Attached files
file | filename |
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EX-99.1 - EX-99.1 - Ortho Clinical Diagnostics Holdings plc | d116380dex991.htm |
EX-10.1 - EX-10.1 - Ortho Clinical Diagnostics Holdings plc | d116380dex101.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 of earliest event reported): February 5, 2021
ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC
(Exact name of registrant as specified in charter)
England and Wales | 001-39956 | 98-1574150 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
1001 Route 202, Raritan, New Jersey | 08869 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (908) 218-8000
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 (see General Instruction A.2. below):
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Ordinary shares, $0.00001 par value | OCDX | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry Into a Material Definitive Agreement. |
On February 9, 2021, Ortho Clinical Diagnostics Holdings plc (the Company) announced that certain of its subsidiaries, Barclays Bank PLC, as administrative agent and collateral agent, and the other financial institutions party thereto entered into the Fifth Amendment to Credit Agreement, dated as of February 5, 2021 (Amendment No. 5), amending the Credit Agreement, dated as of June 30, 2014 (as amended and supplemented, the Credit Agreement).
Amendment No. 5 increases the revolving credit facility under the Credit Agreement by $150 million to an aggregate amount of $500 million and extends the maturity date to February 26, 2026, provided that such date may be accelerated subject to certain circumstances as set forth in Amendment No. 5. All other terms of the Credit Agreement will remain substantially the same except as otherwise amended by Amendment No. 5.
A copy of Amendment No. 5 is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing description of Amendment No. 5 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 5.
Item 7.01 | Regulation FD Disclosure. |
Attached as Exhibit 99.1 to this Current Report on Form 8-K is a press release announcing the entry into Amendment No. 5.
The information furnished under this Item 7.01, including the exhibit related thereto, is intended to be furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such document.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
* | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Ortho Clinical Diagnostics Holdings plc | ||||||
Date: February 9, 2021 | By: | /s/ Joseph M. Busky | ||||
Name: | Joseph M. Busky | |||||
Title: | Chief Financial Officer |