UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 9, 2015
TUPPERWARE BRANDS CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware |
|
1-11657 |
|
36-4062333 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
14901 South Orange Blossom Trail, Orlando, Florida |
|
32837 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrants telephone number, including area code 407-826-5050
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 2 to Credit Agreement
On June 9,
2015, Tupperware Brands Corporation (the Company) and its wholly owned subsidiary Tupperware International Holdings B.V. (the Subsidiary Borrower), entered into Amendment No. 2 (Amendment
No. 2) to their multicurrency Amended and Restated Credit Agreement dated as of September 11, 2013, as amended by Amendment No. 1 dated as of June 2, 2014 (as so amended, the Credit Agreement), with
JPMorgan Chase Bank, N.A. as administrative agent (the Administrative Agent), swingline lender and issuing bank, and certain banks from time to time named therein, as syndication agents, joint book runners and joint lead
arrangers. Amendment No. 2 (i) reduces the aggregate amount available to the Company and the Subsidiary Borrower under the Credit Agreement from $650 million to $600 million (the Facility Amount), (ii) extends the
revolving maturity date of the Credit Agreement from September 11, 2018 to June 9, 2020, and (iii) amends the applicable margins for borrowings and the commitment fee to be generally more favorable for the Company. The Credit
Agreement provides (a) a revolving credit facility, available up to the full amount of the Facility Amount, (b) a letter of credit facility, available up to $50 million of the Facility Amount, and (c) a swingline facility, available
up to $100 million of the Facility Amount. Each of such facilities is fully available to the Company and is available to the Subsidiary Borrower up to an aggregate amount not to exceed $325 million. The Company is permitted to increase, on up to
three occasions, the Facility Amount by a total of up to $200 million (for a maximum aggregate Facility Amount of $800 million), subject to certain conditions.
Loans made under the Credit Agreement will comprise either (i) Eurocurrency Borrowings, bearing interest determined in reference to the
London interbank offered rate for the applicable currency and interest period, plus a margin or (ii) ABR Borrowings, bearing interest at the sum of (A) the greatest of (x) the rate of interest publicly announced from time
to time by JPMorgan Chase Bank, N.A. as its prime rate, (y) the Federal funds rate plus 0.5% and (z) adjusted LIBOR for one month plus 1%, and (B) a margin. The applicable margin in each case will be determined by reference to a
pricing schedule and will be based upon the better for the Company of (a) the ratio at any time of the consolidated funded indebtedness of the Company and its subsidiaries to the consolidated EBITDA (as defined in the Credit Agreement) of the
Company and its subsidiaries for the four (4) fiscal quarters then most recently ended, or (b) the Companys then existing long-term debt securities rating by Moodys Investor Service, Inc. or Standard and Poors Financial
Services, Inc. After giving effect to Amendment No. 2, the applicable margin for ABR Borrowings ranges from 0.375% to 0.875%, the applicable margin for Eurocurrency Borrowings ranges from 1.375% to 1.875%, and the applicable margin for the
commitment fee ranges from 0.175% to 0.300%. Loans made under the swingline facility will bear interest, if denominated in U.S. Dollars, at the same rate as an ABR Borrowing and, if denominated in another currency, at a rate to be agreed between the
Company and the swingline lender prior to the extension of such loan.
A copy of Amendment No. 2 is attached hereto as Exhibit 10.1 and incorporated
herein by reference. The foregoing description of Amendment No. 2 is qualified in its entirety by reference to such exhibit.
Item 9.01
Financial Statements and Exhibits.
|
|
|
|
|
Item No. |
|
Exhibit |
|
|
10.1 |
|
Amendment No. 2, dated as of June 9, 2015, to Amended and Restated Credit Agreement, as amended through June 2, 2014, among Tupperware Brands Corporation, Tupperware International Holdings B.V., the lenders party thereto, JPMorgan
Chase Bank, N.A., Crédit Agricole Corporate and Investment Bank, HSBC Bank USA, N.A., Keybank National Association and Mizuho Bank (USA). |
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
TUPPERWARE BRANDS CORPORATION |
|
|
|
|
Date: June 12, 2015 |
|
|
|
By: |
|
/s/ Thomas M. Roehlk |
|
|
|
|
Thomas M. Roehlk |
|
|
|
|
Executive Vice President, Chief Legal
Officer and Secretary |
3
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 2
Dated as of
June 9, 2015
to
AMENDED AND RESTATED CREDIT AGREEMENT
dated as of
September 11,
2013
among
TUPPERWARE
BRANDS CORPORATION,
as the Borrower,
TUPPERWARE INTERNATIONAL HOLDINGS B.V.
as the Subsidiary Borrower,
The
Lenders Party Hereto,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Swingline Lender and Issuing Bank,
and
CRÉDIT AGRICOLE
CORPORATE AND INVESTMENT BANK, HSBC BANK USA, N.A.,
KEYBANK NATIONAL ASSOCIATION and MIZUHO BANK (USA),
as Syndication Agents
J.P. MORGAN SECURITIES LLC, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
HSBC BANK USA, N.A., KEYBANK NATIONAL ASSOCIATION and MIZUHO BANK (USA),
as Joint Bookrunners and Joint Lead Arrangers
AMENDMENT NO. 2
Dated as of June 9, 2015
to
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of September 11, 2013
THIS AMENDMENT NO. 2 (this Amendment) is made as of June 9, 2015 by and among Tupperware Brands Corporation, a
Delaware corporation (the Borrower), Tupperware International Holdings B.V. (the Subsidiary Borrower), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as
administrative agent (the Administrative Agent), under that certain Amended and Restated Credit Agreement dated as of September 11, 2013 by and among the Borrower, the Subsidiary Borrower, the Lenders and the Administrative
Agent (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the
Credit Agreement.
WHEREAS, the Borrower and the Subsidiary Borrower have requested that the Lenders and the Administrative Agent agree to
certain amendments to the Credit Agreement;
WHEREAS, the Borrower, the Subsidiary Borrower, the Lenders and the Administrative Agent have
so agreed on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and
conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Subsidiary Borrower, the Lenders party hereto and the Administrative Agent hereby agree to enter
into this Amendment.
1. Amendments to the Credit Agreement. Effective as of the date first written above (the Amendment
No. 2 Effective Date) but subject to the satisfaction of the conditions precedent set forth in Section 2 below, the parties hereto agree that the Credit Agreement is hereby amended as follows:
(a) The defined term Business Day set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:
Business Day means any day that is not a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term Business Day shall also exclude any day on which banks are not
open for dealings in dollar deposits in the London interbank market.
(b) The defined term Fee Letter set forth in
Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Fee
Letter means the administrative agent fee letter agreement, dated as of the Second Amendment Effective Date, among the Borrower, JPMCB and J.P. Morgan Securities LLC, as amended, restated, supplemented or otherwise modified from time to
time.
1
(c) The defined term LIBO Rate set forth in Section 1.01 of the Credit Agreement
is hereby amended by amending and restating the last sentence of such defined term to read as follows:
LIBO
Rate means, with respect to any Eurodollar Borrowing for any applicable currency and for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the
administration of such rate for the relevant currency for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a
Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in
its reasonable discretion, in each case the LIBO Screen Rate) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall be
less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided further that if the Screen Rate shall not be available at such time for such Interest Period (an Impacted Interest Period)
with respect to the applicable currency then the LIBO Rate shall be the Interpolated Rate; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
(d) The defined term Revolving Commitment set forth in Section 1.01 of the Credit Agreement is hereby amended by amending and
restating the last sentence of such defined term to read as follows:
As of the Second Amendment Effective Date, the
aggregate amount of the Lenders Revolving Commitments is $600,000,000.
(e) The defined term Revolving Maturity Date set
forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Revolving Maturity Date means June 9, 2020.
(f) The defined term Swingline Exposure set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:
Swingline Exposure means, at any time, the aggregate principal amount
of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be the sum of (a) its Applicable Percentage of the total Swingline Exposure at such time other than with respect to any Swingline Loans made
by such Lender in its capacity as a Swingline Lender and (b) the aggregate principal amount of all Swingline Loans made by such Lender as a Swingline Lender outstanding at such time less the amount of participations funded by the other Lenders
in such Swingline Loans.
2
(g) Section 1.01 of the Credit Agreement is hereby amended by adding the following new
definitions therein in the appropriate alphabetical order for each such new definition:
Impacted Interest
Period has the meaning assigned to it in the definition of LIBO Rate.
Interpolated
Rate means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent
manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period for which the LIBO Screen Rate is available for the applicable currency) that is shorter than the
Impacted Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which that LIBO Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time.
LIBO Screen Rate has the meaning assigned to it in the definition of LIBO Rate.
Second Amendment Effective Date means June 9, 2015.
(h) Section 1.01 of the Credit Agreement is hereby amended by deleting in their entirety the defined terms Quotation Day,
TARGET2 and TARGET Day set forth therein.
(i) Section 1.04 of the Credit Agreement is hereby amended by
adding the following sentence to the end of such Section:
Notwithstanding any other provision contained herein, all terms
of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, in a manner such that any obligations relating to a lease that, in accordance with GAAP as in effect on
the Second Amendment Effective Date, would be accounted for by the Borrower as an operating lease shall be accounted for as obligations relating to an operating lease and not as obligations relating to a Capitalized Lease (and shall not constitute
Indebtedness hereunder).
(j) Section 2.05(a) of the Credit Agreement is hereby amended and restated in its entirety to read as
follows:
(a) Subject to the terms and conditions set forth herein, the Swingline Lender may, in its sole discretion, make
Swingline Loans denominated in Dollars, Euro or Sterling to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Dollar Equivalent of the
aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments, (iii) the Swingline Lenders Revolving Credit Exposure
exceeding its Revolving Commitment or (iv) the sum of the total Revolving Credit Exposures as to which the Subsidiary Borrower is the Applicable Borrower exceeding $325,000,000; provided that the Swingline Lender shall not be required to
make a Swingline Loan to refinance an outstanding Swingline Loan and no more than four Swingline Loans may be outstanding at any time. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow,
prepay and reborrow Swingline Loans.
(k) Section 2.09(d) of the Credit Agreement is hereby amended by deleting the reference to
$850,000,000 set forth therein and replacing such deletion with a reference to $800,000,000.
3
(l) Schedule 1.01 (Pricing Schedule) to the Credit Agreement is hereby amended and
restated in its entirety to read as set forth on Annex A attached hereto.
(m) Schedule 2.01 (Revolving Commitments) to
the Credit Agreement is hereby amended and restated in its entirety to read as set forth on Annex B attached hereto.
2.
Conditions of Effectiveness. The effectiveness of this Amendment on the Amendment No. 2 Effective Date is subject to the conditions precedent that the Administrative Agent shall have received the following:
(a) counterparts of (A) this Amendment duly executed by the Borrower and the Subsidiary Borrower, Lenders constituting Required Lenders
and the Administrative Agent, (B) a Reaffirmation in the form of Attachment A attached hereto duly executed by Dart and (C) the Fee Letter;
(b) payment and/or reimbursement of the Administrative Agents reasonable and documented out-of-pocket expenses (including, to the extent
invoiced, the reasonable fees and expenses of counsel for the Administrative Agent) and payment of the fees set forth in the Fee Letter, in each case, in connection with this Amendment;
(c) payment in full of all outstanding principal and accrued interest and fees, it being understood that such repayment may be made out of the
proceeds of Revolving Loans made on the Second Amendment Effective Date; and
(d) such other documents, instruments and agreements as the
Administrative Agent may reasonably request.
3. Representations and Warranties of the Borrower. The Borrower hereby represents and
warrants as follows:
(a) This Amendment and the Credit Agreement as modified hereby constitute legal, valid and binding obligations of
the Borrower and the Subsidiary Borrower, enforceable against the Borrower and the Subsidiary Borrower in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, examinership, court
protection, reorganization, moratorium or similar laws affecting the enforceability of creditors rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or
at law).
(b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default has
occurred and is continuing and (ii) the representations and warranties contained in Article III of the Credit Agreement are true and correct in all material respects (other than in respect of representations and warranties that are
subject to a Material Adverse Effect qualifier, in which case such representations and warranties are true and correct as stated and so qualified), except to the extent that such representations and warranties specifically refer to an earlier date,
in which case they were true and correct in all material respects (other than in respect of representations and warranties that are subject to a Material Adverse Effect qualifier, in which case such representations and warranties were true and
correct as stated and so qualified) as of such earlier date.
4
4. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness hereof, each reference in the Credit Agreement (including any reference to this Agreement,
hereunder, herein or words of like import referring thereto) or in any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended above, each Loan Document and all other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
(c) Except with respect to the subject
matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the
Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.
5. GOVERNING
LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
6. Headings.
Section headings use herein are for convenience of reference only, are not part of this Amendment for any other purpose and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
7. Counterparts. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed pdf. or any other
electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words execution, signed, signature,
delivery, and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of
records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent
and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic
Transactions Act.
8. Costs and Expenses. The Borrower hereby affirms its obligation under Section 9.03 of the Credit
Agreement to reimburse the Administrative Agent for all reasonable expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the reasonable
fees, charges and disbursements of attorneys for the Administrative Agent with respect thereto.
