Mesa Labs Enters Material Definitive Agreement

TL;DR

Mesa Labs just signed a big deal, details TBD.

AI Summary

Mesa Laboratories, Inc. announced on April 5, 2024, that it has entered into a Material Definitive Agreement. The filing does not provide specific details on the agreement, dollar amounts, or parties involved, but it indicates a significant event for the company.

Why It Matters

This filing signals a significant corporate action by Mesa Laboratories, which could impact its business operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and implications of the agreement.

Key Players & Entities

• MESA LABORATORIES, INC. (company) — Registrant
• Colorado (location) — State of incorporation
• April 5, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $75.0 — due 2025 (the "2025 Notes"). 2) Add a $75.0 senior secured term loan facility (the
• $125.0 — e "Revolver"), allowing access to up to $125.0 of borrowings. Both the Term Loan and t
• $75.0 million — atio. As of the date of this Form 8-K, $75.0 million is outstanding under the Term Loan, and
• $50.5 million — is outstanding under the Term Loan, and $50.5 million is outstanding under the Revolver. The
• $71.25 million — te cash purchase price of approximately $71.25 million excluding accrued and unpaid interest.
• $97.5 million — ly following the closing, approximately $97.5 million aggregate principal amount of the 2025

Filing Documents

• mlab20240405_8k.htm (8-K) — 34KB
• ex_650625.htm (EX-10.1) — 1006KB
• ex_650626.htm (EX-99.1) — 9KB
• ex_650625img001.jpg (GRAPHIC) — 3KB
• 0001437749-24-011307.txt ( ) — 1404KB
• noticker-20240405.xsd (EX-101.SCH) — 3KB
• noticker-20240405_def.xml (EX-101.DEF) — 11KB
• noticker-20240405_lab.xml (EX-101.LAB) — 15KB
• noticker-20240405_pre.xml (EX-101.PRE) — 11KB
• mlab20240405_8k_htm.xml (XML) — 3KB

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT . On April 5, 2024, Mesa Laboratories, Inc. (the "Company" "we" "us" or "our") amended and restated its senior secured credit agreement (the "Credit Agreement") with a syndicate of banks led by JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement has been modified to (among other changes): 1) Allow proceeds from the Credit Facility to be used to redeem some or all of the Company's 1.375% Convertible Notes due 2025 (the "2025 Notes"). 2) Add a $75.0 senior secured term loan facility (the "Term Loan"), which is subject to principal amortization payments as set forth in the Credit Agreement. 3) Extend the maturity of the Credit Facility to April 2029. 4) Make certain changes to the financial covenants. The Company maintains its access to the senior secured revolving credit facility (the "Revolver"), allowing access to up to $125.0 of borrowings. Both the Term Loan and the Revolver bear interest at a rate of SOFR plus an applicable margin ranging from 1.5% to 3.5%, depending on the Company's total net leverage ratio. As of the date of this Form 8-K, $75.0 million is outstanding under the Term Loan, and $50.5 million is outstanding under the Revolver. The proceeds of the Credit Agreement loans may be used to refinance certain existing indebtedness of the Company and to finance working capital needs and general corporate purposes of the Company in the ordinary course of business, including permitted acquisitions. The foregoing description of the terms of the amended and restated Credit Agreement is qualified by reference to the text of the agreement, a copy of which is attached as Exhibit 10.1 hereto. The lenders party to the Credit Agreement or their affiliates have provided from time to time, and may provide in the future, investment and commercial banking and financial advisory services to the Company and its affiliates in the ordinary course of business, for which they have receiv

01 REGULATION FD DISCLOSURE

ITEM 7.01 REGULATION FD DISCLOSURE. On April 8, 2024, the Company issued a press release announcing the entry into the Credit Agreement and the repurchases of the 2025 Notes described in Item 8.01 below. A copy of the press release is attached as Exhibit 99.1 hereto. The press release is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 OTHER EVENTS

ITEM 8.01 OTHER EVENTS. Immediately following the completion of the amendment and restatement of the Credit Agreement, on April 5, 2024, Mesa entered into separate, privately negotiated purchase agreements (the "Purchase Agreements") with a limited number of holders of its outstanding 2025 Notes. Pursuant to the Purchase Agreements, the Company will purchase $75.0 million in aggregate principal amount of the 2025 Notes for an aggregate cash purchase price of approximately $71.25 million excluding accrued and unpaid interest. The 2025 Notes repurchases are expected to close on or about April 11, 2024, subject to customary closing conditions. Immediately following the closing, approximately $97.5 million aggregate principal amount of the 2025 Notes will remain outstanding.

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description 10.1 Amended and Restated Credit Agreement, dated as of April 5, 2024, by and among the Company, the guarantors and lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the joint lead arrangers and joint bookrunners party thereto. 99.1 Press Release dated April 8, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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 hereunto duly authorized. DATE: April 8, 2024 Mesa Laboratories, Inc. (Registrant) BY: /s/ Gary M. Owens Gary M. Owens President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR