Form 8-K ZEBRA TECHNOLOGIES CORP For: Dec 06

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 6, 2016

 

 

ZEBRA TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		000-19406		36-2675536
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3 Overlook Point, Lincolnshire, Illinois				60069
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: 847-634-6700

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13c-4(c))

 

 

 

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Item 1.01. Entry into a Material Definitive Agreement

On December 6, 2016, Zebra Technologies Corporation (the “Company”) entered into a second Refinancing Amendment (the “Amendment”), that amended the Credit Agreement, dated as of October 27, 2014 (the “Credit Agreement”) as amended by the First Amendment dated as of June 2, 2016, by and among the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as revolving facility administrative agent, and Morgan Stanley Senior Funding, Inc., as term loan administrative agent and collateral agent. The Amendment, among other things, (1) reduced the interest rate (a) for Eurocurrency Loans that are term loans from 3.25% plus the London interbank offered rate (“LIBOR”) to 2.50% plus LIBOR and retained the LIBOR “floor” of 0.75% for Eurocurrency Loans that are term loans, and (b) for alternate base rate loans that are term loans from (x) 2.25% plus an alternate base rate (the “ABR”) determined by reference to the highest of (i) the federal funds effective rate plus 0.50%, (ii) the rate that The Wall Street Journal from time to time publishes as the “U.S. Prime Rate,” (iii) the London interbank offered rate for U.S. dollars (for a one-month interest period), which will at all times account for statutory reserves, plus 1.00% and (iv) 1.75%, to (y) 1.50% plus the ABR; and (2) added a prepayment premium equal to 1% of the aggregate principal amount of term loans prepaid or repriced on or prior to June 6, 2017 in connection with any refinancing or repricing of term loans resulting in a lower effective all-in yield, subject to certain customary exceptions. The term loan maturity date of October 27, 2021 remains unchanged, and the other terms of the Credit Agreement remain substantially unchanged.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment. A copy of the Amendment will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following Exhibit is being furnished herewith:

 

Exhibit Number		Description of Exhibits
99.1		Registrant’s Press Release dated December 7, 2016

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				ZEBRA TECHNOLOGIES CORPORATION
Date: December 12, 2016				By:		/s/ Jim L. Kaput
						Jim L. Kaput
						Senior Vice President and General Counsel

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EXHIBIT INDEX

 

Exhibit Number		Description of Exhibits
99.1		Registrant’s Press Release dated December 7, 2016

		3  Overlook Point Lincolnshire, IL 60069 USA T: +1 847 634 6700 F: +1 847 913 8766 www.zebra.com		Exhibit 99.1

Zebra Technologies Announces Repricing of $1.7 Billion Term Loan

Lincolnshire, Ill., Dec. 7, 2016 — Zebra Technologies Corporation (NASDAQ: ZBRA), a global leader in providing solutions and services that give enterprises real-time visibility into their operations, announced that effective Dec. 6 it has successfully repriced its $1.7 billion term loan.

Under the amended term loan, the interest rate has been reduced by 75 basis points to LIBOR + 2.50% (LIBOR floor of 0.75% is unchanged), from LIBOR + 3.25%, which is expected to generate annualized interest expense savings of approximately $13 million based on the current principal balance outstanding. As previously communicated, the company expects to continue to reduce the principal balance prior to the October 27, 2021 maturity date.

For the fourth quarter of 2016, the company expects to incur approximately $1 million of accelerated amortization of debt issuance cost and discount, as well as approximately $1 million of repricing transaction fees. The company also expects interest expense savings of approximately $1 million in the quarter due to the repricing.

Forward-looking Statement

This press release contains forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation, the statements regarding the company’s outlook. Actual results may differ from those expressed or implied in the company’s forward-looking statements.

This press release contains forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation, the statements regarding the company’s outlook. Actual results may differ from those expressed or implied in the company’s forward-looking statements. These statements represent estimates only as of the date they were made. Zebra undertakes no obligation, other than as may be required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this release.

These forward-looking statements are based on current expectations, forecasts and assumptions and are subject to the risks and uncertainties inherent in Zebra’s industry, market conditions, general domestic and international economic conditions, and other factors. These factors include customer acceptance of Zebra’s hardware and software products and competitors’ product offerings, and the potential effects of technological changes. The continued uncertainty over future global economic conditions, the availability of credit and capital markets volatility may have adverse effects on Zebra, its suppliers and its customers. In addition, a disruption in our ability to obtain products from vendors as a result of supply chain constraints, natural disasters or other circumstances could restrict sales and negatively affect customer relationships. Profits and profitability will be affected by Zebra’s ability to control manufacturing and operating costs. Because of its debt, interest rates and financial market conditions will also have an impact on results. Foreign exchange rates will have an effect on financial results because of the large percentage of our international sales. The outcome of litigation in which Zebra may be involved is another factor. The success of integrating acquisitions, including the Enterprise business, could also affect profitability,

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reported results and the company’s competitive position in it industry. These and other factors could have an adverse effect on Zebra’s sales, gross profit margins and results of operations and increase the volatility of our financial results. When used in this release and documents referenced, the words “anticipate,” “believe,” “outlook,” and “expect” and similar expressions, as they relate to the company or its management, are intended to identify such forward-looking statements, but are not the exclusive means of identifying these statements. Descriptions of the risks, uncertainties and other factors that could affect the company’s future operations and results can be found in Zebra’s filings with the Securities and Exchange Commission, including the company’s most recent Form 10-K.

About Zebra Technologies

With the unparalleled visibility Zebra (NASDAQ: ZBRA) provides, enterprises become as smart and connected as the world we live in. Real-time information – gleaned from visionary solutions including hardware, software and services – give organizations the competitive edge they need to simplify operations, know more about their businesses and customers, and empower their mobile workers to succeed in today’s data-centric world. For more information, visit www.zebra.com or sign up for our news alerts. Follow us on LinkedIn, Twitter and Facebook.

Contacts

 

Investors		Media
Michael Steele, CFA, IRC		Therese Van Ryne
Vice President, Investor Relations		Director, Global Public Relations
+ 1 847 793 6707		+ 1 847 370 2317
[email protected]		[email protected]

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