Item 1.01 Entry into a Material Definitive Agreement.
On February 26, 2014, the Company, certain domestic subsidiaries (the
"Guarantors"), Goldman Sachs Bank USA, as administrative and collateral agent
("Goldman Sachs"), and the lenders party thereto entered into Refinancing
Amendment No. 3 (the "Credit Agreement Amendment") to the Company's Credit and
Guaranty Agreement (the "Credit Agreement"), dated as of August 1, 2012 by and
among the Company, the Guarantors, Goldman Sachs, and the lenders party thereto.
The Credit Agreement Amendment evidences, among other things, the refinancing of
the Company's existing senior secured tranche B term loan facility with a
maturity date of August 1, 2019 ("Existing Term Loan B"), with a new senior
secured tranche B term loan facility ("New Term Loan B"). The New Term Loan B
has the same principal amount (subject to the prepayment referenced below),
maturity date and amortization schedule but with a reduction in the interest
rate effective on February 26, 2014 (in regards to Eurodollar Rate Loans, from
2.75% plus the Adjusted Eurodollar Rate with a 1.00% floor for the Existing Term
Loan B to 2.50% plus the Adjusted Eurodollar Rate with a 0.75% floor for the New
Term Loan B; and in regards to Base Rate Loans, from 1.75% plus the Base Rate
with a 2.00% floor for the Existing Term Loan B to 1.50% plus the Base Rate with
a 1.75% floor for the New Term Loan B). The issue price of the New Term Loan B
is 99.875% of the principal amount thereof. In conjunction with the execution of
the Credit Agreement Amendment, the Company effected a voluntary $25 million
prepayment of the New Term Loan B. Immediately following this prepayment, the
principal amount outstanding on the New Term Loan B is approximately $1.15
The above description of the Credit Agreement Amendment does not purport to be
complete and it is qualified in its entirety by reference to the Credit
Agreement Amendment itself, a copy of which is attached to this report as
Exhibit 10.1 and is incorporated herein in its entirety by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
10.1 Refinancing Amendment No. 3 dated February 26, 2014 by and among
Hologic, Inc., the guarantors party thereto, Goldman Sachs Bank USA,
and the lenders party thereto.