Item 1.01 Entry into a Material Definitive Agreement
Third Supplemental Indenture
On June 7, 2018, Trimble Inc. (Trimble) entered into an Underwriting Agreement (the Underwriting Agreement) with
J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Merrill, Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein (the Underwriters), pursuant to which Trimble
agreed to issue and sell to the Underwriters $300 million aggregate principal amount of 4.150% Senior Notes due 2023 (the 2023 Notes) and $600 million aggregate principal amount of 4.900% Senior Notes due 2028 (the 2028
Notes and together with the 2023 Notes, the Notes).
On June 15, 2018, Trimble completed the offering of the Notes.
In connection with the closing of the Notes offering, Trimble entered into the Third Supplemental Indenture, between Trimble and U.S.
Bank National Association, as trustee (the Trustee), dated as of June 15, 2018 (the Third Supplemental Indenture), to the indenture, between Trimble and the Trustee, dated as of October 30, 2014 (the Base
Indenture), as supplemented by the first supplemental indenture, dated as of November 24, 2014 (the First Supplemental Indenture), and the second supplemental indenture, dated as of October 1, 2016 (the Second
Supplemental Indenture, and, together with the Base Indenture, the First Supplemental Indenture, and the Third Supplemental Indenture, the Indenture).
The 2023 Notes mature on June 15, 2023 and accrue interest at a rate of 4.150% per annum, payable semiannually in arrears in cash on
June 15 and December 15 of each year, beginning on December 15, 2018. The interest rate is subject to an interest rate adjustment upon the occurrence of certain credit rating events as described in the Indenture.
The 2028 Notes mature on June 15, 2028 and accrue interest at a rate of 4.900% per annum, payable semiannually in arrears in cash on
June 15 and December 15 of each year, beginning on December 15, 2018. The interest rate is subject to an interest rate adjustment upon the occurrence of certain credit rating events as described in the Indenture.
On April 23, 2018, Trimble entered into an Agreement and Plan of Merger (the Merger Agreement), by and among Trimble,
Jefferson Merger Sub Inc., a wholly-owned subsidiary of Trimble (Merger Sub), Waterfall Holdings, Inc. (Waterfall) and Bain Capital Private Equity, LP, solely in its capacity as representative, pursuant to which Trimble will
acquire Viewpoint, Inc. (Viewpoint), the operating company and an indirect wholly-owned subsidiary of Waterfall (the Viewpoint Acquisition). Trimble intends to use a portion of the net proceeds from this offering of the Notes
to repay the indebtedness outstanding under its 2018 interim credit facility. The remaining proceeds of the offering, together with the borrowings under Trimbles new term loan facility and additional borrowings under Trimbles other
credit facilities, will be used to fund the cash consideration and other amounts payable under the Merger Agreement, which includes the repayment of outstanding indebtedness of Viewpoint, and to pay fees and expenses associated with the foregoing.
Pending the full application of the net proceeds of this offering of the Notes, Trimble may elect to temporarily repay amounts outstanding under its new revolving facility and its uncommitted facilities. The offering of the Notes is not contingent
on the consummation of the Viewpoint Acquisition. If the Viewpoint Acquisition is not consummated, Trimble intends to use the net proceeds from the offering of the 2028 Notes for general corporate purposes and will redeem the 2023 Notes as described
below.
If the Viewpoint Acquisition is not consummated on or prior to August 23, 2018 (the
termination date of the Merger Agreement), or if the Merger Agreement is terminated at any time prior to such date other than as a result of consummating the Viewpoint Acquisition, then Trimble will be required to redeem all of the
outstanding 2023 Notes at a redemption price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest on such notes to, but not including, the special mandatory redemption date. The special mandatory
redemption date will be the date that is 10 business days following any special mandatory redemption event and will be specified in the notice of special mandatory redemption sent to holders of the 2023 Notes.
Prior to May 15, 2023, Trimble may redeem the 2023 Notes at its option at any time or from time to time, in whole or in part, at a
make-whole redemption price, plus accrued and unpaid interest thereon to, but excluding, the redemption date, subject to the rights of 2023 Note holders to receive interest due on the relevant interest payment date. On or after
May 15, 2023, Trimble may redeem the 2023 Notes at any time or from time to time, in whole or in part, at 100% of the aggregate principal amount of the 2023 Notes to be redeemed, plus accrued and unpaid interest thereon.
Prior to March 15, 2028, Trimble may redeem the 2028 Notes at its option at any time or from time to time, in whole or in part, at a
make-whole redemption price, plus accrued and unpaid interest thereon to, but excluding, the redemption date, subject to the rights of 2028 Note holders to receive interest due on the relevant interest payment date. On or after
March 15, 2028, Trimble may redeem the 2028 Notes at any time or from time to time, in whole or in part, at 100% of the aggregate principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest thereon.
In the event of a change of control triggering event, each holder of the Notes will have the right to require Trimble to purchase for cash all
or a portion of such holders Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest. The Indenture contains covenants limiting Trimbles ability to create certain liens, enter into
sale and lease-back transactions, and consolidate or merge with or into, or convey, transfer or lease all or substantially all of Trimbles properties and assets to, another person, each subject to certain exceptions.
The Notes were offered and sold pursuant to Trimbles shelf-registration statement on Form
S-3
(Registration
No. 333-224166)
under the Securities Act of 1933, as amended. Trimble has filed with the Securities and Exchange Commission (the SEC) a prospectus supplement, dated June 7,
2018, together with the accompanying prospectus, dated April 5, 2018, relating to the offer and sale of the Notes.
In connection
with the offering of Notes, the following exhibits are filed herewith in order to be incorporated by reference into the Registration Statement: the Third Supplemental Indenture, the form of 2023 Note, the form of 2028 Note and the opinion of counsel
with respect to the validity of the Notes, each of which is hereby incorporated by reference and attached to this Current Report on Form
8-K
as exhibits 4.1, 4.2, 4.3 and 5.1, respectively.
For a complete description of the terms and conditions of the Third Supplemental Indenture and the Notes, please refer to the Third
Supplemental Indenture, the form of 2023 Note and the form of 2028 Note filed herewith.