Recent Updates
Recently added Catalysts
RVTY

EXECUTION VERSION Published CUSIP Numbers: Deal: 71404HAL9 Revolver: 71404HAM7 CREDIT AGREEMENT Dated as of

Key Takeaway: Dated as of August 24, 2021 PERKINELMER HEALTH SCIENCES, INC., PERKINELMER LIFE SCIENCES INTERNATIONAL HOLDINGS, PERKINELMER GLOBAL HOLDINGS S. R.L, PERKINELMER HEALTH SCIENCES B.V. CERTAIN OTHER SUBSIDIARIES OF BANK OF AMERICA, N.A., Administrative Agent, the Swing Line L

Full Press Release Details

Dated as of August 24, 2021
PERKINELMER HEALTH SCIENCES, INC.,
PERKINELMER LIFE SCIENCES INTERNATIONAL HOLDINGS,
PERKINELMER GLOBAL HOLDINGS S. R.L,
PERKINELMER HEALTH SCIENCES B.V.
CERTAIN OTHER SUBSIDIARIES OF
BANK OF AMERICA, N.A.,
Administrative Agent, the Swing Line Lender and an L/C Issuer,
GOLDMAN SACHS BANK USA,
as Syndication Agent,
FARGO BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents,
The Other Lenders Party Hereto
The Other L/C Issuers Party
GOLDMAN SACHS BANK USA,
BANK OF AMERICA, N.A.,
FARGO BANK, NATIONAL ASSOCIATION,
as Joint Lead Arrangers and Joint Bookrunners
Page
Article I. DEFINITIONS AND ACCOUNTING TERMS 1
Section 1.01 Defined Terms 1
Section 1.02 Other Interpretive Provisions 38
Section 1.03 Accounting Terms 39
Section 1.04 Exchange Rates; Currency Equivalents 40
Section 1.05 Additional Alternative Currencies 41
Section 1.06 Change of Currency 42
Section 1.07 Times of Day 42
Section 1.08 Letter of Credit Amounts 42
Section 1.09 Luxembourg Terms 42
Section 1.10 Netherlands Terms 43
Article II. THE COMMITMENTS AND CREDIT EXTENSIONS 43
Section 2.01 Committed Loans 43
Section 2.02 Committed Borrowings; Conversions and Continuations of Committed Loans 44
Section 2.03 Letters of Credit 46
Section 2.04 Swing Line Loans 56
Section 2.05 Prepayments 58
Section 2.06 Termination or Reduction of Aggregate Commitments 60
Section 2.07 Repayment of Loans 60
Section 2.08 Interest 60
Section 2.09 Fees 61
Section 2.10 Computation of Interest and Fees 62
Section 2.11 Evidence of Debt 62
Section 2.12 Payments Generally; Administrative Agent s Clawback 62
Section 2.13 Sharing of Payments by Lenders 65
Section 2.14 Designated Borrowers 65
Section 2.15 Expansion Option 66
Section 2.16 Extension of Maturity Date 67
Section 2.17 Cash Collateral 69
Section 2.18 Defaulting Lenders 70
Section 2.19 Designated Lenders 72
Article III. TAXES, YIELD PROTECTION AND ILLEGALITY 72
Section 3.01 Taxes 72
Section 3.02 Illegality 81
Section 3.03 Inability to Determine Rates 81
Section 3.04 Increased Costs; Reserves on Eurocurrency Rate Loans 85
Section 3.05 Compensation for Losses 87
Section 3.06 Mitigation Obligations; Replacement of Lenders 87
Section 3.07 Survival 88
Article IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 88
Section 4.01 Conditions of Effectiveness 88
Section 4.02 Conditions to all Credit Extensions 89
Section 4.03 Designation of a Designated Borrower 90
Table of Contents (continued)
Page
Article V. REPRESENTATIONS AND WARRANTIES 91
Section 5.01 Existence, Qualification and Power; Compliance with Laws 91
Section 5.02 Authorization; No Contravention 92
Section 5.03 Governmental Authorization; Other Consents 92
Section 5.04 Binding Effect 92
Section 5.05 Financial Statements; No Material Adverse Effect 92
Section 5.06 Litigation 93
Section 5.07 No Default 93
Section 5.08 Ownership of Property 93
