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 15, 2019
BROOKS AUTOMATION, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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0-25434 |
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04-3040660 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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15 Elizabeth Drive, Chelmsford, MA |
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01824 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant's telephone number, including area code: (978) 262-2400
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N/A |
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 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 15, 2019, Brooks Automation, Inc. (the “Company”), and its subsidiaries, BioStorage Technologies, Inc., Genewiz, Inc. and Genewiz, LLC, entered into that certain Amendment No. 2 (the “Amendment”) to that certain Credit Agreement, dated as of October 4, 2017 (as amended, the “Credit Agreement”), among the Company, the several lenders party thereto from time to time (the “Lenders”), and Morgan Stanley Senior Funding, Inc., as administrative agent for the Lenders, in connection with the loan syndication of the previously announced $350,000,000 incremental term loan obtained by the Company under the Credit Agreement on November 15, 2018.
Under the Amendment, on and after February 15, 2019, the Applicable Margin (as defined in the Credit Agreement) relating to the interest rate applicable to any 2018 Incremental Term B Loan under the Credit Agreement constituting a Eurodollar Loan under the Credit Agreement was changed to 3.00% per annum, and the Applicable Margin relating to the interest rate applicable to any 2018 Incremental Term B Loan under the Credit Agreement constituting an ABR Loan under the Credit Agreement was changed to 2.00% per annum.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full terms and conditions of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. All capitalized terms not defined herein shall have the meanings given to such terms in the Amendment or in the Credit Agreement, as applicable.
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 under Item 1.01 is hereby incorporated by reference into this Item 2.03 as if fully set forth herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed herewith:
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EXHIBIT NUMBER |
DESCRIPTION |
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10.1 |
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SIGNATURE
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.
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/s/ |
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BROOKS AUTOMATION, INC. |
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Date: February 22, 2019 |
/s/ Jason W. Joseph |
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Jason W. Joseph |
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Senior Vice President, General Counsel and Secretary |
Exhibit 10.1
AMENDMENT NO. 2
AMENDMENT NO. 2, dated as of February 15, 2019 (this “ Amendment ”), to the Existing Credit Agreement referred to below, among Brooks Automation, Inc., a Delaware corporation (together with its successors and assigns, the “ Borrower ”), the other Loan Parties (as defined in the Credit Agreement (as defined below)) parties hereto, the Administrative Agent (as defined below) and Morgan Stanley Senior Funding, Inc., as the 2018 Incremental Term B Lender .
RECITALS:
1. The Borrower has entered into that certain Credit Agreement, dated as of October 4, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, prior to the date hereof, the “ Existing Credit Agreement ”, and as amended hereby, the “ Credit Agreement ”) , among the Borrower, the several lenders party thereto from time to time and Morgan Stanley Senior Funding, Inc., as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”).
2. The Borrower has requested that the Required Lenders and the Administrative Agent agree to amend the Existing Credit Agreement as set forth herein.
3. The 2018 Incremental Term B Lender constitutes the Required Lenders under the Existing Credit Agreement and is willing, on and subject to the terms and conditions hereof, to agree to the amendment of the Existing Credit Agreement as set forth herein.
4. In consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Defined Terms . Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Section 2. Amendment of the Existing Credit Agreement.
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(a) It is understood and agreed that this Amendment and the Credit Agreement are each a “Loan Document”, as defined in the Existing Credit Agreement. |
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(b) Section 1.01 of the Credit Agreement is hereby amended by inserting in appropriate alphabetical order the following new definition: |
“ Amendment No. 2 Effective Date ” shall mean February 15, 2019.
