Rockwell Automation Inc. filed SEC Form 8-K: Creation of a Direct Financial Obligation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 19, 2025 (
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INFORMATION TO BE INCLUDED IN THE REPORT
| Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth under “Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” of this Current Report on Form 8-K 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. |
On May 16, 2025, Rockwell Automation, Inc. (the “Company”) entered into a $500,000,000 senior unsecured 364-day term loan credit agreement with the Banks listed therein, Bank of America, N.A., as Administrative Agent, U.S. Bank National Association, as Syndication Agent, and The Toronto-Dominion Bank, New York Branch and Wells Fargo Bank, National Association, as Documentation Agents (the “Agreement”). On May 16, 2025, the Banks advanced loans under the Agreement in the amount of $500,000,000. Borrowings under the Agreement mature on, or at the option of the Company, before, May 15, 2026. The Agreement is in addition to the Company’s existing $1,500,000,000 Five-Year Credit Agreement dated June 29, 2022, which remains outstanding and undrawn.
The proceeds of the borrowings under the Agreement will be used for general corporate purposes.
Borrowings under the Agreement will bear interest at rates equal to, (1) for each base rate loan, the sum of the base rate plus the applicable base rate margin, and (2) for each term SOFR loan, the sum of the term secured overnight funding rate (SOFR) applicable to the interest period plus the applicable term SOFR margin, provided, that, if the term SOFR is less than zero, such rate will be deemed zero. The base rate equals, for any day, the highest of (a) the federal funds rate plus 1/2 of 1%, (b) the Bank of America prime rate, and (c) term SOFR plus 1%; provided, that, if the base rate is less than zero, such rate will be deemed zero. The applicable base rate margin and the applicable term SOFR rate margin will be determined based on the ratings of the Company’s senior unsecured long-term debt securities. The base rate margins for a given credit rating level range from 0.000% to 0.250% as specified for that credit rating level. The term SOFR margins range from 1.000% to 1.250% as specified for that credit rating level.
The Agreement contains, among other things, conditions precedent, covenants, representations and warranties and events of default customary for facilities of this type. Such covenants restrict certain incurrence of secured indebtedness, mergers, consolidations and sales of assets and sale and lease-back transactions, subject to certain exceptions. The Agreement also includes a covenant under which the Company would be in default if its ratio of Consolidated EBITDA to Consolidated Interest Expense (as such terms are defined in the Agreement) for any period of four consecutive quarters is less than 3.00 to 1.00. The Agreement does not restrict the Company’s ability to pay dividends.
Under certain conditions, the indebtedness under the Agreement may be accelerated. Bankruptcy and insolvency events with respect to the Company will result in automatic acceleration of the indebtedness under the Agreement. Subject to notice and cure periods in certain cases, other events of default under the Agreement will result in acceleration of the
indebtedness under the Agreement at the option of the majority of the lenders. Such other events of default include failure to pay any principal when due, failure to comply with covenants, breach of representations or warranties in any material respect, non-payment or acceleration of other material debt of the Company and its subsidiaries or a change of control of the Company.
The foregoing summary of the Agreement does not purport to be a complete description of the terms and conditions of the Agreement and is qualified by the full text of the Agreement attached as Exhibit 99, which is incorporated herein by reference. The Agreement has been attached to provide investors with more complete information regarding the terms and conditions of the Agreement, and it is not intended to be a source of factual, business or operational information about the Company.
From time to time, the Company and the lenders under the Agreement (or affiliates of the lenders) may engage in other transactions, including arrangements under which a lender or an affiliate of the lender participates in interest rate swap or hedging arrangements with the Company, effects repurchases of shares of the Company’s common stock, serves as agent or placement agent for or purchaser of commercial paper or underwriter or purchaser of other debt issued by the Company, provides cash management, financial advisory, corporate trust, investment banking or commercial banking services to the Company, provides lines of credit to the Company or its affiliates or manages the Company’s pension fund assets.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 99 | $500,000,000 364-Day Term Loan Agreement dated as of May 16, 2025, among the Company, the Banks listed on the signature pages thereto, Bank of America, N.A., as Administrative Agent, U.S. Bank National Association, as Syndication Agent, and The Toronto-Dominion Bank, New York Branch and Wells Fargo Bank, National Association, as Documentation Agents. | |
| 104 | Cover Page Interactive Data File, formatted in 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 hereunto duly authorized.
| ROCKWELL AUTOMATION, INC. | ||
| (Registrant) | ||
| By | /s/ Rebecca W. House | |
| Rebecca W. House | ||
| Senior Vice President, Chief People and Legal Officer and Secretary | ||
Date: May 19, 2025
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99 | $500,000,000 364-Day Term Loan Agreement dated as of May 16, 2025, among the Company, the Banks listed on the signature pages thereto, Bank of America, N.A., as Administrative Agent, U.S. Bank National Association, as Syndication Agent, and The Toronto-Dominion Bank, New York Branch and Wells Fargo Bank, National Association, as Documentation Agents. | |
| 104 | Cover Page Interactive Data File, formatted in inline XBRL. | |