Palo Alto Networks Inc 8-K, filed Apr 19, 2023

Palo Alto Networks Inc (PANW)

8-K 2023-04-19 For: 2023-04-13

View Original

Added on April 10, 2026

About this 8-K

Palo Alto Networks Inc filed this 8-K on April 19, 2023, reporting on events of April 13, 2023.

Items reported

Item 1.01: Entered into a material agreement
Item 2.03: New debt or off-balance-sheet obligation
Item 9.01: Financial statements and exhibits

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Delaware	001-35594	20-2530195
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


Exhibit No.			Description of Exhibit
10.1			Credit Agreement dated as of April 13, 2023 among Palo Alto Networks, Inc., the lenders party hereto and Wells Fargo Bank, National Association, as administrative agent
104			Cover Page Interactive Data File (formatted as Inline XBRL)


			PALO ALTO NETWORKS, INC.

By:			/s/ DIPAK GOLECHHA
			Dipak Golechha
			Chief Financial Officer


		Page

ARTICLE I	Definitions	5
SECTION 1.01.	Defined Terms	5
SECTION 1.02.	Classification of Loans and Borrowings	33
SECTION 1.03.	Terms Generally	33
SECTION 1.04.	Accounting Terms; GAAP; Pro Forma Calculations	34
SECTION 1.05.	Status of Obligations	35
SECTION 1.06.	Times of Day	35
SECTION 1.07.	Interest Rate	35
SECTION 1.08.	Divisions	35
SECTION 1.09.	Sustainability Adjustments	36
ARTICLE II	The Credits	39
SECTION 2.01.	Commitments	39
SECTION 2.02.	Loans and Borrowings	39
SECTION 2.03.	Requests for Revolving Borrowings	39
SECTION 2.04.	Administrative Agent’s Clawback	40
SECTION 2.05.	Notice and Manner of Conversion or Continuation of Loans	40
SECTION 2.06.	Termination and Reduction of Commitments	41
SECTION 2.07.	Repayment of Loans; Evidence of Indebtedness	41
SECTION 2.08.	Prepayment of Loans	42
SECTION 2.09.	Fees	42
SECTION 2.10.	Interest	43
SECTION 2.11.	Changed Circumstances	44
SECTION 2.12.	Increased Costs	46
SECTION 2.13.	Break Funding Payments	47
SECTION 2.14.	Taxes	47
SECTION 2.15.	Manner of Payment; Pro Rata Treatment; Sharing of Payments	51
SECTION 2.16.	Mitigation Obligations; Replacement of Lenders	52
SECTION 2.17.	Increase Option	53
SECTION 2.18.	Defaulting Lenders	54
ARTICLE III	Representations and Warranties	56
SECTION 3.01.	Organization; Powers; Subsidiaries	56
SECTION 3.02.	Authorization; Enforceability	56
SECTION 3.03.	Governmental Approvals; No Conflicts	56


SECTION 3.04.	Financial Condition; No Material Adverse Change	57
SECTION 3.05.	Properties	57
SECTION 3.06.	Litigation, Environmental and Labor Matters	57
SECTION 3.07.	Compliance with Laws and Agreements	58
SECTION 3.08.	Investment Company Status	58
SECTION 3.09.	Taxes	58
SECTION 3.10.	ERISA	58
SECTION 3.11.	Disclosure	58
SECTION 3.12.	Federal Reserve Regulations	59
SECTION 3.13.	Liens	59
SECTION 3.14.	No Default	59
SECTION 3.15.	Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions	59
SECTION 3.16.	Sustainability-Related Information	59
ARTICLE IV	Conditions	60
SECTION 4.01.	Effective Date	60
SECTION 4.02.	Each Credit Event	61
ARTICLE V	Affirmative Covenants	62
SECTION 5.01.	Financial Statements and Other Information	62
SECTION 5.02.	Notices of Material Events	63
SECTION 5.03.	Existence; Conduct of Business	63
SECTION 5.04.	Payment of Obligations	63
SECTION 5.05.	Maintenance of Properties; Insurance	64
SECTION 5.06.	Books and Records; Inspection Rights	64
SECTION 5.07.	Compliance with Laws and Material Contractual Obligations	64
SECTION 5.08.	Use of Proceeds	65
SECTION 5.09.	Subsidiary Guaranty	65
SECTION 5.10.	Sustainability-Related Information	65
ARTICLE VI	Negative Covenants	67
SECTION 6.01.	Subsidiary Indebtedness	67
SECTION 6.02.	Liens	68
SECTION 6.03.	[Reserved]	70
SECTION 6.04.	Fundamental Changes	70
SECTION 6.05.	Investments, Loans, Advances, Guarantees and Acquisitions	71
SECTION 6.06.	Swap Agreements	72
SECTION 6.07.	Transactions with Affiliates	72
SECTION 6.08.	Restricted Payments	73
SECTION 6.09.	Restrictive Agreements	73


