Other Information
−Removed: Creation of a Direct Financial Obligation
−Removed: On June 30, 2022, Acuity Brands, Inc.
−Removed: (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”).
−Removed: 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;
−Removed: (ii) extends the maturity date from June 2023 to June 2027;
−Removed: (iii) replaces the benchmark reference rate for U.S.
−Removed: Dollar borrowings from the London Inter-Bank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”) and for non-U.S.
−Removed: Dollar borrowings to the applicable benchmark rate for those currencies;
−Removed: (iv) reduces pricing for borrowings as well as annual facility and administration fees;
−Removed: (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;
−Removed: (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;
−Removed: and (vii) removes the Minimum Interest Expense Coverage Ratio financial covenant.
−Removed: 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.
−Removed: 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.
−Removed: Declaration of Dividend
−Removed: On June 29, 2022, the Board of Directors (the “Board”) declared a quarterly dividend of $0.13 per share.
−Removed: 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, 2021, which is incorporated herein by reference.
−Removed: EXHIBIT 10 (1) Five-Year Credit Agreement dated June 30, 2022.
+Added: EXHIBIT 10 (1) Acuity Brands, Inc.
+Added: Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Global Performance Unit Notification and Award Agreement (TSR October 2022).
Filed with the Commission as part of this Form 10-Q.
25 unchanged sentences
ACUITY BRANDS, INC.
−Removed: June 30, 2022 By:
+Added: January 9, 2023 By:
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
−Removed: June 30, 2022 By:
+Added: January 9, 2023 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.