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SELECTED TRANSACTION DETAILS
Bank of America Agents $500MM Credit Facility to Vertex Pharmaceuticals
Wednesday, October 19, 2016

Lenders/Participants Bank of America [Administrative Agent]
Structure Revolver
Amount $500.000 Million
Borrower(s) Vertex Pharmaceuticals
Description The Credit Agreement provides for a $500 million revolving facility, $300 million of which was drawn at closing (collectively, the “Loans”). The Credit Agreement also provides that, subject to satisfaction of certain conditions, the company may request that the borrowing capacity under the Credit Agreement be increased by an additional $300 million. The Credit Agreement matures on October 13, 2021. The proceeds of the initial borrowing under the Credit Agreement were used primarily to refinance the company's existing indebtedness under the Macquarie Agreement (as defined below). The Loans will bear interest, at the company's option, at either a base rate or a Eurodollar rate, in each case plus an applicable margin. Under the Credit Agreement, the applicable margin on base rate loans ranges from 0.75% to 1.50% and the applicable margin on Eurodollar loans ranges from 1.75% to 2.50%, in each case, based on the company's consolidated leverage ratio (the ratio of our total consolidated funded indebtedness to our consolidated EBITDA for the most recently completed four fiscal quarter period). Loans under the Credit Agreement may be prepaid at par and commitments under the Credit Agreement may be reduced at any time, in whole or in part, without premium or penalty (except for LIBOR breakage costs). The Loans will be guaranteed by certain of our existing and future domestic subsidiaries and secured by substantially all of the company's assets and the assets of certain of the company's domestic subsidiaries (excluding intellectual property, owned and leased real property and certain other excluded property), including the equity interests owned by us and by certain of our domestic subsidiaries, subject to certain exceptions. The Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including financial covenants to maintain (x) subject to certain limited exceptions, a consolidated leverage ratio of 3.00 to 1.00 and (y) consolidated EBITDA of at least $200 million, in each case to be measured on a quarterly basis. The Credit Agreement also contains customary events of default. In the case of a continuing event of default, the administrative agent would be entitled to exercise various remedies, including the acceleration of amounts due under outstanding loans.
Industry Pharmaceuticals
Related Tags Bank of America




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