Other Information
+Added: Creation of a Direct Financial Obligation
+Added: On June 30, 2022, Acuity Brands, Inc.
+Added: (the “Company”) entered into a new credit agreement and revolving credit facility (the “New Revolving Credit Facility”) with a syndicate of banks that replaced the existing revolving credit facility set to expire in June 2023 (“Revolving Credit Facility”).
+Added: The New Revolving Credit Facility, among other things, (i) increases borrowing capacity by $200 million to $600 million with the ability to request additional capacity of $400 million;
+Added: (ii) extends the maturity date from June 2023 to June 2027;
+Added: (iii) replaces the benchmark reference rate for U.S.
+Added: Dollar borrowings from the London Inter-Bank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”) and for non-U.S.
+Added: Dollar borrowings to the applicable benchmark rate for those currencies;
+Added: (iv) reduces pricing for borrowings as well as annual facility and administration fees;
+Added: (v) adjusts applicable margin pricing grid mechanics to be based on the better of the Company's public credit ratings or the Company's leverage ratio;
+Added: (vi) increases the Maximum Leverage Ratio financial covenant to basis points to 3.75 (subject to temporary increase to 4.25 in the event of a significant acquisition) and allows netting of all unrestricted cash and cash equivalents against debt;
+Added: and (vii) removes the Minimum Interest Expense Coverage Ratio financial covenant.
+Added: The foregoing summary of the New Revolving Credit Facility and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the text of the New Revolving Credit Facility, which is filed herewith as Exhibit 10.1 to this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
+Added: Separate from the relationship related to the New Revolving Credit Facility, certain lenders thereunder have engaged in, or may in the future engage in, transactions with, and perform services for, the Company and/or its subsidiaries in the ordinary course of business.
Declaration of Dividend
−Removed: On March 31, 2022, the Board of Directors (the “Board”) declared a quarterly dividend of $0.13 per share.
−Removed: The dividend is payable on May 2, 2022 to stockholders of record on April 18, 2022.
−Removed: Share Repurchase Authorization
−Removed: As of February 28, 2022, the maximum number of shares that may yet be repurchased under the share repurchase program authorized by the Board equaled 3.2 million shares.
−Removed: W e repurchased an additional 0.2 million shares of our common stock from March 1, 2022 through March 30, 2022, leaving 3.0 million shares available for repurchase under the October 2020 authorization.
−Removed: On March 31, 2022 , the Board authorized the repurchase of an additional two million shares of our common stock, bringing our total authorization to five million shares.
−Removed: Under the new increased share repurchase authorization, we may repurchase shares of our common stock from time to time at prevailing market prices, depending on market conditions, through open market or privately negotiated transactions.
−Removed: No date has been established for the completion of the share repurchase program, and we are not obligated to repurchase any shares.
−Removed: Subject to applicable corporate securities laws, repurchases may be made at such times and in such amounts as management deems appropriate.
−Removed: Repurchases under the program can be discontinued at any time management feels additional repurchases are not warranted.
+Added: On June 29, 2022, the Board of Directors (the “Board”) declared a quarterly dividend of $0.13 per share.
+Added: The dividend is payable on August 1, 2022 to stockholders of record on July 15, 2022.
Exhibits are listed on the Index to Exhibits .
12 unchanged sentences
Reference is made to Exhibit 3.E of registrant's Form 10-Q as filed with the Commission on January 7, 2020, which is incorporated herein by reference.
+Added: EXHIBIT 10 (1) Five-Year Credit Agreement dated June 30, 2022.
+Added: Filed with the Commission as part of this Form 10-Q.
EXHIBIT 22 List of Guarantors and Subsidiary Issuers of Guaranteed Securities.
24 unchanged sentences
ACUITY BRANDS, INC.
−Removed: April 5, 2022 By:
+Added: June 30, 2022 By:
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
−Removed: April 5, 2022 By:
+Added: June 30, 2022 By:
SENIOR VICE PRESIDENT AND
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.