SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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On June 11, 2021, Ameriprise Financial, Inc. (the “Company”) entered into a fourth amended and restated credit agreement with the lenders party thereto, Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender and Issuing Lender, Bank of America, N.A. and Citibank, N.A. as Co-Syndication Agents, and Credit Suisse AG, New York Branch, Goldman Sachs Bank USA, HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A., U.S. Bank National Association and BMO Harris Bank N.A. as Co-Documentation Agents (the “Restated Credit Agreement”). Wells Fargo Securities, LLC, BofA Securities, Inc. and Citibank, N.A. served as Joint Lead Arrangers and Joint Bookrunners. The Restated Credit Agreement amends, restates and supersedes that certain third amended and restated credit agreement entered into by the Company on October 12, 2017.
The Restated Credit Agreement provides for an unsecured revolving credit facility with an aggregate principal commitment amount at any time outstanding of up to $1 billion. The Company may increase the aggregate principal commitment amount to up to $1.250 billion upon the satisfaction of certain conditions. Extensions of credit under the facility may be applied by the Company for working capital or any other general corporate purposes and may be made in the form of revolving loans, swingline loans, and letters of credit. The Company may request that revolving loans be made in Dollars, Euros, Sterling, Swiss Francs, Yen, or other currency subject to the terms of the Restated Credit Agreement. Subject to the terms set forth in the Restated Credit Agreement, the Company may borrow, prepay and re-borrow amounts under the facility at any time prior to the termination of the facility. The Company may request that certain subsidiaries of the Company be joined as borrowers under the facility, pursuant to the terms set forth in the Restated Credit Agreement.
Interest rates owed by the Company in connection with extensions of credit pursuant to the Restated Credit Agreement are determined by reference to an identified market rate, plus an applicable margin that fluctuates based on the then current rating of the Company’s senior unsecured long-term debt. The Company will also pay, on a quarterly basis, a facility fee on the aggregate amount of commitments by lenders under the facility, whether used or unused.
The Restated Credit Agreement contains customary representations and warranties, covenants and events of default. The financial covenants require the Company to maintain an interest coverage ratio which exceeds 4.00 to 1.00 and to not permit its consolidated leverage ratio to exceed 3.25 to 1.00, subject to a temporary increase after certain material acquisitions. The Restated Credit Agreement also contains customary conditions to funding, events of default, affirmative covenants and negative covenants, including, without limitation, restricting fundamental changes to the business, certain affiliate transactions, and limiting liens and subsidiary indebtedness to the greater of $750 million and 40% of Consolidated EBITDA for the relevant period. In addition, the Restated Credit Agreement provides for certain events of default, the occurrence of which could result in the acceleration of the Company’s obligations under the facility and the termination of the lenders’ obligation to extend credit pursuant to the Restated Credit Agreement.
The lending commitments under the facility are scheduled to expire on June 11, 2026, unless extended by the Company and agreed to by the lenders pursuant to the terms of the Restated Credit Agreement for up to two, one-year periods. Upon the expiration of the facility, the Company will be required to pay in full all obligations then outstanding.
This description of the Restated Credit Agreement is qualified in its entirety by reference to the full text of the Restated Credit Agreement, a complete copy of which is attached hereto as Exhibit 10.1 and is hereby incorporated by reference in response to this Item 1.01.
In the ordinary course of business, the Company and its affiliates have engaged, and may in the future engage, certain parties to the Restated Credit Agreement or the affiliates of such parties to provide commercial banking, investment banking, product distribution and other services for which the Company or its affiliates pay customary fees and commissions.
Item 9.01 Financial Statements and Exhibits.
|Exhibit 10.1||Fourth Amended and Restated Credit Agreement dated as of June 11, 2021 among Ameriprise Financial, Inc., as Borrower, the lenders party thereto, Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender and Issuing Lender, Bank of America, N.A. and Citibank, N.A. as Co-Syndication Agents, and Credit Suisse AG, New York Branch, Goldman Sachs Bank USA, HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A., U.S. Bank National Association and BMO Harris Bank N.A. as Co-Documentation Agents, and Wells Fargo Securities, LLC, BofA Securities, Inc. and Citibank, N.A. as Joint Lead Arrangers and Joint Bookrunners.|
|Exhibit 104||Cover page (embedded within the Inline eXtensible Business Reporting Language)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|AMERIPRISE FINANCIAL, INC.|
|Date: June 11, 2021|
|By:||/s/ Wendy B. Mahling|
|Wendy B. Mahling|
|Senior Vice President — Corporate Secretary & Securities and Corporate Law|