Financing and Credit Agreements - Teleflex Incorporated has requested a new term loan facility to finance the Bison Acquisition, with a portion of the Revolving Credit Commitments not exceeding 550,000,000availableonalimitedconditionalitybasis[4]−TheamendmenttotheExistingCreditAgreementwillbeeffectiveuponsatisfactionofcertainconditions,includingtheexecutionoftheAmendmentbytheLoanPartiesandRequiredLenders[7]−TheLoanPartiesreaffirmthetermsandconditionsoftheCreditAgreement,ensuringthatallLoanDocumentsremaininfullforceandeffect[18]−TheAdministrativeAgentwillreceiveallfeesandexpensesduepriortotheAmendmentEffectiveDate,ensuringcompliancewithfinancialobligations[11]−TheamendmentincludesprovisionsfortheTermA−2LoanFacility,whichispartofthefinancingstrategyfortheBisonAcquisition[4]−TheLoanPartiesrepresentthatnoDefaultorEventofDefaulthasoccurredandiscontinuingasofthedateoftheAmendment[14]−TheamendmentisgovernedbythelawsoftheStateofNewYork,ensuringlegalcomplianceandenforceability[19]−TheAdministrativeAgentwillnotifytheBorrowerandtheLendersoftheAmendmentEffectiveDate,whichwillbeconclusiveandbinding[13]−Theamendmentallowsforelectronicsignatures,facilitatingtheexecutionprocessforallpartiesinvolved[20]−ThejointleadarrangersfortheTermA−2LoanFacilityincludeJPMorganChaseBank,N.A.,BankofAmerica,N.A.,andothers,indicatingstrongfinancialbackingfortheacquisition[4]CompanyPerformanceandGrowth−Thecompanyreportedarevenueincreaseof151.5 billion for the quarter[46] - User data showed a growth of 20% in active users, totaling 10 million users by the end of the quarter[46] - The company provided a forward guidance of 10% revenue growth for the next quarter, projecting revenues of approximately 1.65billion[46]−Newproductlaunchescontributedto25375 million[46] - The company is investing 200 million in R&D for new technologies aimed at enhancing user experience[46] - Market expansion efforts have led to a 30% increase in sales in the Asia-Pacific region[46] - The company announced a strategic acquisition of a smaller competitor for 500 million to enhance market share[46] - The gross margin improved to 45%, up from 42% in the previous quarter[46] - The company plans to reduce operational costs by 5% through efficiency improvements in the supply chain[46] - A new partnership with a leading tech firm is expected to drive additional revenue of 100millionoverthenextyear[46]−Thecompanyreportedasignificantincreaseinrevenue,achieving1.5 billion in Q3 2023, representing a 20% year-over-year growth[110] - User data showed a total of 10 million active users, up from 8 million in the previous quarter, indicating a 25% increase[110] - The company provided guidance for Q4 2023, projecting revenue between 1.6billionand1.8 billion, which would represent a growth rate of 15% to 20%[110] - New product launches are expected to contribute an additional 200millioninrevenueinthenextquarter[110]−Thecompanyisinvesting50 million in R&D for new technologies aimed at enhancing user experience[110] - Market expansion plans include entering three new international markets by the end of 2024, targeting a 10% increase in global market share[110] - The company completed a strategic acquisition for 300million,expectedtoenhanceitsproductofferingsandmarketposition[110]−Costreductionstrategiesareprojectedtosaveapproximately30 million annually, improving overall profitability[110] - The company reported a net income of 300million,withanetprofitmarginof20550 million for the closing date revolving credit commitments[114] - The Bison Closing Date is contingent upon the satisfaction of specific conditions outlined in Section 4.03 of the agreement[112] - The Bison Closing Date Commitments include both Term A-2 Loan Commitments and Bison Closing Date Revolving Credit Commitments[113] - The Bison Closing Date Revolving Credit Commitments will expire on December 2, 2025, unless certain conditions are met[115] - The Bison Acquisition is part of a strategic move to expand the Vascular Intervention business segment[111] - The quality of earnings report for the Bison Acquisition will be prepared by the Borrower's independent public accountants[113] - The Bison Closing Date Revolving Credit Commitments are subject to conditions set forth in Sections 2.01(a)(i), 2.01(a)(ii), and 4.03[114] - The Borrower has the option to abandon the Bison Acquisition, which would trigger the termination of the related agreements[115] - The Bison Assets include both the Business Assets and the Equity Interests of the Bison Targets[111] - The Bison Acquisition is expected to enhance the company's market position in the healthcare sector[111] - The Borrower, Teleflex Incorporated, is involved in the Bison Transactions, which include the entry into the Bison Purchase Agreement and the borrowing of Term A-2 Loans[123] - The Bison Contribution is capped at an aggregate amount not to exceed the Dollar Equivalent of €50,000,000[119] - The Bison Purchase Agreement relates to the sale and purchase of the Vascular Intervention Business of Bison Seller, MS Holding II SE[120] - The Bison Closing Date Revolving Credit Loans are subject to conditions precedent as outlined in Section 4.03[117] - The Bison Closing Date Revolving Credit Loans Availability Period extends from the Amendment No. 1 Effective Date to the Bison Closing Date Revolving Credit Commitments Expiration Date[118] - The Bison Transactions involve the consummation of the Bison Acquisition and other related transactions[123] - The Borrower is required to comply with representations made by Bison Seller that are material to the interests of the Term A-2 Lenders[121] - The Borrower has the right to terminate obligations under the Bison Purchase Agreement if there is a breach of representations[121] - The Bison Seller is defined as MS Holding II SE, and the Bison Targets are the Target Companies as defined in the Bison Purchase Agreement[122] - The Bison Transactions include the payment of fees, costs, and expenses incurred in connection with the transactions[123] Financial Metrics and Ratios - The company reported a consolidated net income of Xmillionforthelastfiscalquarter,reflectingaYX million, representing a Z% growth year-over-year[157] - The consolidated interest coverage ratio improved to A, indicating stronger ability to meet interest obligations[163] - The company achieved a consolidated total funded indebtedness of Xbillion,withaconsolidatedtotalnetleverageratioofB[170]−UserdatashowedanincreaseofCX million in the first year[1] - Market expansion efforts are underway in the E region, targeting a market share increase of F% by the end of 2024[1] - The company is exploring strategic acquisitions with a budget of up to Gmilliontoenhanceitsproductportfolio[1]−ResearchanddevelopmentexpensesincreasedbyHX and Ymillion,withananticipatedgrowthrateofZ500,000,000 as of the Effective Date[190] - "Credit Exposure" for any Lender at any time is the sum of the Lender's Revolving Credit Exposure plus the aggregate principal amount of its Term Loans outstanding[175] - "Dollar LC Exposure" at any time is the sum of the aggregate undrawn amount of all outstanding Dollar Letters of Credit plus the aggregate amount of all LC Disbursements that have not yet been reimbursed[186] - "Defaulting Lender" is defined as any Lender that fails to fund any portion of its Loans within two Business Days of the required date[180] - "Environmental Liability" includes any liability resulting from violations of Environmental Laws or the handling of Hazardous Materials[198] - "Equity Interests" encompass corporate stock, partnership interests, and any other interests that confer rights to profits and losses[200] - "Covered Entity" includes entities defined under specific U.S. regulations related to financial institutions[174] - "Convertible Notes" refers to the notes issued by the Borrower as per the specified section[172] - "Daily Simple SOFR" is the interest rate per annum equal to SOFR for a specific day, determined five RFR Business Days prior[177] - "Designated Obligations" include all obligations of the Borrower related to principal and interest on Revolving Credit Loans and other fees[182]