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(c) Clause (ii) of the definition of “Applicable Margin” of the Credit Agreement is hereby amended and restated in its entirety with the following: |
(ii) with respect to any 2018 Incremental Term B Loan, 3.00% per annum in the case of any Eurodollar Loan and 2.00% per annum in the case of any ABR Loan and
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(d) Section 2.08(g) of the Credit Agreement is hereby amended by replacing the phrase “2018 Incremental Amendment Effective Date” found therein with “Amendment No. 2 Effective Date.” |
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(e) Section 2.17(b)(ix) of the Credit Agreement is hereby amended by replacing the phrase “2018 Incremental Amendment Effective Date” found therein with “Amendment No. 2 Effective Date.” |
Section 3. Conditions to Effectiveness of Amendment. The effectiveness of this Amendment is subject to the satisfaction or waiver of the following conditions (the date of such satisfaction or waiver of such conditions being referred to herein as the “Amendment No. 2 Effective Date”):
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(a) The Administrative Agent shall have received this Amendment executed and delivered by a duly authorized officer of the Borrower, each other Loan Party and the 2018 Incremental Term B Lender (which constitutes the Required Lenders under the Existing Credit Agreement) . |
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(b) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) business days prior to the Amendment No. 2 Effective Date (except as otherwise reasonably agreed by the Borrower)), required to be paid on the Amendment No. 2 Effective Date, shall have been paid. |
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(c) A certificate of a Responsible Officer certifying that each of the following conditions has been satisfied: (A) the representations and warranties of each Loan Party set forth in the Credit Agreement and any other Loan Document shall be true and correct in all material respects (or in all respects to the extent that any representation and warranty is qualified by materiality or Material Adverse Effect) on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) at the time of and immediately after giving effect to the Amendment No. 2 Effective Date, no Default shall have occurred and be continuing. |
Section 4. Effects on Loan Documents; Acknowledgement.
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(a) Except as expressly set forth herein, this Amendment shall not (i) by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent or the Loan Parties under the Existing Credit Agreement or any other Loan Document or (ii) alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or any other Loan Document. Except as expressly set forth herein, each and every term, condition, obligation, covenant and agreement contained in the Existing Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect and nothing herein can or may be construed as a novation thereof. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity, enforceability and perfection of the Liens granted by it pursuant to the Security Agreement on the Amendment No. 2 Effective Date. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment No. 2 Effective Date, all references to the “Credit Agreement” in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement, as amended hereby. |
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(b) Without limiting the foregoing, each of the Loan Parties party to the Guarantee and Security Agreement hereby (i) acknowledges and agrees that all of its obligations under the Guarantee and Security Agreement are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by each Loan Party to the Collateral Agent for the benefit of the Secured Parties (including the 2018 Incremental Term B Lender) and reaffirms the guaranties made pursuant to the Guarantee and Security Agreement, (iii) acknowledges and agrees that the grants of security interests by and the guaranties of the Loan Parties contained in the Guarantee and Security Agreement are, and shall remain, in full force and effect after giving effect to this Amendment, (iv) agrees that the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or |
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otherwise) of principal and interest on, the 2018 Incremental Term B Loans, and (v) agrees that all Secured Obligations are Guaranteed Obligations (as defined in the Guarantee and Security Agreement). |
Section 5. Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
Section 6. Governing Law . This amendment, the other Loan Documents and any claims, controversy, dispute or causes of actions arising therefrom (whether in contract or tort or otherwise) shall be construed in accordance with and governed by the law of the State of New York.
Section 7. Headings . The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
[ Remainder of page intentionally left blank .]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized signatories as of the date and year first above written.
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BROOKS AUTOMATION, INC. |
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By: |
/s/ Lindon G. Robertson |
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Name: |
Lindon G. Robertson |
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Title: |
Executive Vice President and Chief Financial Officer |
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BIOSTORAGE TECHNOLOGIES, INC. |
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By: |
/s/ Lindon G. Robertson |
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Name: |
Lindon G. Robertson |
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Title: |
President |
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GENEWIZ, INC. |
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By: |
/s/ Lindon G. Robertson |
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Name: |
Lindon G. Robertson |
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Title |
President |
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GENEWIZ, LLC |
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By: |
/s/ Lindon G. Robertson |
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Name: |
Lindon G. Robertson |
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Title: |
President |
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MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent |
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By: |
/s/ Jonathon Rauen |
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Name: |
Jonathon Rauen |
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Title: |
Authorized Signatory |
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MORGAN STANLEY SENIOR FUNDING, INC., as 2018 Incremental B Lender |
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By: |
/s/ Jonathon Rauen |
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Name: |
Jonathon Rauen |
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Title: |
Authorized Signatory |
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT