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HOLX > SEC Filings for HOLX > Form 8-K on 20-Mar-2013All Recent SEC Filings

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Form 8-K for HOLOGIC INC


20-Mar-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation


Item 1.01 Entry into a Material Definitive Agreement.

On March 20, 2013, the Company, certain domestic subsidiaries (the "Guarantors"), Goldman Sachs Bank USA, as administrative and collateral agent ("Goldman Sachs"), and the lenders party thereto entered into Refinancing Amendment No. 1 (the "Credit Agreement Amendment") to the Company's Credit and Guaranty Agreement (the "Credit Agreement"), dated as of August 1, 2012 by and among the Company, the Guarantors, Goldman Sachs, and the lenders party thereto.

The Credit Agreement Amendment (i) refinances the Company's existing senior secured tranche A term loan facility with a maturity date of August 1, 2017 ("Term Loan A"), with a new senior secured tranche A term loan facility with the same principal amount, maturity date and amortization schedule but with an applicable margin 1.00% less than the refinanced Term Loan A (at each margin level) ("New Term Loan A"), (ii) refinances the Company's existing $300.0 million senior secured revolving credit facility with a maturity date of August 1, 2017 (the "Revolving Facility") with a new senior secured revolving credit facility with the same principal amount and maturity date, but with an applicable margin 1.00% less than the refinanced Revolving Facility (at each margin level) (the "New Revolving Facility"), and (iii) amends certain covenants and terms of the Credit Agreement. As of March 20, 2013, the principal amount outstanding of the Term Loan A was $975.0 million, and the Company had no borrowings under the Revolving Facility.

Effective as of the date of the Credit Agreement Amendment, amounts outstanding under the New Term Loan A and the New Revolving Facility will initially bear interest, at the Company's option: (i) at the Base Rate plus 1.00% per annum, or
(ii) at the Adjusted Eurodollar Rate (i.e., the Libor rate) plus 2.00% per annum. The applicable margin with respect to the New Term Loan A and the New Revolving Facility are subject to specified changes depending on the total net leverage ratio, as defined in the Credit Agreement.

The above description of the Credit Agreement Amendment does not purport to be complete and it is qualified in its entirety by reference to the Credit Agreement Amendment itself, a copy of which is attached to this report as Exhibit 10.1 and is incorporated herein in its entirety by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                                    Description

10.1         Refinancing Amendment No. 1 dated March 20, 2013 by and among Hologic,
             Inc., the guarantors party thereto, Goldman Sachs Bank USA, and the
             lenders party thereto.


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