Mirion Technologies Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Industrial Machinery/Components
Industrials
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): June 5, 2025
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Item 1.01. Entry into a Material Definitive Agreement.
Credit Agreement Refinancing
On June 5, 2025, Mirion IntermediateCo, Inc. (“Holdings”), Mirion Technologies (US Holdings), Inc. and Mirion Technologies (US), Inc. (together with Mirion Technologies (US Holdings), Inc., the “Borrowers”) entered into Amendment No. 5 to Credit Agreement (“Amendment No. 5”) which amends the Credit Agreement, dated as of October 20, 2021 (as amended by the Agreement and Amendment No. 1 to Credit Agreement dated as of November 22, 2021, as further amended by Amendment No. 2 to Credit Agreement dated as of June 23, 2023, as further modified by the Holdings Assumption Agreement dated as of December 30, 2023, as further amended by Amendment No. 3 to Credit Agreement dated as of May 22, 2024, as further amended by Amendment No. 4 to Credit Agreement dated as of March 21, 2025, and as further amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”), by and among the Borrowers, Holdings, the lending institutions from time to time party thereto, and Citibank, N.A as the Administrative Agent and the Collateral Agent. Capitalized terms used herein, but not otherwise defined herein are as defined in the Credit Agreement.
Amendment No. 5 provides for, among other things, a new $450,000,000 tranche of term loans maturing in 2032 (the “Replacement Term Loans”), the proceeds of which (along with other cash sources) were used to refinance all Term Loans outstanding under the Credit Agreement immediately prior to giving effect to the Amendment (including payment of fees and expenses in connection therewith). Pursuant to Amendment No. 5, the Applicable Margin is (i) 2.25% for the Replacement Term Loans that are Term SOFR Loans and (ii) 1.25% for the Replacement Term Loans that are ABR Loans, in each case with a 25 basis point reduction in rate upon achievement and maintenance of a Ba3 corporate rating from Moody’s and a BB- corporate rating from S&P. The Replacement Term Loans have a SOFR credit spread adjustment of 0.00% and a SOFR “floor” of 0.00%. The Replacement Term Loans have a stated maturity date of June 5, 2032, and are subject to a prepayment premium of 1% if made subject to a repricing transaction within six months of the date hereof. Amendment No. 5 additionally provides for other changes to the Credit Agreement favorable to the Borrowers and their subsidiaries, including greater flexibility for the payment of dividends, the making of dispositions and/or investments, and the incurrence of indebtedness and liens.
The foregoing description of Amendment No. 5 is qualified in its entirety by reference to the full text of Amendment No. 5, which is filed as Exhibit 10.1 to this Current Report on Form 8-K 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 in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
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| 104 | Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
Date: June 5, 2025
Mirion Technologies, Inc.
By: /s/ Brian Schopfer
Name: Brian Schopfer
Title: Chief Financial Officer