AME Ametek Inc

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

On October 31, 2016, AMETEK, Inc. (the “Company”) entered into a Note Purchase Agreement pursuant to which the Company will issue and sell, in a private placement, €500,000,000 and £225,000,000 aggregate principal amount of the Company’s Senior Notes in four series. The Senior Notes will be issued on two funding dates. The first funding occurred on October 31, 2016 for €500,000,000, consisting of €300,000,000 in aggregate principal amount of 1.34% Senior Notes due October 2026 and €200,000,000 in aggregate principal amount of 1.53% Senior Notes due October 2028. The second funding date will be November 23, 2016 for £150,000,000 in aggregate principal amount of 2.59% Senior Notes due November 2028 and £75,000,000 in aggregate principal amount of 2.70% Senior Notes due November 2031. The proceeds from the Senior Notes will be used to refinance existing indebtedness and for general corporate purposes.

The Senior Notes are subject to certain customary covenants, including limitations on the Company and its subsidiaries ability, with significant exceptions, to engage in mergers, consolidations, asset sales, and transactions with affiliates, or to incur priority debt or liens. The Note Purchase Agreement also contains financial covenants that, among other things, require the Company to maintain a debt to EBITDA ratio of not more than 3.5 to 1.0 and an interest coverage ratio of not less than 2.5 to 1.0 for any period of four consecutive fiscal quarters. Upon the occurrence of certain events of default, all of the Senior Notes will be immediately due and payable, and upon the occurrence of certain other events of default all of the Senior Notes may be declared immediately due and payable. The Company may redeem the Senior Notes upon the satisfaction of certain conditions and the payment of a make-whole amount to noteholders, and is required to offer to repurchase the Senior Notes at par following certain events, including a change of control.

Interest on the October 2026 and 2028 Senior Notes is payable semiannually on April 30 and October 31 commencing April 30, 2017. Interest on the November 2028 and 2031 Senior Notes is payable semiannually on May 23 and November 23 commencing May 23, 2017. Interest on the above mentioned Senior Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

The foregoing summary of the Senior Notes is qualified in its entirety by reference to the full text of the Note Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.

A copy of the news release issued by the Company on November 1, 2016 announcing entry into the Note Purchase Agreement is filed as Exhibit 99.1 to this Form 8-K.