ADOBE INC. : Entering into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits supporting documents (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

On June 30, 2022, Adobe Inc. (the “Company”) entered into a five-year credit agreement (the “Revolving Credit Agreement”) between the Company and certain subsidiaries of the Company which are parties thereto, Bank of America, North America. (“Bank of America“), as Administrative Agent and the lenders parties thereto. The Revolving Credit Agreement replaces the Credit Agreement, dated October 17, 2018, among the Company, certain subsidiaries of the Company parties thereto, the lenders parties thereto and Bank of America, as Administrative Agent and Swingline Lender (as amended, the “Prior Revolving Credit Agreement” ). The aggregate maximum initial amount of principal available under the revolving credit agreement is $1.5 billionwith sub-limits for non-WE borrowings in dollars and borrowings of certain subsidiaries of the Company.

The Revolving Credit Agreement provides for loans to the Company and certain of its subsidiaries which may be designated from time to time as additional borrowers. Pursuant to the terms of the revolving credit agreement, the Company may, subject to the agreement of the lenders to provide additional commitments, obtain up to an additional amount $500 million in commitments, for a maximum overall principal amount of $2.0 billion. At the option of the Company, loans under the revolving credit agreement will bear interest either (i) at the term SOFR (as defined in the revolving credit agreement) plus an applicable margin, (ii) at the adjusted daily SOFR rate ( as defined in the Revolving Credit Agreement Revolving Credit Agreement) plus an applicable margin or (iii) a Base Rate (as defined in the Revolving Credit Agreement) plus an applicable margin. The applicable margin is based on the Company’s debt rating. Loans under the revolving credit agreement denominated inWE dollar will bear interest at a reference rate applicable to the relevant alternative currency plus an applicable margin based on the Company’s debt rating.

The Revolving Credit Agreement also requires the Company to pay Facility Fees based on all covenants in effect under the Revolving Credit Agreement from time to time, whether utilized or not, and the basis of the Company’s debt rating in effect from time to time. The Company is authorized to permanently reduce the aggregate commitment under the revolving credit agreement at any time. Subject to certain conditions set forth in the revolving credit agreement, the Company and any of its subsidiaries designated as additional borrowers may borrow, prepay and re-borrow amounts under the revolving credit agreement at any time during the term of the revolving credit agreement.

The revolving credit agreement contains customary representations, warranties, positive and negative clauses, including events of default and indemnification provisions in favor of the lenders. The covenants include restrictions regarding the incorporation of liens and indebtedness, certain merger transactions and other matters, all subject to certain exceptions.

The Revolving Credit Agreement will expire and all amounts due thereunder will be due and payable on June 30, 2027 unless (a) the covenants are voluntarily terminated early by the Company or upon the occurrence of certain events, including an event of default, or (b) the maturity date is extended at the request of the Company , subject to the agreement of the lender.

The Revolving Credit Agreement contains customary events of default relating to, among other things, payment defaults, breach of debt covenants, cross-acceleration of large indebtedness, bankruptcy-related defaults, defaults judgment and the occurrence of certain change of control events. The occurrence of an Event of Default may result in the termination of the Revolving Credit Agreement and the acceleration of repayment obligations with respect to any outstanding principal amount.

In the normal course of their respective businesses, one or more of the lenders under the Revolving Credit Agreement, or their affiliates, have or may have various relationships with the Company and the Company’s subsidiaries involving the provision of variety of financial services, including management, commercial banking, investment banking, advisory or other financial services, for which they have received or will receive customary fees and expenses. In addition, the Company and the Company’s subsidiaries may have entered into or may in the future enter into certain commitments with one or more of these lenders or their affiliates regarding specific efforts.

The description of the Revolving Credit Agreement provided above does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolving Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

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Section 1.02. Termination of a Material Definitive Agreement.

Under and at the time the Company entered into the Revolving Credit Agreement, the Prior Revolving Credit Agreement was originally scheduled to expire on October 17, 2023 has been terminated. There were no loans outstanding or letters of credit issued under the prior revolving credit agreement at the time of termination. No termination fee was paid following the termination of the prior revolving credit agreement.

Section 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

The information set out above in point 1.01 is incorporated by reference in this point 2.03.

Item 9.01. Financial statements and supporting documents.

  (d) Exhibits



Exhibit
Number       Exhibit Description

10.1           Credit Agreement, dated as of June 30, 2022, among the Company,
             certain subsidiaries of the Company party thereto, Bank of America,
             N.A. as Administrative Agent and the other lenders party thereto.

104          Cover Page Interactive Data File (the instance document does not
             appear in the Interactive Data File because its XBRL tags are embedded
             within the Inline XBRL document)

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