Item 1.01. Entry into a Material Definitive Agreement.
Entry into Revolving Credit and Term Loan Agreement dated April 1, 2020
On April 1, 2020, The Cooper Companies, Inc. (the "Company") entered into a
Revolving Credit and Term Loan Agreement (the "Credit Agreement"), among the
Company, CooperVision International Holding Company, LP ("CooperVision
International"), CooperSurgical Netherlands B.V. ("Cooper Netherlands"),
CooperVision Holding Kft. ("Cooper Kft", and together with the Company,
CooperVision International and Cooper Netherlands individually each a "Borrower"
and collectively, the "Borrowers"), the lenders from time to time party thereto,
KeyBank National Association ("KeyBank"), as administrative agent, PNC Bank,
National Association ("PNC Bank"), and TD Bank, N.A., as syndication agents, and
Bank of the West, Citizens Bank, N.A., Muzuho Bank, Ltd., The Bank of Nova
Scotia, U.S. Bank National Association, and Wells Fargo Bank, National
Association, as documentation agents. The Credit Agreement provides for (a) a
multicurrency revolving credit facility (the "Revolving Credit Facility") in an
aggregate principal amount of $1.290 billion and (b) a term loan facility (the
"Term Loan Facility") in an aggregate principal amount of $850.0 million, each
of which, unless terminated earlier, mature on April 1, 2025. In addition, the
Company has the ability from time to time to request an increase to the size of
the revolving credit facility or establish one or more new term loans under the
term loan facility in an aggregate amount up to $1.605 billion, subject to the
discretionary participation of the lenders.
Amounts outstanding under the Company's new credit facility will bear interest,
at the Company's option, at either the base rate, which is a rate per annum
equal to the greatest of (a) KeyBank's prime rate, (b) one-half of one percent
in excess of the federal funds effective rate and (c) one percent in excess of
the adjusted London interbank offered ("LIBO") rate for a one month interest
period on such day, or the adjusted LIBO rate or adjusted foreign currency rate,
plus, in each case, an applicable rate of, initially, zero basis points, in
respect of base rate loans, and 87.5 basis points, in respect of adjusted LIBO
rate or adjusted foreign currency rate loans. Following a specified period after
the closing date, the applicable rates will be determined quarterly by reference
to a grid based upon the Company's ratio of consolidated net indebtedness to
consolidated EBITDA, each as defined in the Credit Agreement. During the term of
the Revolving Credit Facility, the Borrowers may borrow, repay and re-borrow
amounts available under the Revolving Credit Facility, subject to voluntary
reduction of the revolving commitment.
The Company pays an annual commitment fee that ranges from 0.10% to 0.20% of the
unused portion of the Revolving Credit Facility based upon the Company's ratio
of consolidated net indebtedness to consolidated EBITDA, each as defined in the
Credit Agreement. In addition to the annual commitment fee described above, the
Company is also required to pay certain letter of credit and related fronting
fees and other administrative fees pursuant to the terms of the Credit
Agreement.
The Company's new credit facility is not secured by any of its or any of its
subsidiaries' (including CooperVision International's, Cooper Netherlands' or
Cooper Kft's) assets. All obligations under the new credit facility will be
guaranteed by each of the Company's existing and future direct and indirect
domestic material subsidiaries, as defined in the Credit Agreement. Each of
CooperVision International, Cooper Netherlands and Cooper Kft is responsible
only for its own respective obligations, if any, under the new credit facility
and do not guaranty any of the Company's obligations under the new credit
facility.
The new credit facility is not subject to amortization and is not subject to
mandatory prepayments prior to maturity (other than if the aggregate amount of
the revolving loans and/or the letters of credit outstanding exceed the
aggregate amount of the revolving commitments of the lenders and/or the letter
of credit commitment of the issuing bank thereunder, respectively). The
Borrowers may prepay loan balances from time to time, in whole or in part,
without premium or penalty (other than any related breakage costs).
The Credit Agreement contains customary restrictive covenants, as well as
financial covenants that require the Company to maintain a certain total
leverage ratio and interest coverage ratio, each as defined in the Credit
Agreement. The Credit Agreement also contains customary events of default, the
occurrence of which would permit KeyBank as the administrative agent to declare
the principal, accrued interest and other obligations of the Borrowers under the
agreement to be immediately due and payable.
On April 1, 2020, the Company borrowed $850.0 million under the Term Loan
Facility and $445.0 million under the Revolving Credit Facility and used the
proceeds to fully repay all borrowings outstanding under the 2017 Term Loan and
transfer all letters of credit outstanding under the 2016 Credit Agreement to
the Credit Agreement, as further described in Item 1.02 below.
The foregoing description of the Credit Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of such
agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
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Amendment of Loan Agreement
On April 1, 2020, the Company entered into Amendment No. 2 to Loan Agreement
(the "Second Amendment to 2018 Loan Agreement"), among the Company, the lenders
party thereto, and PNC Bank, as administrative agent, to amend the Loan
. . .
Item 1.02. Termination of a Material Definitive Agreement.
On April 1, 2020, in connection with the Company's entry into the Credit
Agreement, the Company terminated its existing Revolving Credit and Term Loan
Agreement, dated as of March 1, 2016 (as subsequently amended, the "2016 Credit
Agreement"), among the Company, CooperVision International, the lenders from
time to time party thereto, KeyBank, as administrative agent, Bank of America,
N.A., DNB Bank ASA, New York Branch, JPMorgan Chase Bank, N.A., and MUFG Union
Bank, N.A., as syndication agents, Citibank, N.A. and Wells Fargo Bank, National
Association, as documentation agents, and TD Bank, N.A., PNC Bank, and U.S.
Bank, National Association, as senior managing agents. In connection with the
termination, all letters of credit outstanding under the 2016 Credit Agreement
were transferred to the Credit Agreement.
On April 1, 2020, in connection with the Company's entry into the Credit
Agreement, the Company terminated its existing Loan Agreement, dated as of
November 1, 2017 (the "2017 Term Loan"), among the Company, the lenders from
time to time party thereto, DNB Bank ASA, New York Branch, as administrative
agent, Bank of America, N.A., JPMorgan Chase Bank, N.A., and KeyBank, as
syndication agents, and Bank of the West, MUFG Union Bank, N.A., PNC Bank, TD
Bank, N.A., U.S. Bank National Association, and Wells Fargo Bank, National
Association, as documentation agents. In connection with the termination, all
borrowings outstanding under the 2017 Term Loan were repaid.
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 in Item 1.01 of this Current Report on Form 8-K is
incorporated in this Item 2.03 by reference.
Item 7.01. Regulation FD Disclosure.
On April 1, 2020, the Company issued a press release announcing that it had
entered into the Credit Agreement. A copy of this release is attached hereto as
Exhibit 99.1. Internet addresses in the release are for information purposes
only and are not intended to be hyperlinks to other information of the Company.
The information in this report furnished pursuant to Item 7.01, including
Exhibit 99.1 attached hereto, will not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section. It may only be
incorporated by reference in another filing under the Exchange Act or the
Securities Act of 1933, as amended, if such subsequent filing specifically
references the information furnished pursuant to Item 7.01 of this Current
Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Revolving Credit and Term Loan Agreement, dated as of April 1,
2020, among the Company, CooperVision International Holding Company,
LP, CooperSurgical Netherlands B.V., CooperVision Holding Kft., the
lenders from time to time party thereto and KeyBank National
Association, as administrative agent .
10.2 Amendment No. 2 to Loan Agreement, dated as of April 1, 2020,
among the Company, the lenders party thereto, and PNC Bank, National
Association, as administrative agent.
99.1 Press Release dated April 1, 2020, of the Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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