Summary
Lowe's Companies, Inc. (LOW) filed a Form 8-K on April 23, 2012, reporting the issuance of $2.0 billion in aggregate principal amount of unsecured senior notes. This offering comprises three tranches: $500 million of 1.625% notes due 2017, $750 million of 3.120% notes due 2022, and $750 million of 4.650% notes due 2042. The issuance was made under an amended and restated indenture, with a supplemental indenture dated April 23, 2012, also filed. These notes are unsecured and rank equally with existing and future unsecured senior indebtedness. The filing details the interest rates, maturity dates, and interest payment schedules for each note series. It also outlines the redemption provisions, including optional redemption at the company's discretion under specific conditions related to interest rates and time to maturity, as well as a "change of control" provision that requires the company to offer to purchase the notes at 101% of their principal amount if a triggering event occurs. The notes are new issues with no established trading market and are not intended for listing on a national exchange.
Key Highlights
- 1Lowe's issued $2.0 billion in unsecured senior notes across three series.
- 2The notes have coupon rates of 1.625% (due 2017), 3.120% (due 2022), and 4.650% (due 2042).
- 3The issuance was completed on April 23, 2012.
- 4The notes are unsecured obligations and rank equally with other senior unsecured indebtedness.
- 5The indenture includes covenants restricting subsidiary debt issuance but not overall company indebtedness.
- 6The company has optional redemption rights for all note series under specified conditions.
- 7A change of control triggering event would require Lowe's to offer to purchase the notes at a premium (101% of principal).