Item 1.01. Entry into a Material Definitive Agreement
Revolving Credit Agreement
On
The Revolving Credit Agreement amends and restates the Company's existing
amended and restated credit agreement, dated
Borrowings under the Revolving Credit Agreement bear interest at the Company's
option as follows: (i) in the case of borrowings denominated in
Additionally, the Company will receive an interest rate adjustment of up to
0.04% and a facility fee adjustment of up to 0.01%, in each case, under the
Revolving Credit Agreement based on its fiscal year sustainability-linked
performance with respect to the reduction of the Company's total carbon
emissions (measured in metric tons CO2e), as compared to the established
baseline for each fiscal year ending on and after
Borrowings under the Revolving Credit Agreement are prepayable at the Company's option in whole or in part without premium or penalty. Amounts borrowed under the Revolving Credit Agreement may be repaid and reborrowed from time to time prior to the Maturity Date.
The Revolving Credit Agreement requires the Company to maintain a Consolidated
Net Leverage Ratio (as defined in the Revolving Credit Agreement) of 3.50 to
1.00 or less; provided that the maximum Consolidated Net Leverage Ratio will be
increased to 4.00 to 1.00 for the four consecutive full fiscal quarters
immediately following the consummation of any acquisition by the Company or any
subsidiary of the Company in which the purchase price exceeds
The Company's obligations under the Revolving Credit Agreement are unsecured. The Company has unconditionally and irrevocably guaranteed the obligations of each of its subsidiaries in the event a subsidiary is named a co-borrower under the Revolving Credit Agreement. The Revolving Credit Agreement contains customary representations, warranties, conditions precedent, events of default, indemnities and affirmative and negative covenants, including covenants that, among other things, restrict the ability of the Company
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and certain of its subsidiaries to: incur liens; incur indebtedness; make restricted payments; sell or otherwise dispose of the Company's or any subsidiary's assets; enter into certain mergers or consolidations; and use proceeds of borrowings under the Credit Agreement for other than permitted uses. These covenants are subject to a number of important exceptions and qualifications. Certain changes of control with respect to the Company would constitute an event of default under the Revolving Credit Agreement. Upon the occurrence and during the continuance of an event of default, the lenders may terminate any unfunded commitments and declare the outstanding advances and all other obligations under the Revolving Credit Agreement immediately due and payable.
Term Loan Credit Agreement
On the Closing Date, the Company entered into a term loan credit agreement with
Bank of America, as administrative agent, and a syndicate of lenders from time
to time party thereto, which provides for a 364-day delayed-draw term loan
facility in an aggregate principal amount of
Repayment of the principal amount borrowed, and all accrued interest thereon and other amounts payable, in each case, under the Term Loan Credit Agreement is due no later than 364 days after the Funding Date.
Borrowings under the Term Loan Credit Agreement bear interest at the Company's
option as follows: (1) Term SOFR Loans (as defined in the Term Loan Credit
Agreement) bear interest at a variable rate equal to the Term SOFR (as defined
in the Term Loan Credit Agreement) plus a margin of between 82.5 and 107.5 basis
points (depending on the Company's long-term debt credit rating); and (2) Base
Rate Loans (as defined in the Term Loan Credit Agreement) bear interest at a
variable rate equal to the highest of (a) the Federal funds rate (as published
by the
Borrowings under the Term Loan Credit Agreement are prepayable at the Company's option in whole or in part without premium or penalty. Amounts borrowed under the Term Loan Credit Agreement may not be reborrowed once repaid.
The Term Loan Credit Agreement requires the Company to maintain a Consolidated
Net Leverage Ratio (as defined in the Term Loan Credit Agreement) of 3.50 to
1.00 or less; provided, that the maximum Consolidated Net Leverage Ratio will be
increased to 4.00 to 1.00 for the four consecutive full fiscal quarters
immediately following the consummation of any acquisition by the Company or any
subsidiary of the Company in which the purchase price exceeds
The Company's obligations under the Term Loan Credit Agreement are unsecured. The Term Loan Credit Agreement contains customary representations, warranties, . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description 10.1 Second Amended and Restated Credit Agreement, dated as ofOctober 18, 2022 , amongFortive Corporation ,Bank of America, N.A ., as Administrative Agent and USD SwingLine Lender ,Bank of America, N.A .London Branch, as Alternative Currency SwingLine Lender , and the lenders referred to therein. 10.2 364-Day Term Loan Credit Agreement, dated as ofOctober 18, 2022 , amongFortive Corporation ,Bank of America, N.A ., as Administrative Agent, and the lenders referred to therein. 104 Cover Page Interacive Data File (embedded within the inline XBRL document)
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