Item 1.01. Entry into a Material Definitive Agreement.
On December 6, 2019, Colfax Corporation (the "Company") entered into Amendment
No. 2 (the "Amendment") to the credit agreement, dated as of December 17, 2018,
and as amended on September 25, 2019 (the "Credit Agreement"), by and among the
Company, as the borrower, certain U.S. subsidiaries of the Company identified
therein, as guarantors, each of the lenders party thereto, JPMorgan Chase Bank,
N.A., as administrative agent, Citizens Bank, N.A., as syndication agent, and
the co-documentation agents named therein. As of the effective date of the
Amendment, the aggregate outstanding amount under the Term A-1 Loan is
$825 million and all amounts outstanding under the Term A-2 Loan have been
repaid.
The Amendment decreases the total commitments under the revolving credit
facility (the "Revolver") to $975 million from $1.3 billion and extends the
maturity date of each of the Revolver and Term A-1 Loan to December 6, 2024.
Additionally, the Amendment increases, subject to certain conditions and
restrictions, the base amount under the incremental facilities permitted to be
incurred to $800 million from $450 million.
The Amendment also adjusts the timeline for the total leverage ratio step downs
as well as removes the "springing" collateral provision in the Credit Agreement,
which required the obligations under the Credit Agreement to become secured by
certain personal property of the Company and its subsidiaries in the event the
total leverage ratio would have been greater than or equal to 3.75 to 1.00 for
two consecutive fiscal quarters, under certain conditions.
In addition, the Amendment makes certain changes with respect to how the
applicable interest rate margin is determined (including increasing the total
leverage ratios on which the applicable interest rate margin is based) and
updates certain provisions to address the potential discontinuation of LIBOR as
a benchmark rate.
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 Exhibit 10.1.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 is incorporated by reference into this Item 2.03.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 9, 2019, the Board of Directors (the "Board") of the Company
appointed Liam J. Kelly, President and CEO of Teleflex Incorporated, to serve as
a director of the Company, effective January 1, 2020. The size of the Board will
increase from nine to ten members at such time as Mr. Kelly's appointment
becomes effective. Mr. Kelly has not yet been appointed to serve on any
committees of the Board.
The Board affirmatively determined that Mr. Kelly has no material relationship
with the Company or any of its consolidated subsidiaries (either directly or as
a partner, shareholder or officer of an organization that has a relationship
with the Company) and meets the requirements of an "independent director" as
defined in Section 303A.02 of the NYSE's Listed Company Manual for purposes of
service on the Board. In addition, Mr. Kelly has not been a participant in any
related person transactions required to be disclosed under Item 404(a) of
Regulation S-K. The full text of the Company's press release regarding
Mr. Kelly's appointment is attached hereto as Exhibit 99.1.
Mr. Kelly will participate in the Company's director compensation package for
non-employee directors described in the Company's definitive proxy statement
filed with the SEC on April 2, 2019, except that Mr. Kelly's initial equity
grant will be a pro-rated portion of the annual equity award.
In connection with Mr. Kelly's appointment to the Board, he and the Company are
expected to enter into the Company's standard form of indemnification agreement
for executive officers and directors, the form of which was previously filed as
Exhibit 10.3 to the Company's registration statement on Form S-1 (File
No. 333-148486).
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Amendment No. 2 to Credit Agreement dated as of December 6,
2019.#
99.1 Colfax Corporation press release dated December 11, 2019.
104 Cover Page Interactive Data File - The cover page from this Current
Report on Form 8-K is formatted in Inline XBRL.
# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. A copy of any omitted schedule or exhibit will be furnished
supplementally to the SEC upon request.
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