Item 1.01 | Entry into a Material Definitive Agreement. |
On November 30, 2022 (the “Closing Date”), Insulet Corporation (the “Company”) entered into (a) the Second Amendment to Credit Agreement (the “Second Amendment”) between the Company and Morgan Stanley Senior Funding, Inc., as administrative agent (the “Agent”) and (b) the Third Amendment to Credit Agreement (the “Third Amendment”) among the Company, the lenders and other parties thereto and the Agent, in each case amending that certain Credit Agreement, dated as of May 4, 2021 (as previously amended, supplemented or modified, the “Credit Agreement”), by and among the Company, the lenders and other parties thereto and the Agent.
The Second Amendment amended certain definitions and other provisions to replace LIBOR-based benchmark rates applicable to loans outstanding under the Credit Agreement with SOFR-based rates, subject to adjustments as specified in the Second Amendment.
The Third Amendment increased the revolving credit commitments thereunder by $30 million. After giving effect to such increase, on the Closing Date, the aggregate amount of revolving credit commitments under the Credit Agreement was $100 million, which commitments were undrawn as of such date. The increased revolving credit commitments have the same terms as the revolving credit commitments outstanding under the Credit Agreement prior to the effectiveness of the Third Amendment (the “Existing Revolving Commitments”) (other than in respect of certain upfront fees). A description of certain material terms of the Existing Revolving Commitments is included within Item 1.01 of the Company’s Current Report on Form 8-K dated May 4, 2021, which description is incorporated herein by reference.
The foregoing descriptions of the Second Amendment and Third Amendment are not intended to be complete and are qualified in their entirety by reference to the full text of the Second Amendment and Third Amendment, respectively, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, hereto and are incorporated by reference herein.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above relating to the Third Amendment is incorporated by reference into this Item 2.03.
Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed as part of this report:
| | |
No. | | Exhibit |
| |
10.1 | | Second Amendment to Credit Agreement, dated November 30, 2022, between Insulet Corporation and Morgan Stanley Senior Funding, Inc., as administrative agent. |
| |
10.2 | | Third Amendment to Credit Agreement, dated November 30, 2022, among Insulet Corporation, Insulet MA Securities Corporation, the lenders and other parties party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent. |
| |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |