HOLOGIC INC: Conclusion of a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

Item 1.01 Conclusion of a Material Definitive Agreement.

At September 27, 2021, Hologic, Inc., a Delaware Company (“Hologic” or the “Company”), as well as certain of its subsidiaries, have refinanced its term loan and revolving credit facility by entering into Refinancing Amendment # 2 (the “Refinancing Rider”) at its amended and updated credit and guarantee guarantee. Agreement, dated October 3, 2017, as amended (the “Initial Credit Agreement”), with Bank of America, NA., in its capacity as Administrative Agent, and certain other lenders from time to time who are parties thereto. The Original Credit Agreement, as modified by the Refinancing Amendment, is referred to herein as the “Amended Credit Agreement”. The amended credit agreement (i) includes a
$ 1.5 billion a senior term loan and a $ 2.0 billion revolving credit facility, (ii) extend the maturity of such facilities to September 25, 2026, (iii) reduces the interest rate margins under both facilities and the commitment fee under the revolver, (iv) includes certain modifications related to the possible abandonment of LIBOR and (v) provides additional flexibility under certain restrictive covenants.

Hological, Hologic GGO 4 Ltd, a company incorporated in England and Wales
(“Hologically UK“), and Hologic UK Finance LTD, a company incorporated in England
and Wales, remain the borrowers (the “Borrowers”) under the Amended Credit Agreement, and the obligations of the Borrowers under the Amended Credit Agreement remain guaranteed by certain domestic subsidiaries of the Company (the “Guarantor Subsidiaries”). Hologic subsidiaries that are or become Borrowers under the Amended Credit Agreement are referred to as “Designated Borrowers”.

The obligations of the Borrowers are secured by first lien and first rank security in (in each case, subject to certain liens permitted under the Amended Credit Agreement) substantially all of the we
assets of Hologic and the Guarantor Subsidiaries, including, with a few exceptions, all of the share capital of almost all of the domestic subsidiaries owned by the Company and the Guarantor Subsidiaries and 65% of the share capital of certain foreign companies ranks of the Company. subsidiaries. The sureties are materialized by a pledge and surety agreement with Bank of America, NA., in its capacity as guarantee agent, and other related agreements. These privileges may be released during the term of the facilities if the Company is able to obtain certain business or family business ratings and other conditions are met.

Pursuant to the Refinancing Amendment, each Lender has converted its commitments under the Original Credit Agreement into New Credit Facilities (the “Refinanced Credit Facilities”) as follows:

     •    A $1.5 billion secured term loan (the "Term Loan") to Hologic maturing on
          September 25, 2026 (the "Stated Maturity Date"); and




     •    A secured revolving credit facility (the "Revolver") under which the
          Borrowers may borrow up to $2.0 billion, subject to certain sublimits,
          with a final maturity date of the Stated Maturity Date.

The Revolver has the following sub-limits:

     •    A sublimit equal to the lesser of (x) $250 million and (y) the aggregate
          revolving commitments which may be drawn by Hologic U.K.;




     •    A sublimit equal to the lesser of (x) $250 million and (y) the aggregate
          revolving commitments which may be drawn by certain subsidiaries of
          Hologic to the extent designated as a borrower under the Amended Credit
          Agreement ("Designated Borrower Sublimit");




     •    A letter of credit sublimit equal to the lesser of (x) $200 million and
          (y) the aggregate revolving commitments ("LC Sublimit"); and




     •    A swing line sublimit equal to the lesser of (x) $100 million and (y) the
          aggregate USD revolving commitments.

Substantially all of the net term loan proceeds were used to repay the amounts outstanding on the term loan under the original credit agreement (the “Refinancing”). There were no amounts outstanding under the gun under the original credit agreement.

Borrowing under the Revolver may be made in certain alternative currencies in accordance with the terms of the Amended Credit Agreement. The Company has the ability, subject to the terms of the Amended Credit Agreement, to designate any additional wholly owned foreign affiliates of Hologic as the borrower designated to receive loans under the borrower’s sub-limit. designated. The obligations of any Named Borrower under the Named Borrower Sub Limit are guaranteed by Hologic and the Subsidiary Guarantors.

