LOWES COMPANIES, INC. (NYSE:LOW) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On November23, 2016, Lowes Companies, Inc. (the Company) entered
into a $1.75billion five-year unsecured revolving amended and
restated credit agreement (the Amended and Restated Credit
Agreement) with the lenders named therein, Bank of America, N.A.,
as administrative agent, swing line lender and a letter of credit
issuer, Wells Fargo Bank, National Association, as syndication
agent and a letter of credit issuer, and Goldman Sachs Bank USA,
JPMorgan Chase Bank, N.A., SunTrust Bank and U.S. Bank National
Association, as co-documentation agents. The Amended and Restated
Credit Agreement amends and restates the Companys credit
agreement, dated as of August29, 2014, to, among other things,
(i)extend the maturity date of the revolving credit facility,
(ii)add a multicurrency subfacility and (iii)modify the revolving
commitments of the lenders. Capitalized terms used but not
defined herein have the meanings ascribed to such terms in the
Amended and Restated Credit Agreement.
Subject to obtaining commitments from the lenders and satisfying
other conditions specified in the Amended and Restated Credit
Agreement, the Company may increase the aggregate availability
under the facility by an additional $500 million.
The Company may request borrowings under the Amended and Restated
Credit Agreement that are denominated in any of the following
currencies: U.S.Dollar, Euro, Sterling, Canadian Dollar and such
other currencies as are approved by the administrative agent and
the lenders in accordance with the Amended and Restated Credit
Agreement.
Borrowings under the Amended and Restated Credit Agreement will
bear interest, at the Companys option, calculated according to a
Base Rate or a Eurocurrency Rate, as the case may be, plus an
applicable margin. Depending on the Companys credit ratings at
the time of the borrowing, the applicable margin on a Base Rate
Loan ranges from 0.000% to 0.125% and the applicable margin on a
Eurocurrency Rate Loan ranges from 0.690% to 1.125%. At the
Companys current credit ratings, the applicable margin would be
0.000% for a Base Rate Loan and 0.910% for a Eurocurrency Rate
Loan.
In addition, the Company must pay (i)a facility fee on the
lenders aggregate commitments under the Amended and Restated
Credit Agreement ranging from 0.060% to 0.125%per annum,
depending on the Companys credit ratings, and (ii)a letter of
credit fee for the outstanding letters of credit under the
Amended and Restated Credit Agreement ranging from 0.690% to
1.125%per annum, depending on the Companys credit ratings. At the
Companys current credit ratings, the facility fee would be 0.090%
of the aggregate commitments of the lenders (regardless of
whether any borrowings are outstanding), and the letter of credit
fee for an outstanding letter of credit would be computed at
0.910%. As of the date hereof, there are no outstanding
borrowings under the Amended and Restated Credit Agreement.
The Amended and Restated Credit Agreement contains customary
representations, warranties and covenants for a transaction of
this type, including a financial covenant concerning the ratio of
Consolidated Adjusted Funded Debt to Consolidated EBITDAR, as set
forth in the Amended and Restated Credit Agreement. The Amended
and Restated Credit Agreement requires the Company to maintain at
the end of each fiscal quarter a Consolidated Adjusted Funded
Debt to Consolidated EBITDAR ratio that does not exceed 4.00 to
1.00.
The Amended and Restated Credit Agreement also contains customary
events of default, including a cross-default provision and a
change of control provision.In the event of a default, the
administrative agent shall, at the request of, or may, with the
consent of, the required lenders, declare the obligations under
the Amended and Restated Credit Agreement immediately due and
payable and the commitments of the lenders may be terminated.For
certain events of default relating to insolvency and
receivership, the commitments of the lenders are automatically
terminated and all outstanding obligations become due and
payable.
The foregoing description of the Amended and Restated Credit
Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Amended and
Restated Credit Agreement, a copy of which is attached hereto as
Exhibit10.1 and incorporated herein by reference.
Certain lender parties to the Amended and Restated Credit
Agreement and certain of their respective affiliates have
performed in the past, and may from time to time perform in the
future, banking, investment banking and other advisory services
for the Company and its affiliates for which they have received,
and/or will receive, customary fees and expenses.
| Item2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure required by this Item and included in Item1.01 is
incorporated by reference.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 |
Amended and Restated Credit Agreement, dated as of November23, 2016, by and among Lowes Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, Wells Fargo Bank, National Association, as syndication agent and a letter of credit issuer, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., SunTrust Bank and U.S. Bank National Association, as co-documentation agents, and the other lenders party thereto. |
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 down -1.01 at 71.20 with 2,710,550 shares trading hands.