SECTION 6.10.	Financial Covenants	74
ARTICLE VII	Events of Default	75
ARTICLE VIII	The Administrative Agent	78
SECTION 8.01.	Appointment and Authority	78
SECTION 8.02.	Rights as a Lender	78
SECTION 8.03.	Exculpatory Provisions	78
SECTION 8.04.	Reliance by the Administrative Agent	80
SECTION 8.05.	Delegation of Duties	80
SECTION 8.06.	Resignation of Administrative Agent and Sustainability Structuring Agent	80
SECTION 8.07.	Non-Reliance on Administrative Agent, Sustainability Structuring Agent and Other Lenders	82
SECTION 8.08.	No Other Duties, Etc	83
SECTION 8.09.	Guaranty Matters	83
SECTION 8.10.	Certain ERISA Matters	83
SECTION 8.11.	Erroneous Payments	84
ARTICLE IX	Miscellaneous	87
SECTION 9.01.	Notices	87
SECTION 9.02.	Waivers; Amendments	89
SECTION 9.03.	Expenses; Indemnity; Damage Waiver	90
SECTION 9.04.	Successors and Assigns	92
SECTION 9.05.	Survival	96
SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	96
SECTION 9.07.	Severability	97
SECTION 9.08.	Right of Setoff	97
SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	97
SECTION 9.10.	WAIVER OF JURY TRIAL	98
SECTION 9.11.	Headings	98
SECTION 9.12.	Confidentiality	98
SECTION 9.13.	USA PATRIOT Act; Anti-Money Laundering Laws	100
SECTION 9.14.	Releases of Subsidiary Guarantors	100
SECTION 9.15.	Interest Rate Limitation	101
SECTION 9.16.	No Advisory or Fiduciary Responsibility	101
SECTION 9.17.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	102
SECTION 9.18.	Reversal of Payments; Term of Agreement	103


	Leverage Ratio:	Term SOFR Spread	Base Rate Spread	Commitment Fee Rate
Category 1:	< 0.50 to 1.00	1.00%	0.00%	0.090%
Category 2:	≥ 0.50 to 1.00 but < 1.50 to 1.00	1.125%	0.125%	0.110%
Category 3:	≥ 1.50 to 1.00 but < 2.50 to 1.00	1.250%	0.250%	0.125%
Category 4:	≥ 2.50 to 1.00	1.375%	0.375%	0.150%


PALO ALTO NETWORKS, INC.
By:			/s/ Dipak Golechha
			Name: Dipak Golechha
			Title: Chief Financial Officer


WELLS FARGO BANK, N.A., as a Lender and as Administrative Agent
By:			/s/ Christopher Shafto
			Name: Christopher Shafto
			Title: Director


CITIBANK, N.A., as a Lender
By:			/s/ Susan Olsen
			Name: Susan Olsen
			Title: Vice President


GOLDMAN SACHS BANK USA, as a Lender
By:			/s/ Rebecca Kratz
			Name: Rebecca Kratz
			Title: Authorized Signatory


HSBC BANK USA N.A., as a Lender
By:			/s/ Michael P. Righi
			Name: Michael P. Righi
			Title: Managing Director


JPMorgan Chase Bank, N.A., as a Lender
By:			/s/ Timothy D. Lee
			Name: Timothy D. Lee
			Title: Executive Director


MORGAN STANLEY BANK, N.A., as a Lender
By:			/s/ Michael King
			Name: Michael King
			Title: Authorized Signatory


ROYAL BANK OF CANADA, as a Lender
By:			/s/ Harsh Grewal
			Name: Harsh Grewal
			Title: Authorized Signatory


LENDER			COMMITMENT
Wells Fargo Bank, National Association			$100,000,000
Citibank, N.A.			$100,000,000
Goldman Sachs Bank USA			$40,000,000
HSBC Bank NA			$40,000,000
JPMorgan Chase Bank, N.A.			$40,000,000
Morgan Stanley Bank, N.A.			$40,000,000
Royal Bank of Canada			$40,000,000
AGGREGATE COMMITMENT			$400,000,000


Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/ Loans Assigned	Percentage Assigned of Commitment/Loans2
$	$	%
$	$	%
$	$	%


ASSIGNOR [NAME OF ASSIGNOR]
By:
			Title:


ASSIGNEE [NAME OF ASSIGNEE]
By:
			Title:


Consented to and Accepted: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:
			Title:


WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent
By:
			Name:
			Title:


Acknowledged and Agreed as of the date first written above: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:
			Name:
			Title:


Very truly yours, PALO ALTO NETWORKS, INC., as the Borrower
By:
			Name:
			Title:


1.	Leverage Ratio
	(a)	Indebtedness for Borrowed Money
		(i) the outstanding principal amount of indebtedness for borrowed money (whether or not evidenced by bonds, debentures, notes or similar instruments)	$______________
		(ii) Capital Lease Obligations1	$______________
		(iii) unpaid reimbursement obligations with respect to drawn letters of credit and banker’s acceptances issued for the account of such Person (to the extent not already cash collateralized)	$______________

		(iv) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of any other Person of the kinds referred to in clause (i), (ii) or (iii) above	$______________
		(v) all Indebtedness of the types referred to in clauses (i) through (iv) above of any partnership in which any Loan Party or any subsidiary is a general partner, except to the extent that Indebtedness is expressly made non-recourse to such Person	$______________
		(vi) Indebtedness for Borrowed Money [Sum of (i) + (ii) + (iii) + (iv) + (v)]	$______________
	(b)	Consolidated Adjusted EBITDA
		(i) Consolidated Net Income	$______________
		(ii) Consolidated Interest Charges	$______________
		(iii) federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries (including, without limitation, any franchise taxes or other taxes based on income, profits or capital and all other taxes that are included in the provision for income tax line item on the consolidated income statement of the Borrower and its Subsidiaries)	$______________
		(iv) depreciation and amortization expense including amortization of intangibles (including, but not limited to, goodwill)	$______________


		(v) increases in deferred or unearned revenue or substantially equivalent items for such period (net of any increases in deferred costs (which deferred costs, for avoidance of doubt, do not include deferred commissions, capitalized costs to acquire revenue contracts or substantially equivalent items)	$______________
		(vi) all non-cash expenses, losses or charges (other than any such non- cash expenses, losses or charges that represent an accrual or reserve for future cash expenses, losses or charges or that relate to the write-down of current assets), including, without limitation, non-cash stock based employee compensation expenses and non-cash expenses, losses or charges in connection with (A) “goodwill impairment losses” under FASB Statement 142, (B) unrealized losses resulting from mark-to-market accounting in respect of Swap Agreements and (C) unrealized losses on equity investments	$______________
		(vii) any transition, integration and similar fees, charges and expenses related to Material Acquisitions or Material Dispositions incurred within the first twelve (12) months of the consummation of such Material Acquisition or Material Disposition	$______________
		(viii) restructuring, integration or similar expenses, charges or reserves2	$______________
		(ix) any extraordinary expenses, unusual or non-recurring charges or losses	$______________
		(x) any extraordinary gains (less all fees and expenses related thereto)	$______________
		(xi) any decreases in deferred or unearned revenue or substantially equivalent items for such period (net of any decreases in deferred costs (which deferred costs, for avoidance of doubt, do not include deferred commissions, capitalized costs to acquire revenue contracts or substantially equivalent items) for such period)	$______________
		(xii) all non-cash income or gains for such period including, without limitation, unrealized gains resulting from mark-to-market accounting in respect of Swap Agreements and unrealized gains on equity investments	$______________
		(xiii) Consolidated Adjusted EBITDA [Sum of (i) + (ii) + (iii) + (iv) + (v) + (vi) + (vii) + (viii) + (ix) - (x) – (xi) – (xii)]	$______________
	(c)	Consolidated Leverage Ratio [(a)(vi)/(b)(xiii)]	________:1:00
2	Interest Coverage Ratio
	(a)	Consolidated Adjusted EBITDA [1(b)(xiii) above]	$______________
	(b)	Consolidated Interest Charges


	(i) all interest, premium payments, amortization of debt discount, fees, charges and related expenses in connection with Indebtedness (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP	$______________
	(ii) the portion of rent expense under capitalized or finance leases that is treated as interest in accordance with GAAP	$______________
	(iii) the implied interest component of Synthetic Lease Obligations	$______________
	(iv) Consolidated Interest Charges [Sum of (i) + (ii) + (iii)]	$______________
(c)	Consolidated Interest Coverage Ratio [(a)/(b)(iv)]	:1.00