Item 1.01. Entry into a Material Definitive Agreement.
On June 29, 2022 (the "Closing Date"), ResMed Inc. ("ResMed") entered into a
certain Second Amended and Restated Credit Agreement, dated as of the Closing
Date (the "Revolving Credit Agreement"), by and among ResMed, as borrower, each
of the lenders identified therein, MUFG Union Bank, N.A., as administrative
agent, joint lead arranger, sole book runner, swing line lender and letter of
credit issuer, Westpac Banking Corporation, as syndication agent and joint lead
arranger, HSBC Bank Australia Limited, as syndication agent and joint lead
arranger, HSBC Bank USA, National Association, as syndication agent and joint
lead arranger, and Wells Fargo Bank, National Association, as documentation
agent. The Revolving Credit Agreement, among other things, provides ResMed a
senior unsecured revolving credit facility (the "Revolving Credit Facility") in
an aggregate amount of $1,500,000,000 USD or USD equivalents, with an
uncommitted option to increase the Revolving Credit Facility by an additional
amount equal to the greater of (x) $1,000,000,000 USD or USD equivalents, and
(y) 1.00 times the EBITDA (as defined in the Revolving Credit Agreement) of
ResMed and its subsidiaries on a consolidated basis for the trailing
twelve-month measurement period. The Revolving Credit Facility amends and
restates that certain Amended and Restated Credit Agreement, dated as of
April 17, 2018, among ResMed, MUFG Union Bank, N.A., Westpac Banking Corporation
and the lenders party thereto which provided ResMed with a senior unsecured
revolving credit facility in an aggregate amount of $1,600,000,000 USD with an
uncommitted option to increase such facility by an additional $300,000,000 USD.
ResMed's obligations under the Revolving Credit Agreement are guaranteed by
certain ResMed direct and indirect U.S. subsidiaries, including Brightree LLC,
Brightree Home Health & Hospice LLC, Brightree Patient Collections LLC, ResMed
Digital Health Inc., ResMed Motor Technologies Inc., MatrixCare, Inc., ResMed
SAAS Holdings Inc., Reciprocal Labs Corporation, ResMed Operations Inc.,
HealthCareFirst Holding Company, HCF HoldCo Company, ResMed Corp., and
HealthCareFirst, Inc. (collectively, the "Revolving Facility Guarantors"),
pursuant to a second amended and restated unconditional guaranty, dated as of
the Closing Date (the "Revolving Facility Guaranty"), and related documents.
The Revolving Credit Agreement terminates on June 29, 2027, when all unpaid
principal and interest under the loans must be repaid. The outstanding principal
amount due under the Revolving Credit Facility will bear interest at a rate
equal to the Adjusted Term SOFR (as defined in the Revolving Credit Facility)
plus 0.75% to 1.50% (depending on the then-applicable leverage ratio) or the
Base Rate (as defined in the Revolving Credit Facility) plus 0.0% to 0.50%
(depending on the then-applicable leverage ratio). An applicable commitment fee
of 0.075% to 0.150% (depending on the then-applicable leverage ratio) applies on
the unused portion of the Revolving Credit Facility. Proceeds of loans under the
Revolving Credit Agreement will be used for general corporate purposes.
The Revolving Credit Agreement contains customary covenants, including a
financial covenant which requires that ResMed maintain, on a consolidated basis,
a maximum leverage ratio of funded debt to EBITDA (as defined in the Revolving
Credit Agreement). The entire principal amount of the Revolving Credit Facility
and any accrued but unpaid interest may be declared immediately due and payable
if an event of default occurs, as defined in the Revolving Credit Agreement.
Events of default under the Revolving Credit Agreement include failure to make
payments when due, the occurrence of a default in the performance of any
covenants in the Revolving Credit Agreement or related documents, or certain
changes of control of ResMed, the Revolving Facility Guarantors, ResMed Pty
Limited, ResMed Global Holdings Ltd and/or ResMed Holdings Pty Ltd.
Term Credit Agreement and Related Documents
On the Closing Date, ResMed Pty Limited, a company incorporated in the
Commonwealth of Australia and a subsidiary of ResMed ("ResMed Pty"), entered
into a Second Amendment to Syndicated Facility Agreement and First Amendment to
Unconditional Guaranty Agreement, dated as of the Closing Date (the "Term Credit
Agreement Amendment"), by and among ResMed Pty, as borrower, ResMed, the other
parties party thereto, each of the lenders identified therein, and MUFG Union
Bank, N.A., as administrative agent, which amends that certain Syndicated
Facility Agreement by and among ResMed Pty, as borrower, the other parties party
thereto, each of the lenders identified therein, MUFG Union Bank, N.A., as
administrative agent, joint lead arranger and joint book runner, and Westpac
Banking Corporation, as syndication agent, joint lead arranger and joint book
runner, dated as of April 17, 2018 (the "Original Term Credit Agreement", as
amended by the "Term Credit Agreement Amendment", the "Term Credit Agreement").