Section 5.09 Environmental Compliance 93
Section 5.10 [Reserved] 94
Section 5.11 Taxes 94
Section 5.12 ERISA Compliance 94
Section 5.13 [Reserved] 95
Section 5.14 Margin Regulations; Investment Company Act 95
Section 5.15 Disclosure 95
Section 5.16 [Reserved] 96
Section 5.17 [Reserved] 96
Section 5.18 Representations as to Foreign Obligors 96
Section 5.19 Anti-Corruption Laws and Sanctions 97
Section 5.20 EEA Financial Institution 97
Section 5.21 Domiciliation; Centre of Main Interests 97
Section 5.22 Works Council 97
Article VI. AFFIRMATIVE COVENANTS 98
Section 6.01 Financial Statements 98
Section 6.02 Certificates; Other Information 98
Section 6.03 Notices 100
Section 6.04 Payment of Taxes 100
Section 6.05 Preservation of Existence, Etc 100
Section 6.06 Maintenance of Properties 101
Section 6.07 Maintenance of Insurance 101
Section 6.08 Compliance with Laws 101
Section 6.09 Books and Records 101
Section 6.10 Inspection Rights 101
Section 6.11 Use of Proceeds 102
Article VII. NEGATIVE COVENANTS 102
Section 7.01 Liens 102
Section 7.02 [Reserved] 104
Section 7.03 Indebtedness 104
Section 7.04 Fundamental Changes 105
Section 7.05 [Reserved] 105
Section 7.06 [Reserved] 105
Section 7.07 [Reserved] 105
Section 7.08 [Reserved] 105
Section 7.09 [Reserved] 105
Section 7.10 Use of Proceeds 105
Section 7.11 Financial Covenants 106
Article VIII. EVENTS OF DEFAULT AND REMEDIES 106
Section 8.01 Events of Default 106
Section 8.02 Remedies Upon Event of Default 109
Section 8.03 Application of Funds 109
Table of Contents (continued)
Page
Article IX. ADMINISTRATIVE AGENT 110
Section 9.01 Appointment and Authority 110
Section 9.02 Rights as a Lender 111
Section 9.03 Exculpatory Provisions 111
Section 9.04 Reliance by Administrative Agent 112
Section 9.05 Delegation of Duties 112
Section 9.06 Resignation of Administrative Agent 113
Section 9.07 Non-Reliance on Administrative Agent and Other Lenders 114
Section 9.08 No Other Duties, Etc 114
Section 9.09 Administrative Agent May File Proofs of Claim 114
Section 9.10 Certain ERISA Matters 115
Section 9.11 Recovery of Erroneous Payments 116
Article X. CONTINUING GUARANTY 116
Section 10.01 Guaranty 116
Section 10.02 Rights of Lenders 117
Section 10.03 Certain Waivers 117
Section 10.04 Obligations Independent 117
Section 10.05 Subrogation 117
Section 10.06 Termination; Reinstatement 118
Section 10.07 Subordination 118
Section 10.08 Stay of Acceleration 118
Section 10.09 Condition of Other Borrowers 118
Section 10.10 Appointment of Company 119
Article XI. MISCELLANEOUS 119
Section 11.01 Amendments, Etc 119
Section 11.02 Notices; Effectiveness; Electronic Communication 121
Section 11.03 No Waiver; Cumulative Remedies; Enforcement 123
Section 11.04 Expenses; Indemnity; Damage Waiver 124
Section 11.05 Payments Set Aside 126
Section 11.06 Successors and Assigns 126
Section 11.07 Treatment of Certain Information; Confidentiality 132
Section 11.08 Right of Setoff 133
Section 11.09 Interest Rate Limitation 134
Section 11.10 Counterparts; Integration; Effectiveness 134
Section 11.11 Survival of Representations and Warranties 134
Section 11.12 Severability 135
Section 11.13 Replacement of Lenders 135
Section 11.14 Governing Law; Jurisdiction; Etc 136
Section 11.15 Waiver of Jury Trial 137
Section 11.16 Electronic Execution 137
Section 11.17 USA PATRIOT Act Notice 137
