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): August 5, 2021
Vontier Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
001-39483 | 84-2783455 | |
(Commission File Number) | (IRS Employer Identification No.) | |
5438 Wade Park Boulevard, Suite 600 Raleigh, NC | 27607 | |
(Address of Principal Executive Offices) | (Zip Code) |
(984) 275-6000
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
Common stock, $0.0001 par value | VNT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On August 5, 2021 (the “Closing Date”), Vontier Corporation, a Delaware corporation (“Vontier”), and certain of its subsidiaries, entered into a Term Loan Agreement (the “Credit Agreement”) with a syndicate of lenders.
The Credit Agreement consists of a two-year, $600 million senior unsecured delayed draw term loan facility (the “Term Loan Facility”).
Borrowings under the Term Loan Facility bear interest as follows: (A) Eurodollar Rate Loans (as defined in the Credit Agreement) bear interest at a variable rate equal to the London inter-bank offered rate plus a per annum margin of between 75 basis points and 87.5 basis points, depending on Vontier’s long-term debt credit rating; and (B) Base Rate Loans (as defined in the Credit Agreement) bear interest at a variable rate equal to (a) the highest of (i) the Federal Funds Rate (as published by the Federal Reserve Bank of New York from time to time) plus 1/2 of 1%, (ii) Bank of America’s “prime rate” as publicly announced from time to time and (iii) the Eurodollar Rate (as defined in the Credit Agreement) plus 1%, plus (b) a per annum margin of zero percent. The Credit Agreement also addresses the discontinuation of LIBOR and its impact on US dollar loans.
Two of Vontier’s wholly-owned subsidiaries are guarantors of Vontier’s obligations under the Term Loan Facility.
The above description of the Credit Agreement is qualified in its entirety by reference to the Credit Agreement. A copy of the Credit Agreement is filed as Exhibit 10.1 hereto 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 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 | Description | |
10.1 | Term Loan Agreement, dated as of August 5, 2021, by and among Vontier Corporation, Bank of America, N.A., as Administrative Agent, 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: August 5, 2021 | By: | /s/ Courtney Kamlet | ||||||
Name: | Courtney Kamlet | |||||||
Title: | Vice President, Associate General Counsel and Corporate Secretary |