Item 1.01
Entry into a Material Definitive Agreement.
On October 6, 2017, W.W. Grainger, Inc. (the
Company
), as borrower, entered into a five-year syndicated revolving credit facility agreement (the
Credit Facility
) with the financial institutions and other lenders named therein, and U.S. Bank National Association (
U.S. Bank
), as administrative agent. Pursuant to the Credit Facility, the Company and certain of its subsidiaries (collectively, the
Borrowers
) may obtain loans in various currencies on a revolving basis in an aggregate amount not exceeding the U.S. Dollar equivalent of $750,000,000, which amount may be increased from time to time up to $1,125,000,000 at the request of the Company, subject to obtaining additional commitments and other customary conditions. The Credit Facility replaces the Companys former $900,000,000 unsecured revolving credit facility, dated as of August 22, 2013, as amended on April 7, 2015 (the
2013 Credit Facility
), among the Company, the lenders party thereto, and U.S. Bank National Association, as administrative agent, which was scheduled to mature on August 22, 2018. The termination date for the 2013 Credit Facility was October 6, 2017.
The Credit Facility is unsecured and repayable at maturity on October 6, 2022, subject to a one-time, one-year extension if sufficient lenders agree. Borrowings under the Credit Facility will bear interest, at the Companys option, either at (a) the Eurocurrency rate for specified interest periods plus a margin determined with reference to the rating on the Companys non-credit-enhanced, senior unsecured long-term debt or (b) the base rate, which is the highest of (i) 0%, (ii) U.S. Bank National Associations prime rate, (iii) the federal funds rate plus 0.50% per annum or (iv) the Eurocurrency rate for a one month interest period plus 1.00% per annum, plus, in each case, a margin determined with reference to the rating on the Companys non-credit-enhanced, senior unsecured long-term debt. The facility fees are also determined with reference to the rating on the Companys non-credit-enhanced, senior unsecured long-term debt.
The Credit Facility contains customary representations and warranties and covenants for a transaction of this type, including covenants applicable to the Company and its subsidiaries limiting liens, substantial asset sales and mergers. Most of these restrictions are subject to certain minimum thresholds and exceptions. In addition, the Credit Facility contains customary events of default, including (subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of any representation or warranty, bankruptcy or insolvency proceedings, change of control, ERISA matters and cross-acceleration to other debt agreements. The Company has unconditionally guaranteed the obligations of each other Borrower under the Credit Facility.
The above summary of the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Facility, a copy of which has been filed as Exhibit 10.1 hereto.