ALERE INC. (NYSE:ALR) Files An 8-K Entry into a Material Definitive Agreement

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ALERE INC. (NYSE:ALR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement.
On April 24, 2017 (the Third Amendment Effective Date),
Alere Inc. (the Company or Alere) entered into a
Third Amendment, dated as of April 24, 2017, (as amended or
otherwise modified from time to time, the Third Amendment)
among the Company, certain subsidiaries of the Company, the
several lenders from time to time party thereto, Goldman Sachs
Bank USA, as B term loan administrative agent (the TLB
Agent
), Healthcare Financial Solutions, LLC (formerly known
as General Electric Capital Corporation), as pro rata
administrative agent (the Pro Rata Agent, and together
with the TLB Agent, the Administrative Agents) to the
secured Credit Agreement, dated as of June 18, 2015 (as amended
or otherwise modified from time to time, the Credit
Agreement
), among the Company, the several lenders from time
to time party thereto, the Administrative Agents and certain
other agents and arrangers.
On March 1, 2017, the Company filed a Form 12b-25 disclosing that
the Company would be unable to file its Annual Report on Form
10-K for the fiscal year ended December 31, 2016 (the 2016
Form 10-K
) within the prescribed time period without
unreasonable effort or expense. On March 15, 2017, the Company
filed a Form 8-K disclosing that the Company would be unable to
file its 2016 Form 10-K by March 15, 2017 (the extension period
provided under Rule 12b-25) because it is continuing to review
certain aspects of revenue recognition at its Korean and Japanese
locations and that the Company will not be able to file its 2016
Form 10-K until this review is completed. On April 17, 2017, the
Company filed a Form 8-K (the April 8-K) disclosing that
the Audit Committee of the Board of Directors of the Company
concluded that the Companys financial statements and other
financial data as of December 31, 2015 and 2014 and for each of
the years ended December 31, 2015, 2014 and 2013, and for each
quarterly and year-to-date periods in 2015 and the first three
quarterly and year-to-date periods in 2016 should not be relied
upon because of certain misstatements described in the April 8-K.
The Company anticipates that it will file the 2016 Form 10-K as
soon as practicable.
to the Third Amendment, the Lenders under the Credit Agreement
have agreed to (i) waive certain Defaults and Events of Defaults
(each as defined in the Credit Agreement) that may have occurred,
is occurring or hereafter occur, resulting from, among other
things, (x) failure to deliver to the Administrative Agents the
financial statements and the related deliverables for the fiscal
year ended December 31, 2016, by the applicable deadline under
the Credit Agreement, (y) any restatement, revision or other
adjustment of certain financial statements as a result of the
Companys review described in the April 8-K as a result of the
Companys incorrect recognition of revenue transactions at its
Korean and Japanese locations for certain fiscal periods set
forth in the Third Amendment and (z) any breach of any
representation or affirmative covenant as a result of certain
deliverables delivered being incorrect that is discovered as part
of the review described in the April 8-K to the extent that such
breach is due to the Companys incorrect recognition of revenue
transactions at its Korean and Japanese locations for certain
fiscal periods set forth in the Third Amendment and (ii) extend
the deadlines for delivery of the financial statements for the
fiscal year ended December 31, 2016, and certain related
deliverables (collectively, the Financial Reports) as
described below. In connection with the Third Amendment, the
Company has agreed to pay, among other fees and expenses, to the
lenders that approved the Third Amendment a consent fee of 0.125%
of the sum of such lenders (i) aggregate principal amount of its
Term Loans outstanding and (ii) Revolving Credit Commitment (each
as defined in the Credit Agreement).
If the holders of a majority in principal amount outstanding of
each of the Companys 6.500% senior subordinated notes due 2020
(the 6.500% Notes), 6.375% senior subordinated notes due
2023 (the 6.375% Notes) and 7.250% senior notes due 2018
(the 7.250% Notes and together with the 6.500% Notes and
the 6.375% Notes, the Notes) consent to an extension for
the delivery of the Financial Reports until no earlier than June
7, 2017 and waive any default or event of default that has arisen
from the Financial Reports not being timely delivered in
