Home Therapy fund FORTIVE CORP: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

FORTIVE CORP: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

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Item 1.01. Conclusion of a significant definitive agreement

Revolving credit agreement

On October 18, 2022 (the “Closing Date”), Fortive Corporationa Delaware
company (the “Company”), has entered into a second amended and restated credit agreement with Bank of America, North America. (“Bank of America“), as administrative agent and lender of the line of credit, and a syndicate of lenders from time to time forming part thereof, which provides for a 5-year revolving credit facility in an aggregate principal amount not to exceed $2.0 billion, which includes a multi-currency borrowing feature (the “Revolving Credit Agreement”). As of the closing date, the Company has not borrowed any funds under the revolving credit agreement.

The Revolving Credit Agreement amends and restates the Company’s existing Amended and Restated Credit Agreement, dated November 30, 2018 (as amended prior to the closing date), with Bank of America, as administrative agent and online lender, and the lenders referred to. The Revolving Credit Agreement extends the period of availability of the Revolving Credit Facility by
November 30, 2023 at October 18, 2027 (the due date ” ); provided that the Revolving Credit Agreement is subject to a maximum of two one-year extension options at the request of the Company and with the consent of the lenders. The Revolving Credit Agreement also contains an increase option allowing the Company to request up to an additional total $1.0 billion principal amount, in the form of a revolving credit facility (or increase thereof), a term loan facility or a combination thereof, from lenders who elect to make such increase available, subject to fulfillment of certain conditions.

Borrowings under the Revolving Credit Agreement bear interest, at the Company’s option, as follows: (i) in the case of borrowings denominated in WE Dollars, (1) Term SOFR Loans (as defined in the Revolving Credit Agreement) bear interest at a variable rate equal to the Term SOFR (as defined in the Revolving Credit Agreement) plus a margin of between 68.5 and 110 basis points (based on the Company’s long-term debt credit rating); and (2) USD Base Rate Commitment Loans and Swing Line Loans (each as defined in the Revolving Credit Agreement) bear interest at a floating rate equal to the greater of (a) the federal funds rate (as published by the Federal Reserve Bank of New York from time to time) plus 1/2 of 1.0%, (b) Bank of America’s prime rate publicly announced from time to time, (c) forward SOFR (based on an interest period of one months) plus 1.0% and (d) 1.0% plus, in each case, a margin of between 0 and 10 basis points (depending on the credit rating of the Company’s long-term debt) ; and (ii) in the case of Alternative Currency Denominated Borrowings (as defined in the Revolving Credit Agreement), Alternative Currency Loans and Alternative Currency FX Line Loans (each as defined in the Revolving Credit Agreement). revolving credit) bear interest at the applicable floating reference rate. plus, in each case, a margin of between 68.5 and 110 basis points (depending on the credit rating of the Company’s long-term debt). Under no circumstances will Term SOFR Loans, Base Rate Commitment Loans, Alternate Currency Loans, USD Swing Line Loans or Alternate Currency Swing Line Loans bear interest at a rate less than 0.0 %. In addition, the Company is required to pay annual credit charges of between 6.5 and 15 basis points (depending on the credit rating of the Company’s long-term debt) depending on all credit commitments revolving under the Revolving Credit Agreement, regardless of usage.

In addition, the Company will receive an interest rate adjustment of up to 0.04% and a credit charge adjustment of up to 0.01%, in each case, under the revolving credit agreement based on its sustainability performance for the fiscal year in reducing the Company’s total carbon emissions (measured in metric tons of CO2eq), compared to the baseline established for each fiscal year ending on and after December 31, 2023.

Borrowings under the revolving credit agreement are repayable at the Company’s option, in whole or in part, without premium or penalty. Amounts borrowed under the Revolving Credit Agreement may be repaid and reborrowed from time to time prior to the maturity date.

The Revolving Credit Agreement requires the Company to maintain a Consolidated Net Leverage Ratio (as defined in the Revolving Credit Agreement) of 3.50 to 1.00 or less; provided that the maximum consolidated net leverage ratio is increased to 4.00 to 1.00 for the four consecutive complete fiscal quarters immediately following the completion of any acquisition by the Company or any subsidiary of the Company during which the price of purchase exceeds $250 million. The consolidated net leverage ratio will be tested from the fiscal quarter ending December 31, 2022.

