Item 1.01 - Entry into a Material Definitive Agreement
On
Concurrently with entering into the Credit Agreement, Workday prepaid the term
loan under the Original Credit Agreement in an aggregate principal amount of
Pursuant to the terms of the Credit Agreement, revolving loans may be borrowed,
repaid and reborrowed until
As of
Revolving loans under the Credit Agreement will bear interest, at Workday's
option, at a rate equal to (a) either (i) a floating rate per annum equal to the
base rate plus a margin of from 0.000% to 0.500% depending on Workday's
Consolidated Leverage Ratio (as defined in the Credit Agreement) or (ii) the
applicable one-month secured overnight financing rate ("SOFR"), plus a margin of
from 0.875% to 1.500%, depending on Workday's Consolidated Leverage Ratio, or
(b) if so elected by Workday, either (i) a floating rate per annum equal to the
base rate plus a margin of from 0.000% to 0.250% depending on Workday's senior
unsecured long-term debt rating as determined by
In the Credit Agreement, base rate is defined as the greatest of (i) Bank of
America's prime rate, (ii) the federal funds rate plus 0.50% or (iii) the
applicable SOFR for a period of one month (but not less than zero) plus 1.00%.
Loans based on the base rate shall be made only to domestic borrowers and
denominated in
Loans may be denominated in
Under the Credit Agreement, Workday will pay to the Administrative Agent for the account of each revolving lender a commitment fee on a quarterly basis based on amounts committed but unused under the revolving facility of from (i) 0.090% to 0.225% per annum, depending on Workday's Consolidated Leverage Ratio or (ii) if Workday has elected to use the Debt Ratings-based rates, 0.070% to 0.175% per annum, depending on Workday's Debt Rating. Workday is also obligated under the Credit Agreement to pay the Administrative Agent fees customary for credit facilities of these sizes and types.
The Credit Agreement contains customary representations, warranties, and affirmative and negative covenants, including a financial covenant, events of default, and indemnification provisions in favor of the lenders. The negative covenants include restrictions on the incurrence of liens and indebtedness, certain merger transactions and other matters, all subject to certain exceptions. The financial covenant, based on a quarterly financial test, requires Workday not to exceed a maximum leverage ratio of 3.50:1.00, subject to a step-up to 4.50:1.00 at the election of Workday for a certain period following an Acquisition (as defined in the Credit Agreement), as more fully described in the Credit Agreement.
The Credit Agreement includes customary events of default that, include among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control and certain material ERISA events. The occurrence of an event of default could result in the acceleration of the obligations under the Credit Agreement.
The Administrative Agent and the Lenders, and certain of their respective affiliates, have provided, and in the future may provide, financial, banking and related services to Workday. These parties have received, and in the future may receive, compensation from Workday for these services.
The foregoing summary and description of the provisions 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 with this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02 - Termination of a Material Definitive Agreement
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 10.1 Credit Agreement, dated as ofApril 6, 2022 , among Workday, certain subsidiaries of Workday,Bank of America, N.A .,Wells Fargo Bank, National Association , and the other L/C Issuers and Lenders party thereto 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
© Edgar Online, source