PKI PerkinElmer Inc

On August 11, 2021, PerkinElmer, Inc. (“PerkinElmer”) entered into an unsecured delayed draw term loan credit facility (the “Credit Agreement”) with Bank of America, N.A., as Administrative Agent and the Lenders party thereto. The Credit Agreement provides for a $500 million committed term loan credit facility available through the earlier of (i) the consummation of PerkinElmer’s acquisition of BioLegend, Inc. (“BioLegend”, with such transaction acquiring BioLegend being the “Acquisition”) and (ii) the date that is five (5) business days after October 25, 2021, and as may be extended through January 31, 2022 in the event that the outside date under the definitive agreement with respect to the Acquisition is extended. Proceeds of borrowings under the Credit Agreement will be used to (i) fund, in part, the Acquisition, (ii) refinance certain indebtedness of BioLegend and (iii) pay fees and expenses incurred in connection with the Acquisition and the financing of the Acquisition.

Borrowings made pursuant to the Credit Agreement will bear interest, payable quarterly or, if earlier, at the end of any interest period, at either (a) the base rate, as described in the Credit Agreement, or (b) the eurocurrency rate (a publicly published rate), in each case plus a percentage spread based on the credit rating of PerkinElmer’s debt. The loans under the Credit Agreement will mature on the third anniversary of the funding date.

The Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including, among others, limitations on PerkinElmer and its subsidiaries with respect to liens, incurrence of indebtedness by subsidiaries of PerkinElmer, and mergers and acquisitions. The Credit Agreement contains a debt-to-capitalization ratio covenant applicable so long as PerkinElmer’s debt is rated Investment Grade (as defined in the Credit Agreement). This covenant is replaced by leverage ratio and interest coverage ratio covenants under certain circumstances. The Credit Agreement also contains customary events of default (with customary grace periods, as applicable). The Credit Agreement also includes customary conditions of borrowing, including the closing of the Acquisition and the accuracy of certain “specified” representations and warranties.

PerkinElmer has from time to time had financial advisory and banking relationships with the parties to the Credit Agreement.

The foregoing description of the Credit Agreement and related matters is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.