PerkinElmer, Inc. (NYSE:PKI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On August11, 2017, PerkinElmer, Inc. (the “Company”) entered into a 364-day unsecured term loan facility (the “Facility”) in the principal amount of $200 million, established to a Loan Agreement (the “Loan Agreement”) with JPMorgan Chase Bank, N.A. acting as Administrative Agent, sole bookrunner and sole lead arranger, and the lenders from time to time party thereto. Terms used in this Item 1.01 and not defined herein shall have the meanings ascribed to them in the Loan Agreement, which is attached to this Form 8-K as Exhibit 10.1.
Term loans under the Facility are available from the Effective Date until the earliest of (i)3:00 p.m. New York City time on December31, 2017, (ii)the Company’s acquisition of a majority equity interest in EUROIMMUN Medizinische Labordiagnostika AG to the Share Sale and Transfer Agreement (“Share Sale Agreement”) with Prof. Dr.Winfried Stöcker and his affiliated investment holding company Stöcker Vermögensverwaltungsgesellschaft mbH& Co. KG, with the use of loans under the Facility (the “EUROIMMUN Acquisition”), (iii)the date that is twenty days after the close of the EUROIMMUN Acquisition without the use of loans under the Facility, (iv)the public announcement of the abandonment of the EUROIMMUN Acquisition by the Company and (v)the termination of the Share Sale Agreement prior to the closing of the EUROIMMUN Acquisition or the termination of the Company’s obligations under the Share Sale Agreement to consummate the EUROIMMUN Acquisition (the earliest of clauses (i)-(v)being the “Commitment Expiration Date”). The loans may be used to finance the EUROIMMUN Acquisition and for general corporate purposes.
Loans under the Facility can be Eurocurrency Loans or ABR Loans at the Company’s option. Each Eurocurrency Loan will bear interest at a rate per annum equal to the Adjusted LIBO Rate plus a margin based on the Company’s Debt Ratings from time to time of between 1.00% and 1.75%. Each ABR Loan will bear interest at a rate per annum equal to the Alternate Base Rate plus a margin based on the Company’s Debt ratings from time to time of between 0.00% and 0.75%. In addition, the Company has agreed to pay a ticking fee based on the Company’s Debt Ratings from time to time of between 0.10% and 0.25% times the actual daily amount of the Commitments in effect, accruing beginning on October1, 2017 and continuing until the Commitment Expiration Date. The loans will be repayable in full at maturity.
The Loan Agreement contains customary affirmative and negative covenants for credit facilities of this type, including, among others, limitations on the Company and its subsidiaries with respect to liens, investments, incurrence of indebtedness, disposition of assets, mergers and acquisitions, dividends and distributions, and transactions with affiliates. The Loan Agreement contains a debt-to-capitalization ratio covenant applicable so long as the Company’s debt is rated investment grade (as defined in the Loan Agreement). This covenant is replaced by leverage ratio and interest coverage ratio covenants under certain circumstances. The Loan Agreement also contains customary events of default (with customary grace periods, as applicable).
The Company has from time to time had banking relationships with JPMorgan Chase Bank, N.A.
The foregoing description of the Loan Agreement and related matters is qualified in its entirety by reference to the full text of the Loan Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 1.01 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
On August11, 2017, the Company entered into an Amendment No.1 (the “Amendment”) to its existing Credit Agreement, dated August11, 2016, by and among the Company, Wallac Oy, and PerkinElmer Health Sciences, Inc. as borrowers, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Revolving Credit Agreement”).
The Amendment amends the Revolving Credit Agreement to (i)remove the foreign currency sublimit under the facility, (ii)amend the indebtedness negative covenant to allow the Company to assume existing indebtedness of an acquired entity and to incur additional debt, and (iii)amend the Company’s financial covenants to allow for a higher consolidated leverage ratio through the fiscal quarter ending July1, 2018.
The foregoing description of the Revolving Credit Agreement and related matters is qualified in its entirety by reference to the full text of the Revolving Credit Agreement, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
| Item 1.01. | Financial Statements and Exhibits |
See Exhibit Index attached to this Current Report on Form 8-K, which is incorporated herein by reference.
PERKINELMER INC ExhibitEX-10.1 2 d429900dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 LOAN AGREEMENT dated as of August 11,…To view the full exhibit click here
About PerkinElmer, Inc. (NYSE:PKI)
PerkinElmer, Inc. is a provider of products, services and solutions to the diagnostics, research, environmental and laboratory markets. The Company’s operating segments include Human Health, Environmental Health and Corporate. The Human Health segment concentrates on developing diagnostics, tools and applications to help detect diseases earlier. Within its Human Health segment, the Company serves the diagnostics and research markets. It provides early detection for genetic disorders from pregnancy to early childhood, as well as flat panel X-ray detectors and infectious disease testing for the diagnostics market. The Environmental Health segment provides products, services and solutions to facilitate the creation of safer food and consumer products, secure surroundings and energy resources. The Environmental Health segment serves the environmental, industrial and laboratory services markets. The Company markets its products and services in over 150 countries.