NetApp, Inc. (NASDAQ:NTAP) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Revolving Credit Facility

On December 12, 2016, NetApp, Inc., a Delaware corporation (the
Company), entered into a senior unsecured credit agreement (the
Credit Agreement), with the lenders from time to time party
thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank
of America, N.A. and Wells Fargo Bank, National Association, as
co-syndication agents, and The Bank of Tokyo-Mitsubishi UFJ, Ltd.
and Citibank, N.A., as co-documentation agents.The Credit
Agreement provides for a $600 million revolving unsecured credit
facility, with a sublimit of $50 million available for the
issuance of letters of credit on the Companys or its subsidiaries
behalf.The facility matures on December 12, 2021, with an option
for the Company to extend the maturity date for two additional
1-year periods, subject to certain conditions.The proceeds of the
loans may be used by the Company for general corporate purposes
and as liquidity support for its commercial paper program
discussed below. As of December 12, 2016, no borrowings or
letters of credit were outstanding under this facility.

Revolving loans accrue interest at a base rate or, at the
Companys option, an adjusted LIBO rate (based on one, two, three
or six-month interest periods) plus, in each case, a spread based
on the ratings of the Companys senior, unsecured, long-term
indebtedness by Moodys Investors Service, Inc. and Standard Poors
Rating Services.The spread ranges from 0% to 0.30% for base rate
loans and 0.795% to 1.30% for LIBO rate loans.The base rate means
the highest of JPMorgan Chase Bank, N.A.s prime rate, the federal
funds rate plus a margin equal to 0.50% and the adjusted LIBO
rate for a 1-month interest period plus a margin equal to
1.00%.Revolving loans may be borrowed in U.S. dollars or other
agreed currencies.Interest on the revolving loans is payable
quarterly in arrears with respect to borrowings based on the base
rate and at the end of an interest period in the case of
borrowings based on the adjusted LIBO rate (or at each three
month interval if the interest period is longer than three
months).The Company may borrow, prepay without premium or
penalty, and reborrow revolving loans, subject to certain
conditions.The principal amount of outstanding revolving loans,
together with accrued and unpaid interest, is due on the maturity
date.The Company is also obligated to pay other customary fees
for a credit facility of this size and type.

The Companys obligations under the Credit Agreement will be
guaranteed by its domestic subsidiaries meeting certain
materiality thresholds.As of the closing date, there were no
guarantors.

The Credit Agreement requires the Company not to exceed a maximum
leverage ratio and to maintain a minimum interest coverage
ratio.Additionally, the Credit Agreement contains customary
affirmative and negative covenants, including covenants limiting
the ability of the Company and its subsidiaries to, among other
things, incur indebtedness at the subsidiary level, grant liens,
sell all or substantially all of its assets, effect certain
mergers, liquidate or dissolve, and enter into transactions with
affiliates, in each case subject to customary exceptions for a
credit facility of this size and type.

The events of default under the Credit Agreement include payment
defaults, material misrepresentations, breaches of covenants,
cross defaults with certain other material indebtedness,
bankruptcy and insolvency events, judgments, certain ERISA events
and change of control defaults.The occurrence of an event of
default could result in the acceleration of the Companys
obligations under the Credit Agreement, an increase in the rate
of interest, and an obligation of any or all of the Companys
subsidiary guarantors to pay the full amount of the Companys
obligations under the Credit Agreement.

The facility provides for an expansion option that will allow the
Company to, subject to certain requirements, request an increase
in the facility of up to an additional $300 million, for a
potential total commitment of $900 million.

From time to time, certain of the lenders under the Credit
Agreement and certain of their respective affiliates have engaged
in, and may in the future engage in, investment banking and other
commercial dealings in the ordinary course of business with the
Company or the Companys affiliates.They have received, or may in
the future receive, customary fees and commissions for these
transactions.

The foregoing description of the Credit Agreement does not
purport to be complete and is qualified in its entirety by the
terms and conditions of the Credit Agreement, which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.

Commercial Paper Program

On December 12, 2016 (the Effective Date), the Company entered
into a commercial paper program (the Program), under which the
Company may issue unsecured commercial paper notes (the Notes) to
an exemption from registration contained in Section 4(a)(2) of
the Securities Act of 1933, as amended (the Securities
Act).Amounts available under the Program may be borrowed, repaid
and re-borrowed from time to time, with the aggregate face or
principal amount of the Notes outstanding under the Program at
any time not to exceed $600 million.The proceeds from the
issuance of the Notes will be used for general corporate
purposes.

