Item 1.01. Entry into a Material Definitive Agreement.
As part of a planned refreshment of its bank credit facility, on July 15, 2022,
Edwards Lifesciences Corporation (the "Company") entered into a five-year credit
agreement, dated as of July 15, 2022, among the Company and certain of its
subsidiaries, as Borrowers, the lenders signatory thereto and Bank of America,
N.A., as Administrative Agent (the "Credit Agreement"). The Credit Agreement,
which is further described in Item 2.03 below, replaces the Company's existing
2018 Credit Agreement (as defined in Item 1.02 below) and features improved
pricing and other terms compared to the 2018 Credit Agreement.
Item 1.02. Termination of a Material Definitive Agreement.
As described in Item 2.03 below, on July 15, 2022, the Company terminated the
Five Year Credit Agreement, dated as of April 30, 2018, by and among the
Company, certain of its subsidiaries, the lenders signatory thereto, Bank of
America, N.A., as Administrative Agent, JP Morgan Chase Bank, N.A., as
Syndication Agent, and Morgan Stanley MUFG Loan Partners, LLC, Deutsche Bank
Securities Inc., HSBC Bank USA, National Association, and Wells Fargo Bank,
National Association, as Co-Documentation Agents (as amended, the "2018 Credit
Agreement"). A description of the material terms of the 2018 Credit Agreement is
contained in the Current Report on Form 8-K previously filed by the Company on
April 30, 2018.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On July 15, 2022, the Company entered into the Credit Agreement to establish a
new five-year $750 million multi-currency unsecured revolving credit facility
(the "Revolving Facility") to replace the existing $750 million unsecured
revolving credit facility under the 2018 Credit Agreement. All committed pro
rata United States dollar-denominated borrowings under the Revolving Facility
will bear interest at a variable rate based on the Secured Overnight Financing
Rate as administered by the Federal Reserve Bank of New York plus a spread
adjustment or base rate, at the Company's election, subject to the terms and
conditions thereof, plus, in each case, an applicable margin based on the
Company's leverage ratio or debt ratings. Subject to certain terms and
conditions and the agreement of the lenders, the Company may increase the amount
available under the Revolving Facility by up to an additional $250 million in
the aggregate. The Credit Agreement matures July 15, 2027.
The Credit Agreement contains customary representations, warranties, covenants,
events of default, terms and conditions, including limitations on liens,
incurrence of debt, mergers and significant asset dispositions. The Company must
also comply with a maximum leverage ratio. The occurrence of an event of default
under the Credit Agreement could result in all loans and other obligations being
declared due and payable and the Revolving Facility being terminated.
The Company expects to use any borrowings under the Revolving Facility for
general corporate purposes. As of the date of the Current Report on Form 8-K, no
amounts have been borrowed under the Revolving Facility.
The Company and its affiliates from time to time engage certain of the lenders
under the Credit Agreement to provide banking and financial services. All of
these engagements are negotiated at arm's length.
The foregoing description of the Credit Agreement is qualified in its entirety
by reference to the complete terms and conditions of the Credit Agreement, a
copy of which is filed herewith as Exhibit 10.1 and incorporated herein by
reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Five Year Credit Agreement, dated as of July 15, 2022, among Edwards
Lifesciences Corporation and certain of its subsidiaries, as Borrowers,
the lenders signatory thereto and Bank of America, N.A., as Administrative
Agent.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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