OSI Systems 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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| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 1, 2025, we entered into the Ninth Amendment to Credit Agreement (the “Amendment”) amending the Credit Agreement dated as of October 15, 2010 by and among us, as borrower, our domestic subsidiaries party thereto, as guarantors, and Wells Fargo Bank, N.A., as administrative agent for several lending banks and other financial institutions (as amended, supplemented or otherwise modified, the “Credit Agreement”). Wells Fargo Securities, LLC (“WFS”), BofA Securities, Inc. (formerly known as Merrill Lynch, Pierce, Fenner & Smith Incorporated) (“BAS”), JPMorgan Chase Bank, N.A., and PNC Capital Markets LLC acted as joint lead arrangers and joint bookrunners for the Amendment.
The Amendment (a) increases the aggregate committed amount available to us under our revolving loan facility from $600 million to $725 million, (b) includes a term loan of $100 million, and (c) extends the term of the credit facility until July 2030. In addition, certain other covenants and provisions under the Credit Agreement were removed and others were amended to provide us with greater financial and operational flexibility.
The foregoing description of the Amendment is qualified in its entirety by reference to the full and complete terms of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Amendment, which has been included to provide investors with information regarding its terms and is not intended to provide any other factual information about us or our subsidiaries, contains representations and warranties of OSI Systems, Inc. The assertions embodied in those representations and warranties were made for purposes of the Amendment and are subject to important qualifications and limitations agreed to by the respective parties in connection with negotiating the terms of the Amendment. In addition, certain representations and warranties may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for purposes of allocating risk between the respective parties rather than establishing matters of fact. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Amendment, which subsequent information may or may not be fully reflected in our public disclosures.
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 above is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | Ninth Amendment to Credit Agreement dated July 1, 2025 between Wells Fargo Bank, N.A. and OSI Systems, Inc. | |
| 99.1 | Press Release of OSI Systems, Inc., dated July 2, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 10.1 | Ninth Amendment to Credit Agreement dated July 1, 2025 between Wells Fargo Bank, N.A. and OSI Systems, Inc. | |
| 99.1 | Press Release of OSI Systems, Inc. dated July 2, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| OSI SYSTEMS, INC. | ||
| Date: July 2, 2025 | ||
| By: | /s/ Alan Edrick | |
| Alan Edrick | ||
| Executive Vice President and Chief Financial Officer | ||