Polaris Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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Industrial Specialties
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On June 27, 2025, Polaris Inc. ("Polaris") entered into an amendment (the "Amendment") to its existing credit facility with U.S. Bank National Association, as administrative agent, and the lenders party thereto, dated as of July 2, 2018 (as amended from time to time prior to the date hereof, the "Existing Credit Agreement" and as amended by the Amendment, the "Amended Credit Agreement"). The Amendment amends the Existing Credit Agreement to, among other things: (i) extend the maturity date of the incremental term loan to June 26, 2026; (ii) modify the financial covenants in the Existing Credit Agreement for each quarter ending June 30, 2025 through and including June 30, 2026 (or such earlier date as designated by Polaris) (the "Covenant Relief Period"); (iii) limit Polaris during the Covenant Relief Period from repurchasing shares, paying dividends other than regular quarterly dividends (subject to a cap) and certain other exceptions and the amount of debt certain subsidiaries of Polaris may incur; and (iv) impose a requirement during the Covenant Relief Period that if Polaris fails to maintain an investment grade rating with at least two rating agencies, Polaris and certain of its domestic subsidiaries shall grant liens on substantially all of their domestic personal property (subject to customary exceptions).
The Amended Credit Agreement continues to be subject to various covenants and events of default generally consistent with the Existing Credit Agreement.
The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K 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 included in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On June 27, 2025, Polaris prepaid in full all $350.0 million aggregate principal amount of its outstanding senior notes due 2028 with proceeds of revolving loans under the senior credit facilities.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |||||||
| Amendment No. 9 dated as of June 27, 2025 to Fourth Amended and Restated Credit Agreement dated as of July 2, 2018, by and among Polaris Inc., certain of its affiliates listed on the signature pages thereto, the lenders listed on the signature pages thereto and U.S. Bank National Association, as administrative agent. | ||||||||
| Press Release dated July 2, 2025 of Polaris Inc. | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
SIGNATURE
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 thereunto duly authorized.
| Date: | July 2, 2025 | |||||||
| POLARIS INC. | ||||||||
| /s/ Robert P. Mack | ||||||||
| Robert P. Mack | ||||||||
| Chief Financial Officer | ||||||||