Item 1.01 Entry into Material Definitive Agreement.
On July 31, 2019, Merit entered into a Third Amended and Restated Credit Agreement (the “
Third Amended Credit Agreement
”) with certain lenders identified therein (each a “
Lender
,” and collectively with other lenders from time to time party thereto, the “
Lenders
”), Wells Fargo Bank, National Association (the “
Agent
”), as administrative agent, swingline lender and Lender, Wells Fargo Securities, LLC, BOFA Securities, Inc., HSBC Bank USA, National Association and U.S. Bank National Association as joint lead arrangers and joint bookrunners, and Bank of America, N.A., HSBC Bank USA, National Association and U.S Bank National Association as Co-Syndication Agents. In addition to Wells Fargo Bank, National Association, Bank of America, N.A., HSBC Bank USA, National Association, U.S. Bank National Association, BMO Harris Bank, N.A. and MUFG Union Bank, N.A. are parties to the Third Amended Credit Agreement as Lenders. Pursuant to the terms of the Third Amended Credit Agreement, the Lenders have agreed to make a term loan in the amount of $150,000,000 and revolving credit loans up to an aggregate amount of $600,000,000, inclusive of sub-facilities of $40,000,000 for multicurrency borrowings, $40,000,000 for standby letters of credit and $30,000,000 for swingline loans from time to time.
On July 31, 2024, all principal, interest and other amounts outstanding under the Third Amended Credit Agreement are payable in full. At any time prior to the maturity date, Merit may repay any amounts owing under all revolving credit loans and all swingline loans in whole or in part, without premium or penalty, other than breakage fees payable of “Eurocurrency Rate Loans.” Revolving credit loans in dollars and terms loans made under the Third Amended Credit Agreement bear interest, at the election of Merit, at either (i) the Base Rate (as defined in the Third Amended Credit Agreement) plus the Applicable Margin (as defined in the Third Amended Credit Agreement), or (ii) the Eurocurrency Rate (as defined in the Third Amended Credit Agreement) plus the Applicable Margin. Revolving credit loans denominated in an Alternative Currency (as defined in the Third Amended Credit Agreement) shall bear interest at the Eurocurrency Rate plus the Applicable Margin. Swingline loans bear interest at the Base Rate plus the Applicable Margin. Interest on each loan featuring the Base Rate is due and payable on the last business day of each calendar quarter commencing September 30, 2019; interest on each loan featuring the Eurocurrency Rate is due and payable on the last day of each interest period applicable thereto, and if such interest period extends over three months, at the end of each three-month interval during such interest period.
The Third Amended Credit Agreement contains covenants, representations, warranties and other terms customary for revolving credit loans of this nature. In this regard, the Third Amended Credit Agreement requires Merit to not, among other things, (a) permit the Consolidated Total Net Leverage Ratio (as defined in the Third Amended Credit Agreement) to be greater than 4.0 to 1.0 on the last day of any fiscal quarter (however, Merit may elect, in connection with a Permitted Acquisition (as defined in the Third Amended Credit Agreement) to increase the Consolidated Total Net Leverage Ratio to 4.5 to 1.0 for the fiscal quarter in which such Permitted Acquisition is consummated and the three consecutive quarterly test periods thereafter) or (b) permit the Consolidated Interest Coverage Ratio (as defined in the Third Amended Credit Agreement) as of the last day of any fiscal quarter to be less than 3.0 to 1.0.
Under the Third Amended Credit Agreement, upon the occurrence of an Event of Default (as defined in the Third Amended Credit Agreement), Merit may be required to repay all outstanding indebtedness immediately. An Event of Default is defined as, among other things, (a) a default in payment of principal of loans or reimbursement obligations, (b) a default by any credit party under the Third Amended Credit Agreement (a “Credit Party”) in the payment of interest on any loans or reimbursement obligations, (c) any representation, warranty, certification or statement of fact in the Third Amended Credit Agreement or any other loan document proves to have been materially incorrect or misleading when made, (d) any Credit Party defaults in performance of certain covenants or agreements set forth in the Third Amended Credit Agreement, (e) any Credit Party defaults in the payment of other indebtedness that exceeds $25,000,000, (f) any Change in Control (as defined in the Third Amended Credit Agreement) shall occur, (g) any Credit Party voluntarily or involuntarily enters into a bankruptcy proceeding, subject to certain conditions and other default provisions customary in similar type agreements.
If an Event of Default occurs, then, to the extent permitted in the Third Amended Credit Agreement, the Lenders may direct the Agent to, or the Agent may, with the consent of the Lenders holding more than 50% of the aggregate outstanding principal amount of the loans, as applicable, terminate the revolving credit commitment provided under the Third Amended Credit Agreement, accelerate the repayment of the outstanding loans and exercise all rights and remedies available to such Lenders under the Third Amended Credit Agreement and applicable law. In the case of an Event of Default that exists due to the occurrence of certain involuntary or voluntary bankruptcy, insolvency or reorganization events of Merit, the credit facility will automatically terminate and repayment of any outstanding loans shall be automatically accelerated.
As of July 31, 2019, Merit had borrowed approximately $438,000,000 under the Third Amended Credit Agreement. Merit intends to use borrowings available under the Third Amended Credit Agreement to refinance the outstanding indebtedness under the Second Amended and Restated Credit Agreement, dated as of July 6, 2016, as amended from time to time prior to the date hereof, and to pay fees commissions and expenses incurred in the initial borrowings and other extensions of credit under the Third Amended Credit Agreement.
The foregoing summary of the principal terms of the Third Amended Credit Agreement is not complete and is qualified in its entirety by the actual terms and conditions of that agreement, a copy of which Merit intends to file in a future filing with the Commission. The representations, warranties, and other terms contained in the Third Amended Credit Agreement were made solely for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Those representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Third Amended Credit Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Third Amended Credit Agreement and should not rely on the representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Merit or any of its respective subsidiaries or affiliates. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts, since (i) they were made only as of the date of the Third Amended Credit Agreement or prior, specified dates, (ii) in some cases they are subject to qualifications with respect to materiality, knowledge and/or other matters, and (iii) they may be modified by the underlying exhibits and schedules.