LANDAUER, INC. (NYSE:LDR) Files An 8-K Entry into a Material Definitive Agreement

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LANDAUER, INC. (NYSE:LDR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Material Definitive Agreement.

On July 13, 2017, Landauer, Inc. (the “Company”) and its subsidiaries Global Physics Solutions, Inc. (“GPS”) and Landauer Europe, Ltd. (“Landauer Europe” and together with GPS and the Company, the “Borrowers”), entered into a Second Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with BMO Harris Bank N.A., as administrative agent, and the lenders that are party thereto, which Amended Credit Agreement amends and restates in its entirety the Amended and Restated Credit Agreement dated as of August 2, 2013, as amended by the First Amendment to Amended and Restated Credit Agreement dated as of June 30, 2014 (as so amended, the “Existing Credit Agreement”).

The Amended Credit Agreement replaced the Existing Credit Agreement that contained substantially similar terms but decreased the revolving loan facility amount from $175 million to $125 million and extended the maturity date from August 2, 2018 to July 13, 2022. The Amended Credit Agreement also added Landauer Europe as a borrower entity, which addition included related modifications to the agreement to account for a borrower entity located in the United Kingdom.

The Amended Credit Agreement also, among other things, (i) amended the definition of EBITDA, (ii) amended the margins in the definition of Applicable Margin, (iii) includes a mandatory prepayment in an amount sufficient to reduce the then outstanding amounts to an amount not to exceed 50% of the applicable sublimit then in effect, if the administrative agent provides notification that the then outstanding loans exceed an amount equal to 105% of the applicable sublimit then in effect and (iv) clarifies that a letter of credit may expire one year beyond the letter of credit termination date so long as such letter of credit is cash collateralized in an amount equal to 103% of the maximum face amount of such letter of credit.

Similar to the Existing Credit Agreement, the Amended Credit Agreement contains customary representations and covenants, including financial covenants that the Company will maintain a fixed charge coverage ratio and leverage ratio within certain levels as defined therein.

A copy of the Amended Credit Agreement is attached as Exhibit 10.1 hereto and is herein incorporated by reference. The above referenced summary of the material terms of the Amended Credit Agreement is qualified in its entirety by reference to Exhibit 10.1.

Item 2.03

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

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER

DESCRIPTION

10.1

Second Amended and Restated Credit Agreement, dated as of July 13, 2017, among Landauer, Inc., Global Physics Solutions, Inc. and Landauer Europe, Ltd, as borrowers, BMO Harris Bank N.A., as administrative agent, and the lenders party thereto.


LANDAUER INC Exhibit
EX-10.1 2 ldr-20170717xex10_1.htm Exhibit 101 Landauer Second AR Credit Agreement Exhibit 10.1EXECUTION VERSION     SECOND AMENDED AND RESTATED CREDIT AGREEMENTdated as of July 13,…
To view the full exhibit click here

About LANDAUER, INC. (NYSE:LDR)

Landauer, Inc. is a provider of technical and analytical services to determine occupational and environmental radiation exposure. The Company is a provider of outsourced medical physics services, and a provider of radiology related medical products. The Company operates through three segments: Radiation Measurement, Medical Physics and Medical Products. The Company provides radiation dosimetry services to hospitals, medical and dental offices, universities, national laboratories, nuclear facilities and other industries. Medical physics services are provided through the Company’s Landauer Medical Physics (LMP) division. The Company uses LMP as a platform to expand into the medical physics services market, serving domestic hospitals, radiation therapy centers and imaging centers. The Company’s Medical Products segment provides medical consumable accessories used in radiology, radiation therapy and image guided surgery procedures.

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