Knowles amends credit agreement to complete Audience acquisition

By Marisa Wong

Madison, Wis., April 30 – Knowles Corp. entered into an amendment to its amended and restated credit agreement on April 17 in connection with its acquisition of Audience, Inc., according to an 8-K filing with the Securities and Exchange Commission.

The amendment, among other things, modifies the credit agreement’s definition of consolidated EBITDA to allow the company to make adjustments attributable to cash items in excess of the 15% cap for any quarter occurring in the fiscal year 2014.

The amendment also provides that pro forma calculations with respect to the merger will disregard the consolidated EBITDA attributable to Audience for all periods prior to the first day of the first quarter following the merger and that all calculations as to whether the merger is a permitted acquisition under the credit facility will be made as of the date of the merger, but after giving effect to the amendment.

The company must pay an amendment fee once the merger closes.

JPMorgan Chase Bank, NA is the administrative agent for the credit agreement dated Jan. 27, 2014 and restated on Dec. 31.

Knowles is an Itasca-Ill.-based supplier of advanced micro-acoustic, specialty components and human interface services.

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