ALERE INC. (NYSE:ALR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement.
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On May 30, 2017 (the Fourth Amendment Effective Date),
Alere Inc. (the Company or Alere) entered into a
Fourth Amendment, dated as of May 30, 2017, (as amended or
otherwise modified from time to time, the Fourth
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.
Alere Inc. (the Company or Alere) entered into a
Fourth Amendment, dated as of May 30, 2017, (as amended or
otherwise modified from time to time, the Fourth
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.
to the Fourth 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, (such
financial statements and deliverables, the FY 2016 Financial
Reports) and the fiscal quarter ended March 31, 2017, (such
financial statements and deliverables, the Q1 2017 Financial
Reports) in each case, by the applicable deadlines 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 Companys Current Report on
Form 8-K dated as of May 22, 2017, (the May 8-K) as a
result of the Companys incorrect recognition of revenue
transactions for certain fiscal periods set forth in the Fourth
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 May 8-K to the extent that such breach
is due to the Companys incorrect recognition of revenue
transactions for certain fiscal periods set forth in the Fourth
Amendment, (ii) extend the deadlines for delivery of the FY
2016 Financial Reports, to the earlier of (A) July 15, 2017,
and (B) the date that is three business days prior to the
earliest date (after giving effect to any applicable cure
periods or any waivers or other types of extensions) that an
event of default would arise under the indentures for 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
(together with the 6.500% Notes and the 6.375% Notes, the
Notes) as a result of the failure to timely deliver the
FY 2016 Financial Reports and (iii) extend the deadlines for
delivery of the Q1 2017 Financial Reports to the earliest of
(A) the date that is ten business days after delivery of the FY
2016 Financial Reports, (B) the date that is three business
days prior to the earliest date (after giving effect to any
applicable cure periods or any waivers or other types of
extensions) that an event of default would arise under the
indentures for the Notes as a result of the failure to timely
deliver the Q1 2017 Financial Reports and (C) July 28, 2017. In
connection with the Fourth Amendment, the Company has agreed to
pay, among other fees and expenses, to the lenders that
approved the Fourth Amendment a consent fee of 0.25% 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).
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, (such
financial statements and deliverables, the FY 2016 Financial
Reports) and the fiscal quarter ended March 31, 2017, (such
financial statements and deliverables, the Q1 2017 Financial
Reports) in each case, by the applicable deadlines 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 Companys Current Report on
Form 8-K dated as of May 22, 2017, (the May 8-K) as a
result of the Companys incorrect recognition of revenue
transactions for certain fiscal periods set forth in the Fourth
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 May 8-K to the extent that such breach
is due to the Companys incorrect recognition of revenue
transactions for certain fiscal periods set forth in the Fourth
Amendment, (ii) extend the deadlines for delivery of the FY
2016 Financial Reports, to the earlier of (A) July 15, 2017,
and (B) the date that is three business days prior to the
earliest date (after giving effect to any applicable cure
periods or any waivers or other types of extensions) that an
event of default would arise under the indentures for 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
(together with the 6.500% Notes and the 6.375% Notes, the
Notes) as a result of the failure to timely deliver the
FY 2016 Financial Reports and (iii) extend the deadlines for
delivery of the Q1 2017 Financial Reports to the earliest of
(A) the date that is ten business days after delivery of the FY
2016 Financial Reports, (B) the date that is three business
days prior to the earliest date (after giving effect to any
applicable cure periods or any waivers or other types of
extensions) that an event of default would arise under the
indentures for the Notes as a result of the failure to timely
deliver the Q1 2017 Financial Reports and (C) July 28, 2017. In
connection with the Fourth Amendment, the Company has agreed to
pay, among other fees and expenses, to the lenders that
approved the Fourth Amendment a consent fee of 0.25% 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).
The foregoing summary of the Fourth Amendment does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Fourth 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.
to be complete and is qualified in its entirety by reference to
the full text of the Fourth 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.
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Item 9.01
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Financial Statements and Exhibits.
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EXHIBIT
NO.
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DESCRIPTION
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10.1
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Fourth Amendment, dated as of May 30, 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 in
the May 8-K is not completed in a timely manner or the scope
of such review expands, (ii) the risk that the failure by
Alere to file its Form 10-K for the fiscal year ended
December 31, 2016, and Form 10-Q for the fiscal quarter ended
March 31, 2017, in a timely manner could lead to the
acceleration of the maturity of certain of Aleres
indebtedness, (iii) the possibility that the review discussed
in the May 8-K and the preparation of restated financial
statements uncover additional error or errors in revenue
recognition or other financial information 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 Form 10-Q for
the fiscal quarter ended March 31, 2017, 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.
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 in
the May 8-K is not completed in a timely manner or the scope
of such review expands, (ii) the risk that the failure by
Alere to file its Form 10-K for the fiscal year ended
December 31, 2016, and Form 10-Q for the fiscal quarter ended
March 31, 2017, in a timely manner could lead to the
acceleration of the maturity of certain of Aleres
indebtedness, (iii) the possibility that the review discussed
in the May 8-K and the preparation of restated financial
statements uncover additional error or errors in revenue
recognition or other financial information 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 Form 10-Q for
the fiscal quarter ended March 31, 2017, 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 down -0.16 at 48.66 with 509,954 shares trading hands.