Item 1.01 Entry Into a Material Definitive Agreement.
On
The Company will have the right to add foreign subsidiaries as borrowers under the Credit Agreement, subject to the satisfaction of specified conditions. The Company will guarantee the payment and performance by the foreign subsidiary borrowers of their obligations under the Credit Agreement. The Company's obligations under the Credit Agreement are not guaranteed by any of its subsidiaries. However, the Company has the right, subject to the satisfaction of certain conditions set forth in the Credit Agreement, to cause any of its wholly-owned domestic subsidiaries to become guarantors.
Loans under the Credit Agreement can be borrowed as term SOFR loans or ABR Loans, at the Company's option. Each term SOFR loan will bear interest at a rate per annum equal to the applicable Adjusted Term SOFR rate plus a spread ranging from 0.795% to 1.300%, as determined by the Company's senior unsecured long-term debt rating at such time. Based on the Company's current rating, the spread for SOFR loans would be 0.910%. Each ABR Loan will bear interest at a rate per annum equal to the Alternate Base Rate plus a spread ranging from 0.000% to 0.300%, as determined by the Company's senior unsecured long-term debt rating at such time. Based on the Company's current rating, the spread for ABR Loans would be 0.000%.
Outstanding letters of credit issued under the Credit Agreement will be charged a quarterly fee depending on the Company's senior unsecured long-term debt rating. Based on the Company's current rating, the quarterly fee would be payable at a rate of 0.910% per annum, plus a fronting fee of 0.125% per annum on the undrawn and unexpired amount of all letters of credit.
Additionally, the Company will pay a quarterly facility fee on the used and unused portions of the revolving credit facility depending on the Company's senior unsecured long-term debt rating. Based on the Company's current rating, the quarterly fee would accrue at a rate of 0.090% per annum.
Amounts outstanding under the Credit Agreement may be accelerated upon the occurrence of customary events of default. The Credit Agreement requires the Company to maintain a Total Debt to Total Capital Ratio of 0.65 to 1.00 or less. Borrowings under the Credit Agreement are prepayable at Roper's option at any time in whole or in part without premium or penalty.
Roper and its affiliates maintain various commercial and service relationships
with certain of the lenders under the Credit Agreement and their affiliates in
the ordinary course of business. In the ordinary course of their respective
businesses, certain of the lenders and the other parties to the Credit Agreement
and their respective affiliates have engaged, and may in the future engage, in
commercial banking, investment banking, financial advisory or other services
with Roper and its affiliates for which they have in the past and/or may in the
future receive customary compensation and expense reimbursement. One of Roper's
directors,
The description above is a summary and is qualified in its entirety by the Credit Agreement which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
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Item 1.02 Termination of a Material Definitive Agreement.
In connection with its entry into the Credit Agreement, on
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement.
Please see Item 1.01 above, which information is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Credit Agreement dated as ofJuly 21, 2022 , among Roper, the foreign subsidiary borrowers from time to time party thereto, the financial institutions party thereto,JPMorgan Chase Bank, N.A ., as administrative agent,Bank of America, N.A . andWells Fargo Bank, N.A. , as syndication agents, andMizuho Bank, Ltd. ,MUFG Bank, Ltd. ,PNC Bank, National Association ,TD Bank, N.A .,Truist Bank andU.S Bank, National Association , as documentation agents. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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