Hologic gets amended $3 billion five-year term loan and revolver

By Susanna Moon

Chicago, Oct. 4 – Hologic, Inc. obtained an amended $1.5 billion five-year secured term loan and $1.5 billion five-year secured revolving credit facility on Tuesday.

The company drew $345 million under the revolver at closing and added the term loan proceeds to refinance its 2015 credit agreement, according to an 8-K filing with the Securities and Exchange Commission.

The company entered into the amended credit agreement due Oct. 3, 2022 with Bank of America, NA as administrative agent and with Bank of America Merrill Lynch, Citigroup Global Markets, Inc., Goldman Sachs Bank USA, JPMorgan Chase Bank, NA and the Bank of Tokyo-Mitsubishi UFJ, Ltd. as joint lead arrangers and joint bookrunners.

Bank of America Merrill Lynch, Citigroup Global Markets, Inc., Goldman Sachs Bank USA, JPMorgan Chase Bank, NA and Bank of Tokyo-Mitsubishi UFJ, Ltd. are the co-syndication agents and DNB Bank ASA, New York, HSBC Bank USA, NA, Morgan Stanley Senior Funding, Inc., Sumitomo Mitsui Banking Corp. and Wells Fargo Bank, NA are the co-documentation agents.

The maturity will spring to April 15, 2022, which is 91 days before the maturity of the company’s 2022 notes if they have not been fully refinanced to a date that is at least 91 days after the maturity date or repaid, redeemed or defeased before the springing maturity date, unless as of the springing maturity date, the company has enough unrestricted cash under the revolver to repay, redeem or defease the 2022 notes on the maturity date of the 2022 notes.

Interest on the term loan is initially Libor plus 150 basis points, with the spread ranging from 100 bps to 200 bps based on leverage. The commitment fee ranges from 15 bps to 35 bps.

Proceeds may be used to repurchase the company’s outstanding convertible notes due 2042 and 2043, and to provide working capital financing and funds for other general corporate and permitted purposes.

The revolver has a sublimit equal to the lesser of $200 million and the aggregate revolving commitments that may be drawn by Hologic U.K., a letter of credit sublimit equal to the lesser of $100 million and the aggregate revolving commitments and a swing line sublimit equal to the lesser of $50 million and the aggregate revolving commitments.

The companies also are permitted to elect to establish additional incremental loans up to a sum of $750 million and the maximum amount that would not cause the net senior secured leverage ratio to exceed 3.5 times.

The company said it is required to make scheduled principal payments under the term loan in increasing amounts ranging from $9,375,000 per three-month period beginning with the three-month period ending Dec. 30 to $37.5 million per three-month period beginning with the three-month period ending Sept. 23, 2022. The remaining balance of the term loan is due at maturity.

Also, the company is required to make mandatory prepayments from proceeds of asset sales, debt issuances and insurance recoveries.

Hologic is a Marlborough, Mass.-based medical technology company focused on women’s health.

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