Item 1.01. Entry into a Material Definitive Agreement
Amended and Restated Credit Agreement
On December 12, 2018, Medtronic Global Holdings S.C.A. (the “Company”), as borrower, entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) by and among the Company, certain subsidiaries of Medtronic plc, an Irish public limited company (“Parent”), from time to time party thereto as designated borrowers (the “Designated Borrowers” and together with the Company, the “Borrowers”), Medtronic, Inc., a Minnesota corporation (“Medtronic”), and Parent, as guarantors, the lenders from time to time party thereto and Bank of America N.A., as administrative agent. The Credit Agreement replaces the Amended and Restated Credit Agreement dated as of November 7, 2014 and effective as of January 26, 2015 under which the Company and Medtronic were co-borrowers.
The Credit Agreement provides for a $3.5 billion five-year unsecured revolving credit facility, subject to two one-year extension options. The commitments are intended to be used for general corporate purposes, including to backstop the Company’s $3.5 billion commercial paper program. Parent and Medtronic have guaranteed the obligations of the Borrowers under the Credit Agreement, and the Company will also guarantee the obligations of any Designated Borrower. The Credit Agreement includes a multicurrency borrowing feature for certain specified foreign currencies.
Borrowings under the Credit Agreement will bear interest, at the Company’s option, at either (i) the LIBO Rate (as defined in the Credit Agreement)plus a margin of between 0.500% to 1.125% based on the Company’s long-term debt ratings or (ii) the Alternate Base Rate (as defined in the Credit Agreement)plus a margin of between 0.000% to 0.125% based on the Company’s long-term debt ratings. In addition, a ratings-based commitment fee will accrue at a rate between 0.045% and 0.110% per annum on the unused commitments.
The Credit Agreement contains customary representations, warranties, conditions precedent, events of default and affirmative and negative covenants.
The foregoing description of the terms of the Credit Agreement is only a summary, does not purport to be complete, and is qualified in its entirety by the complete text of the Credit Agreement, a copy of which is filed as Exhibit 10.01 hereto and incorporated herein by reference.
In the ordinary course of their respective financial services businesses, certain of the lenders and other parties to the Credit Agreement and their respective affiliates have provided, and may in the future provide, investment banking, commercial banking, cash management, hedging, foreign exchange, advisory or other financial services to 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.
Item 9.01. Exhibits.
(d) List of Exhibits
