Bridge Loan Commitment Letter
In connection with its entry into the Purchase Agreement, the Company entered into a bridge facility commitment letter (the “Bridge Commitment Letter”), pursuant to which The Toronto-Dominion Bank, New York Branch (“TD Bank”), TD Securities (USA) LLC, Wells Fargo Bank, National Association (“Wells Fargo Bank”) and Wells Fargo Securities, LLC (“Wells Fargo Securities” and, together with Wells Fargo Bank, “Wells Fargo”; TD Bank and Wells Fargo, the “Commitment Parties”), agreed to provide to the Company loans under a senior unsecured bridge loan facility (the “Bridge Facility”) comprised of a $1,420,000,000 364-day tranche (the “Acquisition Tranche”), the proceeds of which shall be used to finance the Transaction, and a $1,200,000,000 364-day tranche (the “Seller Note Tranche”, and together with the Acquisition Tranche, each a “Tranche”), the proceeds of which shall be used to refinance the Seller Note Facility at its scheduled maturity.
Subject to the conditions in the Bridge Commitment Letter, the commitments under the Bridge Facility (the “Bridge Commitments”) may be reduced by proceeds of certain equity offerings of the Company and certain additional indebtedness that may be incurred by the Company to finance the Transaction. The Company expects to reduce the Bridge Commitments through such offerings or financings, possibly to zero, prior to the closing date of the Transaction or the scheduled maturity of the Seller Note Facility, as applicable, but there can be no assurance such offerings or financings will occur and any such expectation is subject to market conditions.
To the extent borrowings are made under either Tranche, any loans would bear interest at Term SOFR plus an applicable margin of 1.125% to 1.750%, or at a base rate plus an applicable margin of 0.125% to 0.750%, at the Company’s option. Such applicable margin would increase by an additional 0.25% on each of the 90th, 180th and 270th day after the funding date for such Tranche. Any borrowings under the Bridge Facility would mature 364 days from the initial funding date, which, for the Acquisition Tranche, would be on or around the closing date of the Transaction and, for the Seller Note Tranche, would be on or around the scheduled maturity of the Seller Note Facility.
The availability of borrowings under the Bridge Facility is subject to the satisfaction of certain customary conditions for transactions of this type. Any definitive financing documentation for the Bridge Facility will contain customary representations and warranties, covenants and events of defaults for transactions of this type.
| Item 7.01 |
Regulation FD Disclosure. |
On October 21, 2025, the Company issued a press release regarding the Transaction and posted an investor presentation regarding the Transaction under the investor relations section on its internet address. Copies of the press release and investor presentation are furnished as part of this Current Report as Exhibit 99.1 and Exhibit 99.2, respectively.
Neither the furnishing of this press release or this investor presentation as an exhibit to this Current Report nor the inclusion in such press release or investor presentation of any reference to the Company’s internet address shall, under any circumstances, be deemed to incorporate the information available at such internet address into this Current Report. The information available at the Company’s internet address is not part of this Current Report or any other report filed or furnished by the Company with the Securities and Exchange Commission (the “SEC”).
Certain statements contained herein or in the press release or the investor presentation furnished as part of this Current Report, including statements regarding the Transaction, and statements that are identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will” and “may” and similar expressions, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements concerning plans, objectives, goals, projections, strategies, future events or performance and underlying assumptions, are forward-looking statements. Actual outcomes or results may differ materially from the forward-looking statements as a result of changes in circumstances, assumptions not being realized or other risks, uncertainties and other factors, including, but not limited to, conditions to the completion of the Transaction, such as receipt of required regulatory clearance not being satisfied; closing of the Transaction being delayed or not occurring at all; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Purchase Agreement; the inability of the Company to obtain financing, including permanent financing on acceptable terms or at all; the Company being unable to achieve the anticipated strategic, financial and other benefits of the Transaction; the Acquired Company not performing as expected; the Company assuming unexpected risks, liabilities and obligations of the Acquired Company; significant transaction costs associated with the Transaction; the risk that disruptions from the Transaction will harm the businesses, including current plans and operations; the ability to retain and/or hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed Transaction; and other factors relating to operations and financial performance discussed in the Company’s filings with the SEC. It is not possible to
