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EX-10.3 - EX-10.3 - ALERE INC. | b89286exv10w3.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 7, 2011
Alere Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-16789 | 04-3565120 | ||
(State or other jurisdiction | (Commission file number) | (IRS Employer | ||
of incorporation) | Identification No.) |
51 Sawyer Road, Suite 200, Waltham, Massachusetts 02453
(Address of principal executive offices)
(Address of principal executive offices)
Registrants telephone number, including area code: (781) 647-3900
Not Applicable
(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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.142-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Table of Contents
Item 1.01. Entry into a Material Definitive Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On December 7, 2011, Alere Inc. and certain of its subsidiaries entered into a Second Amendment
(the Amendment) to its secured Credit Agreement with certain lenders, General Electric Capital
Corporation as collateral agent and administrative agent, and certain other agents and arrangers,
as previously amended by the First Amendment thereto dated as of July 27, 2011.
The Amendment provides for an additional term loan facility to Alere consisting of Incremental B-1
Term Loans in the aggregate principal amount of $250,000,000 (the Incremental B-1 Term Loans)
and thereby increases the total amount of the credit available to Alere under the Credit Agreement
to $2,350,000,000 in aggregate principal amount (increased from the existing $2,100,000,000 credit
facility under the Credit Agreement prior to the Amendment), consisting of term loans in the
aggregate principal amount of $2,100,000,000 (increased from $1,850,000,000 under the Credit
Agreement prior to the Amendment) and, subject to our continued compliance with the Credit
Agreement, a $250,000,000 revolving line of credit (which remains unchanged); the revolving line of
credit continues to include a sublimit for the issuance of letters of credit.
On December 7, 2011, Alere borrowed the entire $250,000,000 principal amount of the Incremental B-1
Term Loans, of which $190,000,000 was used to repay outstanding amounts previously drawn on the
revolving line of credit and the remainder of which, after the payment of certain expenses for the
transaction, is expected to be used for working capital and other general corporate purposes.
Aleres aggregate indebtedness outstanding under the amended Credit Agreement (after giving effect
to the borrowing of the Incremental B-1 Term Loans and repayment of revolving loans on December 7,
2011) is approximately $2,125,000,000 in principal amount.
Under the terms of the amended Credit Agreement, Alere must repay the principal amount of the
Incremental B-1 Term Loans in twenty-one consecutive quarterly installments beginning on March 31,
2012 and continuing through March 31, 2017 in the amount of $625,000 each, and a final installment
on June 30, 2017 in the amount of $236,875,000. Otherwise, the terms and conditions that apply to
the Incremental B-1 Term Loans under the Credit Agreement are substantially the same as the terms
and conditions that apply to the existing B Term Loans under (and as defined in) the Credit
Agreement.
All other terms of the Credit Agreement remain substantially the same. We refer you to the
description of the Credit Agreement in Aleres Current Report on Form 8-K, event date June 30,
2011, filed on July 7, 2011, and incorporate such description herein by reference.
Copies of the Credit Agreement, the First Amendment thereto and the Amendment are filed as Exhibits
10.1, 10.2 and 10.3 hereto and are incorporated herein by reference.
Table of Contents
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | ||||
Number | Description | |||
10.1 | Credit Agreement dated as of June 30, 2011 among Alere Inc., as Borrower, the Lenders
and L/C Issuers party thereto, General Electric Capital Corporation, as Administrative
Agent, Jefferies Finance LLC, as Syndication Agent, and Credit Suisse Securities (USA) LLC,
Goldman Sachs Bank USA, DnB Nor Bank ASA and SunTrust Bank, as Co-Documentation Agents
(incorporated by reference to Exhibit 10.1 to Aleres Current Report on Form 8-K, event
date June 30, 2011, filed on July 7, 2011). |
|||
10.2 | First Amendment to Credit Agreement dated as of July 27, 2011 among Alere Inc., as
Borrower, the Lenders party thereto, and General Electric Capital Corporation, as
Administrative Agent (incorporated by reference to Exhibit 10.3 to Aleres Quarterly Report
on Form 10-Q for the quarter ended June 30, 2011). |
|||
10.3* | Second Amendment to Credit Agreement dated as of December 7, 2011 among Alere Inc.,
the Lenders party thereto and General Electric Capital Corporation, as Administrative
Agent. |
* | filed herewith |
Table of Contents
SIGNATURE
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.
ALERE INC. | ||||||
BY: | /s/ David Teitel
|
|||||
David Teitel | ||||||
Chief Financial Officer |
Dated:
December 12, 2011
Table of Contents
EXHIBIT INDEX
Exhibit | ||||
Number | Description | |||
10.1 | Credit Agreement dated as of June 30, 2011 among Alere Inc., as Borrower, the Lenders
and L/C Issuers party thereto, General Electric Capital Corporation, as Administrative
Agent, Jefferies Finance LLC, as Syndication Agent, and Credit Suisse Securities (USA) LLC,
Goldman Sachs Bank USA, DnB Nor Bank ASA and SunTrust Bank, as Co-Documentation Agents
(incorporated by reference to Exhibit 10.1 to Aleres Current Report on Form 8-K, event
date June 30, 2011, filed on July 7, 2011). |
|||
10.2 | First Amendment to Credit Agreement dated as of July 27, 2011 among Alere Inc., as
Borrower, the Lenders party thereto, and General Electric Capital Corporation, as
Administrative Agent (incorporated by reference to Exhibit 10.3 to Aleres Quarterly Report
on Form 10-Q for the quarter ended June 30, 2011). |
|||
10.3* | Second Amendment to Credit Agreement dated as of December 7, 2011 among Alere Inc.,
the Lenders party thereto and General Electric Capital Corporation, as Administrative
Agent. |
* | filed herewith |