Trimble enters $500 million unsecured term loan facility

Trimble Inc. entered into a Term Loan Credit Agreement on October 2, 2026, establishing an unsecured delayed draw term loan facility with an aggregate principal amount of $500.0 million. Bank of America, N.A. serves as the administrative agent for the lenders party to the agreement, which was disclosed in a Form 8-K filed with the U.S. Securities and Exchange Commission.

No term loans have been borrowed under the facility as of the filing date. The company may draw down the funds in up to four tranches on or prior to January 29, 2027. Any undrawn commitments will automatically and permanently terminate after that date, and amounts borrowed that are repaid or prepaid cannot be reborrowed. The term loans mature two years after the initial borrowing date, at which point all outstanding principal and accrued interest must be repaid.

Proceeds from the facility may be used for general corporate purposes by Trimble and its subsidiaries. The agreement allows for prepayment of term loans and permanent reduction of unutilized commitments without penalty or premium, subject to customary interest breakage costs for term SOFR loans.

Trimble will pay a ticking fee on the daily amount of undrawn commitments, accruing from December 1, 2026, until the commitments terminate. This fee ranges from 0.075% to 0.275% per annum, depending on the company's credit rating or leverage ratio, whichever results in more favorable pricing. The company is also obligated to pay customary closing, arrangement, and administration fees.

Interest on borrowings will accrue at either an alternate base rate or a term SOFR rate, at the company's option. The alternate base rate is defined as the greatest of the prime rate, the federal funds rate plus 0.50%, or a one-month term SOFR rate plus 1.00%, in each case plus a margin ranging from 0.00% to 0.750%. Alternatively, borrowings may bear interest at a term SOFR rate based on one- or three-month periods, plus a margin between 0.875% and 1.750%. The applicable margin is determined by the company's credit rating or leverage ratio as of its most recently ended fiscal quarter.

Interest is payable quarterly in arrears for alternate base rate loans and at the end of the applicable interest period for term SOFR loans, at least every three months. The agreement includes customary affirmative and negative covenants, including restrictions on creating liens and subsidiary indebtedness, and requires the maintenance of a maximum leverage ratio.

Events of default include non-payment, covenant breaches, inaccuracy of representations, cross defaults to other indebtedness, bankruptcy, insolvency, material judgments, and changes of control. If principal is not paid when due, interest accrues at an increased rate. Lenders may accelerate obligations upon an event of default, with acceleration occurring automatically in cases of bankruptcy or insolvency involving the company.