ResMed may, at its option and upon notice to the purchasers of the applicable Notes, prepay
at any time all, or from time to time any part of, the Notes in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so repaid, and the
make-whole amount determined for the prepayment date with respect to such principal amount as set forth in the Note Purchase Agreement.
In the event of certain specified transactions involving a change of control of ResMed, ResMed will offer to prepay all, but not less than
all, of each series of Notes then outstanding, at 100% of the principal amount so repaid, plus the make-whole amount determined for the prepayment date with respect to such principal amount as set forth in the Note Purchase Agreement.
Under the terms of the Note Purchase Agreement, ResMed agreed to customary covenants including with respect to its corporate existence,
transactions with affiliates, and mergers and other extraordinary transactions. Pursuant to the Note Purchase Agreement, ResMed also agreed that, subject to limited exceptions, it will maintain a ratio of consolidated funded debt to consolidated
EBITDA of no more than 3.50 to 1.00 as of the last day of any fiscal quarter, and will not at any time permit the amount of all secured and unsecured debt of ResMed and its subsidiaries to exceed 10% of ResMeds consolidated tangible assets,
determined as of the end of ResMeds most recently ended fiscal quarter.
The Note Purchase Agreement also includes customary events
of default, including, among other things, with respect to a failure by ResMed to pay interest as required by the Notes, or a breach by ResMed of its covenants in the Note Purchase Agreement. Upon an event of default, all outstanding amounts may
become payable, and the entire unpaid principal amount of such Notes, plus all accrued and unpaid interest thereon (including interest accrued thereon at the applicable default rate) and the applicable make-whole amount determined in respect of such
principal amount, will be immediately due and payable.
The Notes were offered and will be sold to accredited investors in an exempt
transaction not involving a public offering in accordance with Section 4(2) of the Securities Act of 1933, as amended.
A copy of the
Note Purchase Agreement, including the form of the 2026 Notes, the form of the 2029 Notes and the form of the Subsidiary Guaranty Agreement, is attached to this Current Report on Form
8-K
as exhibit 10.1 and
is incorporated herein by reference. The foregoing descriptions of the material terms of the Note Purchase Agreement, the 2026 Notes, the 2029 Notes, and the Subsidiary Guaranty Agreement, and the transactions contemplated thereby, do not purport to
be complete and are qualified in their entirety by reference to Exhibit 10.1 to this Current Report on Form
8-K.
Item 9.01.
|
Financial Statements and Exhibits.
|
(d)
Exhibits.