Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN

OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

On December 20, 2019, Patterson Companies, Inc. (the "Company") entered into a senior unsecured term loan facility (the "Term Facility") by and among MUFG Bank, Ltd., together with any of its respective successors and assigns, and/or any of its affiliates ("MUFG"), along with the banks, financial institutions and institutional lenders selected by MUFG in consultation with the Company (the "Lenders"). Pursuant to the terms of the Term Facility, the Lenders have agreed to provide up to $300,000,000 as an aggregate commitment. The Company will use the Term Facility to (1) repay certain existing indebtedness, (2) pay fees and expenses incurred in connection with the Term Facility, and (3) finance the ongoing working capital and other general corporate purposes of the Company and its subsidiaries.

Borrowings under the Term Facility will bear interest at a rate equal to, at the option of the Company, either (a) the London interbank offered rate as administered by ICE Benchmark Administration (the "Eurodollar Rate") or (b) a customary base rate (the "Floating Rate"), in each case plus an applicable margin. The applicable margins for borrowings under the Term Facility will be based on the Company's leverage ratio and range from 1.000% to 2.125% with respect to the Eurodollar Rate and 0.000% to 1.125% with respect to the Floating Rate. The Company also paid certain commitment fees based on the aggregate loan commitment.

The Term Facility requires the Company to maintain a leverage ratio of not more than 3.50 to 1.00 as of the last day of each fiscal quarter, provided, however, that the maximum leverage ratio is subject to increase in connection with the consummation of certain types of acquisitions as more particularly set forth in the Term Facility. The Company is also required to maintain an interest expense coverage ratio of not less than 3.00 to 1.00 as of the end of each fiscal quarter. The Term Facility contains customary representations and warranties, affirmative and negative covenants, and events of default. The Term Facility will mature no later than December 20, 2022.

The above description of the Term Facility and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Facility, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

Item 9.01 FINANCIAL STATEMENT AND EXHIBITS




(d) Exhibits


  10.1        Loan Agreement among Patterson Companies, Inc., the lenders from time
            to time parties thereto, and MUFG Bank Ltd., as administrative agent
            dated December 20, 2019.

  104       Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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