Item 1.01 Entry into a Material Definitive Agreement.
The information set forth under Item 2.03 regarding Haemonetics Corporation's
(the "Company's") entry into the Term Loan Amendment (as defined below) is
hereby incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
(a)
On March 1, 2021, the Company entered into Amendment No. 1 (the "Term Loan
Amendment") to its existing Credit Agreement, dated as of June 15, 2018 (the
"Existing Credit Agreement"), by and among the Company, as Borrower, the several
lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent.
The Term Loan Amendment provides for a $150 million senior unsecured incremental
term loan (the "Term A-2 Loan") that is being issued pursuant to the accordion
feature under the Existing Credit Agreement, which permits the Company to borrow
additional loans in an aggregate amount not to exceed $250 million (including
the Term A-2 Loan) on terms substantially the same as for the initial term loan
under the Existing Credit Agreement. The Term A-2 Loan will initially bear
interest at an annual rate of LIBOR plus 2.00%, which may change based on the
Company's leverage ratio. The Term A-2 Loan matures on June 15, 2023, the same
maturity date for the initial term loan under the Existing Credit Agreement. The
principal amount of the Term A-2 Loan is repayable quarterly through the
maturity date and amortizes at a rate of 5.00% per annum through June 2022 and
80.00% per annum during the final year.
Pursuant to the Term Loan Amendment, the parties have also agreed to, among
other changes, modify certain restrictions on restricted payments to facilitate
the Company's entry into a convertible note financing and increase the maximum
leverage ratio the Company is required to maintain for the four consecutive
fiscal quarters immediately following the consummation of the Company's
acquisition of Cardiva Medical, Inc. ("Cardiva") to 4.25x, which acquisition
constitutes a Qualifying Material Acquisition as defined in the Existing Credit
Agreement. Following the expiration of such four consecutive fiscal quarter
period, the maximum leverage ratio the Company is required to maintain will
revert to 3.50x.
On March 1, 2021, the Company borrowed $290 million (the "Revolver Draw") in
principal through its revolving credit facility under the Existing Credit
Agreement. A total of $60 million remains available under its revolving credit
facility. The current average interest rate for this borrowing under the
Company's revolving credit facility is 1.98%.
The Company intends to use the proceeds from the Term A-2 Loan and the Revolver
Draw, together with cash on hand, to finance its acquisition of Cardiva.
A copy of the Term Loan Amendment is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. The foregoing description of the terms of the
Term Loan Amendment is qualified in its entirety by reference to the full text
of the Term Loan Amendment.
Item 7.01 Regulation FD Disclosure.
On March 1, 2021, the Company issued a press release announcing its intention to
offer $425 million aggregate principal amount of convertible senior notes due
2026 in a private offering pursuant to Rule 144A under the Securities Act of
1933, as amended. A copy of the press release is furnished as Exhibit 99.1 and
incorporated herein by reference.
Item 8.01 Other Events.
On March 1, 2021, the Company completed its acquisition of Cardiva consistent
with the terms previously disclosed in the Company's Current Report on Form 8-K
dated January 20, 2021.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Amendment No. 1, dated as of March 1, 2021, to Credit Agreement dated
as of June 15, 2018, by and among Haemonetics Corporation, the lenders
from time to time party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent
99.1 Press release of Haemonetics Corporation dated March 1, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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