STEWART INFORMATION SERVICES CORP: conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, financial statements and supporting documents (Form 8-K)
Item 1.01 Conclusion of a Material Definitive Agreement
Information included or incorporated by reference in Section 2.03 of this current report on Form 8-K (this âReportâ) is incorporated by reference in Section 1.01 of this report.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The credit facility evidenced by the credit agreement consists of a
(as amended before the date hereof, the âExisting Credit Agreementâ). Other loan proceeds from time to time under the Credit Agreement may be used for general corporate purposes, including financing certain strategic acquisitions.
At the option of the Company, borrowings under the Credit Agreement will bear interest either (a) at the base rate plus the applicable margin (each as defined in the credit agreement) or (b) at the LIBOR rate (as as defined in the credit agreement) plus the Applicable Margin. The applicable margin, based on the debt to capitalization ratio of the Company (as defined in the credit agreement), for revolving loans ranges from 0.25% to 0.625% per annum for base rate loans and from 1 , 25% to 1.625% per annum for loans at the LIBOR rate and for term loans varies from 0.0% to 0.25% per annum for borrowings at the base rate and from 0.875% to 1.25% per annum. year for loans at the LIBOR rate. In addition, a commitment fee accumulates, based on the Company’s debt-to-capitalization ratio, ranging from 0.15% to 0.30% per annum on the average unused daily portion of commitments.
The credit agreement contains customary restrictive covenants including, but not limited to, clauses relating to the payment of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations. In addition, the credit agreement contains customary restrictive covenants limiting the ability of the company and the guarantors to, among other things, incur debts, grant liens, make investments, make certain fundamental changes, make certain transfers of assets and make certain restricted payments. The credit agreement also contains certain consolidated financial covenants providing that (a) the debt to total capitalization ratio will not be greater than 0.35 to 1.00 and (b)
Financial institutions parties to the credit agreement and their respective subsidiaries are full-service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, research in investment, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Some of these financial institutions and their respective affiliates were parties to the existing credit agreement and / or have provided, and may in the future, provide a variety of these services to the Company and to persons and entities having dealings with the Company. Company, for which they have received or will receive the usual fees and expenses.
The Credit Agreement replaces the Existing Credit Agreement, which was terminated on
The above summary of the material terms of the Credit Agreement and the transactions contemplated by it is qualified in its entirety by the Full Text of the Credit Agreement, which is attached as Exhibit 10.1 to this current report. on Form 8-K, and this exhibit is incorporated here by reference.
Item 9.01 Financial statements and supporting documents.
The following documents are attached:
Exhibit No. Description 10.1 Credit Agreement, dated as of
October 28, 2021among the Company, PNC Bank, as Administrative Agent, Swingline Loan Lender and Issuing Lender, the Guarantors, and Lenders party thereto.
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