LOWES COMPANIES INC: conclusion of a major definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, disclosure of FD settlement, financial statements and supporting documents (Form 8 -K)


Item 1.01 Conclusion of a Material Definitive Agreement.

At December 14, 2021, Lowe Enterprises, Inc. (the “Company”) has entered into a third amended and restated credit agreement (the “third amended and restated credit agreement”) with Bank of America, NA., as administrative agent, swing line lender and letter of credit issuer, National Association of American Banks and
Wells Fargo Bank, National Association, as co-syndication agents and letter of credit issuers, Citibank, NA., Goldman Sachs Bank United States, JPMorgan Chase Bank, NA. and Barclays Bank PLC, as Co-Documentation Agents, and the other lenders party thereto, which Amended and Restated Third Credit Agreement amends and reaffirms certain Amended and Restated Second Credit Agreement, dated
September 10, 2018, by and among the Company, Bank of America, NA., as administrative agent, swing line lender and letter of credit issuer, National Association of American Banks, as a syndication agent and letter of credit issuer,
Citibank, NA., Goldman Sachs Bank United States, JPMorgan Chase Bank, NA. and Wells Fargo Bank, National Association, as co-documentation agents, and the other lenders who are parties to it, to provide for a $ 2 billion unsecured revolving credit agreement (as amended and restated, the “2021 Credit Agreement”), expiring on
December 14, 2026.

Also on December 14, 2021, the Company has entered into Amendment No. 1 to the Credit Agreement (“Amendment No. 1”) with Bank of America, NA., as administrative agent, lender of line of credit and issuer of letters of credit, and the other lenders who are parties thereto, whose amendment n ° 1 modifies this certain credit agreement, dated March 23, 2020, by and among the Company, Bank of America, NA., as administrative agent, swing line lender and letter of credit issuer, National Association of American Banks, as a syndication agent and letter of credit issuer,
Citibank, NA., Goldman Sachs Bank United States, JPMorgan Chase Bank, NA. and Wells Fargo Bank, National Association, as co-documentation agents, and the other lenders who are parties to it, to provide for a $ 2 billion unsecured revolving credit agreement (as amended, the “2020 Credit Agreement” and, together with the 2021 Credit Agreement, the “Credit Agreements” and each a “Credit Agreement”), maturing on March 23, 2025. Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreements.

Bank of America, NA. act as administrative agent for each credit agreement, National Association of American Banks and Wells Fargo Bank, National Association act as co-syndication agents for each of the credit agreements, and Citibank, NA., Goldman Sachs Bank United States, JPMorgan Chase Bank, NA. and Barclays Bank PLC will act as co-documentation agents for each of the credit agreements.

Subject to obtaining commitments from the lenders and meeting other conditions specified in the credit agreements, the Company may increase the overall availability under each of the credit agreements by an additional amount.
$ 500 million. The Company may request loans under each of the Credit Agreements denominated in one of the following currencies: we Dollar, euro, pound sterling, Canadian dollar and any other currencies approved by the administrative agent and the lenders in accordance with the credit agreements.

Borrowings under each of the Credit Agreements will bear interest, at the Company’s choice, calculated according to a Base Rate or a Eurocurrency Rate, as the case may be, plus an applicable margin. Depending on the Company’s credit ratings at the time of borrowing, the margin applicable on a Base Rate Loan varies from 0.000% to 0.1% and the margin applicable on a Eurocurrency Rate Loan varies from 0.690% to 1.100%. In view of the Company’s current credit ratings, the applicable margin would be 0.000% for a Base Rate Loan and 0.910% for a Eurocurrency Rate Loan.

In addition, under each of the Credit Agreements, the Company must pay (i) a facility fee on the total commitments of the lenders under the Credit Agreement ranging from 0.60% to 0.150% per annum, depending on the Company credit ratings, and (ii) a letter of credit fee for letters of credit outstanding under the credit agreement ranging from 0.690% to 1.100% per annum, depending on the Company’s credit ratings. At the Company’s current credit ratings, the facility fee would be 0.090% of total lender commitments (regardless of whether any borrowings are outstanding) and letter of credit charges for an outstanding letter of credit would be calculated at 0.910%. As of the date hereof, there are no outstanding borrowings under the credit agreements.

Credit agreements contain the usual representations, guarantees and commitments for transactions of this type, including a financial commitment requiring the Company to maintain at the end of each fiscal quarter a ratio of consolidated adjusted funded debt to consolidated EBITDAR not exceeding not 4.00 for 1.00.

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Credit agreements also contain typical events of default, including a cross-default clause and a change of control clause. In the event of default, the Administrative Agent shall, on demand or may, with the consent of the required Lenders, declare the obligations under the Credit Agreements immediately due and payable and the obligations of the Lenders may be terminated. For certain cases of default related to insolvency and receivership, the commitments of the lenders are automatically terminated and all outstanding obligations become due.

The foregoing description of Credit Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Third Credit Agreement and Amendment No.1, copies of which are attached hereto. as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Certain lenders party to credit agreements and certain of their respective affiliates have provided in the past, and may from time to time provide in the future, banking, investment banking and / or other advisory services for the Company and its affiliates for which they have received and / or will collect the usual fees and expenses.

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 Item 2.03 and included in Item 1.01 above is incorporated by reference in this Item 2.03.

Article 7.01 Regulation FD Disclosure.

At December 15, 2021, the Company issued a press release as part of its financial outlook 2022 webcast, reiterating its outlook for full-year 2021 operating results as previously published and now providing its outlook on the return. on Invested capital, and providing its outlook for the year 2022. In its press release, the Company also announced that the Board of Directors has authorized a new 13 billion dollars share buyback program, under which the Company may, from time to time, purchase common shares. This new buyback program has no expiration date and is added to the balance of the previous program, which was $ 7.3 billion from December 14, 2021. The Company now has a total share buyback authorization of approximately $ 20 billion. Subject to market conditions, share repurchases may be executed through open market transactions or private off-market transactions in accordance with the requirements of the Security and Trade Commission. The Company’s buyback program may be suspended, interrupted or resumed at any time.

A replay of the Financial Outlook 2022 webcast, including accompanying slides, will be archived at ir.lowes.com. A copy of the Company’s press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference in this Section 7.01.

This information, including Exhibit 99.1, is provided and will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities. of this section. , nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly indicated by specific reference in such filing.

Item 9.01 Financial statements and supporting documents.


(d) Exhibits:



Exhibit
  No.                                    Description

10.1          Third Amended and Restated Credit Agreement, dated as of
            December 14, 2021, by and among Lowe's Companies, Inc., Bank of
            America, N.A., as administrative agent, swing line lender and a letter
            of credit issuer, U.S. Bank National Association and Wells Fargo Bank,
            National Association, as co-syndication agents and letter of credit
            issuers, and Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase
            Bank, N.A. and Barclays Bank PLC, as co-documentation agents, and the
            other lenders party thereto.

10.2          Amendment No. 1 to Credit Agreement, dated as of December 14, 2021,
            by and among Lowe's Companies, Inc., Bank of America, N.A., as
            administrative agent, swing line lender and a letter of credit issuer,
            and the other lenders party thereto.

99.1          Press Release, dated December 15, 2021, reiterating full year 2021
            outlook and now providing outlook on Return on Invested Capital,
            providing full year 2022 outlook, and announcing new share repurchase
            program.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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