Brady Corporation

06/18/2026 | Press release | Distributed by Public on 06/18/2026 11:53

Material Agreement, Financial Obligation, Termination of Material Agreement (Form 8-K)

Item 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 12, 2026, in connection with its pending acquisition of Honeywell International Inc.'s Productivity Solutions and Services business ("PSS"), Brady Corporation (the "Company") and certain of its subsidiaries entered into a Credit Agreement (the "Credit Agreement") with a group of lenders party thereto, BMO Bank N.A., as administrative agent, swing line lender and letter of credit issuer, and Bank of America, N.A., as syndication agent and letter of credit issuer. BMO Capital Markets Corp., BofA Securities, Inc., CIBC Bank USA, PNC Capital Markets LLC, and Wells Fargo Bank, National Association acted as joint lead arrangers and joint bookrunners. The Credit Agreement provides for an aggregate principal amount of $1.0 billion, consisting of a $500 million term loan facility and a $500 million revolving credit facility. The Credit Agreement replaced and terminated the Company's previous credit agreement, which had been entered into on August 1, 2019. On June 12, 2026, outstanding revolving loans under the previous credit agreement totaling €13.0 million were exchanged for revolving loans under the Credit Agreement, and all other outstanding obligations thereunder were repaid in full.
Under the Credit Agreement, which has a final maturity date of June 12, 2031 for both the term loan and revolving credit facilities, the Company has the option to select either a base interest rate (based upon the highest of (i) the federal funds rate plus one-half of 1%, (ii) the prime rate of BMO Bank N.A., or (iii) the one-month Term SOFR rate plus 1%, plus a margin based on the Company's consolidated net leverage ratio) or a term benchmark or risk-free interest rate (based on, as applicable, Term SOFR, Adjusted EURIBO, Adjusted TIBO, Adjusted Term CORRA, BBSY, or Daily Simple SONIA, plus a margin based on the Company's consolidated net leverage ratio).
The term loan is subject to quarterly amortization payments of 1.25% of the original principal amount made on the closing date of the PSS acquisition, commencing on the last business day of the fiscal quarter occurring at least three months following such closing date, with the remaining balance payable on the maturity date. Borrowings under the revolving credit facility may be denominated in Dollars, Euros, Sterling, Australian Dollars, Japanese Yen, or Canadian Dollars, and the facility provides for a letter of credit sublimit of $100 million and a swing line sublimit of $100 million. Total availability under the revolving credit facility is capped at $300 million prior to the closing of the PSS acquisition and expands to the full $500 million commitment thereafter. Additionally, the Credit Agreement contains an incremental facility feature permitting the Company to request an increase to the revolving commitments or add one or more additional tranches of term loans by up to $550 million, plus an unlimited additional amount subject to compliance with a pro forma consolidated net leverage ratio not to exceed 2.50 to 1.00.
The Credit Agreement is guaranteed by certain of the Company's material domestic subsidiaries and contains various customary covenants, including a maximum consolidated net leverage ratio of 3.50 to 1.00, which shall temporarily be increased to up to 4.00 to 1.00 for the four computation periods ending after the closing of the PSS acquisition, and a minimum consolidated interest coverage ratio of 3.00 to 1.00. A commitment fee is payable on the unused or undrawn amounts of the credit facilities. The Company intends to use borrowings under the Credit Agreement to finance the PSS acquisition, pay related transaction costs, and fund capital expenditures, working capital and other general corporate purposes.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
The information set forth above under Item 1.01 is incorporated herein by reference.
Item 2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information set forth above under Item 1.01 is incorporated herein by reference.
Brady Corporation published this content on June 18, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 18, 2026 at 17:53 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]