ACCO BRANDS Corp (Form: 8-K, Received: 05/04/2020 16:27:13)

Exhibit 10.1

Execution Version

THIRD AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of May 1, 2020 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”), Swing Line Lender and L/C Issuer, Lenders constituting at least the Required Lenders (the “Required Lenders”, and each, a “Required Lender”) and the Guarantors listed on the signature pages hereto, and is made with reference to that certain Third Amended and Restated Credit Agreement (as amended by the First Amendment to Third Amended and Restated Credit Agreement, dated as of July 26, 2018 and the Second Amendment to Third Amended and Restated Credit Agreement, dated as of May 23, 2019, and as further amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”, and as amended by the Amendment, the “Amended Credit Agreement”), dated as of January 27, 2017, by and among Holdings, certain Subsidiaries of Holdings from time to time party thereto, the lenders from time to time party thereto 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, the Loan Parties party hereto desire to, and, subject to the terms and conditions contained herein, the Loan Parties, the Required Lenders the Administrative Agent, the Swing Line Lender and the L/C Issuer have agreed to, amend the Credit Agreement to make certain changes to the definition of “Applicable Rate” and to the covenants contained in Article 7, and to include a 1.00% floor on certain interest rates with respect to Loans denominated in Dollars;

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 as set forth herein;

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

SECTION I. AMENDMENTS TO LOAN DOCUMENTS.

(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definition in appropriate alphabetical order:

“Anti-Cash Hoarding Prepayment Amount” has the meaning specified in Section 2.05.

“Anti-Cash Hoarding Prepayment Trigger Date” has the meaning specified in Section 2.05.

“Third Amendment Effective Date” means May 1, 2020.

(b) Section 1.01 of the Credit Agreement is hereby amended by amending and restating the following definitions as follows:

“ “Applicable Rate” means in respect of any of the Term A Facilities and the Revolving Credit Facility, (i) from the Third Amendment Effective Date to the date following the Third

Amendment Effective Date on which a Compliance Certificate is delivered pursuant to Section 6.02(a) in respect of the first fiscal quarter ended after the Third Amendment Effective Date, which Compliance Certificate shall give pro forma effect to the incurrence of Indebtedness under the Facilities, 2.00% per annum for Eurodollar Rate Loans, Australian BBSR Rate Loans, Canadian BA Rate Loans, Daily LIBOR Loans, Australian Base Rate Loans and Letter of Credit Fees (for financial Letters of Credit), 1.00% per annum for Base Rate Loans, 0.45% per annum for Letter of Credit Fees (for commercial Letters of Credit) and 1.000% per annum for Letter of Credit Fees (for performance Letters of Credit) and (ii) thereafter, the applicable percentage set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):



Pricing Level	Consolidated Leverage Ratio	Eurodollar Rate / Australian BBSR Rate /Canadian BA Rate / Daily LIBOR / Australian Base Rate / Letter of Credit Fees (financial)		Base Rate		Letter of Credit Fees (commercial)		Letter of Credit Fees (performance)
1	> 4.25 to 1.00	2.75	%	1.75	%	0.60	%	1.375	%
2	≤ 4.25 to 1.00 and > 4.00 to 1.00	2.50	%	1.50	%	0.55	%	1.250	%
3	≤ 4.00 to 1.00 and > 3.50 to 1.00	2.25	%	1.25	%	0.50	%	1.125	%
4	≤ 3.50 to 1.00 and > 3.25 to 1.00	2.00	%	1.00	%	0.45	%	1.000	%
5	≤ 3.25 to 1.00 and > 3.00 to 1.00	1.75	%	0.75	%	0.40	%	0.875	%
6	≤ 3.00 to 1.00 and > 2.00 to 1.00	1.50	%	0.50	%	0.30	%	0.750	%
7	≤ 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).

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).”

“ “Commitment Fee Rate” means, from the Third Amendment Effective Date to the date following the Third Amendment Effective Date on which a Compliance Certificate is delivered pursuant to Section 6.02(a) in respect of the first fiscal quarter ended after the Third Amendment Effective Date, 0.375%, and, thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):



Pricing Level	Consolidated Leverage Ratio	Commitment Fee Rate
1	> 4.25 to 1.00	0.500%
2	≤ 4.25 to 1.00 and > 4.00 to 1.00	0.500%
3	≤ 4.00 to 1.00 and > 3.50 to 1.00	0.375%
4	≤ 3.50 to 1.00 and > 3.25 to 1.00	0.375%
5	≤ 3.25 to 1.00 and > 3.00 to 1.00	0.300%
6	≤ 3.00 to 1.00 and > 2.00 to 1.00	0.250%
7	≤ 2.00 to 1.00	0.250%

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).

Notwithstanding anything to the contrary contained in this definition, the determination of the Commitment Fee Rate for any period shall be subject to the provisions of Section 2.10(b).”

(c) Section 1.01 of the Credit Agreement is hereby amended by amending and restating clause (y) of the proviso to the definition of “Daily LIBOR” in its entirety to read as follows:

“and (y) if the Daily LIBOR shall be less than 1.00% per annum, such rate shall be deemed 1.00% per annum for purposes of this Agreement.”

(d) Section 1.01 of the Credit Agreement is hereby amended by amending and restating clause (y) of the definition of “Eurodollar Rate” in its entirety to read as follows:

“and (y) if (I) with respect to any Loan denominated in Dollars, the Eurodollar Rate shall be less than 1.00% per annum, such rate shall be deemed 1.00% per annum for purposes of this Agreement and (II) with respect to any Loan denominated in an Alternative Currency, the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.”

(e) Section 1.01 of the Credit Agreement is hereby amended by amending and restating clause (iv) of the definition of “Permitted Acquisition” in its entirety to read as follows:

“(iv) at the time of and immediately after giving effect to any such proposed acquisition Holdings shall be in compliance with (1) prior to July 1, 2021, a Consolidated Leverage Ratio of Holdings not to exceed 3.50:1.00 on a pro forma basis and (2) from and after July 1, 2021, the financial covenant set forth in Section 7.11(a) on a pro forma basis; provided that, for purposes of determining pro forma compliance with Section 7.11(a), each applicable Maximum Consolidated Leverage Ratio set forth in Section 7.11(a) shall be deemed for purposes of this clause (d) to be 0.25:1.00 less than the ratio actually set forth for such period in Section 7.11(a) (including after giving effect to any adjustment pursuant to the proviso contained in Section 7.11(a) to the extent applicable);”

(f) Section 1.01 of the Credit Agreement is hereby amended by amending and restating the proviso in clause (3) of the definition of “Qualified Receivables Transaction” in its entirety to read as follows:

“provided, however, that (i) prior to July 1, 2021, the aggregate outstanding principal amount of Indebtedness incurred by all Receivables Subsidiaries pursuant to all Qualified Receivables Transactions (1) shall not at any time exceed $30,000,000 and (2) shall be subject to the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such incurrence of Indebtedness after giving pro forma effect to such incurrence of Indebtedness as if it had occurred on such last day or such date (as applicable) being less than or equal to 3.50:1.00 and (ii) from and after July 1, 2021, the aggregate outstanding principal amount of Indebtedness incurred by all Receivables Subsidiaries pursuant to all Qualified Receivables Transactions shall not at any time exceed the greater of (x) $135,000,000 and (y) 5.00% of Consolidated Total Assets of Holdings.”

(g) Section 2.05(b) of the Credit Agreement is hereby amended by amending and restating clause (ii) in its entirety to read as follows:

“(ii) In the event that at the end of any Business Day, Revolving Credit Loans or Swing Line Loans are outstanding and the aggregate amount of cash and Cash Equivalents of the Loan Parties are in excess of $100,000,000 (such date, the “Anti-Cash Hoarding Prepayment Trigger Date”, and the amount of cash and Cash Equivalents exceeding $100,000,000 on such date, the “Anti-Cash Hoarding Prepayment Amount”), no later than two (2) Business Days after the Anti-Cash Hoarding Prepayment Trigger Date, the Revolving Credit Borrowers shall, notwithstanding Section 2.05(b)(vii), prepay first, Swing Line Loans and second, Revolving Credit Loans, in an aggregate principal amount equal to the lesser of (i) the Anti-Cash Hoarding Prepayment Amount and (ii) the amount of Revolving Credit Loans and Swing Line Loans outstanding on such date.”

(h) Section 3.03(b) of the Credit Agreement is hereby amended by amending and restating the last sentence in its entirety to read as follows:

“Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than 1.00% per annum for any Loan denominated in Dollars and be less than zero percent per annum for any Loan denominated in an Alternative Currency for the purpose of this Agreement.”

(i) Section 4.03 of the Credit Agreement is hereby amended by adding a new clause (d) as follows:

“(d) After giving effect to any Borrowing of Revolving Credit Loans made on or after the Third Amendment Effective Date, the aggregate amount of cash and Cash Equivalents of the Loan Parties shall not be in excess of $100,000,000.”

(j) Section 7.01 of the Credit Agreement is hereby amended by amending and restating clause (k) in its entirety to read as follows:

“(k) other Liens securing obligations the aggregate amount of which does not exceed (I) prior to July 1, 2021, $30,000,000 and (II) from and after July 1, 2021, the greater of (x) $60,000,000 and (y) 2.00% of Consolidated Total Assets of Holdings;”

(k) Section 7.06 of the Credit Agreement is hereby amended by amending and restating clause (d) in its entirety to read as follows:

“(d) so long as no Default shall have occurred and be continuing at the time of any action described in this paragraph (d) or would result therefrom, each Borrower may, without limiting the other provisions of this Section 7.06, (i) declare and make cash dividends to its stockholders and (ii) purchase, redeem or otherwise acquire for cash Equity Interests issued by it in an aggregate amount with respect to clauses (i) and (ii) not to exceed the sum of (1) the greater of $30,000,000 and 1.00% of Consolidated Total Assets of Holdings plus (2) an additional amount, not to exceed $75,000,000 in the aggregate during any Fiscal Year so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such dividend, purchase, redemption or acquisition after giving pro forma effect to such Restricted Payment as if it had occurred on such last day or such date (as applicable) would be greater than 3.25:1.00 and less than or equal to 3.75:1.00, plus (3) an additional amount so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such dividend, purchase, redemption or acquisition after giving pro forma effect to such Restricted Payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.25:1.00 plus (4) any Net Equity Proceeds; provided that, in the case of each of clauses (i) and (ii) above, both before and after giving pro forma effect to any such dividend, purchase, redemption or acquisition as if such dividend had been paid or purchase, redemption or acquisition had occurred on the last day of the preceding fiscal quarter, Holdings is in compliance with the financial covenants set forth in Section 7.1; provided further that no Restricted Payments of the type described in clause (ii) above shall be permitted solely with respect to clause (1) above prior to July 1, 2021 (for purposes of clarity, amounts will continue to be permitted under clauses (2), (3) and (4) above prior to and after July 1, 2021);”

(l) Section 7.11 of the Credit Agreement is hereby amended by amending and restating clause (a) in its entirety to read as follows:

“(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of Holdings (i) prior to the fiscal quarter ending September 30, 2021 to be greater than 4.75:1.00 and (ii) for the fiscal quarter ending September 30, 2021 and each fiscal quarter thereafter, to be greater than 3.75:1.00 (the “Maximum Consolidated Leverage Ratio”); provided that, commencing with the fiscal quarter ending September 30, 2021, following the consummation of a

Material Acquisition and as of the end of the fiscal quarter in which such Material Acquisition occurred and as of the end of the three fiscal quarters thereafter, the level above shall be increased by 0.50:1.00, it being understood and agreed that the Acquisition is a Material Acquisition and therefore such increase shall be in effect as of the end of each of the first four fiscal quarters following the Third Restatement Date; provided that no more than one such increase shall be in effect at any time.”

(m) Section 9.07 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“9.07 Non-Reliance on the Administrative Agent, the Arrangers and the Other Lenders. Each Lender and the L/C Issuer hereby expressly acknowledges that none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or an Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any Lender or the L/C Issuer as to any matter, including whether the Administrative Agent or an Arranger has disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers hereunder. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations, as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.”

SECTION II. CONDITIONS TO EFFECTIVENESS

This Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Amendment Effective Date”):

(a) This Amendment shall have been duly executed by Holdings, the Borrowers, each other Loan Party, the Administrative Agent, the Required Lenders, the Swing Line Lender, the L/C Issuer and, in each case, duly executed counterparts thereof shall have been delivered to the Administrative Agent.

(b) The Administrative Agent shall have received the following, each of which shall be originals, facsimiles or “pdf” or similar electronic format (in each such case, followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

(i) a certificate of a Responsible Officer of each Loan Party certifying as to the Organization Documents thereof together with copies of the Organization Documents of such Loan Party annexed thereto;

(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, the Amended Credit Agreement and the other Loan Documents to which such Loan Party is a party;

(iii) a certificate attesting to the Solvency of Holdings and its Subsidiaries (taken as a whole) on the Amendment Effective Date from the chief financial officer of Holdings; and

(iv) a certificate attesting to compliance with clauses (e), (f), (g) and (h) of this Section II on the Amendment Effective Date from a Responsible Officer of Holdings.

(c) The Administrative Agent shall have received from Holdings payment in immediately available funds of (x) all accrued costs, fees and expenses (including reasonable fees, expenses and other charges of counsel) owing to the Administrative Agent pursuant to pursuant to Section 11.04 of the Credit Agreement and Section 11.04 of the Amended Credit Agreement, as applicable, in connection with this Amendment, (y) for the account of each Lender that submits to the Administrative Agent its written consent to the Amendment prior to 3:00 p.m.(New York City time) on April 30 2020, an amendment fee equal to 0.075% of the U.S. Dollar Equivalent of the stated principal amount of such Existing Lender’s loans and commitments under the Facilities consented in favor of the Amendment and (z) all other compensation required to be paid on or prior to the Amendment Effective Date to the Administrative Agent and its Affiliates pursuant to that certain Fee Letter, dated as of April 27, 2020, by and among Holdings and BofA Securities, Inc, in each case, payable in U.S. Dollars to such Person under this Amendment and the Amended Credit Agreement.

(d) (i) The Administrative Agent and the Lenders shall have received at least one (1) day prior to the Amendment Effective Date all documentation and other information reasonably requested in writing by them at least two (2) days prior to the Amendment Effective Date in order to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

(ii) At least two (2) Business Days prior to the Amendment Effective Date, any Borrower that qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 shall deliver, to each Lender that so requests, a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230 (the “Beneficial Ownership Certification”) in relation to such Borrower.

(e) The representations and warranties contained in Article 5 of the Amended Credit Agreement shall be true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; provided that any such representations and warranties that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.

(f) There shall not exist any action, suit, investigation, litigation, proceeding, hearing or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of the Administrative Agent, singly or in the aggregate, materially impairs this Amendment or any of the other transactions contemplated by the Loan Documents, or that could reasonably be expected to have a Material Adverse Effect.

(g) There has been no change, occurrence or development since December 31, 2019 that could reasonably be expected to have a Material Adverse Effect.

(h) No Default or Event of Default exists or shall exist or be continuing prior to or immediately after giving effect to this Amendment.

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

SECTION III. REPRESENTATIONS AND WARRANTIES

In order to induce the Administrative Agent, and each of the Required Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, each Loan Party represents and warrants on and as of the Amendment Effective Date to each of the Administrative Agent, the L/C Issuers, the Swing Line Lender and each of the Required Lenders as follows:

3.1

Existence, Qualification and Power. Each Loan Party (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization and (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute and deliver this Amendment and perform its obligations under, this Amendment, the Amended Credit Agreement and the other Loan Documents, as applicable.

3.2

Authorization; No Contravention. The execution and delivery of this Amendment and performance by each Loan Party of this Amendment and the Amended Credit Agreement has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be

made under (i) any Material Contract to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.

3.3

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required, except as have been obtained or made and are in full force and effect, in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment, the Amended Credit Agreement or any other Loan Document to which such Loan Party is a party.

3.4

Binding Effect. This Amendment has been duly executed and delivered by each of the Loan Parties party thereto. Each of this Amendment and the Amended Credit Agreement constitute a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

3.5

Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties contained in Article 5 of the Amended Credit Agreement are and will be true and correct in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; provided that any such representations and warranties that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.


3.6	Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Default.


3.7	Beneficial Ownership. As of the Amendment Effective Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

SECTION IV. ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION

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 effectiveness 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.

SECTION V. MISCELLANEOUS


5.1	Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i) On and after the Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement.

(ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed.

(iii) The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Amended Credit Agreement or any of the other Loan Documents.


5.2	Headings. Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Amendment or any other Loan Document.


5.3	Loan Document. This Amendment shall constitute a “Loan Document” under the terms of the Amended Credit Agreement.

5.4

Applicable Law; Miscellaneous. THIS AMENDMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE IN ANY WAY HERETO OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF OR THE TRANSACTIONS CONTEMPLATED HEREBY 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. The provisions of Section 11.14 and Section 11.15 of the Amended Credit Agreement are incorporated by reference herein and made a part hereof.

5.5

Counterparts. This Amendment 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 contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


5.6	Further Assurances. Each of the Loan Parties shall execute and deliver such additional documents and take such additional actions as may be reasonably requested by the Administrative Agent to effectuate the purposes of this Amendment.


5.7	No Novation. Each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation but, rather, an amendment of the terms of a pre-existing Indebtedness and related agreement, as evidenced by this Amendment.

[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/ Neal V. Fenwick

Name: Neal V. Fenwick
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/ Neal V. Fenwick Signature of director Name: Neal V. Fenwick, a Responsible Officer for the above-referenced Company	/s/ Pamela R. Schneider Signature of director Name: Pamela R. Schneider, a Responsible Officer for the above-referenced Company

[Signature Page to Third Amendment to Third Amended and Restated Credit Agreement]

GUARANTORS: ACCO BRANDS CORPORATION

By: /s/ Neal V. Fenwick
Name: Neal V. Fenwick
Title: Executive Vice President and Chief Financial Officer

ACCO BRANDS USA LLC

By: /s/ Neal V. Fenwick
Name: Neal V. Fenwick
Title: Executive Vice President and Chief Financial Officer

GENERAL BINDING LLC

By: /s/ Neal V. Fenwick
Name: Neal V. Fenwick
Title: Vice President

ACCO BRANDS INTERNATIONAL, INC.

By: /s/ Neal V. Fenwick
Name: Neal V. Fenwick
Title: Vice President

ACCO EUROPE FINANCE HOLDINGS, LLC

By: /s/ Neal V. Fenwick
Name: Neal V. Fenwick
Title: Vice President

[Signature Page to Third Amendment to Third Amended and Restated Credit Agreement]

ACCO EUROPE INTERNATIONAL HOLDINGS, LLC

By: /s/ Neal V. Fenwick
Name: Neal V. Fenwick
Title: Vice President

GBC INTERNATIONAL, INC.

By: /s/ Neal V. Fenwick
Name: Neal V. Fenwick
Title: Vice President and Treasurer

And ACCO INTERNATIONAL HOLDINGS, INC.

By: /s/ Neal V. Fenwick
Name: Neal V. Fenwick
Title: Vice President

NESCHEN GBC GRAPHIC FILMS, LLC

By: /s/ Neal V. Fenwick
Name: Neal V. Fenwick
Title: Supervisory Director

ESSELTE U.S. FV, LLC

By: /s/ Neal V. Fenwick
Name: Neal V. Fenwick
Title: Vice President and Treasurer

ESSELTE EUROPEAN HOLDINGS LLC

By: /s/ Neal V. Fenwick
Name: Neal V. Fenwick
Title: Vice President and Treasurer

[Signature Page to Third Amendment to Third Amended and Restated Credit Agreement]

ESSELTE LLC

By: /s/ Neal V. Fenwick
Name: Neal V. Fenwick
Title: Vice President and Treasurer

ESSELTE HOLDINGS LLC

By: /s/ Neal V. Fenwick
Name: Neal V. Fenwick
Title: Vice President and Treasurer

[Signature Page to Third Amendment to Third Amended and Restated Credit Agreement]

ACCO BRANDS AUSTRALIA HOLDING PTY. LTD.

