ACCO · ACCO BRANDS Corp · Debt

Verified covenant terms

• Section 4.04(a) · The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: Applies to every series under this agreement Section 4.04 Limitation on Restricted Payments.
  Full wording and supporting evidence

  Source evidence: (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

  Target identity evidence: **INDENTURE** dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “***Issuer***”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “***Trustee***”).

• Section 4.03(a) · The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock Applies to every series under this agreement Metric: Fixed Charge Coverage Ratio Stated threshold: 2 to 1.00 Section 4.03 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.
  Full wording and supporting evidence

  Source evidence: (a) (i) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Issuer shall not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; *provided*, *however*, that the Issuer, and any Restricted Subsidiary that is a Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and the Issuer and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of the Issuer for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a *pro forma* basis (including a *pro forma* application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

  Target identity evidence: **INDENTURE** dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “***Issuer***”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “***Trustee***”).

• Section 11.07(a) · consolidate with or merge with or into A Subsidiary Guarantor may not (1) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, other than, in either such case, the Issuer or another Subsidiary Guarantor, unless: Applies to every series under this agreement Section 11.07 Merger and Consolidation of Guarantors.
  Full wording and supporting evidence

  Source evidence: (a) A Subsidiary Guarantor may not (1) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, other than, in either such case, the Issuer or another Subsidiary Guarantor, unless:

  Target identity evidence: **INDENTURE** dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “***Issuer***”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “***Trustee***”).

• (iv) · shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply each Subsidiary Guarantor, unless such Guarantor is the Person with which the Issuer has entered into a transaction under this Section 5.01, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of such surviving Person Applies to every series under this agreement Exceptions: unless such Guarantor is the Person with which the Issuer has entered into a transaction under this Section 5.01 Section 5.01 Merger, Consolidation or Sale of Assets.
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  Source evidence: (iv) each Subsidiary Guarantor, unless such Guarantor is the Person with which the Issuer has entered into a transaction under this Section 5.01, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of such surviving Person in accordance with the Notes and this Indenture.

  Target identity evidence: **INDENTURE** dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “***Issuer***”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “***Trustee***”).

• (i) · either: (a) the Issuer is the surviving corporation either: (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving such consolidation or merger Applies to every series under this agreement Section 5.01 Merger, Consolidation or Sale of Assets.
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  Source evidence: (i) either: (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (i) is a corporation, limited liability company or partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia (*provided* that if such Person is a limited liability company or partnership, (A) a corporate Wholly Owned Restricted Subsidiary of such Person organized or existing under the laws of the United States, any state thereof or the District of Columbia, or (B) a corporation of which such Person is a Wholly Owned Restricted Subsidiary organized or existing under the laws of the United States, any state thereof or the District of Columbia, in each case is a co-issuer of the Notes or becomes a co-issuer of the Notes in connection therewith) and (ii) assumes all the obligations of the Issuer under the Notes and this Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee;

  Target identity evidence: **INDENTURE** dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “***Issuer***”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “***Trustee***”).

• (ii) · immediately after giving effect to such transaction no Default or Event of Default exists immediately after giving effect to such transaction no Default or Event of Default exists; Applies to every series under this agreement Section 5.01 Merger, Consolidation or Sale of Assets.
  Full wording and supporting evidence

  Source evidence: (ii) immediately after giving effect to such transaction no Default or Event of Default exists;

  Target identity evidence: **INDENTURE** dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “***Issuer***”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “***Trustee***”).

• (iii) · be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test immediately after giving effect to such transaction on a pro forma basis, (a) the Issuer or the Person formed by or surviving any such consolidation or merger Applies to every series under this agreement Metric: Fixed Charge Coverage Ratio Stated threshold: 1 $ Section 5.01 Merger, Consolidation or Sale of Assets.
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  Source evidence: (iii) immediately after giving effect to such transaction on a pro forma basis, (a) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a) or (b) the Fixed Charge Coverage Ratio for the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made, as applicable, would be equal to or greater than the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; and

  Target identity evidence: **INDENTURE** dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “***Issuer***”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “***Trustee***”).

• Section 5.01(a) · Merger, Consolidation or Sale of Assets The Issuer will not, directly or indirectly: (1) consolidate or merge with or into another Person Applies to every series under this agreement Section 5.01 Merger, Consolidation or Sale of Assets.
  Full wording and supporting evidence

  Source evidence: Section 5.01 Merger, Consolidation or Sale of Assets. (a) The Issuer will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, unless:

  Target identity evidence: **INDENTURE** dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “***Issuer***”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “***Trustee***”).

• Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales · Upon the occurrence of a Change of Control, each Holder shall have the right Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof Applies to every series under this agreement Exceptions: subject to certain conditions specified in the Indenture Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales
  Full wording and supporting evidence

  Source evidence: Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture.

  Target identity evidence: **INDENTURE** dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “***Issuer***”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “***Trustee***”).

• Section 4.02 · the Issuer shall file with the SEC the Issuer shall file with the SEC Applies to every series under this agreement Section 4.02 Reports.
  Full wording and supporting evidence

  Source evidence: Section 4.02 Reports. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to the Trustee and each Holder, within 15 days after it files them with the SEC),

  Target identity evidence: **INDENTURE** dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “***Issuer***”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “***Trustee***”).

• (e) · Events of Default Default under any mortgage, indenture or instrument under which there may be issued Applies to every series under this agreement Section 6.01 Events of Default. Each of the following is an event of default (an “***Event of Default***”):
  Full wording and supporting evidence

  Source evidence: (e) Default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Significant Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture (other than Indebtedness owing to the Issuer or a Significant Subsidiary of the Issuer), if that Default:

  Target identity evidence: **INDENTURE** dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “***Issuer***”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “***Trustee***”).

• Section 6.02 · Acceleration If an Event of Default (other than an Event of Default specified in Section 6.01(f) or Section 6.01(g)) occurs and is continuing, Applies to every series under this agreement Section 6.02 Acceleration.
  Full wording and supporting evidence

  Source evidence: Section 6.02 Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or Section 6.01(g)) occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then-outstanding Notes by notice to the Issuer (and also the Trustee if given by the Holders) may declare the principal of, premium, if any, and accrued but unpaid interest, if any, on all the Notes to be immediately due and payable (a “***Declaration***”).

  Target identity evidence: **INDENTURE** dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “***Issuer***”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “***Trustee***”).

• Defaults and Remedies · all outstanding Notes will become due and payable immediately without further action or notice In the case of an Event of Default arising from events of bankruptcy or insolvency specified in Section 6.01(f) or Section 6.01(g) of the Indenture with respect to the Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Applies to every series under this agreement Defaults and Remedies
  Full wording and supporting evidence

  Source evidence: In the case of an Event of Default arising from events of bankruptcy or insolvency specified in Section 6.01(f) or Section 6.01(g) of the Indenture with respect to the Issuer, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee notifies the Issuer or the Holders of at least 30% in principal amount of the then-outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Issuer specifying the Event of Default

  Target identity evidence: **INDENTURE** dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “***Issuer***”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “***Trustee***”).

• (d) · Events of Default the Issuer or any of its Restricted Subsidiaries fails to comply with any other agreements in this Indenture Applies to every series under this agreement Exceptions: such Default is not cured within 60 days of such notice (120 days in the case of a failure to comply with the provisions described under Section 4.02) Section 6.01 Events of Default. Each of the following is an event of default (an “***Event of Default***”):
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  Source evidence: (d) the Issuer or any of its Restricted Subsidiaries fails to comply with any other agreements in this Indenture; *provided* a default under this clause (4) will not constitute an Event of Default until the Trustee notifies the Issuer or the holders of at least 30% in principal amount of the then-outstanding Notes notify the Issuer and the Trustee of the Default and such Default is not cured within 60 days of such notice (120 days in the case of a failure to comply with the provisions described under Section 4.02).

  Target identity evidence: **INDENTURE** dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “***Issuer***”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “***Trustee***”).

• (c) · Events of Default the Issuer or any of its Restricted Subsidiaries fails to comply with its obligations under Article Five Applies to every series under this agreement Section 6.01 Events of Default. Each of the following is an event of default (an “***Event of Default***”):
  Full wording and supporting evidence

  Source evidence: (c) the Issuer or any of its Restricted Subsidiaries fails to comply with its obligations under Article Five,

  Target identity evidence: **INDENTURE** dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “***Issuer***”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “***Trustee***”).

• Section 4.05 · create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: Applies to every series under this agreement Section 4.05 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.
  Full wording and supporting evidence

  Source evidence: The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

  Target identity evidence: **INDENTURE** dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “***Issuer***”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “***Trustee***”).