TRACTOR SUPPLY CO /DE/: entering into a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a filer, financial statements and exhibits (Form 8-K)

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Section 1.01 Entering into a Material Definitive Agreement.

Senior credit facility

On September 30, 2022, Tractor Supply Company (the “Company”) has entered into a credit agreement, by and between the Company, as borrower, certain lenders, and
Wells Fargo Bank, National Association, as Administrative Agent (the “New Credit Agreement”). The credit facility provided under the New Credit Agreement (the “Senior Credit Facility”) replaces the Company’s existing senior credit facilities. The proceeds of borrowing under the senior credit facility were used to repay the existing senior credit facilities.

The material terms of the Senior Credit Facility are as follows:

Availablity

The Senior Credit Facility consists of a revolving credit facility with a maximum principal amount of $1.2 billion (with a sublimit of $50 million for swingline loans and a sub-limit of $150 million for letters of credit). In addition, the Company has the option to increase the revolving credit facility or establish term loans for an amount not exceeding $500 million in the aggregate, subject to, among other things, the receipt of commitments for the increased amount. The senior credit facility is unsecured and has a term of five years with two options to request the lenders to extend the maturity date of the notes held by each lender by one year.

Principal, interest and costs

The principal balance outstanding under the revolving credit facility is payable in full at maturity.

Borrowings under the Revolving Credit Facility will bear interest either at the bank’s base rate plus an additional margin ranging from 0.000% to 0.250%, or at an adjusted secured overnight rate (as adjusted , “SOFR”) plus an additional margin ranging from 0.750% to 1.250% to be determined based on the Company’s long-term senior unsecured uncredit-enhanced debt rating by Standard & Poor’s Rating Services and Moody’s Investor Service, Inc. in effect from time to time. The applicable initial margin for base rate loans is 0.000% and the applicable initial margin for SOFR loans is 1.000%.

The Senior Credit Facility provides a floor of 0.000% against the bank’s base rate and SOFR. The Company will also have to pay a commitment fee ranging from 0.080% to 0.150% per annum for unused capacity. The Company expects to continue to manage its exposure to interest rate volatility through an existing interest rate swap agreement.

Some alliances

The Senior Credit Facility requires the Company to satisfy certain financial tests, including:

•a fixed cost coverage ratio of at least 2.00 to 1.00; and

•a leverage ratio less than or equal to 4.00 to 1.00.

In addition, the Senior Credit Facility contains certain covenants which, among other things, limit additional indebtedness of its subsidiaries, liens, transactions with affiliated companies, asset disposals, mergers and consolidations, and other matters usually restricted in such agreements. These covenants are subject to certain specified exceptions.

Event of default

The Senior Credit Facility contains customary events of default, including, but not limited to, defaults in payment, breach of representations and warranties, defaults in covenants, cross-defaults to certain other material indebtedness in excess of specified amounts, certain bankruptcy and insolvency, certain ERISA events and judgments exceeding specified amounts. If an event of default should occur and continue under the Senior Credit Facility, all of the principal outstanding thereunder, together with all accrued and unpaid interest and other amounts due thereunder, can be declared immediately due and payable.

The foregoing description of the Senior Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the credit agreement constituting the Senior Credit Facility, which is attached hereto as Schedule 10.1 .

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Note the purchase and private shelf agreement

On September 30, 2022the Company has entered into a Third Amendment to the Note Purchase and Private Storage Agreement (the “Amendment”) by and between the Company,
PGIM, Inc. (“Prudential”) and other Noteholders who amend this Note Purchase and Private Storage Agreement as of August 14, 2017 by and between the Company, Prudential and the bondholders parties thereto, as amended by this First Amendment to the Bond Purchase and Private Storage Agreement, dated October 16, 2020and as amended by this Second Amendment to the Ticket Purchase Agreement and Private Storage Agreement dated November 4, 2020 (collectively, as amended by the Amendment, the “Ticket Purchase Facility”). The Amendment modifies certain provisions of the Note Purchase Facility, under which the Company may issue and sell, and Prudential may consider, in its sole discretion, the purchase of, in connection with a transaction or a series of transactions, additional senior unsecured notes of the Company (the “Unavailable Notes”), in an aggregate principal amount of up to $150 million under the ticket purchase facility. Preliminary Notes may be issued by November 4, 2023unless either party terminates this right to issue.

Some alliances

The Note Purchase Facility requires the Company to satisfy certain financial tests, including:

•a fixed cost coverage ratio of at least 2.00 to 1.00; and

•a leverage ratio less than or equal to 4.00 to 1.00.

In addition, the Note Purchase Facility contains certain covenants which, among other things, limit additional indebtedness of its subsidiaries, liens, transactions with affiliated companies, asset transfers, mergers and consolidations, and other matters usually restricted in such agreements. These covenants are subject to certain specified exceptions.

Event of Default

The Note Purchase Facility contains customary events of default, including, but not limited to, defaults in payment, breach of representations and warranties, defaults of covenants, cross-defaults to certain other material debts exceeding specified amounts, certain bankruptcy and insolvency, certain ERISA events and judgments exceeding specified amounts. Should an event of default occur and continue under the Note Purchase Facility, each Noteholder is entitled to declare the full principal amount outstanding for each Note held by him, together with any accrued and unpaid interest, any amount of set-off and other amounts due thereunder, may be declared immediately due and payable.

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, which is attached hereto as Schedule 10.2.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set out in point 1.01 above is incorporated by reference in this point 2.03 below.

Item 9.01 Financial statements and supporting documents.

(d) Parts:

10.1 Credit Agreement, dated September 30, 2022by and among Tractor Supply Companyas Borrower, certain lenders, and Wells Fargo Bank, National Associationas an administrative agent.

10.2 Amendment to the Securities Purchase and Private Storage Agreement, dated September 30, 2022by and among Tractor Supply Company, PGIM, Inc. and other Noteholders.

104 The cover page of this current report on Form 8-K, formatted in Inline XBRL.

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