/s/ Neal V. Fenwick

Signature of director

Name: Neal V. Fenwick, a Responsible

Officer for the above-referenced Company

/s/ Pamela R. Schneider

Signature of director

Name: Pamela R. Schneider, a Responsible

Officer for the above-referenced Company

ACCO BRANDS AUSTRALIA PTY. LTD.

/s/ Neal V. Fenwick

Signature of director

Name: Neal V. Fenwick, a Responsible

Officer for the above-referenced Company

/s/ Pamela R. Schneider

Signature of director

Name: Pamela R. Schneider, a Responsible

Officer for the above-referenced Company

Exhibit A

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender,

L/C Issuer and a Lender

By: /s/ Jonathan M. Phillips

Name: Jonathan M. Phillips

Senior Vice President

[Signature Page to Third Amendment to Third Amended and Restated Credit Agreement]

Executed signature pages from Required Lenders on file with Administrative Agent.

[Signature Page to Third Amendment to Third Amended and Restated Credit Agreement]

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

ACCO BRANDS POSTS FIRST QUARTER EPS OF $0.08 VERSUS $(0.01); ADJUSTED EPS OF $0.07 VERSUS $0.08;

NORTH AMERICA SALES UP 5 PERCENT

LAKE ZURICH, ILLINOIS, May 4, 2020 - ACCO Brands Corporation (NYSE: ACCO), today announced its first quarter earnings for the period ended March 31, 2020.


•	1Q EPS of $0.08 versus $(0.01) in prior year


•	Adjusted 1Q EPS of $0.07 versus $0.08 in 2019


•	1Q net sales $384.1 million, down 3 percent


•	North America sales grew 5 percent


•	Declared dividend of $0.065 per share


•	Amended bank covenant to provide increased financial flexibility


•	Initiated broad incremental cost reduction actions

"Thanks to the hard work and sacrifices of the global ACCO Brands team, we delivered quarterly results that met our expectations despite the COVID-19-related disruptions. Moving forward, we are facing an uncertain environment with limited visibility due to government and business actions being taken in response to the pandemic. As a result, we have initiated many incremental cost reduction initiatives that will benefit our second quarter and beyond. While the near-term is challenging, we are well-positioned for the long term," said Boris Elisman, Chairman, President and Chief Executive Officer of ACCO Brands.

"Looking at the second quarter, our back-to-school orders have remained solid while our commercial orders are very soft. Based on what we have seen thus far, we expect our second quarter sales and profits to be down significantly compared with last year. However, our balance sheet remains strong, we have good liquidity, and no debt maturities until May 2024. We also amended our bank debt maintenance covenant to give us additional financial flexibility to deal with the impact of COVID-19. We expect to continue to generate strong cash flow for the full year," Elisman added.

First Quarter Results

Net sales decreased 2.5 percent to $384.1 million from $393.9 million in 2019 due to adverse foreign exchange of $10.6 million, or 2.7 percent. The Foroni acquisition added $14.4 million. Comparable sales decreased 3.5 percent driven by weakness in the EMEA and International segments,

particularly in March from COVID-19-related business closures. These declines were partially offset by growth in North America.

Operating income was $17.4 million, a decrease of $0.5 million, from $17.9 million in 2019, primarily due to lower sales from the impact of COVID-19 business closures. The Foroni acquisition was immaterial. Foreign exchange reduced operating income $1.2 million and lower restructuring charges were a $2.4 million benefit. Adjusted operating income was $18.0 million, a decrease of $3.1 million from $21.1 million in 2019 due to the lower sales and adverse foreign exchange.

Net income was $8.0 million, or $0.08 per share, compared with a net loss in 2019 of $(0.6) million, or $(0.01) per share, because of an unusually high tax rate and $3.2 million of charges in 2019. Adjusted net income was $7.0 million, down from $8.8 million in 2019 largely due to lower adjusted operating income. Adjusted earnings per share were $0.07 compared with $0.08 in 2019.

Business Segment Results

ACCO Brands North America - Sales of $167.8 million increased 4.6 percent from $160.4 million in 2019. Comparable sales increased 4.7 percent. The sales growth was largely from higher pricing and included growth in the Kensington^®, Swingline^®, Quartet^®, and Five Star^® brands. Gross margin decreased due to lower fixed cost absorption and unfavorable product and customer mix. Operating income of $7.6 million increased from $6.8 million in 2019 due to lower restructuring charges. Adjusted operating income of $7.6 million decreased 7.3 percent from $8.2 million in 2019 as a result of the lower gross margin, partially offset by lower incentive accruals.

ACCO Brands EMEA - Sales of $127.5 million decreased 13.0 percent from $146.5 million in 2019. Comparable sales decreased 10.1 percent. Both decreases were primarily the result of COVID-19-related customer closures in March. Adverse foreign exchange reduced sales 2.9 percent. Operating income of $12.0 million decreased from $15.9 million in 2019 and adjusted operating income of $11.9 million decreased from $16.1 million. Both declines were due to lower sales, an unfavorable product mix, and lower fixed cost absorption, partially offset by lower incentive accruals.

ACCO Brands International - Sales of $88.8 million increased 2.1 percent from $87.0 million in 2019 as the Foroni acquisition added $14.4 million, or 16.6 percent, and was partially offset by adverse foreign exchange, which reduced sales $6.1 million, or 7.0 percent. Comparable sales decreased 7.5 percent primarily due to COVID-19-related business closures and supply chain disruptions from China. Operating income increased to $5.9 million from $5.6 million in 2019 primarily from lower incentive accruals. The Foroni acquisition was immaterial. Adjusted operating income of $6.4 million decreased from $6.8 million due to adverse foreign exchange.

Incremental Cost Reduction Actions in Response to COVID-19

In March, the company initiated new cost reduction actions beyond its normal productivity initiatives. The savings from these and other actions are expected to reduce expenses approximately $20 million in the second quarter. These actions include reducing discretionary spending such as travel, freezing hiring, delaying non-essential capital spending, as well as numerous actions to reduce payroll and benefit costs. Among others, the payroll-related actions include: temporary salary reductions for most of the staff, ranging from 50 percent for the CEO, to 30 percent for executives, to 10 percent to 30 percent for most other global employees; a temporary 50-percent reduction to the Board of Directors' annual cash retainers; indefinite postponement of 2020 merit increases except where mandated by law; release of 2020 bonus accruals due to lack of achievement; temporary furloughs across the organization; suspension of company match for the U.S. 401(k) plan; layoffs of production and distribution employees commensurate with the drop in demand; and participation in numerous international government wage subsidy programs.

