Vontier Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 12, 2025, Vontier Corporation, a Delaware corporation (“Vontier”), and certain of its subsidiaries entered into (1) an amendment (the “Term Loan Amendment”) to that certain Term Loan Agreement, dated as of October 28, 2022 (the “Existing Term Loan Agreement”), by and among Vontier, the lenders party thereto and Bank of America, N.A., as Agent for a syndicate of lenders, and (2) a second amendment and restatement (the “Second A&R Credit Agreement”) of that certain Amended and Restated Credit Agreement, dated as of April 28, 2021 (the “Existing Credit Agreement” and, together with the Existing Term Loan Agreement, the “Existing Credit Agreements”), by and among Vontier, certain of its subsidiaries, the lenders party thereto and Bank of America, N.A., as L/C Issuer and Swing Line Lender and Agent for a syndicate of lenders.
Term Loan Facility
The Term Loan Amendment amends the Existing Term Loan Agreement to consist of a three-year, $500 million senior unsecured term loan facility (the “Term Loan Facility”). Loans under the Term Loan Facility bear interest, at Vontier’s option, at the following variable per annum rates: (A) Term SOFR (as defined in the Term Loan Amendment) for the chosen interest period plus a margin of between 0.875% and 1.500%, depending on Vontier’s long-term debt credit rating; and (B) Base Rate (as defined in the Term Loan Amendment) plus a margin of between 0% and 0.500%, depending on Vontier’s long-term debt credit rating. The Term Loan Amendment extends the maturity date for the Term Loan Facility to February 12, 2028.
Revolving Credit Facility
The Second A&R Credit Agreement consists of a five-year, $750 million senior unsecured, multi-currency revolving credit facility, including a $25 million sublimit for swingline loans and a $75 million sublimit for the issuance of letters of credit (the “Revolving Credit Facility”). Loans under the Revolving Credit Facility bear interest, at Vontier’s option, at the following variable per annum rates: (A) Term SOFR (as defined in the Second A&R Credit Agreement) for the chosen interest period plus a margin of between 1.015% and 1.575%, depending on Vontier’s long-term debt credit rating; and (B) Base Rate (as defined in the Term Loan Amendment) plus a margin of between 0.015% and 0.575%, depending on Vontier’s long-term debt credit rating. The Second A&R Credit Agreement extends the maturity date for the Revolving Credit Facility to February 12, 2030.
Except as disclosed in this Current Report on Form 8-K, all other material provisions of the Existing Credit Agreements remain unchanged.
The above descriptions of the Term Loan Amendment and the Second A&R Credit Agreement are qualified in their entirety by reference to the Term Loan Amendment and the Second A&R Credit Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and 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 No. |
Description | |
| 10.1 | First Amendment to Term Loan Agreement, dated as of February 12, 2025, by and among Vontier Corporation, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto | |
| 10.2 | Second Amended and Restated Credit Agreement, dated as of February 12, 2025, by and among Vontier Corporation and certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the other Lenders party thereto | |
| 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.
| VONTIER CORPORATION | ||||||
| Date: February 13, 2025 |
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By: | /s/ Courtney Kamlet | |||
| Name: | Courtney Kamlet | |||||
| Title: | Vice President - Chief Governance and ESG Disclosure Officer | |||||