[Signature Pages Follow]
5
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written.
|
|
|
TUPPERWARE BRANDS CORPORATION |
|
|
By: |
|
/s/ Edward R. Davis III |
Name: |
|
Edward R. Davis III |
Title: |
|
VP and Treasurer |
|
TUPPERWARE INTERNATIONAL HOLDINGS B.V. |
|
|
By: |
|
/s/ Edward R. Davis III |
Name: |
|
Edward R. Davis III |
Title: |
|
Authorized Signatory |
Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement
TUPPERWARE BRANDS CORPORATION
|
|
|
JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Swingline Lender and Issuing Bank |
|
|
By: |
|
/s/ Antje Focke |
Name: |
|
Antje Focke |
Title: |
|
Vice President |
Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement
TUPPERWARE BRANDS CORPORATION
|
|
|
KEY BANK NATIONAL ASSOCIATION, as a Lender |
|
|
By: |
|
/s/ Marianne T. Meil |
Name: |
|
Marianne T. Meil |
Title: |
|
Senior Vice President |
Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement
TUPPERWARE BRANDS CORPORATION
|
|
|
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender |
|
|
By: |
|
/s/ Blake Wright |
Name: |
|
Blake Wright |
Title: |
|
Managing Director |
|
|
By: |
|
/s/ James Austin |
Name: |
|
James Austin |
Title: |
|
Director |
Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement
TUPPERWARE BRANDS CORPORATION
|
|
|
HSBC BANK USA NA, as a Lender |
|
|
By: |
|
/s/ Santiago A. Riviere |
Name: |
|
Santiago A. Riviere |
Title: |
|
Senior Vice President |
Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement
TUPPERWARE BRANDS CORPORATION
|
|
|
WELLS FARGO BANK, N.A., as a Lender |
|
|
By: |
|
/s/ Karen Harrington Martorelli |
Name: |
|
Karen Harrington Martorelli |
Title: |
|
SVP and Relationship Manager Commercial
Banking |
Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement
TUPPERWARE BRANDS CORPORATION
|
|
|
MIZUHO BANK (USA), as a Lender |
|
|
By: |
|
/s/ David Lim |
Name: |
|
David Lim |
Title: |
|
Senior Vice President |
Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement
TUPPERWARE BRANDS CORPORATION
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender |
|
|
By: |
|
/s/ Adrienne Young |
Name: |
|
Adrienne Young |
Title: |
|
Vice-President |
Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement
TUPPERWARE BRANDS CORPORATION
|
|
|
SUNTRUST BANK, as a Lender |
|
|
By: |
|
/s/ James R. Spaulding |
Name: |
|
James R. Spaulding |
Title: |
|
FVP |
Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement
TUPPERWARE BRANDS CORPORATION
|
|
|
U.S. BANK NATIONAL ASSOCIATION, as a Lender |
|
|
By: |
|
/s/ Kenneth R. Fieler |
Name: |
|
Kenneth R. Fieler |
Title: |
|
Vice President |
Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement
TUPPERWARE BRANDS CORPORATION
|
|
|
BNP PARIBAS, as a Lender |
|
|
By: |
|
/s/ Emma Petersen |
Name: |
|
Emma Petersen |
Title: |
|
Vice President |
|
|
By: |
|
/s/ Michael Hoffman |
Name: |
|
Michael Hoffman |
Title: |
|
Vice President |
Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement
TUPPERWARE BRANDS CORPORATION
ATTACHMENT A
REAFFIRMATION
The
undersigned hereby acknowledges receipt of a copy of Amendment No. 2 to the Amended and Restated Credit Agreement dated as of June 9, 2015 by and among Tupperware Brands Corporation, a Delaware corporation (the
Borrower), Tupperware International Holdings B.V. (the Subsidiary Borrower), listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as administrative agent (the Administrative
Agent), under that certain Amended and Restated Credit Agreement dated as of September 11, 2013 (the Amendment). Capitalized terms used in this Reaffirmation and not defined herein shall have the meanings given to
them in the Credit Agreement.
The undersigned reaffirms the terms and conditions of the Dart Guaranty and any other Loan Document
executed by it and acknowledges and agrees that such agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and
confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or
restated.
