Quad Amends and Extends Bank Debt Agreement to November 2026
November 02 2021 - 3:30PM
Business Wire
Quad/Graphics, Inc. (NYSE: QUAD) (“Quad/Graphics” or the
“Company”), announced today that it has completed the fifth
amendment to the Company’s April 28, 2014, bank debt agreement to:
(1) reduce the aggregate amount of the existing revolving credit
facility from $500 million to $432.5 million, and extend the
maturity of a portion of the revolving credit facility such that
$90.0 million under the revolving credit facility will be due on
the existing maturity date of January 31, 2024 (the “Existing
Maturity Date”) and $342.5 million under the revolving credit
facility will be due on November 2, 2026 (the “Extended Maturity
Date”); (2) extend the maturity of a portion of the existing term
loan facility such that $91.5 million of such term loan facility
will be due on the Existing Maturity Date and $483.9 million will
be due on the Extended Maturity Date; (3) make certain adjustments
to pricing, including an increase of .50% to the interest rate
margin applicable to the loans maturing on the Extended Maturity
Date; (4) modify certain financial and operational covenants; and
(5) modify the interest rate provisions relating to the phase-out
of LIBOR as a reference rate.
Dave Honan, Quad Executive Vice President and Chief Financial
Officer, said: “We are pleased to have completed the amendment of
our $1 billion bank debt agreement this week, which extends the
existing maturity to November 2026. We are proud of our strong and
trusted banking relationships, which provide us with increased
financial flexibility to continue to pay down debt while also
giving us the ability to make strategic investments to accelerate
our position as a marketing solutions partner.”
JPMorgan Chase Bank, N.A., BOFA Securities, Inc., BMO Capital
Markets Corp., Citizens Bank, N.A., Fifth Third Bank, PNC Capital
Markets LLC, and U.S. Bank National Association were the Lead
Arrangers of the bank debt agreement. Foley & Lardner LLP
served as legal counsel for the Company, and Sidley Austin LLP
served as legal counsel for the lenders.
Forward-Looking Statements This press release contains
certain “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements include statements regarding, among other things, our
current expectations about the Company’s future results, financial
condition, sales, earnings, free cash flow, margins, objectives,
goals, strategies, beliefs, intentions, plans, estimates,
prospects, projections and outlook of the Company and can generally
be identified by the use of words or phrases such as “may,” “will,”
“expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,”
“project,” “believe,” “continue” or the negatives of these terms,
variations on them and other similar expressions. These
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results to
be materially different from those expressed in or implied by such
forward-looking statements. Forward-looking statements are based
largely on the Company’s expectations and judgments and are subject
to a number of risks and uncertainties, many of which are
unforeseeable and beyond our control.
The factors that could cause actual results to materially differ
include, among others: the negative impacts the coronavirus
(COVID-19) has had and will continue to have on the Company’s
business, financial condition, cash flows, results of operations
and supply chain, as well as the global economy in general
(including future uncertain impacts); the impact of decreasing
demand for printed materials and significant overcapacity in a
highly competitive environment creates downward pricing pressures
and potential underutilization of assets; the impact of digital
media and similar technological changes, including digital
substitution by consumers; the impact of increases in costs
(including labor and labor-related costs, energy costs, freight
rates and raw materials, including paper and the materials to
manufacture ink) and the impact of fluctuations in the availability
of raw materials, including paper and the materials to manufacture
ink; the impact of inflationary cost pressures and supply chain
shortages; the inability of the Company to reduce costs and improve
operating efficiency rapidly enough to meet market conditions; the
impact of the various restrictive covenants in the Company’s debt
facilities on the Company’s ability to operate its business, as
well as the uncertain negative impacts COVID-19 may have on the
Company’s ability to continue to be in compliance with these
restrictive covenants; the impact of increased business complexity
as a result of the Company’s transformation to a marketing
solutions partner; the impact negative publicity could have on our
business; the failure to successfully identify, manage, complete
and integrate acquisitions, investment opportunities or other
significant transactions, as well as the successful identification
and execution of strategic divestitures; the failure of clients to
perform under contracts or to renew contracts with clients on
favorable terms or at all; the impact of changing future economic
conditions; the fragility and decline in overall distribution
channels; the impact of changes in postal rates, service levels or
regulations, including delivery delays due to ongoing COVID-19
impacts on daily operational staffing at the United States Postal
Service; the failure to attract and retain qualified talent across
the enterprise; the impact of regulatory matters and legislative
developments or changes in laws, including changes in
cyber-security, privacy and environmental laws; significant capital
expenditures may be needed to maintain the Company’s platforms and
processes and to remain technologically and economically
competitive; the impact of risks associated with the operations
outside of the United States, including costs incurred or
reputational damage suffered due to improper conduct of its
employees, contractors or agents; the impact of an other than
temporary decline in operating results and enterprise value that
could lead to non-cash impairment charges due to the impairment of
property, plant and equipment and intangible assets; the impact on
the holders of Quad’s class A common stock of a limited active
market for such shares and the inability to independently elect
directors or control decisions due to the voting power of the class
B common stock; and the other risk factors identified in the
Company’s most recent Annual Report on Form 10-K, which may be
amended or supplemented by subsequent Quarterly Reports on Form
10-Q or other reports filed with the Securities and Exchange
Commission.
Except to the extent required by the federal securities laws,
the Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
About Quad Quad (NYSE: QUAD) is a worldwide marketing
solutions partner that leverages its 50-year heritage of platform
excellence, innovation, strong culture and social purpose to create
a better way for its clients, employees and communities. The
Company’s integrated marketing platform helps brands and marketers
reduce complexity, increase efficiency and enhance marketing spend
effectiveness. Quad provides its clients with unmatched scale for
client on-site services and expanded subject expertise in marketing
strategy, creative solutions, media deployment (which includes a
strong foundation in print) and marketing management services. With
a client-centric approach that drives the Company to continuously
evolve its offering, combined with leading-edge technology and
single-source simplicity, the Company has the resources and
knowledge to help a wide variety of clients in multiple vertical
industries, including retail, publishing, consumer technology,
consumer packaged goods, financial services, insurance, healthcare
and direct-to-consumer. Quad has multiple locations throughout
North America, South America and Europe, and strategic partnerships
in Asia and other parts of the world. For additional information,
visit www.QUAD.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20211102006216/en/
Katie Krebsbach Investor Relations Manager, Quad 414-566-4247
kkrebsbach@quad.com
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