03/16/2026 | Press release | Distributed by Public on 03/16/2026 15:29
Item 1.01 Entry into a Material Definitive Agreement.
On March 16, 2026, Oshkosh Corporation (the "Company") entered into a Fourth Amended and Restated Credit Agreement (the "Credit Agreement") among the Company, the various lenders and letter of credit issuers party thereto, and Bank of America, N.A., as administrative agent (the "Agent"). The Credit Agreement replaced the Company's existing Third Amended and Restated Credit Agreement, dated as of March 23, 2022 (as amended, supplemented or otherwise modified prior to the date of the Credit Agreement, the "Existing Credit Agreement"), among the Company, the various lenders and letter of credit issuers party thereto, and Bank of America, N.A., as administrative agent, which provided for an unsecured revolving credit facility in an aggregate principal amount of up to $1.55 billion.
The Credit Agreement provides for an unsecured revolving credit facility that matures in March 2031 with an initial maximum aggregate amount of availability of $1.6 billion. The Company may increase the aggregate amount of the credit facilities under the Credit Agreement from time to time by an aggregate amount of up to $800 million, provided that certain conditions are satisfied, including that the Company is not in default under the Credit Agreement at the time of the increase and that the Company obtains the consent of the lenders participating in the increase. Such increases may be in the form of increases in the existing revolving commitments under the Credit Agreement, the addition of term loan commitments under the Credit Agreement (the terms and conditions of which would be agreed upon with the lenders agreeing to make such term loans at the time of the increase), increases in any such term loan commitments or a combination of any such increases or additional commitments.
Borrowings under the Credit Agreement bear interest at a variable rate equal to:
·for dollar-denominated revolving loans only, at the Company's election, (a) Term SOFR (the forward-looking secured overnight financing rate) plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied, or (b) the base rate (which is the highest of (x) Bank of America, N.A.'s prime rate, (y) the federal funds rate plus 0.50% or (z) the sum of 1.00% plus one-month Term SOFR) plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied;
· for revolving loans denominated in foreign currencies for which a daily rate will apply, (a) for such loans denominated in pounds sterling only, SONIA (the sterling overnight index average reference rate) plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied, or (b) for such loans denominated in other foreign currencies, a designated daily rate per annum plus any adjustment, each as determined by the Agent, the revolving lenders and the Company, plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied; or
· for revolving loans denominated in foreign currencies for which a forward-looking term rate will apply during the applicable interest period selected by the Company, (a) for such loans denominated in euros, Japanese yen, Australian dollars or Canadian dollars, respectively, EURIBOR, TIBOR, BBSY or Term CORRA (subject, in the case of Term CORRA, to standard adjustments), respectively, in each case plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied, or (b) for such loans denominated in other foreign currencies, a designated term rate per annum plus any adjustment, each as determined by the Agent, the revolving lenders and the Company, plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied.
The Company must also pay (i) an unused commitment fee ranging from 0.080% to 0.200% per annum of the actual daily unused portion of the aggregate revolving credit commitments under the Credit Agreement and (ii) a fee ranging from 0.4375% to 1.5000% per annum of the maximum amount available to be drawn for each letter of credit issued and outstanding under the Credit Agreement.
The Credit Agreement contains various restrictions and covenants, including a requirement that the Company maintain a leverage ratio at certain levels (as detailed below), subject to certain exceptions, restrictions on the ability of the Company and certain of its subsidiaries to consolidate or merge, create liens, incur additional subsidiary indebtedness and consummate acquisitions and a restriction on the disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole.