Belden Inc.
04/23/2024 | Press release | Distributed by Public on 04/23/2024 04:01
Material Agreement - Form 8-K
Item 1.01. Entry into a Material Definitive Agreement.
On April 16, 2024, Belden Inc., a Delaware corporation (the "Company"), as borrower representative on behalf of certain of its U.S. and non-U.S. subsidiaries, the Lenders (as defined below) and Administrative Agent (as defined below), entered into Amendment No. 2 to Second Amended and Restated Credit Agreement (the "Amendment"), which amends the Second Amended and Restated Credit Agreement (the "Second Amended and Restated Credit Agreement") by and among the Company, as the U.S. borrower, certain non-U.S. subsidiaries of the Company located in Canada, Germany, the United Kingdom and the Netherlands, as foreign borrowers, certain other U.S. and non-U.S. subsidiaries of the Company party thereto as guarantors, JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"), and a syndicate of lenders (the "Lenders").
Prior to the effectiveness of the Amendment, the Second Amended and Restated Credit Agreement included the Canadian Dollar Offered Rate ("CDOR") as one of the interest rate benchmark options for Canadian Dollar borrowings. However, the members of Canadian Fixed-Income Forum ("CFIF") and its working group on sustainable benchmarks, Canadian Alternative Reference Rate working group ("CARR"), unanimously recommended that the calculation and publication of CDOR should cease after June 30, 2024 and such decision was approved by applicable regulators. 1-month, 2-month, and 3-month CDOR maturities were each available to certain borrowers under the Second Amended and Restated Credit Agreement prior to the effectiveness of the Amendment.
Considering the announced discontinuation of CDOR, a determination was made by the Administrative Agent and the Company to amend the Second Amended and Restated Credit Agreement to replace CDOR with a new prevailing benchmark interest rate known as Term CORRA. "Term CORRA" is the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada for 1-month and 3-month maturities. As a result of this determination, the Company and the Administrative Agent have executed the Amendment to adopt Term CORRA as the new benchmark interest rate to replace CDOR for Canadian Dollar borrowings, with such Amendment to become effective June 29, 2024 (unless, contrary to expectations, the benchmark replacement for the CDOR Rate does not occur on such date).
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amendment which is filed as Exhibit 10.1 hereto. The representations and warranties contained in the Amendment were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Amendment; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations and warranties or any description thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Amendment, which subsequent information may or may not be fully reflected in public disclosures by the Company.