Safeguarding Employees and Facilities

ACCO Brands management made early decisions to minimize COVID-19 exposure to its employees by canceling international and domestic travel and meetings, implementing additional deep cleaning and disinfecting at its facilities, asking employees to work from home where possible, and quarantining employees as appropriate. The company also implemented extra hygiene and social distancing policies in all facilities consistent with CDC and WHO recommendations and local government guidelines. As of the middle of March, the vast majority of ACCO Brands office employees began working from home. Most factories and distribution facilities have remained open to meet customer demand. The health and safety of our employees are paramount, and we will continue to monitor and update our actions as warranted.

Capital Allocation

In the first quarter, the company used $25.2 million of net cash from operating activities and $32.1 million of free cash flow, including capital expenditures of $6.9 million. The company also repurchased 2.9 million shares for a net $19.1 million, and paid $6.2 million in dividends.

Capital allocation priorities for 2020 will be to reduce debt and fund dividends. The company does not intend to repurchase shares during the remainder of this year.

Outlook

"Currently, we have very limited visibility beyond the second quarter because of the uncertainties of the pandemic. Therefore, we will not be issuing a full year outlook for sales and adjusted earnings per share. We have greater visibility about our ability to generate cash and expect to generate over $100 million of free cash flow for the year with over $120 million in operating cash flow less $20 million in capital expenditures," Elisman continued.

Although the company does not typically provide quarterly guidance, it is doing so for the second quarter with very broad ranges. The outlook for the second quarter is a sales decline in a range of 25 percent to 40 percent, and adjusted earnings per share in a range of $0.07 to ($0.05). The second quarter outlook includes an adverse foreign exchange impact of 3 percent on sales and negligible impact on adjusted EPS.

"We remain confident in the long-term future of our company. We have an experienced leadership team and a resilient organization. That, combined with a strong balance sheet, good liquidity, and financial flexibility, will allow us to emerge stronger from these current challenges," Elisman concluded.

Webcast

At 8:30 a.m. Eastern time on May 5, 2020, ACCO Brands Corporation will host a conference call to discuss the company's first quarter 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 Corporation is one of the world's largest designers, marketers and manufacturers of branded academic, consumer and business products. Our widely recognized brands include AT-A-GLANCE®, Barrilito®, Derwent®, Esselte®, Five Star®, Foroni®, GBC®, Hilroy®, Kensington®, Leitz®, Mead®, Quartet®, Rapid®, Rexel®, Swingline®, Tilibra®, Wilson Jones®, and many others. Our products are sold in more than 100 countries around the world. More information about ACCO Brands, the Home of Great Brands Built by Great People, 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 closely related GAAP financial measure in the "About Non-GAAP Financial Measures" section at the end of this earnings release.

Forward-Looking Statements

Statements contained in this earnings release, other than statements of historical fact, particularly those anticipating future financial performance, business prospects, growth, operating strategies and similar matters, including without limitation, statements concerning the impacts of the COVID-19 pandemic on the company’s business, operations, results of operations, liquidity and financial condition, 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. Because actual results may differ materially from those suggested or implied by such forward-looking statements, you should not

place undue reliance on them 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 both the near-term and long-term impact of the COVID-19 pandemic on the global economy and other changes in the macro environment; changes in the competitive landscape, including ongoing uncertainties in the traditional office products channels; as well as the impact of fluctuations in foreign currency and acquisitions and the other factors described below.

Among the factors that could cause our actual results to differ materially from our forward-looking statements are: the scope and duration of the COVID-19 pandemic, government actions and other third party responses to it and the consequences for the global economy, uncertainties regarding how geographies, distribution channels and consumer behaviors will evolve over time in response to the pandemic, and its impact on our business, operations, results of operations and financial condition, including, among others, manufacturing, distribution and supply chain disruptions, reduced demand for our products and services, and the financial condition of our suppliers and customers, including their ability to fund their operations and pay their invoices. Additionally, many of the other risk factors affecting us are currently elevated by, and may continue to be elevated by, the COVID-19 pandemic.

Other factors that could cause actual results to differ materially from our forward-looking statements are: a relatively limited number of large customers account for a significant percentage of our sales; risks associated with shifts in the channels of distribution for our products; issues that affect customer and consumer spending decisions during periods of economic uncertainty or weakness; risks associated with foreign currency fluctuations; challenges related to the highly competitive business environments in which we operate; our ability to develop and market innovative products that meet consumer demands; our ability to grow profitably through acquisitions and expand our product assortment into new and adjacent categories; our ability to successfully integrate acquisitions and achieve the financial and other results anticipated at the time of acquisition, including planned synergies; our ability to successfully implement our cost reduction and productivity initiatives; risks associated with the changes to U.S. trade policies and regulations, including increased import tariffs and overall uncertainty surrounding international trade relations; the failure, inadequacy or interruption of our information technology systems or 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 successfully expand our business in emerging markets and the exposure to greater financial, operational, regulatory and compliance and other risks in such markets; the effects of the U.S. Tax Cuts and Jobs Act; the impact of litigation or other legal proceedings; the risks associated with outsourcing production of certain of our products, information systems and other administrative functions; the continued decline in the use of certain of our products; risks associated with seasonality; risks associated with changes in the cost or availability of raw materials, labor, transportation and other necessary supplies and services and the cost of finished goods; our failure to comply with applicable laws, rules and regulations and self-regulatory requirements and the costs of compliance; the sufficiency of investment returns on pension assets, risks related to actuarial assumptions and changes in the unfunded liabilities of a multi-employer pension plan; any impairment of our intangible assets; risks associated with our indebtedness, including our debt service obligations, limitations imposed by restrictive covenants, our ability to comply with financial ratios and tests, and the phase out of the London Interbank Offered Rate; a change in or discontinuance of our stock repurchase program or the payment of dividends; the bankruptcy or financial instability of our customers and suppliers; our ability to secure, protect and maintain our intellectual property rights; product liability claims, recalls or regulatory actions; our

ability to attract and retain key employees; the volatility of our stock price; risks associated with circumstances outside our control, including those caused by public health crises such as the occurrence of contagious diseases like COVID-19, 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, 2019, and in other reports we file with the Securities and Exchange Commission.

