| Item 1.01 | Entry into a Material Definitive Agreement |
On December 16, 2024 (the “Amendment Effective Date”), Resideo Technologies, Inc. (the “Company”, “we”, “our”, or “Resideo”) entered into a Fifth Amendment to the Amended and Restated Credit Agreement, dated as of the Amendment Effective Date (the “Amendment”), by and among the Company, Resideo Holding Inc., a Delaware corporation, Resideo Intermediate Holding Inc., a Delaware corporation, Resideo Funding Inc., a Delaware corporation, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, which amended the existing Amended and Restated Credit Agreement dated as of February 12, 2021 (as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of March 28, 2022, that certain Second Amendment to Amended and Restated Credit Agreement dated as of June 30, 2023, that certain Third Amendment to Amended and Restated Credit Agreement dated as of May 24, 2024, that certain Fourth Amendment to Amended and Restated Credit Agreement, dated as of June 14, 2024, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”).
Pursuant to the Amendment, all of the existing senior secured term B loans, comprising of an initial seven-year tranche maturing on February 1, 2028, with an outstanding principal amount (as of the Amendment Effective Date) of $517,787,216.60 (the “Initial Term B Tranche”), and an incremental seven-year tranche maturing on May 14, 2031 with an outstanding principal amount (as of the Amendment Effective Date) of $598,500,000 (the “Incremental Term B Tranche”) under the Existing Credit Agreement were repriced as follows:
| | • | | the interest rate margin on both the Initial Term B Tranche and the Incremental Term B Tranche was reduced by 25 basis points, from Term SOFR plus 2.00% to Term SOFR plus 1.75%; and |
| | • | | the existing call protection on both the Initial Term B Tranche (which expired on November 25, 2024) and the Incremental Term B Tranche (which expired on the Amendment Effective Date), was reinstated such that any prepayments of the Initial Term B Tranche or the Incremental Term B Tranche made in connection with certain repricing transactions with respect to the applicable term B loan tranche within six months after the Amendment Effective Date will be subject to a 1.00% prepayment premium. |
No other material changes were made to the terms of the Initial Term B Tranche, the Incremental Term B Tranche or the Existing Credit Agreement.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement |
The information set forth in Item 1.01 is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | |
| 10.1 | | Fifth Amendment to the Amended and Restated Credit Agreement, dated as of December 16, 2024, by and among Resideo Technologies, Inc., a Delaware corporation, Resideo Holding Inc., a Delaware corporation, Resideo Intermediate Holding Inc., a Delaware corporation, Resideo Funding Inc., a Delaware corporation, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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