The Company’s obligations under the Revolving Credit Agreement are unsecured. The Company has unconditionally and irrevocably guaranteed the obligations of each of its subsidiaries in the event that a subsidiary is appointed co-borrower under the Revolving Credit Agreement. The Revolving Credit Agreement contains customary representations, warranties, conditions precedent, events of default, indemnities and positive and negative covenants, including covenants which, among other things, restrict the Company’s ability

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and some of its subsidiaries to: incur privileges; incur debts; make restricted payments; sell or otherwise dispose of the assets of the Company or any subsidiary; enter into certain mergers or consolidations; and use the proceeds of borrowings under the Credit Agreement for purposes other than those permitted. These clauses are subject to a number of important exceptions and reservations. Certain changes of control over the Company would constitute an event of default under the Revolving Credit Agreement. Upon the occurrence and for the duration of an Event of Default, the Lenders may terminate any unfunded covenant and immediately declare due and payable the outstanding advances and all other obligations under the Revolving Credit Agreement.

Term credit agreement

On the closing date, the Company entered into a term loan agreement with Bank of America, as administrative agent, and a syndicate of lenders from time to time therein, which provides for a term loan facility at deferred drawing of 364 days in an aggregate principal amount of $1.0 billion (the “Term Credit Agreement”). As of the closing date, the Company has not borrowed any funds under the term credit agreement. Subject to certain customary conditions, the Company may draw funds under the Term Credit Agreement, in a single advance, no later than December 15, 2022 (the date of such draw, the “Funding Date”). Funds under the Term Facility Agreement, if drawn, will be used by the Company to refinance all or part of the $1.0 billion a principal amount outstanding under the Company’s existing term credit agreement, expiring on December 15, 2022and/or to finance the working capital and general needs of the Company and its subsidiaries.

Repayment of the Principal Borrowed, all interest accrued thereon and other amounts payable, in each case, under the Term Facility Agreement shall be due no later than 364 days after the Funding Date.

Borrowings under the Term Credit Agreement bear interest at the option of the Company as follows: (1) SOFR Term Loans (as defined in the Term Credit Agreement) bear interest at a floating rate equal to the SOFR at Term (as defined in the Term Credit Agreement) plus a margin of between 82.5 and 107.5 basis points (depending on the credit rating of the Company’s long-term debt); and (2) the Prime Rate Loans (as defined in the Term Credit Agreement) bear interest at a floating rate equal to the greater of (a) the Federal Funds Rate (as published by the Federal Reserve Bank of New York from time to time) plus 1/2 of 1.0%, (b) Bank of America’s prime rate publicly announced from time to time, (c) forward SOFR (based on an interest period of one months) plus 1.0% and (d) 1.0% plus, in each case, a margin of between 0 and 7.5 basis points (depending on the credit rating of the Company’s long-term debt) . Under no circumstances will SOFR Term Loans or Base Rate Commitment Loans bear interest at less than 0.0%. In addition, the Company will pay to each lender under the Term Credit Agreement a listing fee equal to 0.10% of the maximum daily aggregate amount of such lender’s commitments under the Term Credit Agreement, ending on the earlier of the following dates: the financing date or the termination of the commitments under the term credit agreement. The listing commission begins to accrue on the closing date.

Borrowings under the Term Credit Agreement are repayable at the Company’s option, in whole or in part, without premium or penalty. Amounts borrowed under the Term Credit Agreement cannot be re-borrowed once repaid.

The Term Credit Agreement requires the Company to maintain a Consolidated Net Leverage Ratio (as defined in the Term Credit Agreement) of 3.50 to 1.00 or less; provided that the maximum consolidated net leverage ratio is increased from 4.00 to 1.00 for the four consecutive complete fiscal quarters immediately following the completion of any acquisition by the Company or any subsidiary of the Company during which the price of purchase exceeds $250 million. The consolidated net leverage ratio will be tested from the fiscal quarter ending December 31, 2022.

The obligations of the Company under the term credit agreement are unsecured. The Term Credit Agreement contains representations, warranties, . . .

Section 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

(d)  Exhibits

Exhibit Number         Exhibit Description

     10.1                Second Amended and Restated Credit Agreement, dated as of
                       October 18, 2022, 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.

     10.2                364-Day Term Loan Credit Agreement, dated as of October 18,
                       2022, among Fortive Corporation, Bank of America, N.A., as
                       Administrative Agent, and the lenders referred to therein.

     104               Cover Page Interacive Data File (embedded within the inline
                       XBRL document)

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