based upon the amount of daily usage of the Revolver over the available aggregate lender commitments thereunder during the applicable quarterly period. Both the applicable interest rate and the commitment fee are subject to adjustment based on the Company’s debt ratings. The Revolver also contains provisions specifying alternative interest rate calculations to be used at such time as LIBOR ceases to be available as a benchmark for establishing the interest rate on floating interest rate borrowings.
The foregoing description of the Revolver is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolver, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.
Term Loan Credit Agreement
On August 25, 2021, the Company also entered into a Term Loan Credit Agreement (the “Term Facility”) with JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., BofA Securities, Inc., Mizuho Bank, Ltd., Truist Securities, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners, Citizens Bank, National Association, Fifth Third Bank, PNC Capital Markets LLC, Regions Bank and U.S. Bank National Association, as joint lead arrangers, Bank of America, N.A., Mizuho Bank, Ltd., Truist Bank and Wells Fargo Bank, N.A., as co-syndication agents, and the lenders named therein.
The Term Facility provides for a five-year unsecured delayed draw term loan facility in an aggregate principal amount of $700,000,000, which the Company may draw upon in several borrowings until May 25, 2022 (the “Commitment Termination Date”). The Term Facility may be drawn to finance acquisitions, including the acquisition of Appriss Insights, and for other general corporate purposes. The Company currently expects to draw the entire amount of the Term Facility on or about the Appriss Closing Date to finance the acquisition of Appriss Insights. The Term Facility requires scheduled quarterly payments in annual amounts equal to 2.50% of the principal amount of the Term Facility funded prior to the Commitment Termination Date, commencing with the first business day of the full calendar quarter ending after August 25, 2023, with the balance paid at maturity.
The terms of the Term Facility include various financial and non-financial covenants, which are substantially similar as the covenants applicable to the Revolver. Borrowings under the Term Facility are unsecured and will rank on parity in right of payment with all of the Company’s other senior unsecured indebtedness from time to time outstanding.
Interest will be payable on borrowings under the Term Facility at a base rate or LIBOR plus a specified margin. From and including the effectiveness of the Term Facility until the Commitment Termination Date, the Company is required to pay on a quarterly basis a ticking fee with respect to the Term Facility, which is calculated based upon the amount of daily usage of the Term Facility over the available aggregate lender commitments thereunder during the applicable quarterly period. Both the applicable interest rate and the ticking fee are subject to adjustment based on the Company’s debt ratings. The Term Facility also contains provisions specifying alternative interest rate calculations to be used at such time as LIBOR ceases to be available as a benchmark for establishing the interest rate on floating interest rate borrowings.
The foregoing description of the Term Facility is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Facility, which is filed as Exhibit 10.2 hereto, and is incorporated herein by reference.
| Item 1.02. | Termination of a Material Definitive Agreement. |
On August 25, 2021, upon entry into the Revolver and the Term Facility described in Item 1.01 above, the Company terminated its Existing Credit Facility.
