Lumexa Imaging Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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Item 1.01. Entry into a Material Definitive Agreement.
On December 17, 2025, Lumexa Imaging, Inc. and Lumexa Imaging Outpatient, Inc. (collectively, the “Borrowers”), each an indirect wholly-owned subsidiary of Lumexa Imaging Holdings, Inc. (the “Company”), the other Loan Parties party thereto, the Lenders party thereto and Barclays Bank PLC, as administrative agent, an Issuing Bank and the Swing Line Lender, entered into an amendment to their existing Credit Agreement (as so amended, the “Amended Credit Agreement”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Amended Credit Agreement.
The Amended Credit Agreement provides for (i) a secured term loan facility of $825 million (the “Refinancing Term Loan”) and (ii) a secured revolving line of credit of $250 million (the “Amended Revolving Credit Facility” and, together with the Refinancing Term Loan, the “Refinancing Senior Secured Credit Facility”). The Refinancing Term Loan will bear interest at a rate per annum equal to, at the option of the Borrowers, SOFR plus 3.00% or the Prime Rate plus 2.00%, and will mature in December 2032. The Amended Revolving Credit Facility will bear interest at a rate per annum equal to, at the option of the Borrowers, SOFR plus 3.00% or the Prime Rate plus 2.00% (subject to reduction upon the achievement of certain senior secured net leverage ratios), and will mature in December 2030.
The Amended Credit Agreement contains various restrictive covenants that limit the ability of the Company’s subsidiaries to incur additional debt, pay dividends and other distributions, and engage in certain other transactions as specified therein. The Amended Credit Agreement also contains a financial covenant that must be met if outstanding revolving credit exposure exceeds 40% of the aggregate principal amount of the Amended Revolving Credit Facility on the last day of the applicable quarterly reporting period. If the covenant is triggered, the Company’s consolidated net leverage ratio on the last day of the test period shall not exceed 7.50 to 1. Failure to comply with these covenants could constitute an event of default notwithstanding the ability of the Company’s subsidiaries to meet their debt service obligations. The Amended Credit Agreement includes various customary remedies for the Lenders following an event of default. The Amended Credit Agreement is guaranteed by substantially all wholly-owned subsidiaries of the Company and is secured by substantially all of their assets, subject to certain exceptions.
The foregoing description of the Amended Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein 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 set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 5 to Credit Agreement, dated as of December 17, 2025, among Lumexa Imaging, Inc. and Lumexa Imaging Outpatient, Inc., as borrowers, Lumexa Imaging Intermediate Holdings, Inc. and Lumexa Imaging Outpatient Intermediate Holdings, Inc., as holding entities, the other Loan Parties party thereto, the Lenders party thereto and Barclays Bank PLC, as administrative agent, an Issuing Bank and the Swing Line Lender. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LUMEXA IMAGING HOLDINGS, INC. | ||||||
| Date: December 18, 2025 | By: | /s/ Caitlin Zulla | ||||
| Name: Caitlin Zulla | ||||||
| Title: Chief Executive Officer | ||||||