Item 1.01. Entry into a Material Definitive Agreement.
On April 25, 2023 Indco, Inc. ("Indco"), a Tennessee corporation and subsidiary
of Janel Corporation (the "Company"), and certain other Subsidiaries of the
Company that are part of the Life Science and Manufacturing segments (together
with Indco, the "Borrowers" and each, a "Borrower"), entered into a Credit
Agreement (the "Credit Agreement") with First Merchants Bank ("First
Merchants"). The Credit Agreement constitutes an amendment and restatement of
that certain Credit Agreement dated February 29, 2016 between Indco and First
Merchants (as amended, the "Prior Credit Agreement"). The credit facilities
provided under the Credit Agreement (the "First Merchants Credit Facilities")
will consist of a $3.0 million Revolving Loan (limited to the borrowing base and
reserves), a $5.0 million Acquisition Loan, a $6.905 million Term A Loan and a
$620,000 Term B Loan as a continuation of the Mortgage Loan under the Prior
Credit Agreement. Interest will accrue on the outstanding Revolving Loan, Term
A Loan and Acquisition Loan at an annual rate equal to one-month adjusted term
SOFR plus either (i) 2.75% (if the Borrowers' total funded debt to EBITDA ratio
is less or equal to 1.75:1.00) or (ii) 3.50% (if the Borrowers' total funded
debt to EBITDA ratio is greater than to 1.75:1.00). Interest will accrue on the
Term B Loan at an annual rate of 4.19%. The Borrowers' obligations under the
First Merchants Credit Facilities are secured by all of the Borrowers' real
property and other assets, and are guaranteed by the Company, and the Company's
guarantee of the Borrowers' obligations is secured by a pledge of the Company's
equity interests in certain of the Borrowers. The Revolving Loan portion of the
First Merchants Credit Facilities will expire on August 1, 2027, the Term A Loan
portion of the First Merchants Credit Facilities will mature on April 25, 2033,
the Term B Loan portion of the First Merchants Credit Facilities will mature on
July 1, 2025 and the Acquisition Loan will permit multiple draws until October
25, 2024, at which point the outstanding principal amount will amortize, with
all remaining amounts due at maturity of the Acquisition Loan on April 25, 2029;
each of the foregoing maturities, subject to earlier termination as provided in
the Credit Agreement and unless renewed or extended.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of the Registrant.
The information required by this Item 2.03 with respect to the Credit Agreement
is set forth under Item 1.01 of this Current Report on Form 8-K and is
incorporated herein by reference.
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