Zoetis Inc. (NASDAQ:ZTS) Files An 8-K Entry into a Material Definitive Agreement

Revolving Credit Facility

On December 21, 2016, Zoetis Inc. (the Company) entered into a
revolving credit agreement (the Credit Agreement) with a
syndicate of banks, JPMorgan Chase Bank, N.A., as administrative
agent, and Bank of America, N.A., Barclays Bank PLC, Citibank,
N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as syndication
agents, providing for a five-year $1.0 billion senior unsecured
revolving credit facility. The Credit Agreement replaced the
Companys existing revolving credit facility. Subject to certain
conditions, the Company will have the right to increase the
commitments under the Credit Agreement to up to $1.5 billion. The
Credit Agreement is not guaranteed by the Companys subsidiaries.

Loans under the Credit Agreement will bear interest, at the
Companys option, at rates equal to either: (a) a base rate or (b)
a Eurodollar rate, in each case plus an applicable margin.
Additionally, the Company will pay a facility fee on the
commitments under the Credit Agreement, regardless of whether
borrowings are outstanding under the Credit Agreement. The
applicable margins and the facility fee are determined based on
the public ratings of the Companys senior unsecured non-credit
enhanced long-term debt. Interest on borrowings and the facility
fee are generally payable quarterly in arrears; however, for
loans bearing interest based on a Eurodollar rate with a term
shorter than three months, interest is payable at the end of such
term.

The Company may voluntarily prepay loans and/or reduce the
commitment under the Credit Agreement, in whole or in part,
without penalty or premium, subject to certain minimum amounts
and increments and the payment of customary breakage costs. No
mandatory prepayment is required under the Credit Agreement.

The Credit Agreement contains a financial covenant requiring the
Company to not exceed a maximum total leverage ratio and to
maintain a minimum interest coverage ratio. In addition, the
Credit Agreement contains customary affirmative and negative
covenants that, among other things, limit or restrict the
Companys and its subsidiaries ability, subject to certain
exceptions, to incur liens, merge, consolidate or sell, transfer
or lease assets and incur priority indebtedness. The Credit
Agreement also contains customary events of default.

The description of the Credit Agreement contained herein is not
intended to be complete and is qualified in its entirety by
reference to the full text of the Credit Agreement, a copy of
which is attached as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On December 21, 2016, the Company terminated that certain Credit
Agreement dated as of December 21, 2012 among the Company, the
lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent, (the Prior Credit Agreement) and all
commitments to extend further credit thereunder were therefore
terminated. The Prior Credit Agreement was scheduled to expire in
December 2017.

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

The information set forth under Item 1.01 above is incorporated
by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.>>>> Description