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PKI > SEC Filings for PKI > Form 8-K on 10-Jan-2014All Recent SEC Filings

Show all filings for PERKINELMER INC



Entry into a Material Definitive Agreement, Termination of a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement

On January 8, 2014, PerkinElmer, Inc. ("PerkinElmer") entered into an unsecured revolving credit facility (the "Credit Agreement") with PerkinElmer, Wallac Oy, and PerkinElmer Health Sciences, Inc. as Borrowers, JPMorgan Chase Bank, N.A. acting as Administrative Agent, and other lenders party thereto. Bank of America, N.A. and Barclays Bank PLC acted as Co-Syndication Agents, The Royal Bank of Scotland PLC, Citibank, N.A. and HSBC Bank USA, National Association acted as Co-Documentation Agents, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Bank PLC acted as Joint Bookrunners and Joint Lead Arrangers. The Credit Agreement provides for a $700.0 million committed unsecured revolving credit facility through January 8, 2019.

This Credit Agreement replaces the second amended and restated unsecured revolving credit agreement (the "Prior Credit Agreement") dated as of December 16, 2011, as amended, among PerkinElmer, Wallac Oy and PerkinElmer Health Sciences, Inc. as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders from time to time party thereto. The Prior Credit Agreement provided for a $700.0 million unsecured revolving credit facility through the fifth anniversary of the closing date.

Borrowings made pursuant to the Credit Agreement will bear interest, payable quarterly or, if earlier, at the end of any interest period, at either (a) the base rate, as described in the Credit Agreement, or (b) the Eurocurrency rate (a publicly published rate), in each case plus a percentage spread based on PerkinElmer's credit rating.

The Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including, among others, limitations on PerkinElmer 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 Credit Agreement contains a debt-to-capitalization ratio covenant applicable so long as PerkinElmer's debt is rated investment grade (as defined in the Credit Agreement). This covenant is replaced by leverage ratio and interest coverage ratio covenants under certain circumstances. The Credit Agreement also contains customary events of default (with customary grace periods, as applicable). PerkinElmer may use the proceeds of borrowings under the Credit Agreement for working capital, capital expenditures, permitted repurchases of equity and dividends and distributions, permitted acquisitions, payment of fees and expenses incurred in connection with the Credit Agreement and the termination of the Prior Credit Agreement and other general corporate purposes.

PerkinElmer has from time to time had banking relationships with the parties to the Prior Credit Agreement and the Credit Agreement.

The foregoing description of the Credit Agreement and related matters is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement

On January 8, 2014, the Prior Credit Agreement was terminated. The information reported under Item 1.01 "Entry into a Material Definitive Agreement" above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

See Exhibit Index attached hereto.

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