Mettler Toledo International Inc.

01/15/2025 | Press release | Distributed by Public on 01/15/2025 14:50

Financial Obligation Form 8 K

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On January 9, 2025, Mettler-Toledo International Inc. (the "Company") entered into a Note Purchase Agreement with the accredited institutional investors named therein (the "Agreement"). Pursuant to the Agreement, the Company issued and sold, in a private placement, €100 million aggregate principal amount of its 3.80% Series 2025-A Senior Notes due July 9, 2035 (the "Notes") on January 9, 2025.
The Notes bear interest at a fixed rate of 3.80% and mature on July 9, 2035. Interest is payable semi-annually on January 9 and July 9 of each year, beginning on July 9, 2025.
The Company may at any time prepay the Notes, in whole or in part, at a price equal to: 100% of the principal amount thereof; plus accrued and unpaid interest; plus, in some instances, a "make-whole" prepayment premium and a swap related currency loss. In the event of a change in control (as defined in the Agreement) of the Company, the Company may be required to offer to prepay the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.
The Agreement contains customary affirmative and negative covenants for agreements of this type including, among others, limitations on the Company and its subsidiaries with respect to incurrence of liens and priority indebtedness, disposition of assets, mergers, and transactions with affiliates. The Agreement also requires the Company to maintain (i) a ratio of net funded indebtedness to EBITDA of 3.5 to 1.0 or less, except in certain circumstances and (ii) an interest coverage ratio of 3.0 to 1.0 or greater. The Agreement has several events of default, with customary grace periods, as applicable.
The Notes are senior unsecured obligations of the Company. The Company may use the proceeds from the sale of Notes to refinance existing indebtedness and for other general corporate purposes.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.