Item 1.01
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Entry into a Material Definitive Agreement.
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On April 17, 2020, CONMED Corporation, a New York corporation (“CONMED”), and its subsidiary Linvatec Nederland B.V., a Netherlands private limited company (besloten vennootschap), entered into the Second Amendment (the “Second Amendment”) to the Sixth Amended and Restated Credit Agreement, dated February 7, 2019 (the “Existing Credit Agreement” and, as amended by the Second Amendment, the “Credit Agreement”), among CONMED, the Foreign Subsidiary Borrowers (as defined therein) from time to time parties thereto, the several banks and other financial institutions or entities from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Existing Credit Agreement was filed as Exhibit 10.1 to CONMED’s Current Report on Form 8-K on February 7, 2019.
The Second Amendment amends the Existing Credit Agreement to, among other things, suspend the application of the financial maintenance covenants thereunder, modify certain restrictive covenants therein and modify the applicable interest rates and commitment fees payable thereunder.
In particular, while the Suspension Period is in effect:
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the required consolidated senior secured leverage ratio will not be applicable;
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the required consolidated total leverage ratio will not be applicable;
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the consolidated fixed charge coverage ratio for the period of four consecutive fiscal quarters ending on the applicable fiscal quarter will be reduced from 2.25 to 1.00 to: (i) 2.00 to 1.00 for the fiscal quarter ending June 30, 2020; (ii) 1.50 to 1.00 for the fiscal quarter ending September 30, 2020; (iii) 1.75 to 1.00 for the fiscal quarter ending December 31, 2020 and (iv) 1.75 to 1.00 for the fiscal quarter ending March 31, 2021; and
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certain other covenants in the Existing Credit Agreement will be modified to impose greater restrictions on CONMED’s ability to incur indebtedness and liens, and to make certain restricted payments, including, among other things, investments and acquisition transactions.
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“Suspension Period” means the period beginning on the effective date of the Second Amendment and ending on earlier of (i) the first date on which CONMED delivers a certificate demonstrating compliance with the financial maintenance covenants set forth in the Credit Agreement for the fiscal quarter ended June 30, 2021 or (ii) at the election of CONMED, the first date on which CONMED delivers a certificate demonstrating compliance certificate with the financial maintenance covenants that were contained in the Existing Credit Agreement for any fiscal quarter starting with the fiscal quarter ending September 30, 2020.
Additionally, from the effective date of the Second Amendment through March 31, 2021, CONMED may not permit its liquidity, as defined in the Credit Agreement, to be less than $135 million.
With respect to any borrowings under the revolving credit facility during the Suspension Period, if the aggregate amount of available cash, as defined in the Credit Agreement, would exceed $75 million after giving effect to the applicable borrowing and any other transactions occurring prior to or substantially simultaneous with such borrowing, the borrower must deliver a certificate certifying the proposed use of
the proceeds of the borrowing and, if such proceeds are not applied in accordance with such certificate within five business days, repay the revolving credit facility in an amount equal to the lesser of (i) the unused proceeds and (ii) the amount necessary to cause available cash to be equal to or less than $75 million.
The Second Amendment modifies the interest rates and commitment fees that CONMED is required to pay during and after the Suspension Period. The credit facilities under the Credit Agreement bear interest at variable rates calculated according to a base rate or a Eurocurrency rate plus an applicable margin. CONMED must also pay commitment fees quarterly on the revolving credit facility. Prior to the Suspension Period, both the applicable margin and the commitment fee rate varied depending on CONMED’s consolidated senior secured leverage ratio. During the Suspension Period, the applicable margin for base rate loans is 2.50% per annum and for Eurocurrency rate loans is 3.50% per annum, and the commitment fee rate for the revolving credit facility is 0.50%. Following the Suspension Period, the applicable margin and the commitment fee rate will depend upon CONMED’s consolidated senior secured leverage ratio, as set forth in the following pricing grid:
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Consolidated Senior
Secured Leverage Ratio
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Applicable Margin
for Eurocurrency
Loans
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Applicable
Margin for Base
Rate Loans
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Commitment Fee
Rate
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Greater than or equal to 4.00
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3.00
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%
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2.00
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%
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0.50
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%
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Less than 4.00 but greater than or equal to 3.50
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2.75
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%
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1.75
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%
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0.45
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%
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Less than 3.50 but greater than or equal to 3.00
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2.625
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%
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1.625
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%
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0.40
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%
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Less than 3.00 but greater than or equal to 2.50
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2.50
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%
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1.50
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%
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0.375
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Less than 2.50 but greater than or equal to 2.00
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2.25
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%
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1.25
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%
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0.35
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Less than 2.00 but greater than or equal to 1.50
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2.00
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%
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1.00
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%
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0.30
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%
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Less than 1.50
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1.875
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%
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0.875
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%
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0.25
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%
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The Second Amendment also modifies the interest rate floor applicable to the Eurocurrency rate from zero to 1.00%.
The Second Amendment was entered into by CONMED, as parent borrower, Linvatec Nederland, B.V., as a foreign subsidiary borrower, JPMorgan Chase Bank, N.A., as administrative agent and lender, and each of the other lenders party to the Credit Agreement.
The foregoing description of the Second Amendment does not purport to be complete and is subject to and qualified in its entirety by, the full text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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The information set forth under Item 1.01 above is incorporated by reference.