TELEPHONE & DATA SYSTEMS INC /DE/: entering into a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, financial statements and exhibits (Form 8 -K)
Item 1.01. Conclusion of a significant definitive agreement
The credit agreement provides TDS with a
Borrowings under the Credit Agreement bear interest, at TDS’ option, either at a Secured Overnight Funding Rate (SOFR) or at another base rate, plus, in each case, a margin applies.
The two financial commitments described below are included in the credit agreement:
1. The consolidated interest coverage ratio (the ratio of consolidated EBITDA to consolidated interest expense) may not be less than 3.00 to 1.00 at the end of any fiscal quarter.
2. The consolidated leverage ratio (the ratio of consolidated financial debt to consolidated EBITDA) cannot exceed 3.75 to 1.00 at the end of a fiscal quarter.
The term loan under the Credit Agreement is unsecured, subject to certain restrictions. In addition, certain wholly-owned subsidiaries act as guarantors under the credit agreement.
The Credit Agreement includes representations and warranties, covenants, events of default and other terms and conditions that are substantially similar to TDS’ existing term loan and revolving credit agreements.
A Change of Control, as that term is defined in the Credit Agreement, of TDS would constitute a default and entitle the Lender to demand repayment of all outstanding borrowings under the Credit Agreement.
The continued availability of the Credit Agreement requires TDS to comply with certain restrictive and positive covenants, to maintain the above financial ratios and to provide representations on certain matters at the time of each borrowing.
The credit agreement allows TDS to contract one or more loans totaling up to
Amounts borrowed under the Credit Agreement will be due and payable on the earliest of the following dates: (i) the date of the acceleration of the obligations and (ii) the fifth anniversary of the first borrowing.
The foregoing brief description is qualified by reference to the copy of the Credit Agreement attached hereto as Schedule 4.1, which is incorporated herein by reference and identifies all Lenders.
The lender under the credit agreement also serves as mandated lead arranger and lender under a credit agreement for
Section 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
The disclosure set forth above at 1.01 is incorporated by reference into this 2.03.
Section 9.01. Financial statements and supporting documents
(d) Exhibits Exhibit Number Description of Exhibits 4.1 Credit Agreement, between TDS as Borrower and
Export Development Canadaas Lender, dated as of November 9, 2022, including the form of subsidiary Guaranty. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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