Item 1.01
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Entry into a Material Definitive Agreement.
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Amendment to Merger Agreement
As previously announced, on February 20, 2017, Nordson Corporation (Nordson), Viking Merger Corp. (Merger Sub), a wholly owned
subsidiary of Nordson, Vention Medical Holdings, Inc. (Vention) and VMHI Rep Services, LLC (VMHI), as stockholder representative, entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to
the terms of the Merger Agreement, Vention will be merged with and into Merger Sub (the Merger) effective as of the effective time of the Merger (the Effective Time).
On March 30, 2017, Nordson, Merger Sub, Vention and VMHI entered into the First Amendment to Agreement and Plan of Merger (the Amendment)
pursuant to which the parties agreed, among other things, that the Cash Consideration (as defined in the Merger Agreement) would be increased by $11.5 million and, in connection therewith, that Nordson would not have any obligation to pay to
Ventions stakeholders any tax refunds or credits related to the
pre-closing
periods and any tax benefits related to the
pre-closing
periods that are utilized by
Nordson after the consummation of the Merger.
The foregoing description of the Amendment is a summary only and is qualified in its entirety by the terms
of the Amendment, a copy of which is filed as an exhibit to this Current Report on Form
8-K
and is incorporated herein by reference.
Term Loan Agreement
On March 31, 2017, in
connection with the closing of the Merger, Nordson established a $705.0 million term loan facility pursuant to the terms of the First Amendment and Joinder to Term Loan Agreement (the Term Loan Amendment), dated as of March 31,
2017, by and among Nordson, the lenders party thereto and PNC Bank, National Association, as lender and administrative agent, which amended the single-purpose term loan agreement (as amended by the Term Loan Amendment, the Term Loan
Agreement), by and among Nordson, the lenders party thereto, PNC Bank, National Association, as lender and administrative agent, the joint lead arrangers and joint bookrunners party thereto, the
co-syndication
agents party thereto and the
co-documentation
agents party thereto.
The Term Loan Agreement:
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provides for the following term loans in three tranches:
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$200.0 Million Eighteen Month Senior Unsecured Term Loan
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$200.0 Million Three Year Senior Unsecured Term Loan
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$305.0 Million Five Year Senior Unsecured Term Loan;
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contains a number of covenants that Nordson believes are usual and customary for single-purpose unsecured term loan agreements, including compliance with various financial ratios and tests, and certain covenants that
restrict, among other things, Nordsons and its subsidiaries ability to: incur debt; incur liens; merge or consolidate with other companies and make certain acquisitions; and
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contains customary events of default (subject to grace periods, as appropriate) including among others: nonpayment of principal, interest or fees; breach of the representations or warranties in any material respect;
breach of the financial, affirmative or negative covenants; default of payment on, or accelerations of, other material indebtedness; bankruptcy or insolvency; material judgments entered against Nordson or any of its subsidiaries; certain specified
events under the Employee Retirement Income Security Act of 1974, as amended; certain changes in control of Nordson; and the invalidity or unenforceability of the Term Loan Agreement or other documents associated with the Term Loan Agreement.
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Borrowings under the Term Loan Agreement bear interest at either an alternate base rate or an adjusted LIBOR rate plus, in each case, an
applicable margin. Such applicable margin is based on Nordsons Leverage Ratio (as defined in the Term Loan Agreement). Interest is payable (a) in the case of alternate base rate loans, quarterly, and (b) in the
case of LIBOR rate loans, on the maturity date of the borrowing, or quarterly from the effective date for borrowings exceeding three months.
Borrowings under the Term Loan Agreement are available for use by Nordson for the single purpose of acquiring Vention via the Merger.
The foregoing description of the Term Loan Agreement is a summary only and is qualified in its entirety by the terms of the Term Loan Agreement, a copy of
which is filed as an exhibit to this Current Report on Form
8-K
and is incorporated herein by reference.