ACCO Acco Brands Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2024

ACCO Brands Corporation

(Exact name of registrant as specified in its charter)

____________________________

Delaware	001-08454	36-2704017
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Four Corporate Drive

Lake Zurich, Illinois 60047

(Address of Registrant’s Principal Executive Office, Including Zip Code)

 

Registrant's telephone number, including area code: (847) 541-9500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

☐ Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐ Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ACCO	NYSE

 

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. ☐

---

Section 1 - Registrant's Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

Effective October 30, 2024, ACCO Brands Corporation (the “Company”) entered into a Seventh Amendment (the “Seventh Amendment”) to its Third Amended and Restated Credit Agreement, as amended (the “Credit Agreement”), among the Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other lenders party thereto. Pursuant to the Seventh Amendment, the Credit Agreement was amended to, among other things:

 

 

 

 

No changes were made to the financial covenants and the pricing was updated as follows:

 

Level		Consolidated Leverage Ratio		SOFR Spread		Undrawn Fee
I		> 4.25x		225 bps		37.5 bps
II		> 3.50x		200 bps		35.0 bps
III		> 2.50x		175 bps		30.0 bps
IV		≤ 2.50x		150 bps		25.0 bps

 

After giving effect to the Seventh Amendment, the current multi-currency revolving facility provides for outstanding borrowings not to exceed $467.5 million.

 

The foregoing summary of the Seventh Amendment does not purport to be complete and is qualified in its entirety by reference to the Seventh Amendment, a copy of which is filed as Exhibit 10.1 and incorporated by reference herein.

 

Section 2 - Financial Information

 

Item 2.02. Results of Operations and Financial Condition

 

On October 31, 2024, ACCO Brands Corporation (the "Company") announced its results for the period ended September 30, 2024. Attached as Exhibit 99.1 is a copy of the press release relating to the Company's results, which is incorporated herein by reference.

 

The information included or incorporated by reference in this Current Report on Form 8-K under this Item 2.02 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

---

Section 9 - Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

10.1		Seventh Amendment to Third Amended and Restated Credit Agreement, dated October 30, 2024, among the Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other lenders party thereto.
99.1		Press release of the Company announcing results for the period ended September 30, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

---

SIGNATURES

 

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.

		ACCO Brands Corporation (Registrant)
Date:	October 31, 2024	By:	/s/ Deborah A. O'Connor
			Name: Deborah A. O'Connor
			Title: Executive Vice President
			and Chief Financial Officer

 

---

SEVENTH AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of October 30, 2024 and is entered into by and among ACCO Brands Corporation, a Delaware corporation (“Holdings”), ACCO Brands Australia Holding Pty. Ltd. (the “Australian Borrower”), Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) acting with the consent of each of the Required Lenders (as defined in the Credit Agreement referenced below, the “Required Lenders”) and each of the Consenting Lenders (as defined below), the Required Lenders and Consenting Lenders that are delivering Lender Consents (as defined below) and the Guarantors listed on the signature pages hereto, and is made with reference to that certain Third Amended and Restated Credit Agreement, dated as of January 27, 2017 (as amended by the First Amendment to Third Amended and Restated Credit Agreement, dated as of July 26, 2018, the Second Amendment to Third Amended and Restated Credit Agreement, dated as of May 23, 2019, the Third Amendment to Third Amended and Restated Credit Agreement, dated as of May 1, 2020, the Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of November 10, 2020, the Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of March 31, 2021, the LIBOR Transition Amendment dated as of December 8, 2021, the Sixth Amendment to Third Amended and Restated Credit Agreement, dated as of November 7, 2022 and as further amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” and the Credit Agreement as amended by the Amendment, the “Amended Credit Agreement”), by and among Holdings, certain Subsidiaries of Holdings from time to time party thereto, the lenders from time to time party thereto (the “Existing Lenders”) and the Administrative Agent. Unless otherwise stated, capitalized terms used herein without definition shall have the same meanings herein as set forth in the Amended Credit Agreement.

RECITALS

WHEREAS, pursuant to and in accordance with Section 11.01(a) of the Credit Agreement, the Required Lenders and the other parties hereto have agreed to amend the Credit Agreement to, among other things, (a) provide Term A Loans denominated in Euros in an aggregate principal amount of €122,890,001.85 to refinance, in full, all Euro Term A Loans outstanding immediately prior to the effectiveness of this Amendment (the “Existing Euro Term A Loans”) and (b) amend the definition of “Maturity Date”;

WHEREAS, pursuant to and in accordance with Section 3.03 of the Credit Agreement, the Administrative Agent and the Borrowers have agreed to amend the Credit Agreement to replace the CDOR Rate with Term CORRA;

WHEREAS, each Existing Lender holding Existing Euro Term A Loans (as defined below) (collectively, the “Existing Euro Term A Lenders”) that executes and delivers a consent to this Amendment in the form of the “Euro Term A Lender Consent” attached hereto as Annex I (an “Euro Term A Lender Consent”) and makes the appropriate election thereunder (collectively, the “Continuing Euro Term A Lenders”) will, by the fact of such execution and delivery, be deemed (i) to have consented to the terms of this Amendment and the Amended Credit Agreement and (ii) to have agreed to continue all of its Euro Term A Loans outstanding immediately prior to the effectiveness of this Amendment (the “Existing Euro Term A Loans”) as ‘Euro Term A Loans’ on the terms set forth in this Amendment and the Amended Credit Agreement in a principal amount equal to the principal amount of its Existing Euro Term A Loan

---

(or such lesser amount as determined by the Administrative Agent in its sole discretion and in consultation with Holdings), as further set forth in this Amendment;

WHEREAS, each Existing Euro Term A Lender that executes and delivers an Euro Term A Lender Consent and makes the appropriate election thereunder consents to this Amendment and the Amended Credit Agreement but does not consent to continue its Existing Euro Term A Loans on the terms set forth in this Amendment and the Amended Credit Agreement shall, in each case, execute, or shall be deemed to have executed, a counterpart of the Master Assignment and Acceptance Agreement substantially in the form attached hereto as Annex III (a “Master Assignment”) and shall in accordance therewith sell all of its Existing Euro Term A Loans at 100% of par as specified in the applicable Master Assignment, as further set forth in this Amendment;

WHEREAS, if an Existing Euro Term A Lender fails to execute and return an Euro Term A Lender Consent, as applicable, by 12:00 p.m. (New York City time), on October 29, 2024, such Existing Euro Term A Lender shall be deemed a Non-Continuing Euro Term A Lender (as defined below) and, in accordance with Section 11.13 of the Credit Agreement, shall in each case assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06 of the Credit Agreement), all of its interests, rights and obligations under the Credit Agreement and the related Loan Documents in respect of its Existing Euro Term A Loans to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment) at 100% of par as specified in the applicable Master Assignment, as further set forth in this Amendment;

WHEREAS, each Existing Lender holding Revolving Credit Loans (as defined in the Credit Agreement immediately prior to the Seventh Amendment Closing Date (as defined below), the “Existing Revolving Credit Loans”) or unused Revolving Credit Commitments (as defined in the Credit Agreement immediately prior to the Seventh Amendment Closing Date, the “Existing Revolving Credit Commitments” and, such Existing Lenders holding such Existing Revolving Credit Loans or Existing Revolving Credit Commitments, the “Existing Revolving Credit Lenders”) that executes and delivers a consent to this Amendment in the form of the “Revolving Credit Lender Consent” attached hereto as Annex II (a “Revolving Credit Lender Consent”, and the Revolving Credit Lender Consents together with the Euro Term A Lender Consents, the “Lender Consents”) and makes the appropriate election thereunder (collectively, the “Continuing Revolving Credit Lenders” and, together with the Continuing Euro Term A Lenders, the “Consenting Lenders”) will, by the fact of such execution and delivery, be deemed (i) to have consented to the terms of this Amendment and the Amended Credit Agreement and (ii) to have agreed to continue (as further described in its Revolving Credit Lender Consent) all of its Existing Revolving Credit Commitments and Existing Revolving Credit Loans as Revolving Credit Commitments and Revolving Credit Loans, respectively, on the terms set forth in this Amendment and the Amended Credit Agreement in a principal amount equal to its Existing Revolving Credit Commitments and Existing Revolving Credit Loans, respectively (or such lesser amount as determined by the Administrative Agent in its sole discretion and in consultation with Holdings), as further set forth in this Amendment;

WHEREAS, each Existing Revolving Credit Lender that executes and delivers a Revolving Credit Lender Consent and makes the appropriate election thereunder consents to this Amendment and the Amended Credit Agreement but does not consent to the continuation of any of its Existing Revolving Credit Commitments as Revolving Credit Commitments on the terms set forth in this Amendment and the Amended Credit Agreement and shall execute, or shall be deemed to have executed, a counterpart of the applicable Master Assignment and shall in accordance therewith sell all of its Existing Revolving Credit Commitments at 100% of par as specified in the applicable Master Assignment, as further set forth in this Amendment;

---

WHEREAS, if an Existing Revolving Credit Lender fails to execute and return a Revolving Credit Lender Consent by 12:00 p.m. (New York City time), on October 29, 2024, such Existing Revolving Credit Lender shall be deemed a Non-Continuing Revolving Credit Lender (as defined below) and, in accordance with Section 11.13 of the Credit Agreement, shall assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06 of the Credit Agreement), all of its interests, rights and obligations under the Credit Agreement and the related Loan Documents in respect of its Existing Revolving Credit Commitments and Existing Revolving Credit Loans to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment) at 100% of par as specified in the applicable Master Assignment, as further set forth in this Amendment;

WHEREAS, each Existing Lender that executes and delivers a consent and/or signature page to this Amendment irrevocably (i) consents to the terms of this Amendment and the Amended Credit Agreement and (ii) commits to provide the Loans in an aggregate principal amount equal to its applicable Commitment as set forth on Schedule 1 hereto on the Seventh Amendment Closing Date; and

WHEREAS, the Administrative Agent, the L/C Issuers, the Swingline Lender, the Required Lenders, the Replacement Lender (as defined below), the Consenting Lenders and the Loan Parties are willing, on the terms and subject to the conditions set forth herein and in the Amended Credit Agreement, to amend the Credit Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

 

On and after the Seventh Amendment Closing Date, unless the context shall otherwise require, each reference in the Amended Credit Agreement or any other Loan Document to (a) “Euro Term A Loans” shall be deemed a reference to the Euro Term A Loans, (b) “Revolving Credit Loans” shall be deemed a reference to the Revolving Credit Loans, (c) “Euro Term A Lenders” shall be deemed a reference to the Euro Term A Lenders, (d) “Revolving Credit Lenders” shall be deemed a reference to the Revolving Credit Lenders and (e) “Revolving Credit Commitments” shall be deemed a reference to the Revolving Credit Commitments, in each case, under as and defined in the Amended Credit Agreement. As of the Seventh Amendment Closing Date, after giving effect to this Amendment, (i) the aggregate outstanding principal amount of “Euro Term A Loans” is €122,890,001.85 and (ii) the aggregate principal amount of “Revolving Credit Commitments” is $467,500,000.

---

Each Existing Euro Term A Lender and each Existing Revolving Credit Lender executing this Amendment shall select one of the options on the Euro Term A Lender Consent and Revolving Credit Lender Consent hereto, respectively, and deliver such signature page to the Administrative Agent by 12:00 p.m. (New York City time), on October 29, 2024. Pursuant to the procedures set forth in Section IV of this Amendment:

Existing Euro Term A Loans

 

---

Existing Revolving Credit Loans

 

---

Notwithstanding anything set forth in the Credit Agreement or the Amended Credit Agreement, all outstanding Canadian BA Rate Loans (as defined in the Credit Agreement) (“Existing Canadian BA Rate Loans”) on the Seventh Amendment Closing Date immediately prior to giving effect to this Amendment shall remain outstanding under the Amended Credit Agreement as Canadian BA Rate Loans until the expiration of then current Interest Period applicable to such Existing Canadian BA Rate Loans, at which time such Existing Canadian BA Rate Loans shall be converted in full (the “Specified Conversion”) to Term CORRA Rate Loans, in accordance with the terms of the Credit Agreement. Any such Existing Canadian BA Rate Loans shall continue to be governed by the relevant provisions of the Credit Agreement applicable to Canadian BA Rate Loans until the earlier of (i) the repayment of such Existing Canadian BA Rate Loans and (ii) the conversion of such Existing Canadian BA Rate Loans to Term CORRA Rate Loans. For the avoidance of doubt and notwithstanding anything set forth in the Credit Agreement or the Amended Credit Agreement, (x) prior to the Seventh Amendment Closing Date, the Borrowers may not borrow any Revolver Credit Loans as Term CORRA Rate Loans or convert any Revolver Loans to Term CORRA Rate Loans and (y) on and after the Seventh Amendment Closing Date, the Borrowers may not borrow any Revolver Credit Loans as Canadian BA Rate Loans or convert any Revolver Credit Loans to Canadian BA Rate Loans or continue any Existing BA Rate Loans.

This Amendment shall become a binding agreement of the parties hereto and effective on the date (the “Seventh Amendment Closing Date”) on which each of the following conditions precedent are satisfied or waived:

---

---

Notwithstanding anything herein to the contrary, for purposes of determining compliance with the conditions specified in this Section V, each Required Lender and Consenting Lender shall be deemed satisfied with each document and each other matter required to be reasonably satisfactory to such Required Lender or Consenting Lender unless, prior to the Seventh Amendment Closing Date, the Administrative Agent receives notice from such Required Lender or Consenting Lender specifying such Required Lender’s or Consenting Lender’s objections.

In order to induce the Administrative Agent, the L/C Issuers, the Swing Line Lender, the Replacement Lender and each of the Required Lenders and Consenting Lenders to enter into this

---

Amendment and to amend the Credit Agreement in the manner provided herein and the Amended Credit Agreement, each Loan Party represents and warrants on and as of the Seventh Amendment Closing Date to each of the Administrative Agent, the L/C Issuers, the Swing Line Lender and each of the Required Lenders and Consenting Lenders as follows:

---

 

Each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents, including, without limitation, under each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby or by the Amended Credit Agreement, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents, including, without limitation, under each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment, the Amended Credit Agreement and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations.

Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Amended Credit Agreement, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty and this Amendment and consents to the amendment of the Credit Agreement and the other Loan Documents effected pursuant to this Amendment. Each Guarantor hereby confirms that each Loan Document, including each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with such Loan Documents the payment and performance of all “Obligations” and any other obligations under each such Loan Document, including each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party (in each case, as such terms are defined in the applicable Loan Document as the same may be amended as contemplated hereby).

Each Guarantor acknowledges and agrees that each of the Loan Documents, including each of the Pledge Agreements and the other Foreign Collateral Documents, as the same may be amended as contemplated hereby to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment.

---

Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to the Seventh Amendment Closing Date set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Amended Credit Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Amended Credit Agreement.

---

[Remainder of this page intentionally left blank.]

---

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

 

 

 

HOLDINGS AND U.S. BORROWER: ACCO BRANDS CORPORATION

 

 

By: _/s/ Deborah O’Connor

Name: Deborah A. O’Connor
Title: Executive Vice President and Chief Financial Officer

 

 

 

AUSTRALIAN BORROWER:

 

Executed by ACCO BRANDS AUSTRALIA

HOLDING PTY. LTD. in accordance with

Section 127 of the Corporations Act 2001

 

/s/ Deborah O’Connor   Signature of director   Name: Deborah A. O’Connor	/s/ Pamela R. Schneider   Signature of director   Name: Pamela R. Schneider

 

 

 

 

---

GUARANTORS: ACCO BRANDS CORPORATION
 

By:_ _/s/ Deborah O’Connor
Name: Deborah A. O’Connor
Title: Executive Vice President and Chief Financial Officer

ACCO BRANDS USA LLC
 

By:_ _/s/ Deborah O’Connor
Name: Deborah A. O’Connor
Title: Executive Vice President and Chief Financial Officer

GENERAL BINDING LLC
 

By:_/s/ Deborah O’Connor
Name: Deborah A. O’Connor
Title: Vice President

ACCO BRANDS INTERNATIONAL, INC.
 

By:__/s/ Deborah O’Connor
Name: Deborah A. O’Connor
Title: Vice President

ACCO EUROPE FINANCE HOLDINGS, LLC
 

By:_/s/ Jagannath Bobji
Name: Jagannath Bobji
Title: Vice President and Treasurer

 

---

GBC INTERNATIONAL, INC.
 

By:_/s/ Jagannath Bobji
Name: Jagannath Bobji
Title: Treasurer

ACCO INTERNATIONAL HOLDINGS, INC.
 

By:_/s/ Deborah O’Connor
Name: Deborah A. O’Connor
Title: Vice President

NESCHEN GBC GRAPHIC FILMS, LLC
 

By: /s/ Pamela R. Schneider
Name: Pamela R. Schneider
Title: Supervisory Director

ESSELTE U.S. FV, LLC

By: /s/ Jagannath Bobji
Name: Jagannath Bobji
Title: Vice President and Treasurer

ESSELTE EUROPEAN HOLDINGS LLC

By: /s/ Deborah O’Connor
Name: Deborah A. O’Connor
Title: Vice President and Treasurer

 

ESSELTE LLC

By:_/s/ Jagannath Bobji
Name: Jagannath Bobji
Title: Vice President and Treasurer

 

---

ESSELTE HOLDINGS LLC

By /s/ Deborah O’Connor
Name: Deborah A. O’Connor
Title: Vice President and Treasurer

 

---

Conformed Third Amended and Restated Credit Agreement

As amended by the First Amendment dated July 26, 2018,

the Second Amendment dated May 23, 2019

the Third Amendment dated May 1, 2020

the Fourth Amendment dated November 10, 2020

the Fifth Amendment dated March 31, 2021

the Libor Transition Amendment dated December 8, 2021

and the Sixth Amendment dated NovmeberNovember 7, 2022

and the Seventh Amendment dated October 30, 2024

 

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 27, 2017

AMONG

ACCO BRANDS CORPORATION
and
CERTAIN SUBSIDIARIES FROM TIME TO TIME PARTY HERETO,
as Borrowers

VARIOUS LENDERS,

BOFA SECURITIES, INC.,
BARCLAYS BANK PLC,
BMO CAPITAL MARKETS CORP,
PNC BANK, NATIONAL ASSOCIATION CAPITAL MARKETS LLC,
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Joint Lead Arrangers and Joint Bookrunners,

BARCLAYS BANK PLC,
BMO CAPITAL MARKETS CORP,
PNC BANK, NATIONAL ASSOCIATION,
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Syndication Agents

CAPITAL ONE, NATIONAL ASSOCIATION
and
KEYBANK NATIONAL ASSOCIATION,
as Co-Documentation Agents

AND

BANK OF AMERICA, N.A.,
as Administrative Agent

________________________________________________________

$600,000,000467,500,000.00 multicurrency revolving Credit Facility
€252,750,000122,890,001.85 eur term loan a Facility
$61,000,000 aud term loan a Facility
$100,000,000 usd term loan a Facility

________________________________________________________
 

---

CONTENTS

Page

Article 1 Definitions and Accounting Terms 3

Section 1.01 Defined Terms 3

Section 1.02 Other Interpretive Provisions 67

Section 1.03 Accounting Terms 6768

Section 1.04 Rounding 68

Section 1.05 Times of Day 6869

Section 1.06 Letter of Credit Amounts 6869

Section 1.07 Currency Equivalents Generally; Change of Currency 6869

Section 1.08 Additional Alternative Currencies 6869

Section 1.09 Additional Borrowers 6970

Section 1.10 Timing of Payment or Performance 7071

Section 1.11 Interest Rates 7071

Section 1.12 Limited Condition Acquisitions 7071

Article 2 The Commitments and Credit Extensions 7172

Section 2.01 The Loans 7172

Section 2.02 Borrowings, Conversions and Continuations of Loans 7273

Section 2.03 Letters of Credit 7475

Section 2.04 Swing Line Loans 8283

Section 2.05 Prepayments 8586

Section 2.06 Termination or Reduction of Commitments 8889

Section 2.07 Repayment of Loans 8889

Section 2.08 Interest 9091

Section 2.09 Fees 9192

Section 2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate 9192

Section 2.11 Evidence of Debt. 9293

Section 2.12 Payments Generally; Administrative Agent’s Clawback 9293

Section 2.13 Sharing of Payments by Lenders 9495

Section 2.14 Incremental Facilities 9596

Section 2.15 Cash Collateral 9899

Section 2.16 Defaulting Lenders 99100

Section 2.17 Nature of Obligations 101102

---

Article 3 Taxes, Yield Protection and Illegality 103104

Section 3.01 Taxes 103104

Section 3.02 Illegality 107108

Section 3.03 Inability to Determine Rates 108109

Section 3.04 Increased Costs; Reserves on Agreed Currency Rate Loans, SARON Loans, GBP Daily Rate Loans and Canadian BATerm CORRA Rate Loans 111112

Section 3.05 Compensation for Losses 112113

Section 3.06 Mitigation Obligations; Replacement of Lenders. 113114

Section 3.07 Survival 113114

Article 4 Conditions Precedent 114115

Section 4.01 Conditions Precedent to the SpinCo Closing Date 114115

Section 4.02 Conditions Precedent to the Original Closing Date 114115

Section 4.03 Conditions to All Credit Extensions after the Original Closing Date 114115

Section 4.04 Conditions Precedent to Effectiveness of Second Amendment 114115

Section 4.05 Conditions Precedent to Effectiveness of Third Amendment to Amended and Restated Credit Agreement 114115

Section 4.06 Conditions Precedent to Effectiveness of Third Amendment to Second Amended and Restated Credit Agreement 115116

Article 5 Representations and Warranties 115116

Section 5.01 Existence, Qualification and Power 115116

Section 5.02 Authorization; No Contravention 115116

Section 5.03 Governmental Authorization; Other Consents 115116

Section 5.04 Binding Effect 115116

Section 5.05 Financial Statements; No Material Adverse Effect 116117

Section 5.06 Litigation 116117

Section 5.07 No Default 116117

Section 5.08 Ownership of Property; Liens 116117

Section 5.09 Environmental 117118

Section 5.10 Insurance 118119

Section 5.11 Taxes 118119

Section 5.12 ERISA Compliance 118119

Section 5.13 Subsidiaries; Equity Interests 119120

Section 5.14 Margin Regulations; Investment Company Act 119120

---

Section 5.15 Disclosure 120121

Section 5.16 Compliance with Laws 120121

Section 5.17 Taxpayer Identification Number 120121

Section 5.18 Intellectual Property; Licenses, Etc 120121

Section 5.19 Solvency 120121

Section 5.20 Collateral Documents 120121

Section 5.21 Senior Debt 121122

Section 5.22 OFAC 121122

Section 5.23 Foreign Corrupt Practices Act 121122

Section 5.24 Compliance with EU Bail-in Regulation 121122

Section 5.25 Anti-Corruption Laws 121122

Article 6 Affirmative Covenants 121122

Section 6.01 Financial Statements 121122

Section 6.02 Certificates; Other Information 122123

Section 6.03 Notices 124125

Section 6.04 Preservation of Existence, Etc 125126

Section 6.05 Maintenance of Properties 125126

Section 6.06 Maintenance of Insurance 125126

Section 6.07 Compliance with Laws 126127

Section 6.08 Books and Records 126127

Section 6.09 Inspection Rights 126127

Section 6.10 Use of Proceeds 126127

Section 6.11 Covenant to Guarantee Obligations and Give Security 126127

Section 6.12 Compliance with Environmental Laws 127128

Section 6.13 Preparation of Environmental Reports 127128

Section 6.14 [Reserved] 128129

Section 6.15 Further Assurances 128129

Section 6.16 Ratings 128129

Section 6.17 PPSA Policies and steps 128129

Section 6.18 MIRE Events 128129

Section 6.19 Anti-Corruption Laws; Sanctions 128129

Article 7 Negative Covenants 128129

Section 7.01 Liens 129130

---

Section 7.02 Investments 131132

Section 7.03 Indebtedness 133134

Section 7.04 Fundamental Changes 136137

Section 7.05 Dispositions 136137

Section 7.06 Restricted Payments 138139

Section 7.07 Change in Nature of Business 139140

Section 7.08 Transactions with Affiliates 139140

Section 7.09 Restrictive Agreements 140141

Section 7.10 Use of Proceeds 140141

Section 7.11 Financial Covenants 140141

Section 7.12 Amendments of Organization Documents 141142

Section 7.13 Accounting Changes 141142

Section 7.14 Prepayments of Indebtedness 141142

Section 7.15 Sale-Leaseback Transactions 141142

Section 7.16 Amendments of Indebtedness 141142

Section 7.17 Limitation on Activities of Australian Borrower 142143

Section 7.18 Sanctions 142143

Section 7.19 Anti-Corruption Laws 142143

Article 8 Events of Default and Remedies 142143

Section 8.01 Events of Default 142143

Section 8.02 Remedies Upon Event of Default 144145

Section 8.03 Application of Funds 145146

Article 9 Administrative Agent 145146

Section 9.01 Appointment and Authority 145146

Section 9.02 Rights as a Lender 146147

Section 9.03 Exculpatory Provisions 146147

Section 9.04 Reliance 147148

Section 9.05 Delegation of Duties 147148

Section 9.06 Resignation of Administrative Agent 147148

Section 9.07 Non-Reliance on Administrative Agent, the Arrangers and the Other Lenders 148149

Section 9.08 No Other Duties, Etc 149150

Section 9.09 Administrative Agent May File Proofs of Claim 149150

Section 9.10 Collateral and Guaranty Matters 149150

---

Section 9.11 Secured Cash Management Agreements, Secured Hedge Agreements and Specified Supply Chain Agreements 150151

Section 9.12 Certain ERISA Matters 151152

Section 9.13 Recovery of Erroneous Payments 152153

Article 10 Debt Allocation Mechanism 152153

Section 10.01 Implementation of DAM 152153

Section 10.02 Letters of Credit 153154

Section 10.03 Net Payments Upon Implementation of DAM Exchange 154155

Article 11 Miscellaneous 155156

Section 11.01 Amendments, Etc 155156

Section 11.02 Notices; Effectiveness; Electronic Communication 158159

Section 11.03 No Waiver; Cumulative Remedies; Enforcement 160161

Section 11.04 Expenses; Indemnity; Damage Waiver 160161

Section 11.05 Payments Set Aside 162163

Section 11.06 Successors and Assigns 163164

Section 11.07 Treatment of Certain Information; Confidentiality 167168

Section 11.08 Right of Setoff 168169

Section 11.09 Interest Rate Limitation 168169

Section 11.10 Integration 169170

Section 11.11 Survival of Representations and Warranties 169170

Section 11.12 Severability 169170

Section 11.13 Replacement of Lenders 169170

Section 11.14 Governing Law; Jurisdiction; Etc 170171

Section 11.15 Waiver of Jury Trial 171172

Section 11.16 No Advisory or Fiduciary Responsibility 171172

Section 11.17 Electronic Execution of Assignments and Certain Other Documents 172173

Section 11.18 USA PATRIOT Act 172173

Section 11.19 Judgment Currency 173174

Section 11.20 Holdings as Agent for Borrowers 173174

Section 11.21 Waiver of Sovereign Immunity 173174

Section 11.22 Independence of Covenants 174175

Section 11.23 Lenders as Perfection Agents 174175

---

Section 11.24 Effect of Amendment and Restatement of the Second Amended and Restated Credit Agreement 174175

Section 11.25 Ratification of Loan Documents 174175

Section 11.26 Swedish law Security Confirmation 175176

Section 11.27 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 175176

Section 11.28 Consent regarding Dissolution of ACCO Brands Colombia 175176

Section 11.29 Acknowledgement Regarding Any Supported QFCs 175176

Section 11.30 The Banking Code of Practice 176177

 

 

---

SCHEDULES

1.01A	Existing Letters of Credit
1.01B	Agreed Security Principles
1.01C	Real Property Subject to Mortgage and Estoppel Requirements (Third Restatement Date)
2.01	Commitments and Applicable Percentages
5.08(c)	Owned Real Property
5.08(d)(i)	Leased Real Property (Lessee)
5.08(d)(ii)	Leased Real Property (Lessor)
5.11	Tax Sharing Agreements
5.13	Subsidiaries; Other Equity Investments
7.01(b)	Certain Liens
7.02(h)	Certain Investments
7.03	Existing Indebtedness
7.08	Existing Affiliate Transactions
11.02	Administrative Agent’s Office; Certain Addresses for Notices

 

EXHIBITS

	Form of
A-1	Committed Loan Notice
A-2	Conversion/Continuation Notice
A-3	Swing Line Loan Notice
A-4	Prepayment Notice
A-5	Swing Line Loan Prepayment Notice
B	Revolving Credit Note
C-1	Australian Dollar Term A Note
C-2	Euro Term A Note
C-3	U.S. Dollar Term A Note
C-4	Term B Note
D	Compliance Certificate
E-1	Assignment and Assumption
E-2	Administrative Questionnaire
F	Incremental Joinder Agreement
G-1 through G-4	U.S. Tax Compliance Certificates
H	Foreign Obligations Guaranty
I	Borrower Joinder Agreement
J	Estoppel
K	U.S. Mortgage

 

---

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of January 27, 2017 (this “Agreement”), among ACCO BRANDS CORPORATION, a Delaware corporation (“Holdings”), each Domestic Subsidiary of Holdings that becomes a party hereto pursuant to Section 1.09 by execution of a joinder hereto and is designated therein as a “U.S. Borrower” (together with Holdings, collectively, the “U.S. Borrowers”), ACCO Brands Australia Holding Pty. Ltd. (the “Australian Borrower”), each Foreign Subsidiary of Holdings that becomes a party hereto pursuant to Section 1.09 by execution of a joinder hereto and is designated therein as a “Foreign Borrower” (together with the Australian Borrower, collectively, the “Foreign Borrowers”; and the Foreign Borrowers together with the U.S. Borrowers, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as administrative agent (capitalized terms used but not defined in this preamble having the meaning given such terms in Article 1 below).

WITNESSETH

WHEREAS, Holdings entered into that certain Credit Agreement, dated as of March 26, 2012, among Holdings, certain Subsidiaries of Holdings party thereto from time to time, each lender from time to time party thereto, Barclays Bank PLC, as original administrative agent, and Bank of Montreal, as original multicurrency administrative agent (as amended by the First Amendment to Credit Agreement, dated December 10, 2012, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the Restatement Date (as defined below), the “Original Credit Agreement”);

WHEREAS, pursuant to the Original Credit Agreement, the Lenders (as defined in the Original Credit Agreement) extended credit in the form of (a) Term Loans (as defined in the Original Credit Agreement) on the Original Closing Date and the SpinCo Closing Date, as applicable, in an aggregate principal amount equal to $770,000,000 (or U.S. Dollar Equivalent thereof) and (b) Revolving Credit Loans (as defined in the Original Credit Agreement) at any time and from time to time prior to the applicable Maturity Date (as defined in the Original Credit Agreement) in an aggregate principal amount at any time outstanding not in excess of $250,000,000 (or U.S. Dollar Equivalent thereof);

WHEREAS, the Required Lenders (as defined in the Original Credit Agreement) and other parties to the Second Amendment to Credit Agreement agreed to amend and restate the Original Credit Agreement in its entirety to read as set forth in the Amended and Restated Credit Agreement dated as of May 13, 2013, among Holdings, certain Subsidiaries of Holdings from party thereto from time to time, each lender from time to time party thereto, Barclays Bank PLC, as original administrative agent, Bank of Montreal, as original multicurrency administrative agent, Bank of America, N.A., as successor administrative agent (as amended by the First Amendment to Amended and Restated Credit Agreement, dated July 19, 2013, as further amended by that Second Amendment to Credit Agreement, dated as of June 26, 2014, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Amended and Restated Credit Agreement”) to, among other things, (a) exchange and/or replace the existing U.S. Dollar Term A Loans (as defined in the Original Credit Agreement) with the Term A Loans, (b) prepay in full the Canadian Dollar Term A Loans (as defined in the Original Credit Agreement) to the extent not already paid, (c) prepay in full the existing Term B Loans (as defined in the Original Credit Agreement) and (d) replace the existing Revolving Credit Facilities (as defined in the Original Credit Agreement) with the Revolving Credit Facility and, in connection therewith, (1) the grants of security interests and Liens under and pursuant to the Loan Documents continued unaltered to secure, guarantee, support and otherwise benefit the Obligations of Holdings and the other Loan Parties under the Original Credit Agreement and each other Loan Document and each of the foregoing continued in full force and effect in accordance with its terms except as expressly amended thereby or by the Second Amendment, and the parties thereto ratified and confirmed the terms thereof as being in full force and effect and unaltered

---

by the Second Amendment and (2) it was agreed and understood that the Amended and Restated Credit Agreement did not constitute a novation, satisfaction, payment or reborrowing of any Obligation under the Original Credit Agreement or any other Loan Document except as expressly modified by the Amended and Restated Credit Agreement, nor did it operate as a waiver of any right, power or remedy of any Lender under any Loan Document;

WHEREAS, the Required Lenders (as defined in the Amended and Restated Credit Agreement) and other parties to the Third Amendment to Amended and Restated Credit Agreement agreed to amend and restate the Amended and Restated Credit Agreement in its entirety to read as set forth in the Second Amended and Restated Credit Agreement dated as of April 28, 2015, among Holdings, certain Subsidiaries of Holdings from time to time party thereto, each lender from time to time party thereto and Bank of America, N.A., as administrative agent (as amended by the First Amendment to Second Amended and Restated Credit Agreement, dated July 7, 2015, as further amended by that Second Amendment and Additional Borrower Consent, dated as of May 1, 2016, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Second Amended and Restated Credit Agreement”) and to, among other things, (a) continue the existing Term A Loans (as defined in the Second Amended and Restated Credit Agreement), (b) make additional Term A Loans, (c) continue the Revolving Credit Facility (as defined below) and (d) make available additional Revolving Credit Commitments, and it was agreed by such parties that the “Obligations” under (and as defined in) the Amended and Restated Credit Agreement (including indemnification obligations) shall be governed by and deemed to be outstanding under the Second Amended and Restated Credit Agreement with the intent that the terms of the Second Amended and Restated Credit Agreement shall supersede the terms of the Amended and Restated Credit Agreement (which shall thereafter have no further effect upon the parties thereto other than with respect to any action, event, representation, warranty or covenant occurring, made or applying prior to the Second Restatement Effective Date), and all references to the Original Credit Agreement or the Amended and Restated Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof; provided that (1) the grants of security interests and Liens under and pursuant to the Loan Documents continued unaltered to secure, guarantee, support and otherwise benefit the Obligations of the Borrower and the other Loan Parties under the Original Credit Agreement, the Amended and Restated Credit Agreement and the Second Amended and Restated Credit Agreement and each other Loan Document and each of the foregoing continued in full force and effect in accordance with its terms except as expressly amended thereby or by the Third Amendment to Amended and Restated Credit Agreement, and the parties thereto ratified and confirmed the terms thereof as being in full force and effect and unaltered by the Third Amendment to Amended and Restated Credit Agreement and (2) it is agreed and understood that the Second Amended and Restated Credit Agreement did not constitute a novation, satisfaction, payment or re-borrowing of any Obligation under the Original Credit Agreement, the Amended and Restated Credit Agreement or any other Loan Document except as expressly modified by the Second Amended and Restated Credit Agreement, nor did it operate as a waiver of any right, power or remedy of any Lender under any Loan Document;

WHEREAS, the Required Lenders (as defined in the Second Amended and Restated Credit Agreement) and other parties to the Third Amendment have agreed to amend and restate the Second Amended and Restated Credit Agreement in its entirety to read as set forth in the Third Amended and Restated Credit Agreement, dated as of January 27, 2017 (as amended by the First Amendment and as further amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Third Amended and Restated Credit Agreement”) to, among other things, (a) reflect the repayment, in full, of the existing Term A Loans (as defined in the Second Amended and Restated Credit Agreement) on the Third Restatement Date, (b) continue the existing Australian Dollar Term A Loans (as defined below) as amended and restated by this Agreement, (c) establish a tranche of Euro-denominated Term A Loans in the form of the Euro Term A Loans, (d) continue the Revolving Credit Facility (as defined below) as amended and restated by this Agreement and (e) make available additional Revolving Credit Commitments,

---

and it has been agreed by such parties that the “Obligations” under (and as defined in) the Second Amended and Restated Credit Agreement (including indemnification obligations) shall be governed by and deemed to be outstanding under this Agreement with the intent that the terms of this Agreement shall supersede the terms of the Second Amended and Restated Credit Agreement (which shall hereafter have no further effect upon the parties thereto other than with respect to any action, event, representation, warranty or covenant occurring, made or applying prior to the Third Restatement Date), and all references to the Original Credit Agreement, the Amended and Restated Credit Agreement or the Second Amended and Restated Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof; provided that (1) the grants of security interests and Liens under and pursuant to the Loan Documents shall continue unaltered to secure, guarantee, support and otherwise benefit the Obligations of the Borrower and the other Loan Parties under the Original Credit Agreement, the Amended and Restated Credit Agreement, the Second Amended and Restated Credit Agreement and this Agreement and each other Loan Document and each of the foregoing shall continue in full force and effect in accordance with its terms except as expressly amended thereby or hereby or by the Third Amendment, and the parties thereto hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement and (2) it is agreed and understood that this Agreement does not constitute a novation, satisfaction, payment or re-borrowing of any Obligation under the Original Credit Agreement, the Amended and Restated Credit Agreement, the Second Amended and Restated Credit Agreement or any other Loan Document except as expressly modified by this Agreement, nor does it operate as a waiver of any right, power or remedy of any Lender under any Loan Document; and

WHEREAS, pursuant to the Second Amendment to Third Amended and Restated Credit Agreement (as defined below), Holdings has requested, and the Administrative Agent, the lenders party thereto and the other Persons party thereto have agreed, to amend this Agreement on the terms and conditions contained herein and pursuant to the Second Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

---

---

provided that (x) to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any rate set forth in this definition, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and (y) if the Agreed Currency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

---

Pricing Level	Consolidated Leverage Ratio	Term SOFR / Daily SOFR / Agreed Currency Rate / SARON / GBP Daily Rate / Australian BBSR Rate /Canadian BATerm Corra Rate / Daily SOFR / Australian Base Rate / Letter of Credit Fees (financial)	Base Rate	Letter of Credit Fees (commercial)	Letter of Credit Fees (performance)
1	> 4.50 to 1.00	2.50%	1.50%	0.55%	1.250%

---

Pricing Level	Consolidated Leverage Ratio	Term SOFR / Daily SOFR / Agreed Currency Rate / SARON / GBP Daily Rate / Australian BBSR Rate /Canadian BATerm Corra Rate / Daily SOFR / Australian Base Rate / Letter of Credit Fees (financial)	Base Rate	Letter of Credit Fees (commercial)	Letter of Credit Fees (performance)
21	≤ 4.50 to 1.00 and > 4.004.25 to 1.00	2.25%	1.25%	0.50%	1.125%
32	≤ 4.004.25 to 1.00 and > 3.50 to 1.00	2.00%	1.00%	0.45%	1.000%
43	≤ 3.50 to 1.00 and > 3.002.50 to 1.00	1.75%	0.75%	0.40%	0.875%
54	≤ 3.00 to 1.00 and > 2.00 to2.50 to 1.00	1.50%	0.50%	0.30%	0.750%
6	≤ 2.00 to 1.00	1.25%	0.25%	0.25%	0.625%

 

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).

---

---

---

---

“Brazilian Real” and “BRL” means the lawful currency of the Brazil.

---

“Canadian BA Rate” means, with respect to each Interest Period for a Canadian BA Rate Loan, the rate per annum equal to the average rate applicable to Canadian Dollar bankers’ acceptances having an identical or comparable term as the proposed Canadian BA Rate Loan displayed and identified as such on the applicable page published by Bloomberg (or such other page or commercially available source providing Canadian BA Rate quotations as may be designated by the Administrative Agent from time to time) as at approximately 10:00 a.m. Toronto time on such day (or, if such day is not a Business Day, as of 10:00 a.m. Toronto time on the immediately preceding Business Day) (the “CDOR Rate”), plus ten (10) basis points; provided that if such rate does not appear on the CDOR Page (or any display substituted therefor) at such time on such date, the rate for such date will be the annual discount rate (rounded upward or downward to the nearest whole multiple of 1/100 of 1%) as of 10:00 a.m. Toronto time on such day at which a Canadian chartered bank listed on Schedule 1 of the Bank Act (Canada) as selected by the Administrative Agent is then offering to purchase Canadian Dollar bankers’ acceptances accepted by it having such specified term (or a term as closely as possible comparable to such specified term), plus ten (10) basis points.

---

---

“CDOR Rate” has the meaning specified in the definition of “Canadian BA Rate”.

---

---

---

---

---

---

provided, that the foregoing definition shall be subject to the Agreed Security Principles. The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance or legal opinions with respect to particular assets or to obtain documentation from Persons not Affiliated with any Loan Party where it determines that perfection or the obtaining of such third party documentation cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

---

Pricing Level	Consolidated Leverage Ratio	Commitment Fee Rate
1	> 4.50 to 1.00	0.500%
21	≤ 4.50 to 1.00 and > 4.004.25 to 1.00	0.375%
32	≤ 4.004.25 to 1.00 and > 3.50 to 1.00	0.350%
43	≤ 3.50 to 1.00 and > 3.002.50 to 1.00	0.300%
54	≤ 3.00 to 1.00 and > 2.00 to2.50 to 1.00	0.250%
6	≤ 2.00 to 1.00	0.200%

 

Any increase or decrease in the Commitment Fee Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).

 

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. Notwithstanding anything to the contrary contained herein, Permitted Pension Withdrawal Liability shall not constitute Indebtedness.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

Each Revolving Credit Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will promptly notify the L/C Issuer. Each Revolving Credit Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

A notice of the Administrative Agent to any Lender, the L/C Issuer, Holdings or a Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.

---

Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

---

---

---

---

---

---

---

---

---

Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 3.01(c)(ii). The agreements in this Section 3.01(c)(ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

---

---

---

---

Thereafter, (x) the obligation of the Lenders to make or maintain Agreed Currency Rate Loans, SARON Loans, Australian BBSR Rate Loans, GBP Daily Rate Loans or Canadian BATerm CORRA Rate Loans (or such other applicable Loans in an Alternative Currency) shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the SOFR component of the Base Rate, the utilization of the SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.

Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Agreed Currency Rate Loans, SARON Loans, Australian BBSR Rate Loan, GBP Daily Rate Loans or Canadian BATerm CORRA Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in U.S. Dollars (in the case of Agreed Currency Rate Loans). Notwithstanding the foregoing, in the case of a pending request for a continuation in an Alternative Currency as to which the Administrative Agent has made the determination described in Section 3.03(a)(i) of the first sentence of this paragraph, Holdings, the Administrative Agent and the Required Lenders may establish a mutually acceptable alternative interest rate that reflects the all-in-costs of funds to such Lenders for funding Loans in the applicable currency and amount, and with the same Interest Period as the Canadian BATerm CORRA Rate Loan, GBP Daily Rate Loan or Australian BBSR Rate Loan (or such other applicable Loan in an Alternative Currency) being requested to be made or continued, as the case may be (the “Impacted Loans”) in which case such alternative rate of interest shall apply with respect to the Impacted Loans until (x) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under Section 3.03(a)(i) of the first sentence of this paragraph, (y) the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or (z) any Lender determines that any Law has made it unlawful or that any Governmental Authority has asserted that it is unlawful for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or change interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Holdings written notice thereof.

---

then, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be, in the case of Term SOFR Loans, at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (y) above, no later than the SOFR Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily SOFR for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document.

Notwithstanding anything to the contrary herein, (A) if the Administrative Agent determines that Daily SOFR is not available on or prior to the Term SOFR Replacement Date, or (B) if the events or circumstances of the type described in Section 3.03(b)(i) or Section 3.03(b)(ii) have occurred with respect to the SOFR Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement and the other Loan Documents solely for the purpose of replacing Term SOFR or any then current SOFR Successor Rate in accordance with this Section 3(b) at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark. and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such benchmark, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “SOFR Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.

---

or if the events or circumstances of the type described in Section 3.03(c) (i) or (ii) have occurred with respect to the Successor Rate then in effect, then, the Administrative Agent and the Borrowers may amend this Agreement solely for the purpose of replacing the Relevant Rate for an Agreed Currency or any then current Successor Rate for an Agreed Currency in accordance with this Section 3.03 with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Agreed Currency for such alternative benchmarks, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Agreed Currency for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a “Non-SOFR Successor Rate”, and collectively with the SOFR Successor Rate, each a “Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.

The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate.

Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero percent, the Successor Rate will be deemed to be zero percent for the purposes of this Agreement and the other Loan Documents.

In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment

---

implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

For purposes of this Section 3.03, those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in the relevant Alternative Currency shall be excluded from any determination of Required Lenders.

and the result of any of the foregoing shall be to increase the cost to the Administrative Agent, the L/C Issuer or any Lender of making, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by the Administrative Agent, any Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of the Administrative Agent, such Lender or the L/C Issuer, the Borrowers will pay to the Administrative Agent, such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate the Administrative Agent, such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

---

---

including any foreign exchange losses or loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each SOFR Loan, each Agreed Currency Rate Loan, each SARON Loan, each Australian BBSR Rate Loan, each GBP Daily Rate Loan or each Canadian BA Rate Loan, as applicable, made by it at the SOFR, Agreed Currency Rate, Australian BBSR Rate or the Canadian BATerm CORRA Rate, as applicable, for such Loan by a matching deposit or other borrowing in the London, Australian, Canadian or other offshore interbank market, as applicable, for the applicable currency for a comparable amount and for a comparable period, whether or not such SOFR Loan, Agreed Currency Rate Loan, SARON Loan, Australian BBSR Rate Loan, GBP Daily Rate Loan or Canadian BATerm CORRA Rate Loan was in fact so funded. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender, as specified in this Section 3.05, delivered to Holdings shall be conclusive absent manifest error.

---

Each Request for Credit Extension (other than a Conversion/Continuation Notice) submitted by any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

---

Each Borrower represents and warrants to the Administrative Agent and the Lenders on the Second Amendment Closing Date (other than, with respect to the making of representations and warranties on the Second Amendment Closing Date, with respect to those Subsidiaries of Holdings listed on Schedule 6.11) and on the date of each Credit Extension as contemplated by Section 4.03(a) or otherwise that:

---

---

---

---

---

---

 

From and after the Second Amendment Closing Date, so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements, Secured Hedge Agreements and Specified Supply Chain Agreements as to which arrangements satisfactory to the applicable Cash Management Bank, Hedge Bank or Supply Chain Finance Bank shall have been made) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit (other than Letters of Credit, the L/C Obligations for which have been Cash Collateralized or as to which other arrangements satisfactory to the L/C Issuer have been made) shall remain outstanding, each Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03, 6.14 and 6.16) cause each of its Subsidiaries to:

---

As to any information contained in materials furnished pursuant to Section 6.02(c), Holdings shall not be required separately to furnish such information under paragraph (a) or (b) above, but the foregoing shall not be in derogation of the obligation of Holdings to furnish the information and materials described in paragraph (a) or (b) above at the times specified therein.

---

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) or referred to in Section 6.03(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (1) on which the applicable Borrower posts such documents or provides a link thereto on the applicable Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (2) on which such documents are posted on the applicable Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) each Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrowers to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) each Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above and, in any event, shall have no responsibility to monitor compliance by the Borrowers with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

---

Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, each Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or its securities for purposes of United States federal and state securities laws (“MNPI”) (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information” (and the Administrative Agent agrees that only Borrower Material marked “PUBLIC” will be made available on such portion of the Platform) and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information”.

---

Each notice pursuant to this Section 6.03 (other than Section 6.03(e)) shall be accompanied by a statement of a Responsible Officer of the applicable Borrower setting forth details of the occurrence referred to therein and stating what action such Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

---

---

---

From and after the Second Amendment Closing Date, so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements, Secured Hedge Agreements or Specified Supply Chain Agreements as to which arrangements satisfactory to the applicable Cash Management Bank, Hedge Bank or Supply Chain Finance Bank shall have been made) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit (other than Letters of Credit, the L/C Obligations for which have been Cash Collateralized or as to which other arrangements satisfactory to the L/C Issuer have been made) shall remain outstanding, no Borrower shall, nor shall it permit any of its Subsidiaries to, directly or indirectly:

---

---

---

---

---

---

---

Notwithstanding anything to contrary herein, no Subsidiary shall be permitted to guarantee the SpinCo Notes or the 2029 Notes unless such Subsidiary also guarantees the Obligations.

---

---

---

---

---

---

---

---

---

---

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower or any Guarantor under any Debtor Relief Law of the United States or any other jurisdiction designated by the Administrative Agent in the Borrower Joinder Agreement pursuant to which a Subsidiary is added as a Borrower in accordance with Section 1.09, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

---

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until it shall have received written notice from a Lender, the L/C Issuer or any Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default”.

No Agent or any of its Related Parties shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any

---

Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article 4 or elsewhere herein, other than, in the case of the Administrative Agent, to confirm receipt of items expressly required to be delivered to the Administrative Agent.

