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TRV > SEC Filings for TRV > Form 8-K on 12-Jun-2013All Recent SEC Filings

Show all filings for TRAVELERS COMPANIES, INC. | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Creation of a Direct Financ

Item 1.01 Entry into a Material Definitive Agreement.

On June 7, 2013, The Travelers Companies, Inc. (the "Company") entered into a $1.0 Billion Five-Year Revolving Credit Agreement (the "Credit Agreement") with a syndicate of financial institutions, including Wells Fargo Bank, National Association, as administrative agent, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bank National Association as joint lead arrangers and joint bookrunners, Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, N.A. and U.S. Bank National Association as co-syndication agents and HSBC Bank USA, National Association as documentation agent. The Credit Agreement replaced the Company's previous $1.0 Billion Three-Year Revolving Credit Agreement, which was terminated on June 7, 2013.

The Credit Agreement provides for up to $1.0 billion of credit. The interest rates applicable to loans under the Credit Agreement are generally based on a base rate plus a specified margin or the Eurodollar rate plus a specified margin. In addition, the Company will pay a facility fee on each lender's commitment irrespective of usage. The applicable margin and the amount of the facility fee vary based upon the Company's long-term senior unsecured non-credit-enhanced debt ratings.

Pursuant to covenants in the Credit Agreement, the Company must maintain an excess of consolidated net worth over goodwill and other intangible assets of not less than (i) $15,480,500,000 minus (ii) 70.0% of actual stock repurchases made after March 31, 2013 up to a maximum deduction of $1.75 billion. In addition, the Credit Agreement contains other customary restrictive covenants as well as certain customary events of default, including with respect to a change in control. Unless terminated earlier by the Company, the Credit Agreement is scheduled to expire on June 7, 2018, subject to extension with lender consent according to the terms of the Credit Agreement. Borrowings under the Credit Agreement may be used for general corporate purposes of the Company and its subsidiaries.

Pursuant to the terms of the Credit Agreement, the Company has an option to request an increase of the credit available under the facility up to a maximum facility amount of $1.5 billion, subject to the consent of lenders and the satisfaction of certain conditions.

Certain of the lenders under the Credit Agreement, or their affiliates, have provided, and may in the future from time to time provide, certain commercial and investment banking, financial advisory and other services in the ordinary course of business for the Company and its subsidiaries, for which they have in the past and may in the future receive customary fees and commissions.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

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