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EX-10.1 - EX-10.1 - DJO Finance LLCd527047dex101.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported):

April 25, 2013 (March 21, 2013)

 

 

DJO Finance LLC

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   333-142188   20-5653965

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1430 Decision Street

Vista, CA 92081

(760) 727-1280

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8–K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12)

 

¨ Pre–commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b))

 

¨ Pre–commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement

On March 21, 2013, DJO Finance LLC (the “Company”), an indirect wholly owned subsidiary of DJO Global, Inc., DJO Holdings LLC (“Holdings”) and certain other subsidiaries of the Company amended its senior secured credit facilities by entering into the Amendment No. 1 and Refinancing Term Loan Amendment No. 2 (the “Amendment”) relating to its Credit Agreement dated as of November 20, 2007 and amended and restated as of March 20, 2012 among the Company, Holdings, Credit Suisse AG (formerly known as Credit Suisse), as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender party thereto (collectively, the “Lenders”). Among other things, the Amendment provides: (1) for the issuance of approximately $421.4 million of additional term loans to refinance certain of the existing term loans; (2) for the extension of the maturity of certain term loans to September 15, 2017; (3) for the combination of the term loan tranches under the Credit Agreement into a single new term loan tranche (the “New Term Loans”); (4) for the reduction of the interest rate margin applicable to all borrowings under the senior secured credit facilities; and (5) for the setting of the senior secured first lien leverage ratio covenant level at 4.25x for the duration of the agreement. The Company used the net proceeds from the New Term Loans to repay approximately $421.4 million aggregate principal amount of existing term loans outstanding under its senior secured credit facilities and to pay related premiums, fees and expenses.

Effective March 21, 2013, the interest rate margins applicable to borrowings under the senior secured revolving credit facilities are, at our option, either (a) the Eurodollar rate, plus 375 basis points or (b) a base rate determined by reference to the highest of (1) the prime rate, (2) the federal funds rate, plus 0.50% and (3) the Eurodollar rate for a one-month interest period, plus 375 basis points. The interest rate margins applicable to the tranche B term loans are, at our option, either (a) the Eurodollar rate plus 375 basis points or (b) a base rate plus 375 basis points. There is a minimum LIBOR rate applicable to the Eurodollar component of interest rates on tranche B term loan borrowings of 1.00%. The applicable margin for borrowings under the senior secured revolving credit facilities may be reduced, subject to our attaining certain leverage ratios.

Subject to certain exceptions, voluntary prepayments of the New Term Loans within one year of the effective date of the Amendment are subject to a 1.00% “soft call” premium, while other voluntarily prepayments of outstanding loans under the senior secured credit facilities may be made at any time without premium or penalty, provided that voluntary prepayments of Eurodollar loans made on a date other than the last day of an interest period applicable thereto shall be subject to customary breakage costs.

The foregoing description of the Amendment is included to provide you with information regarding its terms. It does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein 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 set forth in Item 1.01 is incorporated by reference into this Item 2.03.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Exhibit

Exhibit 10.1

   Amendment No. 1 and Refinancing Term Loan Amendment No. 2, dated as of March 21, 2013, by and among the Company, Holdings, the Subsidiary Guarantors and Credit Suisse AG Cayman Islands Branch, as Administrative Agent and as Refinancing Term Lender.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

 

    DJO FINANCE LLC
Date: April 25, 2013      
    By:  

/s/ Vickie L. Capps

    Name:   Vickie L. Capps
    Title:   Executive Vice President, Chief Financial Officer and Treasurer