Item 1.01 - Entry into a Material Definitive Agreement
On August 13, 2021 (the "Effective Date"), LivaNova PLC (together with its
consolidated subsidiaries, the "Company") and its wholly-owned subsidiary,
LivaNova USA, Inc. (the "Borrower") entered into a First Lien Credit Agreement
(the "Credit Agreement") with the lenders and issuing banks party thereto and
Goldman Sachs Bank USA, as First Lien Administrative Agent and First Lien
Collateral Agent, relating to a $125 million senior secured multi-currency
revolving credit facility to be made available to the Borrower (the "Credit
Facility").
The Credit Facility has a five-year term and bears interest at a rate equal to,
for U.S. dollar-denominated loans, an adjusted London Interbank Offered Rate
(LIBOR) with a floor of 0.00%, or a Base Rate (as defined in the Credit
Agreement), plus, in each case, a variable margin based on the Company's senior
secured net leverage ratio. As of the Effective Date, the applicable margin for
Eurodollar loans was equal to 3.00% per annum. Interest will be paid monthly or
quarterly, as selected by the Borrower, with any outstanding principal due at
maturity. The Credit Agreement also contemplates the payment of commitment fees
on the unused portion of the commitments, at a variable percentage based on the
Company's senior secured net leverage ratio. As of the Effective Date, the
applicable commitment fee percentage was equal to 0.250% per annum.
The Credit Facility is available for working capital and other general corporate
purposes and, if drawn, can be repaid at any time without premium or penalty.
The Credit Agreement contains customary representations, warranties and
covenants, including the requirement to maintain a senior secured first lien net
leverage ratio for as long as there are any revolving loans outstanding under
the Credit Facility, as well as in order for the Company to borrow additional
revolving loans.
The Credit Agreement is filed herewith as Exhibit 10.1 and incorporated herein
by reference. The description above does not purport to be complete and is
qualified in its entirety by the complete text of the Credit Agreement.
Item 1.02. Termination of a Material Definitive Agreement
On August 12, 2021, the Company repaid in full and terminated its previously
outstanding $450 million senior secured term loan. That term loan is described
in Note 12 to the financial statements included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2020.
On August 12, 2021, the Company also terminated its previous $50.0 million
revolving credit facility agreement with ACF FINCO I LP (which was undrawn).
That revolving credit facility is described in Note 12 to the financial
statements included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2020.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 is incorporated into this item 2.03 by reference.
Item 7.01 Regulation FD Disclosure
A copy of the press release announcing the Company's entry into the Credit
Facility and other matters is furnished (but not filed) herewith as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Description
10.1 First Lien Credit Agreement dated as of August 13 , 2021 among
LivaNova PLC, LivaNova USA, Inc., the lenders and issuing banks party thereto
and Goldman Sachs Bank USA, as First Lien Administrative Agent and First Lien
Collateral Agent.
99.1 Press Release, dated August 16 , 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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