Dated: June 9, 2015
|
|
|
DART INDUSTRIES INC. |
|
|
By: |
|
/s/ Edward R. Davis III |
Name: |
|
Edward R. Davis III |
Title: |
|
VP and Treasurer |
ANNEX A
Schedule 1.01
PRICING
SCHEDULE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APPLICABLE RATE |
|
LEVEL I STATUS |
|
|
LEVEL II STATUS |
|
|
LEVEL III STATUS |
|
|
LEVEL IV STATUS |
|
Eurocurrency Spread |
|
|
1.375 |
% |
|
|
1.50 |
% |
|
|
1.625 |
% |
|
|
1.875 |
% |
ABR Spread |
|
|
.375 |
% |
|
|
.50 |
% |
|
|
.625 |
% |
|
|
.875 |
% |
Commitment Fee Rate |
|
|
.175 |
% |
|
|
.20 |
% |
|
|
.25 |
% |
|
|
.30 |
% |
For the purposes of this Schedule, the following terms have the following meanings, subject to the final
paragraph of this Schedule:
Financials means the annual or quarterly financial statements of the Borrower delivered pursuant
to this Agreement.
Level I Status exists at any date if either (a) as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, the Consolidated Leverage Ratio is less than or equal to 1.25 to 1.00 or (b) as of such date (i) the Borrowers S&P Rating is BBB or better or (ii) the Borrowers
Moodys Rating is Baa2 or better so long as the lower of the S&P Rating and the Moodys Rating is not more than one level below the other rating.
Level II Status exists at any date if either (a) as of the last day of the fiscal quarter of the Borrower referred to in the
most recent Financials, (i) the Borrower has not qualified for Level I Status and (ii) the Consolidated Leverage Ratio is less than or equal to 2.00 to 1.00 or (b) as of such date (i) the Borrowers S&P Rating is BBB- or
better or (ii) the Borrowers Moodys Rating is Baa3 or better so long as the lower of the S&P Rating and the Moodys Rating is not more than one level below the other rating.
Level III Status exists at any date if either (a) as of the last day of the fiscal quarter of the Borrower referred to in the
most recent Financials, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Consolidated Leverage Ratio is less than or equal to 2.75 to 1.00 or (b) as of such date (i) the Borrowers
S&P Rating is BB+ or better or (ii) the Borrowers Moodys Rating is Ba1 or better so long as the lower of the S&P Rating and the Moodys Rating is not more than one level below the other rating.
Level IV Status exists at any date if the Borrower has not qualified for Level I Status, Level II Status or Level III Status.
Moodys Rating means, at any time, the rating issued by Moodys Investors Service, Inc. and then in effect with respect
to the Borrowers senior unsecured long-term debt securities without third-party credit enhancement.
Rating means a Moodys Rating or S&P Rating.
S&P Rating means, at any time, the rating issued by Standard and Poors Financial Services, Inc. and then in effect with
respect to the Borrowers senior unsecured long-term debt securities without third-party credit enhancement.
Status
means Level I Status, Level II Status, Level III Status or Level IV Status.
The Applicable Rate shall be determined in accordance with the foregoing
table based on the Borrowers Status as reflected in the then most recent Financials. Adjustments, if any, to the Applicable Rate shall be effective five Business Days after the Administrative Agent has received the applicable Financials;
provided, however, that if the Status as of any date is determined by reference to a Rating, the Rating in effect on such date for the purposes of this Schedule is that in effect at the close of business on such date If the Borrower fails to deliver
the Financials to the Administrative Agent at the time required pursuant to this Agreement, then the Applicable Rate shall be the highest Applicable Rate set forth in the foregoing table until five days after such Financials are so delivered unless
the Borrower qualifies for a lower Applicable Rate based on a Rating. Until adjusted after the Second Amendment Effective Date, Level II Status shall be deemed to exist.
ANNEX B
Schedule 2.01
REVOLVING
COMMITMENTS
|
|
|
|
|
Lender |
|
Revolving Commitments |
|
JPMorgan Chase Bank, N.A. |
|
$ |
70,000,000 |
|
KeyBank National Association |
|
$ |
70,000,000 |
|
Crédit Agricole Corporate and Investment Bank |
|
$ |
70,000,000 |
|
HSBC Bank USA, N.A. |
|
$ |
70,000,000 |
|
Mizuho Bank (USA) |
|
$ |
70,000,000 |
|
Wells Fargo Bank, N.A. |
|
$ |
50,000,000 |
|
The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
|
$ |
50,000,000 |
|
SunTrust Bank |
|
$ |
50,000,000 |
|
U.S. Bank National Association |
|
$ |
50,000,000 |
|
BNP Paribas |
|
$ |
50,000,000 |
|
|
|
|
|
|
Total |
|
$ |
600,000,000 |
|
|
|
|
|
|
Tupperware Brands (NYSE:TUP)
Historical Stock Chart
From Apr 2024 to May 2024
Tupperware Brands (NYSE:TUP)
Historical Stock Chart
From May 2023 to May 2024