Item 1.01 Entry Into a Material Definitive Agreement.
Separation-Related Agreements
On March 31,
2017, Computer Sciences Corporation (
CSC
) entered into several agreements with Hewlett Packard Enterprise Company (
HPE
) and DXC Technology Company, formerly known as Everett SpinCo, Inc. (
DXC
)
that set forth the principal actions taken or to be taken in connection with HPEs
spin-off
of DXC (the
Spin-Off
) and that govern the
relationship of the parties following the
Spin-Off,
including the following:
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an Employee Matters Agreement; and
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a Tax Matters Agreement
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(collectively, the
Separation
Agreements
).
A summary of the material terms and conditions of each of the Separation Agreements can be found in the section titled Additional Agreements Related to
the Separation, the Distribution and the Merger of the Proxy Statement filed as Exhibit 99.1 to this Current Report on Form
8-K
(the
Proxy
Statement
), which summaries are
incorporated herein by reference. Such summaries do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, each of which is attached as Exhibits 2.1 and 2.2, respectively, and is incorporated
herein by reference.
Debt Arrangements
In
connection with entering into the Merger Agreement (as defined below), CSC entered into debt financing commitment letters with certain financial institutions (the
Conditional
Lenders
), pursuant to which the Conditional
Lenders committed to provide CSC with $815 million of incremental commitments under that certain Amended and Restated Credit Agreement dated as of October 11, 2013 (the
Revolving
Credit
Agreement
) by and
among CSC, as borrower, the lenders from time to time party thereto (the
Revolving
Lenders
), Citibank, N.A., as administrative agent (the
Revolving
Agent
), Citicorp International Limited as tranche
B
sub-agent,
and Citibank International PLC, London Branch as swing line
sub-agent.
As previously announced, on February 17, 2017, CSC entered into that certain Waiver and Amendment No. 3 to the Amended and Restated Credit Agreement
(
Amendment
No.
3
(RCF)
) with the Revolving Agent and each of the Revolving Lenders party to the Revolving Credit Agreement as of such date which among other things, (i) waives the event of default
that would, in the absence of such waiver, arise under the Revolving Credit Agreement as a result of the Merger (as defined below), (ii) replaces CSC with DXC as the Company (i.e., as the principal borrower and as the guarantor of
borrowings by designated subsidiary borrowers) thereunder and (iii) designates CSC as a subsidiary borrower under the Revolving Credit Agreement, in the case of clauses (ii) and (iii), subject to certain conditions, including the
consummation of the Merger and the delivery of customary closing documentation. On April 3, 2017, pursuant to the terms of Amendment No. 3 (RCF), CSC was replaced with DXC as the Company under the Revolving Credit Agreement and
CSC was designated as a subsidiary borrower thereunder.
On April 3, 2017, DXC and the Conditional Lenders providing such incremental commitments
exercised an option under the Revolving Credit Agreement to incur incremental commitments thereunder in an aggregate amount of $740 million (the
Incremental
Revolving
Commitments
). The incurrence of the
Incremental Revolving Commitments resulted in an increase in the aggregate outstanding size of the unsecured revolving credit facility under the Revolving Credit Agreement from $2.95 billion to $3.69 billion, consisting of
$3.12 billion under the Tranche A Facility (as defined in the Revolving Credit Agreement), which is available to be drawn in US dollars, Euro and Sterling, and $570 million under the Tranche B Facility (as defined in the Revolving Credit
Agreement), which is available to be drawn in US dollars, Euro, Sterling, Yen, Singapore Dollars and Australian Dollars. Of the $3.69 billion of commitments under the Revolving Credit Agreement, $3.62 billion will mature on
January 15, 2022 and $70 million will mature on January 15, 2021.
Terms and conditions of the Revolving Credit Agreement remain as previously described in CSCs current
reports on Form
8-K
filed with the Securities and Exchange Commission on October 17, 2013, June 21, 2016, September 29, 2016 and February 23, 2017.
As previously announced, on February 17, 2017, CSC entered into that certain Waiver and Amendment No. 2 to the Credit Agreement
(
Amendment
No.
2
(UK)
) with the UK Borrower, the UK Agent and each of the UK Lenders party to the UK Term Loan Credit Agreement as of such date (as each of such terms is defined below), which amends that
certain Credit Agreement dated as of December 16, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
UK
Term
Loan
Credit
Agreement
) among
CSC Computer Sciences UK Holdings Limited (company number 07073338), a company incorporated in England (the
UK
Borrower
), CSC, the lenders from time to time party hereto (the
UK
Lenders
) and Lloyds
Bank plc, as administrative agent (the
UK
Agent
). Amendment No. 2 (UK), among other things, (i) waives the event of default that would, in the absence of such waiver, arise under the U.K. Term Loan Credit
Agreement as a result of the Merger and (ii) replaces the guaranty by CSC thereunder with a guaranty by DXC, in the case of clause (ii), subject to certain conditions, including the consummation of the Merger and the delivery of customary
closing documentation. On April 3, 2017, pursuant to the terms of Amendment No. 2 (UK), the guaranty by CSC under the UK Term Loan Credit Agreement was replaced with a guaranty by DXC.
Terms and conditions of the UK Term Loan Credit Agreement remain as previously described in CSCs current reports on Form
8-K
filed with the Securities and Exchange Commission on December 22, 2015 and February 23, 2017.
As
previously announced, on February 17, 2017, CSC entered into that certain Waiver and Amendment No. 1 to the Term Loan Credit Agreement (
Amendment
No.
1
(US)
) with the US Agent and each of the US
Lenders party to the US Term Loan Credit Agreement as of such date (as each of such terms is defined below), which amends that certain Term Loan Credit Agreement dated as of March 21, 2016 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the
US
Term
Loan
Credit
Agreement
) among CSC, as borrower, the lenders from time to time party thereto (the
US
Lenders
)
and Bank of America, N.A., as administrative agent (the
US
Agent
). Amendment No. 1 (US), among other things, (i) waives the event of default that would, in the absence of such waiver, arise under the US Term Loan
Credit Agreement as a result of the Merger and (ii) replaces CSC with DXC as the Company (i.e., as borrower) thereunder, in the case of clause (ii), subject to certain conditions, including the consummation of the Merger and the
delivery of customary closing documentation. On April 3, 2017, pursuant to the terms of Amendment No. 1 (US), CSC was replaced with DXC as the Company under the US Term Loan Credit Agreement.
Terms and conditions of the US Term Loan Credit Agreement remain as previously described in CSCs current reports on
Form 8-K
filed with the Securities and Exchange Commission on March 22, 2016 and February 23, 2017.
As previously announced, on February 17, 2017, CSC entered into that certain Waiver and Amendment No. 2 to the Syndicated Facility Agreement
(
Amendment
No.
2
(AUD)
) with the AUD Borrowers, the AUD Agent and each of the AUD Lenders party to the Syndicated Facility Agreement as of such date (as each of such terms is defined below), which amends
that certain Syndicated Facility Agreement dated as of July 25, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from
time to time, the
Syndicated
Facility
Agreement
) among CSC Australia Pty. Limited and UXC Limited (the
AUD
Borrowers
), CSC, as
guarantor, the lenders from time to time party thereto (the
AUD
Lenders
) and Commonwealth Bank of Australia, as agent (in such capacity, the
AUD
Agent
) and as mandated lead arranger and bookrunner.
Amendment No. 2 (AUD), among other things, (i) waives the event of default that would, in the absence of such waiver, arise under the Syndicated Facility Agreement as a result of the Merger and (ii) replaces the guaranty by CSC
thereunder with a guaranty by DXC, in the case of clause (ii), subject to certain conditions, including the consummation of the Merger and the delivery of customary closing documentation. On April 3, 2017, pursuant to the terms of Amendment
No. 2 (AUD), the guaranty by CSC under the Syndicated Facility Agreement was replaced with a guaranty by DXC.
Terms and conditions of the Syndicated
Facility Agreement remain as previously described in CSCs current reports on Form
8-K
filed with the Securities and Exchange Commission on July 28, 2016 and February 23, 2017.
As previously announced, on February 17, 2017, CSC entered into that certain Second Amendment to Amended and Restated Master Loan and Security Agreement
Number: 27108-7000 (the
Equipment
Facility
Amendment
) with the Equipment Facility Borrower, the Equipment Agent, the Equipment Lender and each of the Assignee Lenders party to the Equipment Facility as of such date
(as each of such terms is defined below), which amends that certain Amended and Restated Master Loan and Security Agreement (Number: 27108-70000) dated as of April 4, 2016 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the
Equipment
Facility
) among CSC Asset Funding I LLC, as borrower (the
Equipment
Facility
Borrower
), CSC, as guarantor, Banc of America Leasing &
Capital, LLC, as lender (in such capacity, the
Equipment
Lender
), and as an assignee lender (in such capacity, the
Banc
of
America
Assignee
Lender
), The Bank of
Tokyo-Mitsubishi UFJ, Ltd., as an assignee lender (together with Banc of America Assignee Lender, the
Assignee
Lenders
) and Bank of America, N.A., as agent (the
Equipment
Agent
). The Equipment
Facility Amendment, among other things, replaces the guaranty by CSC thereunder with a guaranty by DXC, subject to certain conditions, including the consummation of the Merger and the delivery of customary closing documentation. On April 3,
2017, pursuant to the terms of the Equipment Facility Amendment, the guaranty by CSC under the Equipment Facility was replaced with a guaranty by DXC.
Terms and conditions of the Equipment Facility remain as previously described in CSCs current reports on Form
8-K
filed with the Securities and Exchange Commission on April 7, 2016 and February 23, 2017.
As
previously announced, on February 16, 2017, CSC entered into an amendment to its 1,000,000,000 Euro Commercial Paper Programme (the
Programme
) pursuant to which notes issued under the Programme on or after that date and
before the consummation of the Merger would incorporate a provision pursuant to which DXC would be substituted as guarantor in place of CSC following the consummation of the Merger. On April 3, 2017, the substitution took effect in respect of
notes issued on or after February 16, 2017 and before April 3, 2017. In addition, on April 3, 2017, the Programme was amended such that notes issued on or after April 3, 2017 will, at all times, be guaranteed by DXC. Notes issued
on or after April 3, 2017 will not be guaranteed by CSC.
Terms and conditions of the Programme remain as previously described in CSCs current
reports on Form
8-K
filed with the Securities and Exchange Commission on July 28, 2015 and February 23, 2017.