PKI PerkinElmer Inc

On August 24, 2021, PerkinElmer, Inc. (“PerkinElmer”) entered into an unsecured revolving credit facility (the “Credit Agreement”) with PerkinElmer, PerkinElmer Health Sciences, Inc., PerkinElmer Life Sciences International Holdings, PerkinElmer Global Holdings S.à r.l. and PerkinElmer Health Sciences B.V. as Borrowers (the “Borrowers”), Bank of America, N.A. as Administrative Agent, Swing Line Lender and an L/C Issuer, the Lenders party thereto and the other L/C Issuers party thereto. Goldman Sachs Bank USA acted as Syndication Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association acted as Co-Documentation Agents, and Goldman Sachs Bank USA, Bank of America, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association acted as Joint Lead Arrangers and Joint Bookrunners. The Credit Agreement provides for a $1.5 billion committed unsecured revolving credit facility available through August 24, 2026.

This Credit Agreement replaces the unsecured revolving credit agreement (the “Prior Credit Agreement”) dated as of September 17, 2019, as amended, among the Borrowers, Bank of America, N.A. as Administrative Agent and the lenders from time to time party thereto. The Prior Credit Agreement provided for a $1 billion unsecured revolving credit facility available through the fifth anniversary of the closing date.

Borrowings made pursuant to the Credit Agreement will bear interest, payable quarterly or, if earlier, at the end of any interest period, at PerkinElmer’s option 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 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). PerkinElmer may use the proceeds of borrowings under the Credit Agreement for working capital, capital expenditures, repurchases of equity and dividends and distributions, acquisitions, payment of fees and expenses incurred in connection with the Credit Agreement and the termination of the Prior Credit Agreement and other general corporate purposes.

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

As of August 24, 2021, the Borrowers have $60 million and €90 million of borrowings and $10.9 million of letters of credit outstanding under 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.