Item 1.01 Entry into a Material Definitive Agreement.
Credit Facility
On December 22, 2020, Harvard Bioscience, Inc. ("Harvard Bioscience" or the
"Company"), as borrower, entered into a Credit Agreement (the "Credit
Agreement") with certain financial institutions party thereto as lenders (the
"Lenders"), Citizens Bank, N.A. ("Citizens Bank"), as the administrative agent
(in such capacity, the "Administrative Agent"), and Citizens Bank, Wells Fargo
Bank, National Association ("Wells Fargo") and Silicon Valley Bank ("Silicon
Valley"), as joint bookrunners, joint lead arrangers and syndication agents. The
Credit Agreement provides for a term loan of $40.0 million (the "Term Loan), a
$25.0 million senior revolving credit facility (including a $10.0 million
sub-facility for the issuance of letters of credit and a $ 10.0 million
swingline loan sub-facility) (the "Credit Facility"). The Company's obligations
under the Credit Agreement are guaranteed by certain of the Company's direct,
domestic wholly-owned subsidiaries. None of the Company's direct or indirect
foreign subsidiaries has guaranteed the Credit Facility. The Company's
obligations under the Credit Agreement are secured by substantially all of the
assets of Harvard Bioscience and each guarantor (including all or a portion of
the equity interests in certain of the Company's domestic and foreign
subsidiaries). The Company granted a senior secured interest in such collateral
to the Administrative Agent. The Credit Agreement replaces the Company's prior
credit facility for which Cerberus Business Finance, LLC, served as collateral
agent and administrative agent. The prior credit facility consisted of a
revolving credit facility and a term loan, and was scheduled to expire on
January 31, 2023. In connection with entering into the Credit Agreement, the
Company was required to pay off the prior term loan which had an outstanding
principal balance of approximately $43.9 million and the prior revolver which
had an outstanding balance of approximately $2.8 million, as well as certain
fees and expenses in connection with such payoff. The Company financed the
payoff of the outstanding borrowings under the prior facility with borrowings
under the Credit Agreement.
Harvard Bioscience made revolving borrowings of $9.4 million under the Credit
Facility as of December 22, 2020. The Credit Facility will mature on December
22, 2025. Borrowings under the Credit Facility will, at the option of Harvard
Bioscience, bear interest at either (i) a rate per annum based on LIBOR for an
interest period of one, two, three or six months, plus an applicable interest
rate margin determined as provided in the Credit Agreement (a "LIBOR Loan"), or
(ii) an alternative base rate plus an applicable interest rate margin, each as
determined as provided in the Credit Agreement (an "ABR Loan"). LIBOR interest
under the Credit Agreement is subject to applicable market rates and a floor of
0.50 %. The alternative base rate is based on the Citizens Bank prime rate or
the federal funds effective rate of the Federal Reserve Bank of New York, and is
subject to a floor of 1.0%. The applicable interest rate margin varies from 2.0%
per annum to 3.25% per annum for LIBOR Loans, and from 1.5% per annum to 3.0%
per annum for ABR Loans, in each case depending on the Company's consolidated
leverage ratio, and is determined in accordance with a pricing grid set forth in
the Credit Agreement (the "Pricing Grid"). Interest on LIBOR Loans is payable in
arrears on the last day of each applicable interest period, and interest on ABR
Loans is payable in arrears at the end of each calendar quarter. There are no
prepayment penalties in the event the Company elects to prepay and terminate the
Credit Facility prior to its scheduled maturity date, subject to LIBOR breakage
and redeployment costs in certain circumstances.
The Credit Agreement requires the Company to pay to the Administrative Agent for
the account of the Lenders a fee on the average daily unused amount of the
revolver portion of the Credit Facility during the term thereof. Such unused fee
is payable in arrears at the end of each calendar quarter and accrues at a rate
which varies from 0.25% to 0.50% depending on the Company's consolidated net
leverage ratio, as determined in accordance with the Pricing Grid. The Company
also agrees to pay (x) to the Administrative Agent, for the account of the
Lenders, a fee for each outstanding letter of credit at a rate per annum equal
to the applicable interest rate margin for LIBOR Loans, as determined in
accordance with the Pricing Grid, multiplied by the average daily amount
available to be drawn under such letter of credit, and (y) to the
letter-of-credit issuer, a fronting fee which shall be at a rate agreed upon by
the Company and the Lenders based on the average daily amount of the outstanding
aggregate letter-of-credit obligations under the Credit Agreement.
The Credit Agreement includes customary affirmative, negative, and financial
covenants binding on the Company, including delivery of financial statements and
other reports and maintenance of existence. The negative covenants limit the
ability of the Company, among other things, to incur debt, incur liens, make
investments, sell assets and pay dividends on its capital stock. The financial
covenants set forth in the Credit Agreement include a maximum consolidated net
leverage ratio and a minimum consolidated fixed charge coverage ratio, each of
which will be tested at the end of each fiscal quarter of the Company. The
Credit Agreement also includes customary events of default.
The foregoing description is qualified in its entirety by reference to the
Credit Agreement, a copy of which is filed herewith as Exhibit 10.1; by
reference to the Pledge and Security Agreement dated as of December 22, 2020
among the Company, and the Company's subsidiaries that are guarantors under the
Credit Agreement, as grantors, in favor of the Administrative Agent, a copy of
which is filed herewith as Exhibit 10.2; and by reference to the Guarantee
Agreement dated as of December 22, 2020 among the Company, certain of the
Company's subsidiaries that are guarantors under the Credit Agreement, and the
Administrative Agent, a copy of which is filed herewith as Exhibit 10.3.
On December 22, 2020, the Company issued a press release regarding the Credit
Agreement. A copy of the press release is attached to this Current Report on
Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
See the information set forth in Item 1.01 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
10.1* Credit Agreement dated as of December 22, 2020 among Harvard
Bioscience, Inc., as borrower, the lenders party thereto, and Citizens
Bank, N.A., as administrative agent.
10.2* Pledge and Security Agreement dated as of December 22, 2020 among
Harvard Bioscience, Inc., certain of Harvard Bioscience's direct and
indirect subsidiaries and Citizens Bank, N.A., as administrative
agent.
10.3 Guarantee Agreement dated as of December 22, 2020 among Harvard
Bioscience, Inc., certain of Harvard Bioscience's direct and indirect
subsidiaries and Citizens Bank, N.A., as administrative agent.
99.1 Press Release, dated December 22, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* The schedules and exhibits to this Exhibit have been omitted. The Company
agrees to furnish a copy of the omitted schedules and exhibits to the Securities
and Exchange Commission on a supplemental basis upon its request.
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