On December 21, 2018 Integra LifeSciences Holdings Corporation, a Delaware corporation (the "Company" or "us") reported that it has entered into a $150 million accounts receivable securitization facility (the "A/R Facility") to reduce outstanding revolving borrowings under the Company’s senior credit facility and to provide additional liquidity and funding for the ongoing business needs of the Company and its subsidiaries (Filing, 8-K, Integra LifeSciences, DEC 21, 2018, View Source [SID1234532306]).
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The documentation for the A/R Facility includes (i) a Receivables Financing Agreement (the "Receivables Financing Agreement") entered into by and among Integra Receivables LLC, a Delaware limited liability company and a newly formed bankruptcy-remote special purpose entity that is an indirect, wholly-owned subsidiary of the Company (the "Borrower"), Integra LifeSciences Sales LLC ("ILS Sales"), as Servicer (the "Servicer"), PNC Bank, National Association, as Administrative Agent, PNC Capital Markets LLC, as Structuring Agent, and certain lenders and group agents that are parties thereto from time to time (the "Lenders"), and (ii) a Purchase and Sale Agreement (the "Purchase and Sale Agreement") by and among ILS Sales, Integra Lifesciences Corporation, and certain other subsidiaries of the Company party thereto from time to time, as Originators (collectively, the "Originators"), the Servicer and the Borrower (collectively, the "Agreements").
Pursuant to the Purchase and Sale Agreement, the Originators have sold or contributed, and will continue to sell and/or contribute on an ongoing basis, certain eligible trade receivables, together with all related security and interests in the proceeds thereof, to the Borrower in exchange for a combination of cash, equity and/or subordinated notes issued by the Borrower to the Originators. Pursuant to the Receivables Financing Agreement, the Borrower may, from time to time, finance such trade receivables with a revolving loan from the Lenders secured by a pledge of such trade receivables, together with all related security and interests in the proceeds thereof.
The Originators and the Borrower provide customary representations and covenants under the Agreements. Receivables in the A/R Facility are subject to customary eligibility criteria, concentration limits and reserves. The Receivables Financing Agreement provides for certain Events of Default, as defined therein, upon the occurrence of which the Administrator may declare the facility Termination Date, as defined therein, to have occurred.
The amount of advances of the Lender outstanding at any one time under the Receivables Financing Agreement is limited to $150 million. As of December 21, 2018, there were $121.2 million of advances outstanding under the A/R Facility. The A/R Facility is for an initial three-year term as may be extended in accordance with the terms of the Receivables Financing Agreement.
ILS Sales serves as the servicer of the trade receivables under the A/R Facility. None of the Company, the Originators or the Borrower guarantees collectability of the trade receivables or the creditworthiness of obligors thereunder. However, the Company has provided a limited guaranty of performance in respect of the obligations of the Originators as originators under the Purchase and Sale Agreement and of the obligations of ILS Sales as servicer under the Receivables Financing Agreement.