UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On November 21, 2019, Old Dominion Freight Line, Inc. (the “Company”) entered into a five-year, $250.0 million senior unsecured revolving credit facility pursuant to the terms of a second amended and restated credit agreement (the “Credit Agreement”), dated as of November 21, 2019, with Wells Fargo Bank, National Association, as administrative agent, and the Lenders named therein (collectively, the “Lenders”). The Credit Agreement amends and restates the terms of the Company’s existing five-year, $300.0 million senior unsecured revolving credit facility, dated as of December 15, 2015, as amended on September 9, 2016. The following description is a summary of the material terms and conditions of the Credit Agreement. This summary is not complete and is qualified in its entirety by reference to the Credit Agreement filed as Exhibit 4.14 to this Current Report on Form 8-K and incorporated herein by reference. The definitions of capitalized terms, if not so defined herein, may be found in the Credit Agreement.
Of the $250.0 million in line of credit commitments provided by the Lenders, $100.0 million may be used for letters of credit and 10% of the aggregate commitments under the facility as of any date of determination may be used for Swingline Loans. In addition, the Company shall have the right to request an increase in the aggregate Commitments of up to $400.0 million, which may include one or more Term Loan Commitments. At the Company’s option, borrowings under the Credit Agreement shall generally bear interest at a rate based on either (i) LIBOR (including applicable successor provisions) plus an applicable margin that shall range from 1.000% to 1.375%; or (ii) a Base Rate plus an applicable margin that shall range from 0.000% to 0.375%. The applicable margin for each of the above options is dependent upon the Company’s Consolidated Debt to Consolidated Total Capitalization ratio.
The Credit Agreement contains terms and provisions (including representations, covenants and conditions) customary for transactions of this type. Financial covenants include a maximum Consolidated Debt to Consolidated Total Capitalization ratio (not to be more than 0.60 to 1.00) and a minimum Fixed Charge Coverage Ratio (not to be less than 2.00 to 1.00). Other covenants include, but are not limited to, mergers and consolidations, additional indebtedness, limitations on liens, disposition of assets, investments, restricted payments and transactions with affiliates. The Credit Agreement also contains customary events of default.
The Company intends to use any proceeds of the borrowings under the Credit Agreement for working capital, the issuance of Letters of Credit and general corporate purposes in accordance with the terms and provisions of the Credit Agreement. The Company has normal banking relationships with the Lenders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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4.14 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
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OLD DOMINION FREIGHT LINE, INC. |
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By: |
/s/ Kimberly S. Maready |
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Kimberly S. Maready |
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Vice President – Accounting & Finance |
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(Principal Accounting Officer) |
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Date: November 21, 2019