InfuSystem Holdings, Inc. (NYSEMKT:INFU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
2021 Credit Facility
On February 5, 2021, InfuSystem Holdings, Inc (the \”Company\”) together with its direct and indirect subsidiaries, entered into a Credit Agreement (the “2021 Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), sole bookrunner and sole lead arranger, and the lenders party thereto. The borrowers under the 2021 Credit Agreement are the Company, InfuSystem Holdings USA, Inc. (“Holdings”), InfuSystem, Inc. (“InfuSystem”), First Biomedical, Inc. (“FBI”), and IFC LLC (“IFC” and, collectively with the Company, Holdings, InfuSystem and FBI, the “Borrowers”).
The 2021 Credit Agreement provides for a revolving credit facility (the “Revolving Facility”) of $75 million, maturing on February 5, 2026. The Revolving Facility may be increased by $25 million, subject to certain conditions, including the consent of the Agent and obtaining necessary commitments. The lenders under the 2021 Credit Facility may issue up to $7 million in letters of credit subject to the satisfaction of certain conditions. On February 5, 2021, the Borrowers made an initial borrowing of $30 million under the Revolving Facility. Proceeds from the loan, along with approximately $8.2 million in cash, were used to repay all amounts due under the Company’s existing credit facility dated March 23, 2015 (the “2015 Credit Agreement”).
Amounts outstanding under the Revolving Facility bear interest at a variable rate equal to, at the Company\’s election, a LIBO Rate for Eurodollar loans or an Alternate Base Rate for ABR loans, as defined by the 2021 Credit Agreement, plus a spread that will vary depending upon the Company\’s leverage ratio. The spread ranges from 2.00% to 3.00% for Eurodollar Loans and 1.00% to 2.00% for base rate loans. The initial spread under the 2021 Credit Agreement is 2.00% for Eurodollar loans and 1.00% for ABR loans.
The 2021 Credit Agreement has customary representations and warranties, and the ability to borrow under the facility is subject to ongoing compliance with a number of customary affirmative and negative covenants, including limitations on indebtedness, liens, mergers, acquisitions, investments, asset sales, affiliate transactions and restricted payments, as well as financial covenants, including the following:
The 2021 Credit Agreement includes customary events of default, and the occurrence of an event of default will permit the lenders to terminate commitments to lend under the Revolving Facility and accelerate payment of all amounts outstanding thereunder.
A copy of the 2021 Credit Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 10.1.
Pledge and Security Agreement
Simultaneous with the execution of the 2021 Credit Agreement, the Company entered into a Pledge and Security Agreement to secure repayment of the obligations of the Borrowers. Under the Pledge and Security Agreement, each Borrower has granted to the Agent, for the benefit of various secured parties, a first priority security interest in substantially all of the personal property assets of each of the Borrowers, including the shares of each of Holdings, InfuSystem and FBI and the equity interests of IFC.
A copy of the Pledge and Security Agreement is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 10.2.
Item 1.02 Termination of a Material Definitive Agreement.
On February 5, 2020, in connection with the execution and closing of the 2021 Credit Agreement, the Company, along with its wholly owned subsidiaries as borrowers, terminated the 2015 Credit Agreement. All outstanding loans under the 2015 Credit Agreement have been repaid and all liens under the 2015 Credit Agreement have been released, except that a letter of credit originally issued under the 2015 Credit Agreement in the amount of approximately $0.8 million was transferred to the 2021 Credit Agreement. In connection with the termination of the 2015 Credit Agreement, the Company wrote off deferred financing costs of less than $0.1 million.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-BalanceSheet Arrangement ofa Registrant.
The disclosure contained in Item 1.01 is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On February 11, 2021, the Company issued a press release announcing the 2021 Credit Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Item 7.01 — “Regulation FD Disclosure” of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
InfuSystem Holdings, Inc Exhibit
EX-10.1 2 ex_225362.htm EXHIBIT 10.1 ex_225362.htm Exhibit 10.1 Execution Copy CREDIT AGREEMENT dated as of February 5,…
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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.