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ANIKA THERAPEUTICS, INC.

(ANIK)
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ANIKA THERAPEUTICS, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

11/15/2021 | 08:02am EST

Item 1.01. Entry into a Material Definitive Agreement

On November 12, 2021, we entered into a Third Amendment to Credit Agreement amending our existing revolving line of credit agreement dated October 24, 2017 with Bank of America, N.A., which revolving line of credit agreement, as amended to date (including by such Third Amendment), we refer to as the Amended Agreement.

Under the Amended Agreement, Bank of America, N.A. serves as administrative agent, issuer of letters of credit and swingline lender for a $75.0 million senior revolving line of credit with a maturity date of November 12, 2026. Subject to certain conditions, we may request up to an additional $75.0 million in commitments for a maximum aggregate commitment of $150.0 million, subject to the approval of the Revolving Lenders referred to in the Amended Agreement. Loans under the Amended Agreement generally will bear interest at a rate equal to (a) the Bloomberg Short-Term Bank Yield Index, or BSBY, rate plus (b) an additional percentage that will range from 0.25% to 1.00%, based on our consolidated leverage ratio at the time of the borrowings. We have agreed to pay a commitment fee in an amount equal to 0.20% to 0.30% per annum, based on our consolidated leverage ratio, of the actual daily unused amount of the credit facility under the Amended Agreement, which fee is due and payable quarterly in arrears. Loan origination costs will be amortized over the five-year term of the Amended Agreement.

The Amended Agreement contains customary representations, warranties, affirmative and negative covenants, including financial covenants, events of default and indemnification provisions in favor of the Lenders referred to in the Amended Agreement. The covenants include restrictions governing our leverage ratio and interest coverage ratio, our incurrence of liens and indebtedness, and our entry into certain merger and acquisition transactions or dispositions and other matters, all subject to certain exceptions. The financial covenants require that we do not exceed certain maximum leverage and interest coverage ratios. The Lenders have been granted a first priority lien and security interest in substantially all of our assets, except for certain intangible assets.

The foregoing description of the Amended Agreement is not intended to be complete and is qualified in its entirety by reference to the Amended Agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

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.





(d) Exhibits.



Exhibit No.   Description
  10.1*†        Third Amendment to Credit Agreement dated as of November 12, 2021,
              by and among Anika Therapeutics, Inc., the Subsidiary Guarantors
              party thereto, the Lenders party thereto, Bank of America, N.A., as
              administrative agent, L/C Issuer and Swingline Lender, and the other
              parties thereto
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)



* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of

Regulation S-K. The registrant hereby undertakes to furnish copies of omitted

exhibits and schedules upon request by the Securities and Exchange Commission,

provided that it may request confidential treatment pursuant to Rule 24b-2 of

the Securities Exchange Act of 1934 for exhibits and schedules so furnished.

† Certain sensitive personally identifiable information in this exhibit was

omitted by means of redacting a portion of the text and replacing it with

[***].

© Edgar Online, source Glimpses

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