 

---

Any resignation by an entity serving as the Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as the L/C Issuer and Swing Line Lender, if applicable. Upon the acceptance of a successor’s appointment as the Administrative Agent, as the case may be, hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, if applicable, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer shall issue Letters of Credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

---

and any custodian, receiver, assignee, trustee, liquidator, administrator, Controller, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel and any other amounts due the Administrative Agent under Sections 2.09 and 11.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

---

---

---

Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer (the “Credit Party”), whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Credit Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Credit Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Credit Party promptly upon determining that any payment made to such Credit Party comprised, in whole or in part, a Rescindable Amount.

---

---

---

---

---

and, provided, further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document, in each case, relating to any Letter of Credit issued or to be issued by it; (B) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; and (C) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document.

---

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

---

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment) (provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient) and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

---

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer and, in respect of the Collateral Documents, any other Secured Party; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) each of the L/C Issuer and the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender, upon notice to the Administrative Agent, from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13) or (d) any Secured Party from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law unless the Administrative Agent has already done so or has stated that it will do so; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c), and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

---

---

---

---

---

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 11.06, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.03 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 11.06.

---

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. Subject to subsection (e) of this Section 11.06, each Loan Party agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.03 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 11.06. To the extent permitted by law, each Participant shall also be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers (such agency being solely for tax purposes), maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) and Proposed Section 1.163-5(b) of the United States Treasury Regulations (or, in each case, any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

---

For purposes of this Section 11.07, “Information” means all information received from Holdings or any Subsidiary relating to Holdings or any Subsidiary or any of their respective businesses (including information regarding potential acquisitions or dispositions) other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a non-confidential basis prior to disclosure by Holdings or any Subsidiary; provided that in the case of information received from Holdings

---

or any Subsidiary after the Original Closing Date such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 11.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

The Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning Holdings or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States federal and state securities Laws.

---

---

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Each Lender and each L/C Issuer hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender or such L/C Issuer, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate or document any assignment of such Lender’s or the L/C Issuer’s interests hereunder in the circumstances contemplated by this Section 11.13.

---

---

---

---

---

 

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

 

 

---

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

 

[Remainder of page intentionally left blank]

 

 

 

 

---

 

 

Summary report: Litera Compare for Word 11.9.1.1 Document comparison done on 10/30/2024 2:14:03 PM
Style name: L&W with Moves
Intelligent Table Comparison: Active
Original DMS: iw://usdocs.lw.com/US-DOCS/154586305/1
Modified DMS: iw://usdocs.lw.com/US-DOCS/154586305/7
Changes:
Add	295
Delete	271
Move From	2
Move To	2
Table Insert	0
Table Delete	4
Table moves to	0
Table moves from	0
Embedded Graphics (Visio, ChemDraw, Images etc.)	0
Embedded Excel	0
Format changes	0
Total Changes:	574

 

---

ACCO BRANDS AUSTRALIA HOLDING PTY. LTD.
 

/s/Deborah O’Connor   Signature of director   Name: Deborah A. O’Connor

/s/ Pamela R. Schneider

 

Signature of director

 

Name: Pamela R. Schneider

ACCO BRANDS AUSTRALIA PTY. LTD.
 

/s/ Deborah O’Connor_   Signature of director   Name: Deborah A. O’Connor

/s/ Pamela R. Schneider_

 

Signature of director

 

Name: Pamela R. Schneider

 

 

 

---

BANK OF AMERICA, N.A.,

as Administrative Agent

 

 

By: /s/ Kyle Harding_

Name: Kyle D. Harding

Title: Vice President

 

BANK OF AMERICA, N.A.,

as Replacement Lender, Swing Line Lender and L/C Issuer

 

By: /s/ Jonathan M. Phillips_

Name: Kyle D. Harding

Title: Senior Vice President

---

ANNEX I

 

EURO TERM A LENDER CONSENT

TO SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 

[NAME OF EURO TERM A LENDER], as a Euro Term A Lender

 

By ______________________________
Name:

Title:

 

[[For EURO Term A Lenders requiring a second signature block]

 

By ______________________________
Name:

Title:]

 

PROCEDURE FOR EURO TERM A LENDERS:

 

The above-named Euro Term A Lender elects to:

 

OPTION A – CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING EURO TERM A LOANS: FORMCHECKBOX Consent and agree to (1) this Amendment and the Amended Credit Agreement, (2) sell the entire aggregate principal amount of its Existing Euro Term A Loans via an assignment (at 100% of par) on the Seventh Amendment Closing Date pursuant to a Master Assignment and (3) as of a date selected by the Administrative Agent (which date shall not be before the Seventh Amendment Closing Date), purchase via an assignment Euro Term A Loans (under and as defined in the Amended Credit Agreement) in an aggregate principal amount equal to (x) the entire aggregate principal amount of its Existing Euro Term A Loans so sold via assignment pursuant to clause (2) minus (y) the Decreased Amount (if any) applicable to such Euro Term A Lender. Such assignment shall be made at 100% of par.

OPTION B – CONSENT TO AMENDMENT ONLY: FORMCHECKBOX Consent to the Amendment and the Amended Credit Agreement, but does not consent to the continuation of any of its Existing Euro Term A Loans as Euro Term A Loans (as defined under the Amended Credit Agreement).

 

 

---

ANNEX II

 

REVOLVING CREDIT LENDER CONSENT

TO SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 

 

[NAME OF REVOLVING CREDIT LENDER], as a Revolving Credit Lender

 

By ______________________________
Name:

Title:

 

[[For Revolving Credit Lender requiring a second signature block]

 

By ______________________________
Name:

Title:]

 

PROCEDURE FOR REVOLVING CREDIT LENDERS:

 

The above-named Revolving Credit Lender elects to:

 

OPTION A – CONSENT TO AMENDMENT; CONTINUATION OF EXISTING REVOLVING CREDIT LOANS AND EXISTING REVOLVING CREDIT COMMITMENTS: FORMCHECKBOX Consent and agree to (1) this Amendment and the Amended Credit Agreement, (2) sell the entire aggregate principal amount of its Existing Revolving Credit Loans and Existing Revolving Credit Commitments via an assignment (at 100% of par) on the Seventh Amendment Closing Date pursuant to a Master Assignment and (3) as of a date selected by the Administrative Agent (which date shall not be before the Seventh Amendment Closing Date), purchase via an assignment Revolving Credit Loans and Revolving Credit Commitments, respectively (each under and as defined in the Amended Credit Agreement) in an aggregate principal amount equal to (x) the entire aggregate principal amount of its Existing Revolving Credit Loans and Existing Revolving Credit Commitments so sold via assignment pursuant to clause (2) minus (y) the Decreased Amount (if any) applicable to such Revolving Credit Lender. Such assignment shall be made at 100% of par.

OPTION B – CONSENT TO AMENDMENT: FORMCHECKBOX Consent to the Amendment and the Amended Credit Agreement, but does not consent to the continuing any of its Existing Revolving Credit Loans or Existing Revolving Credit Commitments as Revolving Credit Loans and Revolving Credit Commitments, respectively (each as defined under the Amended Credit Agreement).

---

ANNEX III

 

FORM OF MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT

FOR ACCO BRANDS CORPORATION

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 

This Master Assignment and Assumption Agreement (this “Master Assignment and Assumption”) is dated as of the Effective Date set forth below (the “Effective Date”) and is entered into by and between each Assignor identified in item 1 below (each, an “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). It is understood and agreed that the rights and obligations of each of the Assignors hereunder are several and not joint. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The standard terms and conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Master Assignment and Assumption as if set forth herein in full.

 

For an agreed consideration, each Assignor hereby irrevocably sells and assigns to the Assignee as described below, and the Assignee hereby irrevocably purchases and assumes from the applicable Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date, (i) all of the applicable Assignor’s rights and obligations in its capacity as an Euro Term A Lender and/or Revolving Credit Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the principal amount of Euro Term A Loans and/or Revolving Credit Commitments and Revolving Credit Loans identified opposite such Lender’s name on Schedule I hereto under the caption “Euro Term A Loans held immediately prior to the Effective Date” and/or “Revolving Credit Commitments/Revolving Credit Loans held immediately prior to the Effective Date”, as applicable, and (ii) to the extent permitted to be assigned under applicable Law, all claims, suits, causes of action and any other right of the applicable Assignor (in its capacity as an Euro Term A Lender and/or Revolving Credit Lender under the Credit Agreement) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to as an “Assigned Interest”). Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Master Assignment and Assumption, without representation or warranty by any Assignor.

 

By purchasing the Assigned Interest, the Assignee agrees that, for purposes of that certain Seventh Amendment to Third Amended and Restated Credit Agreement, dated as of October 30, 2024 (the “Amendment”), by and among Holdings, the Australian Borrower, certain subsidiaries of Holdings, the Required Lenders and Consenting Lenders referred to therein, the Administrative Agent, the L/C Issuers and the Swing Line Lender, to the Credit Agreement (as defined below), it shall be deemed to have consented and agreed to (1) the Amendment and the Amended Credit Agreement and (2) the amendment of the Credit Agreement (in the form of the Amended Credit Agreement attached to the Amendment).

 

1.	Assignor:	Each person identified on Schedule I hereto
2.	Assignee:	Bank of America, N.A.
3.	Borrowers:	ACCO Brands Corporation, ACCO Brands Australia Holding Pty. Ltd

---

4.	Administrative Agent:	Bank of America, N.A., as the Administrative Agent under the Credit Agreement
5.	Credit Agreement:	The Seventh Amendment to Third Amended and Restated Credit Agreement dated as of October 30, 2024 among ACCO BRANDS CORPORATION, ACCO Brands Australia Holding Pty. Ltd., certain Subsidiaries to Holdings party thereto, the Lenders parties thereto, BANK OF AMERICA, N.A., as Administrative Agent, and the other agents parties thereto which amends that certain Third Amended and Restated Credit Agreement, dated as of January 27, 2017 (as previously amended by the First Amendment, dated as of July 26, 2018, the Second Amendment, dated as of May 23, 2019, the Third Amendment, dated as of May 1, 2020, the Fourth Amendment, dated as of November 10, 2020, the Fifth Amendment, dated as of March 31, 2021, the LIBOR Transition Amendment dated as of December 8, 2021, the Sixth Amendment to Third Amended and Restated Credit Agreement, dated as of November 7, 2022 and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement” and the Credit Agreement as amended by the Amendment, the “Amended Credit Agreement”).
6.	Assigned Interest[s]: As indicated on Schedule I hereto.

 

Effective Date: [_]

 

[Remainder of page intentionally left blank]

---

BANK OF AMERICA, N.A.,

as Assignee

 

By:_________________________________

Title:

 

 

Consented to and Accepted:

BANK OF AMERICA, N.A., as

Administrative Agent, L/C Issuer and

Swing Line Lender

 

By:_________________________________

Title:

 

 

Consented to and Accepted:

ACCO BRANDS CORPORATION

 

By:_________________________________

Title:

---

ANNEX 1

 

STANDARD TERMS AND CONDITIONS FOR

MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT

 

1. Representations and Warranties.

 

1.1. Assignors. Each Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest transferred by it hereunder, (ii) such Assigned Interest transferred by it hereunder is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Master Assignment and Assumption (or, if it fails to so execute and deliver this Master Assignment and Assumption Agreement, it acknowledges that it will be deemed to have done so pursuant to Section 11.13 of the Credit Agreement) and to consummate the transactions by it contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Holdings or any of its respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Holdings or any of its respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

 

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Master Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Sections 11.06(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement (as such Credit Agreement may be further amended, amended and restated or supplemented from time to time) as a Lender thereunder and, to the extent of the applicable Assigned Interests acquired by it hereunder, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been afforded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Master Assignment and Assumption and to purchase such Assigned Interests acquired by it hereunder, independently and without reliance upon the Administrative Agent or any other Lender or the L/C Issuer and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Master Assignment and Assumption and to purchase the Assigned Interest and (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (b) agrees that (x) it will, independently and without reliance upon the Administrative Agent, any Assignor or any other Lender or the L/C Issuer, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (y) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

 

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest, fees and other amounts) to the applicable Assignors for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

 

---

3. General Provisions. This Master Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted under the Credit Agreement. This Master Assignment and Assumption may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Master Assignment and Assumption by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Master Assignment and Assumption. This Master Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York without regard to principles of conflicts of law that would result in the application of any law other than the law of the State of New York.

