Trimble Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Industrial Machinery/Components
Industrials
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): July 29, 2024
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Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed on a Current Report 8-K filed by Trimble Inc. (the “Company”) on May 22, 2024, the Company obtained a Consent and Waiver (the “First Consent and Waiver”) relating to the Credit Agreement, dated March 24, 2022, as amended (the “Credit Agreement”). Under the First Consent and Waiver, the Lenders party to the Credit Agreement and the Administrative Agent agreed to extend to August 12, 2024 the Company’s deadline to deliver the Financial Deliverables (the “Financial Reporting Deadline”) for the fiscal quarter ending March 29, 2024 and to waive any Default or Event of Default resulting solely from the non-delivery of the Financial Deliverables with respect to the fiscal quarter ending March 29, 2024 on or prior to the original deadline set forth in the Credit Agreement (where capitalized terms, if not defined herein, are as defined in the Credit Agreement).
On July 29, 2024, the Company obtained a second Consent and Waiver (the “Second Consent and Waiver”) relating to the Credit Agreement. Under the Second Consent and Waiver, the Lenders and the Administrative Agent agreed to extend the Financial Reporting Deadline to October 11, 2024 for the fiscal quarters ending March 29, 2024 and June 28, 2024 and to waive any Default or Event of Default resulting solely from the non-delivery of the Financial Deliverables with respect to the fiscal quarter ending June 28, 2024 on or prior to the original deadline set forth in the Credit Agreement. In addition, the Lenders and the Administrative Agent agreed to extend to August 27, 2024 the Company’s deadline to deliver the Sustainability Pricing Certificate for the calendar year ending December 31, 2023.
The foregoing description of the Second Consent and Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Consent and Waiver, a copy of which is attached hereto as Exhibit 10.1.
The Company and Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm, are still in the process of completing an assessment of the impacts of the previously disclosed additional material weakness in internal control over financial reporting identified by EY subsequent to the filing of the Company’s Form 10-K for 2023. As of today, all parties continue to work diligently to complete the assessment and to file the Company’s Forms 10-Q for the first and second quarters of 2024 as soon as practicable.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exh. No. | Description | |||||||
| 10.1 | ||||||||
| 104 | The cover page from this Report on Form 8-K, formatted in Inline XBRL | |||||||
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.
| TRIMBLE INC. | |||||||||||
| a Delaware corporation | |||||||||||
| Dated: July 31, 2024 | By: | /s/ David G. Barnes | |||||||||
| David G. Barnes | |||||||||||
| Chief Financial Officer | |||||||||||