BIOSCRIP, INC. (NASDAQ:BIOS) Files An 8-K Entry into a Material Definitive Agreement

BIOSCRIP, INC. (NASDAQ:BIOS) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Senior Credit Facilities

On January 6, 2017, BioScrip, Inc. (the Company) entered into a
sixth amendment (the Sixth Amendment) to its credit agreement
dated as of July 31, 2013, with SunTrust Bank (SunTrust),
Jefferies Finance LLC and Morgan Stanley Senior Funding, Inc., as
amended on December 23, 2013, January 31, 2014, March 1, 2015,
August 6, 2015 and October 9, 2015 (the Senior Credit
Facilities). The Sixth Amendment amended the Senior Credit
Facilities to, among other things, (a) permanently reduce the
revolving commitments in accordance with a schedule set forth
therein and prohibit further revolving borrowings, (b) require
the cash collateralization of letters of credit issued
thereunder, (c) increase the interest rate for loans outstanding
under the Senior Credit Facilities and require a portion of
accrued interest at the increased rate to be paid-in-kind, (d)
permit the Company and its subsidiaries to enter into the Priming
Credit Agreement (as defined below), which provides the Company
with an aggregate borrowing commitment of $25,000,000, to be
fully drawn at closing, and permit the Company to incur the
obligations thereunder and to subordinate the liens securing the
Senior Credit Facilities to the liens securing the obligations
under the Priming Credit Agreement, and (e) amend certain
covenants, including by (i) increasing the consolidated senior
secured net leverage ratio covenant, (ii) adding a minimum EBITDA
covenant, to be tested quarterly, and (iii) otherwise restricting
the ability of the Company and its subsidiaries to incur certain
additional indebtedness and make additional significant
investments or acquisitions.

A copy of the Sixth Amendment, including the schedules and other
attachments thereto, is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.

The foregoing description of the Sixth Amendment does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Sixth Amendment.

Priming Credit Agreement

On January 6, 2017, the Company entered into a new credit
agreement (the Priming Credit Agreement) with certain existing
lenders under the Senior Credit Facilities and SunTrust, as
administrative agent for itself and the lenders. The Priming
Credit Agreement provides an aggregate borrowing commitment of
$25,000,000, which will be fully drawn at closing. The Company
intends to use the proceeds of the borrowing under the Priming
Credit Agreement (i) to permanently prepay a portion of the
outstanding revolving loan balance under the Senior Credit
Facilities, (ii) to cash collateralize letters of credit issued
under the Senior Credit Facilities, (iii) to pay fees and
expenses in connection with the execution and delivery of the
Priming Credit Agreement and the Sixth Amendment, and (iv) for
working capital and other general corporate purposes.

The Company will pay interest on the outstanding loans under the
Priming Credit Agreement at a rate of 10% per annum, and accrued
interest will be payable in cash monthly in arrears on the last
day of each fiscal month. The obligations under the Priming
Credit Agreement are not subject to scheduled amortization
installments, and all outstanding obligations will mature and be
due and payable in full in cash on July 31, 2018. The occurrence
of certain events of default may increase the applicable rate of
interest by 2% and could result in the acceleration of the
Companys obligations under the Priming Credit Agreement prior to
stated maturity.

The Priming Credit Agreement contains mandatory prepayments,
representations and warranties, affirmative and negative
covenants, financial covenants and events of default that are
substantially identical to the corresponding provisions of the
Senior Credit Facilities. In addition, the obligations under the
Priming Credit Agreement are guaranteed by joint and several
guarantees from the Companys subsidiaries and secured by a
security interest on substantially all of the assets of the
Company and its subsidiaries.

The payment obligations under the Priming Credit Agreement rank
pari passu in right of payment with the payment obligations under
the Senior Credit Facilities. Upon the occurrence of certain
mandatory prepayment events, the Company is required to apply the
net proceeds thereof, first, to the permanent prepayment of
outstanding revolving loans under the Senior Credit Facilities
until paid in full, next, to the permanent prepayment of
outstanding term loans under the Senior Credit Facilities until
paid in full, and, last, to the permanent prepayment of
outstanding loans under the Priming Credit Agreement.

The liens securing the obligations under the Priming Credit
Agreement rank senior in priority to the liens securing the
obligations under the Senior Credit Facilities. In connection
with the Sixth Amendment and the Priming Credit Agreement, the
Company, SunTrust, as the administrative agent for the Senior
Credit Facilities, and SunTrust, as the administrative agent
under the Priming Credit Agreement, entered into an intercreditor
agreement containing customary provisions to subordinate the lien
priority of the liens granted under the Senior Credit Facilities
to the liens granted under the Priming Credit Agreement.

In connection with entering into the Sixth Amendment and the
Priming Credit Agreement, the Company provided disclosure
schedules with updated information on certain assets, properties,
operations and other matters, including an update on the breach
of contract litigation in the Court of Chancery between the
Company and Walgreens. These updates can be found in the
schedules and other attachments to the Priming Credit Agreement,
a copy of which is filed as Exhibit 10.2 to this Current Report
on Form 8-K and is incorporated herein by reference.

The foregoing description of the Priming Credit Agreement does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Priming Credit Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of
Registrant.

The disclosure provided above to Item 1.01, including the
Exhibits, is incorporated herein by reference.

Item 8.01 Other Events

On January 6, 2017, the Company issued a press release announcing
its entry into the Priming Credit Agreement and the Sixth
Amendment, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference. The disclosure provided above
to Item 1.01, including the Exhibits, is incorporated herein by
reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
See the Exhibit Index which is hereby incorporated herein by
reference.


About BIOSCRIP, INC. (NASDAQ:BIOS)

BioScrip, Inc. is engaged in providing infusion solutions. The Company partners with physicians, hospital systems, skilled nursing facilities, healthcare payors and pharmaceutical manufacturers to provide patients access to post-acute care services. The Company operates through Infusion Services segment. The Company operates through approximately 70 service locations in over 30 states. The Company offers home infusion services to provide clinical management services and the delivery of prescription medications. The Company provides services in coordination with, and under the direction of, the patient’s physician. The Company’s multidisciplinary team of clinicians, including pharmacists, nurses, dietitians and respiratory therapists, work with the physician to develop a plan of care suited to the patient’s specific needs. Its platform provides service capabilities to deliver clinical management services that offer patients a community-based and home-based care environment.

BIOSCRIP, INC. (NASDAQ:BIOS) Recent Trading Information

BIOSCRIP, INC. (NASDAQ:BIOS) closed its last trading session up +0.04 at 1.55 with 4,819,115 shares trading hands.

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