Item 1.01 Entry into a Material Definitive Agreement.



2022 Credit Agreement
On January 10, 2022 (the "Closing Date"), Franklin Resources, Inc., a Delaware
corporation (the "Company"), entered into a credit agreement (the "2022 Credit
Agreement"), by and among the Company, as borrower, the financial institutions
from time to time party thereto, as lenders, and Bank of America, N.A., as
administrative agent, pursuant to which the Company established a 364 day
revolving credit facility with aggregate commitments of $500,000,000 (the
"Revolving Credit Facility"). As of the Closing Date, there were no amounts
outstanding under the 2022 Credit Agreement.
Amounts outstanding under the 2022 Credit Agreement bear interest at an annual
rate equal to, at the option of the Company, either (i) a base rate equal to the
highest of (a) the federal funds rate plus 0.5%, (b) the prime rate of Bank of
America, N.A., (c) the Bloomberg Short-Term Bank Yield Index rate (the "BSBY
Rate") plus 1.00%, and (d) 1.00%, plus, in each case, an applicable margin equal
to 0.65%; or (ii) the BSBY rate (provided that the BSBY Rate shall not be less
than 0.00%), plus an applicable margin equal to 0.65%. The Company is also
required to pay an annual commitment fee equal to 0.05% on the average unused
amount of the Revolving Credit Facility payable quarterly.
At any time, subject to timely prior written notice, the Company may terminate
the commitments under the Revolving Credit Facility in full or in part or prepay
loans outstanding under the Revolving Credit Facility in whole or in part,
subject to the payment of BSBY breakage fees, if any.
The 2022 Credit Agreement contains customary affirmative and negative covenants,
including covenants that affect, among other things, the ability of the
Company's subsidiaries to incur additional indebtedness and limit the ability of
the Company and its subsidiaries to create liens, merge or dissolve, dispose of
assets and change the nature of their respective business, subject to customary
exceptions, thresholds, qualifications and "baskets." In addition, the 2022
Credit Agreement contains a financial performance covenant, requiring that the
Company maintains a consolidated net leverage ratio, measured as of the last day
of each fiscal quarter, of no greater than 3.00 to 1.00.
The repayment obligation under the 2022 Credit Agreement may be accelerated (and
commitments under the Revolving Credit Facility terminated) upon the occurrence
of an event of default thereunder, including, among other things, failure to pay
principal or interest on a timely basis, material inaccuracy of any
representation or warranty, failure to comply with covenants, cross-default,
change of control, certain insolvency or bankruptcy-related events and material
judgments, subject, in each case, to any applicable grace and/or cure periods.
Borrowings under the 2022 Credit Agreement may be used for general corporate
purposes.
The foregoing description of the 2022 Credit Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the 2022 Credit Agreement, which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits.
      Exhibit No.       Description
       10.1               Credit Agreement, dated as of January 10, 2022, by and among Franklin
                        Resources, Inc., as borrower, the financial institutions from time to time
                        party thereto, as lenders, and Bank of America, N.A., as administrative
                        agent.
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