Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Credit Agreement

On May 25, 2022, Zebra Technologies Corporation (the "Company") completed a material amendment to its debt facilities by entering into Amendment No. 3 ("Amendment No. 3") to the Amended and Restated Credit Agreement dated as of July 26, 2017 (as amended by Amendment No. 1, Amendment No. 2, and Amendment No. 3, the "Credit Agreement"), by and among the Company, Zebra Diamond Holdings Limited, a subsidiary of the Company ("ZDHL"), the lenders party thereto, and JPMorgan Chase Bank, N.A., as revolving facility administrative agent, Tranche A Term Loan administrative agent and collateral agent. Amendment No. 3, among other things, (1) refinances, respectively, the Tranche A Term Loans and Revolving Credit Facility under the Credit Agreement to (a) repay the existing indebtedness under the Credit Agreement, (b) increase the maximum loan amounts available to the Company and (c) amend pricing to substitute SOFR for LIBOR, due to the cessation of the latter benchmark, and add a new lower margin pricing tier; (2) extends the maturity date of the Tranche A Term Loans and Revolving Credit Facility and (3) revises certain terms, conditions and covenants providing for increased operating flexibility. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

Revolving Credit Facility

The Revolving Credit Facility continues to include borrowing capacity available for letters of credit. Drawings under the Revolving Credit Facility are available in U.S. Dollars, Canadian Dollars, Pounds Sterling, Euros and certain other currencies agreed by the Company and the lenders, and, in the case of letters of credit, certain additional foreign currencies. Amendment No. 3 increases the amount from time to time available under the Revolving Credit Facility (including in respect of letters of credit) to the Dollar equivalent of $1.5 billion. The maturity date of the Revolving Credit Facility has been extended to May 25, 2027. Prior to the execution of Amendment No. 3, the Revolving Credit Facility had been scheduled to mature on August 9, 2024.

Borrowings under the Revolving Credit Facility initially bear interest at a rate per annum equal to, at the Company's option, either (1) with respect to borrowings denominated in US Dollars, alternate base rate ("ABR"), plus an applicable margin or (2) (x) with respect to borrowings denominated in US Dollars, Adjusted Term SOFR Rate; (y) with respect to borrowings denominated in Canadian Dollars, Adjusted CDOR Rate or (z) with respect to borrowings denominated in Euros, Adjusted EURIBOR Rate (collectively, the "Benchmark Rate"); or (3) (x) with respect to borrowings denominated in US Dollars, Daily Simple SOFR or (y) with respect to borrowing denominated in Pounds Sterling, SONIA (collectively, the "RFR"), in each case of the foregoing clauses (1) to (3), plus an applicable margin. ABR is determined by reference to the highest of (a) the Federal Funds Effective Rate plus 0.50% per annum, (b) the rate that The Wall Street Journal from time to time publishes as the "U.S. Prime Rate," or (c) the Adjusted Term SOFR Rate for U.S. dollars (for a one-month interest period), at all times including statutory reserves, plus 1.00% and (d) 1.00%. The applicable margin for borrowings under the Revolving Credit Facility is 0.00%, 0.25%, 0.50%, or 0.75% with respect to the ABR borrowings and 1.00%, 1.25%, 1.50%, or 1.75% with respect to the Benchmark Rate borrowings or RFR borrowings, depending on the Company's total net leverage ratio from time to time.

In addition to paying interest on outstanding principal amounts under the Revolving Credit Facility, the Company is required to pay a commitment fee to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.225% per annum. The commitment fee rate will be adjusted on a quarterly basis to 0.175%, 0.225%, 0.250% or 0.300% depending on the Company's total net leverage ratio from time to time.

The Revolving Credit Facility is required to be prepaid to the extent extensions of credit thereunder exceed the revolving commitments thereunder. The Company may voluntarily repay and re-borrow loans under the Revolving Credit Facility at any time without a premium or penalty, other than customary "breakage" costs with respect to certain loans.

The Company's obligations under the Revolving Credit Facility are unconditionally guaranteed by each of its existing and future material wholly owned domestic restricted subsidiaries (subject to customary exceptions and other limitations) and, together with obligations under the guarantees, are secured by a first priority security interest in all of the collateral also securing the Tranche A Term Loans (subject to customary exceptions and other limitations).

The Company is required to comply with financial covenants consisting of (i) a quarterly maximum total secured net leverage ratio test and (ii) a quarterly minimum consolidated interest coverage ratio test, in each case, that is tested at the end of each fiscal quarter and is applicable to the Revolving Credit Facility and the Tranche A Term Facilities.

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Tranche A Term Facilities

Borrowings under the Tranche A Term Facilities bear interest at a rate per annum equal to, at the Company's option, either (1) ABR, plus an applicable margin, (2) the applicable Benchmark Rate, plus an applicable margin. The applicable margin with respect to the ABR borrowings will initially be 0.25% and will adjust to 0.00%, 0.25%, 0.50%, or 0.75% depending on the Company's total net leverage ratio from time to time. The applicable margin with respect to the Benchmark Rate borrowings will initially be 1.25% and will adjust to 1.00%, 1.25%, 1.50%, or 1.75% depending on the Company's total net leverage ratio from time to time. Amendment No. 3 increases the aggregate amount of the Tranche A Term Commitments to $1.75 billion, comprised of $483 million in the Tranche A-1 Term Commitment available to ZDHL (the loan made thereunder, the "Tranche A-1 Term Loan") and $1.267 billion in the Tranche A-2 Term Commitment available to the Company (the loan made thereunder, the "Tranche A-2 Term Loan, and collectively with the Tranche A-1 Term Loan, the "Tranche A Term Loans").

Tranche A Term Loans are required to be prepaid, subject to certain exceptions, with:

•100% of the net cash proceeds of certain asset sales and other dispositions of property by the Company or any of its restricted subsidiaries, subject to step-downs to 50% and 0% depending on the Company's total secured net leverage ratio from time to time, subject to customary thresholds and reinvestment rights; and •100% of the Company's and its restricted subsidiaries' net cash proceeds from issuances, offerings or placements of debt obligations not permitted under the Credit Agreement.

Amendment No. 3 eliminates any requirement of the Company to prepay the Tranche A Term Loans with its excess cash flow.

The Company may voluntarily prepay outstanding loans under the Tranche A Term Facilities at any time subject to customary "breakage" costs with respect to . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above in Item 1.01 is incorporated by reference herein.

Item 8.01 Other Items.

The Company issued a press release on May 26, 2022 announcing completion of the comprehensive debt restructuring. A copy of the press release is filed as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following Exhibit is being furnished herewith:




Exhibit Number       Description of Exhibits
99.1                 Registrant's Press Release dated May 26, 2022
104                  Cover Page Interactive Data File (embedded within the inline XBRL)

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