Item 1.01 Entry into a Material Definitive Agreement.
On October 25, 2016, Lennox International Inc. (the Company) entered into an Underwriting Agreement (the Underwriting
Agreement) with J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, under which the Company agreed to issue and sell to the several underwriters $350,000,000 aggregate
principal amount of the Companys 3.000% Notes due 2023 (the Notes). The Company issued the Notes against payment therefor on November 3, 2016.
The Notes were issued pursuant to the Indenture, dated as of May 3, 2010 (as amended, supplemented or otherwise modified to the date hereof,
the Base Indenture), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee (the Trustee), as further supplemented by the Sixth Supplemental Indenture, dated as of November 3, 2016 (the
Supplemental Indenture and, together with the Base Indenture, the Indenture), among the Company, the guarantors party thereto (the Guarantors) and the Trustee. The Notes are guaranteed on a senior unsecured basis
by the Guarantors.
The Company will pay interest on the Notes on each of May 15 and November 15, beginning on May 15,
2017. The Notes will mature on November 15, 2023. Before September 15, 2023, the Company may, at any time, redeem the Notes at a redemption price equal to the greater of 100% of the principal amount and the make whole price
described in the Indenture, plus accrued and unpaid interest. On or after September 15, 2023, the Company may redeem the Notes at par, plus accrued and unpaid interest.
The Company will use the net proceeds from the sale of the Notes for general corporate purposes, which may include repurchasing shares of the
Companys common stock or repaying indebtedness.
Upon the occurrence of both (a) a change of control of the Company and
(b) within a specified period in relation to the change of control, a downgrade of the Notes by either Moodys Investors Service, Inc. or Standard & Poors Ratings Services to a rating below an investment grade rating, the Company
may be required to purchase some or all of the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase.
The Notes are subject to the covenants in the Indenture, which include limitations on liens, limitations on sale and leaseback transactions
and limitations on mergers, consolidations and transfers of substantially all of the Companys assets.
The Indenture contains
customary events of default, including: (a) failure to pay principal or premium, if any, on they Notes when due; (b) failure to pay any interest on the Notes for 30 days after the interest becomes due; (c) failure to perform, or
breach of, any other covenant in the Indenture for 90 days after written notice thereof; (d) the guarantee of any Guarantor ceases to be in effect and enforceable in accordance with its terms; (e) acceleration of at least $75 million of
indebtedness of the Company or any Guarantor, as the result of an event of default, as defined in an indenture or instrument under which such indebtedness is outstanding, if such acceleration is not rescinded or annulled within 30 days after notice
thereof has been given; and (f) specified events of bankruptcy, insolvency or reorganization involving the Company or any Guarantor.
The foregoing summary of the Base Indenture, the Supplemental Indenture and the Notes is qualified in its entirety by reference to the full
text of the Base Indenture, the Supplemental Indenture and the Notes, which are included as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3 hereto and are incorporated herein by reference.
In addition, in connection with the public offering of the Notes, the Company is filing the exhibits to this Current Report on Form 8-K for
the purpose of incorporating such exhibits in its Registration Statement on Form S-3 (Reg. No. 333-214162). The exhibits to this Current Report on Form 8-K are hereby incorporated into such Registration Statement by reference.