UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to section 13 or 15(d)
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Item 1.01. Entry into a Material Definitive Agreement.
On January 20, 2023, Cohen & Steers, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) providing for a $100 million senior unsecured revolving credit facility maturing on January 20, 2026, with Bank of America, N.A., as administrative agent, sole lead arranger and sole bookrunner, State Street Bank and Trust Company, as syndication agent, and the other lending institutions from time to time party thereto.
Borrowings under the Credit Agreement may be used for working capital and other general corporate purposes.
Amounts outstanding under the Credit Agreement bear interest at a variable annual rate equal to, at the Company’s option, either, (i) in respect of Term SOFR Loans (as defined in the Credit Agreement), a rate equal to Term SOFR (as defined in the Credit Agreement) in effect for such period plus an applicable rate as determined according to a performance pricing grid and, (ii) in respect of Base Rate Loans (as defined in the Credit Agreement), a rate equal to a Base Rate (as defined in the Credit Agreement) plus an applicable rate as determined according to a performance pricing grid. The Company is also required to pay a commitment fee determined according to a performance pricing grid and based on the actual daily unused amount of the Credit Agreement payable quarterly. Subject to timely prior written notice and payment of breakage fees, if any, the Company may at any time and from time to time (i) terminate all or any portion of the commitments under the Credit Agreement and/or (ii) prepay all or any portion of any outstanding borrowings.
The Credit Agreement contains financial covenants with respect to leverage and interest coverage, as well as customary affirmative and negative covenants, including limitations on priority indebtedness, asset dispositions and fundamental corporate changes, and certain customary events of default which, subject to any applicable grace and/or cure periods, could result in an acceleration of amounts due under the Credit Agreement. Many of these covenants and restrictions are subject, however, to customary qualifications, thresholds and exceptions.
The foregoing description of the Credit Agreement is a summary and is subject to and qualified in its entirety by the full text of the Credit Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference as though fully set forth herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Credit Agreement, dated as of January 20, 2023, among Cohen & Steers, Inc., Bank of America, N.A., as administrative agent, sole lead arranger and sole bookrunner, State Street Bank and Trust Company, as syndication agent, and the other lending institutions from time to time party thereto | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cohen & Steers, Inc. (Registrant) | ||||||||
| Date: January 23, 2023 |
By: | /s/ Francis C. Poli | ||||||
| Name: | Francis C. Poli | |||||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||||