Section 11.18 Judgment Currency 138
Section 11.19 No Advisory or Fiduciary Responsibility 138
Section 11.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 139
Table of Contents (continued)
Page
Section 11.21 Acknowledgement Regarding Any Supported QFCs 139
Section 11.22 Notice of Prepayment and Termination of Existing Credit Agreement 140
Section 11.23 Termination of Existing Agreement 140
1.01 Existing Letters of Credit
2.01 Commitments and Applicable Percentages
2.03 L/C Commitments
5.01 Existence, Qualification and Power
7.01 Existing Liens
7.03 Existing Indebtedness
11.02 Administrative Agent s Office; Certain Addresses for Notices
Form of
A Assignment and Assumption
B Augmenting Lender Supplement
C Committed Loan Notice
D Compliance Certificate
E-1 Designated Borrower Agreement
E-2 Designated Borrower Termination
F Increasing Lender Supplement
G Letter of Credit Report
H Note
I Notice of Additional L/C Issuer
J Notice of Loan Prepayment
K Swing Line Loan Notice
L-1-4 U.S. Tax Compliance Certificates
This CREDIT AGREEMENT (as amended, amended and restated, modified, extended, restated, replaced or supplemented from time to time, and
including all schedules, exhibits and annexes hereto, this Agreement ) is entered into as of August 24, 2021 among PERKINELMER, INC., a Massachusetts corporation (the Company ), PERKINELMER HEALTH SCIENCES,
INC., a Delaware corporation ( Health Sciences ), PERKINELMER LIFE SCIENCES INTERNATIONAL HOLDINGS, a company incorporated and registered under the laws of England and Wales with registered number 04418157 (the UK
Borrower ), PERKINELMER GLOBAL HOLDINGS S. R.L., a private limited liability company (soci t responsabilit limit e) incorporated under the laws of Luxembourg, having its registered
office at 68-70 Boulevard de la P trusse, L-2320 Luxembourg-city, Luxembourg, registered with the Luxembourg Trade and Companies Register (registre de commerce
et des soci t s, Luxembourg) under number B217121 (the Luxembourg Borrower ), PERKINELMER HEALTH SCIENCES B.V., a private company with limited liability incorporated under the laws of the Netherlands (besloten
vennootschap met beperkte aansprakelijkheid) having its official seat (statutaire zetel) in Groningen, and its office at Groningen, Rigaweg 22 (9723TH), registered with the Dutch Trade Register of the Chamber of Commerce under number
02027119 (the Dutch Borrower ), certain other Subsidiaries of the Company from time to time party hereto pursuant to Section 2.14 (each, a Designated Borrower and collectively, the
Designated Borrowers ; the Designated Borrowers, together with the Company, Health Sciences, the UK Borrower, the Luxembourg Borrower and the Dutch Borrower, each a Borrower and collectively, the
Borrowers ), the Lenders, BANK OF AMERICA, N.A., as the Administrative Agent, the Swing Line Lender and an L/C Issuer, and the other L/C Issuers party hereto.
WHEREAS, the Borrowers have requested that the Lenders, the Swing Line Lender and the L/C Issuers make loans and other financial
accommodations to the Company and its Subsidiaries as set forth herein; and
WHEREAS, the Lenders, the Swing Line Lender and the L/C
Issuers have agreed to make such loans and other financial accommodations to the Company and its Subsidiaries, on the terms and subject to the conditions set forth herein.
