8-KMaterial AgreementsFinancial EventsExhibits & Filings

Edwards Lifesciences Corp 8-K Report, Material Agreement (Jul 21, 2022)

Filed July 21, 2022For Securities:EW

Summary

Edwards Lifesciences Corporation (EW) announced on July 20, 2022, its entry into a new five-year credit agreement, effective July 15, 2022. This agreement establishes a $750 million multi-currency unsecured revolving credit facility, replacing the company's previous 2018 credit agreement. The new facility offers improved pricing and terms compared to its predecessor. The company has the option to increase the facility size by an additional $250 million, subject to lender approval. Borrowings under the new revolving facility will be subject to variable interest rates tied to the Secured Overnight Financing Rate (SOFR) or a base rate, plus an applicable margin based on leverage or debt ratings. The facility matures on July 15, 2027, and is intended for general corporate purposes, with no amounts borrowed as of the filing date. The agreement includes customary covenants and financial restrictions, such as a maximum leverage ratio.

Key Highlights

  • 1Edwards Lifesciences entered into a new five-year, $750 million unsecured revolving credit facility on July 15, 2022.
  • 2The new credit facility replaces the company's existing 2018 credit agreement.
  • 3The new facility features improved pricing and terms compared to the previous agreement.
  • 4The company has the option to increase the facility size by up to an additional $250 million.
  • 5Interest rates will be variable, based on SOFR plus a spread or a base rate, plus an applicable margin tied to leverage or debt ratings.
  • 6The credit agreement matures on July 15, 2027.
  • 7The facility is intended for general corporate purposes, and no funds had been borrowed as of the filing date.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report Edwards Lifesciences' entry into a new material definitive agreement, specifically a five-year credit agreement that establishes a new revolving credit facility, and the termination of its prior credit agreement.

The new facility is a $750 million unsecured revolving credit facility with a five-year term maturing in July 2027. Interest rates are variable, based on SOFR or a base rate plus an applicable margin determined by the company's leverage ratio or debt ratings. The company can potentially increase the facility size by an additional $250 million.

The new credit agreement replaces the company's 2018 credit agreement and features improved pricing and other terms, indicating potentially more favorable borrowing costs or conditions for Edwards Lifesciences.

The agreement includes customary representations, warranties, covenants, events of default, and terms and conditions. Notably, it contains limitations on liens, incurring new debt, mergers, and significant asset dispositions, and requires compliance with a maximum leverage ratio.