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Item 1.01
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Entry in
to a M
aterial Definitive Agreement.
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On June 2
7
, 201
9
, NeoGenomics Laboratories, Inc. (“NeoGenomics Laboratories”), as borrower, and NeoGenomics, Inc. (“Holdings”) and certain of its subsidiaries, as guarantors (the “Guarantors”), entered into
a
new
s
enior
s
ecured
c
redit
a
greement
(
the
“New Credit Agreement”)
with
PNC Bank
,
National Association
, as administrative agent
, and the lenders party thereto.
The
New
C
redit
A
greement
provides for
a
$100 million re
v
olving credit facility
(
the
“
Revolving Credit Facility
”
),
and
a $1
0
0
million term loan facility (the
“
Term Loan Facility
”
)
, and
a
$50 million dela
yed d
raw
term loan (
the
“
Dela
y
ed Draw Term Loan
”
)
w
hich has an
availability period
beginning on the closing date and ending on December
27
,
2020
.
Borrowings under the
New
Credit Agreement
bear
interest at a rate per annum
equal to an applicable margin plus, at NeoGenomics Laboratories’ option, either (1) the Adjusted LIBOR rate for the relevant interest period, (2) an alternate base rate determined by reference to the greatest of
(
a
)
the federal funds rate for the relevant interest period plus 0.5% per annum
(
b
)
the prime lending rate
of PNC
and (
c
) the
d
ail
y
LIBOR rate plus 1% per annum, or (3) a combination of (1) and (2). The applicable margin
is
based on NeoGenomics Laboratories’ consolidated leverage ratio (as defined in the
New
Credit Agreement).
Interest on borrowings under the
New
Credit
Agreement
is payable on the last day of each month, in the case of each base rate loan, and on the last day of each interest period (but no less frequently than every three months), in the case of
LIBOR loans.
The Revolving Credit Facility includes a $10 million swing
lo
an
sublimit, with swing
loans bearing interest at the alternate base rate plus the applicable margin.
Any principal outstanding under the Revolving Credit Facility is due and payable on
June
27
, 202
4
or such earlier date as the obligations under the
New
Credit Agreement become due and payable pursuant to the terms of the
New
Credit Agreement.
Principal payments
on the Term Loan Facility
will be due on the last day of each fiscal quarter beginning
September
3
0
, 201
9
,
with an annual prin
cipal amortization of
5% in the first year, 5% in the second year, 7.5% in the third year, 7.5% in the fourth year, and 10% in each year thereafter, with the remainder due at maturity on June 27,
2024
or such earlier date as the obligations under
the New Credit Agreement become due and payable pursuant to the terms of the New Credit Agreement.
In addition to paying interest on outstanding principal under the
New
Credit Agreement, NeoGenomics Laboratories will be required to pay a commitment fee in respect of the unutilized portion of the commitments under the Revolving Credit Facility
and the Dela
y
ed Draw Term Loan
.
The
foregoing
description of the Amendment is qualified in its' en
tirety by reference to the full text of the document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
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Item 1.02
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Termination of
a Material Definitive Agreement.
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Simultaneously with entering into the
New
Credit Agreement, on June
27
, 2019, the Company terminated the
p
rior
f
inancing
a
greement
(
“
Prior Financing Agreement
”
)
and repaid all outstanding amounts owing thereunder.
The Prior Financing Agreement, originally
entered into on
December 22, 2016
provided
for a $75 million revolving credit facility
and a $75 million term loan facility
.
On June 25, 2018 the
Co
mpany entered into a
n
a
mendment
(
“
Am
endment
”)
to the
c
redit
a
greement
with Regions Bank, which
provide
d
for an additional term loan in the amount of $3
0 million, subject to the terms and conditions applicable to the original
t
erm
l
oan except as specifically described in the Amendment.
As of June 27,2019, the total am
ount of pri
n
cipal and accrued interest and fees outstanding under the Prior Financing Agreement was approximately
$100.2 million
. A copy of the Prior Financing Agreement was filed as Exhibit 10.1 to the Company's
Form 8-K filed with the Securities and
E
xchange Commission on June 25
, 2018.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
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The disclosure provided under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
The Company also issued a press release announcing the facilities described in Item 1.01 herein
on June 2
7
, 201
9
, a copy of which is attached as Exhibit 99.1 hereto.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits