| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Effective October 25, 2021, Meridian Bioscience, Inc. (“Meridian” or the “Company”) entered into a $200,000,000 Revolving Credit Facility (“Credit Facility”) under the Amended and Restated Credit Agreement by and among Meridian, the Guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as Administrative Agent, PNC Capital Markets LLC, as Joint Lead Arranger and Sole Bookrunner, and Fifth Third Bank, National Association, as Joint Lead Arranger and Syndication Agent (the “Amended and Restated Credit Agreement”).
The Amended and Restated Credit Agreement increases the amount of Meridian’s borrowing availability under the senior secured revolving credit facility (the “Revolving Credit Facility”) from $160 million to $200 million. The term of the Revolver is five years. $25,000,000 of the Revolving Credit Facility is available beginning for the advancement of swingline loans (the “Swingline Loans”) from the PNC Bank, National Association, as Administrative Agent. The Revolver will be used to fund ongoing working capital and general corporate purposes. The obligations of Meridian and its subsidiary Guarantors are secured by substantially all of the personal property and material fee owned real property of Meridian and certain of its subsidiaries.
Further, the Amended and Restated Credit Agreement also amends the applicable interest rate and commitment fees payable to lenders in respect of borrowings under the Amended and Restated Credit Agreement. Borrowings under the Revolving Credit Facility bear interest at a fluctuating rate equal to, at the Company’s option, either: (i) a base rate determined by reference to the highest of the federal funds rate plus 0.50%, the prime rate as determined by the administrative agent, or the daily LIBOR rate plus 1.00%, in each case, plus an applicable margin as determined under the Credit Agreement and subject to adjustment from time to time based on the Company’s leverage ratio; or (ii) the LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing, plus an applicable margin as determined under the Credit Agreement and subject to adjustment from time to time based on the Company’s leverage ratio, in each case under (i) or (ii) such rate is subject to a floor of 0.00%. Swingline Loans will bear interest at the rate described in (i) above. In addition, on a quarterly basis, the Company is required to pay each lender under the Revolving Credit Facility a 0.175% commitment fee in respect of the commitments of each such lender under the Revolving Credit Facility, which percentage may be subject to one or more adjustments based on the Company’s leverage ratio.
In addition to the increased availability under the Revolving Credit Facility, extension of the maturity date and the pricing changes noted above, certain modifications were made in connection with the amendment and restatement to allow the Company to consummate certain acquisitions using cash rather than borrowings under the Revolving Credit Facility without seeking further lender consent in connection with such acquisition. The Amended and Restated Credit Agreement still contains other customary representations, warranties and conditions to borrowing and customary affirmative and negative covenants.
