Attached files
| file | filename |
|---|---|
| EX-10.1 - THIRD AMENDMENT TO CREDIT AGREEMENT - ANGIOTECH PHARMACEUTICALS INC | dex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 21, 2010
Angiotech Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| British Columbia | 000-30334 | 98-0226269 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
1618 Station Street
Vancouver, BC, Canada V6A 1B6
(Address of principal executive offices)
(604) 221-7676
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On April 21, 2010, Angiotech Pharmaceuticals, Inc. (“Angiotech”) and certain U.S. subsidiaries of Angiotech (the “Borrowers”) entered into an amendment (the “Amendment”) to the Credit Agreement, dated as of February 27, 2009 (as previously amended, the “Credit Agreement”), with Wells Fargo Capital Finance, LLC (f/k/a Wells Fargo Foothill, LLC), as arranger, administrative agent and lender. Angiotech and certain other of Angiotech’s subsidiaries guaranty the payment and performance of the Borrowers’ obligations under the Credit Agreement and have entered into a Consent and Reaffirmation with respect to the Amendment. Capitalized terms used herein and not otherwise defined have the meaning given to them in the Credit Agreement.
Among other things, the Amendment permits various intercompany transactions, expands the definition of Permitted Liens and amends the definition of EBITDA. The Amendment also reduces, until the fourth quarter of 2011, the minimum EBITDA and fixed charge coverage ratio that Angiotech is required to maintain.
The above description of the Amendment does not purport to be a complete statement of the parties’ rights and obligations under the Credit Agreement, as amended by the Amendment. The above description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. Any information disclosed in this Current Report on Form 8-K or the exhibits hereto shall not be construed as an admission that such information is material.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 10.1 | Third Amendment to Credit Agreement, dated as of April 21, 2010, by and among Angiotech, as Parent, the subsidiaries of Parent listed as borrowers on the signature pages thereto, as borrowers, the lenders signatory thereto, as lenders, and Wells Fargo Capital Finance, LLC (f/k/a Wells Fargo Foothill, LLC), as arranger and administrative agent. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Angiotech Pharmaceuticals, Inc. (Registrant) | ||||||||
| Date: April 27, 2010 |
By: | /s/ Jay Dent | ||||||
| Jay Dent Senior Vice President, Finance | ||||||||
INDEX TO EXHIBITS
| Exhibit Number |
Description | |
| 10.1 | Third Amendment to Credit Agreement, dated as of April 21, 2010, by and among Angiotech, as Parent, the subsidiaries of Parent listed as borrowers on the signature pages thereto, as borrowers, the lenders signatory thereto, as lenders, and Wells Fargo Capital Finance, LLC (f/k/a Wells Fargo Foothill, LLC), as arranger and administrative agent. |