operations segment. The Company offers a range of products for maintenance, repair, remodeling and decorating. The Company offers home improvement products in categories, including Lumber and Building Materials; Tools and Hardware; Appliances; Fashion Fixtures; Rough Plumbing and Electrical; Lawn and Garden; Seasonal Living; Paint; Flooring; Millwork; Kitchens; Outdoor Power Equipment, and Home Fashions. LOWE’S COMPANIES, INC. (NYSE:LOW) Recent Trading Information
LOWE’S COMPANIES, INC. (NYSE:LOW) closed its last trading session up +1.05 at 84.17 with 4,553,624 shares trading hands.