In consideration of the mutual covenants and agreements herein contained, the parties hereto hereby covenant and agree as follows:
AND ACCOUNTING TERMS
Section 1.01 Defined Terms. As used in this Agreement, the following terms
shall have the meanings set forth below:
Acquisition means the acquisition by the Company or one or more of the
Company s wholly-owned subsidiaries of all of the outstanding equity interests of BioLegend, Inc. pursuant to the Acquisition Agreement.
Acquisition Agreement means that certain Agreement and Plan of Merger (including the exhibits, schedules and all related
documents thereto) dated as of July 25, 2021 among, the Company, Burton Acquisition I, Inc., Burton Acquisition II, Inc., the Target and Gene Lay, solely in his capacity as the stockholder representative, as amended, supplemented or otherwise
modified from time to time.
Additional Commitment Lender has the meaning specified in
Adjustment has the meaning specified in
Administrative Agent means Bank of America (or any of its designated branch
offices or affiliates) in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
Administrative Agent s Office means, with respect to any currency, the Administrative Agent s
address and, as appropriate, account as set forth on Schedule 11.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Company and the
Administrative Questionnaire means an administrative questionnaire in a form supplied by the Administrative
Affected Financial Institution means (a) any EEA Financial Institution or (b) any UK Financial
Affiliate means, with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
Aggregate Commitments means the Commitments of all the Lenders. The Aggregate Commitments in effect on the Closing Date
equal ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1,500,000,000).
Agreement has the meaning specified in the
introductory paragraph hereto.
Agreed Currency means Dollars or any Alternative Currency, as applicable.
Agreement Currency has the meaning specified in Section 11.18.
Alternative Currency means each of Euros, Yen, and Sterling, together with each other currency (other than Dollars) that is
approved in accordance with Section 1.05.
Alternative Currency Daily Rate means, for any
day, with respect to any Credit Extension:
(a) denominated in Sterling, the rate per annum equal to
SONIA determined pursuant to the definition thereof plus the SONIA Adjustment; and
in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a daily rate), the daily rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is
approved by the Administrative Agent and the relevant Lenders pursuant to Section 1.05(a) plus the adjustment (if any) determined by the Administrative Agent and the relevant Lenders pursuant to
Section 1.05(a) in their reasonable discretion;
provided, that, if any Alternative Currency Daily Rate shall be less than
zero, such rate shall be deemed zero for purposes of this Agreement. Any change in an Alternative Currency Daily Rate shall be effective from and including the date of such change without further notice.
Alternative Currency Daily Rate Loan means a Committed Loan that bears interest at a rate based on the definition of
Alternative Currency Daily Rate. All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency.
Alternative Currency Equivalent means, at any time, with respect to any amount denominated in Dollars, the equivalent
amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date)
for the purchase of such Alternative Currency with Dollars.
Alternative Currency Loan means an Alternative Currency
Daily Rate Loan or an Alternative Currency Term Rate Loan, as applicable.
Alternative Currency Term Rate means, for
any Interest Period, with respect to any Credit Extension:
(a) denominated in Euros, the rate per
annum equal to the Euro Interbank Offered Rate ( EURIBOR ), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent
from time to time) on the day that is two TARGET Days preceding the first day of such Interest Period with a term equivalent to such Interest Period;
(b) denominated in Yen, the rate per annum equal to the Tokyo Interbank Offer Rate
( TIBOR ), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the Rate Determination Date
with a term equivalent to such Interest Period; and
(c) denominated in any other Alternative
Currency (to the extent such Loans denominated in such currency will bear interest at a term rate), the term rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the
Administrative Agent and the relevant Lenders pursuant to Section 1.05(a) plus the adjustment (if any) determined by the Administrative Agent and the relevant Lenders pursuant to Section 1.05(a) in
their reasonable discretion;
provided, that, if any Alternative Currency Term Rate shall be less than zero, such rate shall
be deemed zero for purposes of this Agreement.
Alternative Currency Term Rate Loan means a Committed Loan that bears
interest at a rate based on the definition of Alternative Currency Term Rate. All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency.
Last updated: Aug 24, 2021