 

 

---

SCHEDULE I

Euro Term A Loans

ASSIGNOR	Euro Term A Loans held immediately prior to the Effective Date	Euro Term A Loans held immediately following the Effective Date
	€ [ _]	€-
	€ [ _]	€-

 

 

 

 

Revolving Credit Commitments/Revolving Credit Loans

 

ASSIGNOR	Revolving Credit Commitments/Revolving Credit Loans held immediately prior to the Effective Date	Revolving Credit Commitments/ Revolving Credit Loans held immediately following the Effective Date
	$ [ _]	$-
	$ [ _]	$-

 

---

 

[Additional pages shall be attached hereto at the discretion of the Administrative Agent, to the extent deemed necessary or advisable by Administrative Agent to reflect calculation of amounts and percentages of assignments]

 

 

---

SCHEDULE 1

 

SCHEDULE 2.01 OF THE AMENDED CREDIT AGREEMENT

 

COMMITMENTS AND APPLICABLE PERCENTAGES

 

Lender	Revolving Credit Commitment		Euro Term A Commitment
	Commitment (in U.S. Dollars)	Applicable Percentage	Commitment (in EUR)	Applicable Percentage
Bank of America, N.A.	$172,500,000.00	36.898395722	€53,329,623.45	43.396226420
Barclays Bank PLC	$70,000,000.00	14.973262032	-	-
PNC Bank, National Association	$60,000,000.00	12.834224599	€18,549,434.24	15.094339621
Capital One, National Association	$60,000,000.00	12.834224599	€18,549,434.24	15.094339621
Truist Bank	$37,500,000.00	8.0213903743	€11,593,396.40	9.433962263
HSBC Bank USA, National Association	$48,750,000.00	10.427807487	€15,071,415.32	12.264150942
The Northern Trust Company	$18,750,000.00	4.010695187	€5,796,698.20	4.716981132
TOTAL	$467,500,000.00	100.000000000%	€122,890,001.85	100.000000000%

 

 

 

 

---

SCHEDULE 2

Post-Seventh Amendment Closing Date Collateral Matters

 

 

---

Exhibit 99.1

 

News Release

 

 

ACCO BRANDS REPORTS THIRD QUARTER RESULTS

 

through a multi-year cost savings program

 

 

LAKE ZURICH, ILLINOIS, October 31, 2024 - ACCO Brands Corporation (NYSE: ACCO) today reported financial results for its third quarter and nine months ended September 30, 2024.

 

"We are pleased to report third quarter results that were in line with our expectations, with overall sales trends improving in the third quarter compared to the first half of the year. We continue to make progress on our cost reduction and infrastructure initiatives, which allowed us to deliver another quarter of improved gross margin and cash flow. Our robust cash flow enabled us to reduce debt and return capital to shareholders through dividends and share repurchases. We ended the quarter with a lower leverage ratio than the prior year and successfully refinanced our credit facilities. We now have no significant debt maturities until 2029," stated ACCO Brands' President and Chief Executive Officer, Tom Tedford.

 

"We're advancing our strategy as we continue to improve our innovation and new product development processes, expand into new points of distribution and extend our product offering into adjacent categories. In addition, given our improved balance sheet and strong cash flow, we are able to consider potential acquisitions. These initiatives, combined with our $60 million multi-year cost reduction program, are strengthening our competitive position" concluded Mr. Tedford.

 

---

Third Quarter Results

 

Net sales were $420.9 million, down 6.0 percent from $448.0 million in 2023. Adverse foreign exchange reduced sales by $4.4 million, or 1.0 percent. Comparable sales decreased 5.0 percent. Both reported and comparable sales declines reflect softer back-to-school purchases by our customers in Latin America and North America. Additionally, global demand was weaker for certain office-related products. The exit of lower margin business in North America accounted for approximately 2.0 percent of the decline. These declines were partially offset by growth in the technology accessories categories.

 

Operating income was $26.3 million versus operating income of $32.2 million in 2023. Restructuring expense was $6.7 million versus $3.0 million in the prior year. Adjusted operating income was $44.7 million, down from $46.0 million in 2023. Both reported and adjusted operating income declines reflect lower sales volume, which was partially offset by cost reduction initiatives and lower incentive compensation expense.

 

Net income was $9.3 million, or $0.09 per share, compared with prior-year net income of $14.9 million, or $0.15 per share, in 2023. Adjusted net income was $22.5 million compared with $23.1 million in 2023, and adjusted earnings per share were $0.23 per share compared to $0.24 per share in the prior year.

 

Business Segment Results

 

ACCO Brands Americas – Third quarter segment net sales of $259.1 million decreased 8.9 percent from $284.4 million in the prior year. Adverse foreign exchange, primarily in Brazil and Mexico, reduced sales by 2.3 percent. Comparable sales were $265.5 million, down 6.6 percent versus the prior year. Both reported and comparable sales decreases were attributable to moderating demand trends in Latin America and lower replenishment for back-to-school products in North America. The exit of lower margin business accounted for approximately 3.0 percent of the decline. These declines were partially offset by growth in the technology accessories categories.

 

Third quarter operating income was $25.9 million versus operating income of $33.8 million a year earlier. Restructuring expense was $3.4 million in 2024. Adjusted operating income was $36.7 million, down from $40.0 million in the prior year. Both reported and adjusted operating income declines reflect lower sales volume, partially offset by cost reduction initiatives and lower incentive compensation expense.

 

ACCO Brands International – Third quarter segment net sales of $161.8 million decreased 1.1 percent from $163.6 million in the prior year. Favorable foreign exchange increased sales by 1.2 percent. Comparable sales were $159.8 million, down 2.3 percent versus the prior year. Both reported

---

and comparable sales declines reflect reduced demand for certain office products, partially offset by growth in the technology accessories categories and the benefit of price increases.

 

Third quarter operating income was $9.5 million, an increase from $9.4 million in the prior year, with adjusted operating income of $17.1 million compared with $17.0 million in the prior year. The improvement reflects the benefit of cost reduction actions offsetting the impact of lower sales volume.

 

Nine Month Results

 

Net sales were $1,218.1 million down 9.4 percent from $1,344.2 million in 2023. Adverse foreign exchange reduced sales by $7.4 million, or 0.6 percent. Comparable sales decreased 8.8 percent. Both reported and comparable sales declines reflect softer global consumer and business demand for certain product categories, and our exit of lower margin business in North America, which accounted for approximately 3.0 percent of the decline.

 

Operating loss was $79.0 million versus operating income of $97.5 million in 2023, primarily due to non-cash impairment charges of $165.2 million related to goodwill and intangible assets within the Americas segment. Adjusted operating income was $125.5 million, down from $136.5 million in 2023. Both reported and adjusted operating income (loss) declines reflect lower sales volume, partially offset by improved product mix, cost reduction initiatives and lower incentive compensation expense.

 

Net loss was $122.2 million, or $(1.27) per share, compared with a net income of $37.6 million, or $0.39 per share, in 2023, primarily due to the non-cash impairment charges of $165.2 million related to goodwill and intangible assets and changes in discrete tax items. Adjusted net income was $61.7 million compared with $68.1 million in 2023, and adjusted earnings per share were $0.63 per share compared with $0.70 per share in 2023.

 

Capital Allocation

 

Year to date, the Company improved its operating cash flow to $95.5 million versus a cash flow of $70.7 million in the prior year, driven primarily by working capital management. The Company's consolidated leverage ratio as of September 30, 2024 was 3.5x down from 3.8x at the end of the prior-year third quarter.

 

In the third quarter, the Company repurchased 2.4 million shares for $12.5 million

 

On October 25, 2024, ACCO Brands announced that its board of directors declared a regular quarterly cash dividend of $0.075 per share. The dividend will be paid on December 11, 2024 to stockholders of record at the close of business on November 15, 2024. At the current stock price, on an annualized basis, our shareholders are receiving an approximate 6 percent yield on their investment.

---

 

Bank Refinancing

 

Effective October 30, 2024, the Company extended the maturity of its credit facilities to 2029.

 

Full Year 2024 Outlook

 

The Company is reaffirming its full year 2024 outlook. For the full year, the Company expects reported sales to be down in the range of 8.0% to 9.0%. Full year adjusted EPS is expected to be within a range of $1.04 to $1.09. The Company expects 2024 free cash flow of approximately $130 million with a consolidated leverage ratio decreasing to approximately 3.2x at year-end.

 

"As we approach year-end and look ahead to next year, our cost reduction actions should allow us the ability to maintain our solid margins, contain expenses and generate strong cash flow. I remain confident in our team's ability to continue to successfully execute on our $60 million multi-year cost reduction program. The progress we have made reducing debt will enable us to invest in the future," concluded Mr. Tedford.

 

Webcast

 

At 8:30 a.m. ET on November 1, 2024, ACCO Brands Corporation will host a conference call to discuss the Company's third quarter 2024 results. The call will be broadcast live via webcast. The webcast can be accessed through the Investor Relations section of www.accobrands.com. The webcast will be in listen-only mode and will be available for replay following the event.

 

About ACCO Brands Corporation

 

ACCO Brands, the Home of Great Brands Built by Great People, designs, manufactures and markets consumer and end-user products that help people work, learn, and play. Our widely recognized brands include AT-A-GLANCE®, Five Star®, Kensington®, Leitz®, Mead®, PowerA®, Swingline®, Tilibra® and many others. More information about ACCO Brands Corporation (NYSE: ACCO) can be found at www.accobrands.com.

 

Non-GAAP Financial Measures

In addition to financial results reported in accordance with generally accepted accounting principles (GAAP), we have provided certain non-GAAP financial information in this earnings release to aid investors in understanding the Company's performance. Each non-GAAP financial measure is defined and reconciled to its most directly comparable GAAP financial measure in the "About Non-GAAP Financial Measures" section of this earnings release.

 

---

Forward-Looking Statements

 

Statements contained herein, other than statements of historical fact, particularly those anticipating future financial performance, business prospects, growth, strategies, business operations and similar matters, results of operations, liquidity and financial condition, and those relating to cost reductions and anticipated pre-tax savings and restructuring costs are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management based on information available to us at the time such statements are made. These statements, which are generally identifiable by the use of the words "will," "believe," "expect," "intend," "anticipate," "estimate," "forecast," "project," "plan," and similar expressions, are subject to certain risks and uncertainties, are made as of the date hereof, and we undertake no duty or obligation to update them. Forward-looking statements are subject to the occurrence of events outside the Company's control and actual results and the timing of events may differ materially from those suggested or implied by such forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward-looking statements when deciding whether to buy, sell or hold the Company’s securities.

 

Our outlook is based on certain assumptions which we believe to be reasonable under the circumstances. These include, without limitation, assumptions regarding the impact of inflation and global geopolitical and economic uncertainties and fluctuations in foreign currency exchange rates; and the other factors described below.

 

Among the factors that could cause our actual results to differ materially from our forward-looking statements are: a limited number of large customers account for a significant percentage of our sales; sales of our products are affected by general economic and business conditions globally and in the countries in which we operate; risks associated with foreign currency exchange rate fluctuations; challenges related to the highly competitive business environment in which we operate; our ability to develop and market innovative products that meet consumer demands and to expand into new and adjacent product categories that are experiencing higher growth rates; the long-term impacts of the COVID-19 pandemic; our ability to successfully expand our business in emerging markets and the exposure to greater financial, operational, regulatory, compliance and other risks in such markets; the continued decline in the use of certain of our products; risks associated with seasonality, the sufficiency of investment returns on pension assets, risks related to actuarial assumptions, changes in government regulations and changes in the unfunded liabilities of a multi-employer pension plan; any impairment of our intangible assets; our ability to secure, protect and maintain our intellectual property rights, and our ability to license rights from major gaming console makers and video game publishers to support our gaming accessories business; our ability to successfully execute our multi-year restructuring and cost savings program and realize the anticipated benefits; continued disruptions in the global supply chain; risks associated with inflation and other changes in the cost or availability

---

of raw materials, transportation, labor, and other necessary supplies and services and the cost of finished goods; risks associated with outsourcing production of certain of our products, information technology systems and other administrative functions; the failure, inadequacy or interruption of our information technology systems or its supporting infrastructure; risks associated with a cybersecurity incident or information security breach, including that related to a disclosure of personally identifiable information; our ability to grow profitably through acquisitions, and successfully integrate them; risks associated with our indebtedness, including limitations imposed by restrictive covenants, our debt service obligations, and our ability to comply with financial ratios and tests; a change in or discontinuance of our stock repurchase program or the payment of dividends; product liability claims, recalls or regulatory actions; the impact of litigation or other legal proceedings; the impact of additional tax liabilities stemming from our global operations and changes in tax laws, regulations and tax rates; our failure to comply with applicable laws, rules and regulations and self-regulatory requirements, the costs of compliance and the impact of changes in such laws; our ability to attract and retain qualified personnel; the volatility of our stock price; risks associated with circumstances outside our control, including those caused by telecommunication failures, labor strikes, power and/or water shortages, public health crises, such as the occurrence of contagious diseases, severe weather events, war, terrorism and other geopolitical incidents; and other risks and uncertainties described in "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023, and in other reports we file with the Securities and Exchange Commission.