accordance with the terms of the applicable indentures, then the
Third Amendment provides for an extension of the deadline for
delivery of the Financial Reports to May 31, 2017.
If the holders of a majority in principal amount outstanding of
each of the Notes do not consent to an extension, the Third
Amendment extends the deadline for delivery of the Financial
Reports to May 10, 2017.
The foregoing summary of the Third Amendment does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Third Amendment, a copy which is filed as
Exhibit 10.1 hereto and is incorporated herein by reference. The
Credit Agreement was previously filed as Exhibit 10.1 to the
Companys Current Report on Form 8-K filed on June 24, 2015.
Item 9.01
Financial Statements and Exhibits.
EXHIBIT
NO.
DESCRIPTION
10.1
Third Amendment, dated as of April 24, 2017, among the
Company, certain subsidiaries of the Company, the several
lenders from time to time party thereto, Goldman Sachs Bank
USA as B term loan administrative agent, Healthcare
Financial Solutions, LLC, as pro rata administrative agent,
to the secured Credit Agreement, dated as of June 18, 2015,
among the Company, the several lenders from time to time
party thereto, the Administrative Agents and certain other
agents and arrangers.
Cautionary Statement Regarding Forward-Looking Statements
This report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as
amended. Readers can identify these statements by forward-looking
words such as preliminary, may, could, should, would, intend,
will, expect, anticipate, believe, estimate, can, continue or
similar words. A number of important factors could cause actual
results of Alere and its subsidiaries to differ materially from
those indicated by such forward-looking statements. These factors
include, but are not limited to, (i) the risk that the review
discussed above and preparation of restated financial statements
are not completed in a timely manner, (ii) the risk that the
failure by Alere to file its Form 10-K for the fiscal year ended
December 31, 2016 in a timely manner could lead to the
acceleration of the maturity of certain of Aleres indebtedness,
(iii) the possibility that the review discussed above and the
preparation of restated financial statements uncover additional
error or errors in revenue recognition which require additional
adjustments which may be material, or additional material
weaknesses in the Companys internal controls over financial
reporting, (iv) risks relating to the ongoing investigations by
the United States Securities and Exchange Commission (the
SEC) and the United States Department of Justice, (v) the
risk that these or other risk factors impact the expected timing
of the filing of the Form 10-K for the fiscal year ended December
31, 2016, and (vi) the risk factors detailed in Part I, Item 1A,
Risk Factors, of our Annual Report on Form 10-K for the fiscal
year ended December 31, 2015 (as filed with the SEC on August 8,
2016) and other risk factors identified herein or from time to
time in our periodic filings with the SEC. Readers should
carefully review these risk factors, and should not place undue
reliance on our forward-looking statements. These forward-looking
statements are based on information, plans and estimates at the
date of this report. The Company undertakes no obligation to
update any forward-looking statements to reflect changes in
underlying assumptions or factors, new information, future events
or other changes.


About ALERE INC. (NYSE:ALR)

Alere Inc. is a provider of health information through diagnostic tests. The Company’s segments include professional diagnostics, consumer diagnostics, and corporate and other. The professional diagnostics segment includes an array of diagnostic test products and other in vitro diagnostic tests marketed to medical professionals and laboratories for detection of diseases and conditions within its areas of focus. The consumer diagnostics segment consists primarily of manufacturing operations related to its role as the exclusive manufacturer of products for SPD Swiss Precision Diagnostics (SPD), its joint venture with The Procter & Gamble Company (P&G). The Company’s professional diagnostic solutions allow patients and their healthcare providers to work together to manage patients’ conditions over the continuum of care, from the hospital to home. The Company offers lines of drugs-of-abuse tests, reagent systems and laboratory testing options.

ALERE INC. (NYSE:ALR) Recent Trading Information

ALERE INC. (NYSE:ALR) closed its last trading session up +0.14 at 49.04 with 1,561,453 shares trading hands.