INOTIV, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
Consideration for the ILS membership interests consisted of
The Purchase Agreement contains customary representations, warranties, covenants (including non-competition and non-solicitation covenants), indemnifications, and agreements.
The representations and warranties contained in the Purchase Agreement were made solely for purposes of the Purchase Agreement, were made solely for the benefit of the parties to the Purchase Agreement, and may not have been intended to be statements of fact but, rather, to be a method of allocating risk and governing the contractual rights and relationships among the parties to the Purchase Agreement. The assertions embodied in those representations and warranties may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their terms and may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors. For the foregoing reasons, the representations and warranties contained in the Purchase Agreement should not be relied upon as factual information at the time they were made or otherwise. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
The foregoing descriptions of the Purchase Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
To fund a portion of the purchase price for the Acquisition, on
The DDTL requires annual principal payments in an amount equal to 1.0% of the
original principal amount. Voluntary prepayments of the DDTL will be subject to
a 2% prepayment premium if made on or prior to
Under the Credit Agreement, the Company is required to maintain an initial
Secured Leverage Ratio of not more than 4.25 to 1.00. The maximum permitted
Secured Leverage Ratio shall reduce to 3.00 to 1.00 beginning with the Company's
fiscal quarter ending
The DDTL is secured by all assets (other than certain excluded assets) of the Company and each of the Subsidiary Guarantors. Repayment of the DDTL is guaranteed by each of the Subsidiary Guarantors.
The Credit Agreement includes certain customary events of default, including, among other things, failure to pay principal, interest or other amounts owed under the Credit Agreement when due, inaccuracy of representations and warranties, failure to comply with the covenants in the Credit Agreement (including the financial covenants described above), defaults under certain other indebtedness, the entry of certain orders for the payment of money that remain undischarged or unstayed for 90 days, certain ERISA Events (as defined in the Credit Agreement), certain insolvency events and the occurrence of a Change in Control (as defined in the Credit Agreement).
The DDTL will mature on
The foregoing description of the DDTL and the Credit Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Credit Agreement filed as Exhibit 10.2 to the Company's Current Report on
Form 8-K filed with the
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 2.1 Membership Interest Purchase Agreement, datedJanuary 10, 2022 , by and amongInotiv, Inc. ,Inotiv Morrisville, LLC ,Integrated Laboratory Systems Holdings, LLC andIntegrated Laboratory Systems, LLC 99.1 Press Release, datedJanuary 10, 2022 Forward Looking Statements
This document contains "forward-looking statements" within the meaning of the
federal securities laws, including Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act. In this context, forward-looking
statements may address expected future business and financial performance and
financial condition, and often contain words such as "expect," "anticipate,"
"intend," "plan," "believe," "seek," "see," "will," "would," "target," similar
expressions, and variations or negatives of these words. Forward-looking
statements by their nature address matters that are, to different degrees,
uncertain, such as statements about the consummation of the proposed
Acquisitions and the anticipated benefits thereof. Such statements involve
risks, uncertainties and assumptions. If such risks or uncertainties materialize
or such assumptions prove incorrect, the results of the Company and its
subsidiaries could differ materially from those expressed or implied by such
forward-looking statements and assumptions. All statements other than statements
of historical fact are statements that could be deemed forward-looking
statements, including any statements regarding the expected benefits and costs
of the Acquisitions contemplated by the Merger Agreement, the Purchase Agreement
or otherwise; the expected timing of the completion of the Acquisitions; the
ability of the parties to complete the Acquisitions; any statements of
expectation or belief; and any statements of assumptions underlying any of the
foregoing. Risks, uncertainties and assumptions include the possibility that
expected benefits may not materialize as expected; that either or both of the
Acquisitions may not be timely completed, if at all; that, prior to the
completion of the Acquisitions, the sellers' businesses may not perform as
expected due to transaction-related uncertainty or other factors; that the
parties are unable to successfully implement integration strategies; and other
risks that are described in the Company's latest Annual Report on Form 10-K and
its other filings with the
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