Item 1.01.
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Entry into a Material Definitive Agreement.
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On October 2, 2019, Newell Brands Inc., a Delaware corporation (the “Company”) and Jarden Receivables, LLC, a wholly-owned subsidiary of the Company (“Jarden Receivables”) entered into an Amended and Restated Loan and Servicing Agreement among Jarden Receivables, as Borrower, the Company, as Servicer, the Conduit Lenders, the Committed Lenders and the Managing Agents named therein, PNC Bank, National Association and Royal Bank of Canada, each as an Issuing lender, PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent (the “Amended and Restated Loan and Servicing Agreement”). The Amended and Restated Loan and Servicing Agreement replaces the Company’s existing Loan and Servicing Agreement that would have expired on October 3, 2019 and reduces the accounts receivable facility limit to $600 million ($500 million during the Seasonal Period, as defined in the Amended and Restated Loan and Servicing Agreement).
Pursuant to the terms of the Amended and Restated Loan Servicing Agreement, the Company and certain operating subsidiaries (collectively, the “Originators”) will sell, on an ongoing basis, their receivables to Jarden Receivables and Jarden Receivables will acquire such receivables through loans received under the Amended and Restated Loan and Servicing Agreement. Jarden Receivables will be the owner of the purchased receivables and is the borrower under the Amended and Restated Loan and Servicing Agreement. The assets of Jarden Receivables will be restricted as collateral for the payment of debt or other obligations arising under the facility, and Jarden Receivables’ assets and credit are not available to satisfy the debts and obligations owed to the Company’s or any other Originator’s creditors. The Company includes Jarden Receivables’ assets, liabilities and results of operations in its consolidated financial statements.
Interest on the loans accrues at a rate based on (i) LIBOR, (ii) commercial paper interest rates or (iii) a base rate equal to the higher of (x) the prime rate and (y) the federal funds rate plus 0.50%. The Amended and Restated Loan and Servicing Agreement contains customary events of termination, representations and warranties and affirmative and negative covenants for facilities of this type, including the obligation of the Company to maintain the same total indebtedness to total capital ratio as it is required to maintain under its revolving credit facility. Certain of the institutions that are parties to the Amended and Restated Loan and Servicing Agreement (and their respective subsidiaries and affiliates) have in the past provided, from time to time, and may in the future continue to provide, investment banking, underwriting, lending, commercial banking, trust and other advisory services to the Company and its subsidiaries and affiliates. These parties have received, and may in the future receive, customary compensation from the Company and its subsidiaries and affiliates for such services.
The foregoing description of the Amended and Restated Loan and Servicing Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Loan and Servicing Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.