CUB Cubic Corp

On March 27, 2020, Cubic Corporation (the “Company”) entered into a Fifth Amended and Restated Credit Agreement (the “Credit Facility”) with JPMorgan Chase Bank, N.A. (as administrative agent) (“JPMorgan Chase”) and the other lenders party thereto. The Credit Facility amends and restates in its entirety that certain Fourth Amended and Restated Credit Agreement, dated as of April 30, 2019, by and among the Company, JPMorgan Chase, and the other lenders party thereto.

The Credit Facility provides for a new term loan in the aggregate amount of $450.0 million (the “Term Loan”) and increases the revolving line of credit available thereunder from $800.0 million to $850.0 million. The commitments under the Credit Facility will mature on March 27, 2025 unless otherwise extended or terminated by the parties pursuant to the terms and conditions further set forth therein. The Term Loan will bear interest at the London Interbank Offer Rate plus a margin that fluctuates between 1.00% and 2.00% based on the Company’s ratio of debt to adjusted earnings before interest, taxes, depreciation and amortization. The Credit Facility is unsecured, but it is required to be guaranteed by certain significant domestic subsidiaries of the Company.

The Credit Facility contains financial covenants setting a maximum total ratio of debt to adjusted earnings before interest, taxes, depreciation and amortization and a minimum interest coverage ratio. In addition, the Credit Facility contains covenants that restrict, among other things, the Company’s ability to sell assets, incur indebtedness, make investments, grant liens, pay dividends and make other restricted payments. The Credit Facility also contains customary events of default. Upon the occurrence and during the continuance of an event of default, the lenders may declare all outstanding amounts under the Credit Facility immediately due and payable, and may terminate commitments to make any additional advances thereunder.

Certain of the lenders under the Credit Facility and their respective affiliates have performed, and may in the future perform, for the Company and its affiliates various commercial banking, investment banking, financial advisory or other services, for which they have received and may in the future receive customary compensation and expense reimbursement.

The Company currently intends to use the proceeds from the Credit Facility for (i) the early repayment of $189.3 million of outstanding senior unsecured notes of the Company issued pursuant to that certain Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of August 11, 2016, by and among the Company, certain of its subsidiaries as guarantors, and PGIM, Inc. and certain of its affiliates, as amended from time to time, including the make-whole amount contemplated therein, and (ii) general corporate purposes.

The foregoing description of the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Facility, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference in this Current Report on Form 8-K.