UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 19, 2024
ZEBRA TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | |
| Delaware | 000-19406 | 36-2675536 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
|
| 3 Overlook Point, Lincolnshire, Illinois | 60069 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 847-634-6700
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 Symbol | | Name of exchange on which registered |
| Class A Common Stock, par value $.01 per share | | ZBRA | | The NASDAQ Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 March 19, 2024, Zebra Technologies International, LLC (“ZTI”) and Zebra Technologies RSC, LLC (“ZTRSC”), both of which are wholly-owned subsidiaries of Zebra Technologies Corporation (the “Company”), entered into the third amendment (the “Third Amendment”) to that certain Receivables Financing Agreement (the “Financing Agreement”), dated as of December 1, 2017, as previously amended on May 20, 2019 and March 19, 2021, by and among ZTI, as originator and servicer, ZTRSC, as borrower, PNC Bank, National Association (“PNC”), as administrative agent, PNC Capital Markets LLC, as structuring agent, and additional persons from time to time party thereto as lenders and group agents (“Lenders”), pursuant to which the Lenders have agreed to provide financing for ZTRSC’s purchase of certain receivables from ZTI. |
| | | | |
| The Financing Agreement provides ZTRSC with a revolving U.S. trade receivables securitization facility (the “A/R Facility”) in a maximum principal amount of $180 million based on the availability of eligible receivables and other customary factors, and the satisfaction of certain conditions. Under the A/R Facility, ZTI will sell or contribute certain of its U.S. trade receivables to ZTRSC. ZTRSC has pledged those trade receivables to PNC, as administrative agent, for the benefit of the Lenders, to secure ZTRSC’s obligations to repay advances that it obtains from the Lenders under the Financing Agreement. Substantially all of the net proceeds of the advances are expected to be applied towards the purchase of trade receivables by ZTRSC from ZTI. |
| | | | |
| The Company has guaranteed ZTI’s performance of its obligations as servicer and originator under the A/R Facility. If ZTI fails in any manner to perform its obligations under the A/R Facility, then the Company is required to perform (or cause to be performed) those obligations as required under the A/R Facility. |
| | | | |
| The Third Amendment (i) extends the scheduled termination date of the A/R Facility from March 19, 2024 to March 19, 2027, (ii) allows for a potential increase in the available amount the borrower may draw under the A/R Facility through various structural changes to certain calculations of the Borrowing Base (as defined in the Financing Agreement) and (iii) affirmatively incorporates the existing Benchmark Replacement (as defined in the Financing Agreement) to reflect the change in the Interest Rate from LIBOR to SOFR since the setting of LIBOR in June 2023, including integrating further updated guideline language from the Alternative Reference Rates Committee convened by the Federal Reserve Board and the Federal Reserve Bank of New York. The Third Amendment does not modify in any way the Company’s guarantee of ZTI’s performance of its obligations as servicer and originator under the A/R Facility. |
| | | | |
| The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the composite version of the Financing Agreement, including amendments thereto, described above. A copy of the Third Amendment will be filed as an exhibit in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2024. |
| | | | | | | | | | | | | | |
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth above in Item 1.01 is incorporated by reference herein.
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.
| | | | | | | | | | | | | | | | | | | | |
| | | | ZEBRA TECHNOLOGIES CORPORATION |
| | | |
| Date: March 22, 2024 | | | | By: | | /s/ Cristen Kogl |
| | | | | | Cristen Kogl |
| | | | | | Chief Legal Officer, General Counsel & Corporate Secretary |