For further information:

Christine Hanneman Julie McEwan

Investor Relations Media Relations

(847) 796-4320 (937) 974-8162

ACCO Brands Corporation and Subsidiaries

Condensed Consolidated Balance Sheets



	(unaudited)
(in millions)	March 31, 2020			December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	93.4		$	27.8
Accounts receivable, net	298.9			453.7
Inventories	291.6			283.3
Other current assets	54.1			41.2
Total current assets	738.0			806.0
Total property, plant and equipment	631.6			651.7
Less: accumulated depreciation	(381.0		)	(384.6		)
Property, plant and equipment, net	250.6			267.1
Right of use asset, leases	92.1			101.9
Deferred income taxes	109.2			119.0
Goodwill	717.7			718.6
Identifiable intangibles, net	725.9			758.6
Other non-current assets	19.7			17.4
Total assets	$	2,653.2		$	2,788.6
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable	$	15.7		$	3.7
Current portion of long-term debt	51.5			29.5
Accounts payable	185.9			245.7
Accrued compensation	28.3			48.5
Accrued customer program liabilities	64.2			99.7
Lease liabilities	19.9			21.8
Other current liabilities	104.0			139.9
Total current liabilities	469.5			588.8
Long-term debt, net	856.9			777.2
Long-term lease liabilities	81.7			89.8
Deferred income taxes	167.3			177.5
Pension and post-retirement benefit obligations	268.9			283.2
Other non-current liabilities	91.0			98.4
Total liabilities	1,935.3			2,014.9
Stockholders' equity:
Common stock	1.0			1.0
Treasury stock	(39.9		)	(38.2		)
Paid-in capital	1,874.3			1,890.8
Accumulated other comprehensive loss	(545.1		)	(505.7		)
Accumulated deficit	(572.4		)	(574.2		)
Total stockholders' equity	717.9			773.7
Total liabilities and stockholders' equity	$	2,653.2		$	2,788.6

ACCO Brands Corporation and Subsidiaries

Consolidated Statements of Operations (Unaudited)

(In millions, except per share data)



	Three Months Ended March 31,
	2020			2019			% Change
Net sales	$	384.1		$	393.9		(2.5)%
Cost of products sold	271.9			268.1			1.4%
Gross profit	112.2			125.8			(10.8)%
Operating costs and expenses:
Selling, general and administrative expenses	86.1			95.9			(10.2)%
Amortization of intangibles	8.4			9.3			(9.7)%
Restructuring charges	0.3			2.7			(88.9)%
Total operating costs and expenses	94.8			107.9			(12.1)%
Operating income	17.4			17.9			(2.8)%
Non-operating expense (income):
Interest expense	8.6			10.4			(17.3)%
Interest income	(0.3		)	(0.9		)	(66.7)%
Non-operating pension income	(1.5		)	(1.4		)	(7.1)%
Other income, net	(0.5		)	(0.2		)	150.0%
Income before income tax	11.1			10.0			11.0%
Income tax expense	3.1			10.6			(70.8)%
Net income (loss)	$	8.0		$	(0.6	)	NM

Per share:
Basic income (loss) per share	$	0.08		$	(0.01	)	NM
Diluted income (loss) per share	$	0.08		$	(0.01	)	NM

Weighted average number of shares outstanding:
Basic	96.0			102.3
Diluted	97.5			102.3

Cash dividends declared per common share	$	0.065		$	0.060

Statistics (as a % of Net sales, except Income tax rate)
	Three Months Ended March 31,
	2020			2019
Gross profit (Net sales, less Cost of products sold)	29.2		%	31.9		%
Selling, general and administrative expenses	22.4		%	24.3		%
Operating income	4.5		%	4.5		%
Income before income tax	2.9		%	2.5		%
Net income	2.1		%	(0.2		)%
Income tax rate	27.9		%	106.0		%

ACCO Brands Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)



	Three Months Ended March 31,
(in millions)	2020			2019
Operating activities
Net income (loss)	$	8.0		$	(0.6	)
Amortization of inventory step-up	—			0.1
Loss on disposal of assets	—			0.1
Depreciation	8.6			8.8
Amortization of debt issuance costs	0.5			0.5
Amortization of intangibles	8.4			9.3
Stock-based compensation	0.9			2.0
Changes in balance sheet items:
Accounts receivable	112.0			108.1
Inventories	(26.2		)	(57.3		)
Other assets	(13.8		)	(10.1		)
Accounts payable	(45.2		)	(79.9		)
Accrued expenses and other liabilities	(72.1		)	(41.1		)
Accrued income taxes	(6.3		)	(1.2		)
Net cash used by operating activities	(25.2		)	(61.3		)
Investing activities
Additions to property, plant and equipment	(6.9		)	(7.2		)
Proceeds from the disposition of assets	—			0.1
Cost of acquisitions, net of cash acquired	0.6			—
Other assets acquired	—			(5.4		)
Net cash used by investing activities	(6.3		)	(12.5		)
Financing activities
Proceeds from long-term borrowings	117.4			123.7
Repayments of long-term debt	(5.3		)	—
Borrowings of notes payable, net	12.4			4.8
Dividends paid	(6.2		)	(6.2		)
Repurchases of common stock	(18.9		)	(10.5		)
Payments related to tax withholding for stock-based compensation	(1.7		)	(4.2		)
Proceeds from the exercise of stock options	1.5			—
Net cash provided financing activities	99.2			107.6
Effect of foreign exchange rate changes on cash and cash equivalents	(2.1		)	(0.3		)
Net increase in cash and cash equivalents	65.6			33.5
Cash and cash equivalents
Beginning of the period	27.8			67.0
End of the period	$	93.4		$	100.5

About Non-GAAP Financial Measures

This earnings release contains non-GAAP financial measures. We explain below how we calculate and use each of these non-GAAP financial measures and a reconciliation of our current period and historical non-GAAP financial measures to the most directly comparable GAAP financial measures follows.

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, transaction and integration expenses associated with acquisitions, the impact of foreign currency fluctuation and acquisitions, unusual tax items and other non-recurring items that we consider to be outside of our core operations. 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 Net Sales: Represents net sales excluding the impact of acquisitions with current-period foreign operation sales translated at prior-year currency rates. We believe comparable net sales are useful to investors and management because they reflect underlying sales and sales trends without the effect of acquisitions and fluctuations in foreign exchange rates and facilitate meaningful period-to-period comparisons. We sometimes refer to comparable net sales as comparable sales.

Adjusted Gross Profit: Represents gross profit excluding the effect of the amortization of the step-up in inventory from acquisitions. We believe adjusted gross profit is useful to investors and management because it reflects underlying gross profit without the effect of inventory adjustments resulting from acquisitions that we consider to be outside our core operations and facilitates meaningful period-to-period comparisons.