The maturities of the Notes will vary, but may not exceed 397days
from the date of issue.The Notes will be sold under customary
terms in the commercial paper market and will be issued at a
discount from par or, alternatively, will be sold at par and bear
interest at rates that will vary based on market conditions at
the time of the issuance of the Notes.The rate of interest will
depend on whether the Note will be a fixed or floating rate.The
interest on a floating rate Note may be based on any of the
following: (a)CD rate; (b)commercial paper rate; (c)federal funds
rate; (d)LIBOR; (e)prime rate; (f)treasury rate; or (g)such other
base rate as may be specified in a supplement.

The Program is backstopped by the Credit Agreement that was
entered into on December 12, 2016 and described above.If at any
time funds are not available on favorable terms under the
Program, the Company may utilize the Credit Agreement for
funding.

Three commercial paper dealers will each act as a dealer under
the Program (each, a Dealer and, collectively, the Dealers) to
the terms and conditions of a commercial paper dealer agreement
entered into between the Company and each Dealer (each, a Dealer
Agreement and, collectively, the Dealer Agreements).A national
bank will act as the issuing and paying agent under the Program
to the terms of an issuing and paying agent agreement.

Each Dealer Agreement provides the terms under which the
respective Dealer will either purchase from the Company or
arrange for the sale by the Company of Notes to an exemption from
federal and state securities laws.Each Dealer Agreement contains
customary representations, warranties, covenants and
indemnification provisions.The Dealer Agreements are
substantially similar in all material respects.A form of Dealer
Agreement is attached to this Current Report on Form 8-K as
Exhibit 10.2 and is incorporated herein by reference as though it
were fully set forth herein.The description of the Program in
this Item 1.01 is a summary of the Program and is qualified in
its entirety by the terms of the Program as set forth in the form
of Dealer Agreement.

From time to time, one or more of the Dealers and certain of
their respective affiliates have engaged in, and may in the
future engage in, investment banking and other commercial
dealings in the ordinary course of business with the Company or
the Companys affiliates.They have received, or may in the future
receive, customary fees and commissions for these transactions.

The Notes have not been and will not be registered under the
Securities Act or state securities laws, and may not be offered
and sold except in compliance with an applicable exemption from
the registration requirements of the Securities Act and any
applicable state securities laws.The information contained in
this Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to purchase any securities,
nor shall there be any sale of the Notes in any jurisdiction in
which such offer, solicitation or sale would be unlawful.

On December 12, 2016, in connection with the Companys entry into
the Credit Agreement discussed in Item 1.01 of this Current
Report on Form 8-K, the Company terminated its Credit Agreement,
dated as of December 21, 2012 (as amended, the Terminated Credit
Agreement), by and among the Company, the lenders from time to
time party thereto, JPMorgan Chase Bank, N.A., as administrative
agent, and Morgan Stanley Senior Funding, Inc. and Wells Fargo
Bank, National Association, as co-syndication agents.No
borrowings or letters of credit were outstanding under the
Terminated Credit Agreement.The Company was not obligated to pay
any early termination penalties as a result of the termination.

The terms and conditions of the Terminated Credit Agreement were
disclosed in the Companys Current Reports on Form 8-K filed on
December 28, 2012 and February 2, 2016, which disclosures are
incorporated herein by reference.

Certain of the lenders under the Terminated Credit Agreement and
their affiliates have engaged in, and may in the future engage
in, investment banking and other commercial dealings in the
ordinary course of business with the Company or the Companys
affiliates.They have received, or may in the future receive,
customary fees and commissions for these transactions.

The information related to the Credit Agreement and the Program
set forth in Item 1.01 above is incorporated herein by reference.

(d) Exhibits

About NetApp, Inc. (NASDAQ:NTAP)

NetApp, Inc. (NetApp) provides software, systems and services to manage and store customer data. The Company enables enterprises, service providers, governmental organizations, and partners to envision, deploy and evolve their information technology (IT) environments. The Company offers a portfolio of products and services that satisfy a range of customer workloads across different data types and deployment models. Its data management and storage offerings help manage business productivity, performance and profitability, while providing investment protection and asset utilization. The Company’s FlexPod portfolio includes FlexPod Datacenter for core enterprise data centers and service providers, FlexPod Express for medium-sized businesses and branch offices, and FlexPod Select for data-intensive workloads. The portfolio is validated with hypervisors, operating systems, systems management tools and cloud management platforms.

NetApp, Inc. (NASDAQ:NTAP) Recent Trading Information

NetApp, Inc. (NASDAQ:NTAP) closed its last trading session down -0.56 at 35.85 with 2,744,635 shares trading hands.