Varex Imaging Corporation filed SEC Form 8-K: Other Events
$VREX
Industrial Machinery/Components
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 11, 2024
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Item 8.01 Other Events
On September 11, 2024 , Varex Imaging Corporation (the “Company”) announced that it has amended its senior secured revolving credit agreement, dated as of March 26, 2024 (the “Credit Agreement”) with Zions Bancorporation, N.A. DBA Zions First National Bank (“Zions”), as administrative and collateral agent, the lenders named therein, the issuing banks named therein, and Zions, as lead arranger and bookrunner. Unless indicated otherwise, defined terms have the meaning set forth in the Credit Agreement. The amendment makes the following changes:
•The definition of Payment Conditions is modified to allow for the flexibility to make restricted payments relating to the Company’s convertible notes when the Consolidated Net Leverage Ratio exceeds 2.50:1:00 in an amount equal to the greater of (i) 50% of Consolidated Net Income and (ii) $50,000,000 (previously limited to only 50% of Consolidated Net Income).
•The definition of Consolidated Fixed Charge Coverage Ratio (“FCCR”) is modified to allow for payments on the convertible notes to be excluded from the covenant measurement to account for any prepayments or payment in full on convertible notes, which currently total and are not to exceed $200,000,000.
•For the fourth quarter of fiscal 2024 and the first and second quarters of fiscal 2025, the definition of Consolidated Total Net Indebtedness will provide that the total indebtedness is allowed to be reduced by the lesser of (a) the aggregate amount of unrestricted cash and cash equivalents held under deposit control agreements and with Cash Management Banks; and (b) $150,000,000 (rather than the prior $100,000,000). The modification only applies to the calculation of the Consolidated Total Net Leverage Ratio itself for purposes of financial covenant compliance and does not apply to any determination that is made with respect to definition of Payment Conditions or any determination that is made with respect to that of the Applicable Margin, which is used to calculate the rate of interest, L/C fees and the unused commitment fee.
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.
| VAREX IMAGING CORPORATION | ||||||||
Dated: | By: | /s/ KIMBERLEY E. HONEYSETT | ||||||
| Kimberley E. Honeysett | ||||||||
| Senior Vice President, Chief Legal Officer and Corporate Secretary | ||||||||