The Term Credit Agreement, among other things, provides ResMed Pty a senior
unsecured term credit facility (the "Term Credit Facility") in an aggregate
amount of $200,000,000 USD.
ResMed Pty's obligations under the Term Credit Agreement are guaranteed by
ResMed and certain ResMed direct and indirect U.S. subsidiaries, including
Brightree LLC, Brightree Home Health & Hospice LLC, Brightree Patient
Collections LLC, ResMed Digital Health Inc., ResMed Motor Technologies Inc.,
MatrixCare, Inc., ResMed SAAS Holdings Inc., Reciprocal Labs Corporation, ResMed
Operations Inc., HealthCareFirst Holding Company, HCF HoldCo Company, ResMed
Corp., and HealthCareFirst, Inc. (collectively, the "Term Facility Guarantors"),
under an unconditional guaranty, dated as of April 17, 2018 (the "Term Facility
Guaranty"), as amended by the Term Credit Agreement Amendment.
The Term Credit Agreement terminates on June 29, 2027, when all unpaid principal
and interest under the loans must be repaid. The Term Credit Facility will also
amortize on a semi-annual basis, with a $5,000,000 USD principal payment
required on each such semi-annual amortization date. The outstanding principal
amount due under the Revolving Credit Facility will bear interest at a rate
equal to the Adjusted Term SOFR (as defined in the Revolving Credit Facility)
plus 0.75% to 1.50% (depending on the then-applicable leverage ratio) or the
Base Rate (as defined in the Revolving Credit Facility) plus 0.0% to 0.50%
(depending on the then-applicable leverage ratio). Proceeds of loans under the
Term Credit Agreement will be used for general corporate purposes.
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The Term Credit Agreement contains customary covenants, including a financial
covenant which requires that ResMed maintain, on a consolidated basis, a maximum
leverage ratio of funded debt to EBITDA (as defined in the Term Credit
Agreement). The entire principal amount of the Term Credit Facility and any
accrued but unpaid interest may be declared immediately due and payable if an
event of default occurs, as defined in the Term Credit Agreement. Events of
default under the Term Credit Agreement include failure to make payments when
due, the occurrence of a default in the performance of any covenants in the Term
Credit Agreement or related documents, or certain changes of control of ResMed
Pty, the Term Facility Guarantors, ResMed Global Holdings Ltd and/or ResMed
Holdings Pty Ltd.
The descriptions of the Revolving Credit Agreement, Revolving Facility Guaranty,
the Term Credit Agreement Amendment, and the Term Facility Guaranty do not
purport to be complete. Each is subject to, and qualified in its entirety by,
the full text of the Revolving Credit Agreement, Revolving Facility Guaranty,
the Term Credit Agreement Amendment, and the Term Facility Guaranty,
respectively, copies of which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit
10.3, and Exhibit 10.4, respectively, to this Current Report on Form 8-K, and
each of which is incorporated here by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Please refer to the discussion under Item 1.01 above, which is incorporated
under this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Exhibit Description
10.1* Second Amended and Restated Credit Agreement dated as of June 29,
2022, by and among ResMed Inc., as borrower, MUFG Union Bank, N.A., as
administrative agent, joint lead arranger, sole book runner, swing
line lender and letter of credit issuer, Westpac Banking Corporation,
as syndication agent and joint lead arranger, HSBC Bank Australia
Limited, as syndication agent and joint lead arranger, HSBC Bank USA,
National Association, as syndication agent and joint lead arranger,
Wells Fargo Bank, National Association, as documentation agent, and
each of the lenders identified therein.
10.2 Second Amended and Restated Unconditional Guaranty dated as of
June 29, 2022, by each of the Revolving Facility Guarantors, in favor
of MUFG Union Bank, N.A., in its capacity as administrative agent
under the Revolving Credit Agreement.
10.3* Second Amendment to Syndicated Facility Agreement and First
Amendment to Unconditional Guaranty Agreement, dated as of June 29,
2022, by and among ResMed Pty Limited, as borrower, ResMed, Inc., the
other parties party thereto, and MUFG Union Bank, N.A., as
administrative agent.
10.4 Unconditional Guaranty dated as of April 17, 2018, by each of the
guarantors identified on the Term Facility Guaranty's signature pages
as a guarantor, in favor of MUFG Union Bank, N.A., in its capacity as
administrative agent under the Term Credit Agreement. (Incorporated by
reference to Exhibit 10.4 to the Registrant's Report on Form 8-K filed
on April 19, 2018).
104 Cover Page Interactive Data File (embedded within the inline XBRL
document).
* Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. ResMed Inc. hereby undertakes to supplementally furnish copies
of any of the omitted exhibits and schedules upon request by the SEC;
provided, however, that ResMed Inc. may request confidential treatment
pursuant Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for
any exhibits or schedules so furnished.
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