Wells Fargo Bank, National Association, and some of the lenders party to the Amended Credit Agreement and their respective affiliates have various relationships with the Company and its subsidiaries in the ordinary course of business involving the provision of financial services, including cash management, commercial banking, investment banking or other services.
The foregoing description of the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Senior Notes
On September 12, 2024, PFG Inc. issued and sold $1.0 billion aggregate principal amount of its 6.125% Senior Notes due 2032 (the “Notes”), which mature on September 15, 2032, pursuant to an indenture, dated as of September 12, 2024 (the “Indenture”), among PFG Inc., Parent, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The Notes were issued at par and will bear interest at a rate of 6.125% per annum, payable semi-annually in arrears.
The Company intends to use the net proceeds of the offering, together with borrowings under the Amended Credit Agreement, to finance the cash consideration payable in connection with the Company’s previously announced proposed acquisition of Cheney Bros, Inc. and to pay related fees and expenses. Pending such uses, the net proceeds may be temporarily used for general corporate purposes, including repayment of borrowings under the Amended Credit Agreement.
The Notes are and will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by Parent and by each of Parent’s existing and future material wholly-owned domestic restricted subsidiaries (other than PFG Inc.), to the extent such subsidiaries guarantee indebtedness under the Amended Credit Agreement, other capital markets debt securities or certain other indebtedness incurred under credit facilities. The Notes are not, and will not be, guaranteed by the Company.
Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture) or upon the sale of certain assets in which PFG Inc. does not apply the proceeds as required by the Indenture, the holders of the Notes will have the right to require PFG Inc. to make an offer to repurchase each holder’s Notes at a price equal to 101% (in the case of a Change of Control Triggering Event) or 100% (in the case of an asset sale) of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
At any time prior to September 15, 2027, PFG Inc. may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus a make-whole premium and accrued and unpaid interest, if any, to, but excluding, the redemption date. PFG Inc. may redeem the Notes, in whole or in part, at any time on or after September 15, 2027 at redemption prices equal to 103.063%, 101.531% and 100.000% of the principal amount of the Notes redeemed if the redemption occurs during the twelve-month periods beginning on September 15 of the years 2027, 2028 and 2029, respectively, in each case plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable redemption date. In addition, prior to
