| Item 1.01 |
Entry Into a Material Definitive Agreement. |
See the information set forth in Item 2.03, which is incorporated by reference herein.
| Item 1.02 |
Termination of a Material Definitive Agreement. |
See the information set forth in Item 2.03, which is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
Replacing a similar existing credit facility with a remaining term of two years, on April 2, 2026, Dover Corporation (the “Company”) entered into a $1.5 billion five-year unsecured revolving credit facility with a syndicate of twelve banks (the “Lenders”), pursuant to a Credit Agreement dated as of April 2, 2026 (the “Five-Year Credit Agreement”) among the Company, the Lenders, the Issuing Banks party thereto, the Borrowing Subsidiaries party thereto from time to time and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Agent”). The Five-Year Credit Agreement replaced an existing $1 billion five-year unsecured credit facility pursuant to a credit agreement dated as of April 6, 2023 for which JPMorgan Chase Bank, N.A. was administrative agent. The existing credit agreement was terminated by the Company upon execution of the Five-Year Credit Agreement. The Company’s existing 364-day credit agreement expired upon maturity on April 2, 2026.
The Five-Year Credit Agreement is intended to be used primarily as liquidity back-up for the Company’s commercial paper program. Under the terms of the Five-Year Credit Agreement, it may generally be used only for working capital and general corporate purposes of the Company and its subsidiaries. Letters of credit are also available under the Five-Year Credit Agreement, subject to a $250 million subcap and certain other requirements. The currencies available under the Five-Year Credit Agreement are the US Dollar, Euro, Sterling, Canadian Dollar, and Swedish Kronor.
The Lenders’ commitments under the Five-Year Credit Agreement will terminate, and the loans under that Credit Agreement will mature, on April 2, 2031.
If any event of default under the Five-Year Credit Agreement, as described further below, has occurred and is continuing, the Lenders may accelerate and declare all of the Company’s obligations under such Credit Agreement due and payable, may require all outstanding letters of credit under the Five-Year Credit Agreement to be secured by cash collateral, and may terminate the commitments. The Company may ratably reduce from time to time or terminate the Lenders’ commitments under the Five-Year Credit Agreement. Any such termination or reduction of the commitments will be permanent.
Certain subsidiaries of the Company that agree to become parties to the Five-Year Credit Agreement as Borrowing Subsidiaries are also entitled to draw funds under the Five-Year Credit Agreement and have letters of credit issued under the Five-Year Credit Agreement as Borrowing Subsidiaries. The obligations of the Borrowing Subsidiaries in respect of their borrowings are guaranteed by the Company. As of the date hereof, there are no Borrowing Subsidiaries under the Five-Year Credit Agreement.
The Company may elect to have loans under the Five-Year Credit Agreement bear interest at a rate based on a benchmark interest rate (specified for each currency) and, in the case of US Dollars, an alternative base rate based on a prime rate. In each case, a specified applicable margin is added to the rate, ranging from 0.68% to 1.10% based on the credit rating given to the Company’s senior unsecured debt by S&P and Moody’s. The benchmark rates are as follows: for US Dollar loans, SOFR; for Sterling loans, SONIA; for Euro loans, EURIBOR; for Canadian Dollar loans, CORRA; for Swedish Kronor loans, STIBOR. As noted above, the Company may also select an alternative base rate as the base interest for US Dollar loans.
The Company will also pay a facility fee with a rate ranging from 0.070% to 0.150% under the Five-Year Credit Agreement on the total amount of the commitments, set on the basis of the rating accorded the Company’s senior unsecured debt by S&P and Moody’s.
If the Agent determines that (a) the benchmark rate used to set the interest rate applicable to any loan is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining such loans and such circumstances are unlikely to be temporary, (b) the supervisor for the administrator of the applicable benchmark rate has made a public statement that the administrator of the applicable benchmark rate is insolvent (and there is no