Inotiv Secures $100M Credit Facility

TL;DR

Inotiv just inked a $100M loan deal with MidCap Financial Trust.

AI Summary

On September 13, 2024, Inotiv, Inc. entered into a Material Definitive Agreement, specifically a Credit Agreement with MidCap Financial Trust, which provides a $100 million senior secured term loan facility. This agreement creates a direct financial obligation for Inotiv, Inc. and is part of their ongoing financial strategy.

Why It Matters

This $100 million credit facility provides Inotiv with significant financial flexibility, potentially enabling strategic investments, debt management, or operational expansion.

Risk Assessment

Risk Level: medium — The company is taking on new debt, which increases financial leverage and introduces repayment obligations and interest expenses.

Key Numbers

• $100.0M — Senior Secured Term Loan Facility (Provides Inotiv with new financing capacity.)

Key Players & Entities

• Inotiv, Inc. (company) — Registrant
• MidCap Financial Trust (company) — Lender
• $100 million (dollar_amount) — Senior secured term loan facility amount
• September 13, 2024 (date) — Date of the Credit Agreement

FAQ

Key Financial Figures

• $22.6 m — efined below) in an aggregate amount of $22.6 million, makes certain changes to the com
• $5.0 million — and asset sales and casualty events at $5.0 million in the aggregate, and establishes a non
• $22.0 million — which the Purchasers agreed to acquire $22.0 million in aggregate principal amount of 15.00%
• $17.0 million — es") for consideration comprised of (i) $17.0 million in cash and (ii) the cancellation of ap
• $8.3 million — (ii) the cancellation of approximately $8.3 million of the Company's 3.25% Convertible Seni
• $0.6 million — greed to issue to the structuring agent $0.6 million aggregate principal amount of 15.00% Se
• $131.7 million — at remains outstanding is approximately $131.7 million . Copies of the form of Purchase Agre
• $8.625 million — btedness for borrowed money of at least $8.625 million during the Amendment Relief Period (as
• $17.25 million — efined in the Indenture) or of at least $17.25 million thereafter; (iv) certain defaults by th
• $11.5 million — ) certain payment defaults in excess of $11.5 million owned by the Company or any of its subs
• $1.57 — cturing agent have an exercise price of $1.57 per share and are exercisable at any ti

Filing Documents

• notv-20240913.htm (8-K) — 58KB
• ex041-inotivxindenture2lno.htm (EX-4.1) — 1351KB
• ex043-inotivxformofwarrant.htm (EX-4.3) — 120KB
• ex101-inotivxseventhamendm.htm (EX-10.1) — 2270KB
• ex102-inotivxpurchaseagree.htm (EX-10.2) — 320KB
• ex103-inotivxamendedandres.htm (EX-10.3) — 30KB
• ex104-inotivx2lsecurityagr.htm (EX-10.4) — 392KB
• ex105-inotivxregistrationr.htm (EX-10.5) — 187KB
• notv-20240916xex991.htm (EX-99.1) — 13KB
• 0001628280-24-040852.txt ( ) — 5678KB
• notv-20240913.xsd (EX-101.SCH) — 2KB
• notv-20240913_lab.xml (EX-101.LAB) — 21KB
• notv-20240913_pre.xml (EX-101.PRE) — 12KB
• notv-20240913_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 13, 2024 (the "Closing Date"), Inotiv, Inc. (the "Company") entered into the transactions described below (collectively, the "Transactions"). Amendment to the Credit Agreement On September 13, 2024, the Company, certain of its subsidiaries (the "Subsidiary Guarantors") and the lenders party thereto entered into a Seventh Amendment (the "Seventh Amendment") to the Credit Agreement, dated as of November 5, 2021 (as amended through the date hereof, including by the Seventh Amendment, the "Credit Agreement"). The Seventh Amendment, among other changes, permits the incurrence of the issuance of the Second Lien Notes (as defined below) in an aggregate amount of $22.6 million, makes certain changes to the component definitions of the financial covenants, including the definition of Fixed Charge Coverage Ratio, and increases the cash netting capability in the Secured Leverage Ratio covenant. The Seventh Amendment includes the addition of a maximum capital expenditure limit and a minimum EBITDA test effective as of the Closing Date, waives the existing financial covenants from the date of the Seventh Amendment until June 30, 2025, and establishes new financial covenant tests for the fiscal quarters starting June 30, 2025 and thereafter. The Seventh Amendment also caps the reinvestment of funds from extraordinary receipts and asset sales and casualty events at $5.0 million in the aggregate, and establishes a non-voting third party observer to the Company's board of directors meetings, as elected by the lenders. A copy of the Seventh Amendment is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Seventh Amendment is qualified in its entirety by reference thereto. Purchase Agreement The Company and the Subsidiary Guarantors entered into a Purchase Agreement (the "Purchase Agreement"), dated September 13, 2024 , wi

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K regarding the Purchase Agreement is hereby incorporated into this Item 3.02 by reference. The issuance of the Warrants pursuant to the Purchase Agreement and to the structuring agent is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") pursuant to Section 4(a)(2) thereof.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 16, 2024, the Company issued a press release announcing the Transactions. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. This information contained in this Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the SEC and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of September 13, 2024, between the Company and U.S. Bank Trust Company, National Association. 4.2 Form of Note (Included as Exhibit 1 to Annex I to Exhibit 4.1) 4.3 Form of Warrant 10.1 Seventh Amendment to the Credit Agreement, dated as of September 13, 2024, between the Company, the Subsidiary Guarantors and the lenders party thereto 10.2 Form of Purchase Agreement, dated as of September 13, 2024, between the Company and certain investors named therein 10.3 Fee Letter, dated as of September 13, 2024, between the Company and Jermyn Street Capital LLC 10.4 Security Agreement, dated as of September 13, 2024, between the Company and certain of its subsidiaries from time to time party thereto and U.S. Bank Trust Company, National Association 10.5 Form of Registration Rights Agreement, dated as of September 13, 2024, between the Company and certain investors named therein 99.1 Inotiv, Inc. press release, issued September 16, 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 thereunto duly authorized. INOTIV, INC. Date: September 18, 2024 By: /s/ Beth A. Taylor Chief Financial Officer, Senior Vice President—Finance

View Full Filing

View this 8-K filing on SEC EDGAR