LOWES COMPANIES INC: conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, other events, financial statements and exhibits (Form 8- K)
Item 1.01 Conclusion of a Material Definitive Agreement
total principal amount of its 1.700% notes due
The Notes are governed by and were issued pursuant to the terms of an Amended and Restated Trust Indenture dated
The Notes are unsecured obligations and rank pari passu with current and future senior unsecured indebtedness of the Company. The deed contains restrictive covenants restricting the issuance of debt securities by the subsidiaries of the Company, but does not prevent the Company from incurring additional debt. Each series of Notes is a new issue of securities with no established trading market. The Company does not intend to request the listing of any series of Notes on a stock exchange or the listing of such Notes on an automated brokerage quotation system.
The 2028 Bonds will mature on
At any time before the date that is two months (in relation to the 2028 Notes) or six months (in relation to the 2041 Notes) before the applicable Maturity Date for that series of Notes, the Notes of each series will be redeemable, in full at any time or in part from time to time, at the option of the Company, at a redemption price, which will be calculated by the Company, equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present values of the remaining expected payments of principal and interest on these Notes which, without the redemption, would be due after the corresponding redemption date up to the date of call to par applicable to the ” with respect to the series of Notes being redeemed, assuming that such Notes mature on the applicable call date (excluding any part of such accrued interest payments on the redemption date) , updated on the repayment date on a half-yearly (assuming a 360-day year consisting of twelve 30-da y months) at the Cash Rate (as defined in the Nineteenth Supplementary Act), increased by 10 basis points for the 2028 Notes and 15 basis points for the 2041 Notes; plus, in each case, accrued and unpaid interest up to, but excluding, the date of repayment.
From the date that is two months (with respect to the 2028 Notes) or six months (with respect to the 2041 Notes) before the applicable Maturity Date for that series of Notes, the 2028 Notes and the 2041 Notes will be repayable, in whole at any time or in part from time to time, at the option of the Company, at par plus accrued and unpaid interest up to, but excluding, the date of repayment.
In addition, in the event of a change of control triggering event (as defined in the Nineteenth Supplementary Deed of Membership), Noteholders may require the Company to redeem all or part of their Notes from a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, on such Notes on the date of purchase (unless the Company has exercised its right to redeem the Notes).
The foregoing description of the Notes and the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, copies of which are attached as Exhibits 4.1 to 4.4 and incorporated. herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a
Off-balance sheet disposition of a registrant.
The information required by this section and included in section 1.01 above is incorporated by reference in this section 2.03.
Article 8.01 Other events.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed attached as Exhibit 1.1 and incorporated herein. by reference.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits. 1.1 Underwriting Agreement, dated as of
September 13, 2021, among Barclays Capital Inc., Goldman Sachs & Co. LLC, Wells Fargo Securities, LLCand U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein. 4.1 Amended and Restated Indenture, dated as of December 1, 1995, between Lowe's Companies, Inc.and U.S. Bank National Association(as successor trustee) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 15, 1995). 4.2 Nineteenth Supplemental Indenture, dated as of September 20, 2021, between Lowe's Companies, Inc.and U.S. Bank National Association(as successor trustee). 4.3 Form of 1.700% Notes due September 15, 2028(included in Exhibit 4.2). 4.4 Form of 2.800% Notes due September 15, 2041(included in Exhibit 4.2). 5.1 Opinion of Moore & Van Allen PLLC. 5.2 Opinion of Cleary Gottlieb Steen & Hamilton LLP. 23.1 Consent of Moore & Van Allen PLLC(included in Exhibit 5.1). 23.2 Consent of Cleary Gottlieb Steen & Hamilton LLP(included in Exhibit 5.2). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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