Adjusted Selling, General and Administrative (SG&A) Expenses: Represents selling, general and administrative expenses excluding transaction and integration expenses related to our acquisitions. We believe adjusted SG&A expenses are useful to investors and management because they reflect underlying SG&A expenses without the effect of expenses related to acquiring and integrating acquisitions that we consider to be outside our core operations and facilitate meaningful period-to-period comparisons.

Adjusted Operating Income/Adjusted Income Before Taxes/Adjusted Net Income/Adjusted Net Income Per Diluted Share: Represents operating income, income before taxes, net income, and net income per diluted share excluding restructuring charges, the amortization of the step-up in value of inventory, transaction and integration expenses associated with acquisitions, non-recurring items in interest expense or other income/expense such as expenses associated with debt refinancings and other non-recurring items as well as all unusual 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.

Adjusted Income Tax Expense/Rate: Represents income tax expense/rate excluding the tax effect of the items that have been excluded from adjusted income before taxes, unusual income tax items such as the impact of tax audits and changes in laws, significant reserves for cash repatriation; excess tax benefits/losses; and other discrete tax items. We believe our adjusted income tax expense/rate is useful to investors because it reflects our baseline income tax expense/rate before benefits/losses and other 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, the amortization of the step-up in value of inventory, transaction and integration expenses associated with acquisitions, restructuring charges, expenses associated with debt refinancings 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 items that we consider to be outside our core operations and facilitates meaningful period-to-period comparisons.

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

Net Leverage Ratio: Represents total debt, less debt origination costs and cash and cash equivalents divided by Adjusted EBTIDA. We believe that net leverage ratio is useful to investors since the company has the ability to, and may decide to use a portion of its cash and cash equivalents to retire debt.

This earnings release also provides forward-looking non-GAAP adjusted earnings per share, free cash flow, net leverage ratio and adjusted tax rate. We do not provide a reconciliation of forward-looking adjusted earnings per share, free cash flow, net leverage ratio or adjusted tax rate to GAAP because the GAAP financial measure is not accessible on a forward-looking basis and reconciling information is not available without unreasonable effort 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 acquisitions, and other charges reflected in our historical numbers. 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 Operations information reported in accordance with GAAP to adjusted Non-GAAP Information for the three months ended March 31, 2020 and 2019.



		Three Months Ended March 31, 2020
		Gross Profit		% of Sales		SG&A			% of Sales		Operating Income		% of Sales		Income before Tax			% of Sales		Income Tax Expense (G)			Tax Rate		Net Income			% of Sales
Reported GAAP		$	112.2	29.2	%	$	86.1		22.4	%	$	17.4	4.5	%	$	11.1		2.9	%	$	3.1		27.9	%	$	8.0		2.1	%
Reported GAAP diluted income per share (EPS)																									$	0.08
Transaction and integration expenses	(B)	—				(0.3		)			0.3				0.3					0.1					0.2
Restructuring charges		—				—					0.3				0.3					0.1					0.2
Operating tax gains	(C)	—				—					—				(1.6		)			—					(1.6		)
Other discrete tax items	(D)	—				—					—				—					(0.2		)			0.2
Adjusted Non-GAAP		$	112.2	29.2	%	$	85.8		22.3	%	$	18.0	4.7	%	$	10.1		2.6	%	$	3.1		30.7	%	$	7.0		1.8	%
Adjusted diluted income per share (Adjusted EPS)																									$	0.07



		Three Months Ended March 31, 2019
		Gross Profit		% of Sales		SG&A			% of Sales		Operating Income		% of Sales		Income before Tax		% of Sales		Income Tax Expense (G)			Tax Rate		Net Income			% of Sales
Reported GAAP		$	125.8	31.9	%	$	95.9		24.3	%	$	17.9	4.5	%	$	10.0	2.5	%	$	10.6		106.0	%	$	(0.6	)	(0.2	)%
Reported GAAP diluted income per share (EPS)																								$	(0.01	)
Inventory step-up amortization	(A)	0.1				—					0.1				0.1				—					0.1
Transaction and integration expenses	(B)	—				(0.4		)			0.4				0.4				0.1					0.3
Restructuring charges		—				—					2.7				2.7				0.7					2.0
Brazil tax adjustment	(D)	—				—					—				—				(5.6		)			5.6
Other discrete tax items	(D)	—				—					—				—				(1.4		)			1.4
Adjusted Non-GAAP		$	125.9	32.0	%	$	95.5		24.2	%	$	21.1	5.4	%	$	13.2	3.4	%	$	4.4		33.3	%	$	8.8		2.2	%
Adjusted diluted income per share (Adjusted EPS)																								$	0.08

See "Notes for Reconciliation of GAAP to Adjusted Non-GAAP Information (Unaudited)" for further information regarding adjusted items on page 12.

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


A.	Represents the amortization of step-up in the value of inventory associated with the Cumberland asset acquisition in 2019.


B.	Represents transaction and integration expenses associated with the acquisitions of Indústria Gráfica Foroni Ltda. ("Foroni") in 2020, and associated with the Cumberland asset acquisition in 2019.


C.	Represents the gain from certain Brazilian indirect tax credits recognized of $1.1 million and the gain from the release of unneeded reserves for certain operating taxes related to a pre-acquisition period for GOBA Internacional, S.A. de C.V. ("GOBA") of $0.5 million.

The adjustments to income tax expense include the effects of the adjustments outlined above in the amount of $0.2 million and discrete tax adjustments of $(0.2) million for a total of $0.0 million, resulting in an adjusted tax rate of 30.7% for the first quarter of 2020, and adjustments in the amount of $0.8 million and discrete tax adjustments of $(7.0) million (including a $5.6 million tax expense related to our Brazilian tax reserve) for a total of $(6.2) million resulting in an adjusted tax rate of 33.3% for the first quarter of 2019.

