INOTIV, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Settlement FD Disclosure, Financial Statements and Exhibits (Form 8-K)
Section 1.01 Entering into a Material Definitive Agreement.
limited liability company (“ILS”) providing for the acquisition by Buyer of all outstanding membership interests of ILS (the “Acquisition”). ILS is a preclinical contract research organization offering a suite of toxicology testing solutions, including genetic toxicology, in vivo and in vitro toxicology, histology and pathology, molecular biology and bioinformatics, computational toxicology and data science services, to government and commercial customers. The transactions provided for in the Purchase Agreement were carried out on
The consideration for the interests of ILS members consisted of
The Purchase Agreement contains customary representations, warranties, covenants (including non-competition and non-solicitation covenants), indemnifications and covenants.
The representations and warranties contained in the Purchase Agreement were made solely for the purposes of the Purchase Agreement, were made solely for the benefit of the parties to the Purchase Agreement, and may not have been intended as statements of fact, but rather as a method of allocating risk and governing the contractual rights and relationships between the parties to the purchase contract. The assertions contained in these representations and warranties may be subject to important reservations and limitations agreed to by the parties in negotiating their terms and may be subject to a contractual standard of materiality which may be different from what may be considered important 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 made or otherwise. In addition, information regarding the subject matter of these 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 Schedule 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 finance part of the purchase price of the acquisition, the
DDTL requires annual principal payments equal to 1.0% of the original principal amount. Voluntary DDTL prepayments will be subject to a 2% prepayment fee if made by
Under the credit agreement, the company is required to maintain an initial secured leverage ratio not exceeding 4.25 to 1.00. The maximum permitted guaranteed leverage ratio will be reduced from 3.00 to 1.00 as of 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. Reimbursement of the DDTL is guaranteed by each of the Subsidiary Guarantors.
The Credit Agreement includes certain customary events of default, including, without limitation, failure to pay principal, interest or other amounts due under the Credit Agreement when due, misrepresentation and guarantees, non-compliance with the clauses of the credit agreement (including the financial clauses described above), defaults on certain other debts, seizure of certain money payment orders which remain undischarged or unsuspended for 90 days, certain ERISA Events (as defined in the Credit Agreement), certain Insolvency Events and the occurrence of a Change of Control (as defined in the Credit Agreement).
The DDTL will expire 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 deposited with the
Section 7.01 Disclosure of FD Rules.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits 2.1 Membership Interest Purchase Agreement, dated
January 10, 2022, by and among Inotiv, Inc., Inotiv Morrisville, LLC, Integrated Laboratory Systems Holdings, LLCand Integrated Laboratory Systems, LLC99.1 Press Release, dated January 10, 2022Forward 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 relate to 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 varying degrees, uncertain, such as statements regarding the completion of proposed acquisitions and the anticipated benefits thereof. Such statements involve risks, uncertainties and assumptions. If these risks or uncertainties materialize, or if these assumptions prove incorrect, the results of the Company and its subsidiaries could differ materially from those expressed or implied by these forward-looking statements and assumptions. All statements other than statements of historical facts are statements that could be considered forward-looking statements, including any statements regarding the expected benefits and costs of 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 statement of expectation or belief; and any statements of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions include the possibility that the expected benefits will not materialize as expected; that either or both of the acquisitions may not be completed in a timely manner, if at all; that, prior to the completion of the acquisitions, the businesses of the sellers may not perform as expected due to transaction uncertainty or other factors; that the parties are unable to successfully implement integration strategies; and other risks described in the Company’s most recent Annual Report on Form 10-K and its other filings with the
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