8-KMaterial AgreementsFinancial EventsExhibits & Filings

Palo Alto Networks Inc 8-K Report, Material Agreement (Apr 19, 2023)

Filed April 19, 2023For Securities:PANW

Summary

Palo Alto Networks, Inc. (PANW) has entered into a new Credit Agreement establishing an unsecured revolving loan facility with an initial principal amount of $400.0 million, which can be expanded up to $750.0 million with additional commitments. This facility, maturing on April 13, 2028, is intended for general corporate purposes and allows for flexible borrowing and repayment. The agreement includes provisions for commitment fees and interest rates that are tied to the Company's leverage ratio, with potential adjustments linked to sustainability targets for greenhouse gas emissions reduction.

Key Highlights

  • 1Establishment of a $400.0 million unsecured revolving credit facility, with the option to increase to $750.0 million.
  • 2The facility matures on April 13, 2028, providing a five-year term for financial flexibility.
  • 3Proceeds are designated for general corporate purposes, indicating broad strategic and operational funding capability.
  • 4Interest rates and commitment fees are variable, dependent on Palo Alto Networks' leverage ratio.
  • 5Inclusion of sustainability-linked adjustments to commitment fees and interest rates, incentivizing environmental performance.
  • 6Specific financial covenants include maintaining a leverage ratio not to exceed 3.50:1.00 (or 4.00:1.00 post-acquisition) and an interest coverage ratio of at least 3.00:1.00.
  • 7The agreement contains standard covenants, representations, warranties, and events of default, common for such credit facilities.

Frequently Asked Questions

The Credit Agreement establishes an unsecured revolving loan facility primarily for Palo Alto Networks' general corporate purposes and those of its subsidiaries. This provides the company with financial flexibility for operations, investments, or other strategic initiatives.

The facility has an initial aggregate principal amount of $400.0 million. However, the Company has the option to arrange for additional commitments from existing or new lenders, potentially increasing the total aggregate amount to up to $750.0 million.

Yes, the agreement includes sustainability targets related to greenhouse gas emissions reductions. The commitment fees and interest rates can be adjusted (up or down) based on whether the Company achieves or fails to achieve these specified targets, introducing a financial incentive for environmental performance.

Palo Alto Networks must maintain a leverage ratio not to exceed 3.50 to 1.00 as of the last day of each fiscal quarter (starting July 31, 2023), which can increase to 4.00 to 1.00 following a material acquisition. Additionally, the company must maintain an interest coverage ratio of at least 3.00 to 1.00 as of the last day of each fiscal quarter.