 

For further information:

 

Christopher McGinnis	Kori Reed
Investor Relations	Media Relations
(847) 796-4320	(224) 501-0406

 

---

ACCO Brands Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

		September 30, 2024				December 31, 2023
(in millions)		(unaudited)
Assets
Current assets:
Cash and cash equivalents		$	102.0			$	66.4
Accounts receivable, net			325.7				430.7
Inventories			324.8				327.5
Other current assets			41.5				30.8
Total current assets			794.0				855.4
Total property, plant and equipment			577.6				599.6
Less: accumulated depreciation			(423.9	)			(429.5	)
Property, plant and equipment, net			153.7				170.1
Right of use asset, leases			86.3				91.0
Deferred income taxes			102.7				104.7
Goodwill			459.0				590.0
Identifiable intangibles, net			740.9				815.7
Other non-current assets			20.9				17.9
Total assets		$	2,357.5			$	2,644.8
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable		$	7.9			$	0.2
Current portion of long-term debt			51.3				36.5
Accounts payable			182.4				183.7
Accrued compensation			42.4				53.3
Accrued customer program liabilities			77.4				104.0
Lease liabilities			22.3				20.5
Other current liabilities			114.0				143.8
Total current liabilities			497.7				542.0
Long-term debt, net			849.8				882.2
Long-term lease liabilities			71.3				76.8
Deferred income taxes			118.1				125.6
Pension and post-retirement benefit obligations			143.9				157.6
Other non-current liabilities			61.2				73.6
Total liabilities			1,742.0				1,857.8
Stockholders' equity:
Common stock			1.0				1.0
Treasury stock			(47.0	)			(45.1	)
Paid-in capital			1,911.1				1,913.4
Accumulated other comprehensive loss			(548.9	)			(526.3	)
Accumulated deficit			(700.7	)			(556.0	)
Total stockholders' equity			615.5				787.0
Total liabilities and stockholders' equity		$	2,357.5			$	2,644.8

 

---

ACCO Brands Corporation and Subsidiaries

Consolidated Statements of Income (Loss) (Unaudited)

 

		Three Months Ended September 30,										Nine Months Ended September 30,
(in millions, except per share data)			2024				2023			% Change			2024				2023			% Change
Net sales		$	420.9			$	448.0			(6.0)%		$	1,218.1			$	1,344.2			(9.4)%
Cost of products sold			284.0				303.2			(6.3)%			818.2				915.9			(10.7)%
Gross profit			136.9				144.8			(5.5)%			399.9				428.3			(6.6)%
Operating costs and expenses:
Selling, general and administrative expenses			92.2				98.8			(6.7)%			274.4				291.8			(6.0)%
Amortization of intangibles			11.7				10.8			8.3 %			33.2				32.7			1.5 %
Restructuring			6.7				3.0			123.3 %			6.1				6.3			(3.2)%
Impairment of goodwill and intangible assets			—				—			NM			165.2				—			NM
Total operating costs and expenses			110.6				112.6			(1.8)%			478.9				330.8			44.8 %
Operating income (loss)			26.3				32.2			(18.3)%			(79.0	)			97.5			NM
Non-operating expense (income):
Interest expense			13.7				15.6			(12.2)%			40.8				45.0			(9.3)%
Interest income			(2.0	)			(1.6	)		25.0 %			(6.1	)			(6.2	)		(1.6)%
Non-operating pension expense			0.4				0.2			100.0 %			5.6				0.5			NM
Other expense (income), net			0.4				(3.6	)		NM			(0.4	)			(2.1	)		(81.0)%
Income (loss) before income tax			13.8				21.6			(36.1)%			(118.9	)			60.3			NM
Income tax expense			4.5				6.7			(32.8)%			3.3				22.7			(85.5)%
Net income (loss)		$	9.3			$	14.9			(37.6)%		$	(122.2	)		$	37.6			NM
Per share:
Basic income (loss) per share		$	0.10			$	0.16			(37.5)%		$	(1.27	)		$	0.40			NM
Diluted income (loss) per share		$	0.09			$	0.15			(40.0)%		$	(1.27	)		$	0.39			NM
Weighted average number of shares outstanding:
Basic			96.0				95.4						96.2				95.2
Diluted			97.5				96.7						96.2				96.8
Cash dividends declared per common share		$	0.075			$	0.075					$	0.225			$	0.225
Statistics (as a % of Net sales, except Income tax rate)
		Three Months Ended September 30,										Nine Months Ended September 30,
			2024				2023						2024				2023
Gross profit (Net sales, less Cost of products sold)			32.5	%			32.3	%					32.8	%			31.9	%
Selling, general and administrative expenses			21.9	%			22.1	%					22.5	%			21.7	%
Operating income (loss)			6.2	%			7.2	%					(6.5	)%			7.3	%
Income (loss) before income tax			3.3	%			4.8	%					(9.8	)%			4.5	%
Net income (loss)			2.2	%			3.3	%					(10.0	)%			2.8	%
Income tax rate			32.6	%			31.0	%					(2.8	)%			37.6	%

 

---

ACCO Brands Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

		Nine Months Ended September 30,
(in millions)		2024				2023
Operating activities
Net (loss) income		$	(122.2	)		$	37.6
Loss (gain) on disposal of assets			0.2				(0.3	)
Depreciation			21.2				25.2
Amortization of debt issuance costs			2.2				2.3
Amortization of intangibles			33.2				32.7
Stock-based compensation			9.2				10.4
Non-cash charge for impairment of goodwill and intangible assets			165.2				—
Changes in operating assets and liabilities:
Accounts receivable			88.5				30.9
Inventories			(3.1	)			35.5
Other assets			(7.6	)			(5.4	)
Accounts payable			1.3				(72.8	)
Accrued expenses and other liabilities			(63.5	)			(17.8	)
Accrued income taxes			(29.1	)			(7.6	)
Net cash provided by operating activities			95.5				70.7
Investing activities
Additions to property, plant and equipment			(8.6	)			(9.7	)
Proceeds from the disposition of assets			0.1				2.2
Net cash used by investing activities			(8.5	)			(7.5	)
Financing activities
Proceeds from long-term borrowings			96.1				121.9
Repayments of long-term debt			(117.2	)			(145.4	)
Borrowings (repayments) of notes payable, net			7.5				(7.3	)
Dividends paid			(21.5	)			(21.4	)
Repurchases of common stock			(12.5	)			—
Payments related to tax withholding for stock-based compensation			(1.9	)			(1.7	)
Net cash used by financing activities			(49.5	)			(53.9	)
Effect of foreign exchange rate changes on cash and cash equivalents			(1.9	)			2.2
Net increase in cash and cash equivalents			35.6				11.5
Cash and cash equivalents
Beginning of the period		$	66.4			$	62.2
End of the period		$	102.0			$	73.7

 

---

About Non-GAAP Financial Measures

We explain below how we calculate each of our non-GAAP financial measures. This is followed by a reconciliation of our current period and historical non-GAAP financial measures to the most directly comparable GAAP financial measures.

 

We use our non-GAAP financial measures both to explain our results to stockholders and the investment community and in the internal evaluation and management of our business. We believe our non-GAAP financial measures provide management and investors with a more complete understanding of our underlying operational results and trends, facilitate meaningful period-to-period comparisons and enhance an overall understanding of our past and future financial performance.

 

Our non-GAAP financial measures exclude certain items that may have a material impact upon our reported financial results such as restructuring charges, the impact of foreign currency exchange rate fluctuations, unusual tax items, goodwill and indefinite lived trade name impairments and charges, and other non-recurring items that we consider to be outside of our core operations. On an interim basis, we also calculate adjusted income tax expense using our estimated annual income tax rate. These measures should not be considered in isolation or as a substitute for, or superior to, the directly comparable GAAP financial measures and should be read in connection with the Company’s financial statements presented in accordance with GAAP.

 

Our non-GAAP financial measures include the following:

 

Comparable Sales: Represents net sales excluding the impact of material acquisitions, if any, with current-period foreign operation sales translated at prior-year currency rates. We believe comparable sales are useful to investors and management because they reflect underlying sales and sales trends without the effect of material acquisitions and fluctuations in foreign exchange rates and facilitate meaningful period-to-period comparisons. We sometimes refer to comparable sales as comparable net sales.

 

Adjusted Operating Income (Loss)/Adjusted Income (Loss) Before Taxes/Adjusted Net Income (Loss)/Adjusted Net Income (Loss) Per Diluted Share: Represents operating income (loss), income (loss) before taxes, net income (loss), and net income (loss) per diluted share excluding restructuring and goodwill and indefinite lived trade name impairment charges, the amortization of intangibles, non-recurring items, other income/expense, adjustments to reflect the estimated annual tax rate and discrete income tax adjustments, including income tax related to the foregoing. We believe these adjusted non-GAAP financial measures are useful to investors and management because they reflect our underlying operating performance before items that we consider to be outside our core operations and facilitate meaningful period-to-period comparisons. Senior management’s incentive compensation is derived, in part, using adjusted operating income and adjusted net income per diluted share, which is derived from adjusted net income. We sometimes refer to adjusted net income per diluted share as adjusted earnings per share or adjusted EPS.

 

Adjusted Income Tax Expense (Benefit): Represents income tax expense (benefit) calculated using the estimated annual income tax rate and excludes the tax effect of the items that have been excluded from adjusted income (loss) before taxes, unusual income tax items such as the impact of tax audits and changes in laws, and other discrete tax items. We believe our adjusted income tax expense (benefit) is useful to investors because it reflects our income tax calculated using the estimated annual tax rate before discrete items that we consider to be outside our core operations and facilitates meaningful period-to-period comparisons.

 

Adjusted EBITDA: Represents net income excluding the effects of depreciation, stock-based compensation expense, amortization of intangibles, interest expense, net, other (income) expense, net, and income tax expense, restructuring and goodwill and indefinite lived trade name impairment charges, and other non-recurring items. We believe adjusted EBITDA is useful to investors because it reflects our underlying cash profitability and adjusts for certain non-cash charges and other items that we consider to be outside our core operations and facilitates meaningful period-to-period comparisons. In addition, this calculation of adjusted EBITDA is used in our loan agreement to calculate our leverage ratio covenant.

 

Free Cash Flow: Free cash flow represents cash flow from operating activities less cash used for additions to property, plant and equipment. We believe free cash flow is useful to investors because it measures our available cash flow for paying dividends, reducing debt, repurchasing shares and funding acquisitions.

 

Consolidated Leverage Ratio: Represents balance sheet debt plus unamortized debt origination costs and less any cash and cash equivalents divided by adjusted EBITDA.

 

We also provide forward-looking non-GAAP comparable sales, adjusted earnings per share, free cash flow, adjusted EBITDA and historical and forward-looking consolidated leverage ratio. We do not provide a reconciliation of these forward-looking and historical non-GAAP measures to GAAP because the GAAP financial measure is not currently available and management cannot reliably predict all the necessary components of such non-GAAP measures without unreasonable effort or expense due to the inherent difficulty of forecasting and quantifying certain amounts that are necessary for such a reconciliation, including adjustments that could be made for restructuring, integration and acquisition-related expenses, the variability of our tax rate and the impact of foreign currency fluctuation and material acquisitions, and other charges reflected in our historical results. The probable significance of each of these items is high and, based on historical experience, could be material.

---

ACCO Brands Corporation and Subsidiaries

Reconciliation of GAAP to Adjusted Non-GAAP Information (Unaudited)

(In millions, except per share data)

 

The following tables set forth a reconciliation of certain Consolidated Statements of Income (Loss) information reported in accordance with GAAP to Adjusted Non-GAAP Information for the three months ended September 30, 2024 and 2023.

 

		Three Months Ended September 30, 2024
		Operating Income		% of Sales		Income before Tax		% of Sales		Income Tax Expense		Tax Rate		Net Income		% of Sales
Reported GAAP		$26.3		6.2 %		$13.8		3.3 %		$4.5		32.6 %		$9.3		2.2 %
Reported GAAP diluted loss per share (EPS)														$0.09
Restructuring		6.7				6.7				1.8				4.9
Amortization of intangibles		11.7				11.7				3.2				8.5
Discrete tax items and adjustments to annual tax rate	(A)	—				—				0.2				(0.2)
Adjusted Non-GAAP		$44.7		10.6 %		$32.2		7.7 %		$9.7		30.0 %		$22.5		5.3 %
Adjusted net income per diluted share (Adjusted EPS)														$0.23

 

		Three Months Ended September 30, 2023
		Operating Income		% of Sales		Income before Tax		% of Sales		Income Tax Expense		Tax Rate		Net Income		% of Sales
Reported GAAP		$32.2		7.2 %		$21.6		4.8 %		$6.7		31.0 %		$14.9		3.3 %
Reported GAAP diluted income per share (EPS)														$0.15
Restructuring		3.0				3.0				0.7				2.3
Amortization of intangibles		10.8				10.8				2.8				8.0
Gain on sale of property		—				(1.5)				(0.5)				(1.0)
Operating tax gains	(C)	—				(1.3)				(0.4)				(0.9)
Discrete tax items and adjustments to annual tax rate	(A)	—				—				0.2				(0.2)
Adjusted Non-GAAP		$46.0		10.3 %		$32.6		7.3 %		$9.5		29.1 %		$23.1		5.2 %
Adjusted net income per diluted share (Adjusted EPS)														$0.24

 

---

ACCO Brands Corporation and Subsidiaries

Reconciliation of GAAP to Adjusted Non-GAAP Information (Unaudited)

(In millions, except per share data)

 

The following tables set forth a reconciliation of certain Consolidated Statements of Income (Loss) information reported in accordance with GAAP to Adjusted Non-GAAP Information for the nine months ended September 30, 2024 and 2023.

 

		Nine Months Ended September 30, 2024
		Operating (Loss) Income		% of Sales		(Loss) Income before Tax		% of Sales		Income Tax Expense		Tax Rate		Net (Loss) Income		% of Sales
Reported GAAP		$(79.0)		(6.5)%		$(118.9)		(9.8)%		$3.3		(2.8)%		$(122.2)		(10.0)%
Reported GAAP diluted loss per share (EPS)														$(1.27)
Restructuring		6.1				6.1				1.6				4.5
Goodwill impairment charge		127.5				127.5				—				127.5
Intangible assets impairment charge		37.7				37.7				9.6				28.1
Amortization of intangibles		33.2				33.2				9.0				24.2
Pension settlement	(B)	—				4.4				1.1				3.3
Net operating tax gains and losses	(C)	—				(1.8)				(0.6)				(1.2)
Discrete tax items and adjustments to annual tax rate	(A)	—				—				2.5				(2.5)
Adjusted Non-GAAP		$125.5		10.3 %		$88.2		7.2 %		$26.5		30.0 %		$61.7		5.1 %
Adjusted net income per diluted share (Adjusted EPS)														$0.63

 

		Nine Months Ended September 30, 2023
		Operating Income		% of Sales		Income (Loss) before Tax		% of Sales		Income Tax Expense		Tax Rate		Net (Loss) Income		% of Sales
Reported GAAP		$97.5		7.3 %		$60.3		4.5 %		$22.7		37.6 %		$37.6		2.8 %
Reported GAAP diluted loss per share (EPS)														$0.39
Restructuring		6.3				6.3				1.6				4.7
Amortization of intangibles		32.7				32.7				8.6				24.1
Other asset write-off	(D)	—				1.1				0.3				0.8
Gain on sale of property		—				(1.5)				(0.5)				(1.0)
Operating tax gains	(C)	—				(1.3)				(0.4)				(0.9)
Discrete tax items and adjustments to annual tax rate	(A)	—				—				(2.8)				2.8
Adjusted Non-GAAP		$136.5		10.2 %		$97.6		7.3 %		$29.5		30.2 %		$68.1		5.1 %
Adjusted net income per diluted share (Adjusted EPS)														$0.70

 

 

---

Notes to Reconciliations of GAAP to Adjusted Non-GAAP Information and Net Loss to Adjusted EBITDA (Unaudited)

 

---

ACCO Brands Corporation and Subsidiaries

Reconciliation of Net (Loss) Income to Adjusted EBITDA (Unaudited)

(In millions)

 

The following table sets forth a reconciliation of net loss reported in accordance with GAAP to Adjusted EBITDA.

 

		Three months ended September 30,					Nine months ended September 30,
		2024		2023		% Change	2024		2023		% Change
Net income (loss)		$9.3		$14.9		(37.6)%	$(122.2)		$37.6		NM
Stock-based compensation		1.6		1.5		6.7 %	9.2		10.4		(11.5)%
Depreciation		7.1		7.9		(10.1)%	21.2		25.2		(15.9)%
Amortization of intangibles		11.7		10.8		8.3 %	33.2		32.7		1.5 %
Restructuring		6.7		3.0		123.3 %	6.1		6.3		(3.2)%
Impairment of goodwill and intangible assets		—		—		NM	165.2		—		NM
Pension Settlement		—		—		NM	4.4		—		NM
Interest expense, net		11.7		14.0		(16.4)%	34.7		38.8		(10.6)%
Other expense (income), net		0.4		(3.6)		NM	(0.4)		(2.1)		(81.0)%
Income tax expense		4.5		6.7		(32.8)%	3.3		22.7		(85.5)%
Adjusted EBITDA (non-GAAP)		$53.0		$55.2		(4.0)%	$154.7		$171.6		(9.8)%
Adjusted EBITDA as a % of Net Sales		12.6 %		12.3 %			12.7 %		12.8 %

 

 

 

 

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (Unaudited)

(In millions)

 

The following table sets forth a reconciliation of net cash provided by operating activities reported in accordance with GAAP to Free Cash Flow.

 

		Three months ended September 30, 2024		Three months ended September 30, 2023		Nine months ended September 30, 2024		Nine months ended September 30, 2023
Net cash provided by operating activities		$92.9		$110.0		$95.5		$70.7
Net (used) provided by:
Additions to property, plant and equipment		(3.7)		(3.6)		(8.6)		(9.7)
Free Cash Flow (non-GAAP)		$89.2		$106.4		$86.9		$61.0

 

---

ACCO Brands Corporation and Subsidiaries

Supplemental Business Segment Information and Reconciliation (Unaudited)

(In millions)

 

	2024										2023										Changes
									Adjusted										Adjusted
			Reported				Adjusted		Operating				Reported				Adjusted		Operating						Adjusted		Adjusted
			Operating				Operating		Income				Operating				Operating		Income						Operating		Operating		Adjusted
	Reported		Income		Adjusted		Income		(Loss)		Reported		Income		Adjusted		Income		(Loss)		Net Sales		Net Sales		Income		Income		Margin
	Net Sales		(Loss)		Items		(Loss)		Margin		Net Sales		(Loss)		Items		(Loss)		Margin		$		%		(Loss) $		(Loss) %		Points
Q1:
ACCO Brands Americas	$197.2		$6.1		$6.2		$12.3		6.2%		$230.0		$12.3		$6.4		$18.7		8.1%		$(32.8)		(14.3)%		$(6.4)		(34.2)%		(190)
ACCO Brands International	161.7		12.8		4.1		16.9		10.5%		172.6		9.7		7.8		17.5		10.1%		(10.9)		(6.3)%		(0.6)		(3.4)%		40
Corporate	—		(13.0)		—		(13.0)				—		(11.9)		—		(11.9)				—				(1.1)
Total	$358.9		$5.9		$10.3		$16.2		4.5%		$402.6		$10.1		$14.2		$24.3		6.0%		$(43.7)		(10.9)%		$(8.1)		(33.3)%		(150)
Q2:
ACCO Brands Americas	$292.3		$(108.7)		$171.9		$63.2		21.6%		$336.4		$60.4		$6.4		$66.8		19.9%		$(44.1)		(13.1)%		$(3.6)		(5.4)%		170
ACCO Brands International	146.0		7.8		3.9		11.7		8.0%		157.2		7.1		4.6		11.7		7.4%		(11.2)		(7.1)%		—				60
Corporate	0.0		(10.3)		—		(10.3)				—		(12.3)		—		(12.3)				—				2.0
Total	$438.3		$(111.2)		$175.8		$64.6		14.7%		$493.6		$55.2		$11.0		$66.2		13.4%		$(55.3)		(11.2)%		$(1.6)		(2.4)%		130
Q3:
ACCO Brands Americas	$259.1		$25.9		$10.8		$36.7		14.2%		$284.4		$33.8		$6.2		$40.0		14.1%		$(25.3)		(8.9)%		$(3.3)		(8.2)%		10
ACCO Brands International	161.8		9.5		7.6		17.1		10.6%		163.6		9.4		7.6		17.0		10.4%		(1.8)		(1.1)%		0.1		0.6%		20
Corporate	—		(9.1)		—		(9.1)				—		(11.0)		—		(11.0)				—				1.9
Total	$420.9		$26.3		$18.4		$44.7		10.6%		$448.0		$32.2		$13.8		$46.0		10.3%		$(27.1)		(6.0)%		$(1.3)		(2.8)%		30
YTD:
ACCO Brands Americas	$748.6		$(76.7)		$188.9		$112.2		15.0%		$850.8		$106.5		$19.0		$125.5		14.8%		$(102.2)		(12.0)%		$(13.3)		(10.6)%		20
ACCO Brands International	469.5		30.1		15.6		45.7		9.7%		493.4		26.2		20.0		46.2		9.4%		(23.9)		(4.8)%		(0.5)		(1.1)%		30
Corporate	0.0		(32.4)		—		(32.4)				—		(35.2)		—		(35.2)				—				2.8
Total	$1,218.1		$(79.0)		$204.5		$125.5		10.3%		$1,344.2		$97.5		$39.0		$136.5		10.2%		$(126.1)		(9.4)%		$(11.0)		(8.1)%		10

 

See "Notes to Reconciliations of GAAP to Adjusted Non-GAAP Information and Net Loss to Adjusted EBITDA (Unaudited)" for further information regarding adjusted items.

---

ACCO Brands Corporation and Subsidiaries

Supplemental Net Sales Change Analysis (Unaudited)

 

		% Change - Net Sales						$ Change - Net Sales (in millions)
		GAAP	Non-GAAP					GAAP	Non-GAAP
		Net Sales Change		Currency Translation		Comparable Sales Change (A)		Net Sales Change		Currency Translation		Comparable Sales Change (A)	Comparable Sales
Q1 2024:
ACCO Brands Americas		(14.3)%		1.0 %		(15.3)%		$(32.8)		$2.4		$(35.2)	$194.8
ACCO Brands International		(6.3)%		(0.4)%		(5.9)%		(10.9)		(0.7)		(10.2)	162.4
Total		(10.9)%		0.4 %		(11.3)%		$(43.7)		$1.7		$(45.4)	$357.2
Q2 2024:
ACCO Brands Americas		(13.1)%		(0.4)%		(12.7)%		$(44.1)		$(1.5)		$(42.6)	$293.8
ACCO Brands International		(7.1)%		(2.0)%		(5.1)%		(11.2)		(3.2)		(8.0)	149.2
Total		(11.2)%		(1.0)%		(10.2)%		$(55.3)		$(4.7)		$(50.6)	$443.0
Q3 2024:
ACCO Brands Americas		(8.9)%		(2.3)%		(6.6)%		$(25.3)		$(6.4)		$(18.9)	$265.5
ACCO Brands International		(1.1)%		1.2 %		(2.3)%		(1.8)		2.0		(3.8)	159.8
Total		(6.0)%		(1.0)%		(5.0)%		$(27.1)		$(4.4)		$(22.7)	$425.3
2024 YTD:
ACCO Brands Americas		(12.0)%		(0.6)%		(11.4)%		$(102.2)		$(5.5)		$(96.7)	$754.1
ACCO Brands International		(4.8)%		(0.4)%		(4.4)%		(23.9)		(1.9)		(22.0)	471.4
Total		(9.4)%		(0.6)%		(8.8)%		$(126.1)		$(7.4)		$(118.7)	$1,225.5

(A) Comparable sales represents net sales excluding material acquisitions, if any, and with current-period foreign operation sales translated at the prior-year currency rates.

---

v3.24.3

Document And Entity Information	Oct. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 30, 2024
Entity Registrant Name	ACCO Brands Corporation
Entity Central Index Key	0000712034
Entity Emerging Growth Company	false
Entity File Number	001-08454
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-2704017
Entity Address, Address Line One	Four Corporate Drive
Entity Address, City or Town	Lake Zurich
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60047
City Area Code	(847)
Local Phone Number	541-9500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ACCO
Security Exchange Name	NYSE

---