KB HOME: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant (Form 8-K)

0

Section 1.01 Entering into a Material Definitive Agreement.

At February 18, 2022, Knowledge base home (“the Company”) has entered into a fourth amended and restated revolving loan agreement with the lenders parties thereto (“Lenders”) which increases the covenant under the Company’s unsecured revolving credit facility (as amended, the “Amended Fourth Credit Facility”) of $800.0 million for
$1.09 billion and prolongs its maturity October 7, 2023 for February 18, 2027. In certain circumstances, the maximum aggregate principal amount of loans available under the Fourth Amended Credit Facility may be increased up to $1.29 billion, as long as additional commitments from the lender are obtained. The Fourth Amended Credit Facility includes a $250.0 million sub-limit for letters of credit. Citibank, North America. is the administrative agent of the Fourth Modified Credit Facility and is a lender. The Fourth Amended Credit Facility replaces the Company’s prior Third Amended and Restated Revolving Credit Facility, which was entered into on October 7, 2019 (“Third Amended Credit Facility”).

The Company maintains banking relationships in the normal course of business with Citibank, North America.; Bank of America, North America., West bank, Citizens Bank, North America, Fifth Third BankNational Association, JPMorgan Chase Bank, North America., and
Wells Fargo Bank, National Associationwho act as syndication agents for the Fourth Amended Credit Facility and are lenders; Citibank, North America., BofA Securities, Inc., West bank, Citizens Bank, North America, Fifth Third BankNational Association, JPMorgan Chase Bank, North America., and Wells Fargo Securities, LLC, who are acting as lead managers and joint bookrunners for the Fourth Amended Credit Facility; and with some of the other lenders. In addition, subject to the payment of customary fees and reimbursements of expenses, the Company has undertaken and may undertake in the future Citibank, North America., syndication agents, co-managers and co-bookrunners and certain of the other lenders and their respective affiliates to perform commercial banking, investment banking, underwriting and advisory services for and/or transact with the Company.

Similar to the Third Amended Credit Facility, the Fourth Amended Credit Facility contains various covenants, including financial covenants relating to tangible net worth, leverage, liquidity or interest coverage and borrowing, as well as a limitation of investments in joint ventures and subsidiary non-guarantors. In addition, the Fourth Amended Credit Facility contains customary events of default, subject to recovery periods in certain circumstances, which would result in the termination of the covenant and allow the lenders to accelerate payment of outstanding borrowings and require cash collateral for letters of credit, including non-payment of principal, interest and fees or other amounts; breach of covenants; inaccuracy of representations and warranties; cross default of certain other debts; unpaid judgments; and certain bankruptcies and other insolvencies. If a change of control (such as

                                       2

————————————————– ——————————

defined in the Fourth Amended Credit Facility) occurs, the Lenders may terminate the Commitment and require the Company to repay outstanding borrowings under the Fourth Amended Credit Facility and cash collateralize the Letters of Credit. Interest rates on borrowings will generally be based either on an adjusted forward SOFR rate or on a base rate, plus a spread ranging from 1.25% to 1.75% and from 0.25% to 0, 75%, respectively, depending on the Company’s debt ratio. Based on the Company’s leverage ratio at closing, the commitment fee on the unused portion of the fourth amended credit facility accrues at an annual rate of 0.15%.

Borrowings under the Fourth Amended Credit Facility, which may be repaid and drawn back subject to its terms, must be guaranteed by certain subsidiaries of the Company and may be used for general corporate purposes, including authorized purchases. At closing, the Company had approximately
$475.0 million of loans and $8.6 million outstanding letters of credit under the Third Amended Credit Facility. As a result, at closing, the Company had approximately $606.4 million available for borrowing under the Fourth Amended Credit Facility, with up to approximately $241.4 million of this amount available for issuing letters of credit. On Closing, the Company’s subsidiaries that were guarantors of borrowings under the Third Amended Credit Facility became guarantors of borrowings under the Fourth Amended Credit Facility.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet arrangement of a registrant.

(a) The information set out above in Section 1.01 is incorporated by reference into this Section 2.03.

                                       3

————————————————– ——————————

© Edgar Online, source Previews

Share.

About Author

Comments are closed.