XML 42 R31.htm IDEA: XBRL DOCUMENT

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2025
Subsequent Events [Abstract]
Subsequent Events	Subsequent Event On October 31, 2025 (the "Closing Date"), ICU Medical, Inc., as Borrower, entered into Amendment No. 2 to the Existing Credit Agreement (the "Amendment") with Wells Fargo Bank and certain other financial institutions (the “Lenders”) to refinance the existing Term Loan A and the existing Revolving Credit Facility under the Credit Agreement dated as of January 6, 2022 (as amended by Amendment No. 1, dated as of October 5, 2022, the "Existing Credit Agreement," and as further amended by the Amendment, the "Amended Credit Agreement"). The existing Term Loan A had an outstanding principal balance of $559.7 million as of September 30, 2025 and there were no borrowings under the existing $500.0 million revolver as of September 30, 2025. The Amended Credit Agreement includes new credit facilities (the "New Credit Facilities") that consists of a $750.0 million senior secured term loan A and a new $500.0 million revolving credit facility. The proceeds from and commitments under the New Credit Facilities were used to (i) repay the outstanding principal amount of the existing Term Loan A in full and refinance the existing Revolving Credit Facility (collectively, the "Refinancing") under the Existing Credit Agreement, (ii) repay a portion of the outstanding balance of the existing Term Loan B under the Existing Credit Agreement and (iii) to finance the payment of fees and expenses incurred in connection with the Refinancing. The final maturity of the New Credit Facilities is on the fifth anniversary of the Closing Date. Borrowings under the New Credit Facilities will not be subject to the credit spread adjustment under the Existing Credit Agreement, which ranges from 10 to 25 basis points, thereby reducing interest expense on such borrowings. The material terms of the Term Loan B (including the credit spread adjustment applicable thereto) remain unchanged. All affirmative and negative covenants remain substantially the same as the Existing Credit Agreement. The financial covenants of the New Credit Facilities include (i) a new maximum Secured Net Leverage Ratio of 4.50 to 1.00, tested at the end of each quarter, with a step-down to 4.00 to 1.00 starting with the quarter ending June 30, 2027; provided that, in the event the Borrower or its restricted subsidiaries consummate a material acquisition, the Borrower may elect (on no more than one occasion) to cause the Secured Net Leverage Ratio financial covenant level set forth above to be increased by 0.50x for each of the four fiscal quarters ending immediately after the consummation of such material acquisition and (ii) a minimum Interest Coverage Ratio of 3.00 to 1.00, which remains unchanged from the Existing Credit Agreement.