Omnicell downsizes with restated $350 million five-year revolver

By Wendy Van Sickle

Columbus, Ohio, Oct. 16 – Omnicell, Inc. amended and restated its credit agreement on Friday, providing for a $350 million five-year revolver, according to an 8-K filing with the Securities and Exchange Commission.

Wells Fargo Securities, LLC, PNC Capital Markets LLC, TD Securities (USA) LLC and JPMorgan Chase Bank, NA are the joint lead arrangers and bookrunners. Wells Fargo is the administrative agent, and PNC Bank, TD Securities and JPMorgan are the co-syndication agents. Citigroup Global Markets Inc. and HSBC Securities (USA) Inc. are co-documentation agents.

The credit agreement also provides for an uncommitted incremental loan facility up to the greater of $250 million and 100% of the adjusted consolidated EBITDA for the last four quarters, in either case plus additional amounts subject to pro forma compliance with a consolidated secured net leverage ratio.

There is a letter of credit sub-limit of up to $15 million and a swingline loan sub-limit of up to $25 million.

The revolver is subject to a springing maturity that is 91 days prior to the maturity date of the company’s outstanding 0.25% convertible senior notes due 2025 unless at that date no more than $175 million principal amount of the convertibles remains outstanding and availability under the revolver is greater than or equal to 65%.

The amended and restated credit agreement replaces the existing credit agreement dated Nov. 15, 2019 with Wells Fargo as lead arranger and Wells Fargo as administrative agent. The facility size was decreased from $500 million based on the company’s liquidity position and anticipated cash needs.

The company expects to use any future loans under the revolver for working capital, potential acquisitions and other general corporate purposes.

Revolving loans bear interest at SOFR plus 150 basis points to 225 bps, depending on the consolidated total net leverage ratio. There is a 20 bps to 35 bps commitment fee, also based on leverage.

Omnicell has the option, subject to consent of the required lenders, to enter into an ESG amendment to provide for certain adjustments of the applicable margin and commitment fee based on conditions tied to sustainability related key performance indicators.

There are financial covenants that require the company and its subsidiaries to not exceed a maximum consolidated total net leverage ratio and maintain a minimum interest coverage ratio.

Omnicell is a Mountain View, Calif.-based company that provides automated services for medication and supply management in health care in the United States and internationally.

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