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ITEM 2.03
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Creation of a Direct Financial Obligation of a Registrant
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On December 23, 2016,
Myriad Genetics, Inc. (“Myriad”) entered into a Credit Agreement (the “Credit Agreement”), by and among Myriad, as borrower, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and as
Collateral Agent (the “Agent”), Wells Fargo Bank, National Association, as Syndication Agent, and U.S. Bank National Association, PNC Bank, National Association, Fifth Third Bank, Zions First National Bank, a division of ZB, N.A., and
Silicon Valley Bank, as
Co-Documentation
Agents, providing for a senior secured revolving credit facility (the “Facility”) in an aggregate principal amount of up to $300,000,000, which amount shall
include $10,000,000 sublimits, in each case, for swingline loans and letters of credit. Pursuant to the Facility, Myriad borrowed revolving loans in an aggregate principal amount of $205,000,000. The Facility matures on December 23, 2021 (the
“Maturity Date”).
The proceeds of the Facility were used (i) to refinance in full the obligations under the
Myriad term loan facility entered into on August 31, 2016, (ii) to pay any fees and expenses related thereto, and (iii) for working capital and general corporate purposes.
The Credit Agreement contains customary loan terms, interest rates, representations and warranties, affirmative and negative covenants,
in each case, subject to customary limitations, exceptions and exclusions. The Credit Agreement also contains certain customary events of default.
The Facility is secured by a first-lien security interest in substantially all of the assets of Myriad and
certain of its domestic subsidiaries, and each such domestic subsidiary of Myriad has guaranteed the repayment of the Facility.
The Agent and its affiliates have various relationships with Myriad and its subsidiaries involving the provision of financial services, such
as investment banking, commercial banking, advisory, paying agent services and escrow services for which they receive customary fees and may do so in the future.