DIGIRAD CORPORATION (NASDAQ:DRAD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
entered into a Revolving Credit Agreement (the Comerica Credit
Agreement) with Comerica Bank, a Texas banking association
(Comerica).
facility (maturing in June 2022) with a maximum credit amount of
$25,000,000 (the Comerica Credit Facility). The Companys
subsidiaries are guarantors under the Comerica Credit Facility.
Under the Comerica Credit Facility, the Company can request the
issuance of letters of credit in an aggregate amount not to
exceed $1,000,000 at any one time outstanding.
interest at either (i) the LIBOR Rate, as defined in the Comerica
Credit Agreement, plus a margin of 2.35%; or (ii) the PRR-based
Rate, as defined below, plus a margin of 0.5%. As used in this
Current Report on Form 8-K and in the Comerica Credit Agreement,
PRR Base Rate means the greatest of (a) the Prime Rate in effect
on such day (as defined in the Comerica Credit Agreement) plus
0.5%, or (b) the daily adjusting LIBOR Rate plus 2.50%.
the Comerica Credit Facility to refinance and terminate,
effective as of June 21, 2017, that certain Credit Agreement,
dated January 1, 2016, by and among Digirad, certain subsidiaries
of Digirad identified on the pages thereof as Borrowers, the
lenders party thereto, and Wells Fargo Bank, National Association
as administrative agent and as sole lead arranger and sole book
runner (the Wells Fargo Credit Agreement). The Wells Fargo Credit
Agreement provided for a five-year credit facility with a maximum
credit amount of $40,000,000. The Company did not incur an early
termination penalty as a result of terminating the Wells Fargo
Credit Agreement.
warranties, events of default, as well as certain affirmative and
negative covenants customary for credit agreements of this type.
These covenants include restrictions on borrowings, investments
and divestitures, as well as limitations on the Companys ability
to make certain restricted payments. These restrictions do not
prevent or prohibit the payment of dividends by the Company
consistent with past practice. Upon the occurrence and during the
continuation of an event of default under the Comerica Credit
Agreement, Comerica may, among other things, declare the loans
and all other obligations under the Comerica Credit Agreement
immediately due and payable and increase the interest rate at
which loans and obligations under the Comerica Credit Agreement
bear interest. to a separate Security Agreement dated June 21,
2017, between the Company, its subsidiaries and Comerica Bank,
the Comerica Credit Facility is secured by a first-priority
security interest in substantially all of the assets (excluding
real estate) of the Company and its subsidiaries and a pledge of
all shares and membership interests of the Companys subsidiaries.
not purport to be complete and is qualified in its entirety by
reference to the Comerica Credit Agreement, a copy of which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated into this Item 1.01 by reference.
termination of the Wells Fargo Credit Agreement is incorporated
into this Item 1.02 by reference.
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
under Item 1.01 is incorporated into this Item 2.03 by reference.
A copy of the Comerica Credit Agreement is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated into this
Item 2.03 by reference.
the Comerica Credit Agreement. A copy of the press release is
furnished as Exhibit 99.1 attached to this Form 8-K and
incorporated into this item 7.01 by reference.
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Exhibit No.
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Description
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10.1
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Revolving Credit Agreement, dated June 21, 2017 by and
among Digirad Corporation and Comerica Bank. |
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99.1
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Press Release, dated June 23, 2017.
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DIGIRAD CORP ExhibitEX-10.1 2 exhibit101comericacreditag.htm EXHIBIT 10.1 Exhibit Exhibit 10.1 DIGIRAD CORPORATIONREVOLVING CREDIT AGREEMENT DATED AS OF JUNE 21,…To view the full exhibit click here About DIGIRAD CORPORATION (NASDAQ:DRAD)
Digirad Corporation is a provider of diagnostic solutions. The Company’s business is organized into two segments: Diagnostic Services and Diagnostic Imaging. The Company provides in-office nuclear cardiology and ultrasound imaging services. It also provides cardiac event monitoring services to physician practices, hospitals and imaging centers through its Diagnostic Services business segment. The Company sells solid-state gamma cameras for nuclear cardiology and general nuclear medicine applications, as well as provides service on the products it sells through its Diagnostic Imaging business segment. Diagnostic Services also offers remote cardiac event monitoring services, which include provision of a monitor, remote monitoring by registered nurses and monitoring support for its patients and physician customers. Its nuclear cameras feature detectors based on solid-state technology. Its cameras are used in hospitals, imaging centers, physician offices, and by mobile service providers.