Item 1.01. Entry into a Material Definitive Agreement.
On September 2, 2021, Integer Holdings Corporation (the "Company") and the
Company's subsidiary, Greatbatch Ltd. (the "Borrower"), entered into a new
credit agreement (as amended, restated, amended and restated, extended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
by and among the Company, the Borrower, Wells Fargo Bank, National Association,
as administrative agent, and the lenders and agents party thereto from time to
time. The Credit Agreement permits borrowings and other extensions of credit in
an initial aggregate principal amount of up to $1 billion (as may be increased
from time to time in accordance with the terms thereof) and consists of a
five-year $400 million revolving credit facility (the "Revolving Credit
Facility"), a five-year $250 million "term A" loan (the "TLA Facility") and a
seven-year $350 million "term B" loan (the "TLB Facility" and, together with the
TLA Facility, the "Term Loan Facilities").
Proceeds borrowed under the Credit Agreement on the closing date were used to
terminate and repay in full all amounts due under that certain Credit Agreement,
dated as of October 27, 2015 (the "Existing Credit Agreement"), by and among the
Company, the Borrower, the lenders from time to time party thereto and
Manufacturers and Traders Trust Company, as administrative agent.
The Credit Agreement contains customary terms and conditions, including
representations and warranties and affirmative and negative covenants, as well
as financial covenants for the benefit of the lenders under the Revolving Credit
Facility and the TLA Facility, which require that (i) the Company maintain a
consolidated total net leverage ratio not to exceed 5.50:1.00 (stepping down to
5.00:1.00 after eight fiscal quarters and subject to increase in certain
circumstances following certain qualified acquisitions) and (ii) the Company
maintain a consolidated interest coverage ratio of at least 2.50:1.00.
Loans under the Revolving Credit Facility and the Term Loan Facilities will bear
interest based on a fluctuating rate measured by reference, at the Borrower's
option, to either (i) a base rate or (ii) LIBOR (or an applicable benchmark
replacement), in each case plus an applicable margin. The applicable margin for
loans under the Revolving Credit Facility and the TLA Facility is determined by
reference to the then-current consolidated total net leverage ratio and
initially will be 0.75% for base rate loans and 1.75% for LIBOR loans. The
applicable margin for loans under the TLB Facility will be 1.50% for base rate
loans and 2.50% for LIBOR loans, subject to a LIBOR floor of 0.50%. The Borrower
will incur a quarterly commitment fee on the average daily unused portion of the
Revolving Credit Facility during the applicable quarter at a per annum rate also
determined by reference to the Company's then-current consolidated total net
leverage ratio. The initial commitment fee is 0.20% per annum.
The obligations under the Credit Agreement are guaranteed by certain specified
subsidiaries of the Company and the Borrower. Among other things, the Credit
Agreement contains covenants that restrict the Company's and certain of its
subsidiaries' ability to incur liens on certain assets, incur indebtedness, make
material changes in corporate structure or materially alter the nature of its
business, dispose of material assets, engage in mergers, consolidations and
certain other fundamental changes, or engage in certain transactions with
affiliates. The Credit Agreement contains customary default provisions,
including, but not limited to, failure to pay interest or principal when due and
failure to comply with covenants.
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 the
Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by
Item 1.02. Termination of a Material Definitive Agreement.
On September 2, 2021, concurrently with the closing of the Credit Agreement
described above in Item 1.01, the Borrower terminated the Existing Credit
Agreement and repaid all outstanding borrowings thereunder in full.
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 hereby incorporated by
reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
Exhibit Description of Exhibit
10.1 Credit Agreement, dated as of September 2, 2021, among Integer Holdings
Corporation, Greatbatch Ltd., Wells Fargo Bank, National Association, as
administrative agent, and the other agents and lenders parties thereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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