MANPOWERGROUP INC. : Entering into Material Definitive Agreement, Termination of Material Definitive Agreement (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement

On May 27, 2022, Manpower Group Inc. (the “Company”) has entered into a credit agreement (the “Credit Agreement”) with a syndicate of lenders and JPMorgan Chase Bank, North America., as administrative agent. This credit agreement replaces the previous agreement of the company $600 million Revolving credit facility.

The credit agreement provides for a $600 million five-year revolving credit facility and includes terms generally consistent with the Company’s previous revolving credit facility. The Company may request an increase in revolving credit commitments under the facility of up to $300 million in certain circumstances.

The Credit Agreement contains customary covenants relating to our management and operations, including limitations on the amount of subsidiary indebtedness we may incur and limitations on our ability to pledge assets, as well as covenants financial requirements requiring, among other things, that we comply with a leverage ratio and a fixed charge coverage ratio. The Credit Agreement also contains customary events of default, including, but not limited to, defaults in payment, material misstatements in representations and warranties, defaults of covenant, bankruptcy or involuntary proceedings, certain monetary judgments and non monetary, change of control and customary ERISA defaults.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed herewith as Exhibit 10.1, which is incorporated by reference into this Section 1.01.

Item 1.02. Termination of a Material Definitive Agreement.

In connection with its entering into the Credit Agreement, the Amended and Restated Five-Year Credit Agreement dated June 22, 2018 between the Company, a syndicate of lenders and Citibank, North America., as an administrative agent, was dismissed with effect from May 27, 2022. The Company has not incurred any early termination penalty in connection with the termination of this agreement.

Item 9.01. Exhibits

Exhibit No.       Description

10.1                Credit Agreement dated as of May 27, 2022 among the Company, a
                  syndicate of lenders and JPMorgan Chase Bank, N.A., as
                  Administrative Agent.

104               Cover Page Interactive Data File (embedded within the Inline XBRL

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