Borrowings made under Refinanced Credit Facilities, other than Swing Line Loans (as defined in the Amended Credit Agreement), bear interest, at the Company’s choice, at the Base Rate (as defined in the Credit Agreement). Amended Credit), at the Eurocurrency Rate (as defined in the amended Credit Agreement), at the daily rate of the alternative currency (as defined in the amended credit agreement), at the forward rate of the alternative currency ( as defined in the amended credit agreement) or at the daily variable rate LIBOR (as defined in the amended credit agreement), in each case increased by the applicable rate (as defined in the amended credit agreement).

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The applicable rate with respect to the base rate, the Euro currency rate, the daily rate of the alternative currency, the forward rate of the alternative currency and the daily floating rate LIBOR is subject to specified changes depending on the Total net leverage ratio (as defined in the One Agreement). The borrowings of the Term Loan under the Refinanced Credit Facilities initially bear interest at an annual rate equal to the Euro Currency Rate for an interest period of one month plus an Applicable Rate equal to 1.00%.

The Company is also required to pay a quarterly commitment fee calculated on a daily basis equal to the rate applicable to that day multiplied by the undrawn committed amount available under the Revolver (taking into account the amounts unpaid under the sub -limit LC). This commitment fee is initially 0.15% per year for the Revolver.

Borrowers are also allowed to elect to establish additional supplementary loans not exceeding the sum of (i) $ 1 billion and (ii) the maximum amount that would not exceed the guaranteed senior net leverage ratio (as defined in the amended credit agreement) from 4.00 to 1.00, with certain exceptions for obtaining such additional facilities by the Company’s foreign subsidiaries.

The Company is obligated to make scheduled principal payments under the Term Loan in increasing amounts ranging from $ 3.75 million per three-month period beginning with the three-month period ending on December 29, 2022, To
$ 18.75 million per three-month period beginning with the three-month period ending on September 25, 2026. The balance of the term loan is due at maturity. All amounts outstanding under the Revolver are due when due. In addition, subject to the terms and conditions set out in the amended credit agreement, the Company is required to make certain mandatory prepayments from the net proceeds of certain types of asset sales (subject to certain reinvestment rights), debt issuance and insurance collections (subject to certain reinvestment rights) (“Mandatory Prepayments”). Some of the mandatory advance payments can be reduced or waived if certain financial covenants are met. Mandatory prepayments, if any, are to be applied by the Company, first, to the term loan, second, to any outstanding amount on the Swing Line loans, third, to the Revolver, fourth to prepay all obligations of reimbursement of outstanding Letters of Credit (as defined in the Amended Credit Agreement) and fifth, to secure any Letters of Credit in cash. Subject to certain limitations, the Company may voluntarily prepay any of the refinanced credit facilities without premium or penalty.

The Amended Credit Agreement contains restrictive and negative covenants customarily applicable to senior secured credit facilities, including covenants restricting the ability of borrowers and subsidiary guarantors, subject to negotiated exceptions, to incur additional indebtedness and to discharge. grant additional privileges over their assets, engage in mergers or acquisitions or dispose of assets, enter into sale-leaseback transactions, pay dividends or make other distributions, voluntarily prepay other debts, enter into transactions with affiliated persons, make investments and change the nature of their activities. In addition, the Amended Credit Agreement requires Borrowers to maintain certain financial ratios. Some of these covenants were amended in the amended credit agreement in order to provide the Company with additional financial flexibility. The Amended Credit Agreement also contains customary representations and warranties and events of default, including defaults on payments, breach of representations and warranties, defaults, cross defaults and an event of default in the event of a change. control of the Company.

If an Event of Default occurs and is not remedied within the applicable grace period or is not canceled, the Agent would be entitled to take various actions, including accelerating the amounts due under the Credit Facilities. refinanced credit in progress. If indebtedness under the Amended Credit Agreement were accelerated, the Borrowers and Guarantor Subsidiaries might not have sufficient funds to pay such indebtedness. In this case, the lenders would have the right to assert their collateral on the collateral securing this debt. . .

Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant.

The information provided in section 1.01 is incorporated herein by reference.

Article 9.01. Financial statements and supporting documents.

(d) Exhibits.



Exhibit
Number                                    Description

10.1           Refinancing Amendment No. 2, dated as of September 27, 2021, to the
             Amended and Restated Credit and Guaranty Agreement dated as of
             October 3, 2017, as amended.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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