Item 5. Other Information
2K characters. Original on sec.gov ·
Item 5. Other Information
Term Credit Agreement
The information set forth below in this Item 5 is included herein in lieu of reporting on a Current Report on Form 8-K under Item 1.01 Entry into a Material Definitive Agreement.and Item 2.03. Creation of a Direct Financial Obligation of a Registrant.
On October 16, 2025, we entered into a Term Credit Agreement (the “Term Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto. We borrowed $300.0 million pursuant to the Term Credit Agreement, which matures on October 16, 2027. On the same date, our subsidiaries that guarantee our obligations under the Amended Credit Agreement also entered into a Guaranty Agreement with Wells Fargo Bank, National Association, as administrative agent (the "Guaranty Agreement"), to guarantee the Term Credit Agreement. Loans under the Term Credit Agreement bear interest at the Company’s election at a rate per annum equal to (i) a forward-looking term rate based on the secured overnight financing rate for the applicable interest period ("Term SOFR"), plus an applicable margin ranging between 0.90% and 1.025% per annum depending on our long-term unsecured debt rating, or (ii) the highest of the Wells Fargo Bank, National Association prime rate, the Federal Funds rate plus 0.50%, and Term SOFR for a one month tenor in effect on such day plus 1.00%, plus an applicable margin ranging between 0.00% and 0.025% per annum depending on our long-term unsecured debt rating.
The Term Credit Agreement contains customary covenants and events of default that are substantially similar to the existing covenants and events of default in our Amended Credit Agreement. A copy of the Term Credit Agreement and the Guaranty Agreement are filed as Exhibit 10.1 and 10.2 hereto. The foregoing description of the Term Credit Agreement and the Guaranty Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Credit Agreement and the Guaranty Agreement, which are incorporated by reference herein.
Rule 10b5-1 Plan Elections
During the quarter ended September 30, 2025, none of our directors or officers adopted, modified, or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.
Previous: Item 1A. Risk Factors · Next: Item 6. Exhibits