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As Of Filer Filing For·On·As Docs:Size 4/01/19 West Pharmaceutical Services Inc 8-K:1,2,9 3/28/19 2:3.3M |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 2: EX-10.1 Material Contract HTML 975K
Document |
WEST PHARMACEUTICAL SERVICES, INC. |
Pennsylvania | 23-1210010 | |||
(State
or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
(Address
of principal executive offices) | (Zip Code) |
Not Applicable |
(Former name or address, if changed since last report) |
¨ | 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)) |
• | A senior unsecured, multi-currency revolving credit facility of $300,000,000, with sublimits of up to $30,000,000 for swing line loans for Domestic Borrowers in U.S. Dollars and a $20,000,000 swing line loan for West’s German Holding Company and up to $30,000,000 for the issuance of standby letters of credit, which credit facility may be increased from time-to-time by the greater of $350,000,000 and EBITDA for the preceding twelve month period in the aggregate through an increase in the revolving credit facility, subject to the satisfaction of certain conditions; |
• | The
Company borrowed under the New Credit Agreement in the amount of €21,000,000 and ¥500,000,000 on March 28, 2019; |
• | A termination date of March 28, 2024; |
• | Borrowings under the credit facility bear interest at either the base rate (the per annum interest rate of the highest of the Prime Rate, the Federal Funds Rate plus 50
basis points or the daily London Interbank Offered Rate (“LIBOR”), plus 1.00%) or at the applicable LIBOR rate, plus a tiered margin based on the ratio of the Company’s Net Consolidated Debt to its modified EBITDA, ranging from 0 to 37.5 basis points for base rate loans and 87.5 to 137.5 basis points for LIBOR rate loans; |
• | Financial covenants providing that the Company shall not permit the ratio of the Company’s Net Consolidated Debt to
its modified EBITDA to be greater than 3.5 to 1; provided that, no more than three times during the term of the New Credit Agreement, upon the occurrence of a Qualified Acquisition for each of the four fiscal quarters of the Company immediately following such Qualified Acquisition, the ratio set forth above shall be increased to 4.0 to 1; |
• | Customary limitations on liens securing indebtedness of the Company and its subsidiaries, fundamental
changes (mergers, consolidations, liquidations and dissolutions), asset sales, distributions and acquisitions; |
• | Customary events of default, the occurrence of which may result in the acceleration of any outstanding loans; |
• | The
Company is obligated to pay customary fees to the agents and lenders under the New Credit Agreement with respect to arranging and maintaining the credit facility; and |
• | Certain of the agents and lenders under the New Credit Agreement and the Terminated Credit Agreement and their affiliates perform various financial advisory, investment banking and commercial banking services from time-to-time for the Company and its affiliates for which they have received customary fees and compensation for these transactions and may in the future receive customary fees and compensation. |
(d) | Exhibit No. | Description |
10.1 | Credit
Agreement, dated as of March 28, 2019, between West, certain of its subsidiaries, the lenders party thereto from time to time, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an Issuing Lender; Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, MUFG Bank, Ltd., and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, and Wells Fargo Bank, National Association, MUFG Bank, Ltd., and JPMorgan Chase Bank, N.A., as Co-Syndication Agents. |
WEST PHARMACEUTICAL SERVICES, INC. | |
Senior Vice President, Chief Financial Officer & | |
Treasurer | |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
3/28/24 | ||||
Filed on: | 4/1/19 | |||
For Period End: | 3/28/19 | |||
10/19/15 | 8-K | |||
10/15/15 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 West Pharmaceutical Services Inc. 10-K 12/31/23 127:35M 10/26/23 West Pharmaceutical Services Inc. 10-Q 9/30/23 86:9.4M 2/21/23 West Pharmaceutical Services Inc. 10-K 12/31/22 122:16M 10/27/22 West Pharmaceutical Services Inc. 10-Q 9/30/22 82:9.8M 7/28/22 West Pharmaceutical Services Inc. 10-Q 6/30/22 83:9.6M 4/28/22 West Pharmaceutical Services Inc. 10-Q 3/31/22 84:7.8M 2/23/21 West Pharmaceutical Services Inc. 10-K 12/31/20 129:17M |