Fortive Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement
On March 17, 2026 (the “Closing Date”), Fortive Corporation, a Delaware corporation (the “Company”), entered into a third amended and restated credit agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”), as administrative agent and a swing line lender, and a syndicate of lenders from time to time party thereto, that provides for a 5-year revolving credit facility in an aggregate principal amount not to exceed $2.0 billion, which includes a multicurrency borrowing feature. On the Closing Date, the Company did not borrow any funds under the Credit Agreement.
The Credit Agreement amends and restates the Company’s existing second amended and restated credit agreement, dated as of October 18, 2022, with Bank of America, as administrative agent and swing line lender, and the lenders referred to therein. The Credit Agreement extends the availability period of the revolving credit facility from October 18, 2027 to March 17, 2031 (the “Maturity Date”); provided that the Credit Agreement is subject to up to two one-year extension options at the request of the Company and with the consent of the lenders. The Credit Agreement also contains an increase option permitting the Company to request up to an aggregate additional $1.0 billion principal amount, as a revolving credit facility (or increase thereof), term loan facility or combination thereof, from lenders that elect to make such increase available, upon the satisfaction of certain conditions.
Borrowings under the Credit Agreement bear interest at the Company’s option as follows: (i) in the case of borrowings denominated in U.S. Dollars, (1) Term SOFR Loans (as defined in the Credit Agreement) bear interest at a variable rate equal to the Term SOFR (as defined in the Credit Agreement) plus a margin of between 69 and 110 basis points (depending on the Company’s long-term debt credit rating); and (2) Base Rate Committed Loans and USD Swing Line Loans (each as defined in the Credit Agreement) bear interest at a variable rate equal to the highest of (a) the Federal funds rate (as published by the Federal Reserve Bank of New York from time to time) plus 0.50%, (b) Bank of America’s prime rate as publicly announced from time to time, (c) Term SOFR (based on a one-month interest period) plus 1.0% and (d) 1.0%, plus, in each case, a margin of between 0 to 10 basis points (depending on the Company’s long-term debt credit rating); and (ii) in the case of borrowings denominated in an Alternative Currency (as defined in the Credit Agreement), Alternative Currency Loans and Alternative Currency Swing Line Loans (each as defined in the Credit Agreement) bear interest at the applicable variable benchmark rate, plus, in each case, a margin of between 69 and 110 basis points (depending on the Company’s long-term debt credit rating). In no event will Term SOFR Loans, Base Rate Committed Loans, Alternative Currency Loans, USD Swing Line Loans or Alternative Currency Swing Line Loans bear interest at a rate lower than 0.0%. In addition, the Company is required to pay a per annum facility fee of between 6 and 15 basis points (depending on the Company’s long-term debt credit rating) based on the aggregate revolving credit commitments under the Credit Agreement, regardless of usage.
Borrowings under the Credit Agreement are prepayable at the Company’s option in whole or in part without premium or penalty. Amounts borrowed under the Credit Agreement may be repaid and reborrowed from time to time prior to the Maturity Date.
The Credit Agreement requires the Company to maintain a Consolidated Net Leverage Ratio (as defined in the Credit Agreement) of 3.75 to 1.00 or less; provided that the maximum Consolidated Net Leverage Ratio will be increased to 4.25 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 $250 million. The Consolidated Net Leverage Ratio will be tested beginning with the fiscal quarter ending March 31, 2026.
The Company’s obligations under the 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 Credit Agreement. The 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 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 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 Credit Agreement immediately due and payable.
In the ordinary course of their respective financial services businesses, certain of the lenders and the other parties to the Credit Agreement and their respective affiliates (as applicable) have engaged, and may in the future engage, in a variety of services, including cash management, investment research and management, commercial banking, hedging, brokerage and advisory or other financial and non-financial activities and services, with the Company and its affiliates for which they have in the past received, and/or may in the future receive, customary compensation and expense reimbursement.
The above description of the Credit Agreement is qualified in its entirety by reference to the Credit Agreement. The Credit Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
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 | Third Amended and Restated Credit Agreement, dated as of March 17, 2026, among Fortive Corporation, Bank of America, N.A., as Administrative Agent and USD Swing Line Lender, Bank of America, N.A. London Branch, as Alternative Currency Swing Line Lender, and the lenders referred to therein. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| FORTIVE CORPORATION | |||
| By: | /s/ Daniel B. Kim | ||
| Name: | Daniel B. Kim | ||
| Title: | Vice President - Associate General Counsel and Secretary | ||
Date: March 20, 2026