Item 1.01 Entry into a Material Definitive Agreement
On April 5, 2019, Lowe’s Companies, Inc. (the “Company”) issued an aggregate of $3.0 billion of unsecured notes, consisting of $1.5 billion aggregate principal amount of its 3.650% Notes due April 5, 2029 (the “2029 Notes”) and $1.5 billion aggregate principal amount of its 4.550% Notes due April 5, 2049 (the “2049 Notes” and, together with the 2029 Notes, the “Notes”). The Company received net proceeds, after expenses, of approximately $2.97 billion from the issuance of the Notes.
The Notes are governed by and were issued pursuant to the terms of an Amended and Restated Indenture, dated as of December 1, 1995 (the “Base Indenture”), between the Company and U.S. Bank National Association, as successor trustee (the “Trustee”), as supplemented by a Fifteenth Supplemental Indenture, dated as of April 5, 2019, between the Company and the Trustee (the “Fifteenth Supplemental Indenture” and, the Base Indenture as supplemented by the Fifteenth Supplemental Indenture, the “Indenture”).
The Notes are unsecured obligations and rank equally with the Company’s existing and future unsecured senior indebtedness. The Indenture contains covenants restricting the issuance of debt by the Company’s subsidiaries but does not restrict the Company from incurring additional indebtedness. Each series of the Notes is a new issue of securities with no established trading market. The Company does not intend to apply for the listing of any series of the Notes on any securities exchange or for quotation of such Notes on any automated dealer quotation system.
The 2029 Notes will mature on April 5, 2029 and the 2049 Notes will mature on April 5, 2049, in each case, unless earlier redeemed or repurchased by the Company. The 2029 Notes will bear interest at a rate of 3.650% per annum and the 2049 Notes will bear interest at a rate of 4.550% per annum. The Company will pay interest on the Notes semiannually in arrears on April 5 and October 5, commencing October 5, 2019. Interest will be computed on the basis of a360-day year composed of twelve30-day months. Payments of principal and interest to owners ofbook-entry interests will be made in accordance with the procedures of The Depository Trust Company and its participants in effect from time to time.
At any time prior to the date that is three months (with respect to the 2029 Notes) or six months (with respect to the 2049 Notes) prior to the applicable maturity date for such series of Notes, the Notes of each series will be redeemable, in whole at any time or in part from time to time, at the Company’s option, at a redemption price, to be calculated by the Company, equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes that, but for the redemption, would be due after the related redemption date through the applicable par call date with respect to the series of Notes being redeemed, assuming such notes matured on the applicable par call date (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semiannual basis (assuming a360-day year consisting of twelve30-day months) at the Treasury Rate (as defined in the Fifteenth Supplemental Indenture), plus 20 basis points with respect to the 2029 Notes, and 25 basis points with respect to the 2049 Notes; plus, in each case, accrued and unpaid interest thereon to, but excluding, the date of redemption.
On or after the date that is three months (with respect to the 2029 Notes) or six months (with respect to the 2049 Notes) prior to the applicable maturity date for such series of Notes, the 2029 Notes and the 2049 Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s option, at par plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
In addition, upon a Change of Control Triggering Event (as defined in the Fifteenth Supplemental Indenture), the holders of the Notes may require the Company to repurchase all or any part of their Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, on such Notes to the date of purchase (unless the Company has exercised its right to redeem the Notes).
The foregoing description of the Notes and the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, copies of which are filed herewith as Exhibit 4.1 through 4.4 and incorporated herein by reference.