Business Context and Reporting Period
Company: Rockwell Automation, Inc.
Filing Type: Form 8-K (Current Report)
Event Date: November 18, 2025
Report Date: November 21, 2025
Context: The Company entered into a new material definitive agreement to replace its existing credit facility.
Key Financial Metrics and Obligations
- New Credit Facility: $1,500,000,000 five-year unsecured revolving credit agreement.
- Expansion Option: Option to increase commitments by up to $750,000,000 subject to conditions.
- Extension Option: Two options to extend the maturity date by one additional year, subject to lender discretion.
- Interest Rates:
- Base Rate Loans: Base rate + margin (0.0% to 0.125% based on credit rating).
- Adjusted Term SOFR Loans: Adjusted term SOFR + margin (0.695% to 1.125% based on credit rating).
- Financial Covenant: Consolidated EBITDA to Consolidated Interest Expense ratio must not be less than 3.00 to 1.00 for any four consecutive quarters.
- Dividend Policy: The agreement does not restrict the Company's ability to pay dividends.
Material Changes Versus Prior Period
- Termination of Old Agreement: The new agreement replaces the $1,500,000,000 Five-Year Credit Agreement dated June 29, 2022.
- Early Termination: The Old Agreement was terminated early concurrently with the new agreement; no early termination penalties were incurred.
- Covenant Consistency: Conditions precedent, covenants, representations, warranties, and events of default are substantially the same as the Old Agreement.
Outlook, Risks, and Contingencies
- Use of Proceeds: Borrowings will be used for general corporate purposes.
- Events of Default: Include bankruptcy, insolvency, failure to pay principal, covenant breaches, breach of representations, non-payment of other material debt, and change of control.
- Acceleration: Bankruptcy and insolvency result in automatic termination and acceleration. Other defaults allow lenders to terminate and accelerate at their option.
- Lender Relationships: Lenders may engage in other transactions with the Company, including hedging, share repurchases, and investment banking services.
Investor Verification Checklist
- Verify the Company's current credit rating to determine the applicable interest rate margins (0.0%–0.125% for base rate; 0.695%–1.125% for SOFR).
- Confirm the Company's current Consolidated EBITDA to Consolidated Interest Expense ratio to ensure compliance with the 3.00 to 1.00 covenant.
- Review the full text of the Credit Agreement (Exhibit 99) for specific definitions of "Consolidated EBITDA" and "Consolidated Interest Expense."
- Monitor for any future announcements regarding the exercise of the $750 million expansion option or maturity extension options.