Business Context and Reporting Period
Cohen & Steers, Inc. filed a Form 8-K Current Report on January 20, 2023, regarding the entry into a material definitive agreement. The company is incorporated in Delaware and its common stock trades on the New York Stock Exchange under the symbol CNS.
Key Financial Metrics and Debt
This filing does not report revenue, profit, cash flow, or operating margins. The primary financial metric disclosed is the establishment of a new debt facility:
- Facility Type: Senior unsecured revolving credit facility.
- Amount: $100 million.
- Maturity Date: January 20, 2026.
- Administrative Agent: Bank of America, N.A.
- Interest Rate: Variable, based on Term SOFR or Base Rate plus an applicable margin determined by a performance pricing grid.
- Fees: Commitment fee payable quarterly based on unused amounts.
Material Changes
The material change reported is the execution of the new Credit Agreement on January 20, 2023. This agreement replaces or supplements prior financing arrangements to provide liquidity for working capital and general corporate purposes. The filing does not provide comparative financial data against prior periods.
Guidance, Risks, and Covenants
The Credit Agreement includes specific financial covenants regarding leverage and interest coverage. It also contains customary affirmative and negative covenants, including limitations on:
- Priority indebtedness.
- Asset dispositions.
- Fundamental corporate changes.
Events of default are defined in the agreement, which could result in the acceleration of amounts due, subject to applicable grace or cure periods. The filing does not contain forward-looking guidance on revenue or earnings.
Investor Verification Checklist
- Verify the specific leverage and interest coverage ratios required by the new Credit Agreement.
- Confirm the current utilization rate of the $100 million facility.
- Review the full text of the Credit Agreement (Exhibit 10.1) for detailed definitions of "Term SOFR," "Base Rate," and the performance pricing grid.
- Assess the impact of the new debt covenants on the company's ability to execute future asset dispositions or corporate changes.