InfuSystem Holdings, Inc. (NYSEMKT:INFU) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On December5, 2016, InfuSystem Holdings, Inc. (the Company), and
its direct and indirect subsidiaries, entered into a First
Amendment to Credit Agreement and Waiver (the First Amendment)
with JPMorgan Chase Bank, N.A., as lender (the Lender), which
amends the Credit Agreement among the Company, its direct and
indirect subsidiaries, and the Lender, entered into on March23,
2015 (the Credit Agreement). All capitalized terms used herein
are defined in either the First Amendment or the Credit
Agreement.
The First Amendment amends the Credit Agreement to, among other
things:
(i) |
waive the Event of Default that results from the failure to timely deliver the unaudited financial statements for the fiscal quarter ended September30, 2016; |
(ii) |
waive the Event of Default that results from a breach of the Fixed Charge Coverage covenant as of March31, 2016; |
(iii) |
waive the Event of Default that results from the unintentional misrepresentations made prior to the date of the First Amendment in connection with the certification as to the accuracy of the financial statements; |
(iv) |
restructure the credit facility to effectively consolidate Term Loan A and Term Loan B into a single Term Loan resulting in a new total drawn amount of $32 million under the Term Loan with the approximately $5 million excess over the current aggregate drawn amounts under Term Loan A and Term Loan B to be available to reduce the Companys drawings under the revolving credit line; |
(v) |
set the maturity of the new Term Loan described in item (iv)and the revolving credit line to five (5)years from the effective date of the First Amendment; |
(vi) |
set the quarterly mandatory principal payment due on the Term Loan to $1.3 million due on the last business day of each fiscal quarter with any remaining unpaid and outstanding amount due at maturity; |
(vii) |
amend the deadline for delivery of consolidated financial statements to allow for the delivery of such statements for the quarter ended September30, 2016 by December16, 2016; |
(viii) |
amend the deadline for delivery of the Companys annual financial plan and forecast to thirty (30)days after the end of each fiscal year; |
(ix) |
amend the Leverage Ratio covenant to provide for the following schedule of maximum permitted ratios: (i)3.0 to 1.0 at any time on or after the effective date but prior to December31, 2015, (ii)2.75 to 1.0 at any time on or after December31, 2015 but prior to March31, 2017, (iii)2.50 to 1.0 at any time on or after March31, 2017 but prior to March31, 2018 or (iv)2.25 to 1.00 at any time on or after March31, 2018; and |
(x) |
amend the definition of EBITDA to provide for the exclusion of certain one-time expenses directly related to the restatement of the Companys financial statements. |
As a result of the waivers of Events of Default contained within
the First Amendment, the Company is in compliance with all such
covenants as of the date of this report.
The foregoing description of the First Amendment does not purport
to be complete and is qualified in its entirety by reference to
the complete text of the First Amendment, which is filed
herewith, as well as the complete text of the Credit Agreement,
which was filed with the Securities and Exchange Commission on
May12, 2015 as Exhibit 10.1 to the Companys Quarterly Report on
Form 10-Q.
Item2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information in Item1.01 of the Current Report on Form 8-K is
hereby incorporated by reference into this Item2.03.
Item9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibits: |
10.1 |
First Amendment to Credit Agreement and Waiver, dated as of December5, 2016, among InfuSystem Holdings, Inc., and its direct and indirect subsidiaries, with JPMorgan Chase Bank, N.A., as Lender |
About InfuSystem Holdings, Inc. (NYSEMKT:INFU)
InfuSystem Holdings, Inc. is a provider of infusion pumps and related products and services for patients in the home, oncology clinics, ambulatory surgery centers and other sites of care. The Company delivers local, field-based customer support and also operates pump service and repair Centers of Excellence in Michigan, Kansas, California, Texas and Ontario, Canada. Its service is to supply electronic ambulatory infusion pumps and associated disposable supply kits to oncology clinics, infusion clinics and hospital outpatient chemotherapy clinics for the treatment of a range of cancers, including colorectal cancer, pain management and other disease states. It sells or rents new and pre-owned pole mounted and ambulatory infusion pumps to, and provides biomedical recertification, maintenance and repair services for oncology practices, as well as other alternate site settings, including home care and home infusion providers, skilled nursing facilities, pain centers and others. InfuSystem Holdings, Inc. (NYSEMKT:INFU) Recent Trading Information
InfuSystem Holdings, Inc. (NYSEMKT:INFU) closed its last trading session up +0.05 at 1.95 with 207,992 shares trading hands.