Item 5. Other Information
Item 5. Other Information
(a) Credit Agreement
On October 31, 2025 (the "Closing Date"), ICU Medical, Inc. (the "Company"), as Borrower, entered into an Amendment No. 2 to the Credit Agreement (the "Amended Credit Agreement") by and among ICU Medical, Inc., as Borrower, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and certain other financial institutions, to amend the Credit Agreement dated as of January 6, 2022 (as amended by Amendment No. 1, dated as of October 5, 2022) (the "Existing Credit Agreement"). Terms not defined shall have the meanings ascribed to them in the Amended Credit Agreement. The Amended Credit Agreement includes new credit facilities (the "New Credit Facilities") in an aggregate principal amount of $1.3 billion, and such New Credit Facilities consist of:
(a) New Revolving Credit Facility (the "New Revolving Credit Facility") in the aggregate principal amount of $500.0 million.
(b) New Term Loan A Facility (the "New Term Loan A Facility") in an aggregate principal amount of $750.0 million.
On the Closing Date, we drew down $750.0 million of the New Term Loan A Facility and did not draw down any amounts under the New Revolving Credit Facility. The proceeds from and commitments under the New Credit Facilities,
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plus cash on hand of the Borrower, were used to (a) repay the outstanding principal amount of the Term Loan A and refinance the existing Revolving Credit Facility under the Existing Credit Agreement, (b) repay a portion of the outstanding balance of the Term Loan B (the "Tranche B Term Loan Repayment") under the Existing Credit Agreement, and (c) to finance the payment of fees and expenses incurred in connection with the Refinancing.
The final maturities of the New Credit Facilities will occur on the fifth anniversary of the Closing Date, subject to a springing maturity provision under which the New Credit Facilities will mature 91 days after the scheduled maturity of the New Credit Facilities at that time.
The interest rates and fees under the New Credit Facilities are the same as the existing credit facility under the Existing Credit Agreement, except no credit spread adjustment is applicable to the New Credit Facilities. The applicable Interest Margins and the Commitment Fee with respect to the New Revolving Credit Facility and the New Term Loan A Facility is based on the following pricing grid:
Leverage Ratio Applicable Margin for Eurocurrency Rate Loans and RFR Loans Applicable Margin for Base Rate Loans Commitment Fee Rate
Greater than 4.00 to 1.0 2.25% 1.25% 0.35%
Less than or equal to 4.00 to 1.0 but greater than 3.00 to 1.0 2.00% 1.00% 0.30%
Less than or equal to 3.00 to 1.0 but greater than 2.50 to 1.0 1.75% 0.75% 0.25%
Less than or equal to 2.50 to 1.0 but greater than 2.00 to 1.0 1.50% 0.50% 0.20%
Less than or equal to 2.00 to 1.0 but greater than 1.75 to 1.0 1.25% 0.25% 0.15%
Less than or equal to 1.75 to 1.0 1.00% —% 0.10%
The Amended Credit Agreement contains affirmative and negative covenants, including certain financial covenants. The negative covenants include restrictions regarding the incurrence of liens and indebtedness, certain merger and acquisition transactions, asset sales and other dispositions, other investments, dividends, share purchases and payments affecting subsidiaries, changes in nature of business, fiscal year or organizational documents, prepayments and redemptions of subordinated and other junior debt, transactions with affiliates, and other matters.
The New Credit Facilities are subject to certain financial covenants, which include (i) a new Maximum Secured Net Leverage Ratio of 4.50 to 1.00, tested at the end of each quarter, with a step-down to 4.00 to 1.00 starting with the quarter ending June 30, 2027; provided that in the event the Borrower or its restricted subsidiaries consummate a material acquisition, the Borrower may elect (on no more than one occasion) to cause the Secured Net Leverage Ratio financial covenant level set forth above to be increased by 0.50x for each of the four fiscal quarters ending immediately after the consummation of such material acquisition, and (ii) a Minimum Interest Coverage Ratio of 3.00 to 1.00, which remains unchanged from the Existing Credit Agreement.
The above summary of the Amended Credit Agreement is not complete. The complete text of the Amended Credit Agreement is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
All outstanding borrowings under the Existing Credit Agreement related to the Tranche A Term Loans were paid in full, and a portion of the outstanding borrowings under the Existing Credit Agreement related to the Tranche B Term Loans were paid from proceeds of the New Credit Facilities. The financings under the Term Loan A and Term Loan B of the Existing Credit Agreement were scheduled to mature on January 6, 2027 and January 6, 2029, respectively. There were no penalties paid as a result of the early termination.
(b) None.
(c) During the three months ended September 30, 2025, none of the Company's directors or "officers" (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" intended to
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satisfy the affirmative defense of Rule 10b5-1(c) or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
Exhibit Number Exhibit Description
Filed/
Furnished
Herewith
2.1
Share Sale and Purchase Agreement, dated September 8, 2021, by and between Smiths Group International Holdings Limited, a private limited company incorporated in England and Wales, and ICU Medical, Inc., a Delaware corporation. Filed as an Exhibit to Registrant's Current Report on Form 8-K filed on September 8, 2021 (File No. 001-34634).
2.2
Put Option Deed from ICU Medical, Inc., a Delaware corporation to Smiths Group International Holdings Limited, a private limited company incorporated in England and Wales. Filed as an Exhibit to Registrant's Current Report on Form 8-K filed on September 8, 2021 (File No. 001-34634).
2.3†
Purchase Agreement, dated November 12, 2024, by and between ICU Medical, Inc., a Delaware corporation, ICU Medical Sales, Inc., a Delaware corporation and Otsuka Pharmaceutical Factory America, Inc., a Delaware corporation. Filed as an Exhibit to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, filed on November 12, 2024 (File No. 001-34634).
3.1
Registrant's Certificate of Incorporation, as amended and restated. Filed as an Exhibit to Registrant's Current Report on Form 8-K filed on June 10, 2014 (File No. 001-34634).
3.2
Registrant's Bylaws, as amended and restated. Filed as an Exhibit to Registrant's Current Report on Form 8-K filed on November 3, 2023 (File No. 001-34634).
10.1†
Amendment No. 2, dated as of October 31, 2025, to the Credit Agreement, dated as of January 6, 2022, as amended by Amendment No. 1, dated as of October 31, 2025, among ICU Medical, Inc., as Borrower, the other Loan Parties party thereto, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent *
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
101.INS XBRL Instance Document - this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. *
101.SCH XBRL Taxonomy Extension Schema Document *
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB XBRL Taxonomy Extension Label Linkbase Document *
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document *
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *
* Filed herewith.
** Furnished herewith.
† Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request.
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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 thereunto duly authorized.
ICU Medical, Inc.
(Registrant)
/s/ Brian M. Bonnell Date: November 6, 2025
Brian M. Bonnell
Chief Financial Officer
(Principal Financial Officer and Authorized Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.