FactSet Research Systems Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Computer Software: Programming, Data Processing
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 8, 2025
(Exact name of registrant as specified in its charter)
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Item 1.01 Entry into a Material Definitive Agreement
On April 8, 2025, FactSet Research Systems Inc. (the "Company") entered into a credit agreement (the “Credit Agreement”), among the Company, the borrowing subsidiaries from time to time party thereto, the lenders from time to time party thereto, and PNC Bank, National Association, as the administrative agent. The Credit Agreement provides for (a) a senior unsecured term loan credit facility in an aggregate committed amount of $500,000,000 (the “Term Facility”), available in US dollars, and (b) a senior unsecured revolving credit facility in an aggregate principal amount of $1,000,000,000 (the “Revolving Facility” and, together with the Term Facility, the “Credit Facilities”), available in US dollars, Sterling and Euro. The Term Facility matures on April 8, 2028, and the Revolving Facility matures on April 8, 2030. Up to $100,000,000 of the Revolving Facility is available in the form of letters of credit and up to $100,000,000 of the Revolving Facility is available in the form of swingline loans, in each case in US dollars. The Company may seek additional commitments under the Credit Agreement in the form of additional term loans or increased commitments under the Revolving Facility from lenders or other financial institutions up to an aggregate principal amount of $1,000,000,000.
On April 8, 2025, the Company borrowed $500,000,000 under the Term Facility, which was used primarily to repay borrowings under the 2022 Credit Agreement (as defined below).
Loans under the Credit Facilities will bear interest, at the option of the Company, (a) in the case of loans denominated in US dollars, at either Term SOFR (which reflects a 10 basis point credit spread adjustment) or the Alternate Base Rate, (b) in the case of loans denominated in Sterling, at Daily Simple SONIA or (c) in the case of loans denominated in Euro, at EURIBOR, in each case with such benchmark as determined in the Credit Agreement, plus a per annum interest rate margin that fluctuates (a) in the case of loans priced at Term SOFR, Daily Simple SONIA or EURIBOR, between 0.875% and 1.625% and (b) in the case of loans priced at the Alternate Base Rate, between 0% and 0.625%, in each case based upon the Company’s senior, unsecured, non-credit enhanced long-term debt rating (or, if unavailable, corporate rating) by S&P Global Ratings, Moody’s Ratings and Fitch Ratings, Inc. or the Company’s Leverage Ratio (as defined in the Credit Agreement) (whichever yields a lower applicable interest rate margin) at such time. The Company will also pay a commitment fee under the Revolving Facility that will fluctuate between 0.10% per annum and 0.25% per annum on the daily unused amount of the Revolving Facility.
Loans under the Term Facility are subject to scheduled amortization payments in an aggregate annual amount equal to 5.0% of the original principal amount thereof. The Credit Facilities are not otherwise subject to any mandatory prepayments. The Company may voluntarily prepay loans under the Credit Facilities at any time without premium or penalty.
The Credit Agreement contains usual and customary affirmative covenants and negative covenants for facilities of this type. The Credit Agreement contains a financial covenant requiring maintenance of a Leverage Ratio (as defined in the Credit Agreement) no greater than 3.75 to 1.00 as of the last day of each fiscal quarter (subject to an increase to 4.25 to 1.00 for five consecutive fiscal quarters in connection with certain material acquisitions).
The Credit Agreement contains usual and customary event of default provisions for facilities of this type. If an event of default occurs under the Credit Agreement, the lenders may, among other things, terminate their commitments and declare all outstanding borrowings immediately due and payable.
The foregoing summary of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
On April 8, 2025, in connection with the entry into the Credit Agreement described above, the Company repaid in full all indebtedness and other obligations outstanding under, and terminated, the Credit Agreement dated as of March 1, 2022, as amended (the “2022 Credit Agreement”), among the Company, the borrowing subsidiaries from time to time party thereto, the lenders from time to time party thereto, and PNC Bank, National Association, as the administrative agent.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information disclosed in this Current Report under Item 1.01 is incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |||||||
| Credit Agreement dated April 8, 2025, among the Company, the borrowing subsidiaries from time to time party thereto, the lenders from time to time party thereto, and PNC Bank, National Association, as the administrative agent* | ||||||||
| 104 | Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. FactSet Research Systems Inc. agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
FACTSET RESEARCH SYSTEMS INC. (Registrant) | |||||||||||||||||
| April 8, 2025 | By: | /s/ HELEN L. SHAN | |||||||||||||||
| Helen L. Shan Executive Vice President, Chief Financial Officer (Principal Financial Officer) | |||||||||||||||||