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21062 Bake Parkway
Lake Forest, CA 92630
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NEWS RELEASE
CONTACT:
Norris Battin
The Cooper Companies, Inc.
ir@coopercompanies.com
FOR IMMEDIATE RELEASE
COOPER COMPANIES SECURES NEW $225 MILLION SYNDICATED CREDIT FACILITY
LAKE FOREST, Calif., May 2, 2002 - The Cooper Companies, Inc. (NYSE:COO) today
announced the successful syndication of a $225 million bank credit facility. The
facility is comprised of a $75 million five-year term loan with an interest only
payment in the first year then fully amortized in the next four years, and a
$150 million three year revolving credit facility. KeyBank is the agent for the
eleven-bank syndication.
"We are very pleased with the response to this new facility and with the high
quality banks that are participating," said Robert S. Weiss, Cooper's executive
vice president and chief financial officer. "The facility was oversubscribed, a
sign of strong support for our continued growth. This allowed us to triple the
size of our previous credit facility with competitive pricing."
Use of Proceeds
Cooper plans to use the facility for general corporate purposes and capital
expenditures. At closing, Cooper will pay off $62 million under its existing
line of credit and 'L'44 million in notes owed to Biocompatibles International
plc as a result of Cooper's purchase of Biocompatibles Eyecare, Inc., completed
on February 28, 2002. Additionally, $21 million of the revolving credit
facility is reserved to retire loans due to note holders of Aspect Vision Care,
Ltd., a contact lens business that the Company purchased in December 1997. An
additional $44 million is temporarily reserved until certain British statutory
procedures have been completed, which is expected to occur within the month.
Terms and Covenants
Interest rates under the new facility are based on LIBOR plus additional basis
points predicated on Cooper's ratio of debt to its earnings before interest,
taxes, depreciation an amortization (EBITDA.) These range from 125 to 225 basis
points for the term loan and from 100 to 200 basis points for the revolver. At
the Company's option, it can choose to pay a base rate that is a range above the
prime rate.
The credit agreement limits Cooper's debt to no more than 50 percent of total
capitalization, dividends to $1.25 million per quarter and requires the ratio of
EBITDA to fixed charges (as defined in the agreement) to be at least 1.3 to 1.
As of April 30, 2002, Cooper estimates that debt was approximately 37 percent of
total capitalization and that its ratio of EBITDA to fixed charges was
approximately 1.9 to 1.
While there is a requirement for the syndicate to consent to acquisitions above
levels set in the agreement, Cooper does not expect that its market
consolidation strategy in its CooperSurgical women's healthcare unit or any
other acquisition activities will be limited.
Forward-Looking Statements
Some of the information included in this news release contains "forward-looking
statements" as defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include all statements regarding anticipated growth
in our revenue, anticipated market conditions and results of operations. To
identify forward-looking statements look for words like "believes," "expects,"
"may," "will," "should," "seeks," "intends," "plans," "estimates" or
"anticipates" and similar words or phrases. Discussions of strategy, plans or
intentions often contain forward-looking statements. These, and all
forward-looking statements, necessarily depend on assumptions, data or methods
that may be incorrect or imprecise.
Events, among others, that could cause actual results and future actions to
differ materially from those described in forward-looking statements include
major changes in business conditions, a major disruption in the operations of
our manufacturing facilities, new competitors or technologies, the impact of an
undetected virus on our computer systems, acquisition integration delays or
costs, increases in interest rates, foreign currency exchange exposure,
investments in research and development and other start-up projects, dilution to
earnings per share from acquisitions or issuing stock, regulatory issues,
changes in tax laws, significant environmental cleanup costs above those already
accrued, litigation costs including any related settlements, cost of business
divestitures, the requirement to provide for a significant liability or to write
off a significant asset, changes in accounting principles or estimates, and
other factors described in our Securities and Exchange Commission filings,
including the "Business" section in our Annual Report on Form 10-K for the year
ended October 31, 2001. We caution investors that forward-looking statements
reflect our analysis only on their stated date. We disclaim any intent to update
them except as required by law.
Corporate Information
The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market
specialty healthcare products. Corporate offices are located in Lake Forest and
Pleasanton, Calif. A toll free interactive telephone system at 1-800-334-1986
provides stock quotes, recent press releases and financial data. The Cooper
Companies' World Wide Web address is www.coopercos.com.
CooperSurgical, Inc., with operations in Trumbull, Conn., Fort Atkinson, Wis.,
Malmo, Sweden, Montreal and Berlin, markets diagnostic products, surgical
instruments and accessories for the gynecological market. Its Web address is
www.coopersurgical.com.
CooperVision, Inc., markets a broad range of contact lenses for the vision care
market. Headquartered in Lake Forest, Calif., it manufactures in Huntington
Beach, Calif., Rochester, N.Y., Norfolk, Va., Adelaide, Australia, Farnborough
and Hamble, England, Madrid, Spain and Toronto. Its Web address is
www.coopervision.com.