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LOW > SEC Filings for LOW > Form 8-K on 9-Sep-2013All Recent SEC Filings

Show all filings for LOWES COMPANIES INC

Form 8-K for LOWES COMPANIES INC


9-Sep-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial Ob


Item 1.01. Entry into a Material Definitive Agreement.

On September 4, 2013, Lowe's Companies, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters named therein (together, the "Underwriters"), to sell to the Underwriters, who severally have agreed to purchase, $500 million aggregate principal amount of the Company's 3.875% Notes due September 15, 2023 and $500 million aggregate principal amount of the Company's 5.000% Notes due September 15, 2043 (together, the "Notes"). The Notes were registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company's registration statement on Form S-3 (File No. 333-183730) filed with the Securities and Exchange Commission (the "Commission") on September 5, 2012. The Underwriting Agreement contains customary representations, warranties and covenants by the Company, and customary closing conditions, indemnification rights and termination provisions. The sale of the Notes is expected to close on September 11, 2013.

The Notes will be issued under an Amended and Restated Indenture, dated as of December 1, 1995, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor trustee), as supplemented by a supplemental indenture, to be dated as of September 11, 2013, between the Company and the trustee (the "Indenture"). A description of the Notes and a description of the underwriting thereof are included in the Company's Prospectus Supplement, dated as of September 4, 2013 and filed with the Commission on September 5, 2013, pursuant to Rule 424(b)(2) of the Securities Act.

Some of the Underwriters and their respective affiliates have engaged in, and may in the future engage in, investment banking, commercial banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. In particular, the affiliates of some of the Underwriters are participants in the Company's senior credit facility described in the Company's filings with the Commission. They have received, or may in the future receive, customary fees and commissions or other payments for these transactions. In addition, BNY Mellon Capital Markets, LLC, one of the Underwriters, is an affiliate of the trustee under the Indenture.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy thereof which is filed as Exhibit 1.1 hereto and incorporated herein by reference.



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

The disclosure required by this Item and included in Item 1.01 is incorporated by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1 Underwriting Agreement, dated as of September 4, 2013, by and among Lowe's Companies, Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Robinson Humphrey, Inc., as representatives of the several Underwriters named therein


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