UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
As part of a planned refreshment of its bank credit facility, on July 15, 2022, Edwards Lifesciences Corporation (the “Company”) entered into a five-year credit agreement, dated as of July 15, 2022, among the Company and certain of its subsidiaries, as Borrowers, the lenders signatory thereto and Bank of America, N.A., as Administrative Agent (the “Credit Agreement”). The Credit Agreement, which is further described in Item 2.03 below, replaces the Company’s existing 2018 Credit Agreement (as defined in Item 1.02 below) and features improved pricing and other terms compared to the 2018 Credit Agreement.
Item 1.02. Termination of a Material Definitive Agreement.
As described in Item 2.03 below, on July 15, 2022, the Company terminated the Five Year Credit Agreement, dated as of April 30, 2018, by and among the Company, certain of its subsidiaries, the lenders signatory thereto, Bank of America, N.A., as Administrative Agent, JP Morgan Chase Bank, N.A., as Syndication Agent, and Morgan Stanley MUFG Loan Partners, LLC, Deutsche Bank Securities Inc., HSBC Bank USA, National Association, and Wells Fargo Bank, National Association, as Co-Documentation Agents (as amended, the “2018 Credit Agreement”). A description of the material terms of the 2018 Credit Agreement is contained in the Current Report on Form 8-K previously filed by the Company on April 30, 2018.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On July 15, 2022, the Company entered into the Credit Agreement to establish a new five-year $750 million multi-currency unsecured revolving credit facility (the “Revolving Facility”) to replace the existing $750 million unsecured revolving credit facility under the 2018 Credit Agreement. All committed pro rata United States dollar-denominated borrowings under the Revolving Facility will bear interest at a variable rate based on the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York plus a spread adjustment or base rate, at the Company’s election, subject to the terms and conditions thereof, plus, in each case, an applicable margin based on the Company’s leverage ratio or debt ratings. Subject to certain terms and conditions and the agreement of the lenders, the Company may increase the amount available under the Revolving Facility by up to an additional $250 million in the aggregate. The Credit Agreement matures July 15, 2027.
The Credit Agreement contains customary representations, warranties, covenants, events of default, terms and conditions, including limitations on liens, incurrence of debt, mergers and significant asset dispositions. The Company must also comply with a maximum leverage ratio. The occurrence of an event of default under the Credit Agreement could result in all loans and other obligations being declared due and payable and the Revolving Facility being terminated.
The Company expects to use any borrowings under the Revolving Facility for general corporate purposes. As of the date of the Current Report on Form 8-K, no amounts have been borrowed under the Revolving Facility.
The Company and its affiliates from time to time engage certain of the lenders under the Credit Agreement to provide banking and financial services. All of these engagements are negotiated at arm’s length.
The foregoing description of the Credit Agreement is qualified in its entirety by reference to the complete terms and conditions of the Credit Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Five Year Credit Agreement, dated as of July 15, 2022, among Edwards Lifesciences Corporation and certain of its subsidiaries, as Borrowers, the lenders signatory thereto and Bank of America, N.A., as Administrative Agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 21, 2022
| EDWARDS LIFESCIENCES CORPORATION | ||
| By: | /s/ Scott B. Ullem | |
| Scott B. Ullem | ||
| Chief Financial Officer | ||