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IART > SEC Filings for IART > Form 8-K on 24-Jun-2013All Recent SEC Filings

Show all filings for INTEGRA LIFESCIENCES HOLDINGS CORP

Form 8-K for INTEGRA LIFESCIENCES HOLDINGS CORP


24-Jun-2013

Entry into a Material Definitive Agreement, Financial Statemen


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 21, 2013, Integra LifeSciences Holdings Corporation (the "Company") entered into a second amendment (the "Amendment") to that certain Second Amended and Restated Credit Agreement, dated as of June 8, 2011, as amended (the "Credit Agreement") among the Company, a syndicate of lending banks, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, and HSBC Bank USA, National Association, Royal Bank of Canada, Wells Fargo Bank, National Association, Fifth Third Bank, DNB Bank ASA and TD Bank, N.A., as Co-Documentation Agents.

Capitalized terms that are not defined in this Current Report on Form 8-K shall have the meaning set forth in the Credit Agreement, as amended by the Amendment.

The Amendment modified certain financial and negative covenants. In particular, when calculating Consolidated EBITDA for any period, the Amendment permits the addition to Consolidated Net Income for such period, to the extent deducted in the calculation of Consolidated Net Income, of (i) certain cash expenses directly related to global enterprise resource planning implementation costs;
(ii) certain cash expenses directly related to the remediation, unplanned idle time and underutilization of Subsidiary manufacturing facilities; (iii) certain cash expenses directly related to the voluntary recall of certain products manufactured in the Aņasco, Puerto Rico facility; (iv) certain cash expenses directly related to the buyout of pension liabilities; (v) certain cash expenses actually incurred in connection with restructuring activities; (vi) customary fees and expenses paid in cash and actually arising directly from Permitted Acquisitions, Investments, Dispositions, issuances or incurrences of Indebtedness, issuances of Equity Interests or modifications of instruments of Indebtedness, provided, in each case, that such transaction is permitted under the Credit Agreement and was actually consummated; (vii) certain payments made to Governmental Authorities (including with respect to settlements, judgments, fines and penalties) in connection with any investigation disclosed in any public filing made by the Company prior to June 21, 2013; and (viiii) cash proceeds of business interruption insurance, in an amount not to exceed the earnings for the applicable period that such proceeds are intended to replace.

Pursuant to the Credit Agreement, Consolidated EBITDA is used, among other things, to determine various negative covenants relating to a leverage ratio, a fixed charge coverage ratio and a pricing ratio definition that impacts the applicable interest rate.

In addition, the Amendment provides that the Company shall not permit the Consolidated Total Leverage Ratio during any consecutive four fiscal quarter period to be greater than (i) 4.25 to 1.0 during any such period ending before September 30, 2014, (ii) 4.0 to 1.00 during any such period ending September 30, 2014, December 31, 2014 and March 31, 2015 or (iii) 3.75 to 1.0 during any period thereafter.

The Amendment also permits unsecured Indebetdness, provided (among other requirements) that the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis is less than (i) 4.00 to 1.00 at any time before September 30, 2014,
(ii) 3.75 to 1.00 at any time on or after September 30, 2014 and before June 30, 2015 or (iii) 3.50 to 1.0 at any time thereafter.

Further, the Amendment removes the cap on Permitted Acquistions and amends the definition of Permitted Cost Savings, including providing a $30,000,000 cap on the aggregate amount of all synergies, costs savings and restructuring charges that may be added back to Consolidated EBITDA during any four quarter measurement period.

The effect of the Amendment is to increase the ability of the Company to borrow under the Credit Agreement during the affected periods.

A copy of the Amendment is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01.




ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

4.1 Second Amendment, dated as of June 21, 2013, among Integra lifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, and HSBC Bank USA, National Association, Royal Bank of Canada, Wells Fargo Bank, National Association, Fifth Third Bank, DNB Bank ASA and TD Bank, N.A., as Co-Documentation Agents


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