ACCO Brands Corporation and Subsidiaries

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

(In millions)

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



		Three Months Ended March 31,
		2020			2019			% Change
Net income (loss)		$	8.0		$	(0.6	)	NM
	Inventory step-up amortization	—			0.1			(100.0	)%
	Transaction and integration expenses	0.3			0.4			(25.0	)%
	Restructuring charges	0.3			2.7			(88.9	)%
	Depreciation	8.6			8.8			(2.3	)%
	Stock-based compensation	0.9			2.0			(55.0	)%
	Amortization of intangibles	8.4			9.3			(9.7	)%
	Interest expense, net	8.3			9.5			(12.6	)%
	Other income, net	(0.5		)	(0.2		)	NM
	Income tax expense	3.1			10.6			(70.8	)%
Adjusted EBITDA (non-GAAP)		$	37.4		$	42.6		(12.2	)%

Adjusted EBITDA as a % of Net Sales		9.7		%	10.8		%

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

(In millions)

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



	Three Months Ended March 31, 2020	Three Months Ended March 31, 2019
Net cash used by operating activities	$(25.2)	$(61.3)

Net cash (used) provided by:
Additions to property, plant and equipment	(6.9)	(7.2)
Proceeds from the disposition of assets	—	0.1
Free cash flow (non-GAAP)	$(32.1)	$(68.4)

ACCO Brands Corporation and Subsidiaries

Supplemental Business Segment Information and Reconciliation (Unaudited)

(In millions)



	2020												2019												Changes
												Adjusted												Adjusted
			Reported						Adjusted			Operating			Reported						Adjusted			Operating					Adjusted			Adjusted
			Operating						Operating			Income			Operating						Operating			Income					Operating			Operating
	Reported		Income			Adjusted			Income			(Loss)	Reported		Income			Adjusted			Income			(Loss)	Net Sales			Net Sales	Income			Income	Margin
	Net Sales		(Loss)			Items			(Loss) (A)			Margin (A)	Net Sales		(Loss)			Items			(Loss) (A)			Margin (A)	$			%	(Loss) $			(Loss) %	Points
Q1:
ACCO Brands North America	$	167.8	$	7.6		$	—		$	7.6		4.5%	$	160.4	$	6.8		$	1.4		$	8.2		5.1%	$	7.4		4.6%	$	(0.6	)	(7.3)%	(60)
ACCO Brands EMEA	127.5		12.0			(0.1		)	11.9			9.3%	146.5		15.9			0.2			16.1			11.0%	(19.0		)	(13.0)%	(4.2		)	(26.1)%	(170)
ACCO Brands International	88.8		5.9			0.5			6.4			7.2%	87.0		5.6			1.2			6.8			7.8%	1.8			2.1%	(0.4		)	(5.9)%	(60)
Corporate	—		(8.1		)	0.2			(7.9		)		—		(10.4		)	0.4			(10.0		)		—				2.1
Total	$	384.1	$	17.4		$	0.6		$	18.0		4.7%	$	393.9	$	17.9		$	3.2		$	21.1		5.4%	$	(9.8	)	(2.5)%	$	(3.1	)	(14.7)%	(70)

Q2:
ACCO Brands North America													$	307.9	$	60.6		$	(0.2	)	$	60.4		19.6%
ACCO Brands EMEA													128.3		7.4			—			7.4			5.8%
ACCO Brands International													82.5		4.1			0.3			4.4			5.3%
Corporate													—		(10.7		)	—			(10.7		)
Total													$	518.7	$	61.4		$	0.1		$	61.5		11.9%

Q3:
ACCO Brands North America													$	272.4	$	33.7		$	1.9		$	35.6		13.1%
ACCO Brands EMEA													133.1		13.8			0.1			13.9			10.4%
ACCO Brands International													100.2		10.8			0.3			11.1			11.1%
Corporate													—		(9.5		)	1.3			(8.2		)
Total													$	505.7	$	48.8		$	3.6		$	52.4		10.4%

Q4:
ACCO Brands North America													$	226.1	$	29.9		$	2.5		$	32.4		14.3%
ACCO Brands EMEA													161.4		21.5			2.0			23.5			14.6%
ACCO Brands International													149.9		28.0			2.5			30.5			20.3%
Corporate													—		(11.3		)	1.3			(10.0		)
Total													$	537.4	$	68.1		$	8.3		$	76.4		14.2%

YTD:
ACCO Brands North America	$	167.8	$	7.6		$	—		$	7.6		4.5%	$	966.8	$	131.0		$	5.6		$	136.6		14.1%
ACCO Brands EMEA	127.5		12.0			(0.1		)	11.9			9.3%	569.3		58.6			2.3			60.9			10.7%
ACCO Brands International	88.8		5.9			0.5			6.4			7.2%	419.6		48.5			4.3			52.8			12.6%
Corporate	—		(8.1		)	0.2			(7.9		)		—		(41.9		)	3.0			(38.9		)
Total	$	384.1	$	17.4		$	0.6		$	18.0		4.7%	$	1,955.7	$	196.2		$	15.2		$	211.4		10.8%

(A) See "Notes for Reconciliation of GAAP to Adjusted Non-GAAP Information (Unaudited)" for further information regarding adjusted items on page 12.

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

					Comparable					Comparable
	Net Sales		Currency		Net Sales	Net Sales		Currency		Net Sales
	Change		Translation	Acquisition	Change (A)	Change		Translation	Acquisition	Change (A)
Q1 2020:
ACCO Brands North America	4.6%		(0.1)%	—%	4.7%	$7.4		$(0.2)	$—	$7.6
ACCO Brands EMEA	(13.0)%		(2.9)%	—%	(10.1)%	(19.0)		(4.3)	—	(14.7)
ACCO Brands International	2.1%		(7.0)%	16.6%	(7.5)%	1.8		(6.1)	14.4	(6.5)
Total	(2.5)%		(2.7)%	3.7%	(3.5)%	$(9.8)		$(10.6)	$14.4	$(13.6)
(A) Comparable net sales represents net sales excluding acquisitions and with current-period foreign operation sales translated at prior-year currency rates.



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



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



Leverage Ratio	Applicable Rate	Undrawn Fee≤
> 4.25 X	275 bps	50.0 bps
≤ 4.25 X	250 bps	50.0 bps
≤ 4.00 X	225 bps	37.5 bps
≤ 3.50 X	200 bps	37.5 bps
≤ 3.25 X	175 bps	30.0 bps
≤ 3.00 X	150 bps	25.0 bps
≤ 2.00 X	125 bps	20.0 bps


☐	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))


•	Increase the maximum consolidated leverage ratio from 3.75:1.00 to 4.75:1.00, stepping back down to 3.75:1.00 for the first fiscal quarter ending after June 30, 2021.


•	Amend the pricing based on the Company’s consolidated leverage ratio, with a scaled increase in fees as follows:


•	Reduce the Company’s capacity to incur certain other indebtedness, and impose additional limitations on certain restricted payments (other than dividends) and permitted acquisitions.


•	Require that the Company pay down any amounts on its revolving facility when cash and cash equivalents of the Loan Parties exceed $100 million.


10.1	Third Amendment to Third Amended and Restated Credit Agreement, dated as of May 1, 2020, 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 March 31, 2020, dated May 4, 2020.


104	Cover Page Interactive Data File (embedded within the Inline XBRL document)




		ACCO Brands Corporation (Registrant)
Date:	May 4, 2020	By:	/s/ Neal V. Fenwick
			Name: Neal V. Fenwick
			Title: Executive Vice President
			and Chief Financial Officer