Varex Imaging Corp Files 8-K: Agreements and Obligations

TL;DR

Varex Imaging just signed and terminated some big deals, creating new financial obligations. Watch this space.

AI Summary

On December 20, 2024, Varex Imaging Corporation entered into a Material Definitive Agreement and also terminated a Material Definitive Agreement. The company also created a direct financial obligation or an obligation under an off-balance sheet arrangement. These events are detailed in the 8-K filing.

Why It Matters

This filing indicates significant changes in Varex Imaging's contractual and financial commitments, which could impact its future operations and financial health.

Risk Assessment

Risk Level: medium — The termination of agreements and creation of new financial obligations suggest potential shifts in the company's business strategy or financial structure, warranting closer monitoring.

Key Players & Entities

• Varex Imaging Corporation (company) — Registrant
• December 20, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $125 million — reviously announced private offering of $125 million aggregate principal amount of its 7.875
• $124 million — he Company intends to use the estimated $124 million of net proceeds from the offering of th
• $200 million — (ii) fund the partial repayment of the $200 million aggregate principal amount of the Conve
• $300 million — ssue as the Company's previously issued $300 million aggregate principal of 7.875% senior se
• $243 million — e 2027 (the "Existing Notes"), of which $243 million is currently outstanding. Other than th
• $20.0 million — ured equipment credit facility of up to $20.0 million. . The Company has not utilized this eq

Filing Documents

• vrex-20241220.htm (8-K) — 36KB
• ex41to8-k12x20x24.htm (EX-4.1) — 52KB
• ex991-varexxclosepressrele.htm (EX-99.1) — 14KB
• image.jpg (GRAPHIC) — 18KB
• 0001681622-24-000119.txt ( ) — 263KB
• vrex-20241220.xsd (EX-101.SCH) — 2KB
• vrex-20241220_lab.xml (EX-101.LAB) — 21KB
• vrex-20241220_pre.xml (EX-101.PRE) — 12KB
• vrex-20241220_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 20, 2024, Varex Imaging Corporation (the "Company") completed its previously announced private offering of $125 million aggregate principal amount of its 7.875% Senior Secured Notes due 2027 (the "Additional Notes") to initial purchasers for resale to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to persons outside the United States pursuant to Regulation S under the Securities Act. The Company intends to use the estimated $124 million of net proceeds from the offering of the Additional Notes to (i) pay the fees and expenses related to the offering and (ii) fund the partial repayment of the $200 million aggregate principal amount of the Convertible Notes on their maturity date on June 1, 2025 or the repurchase of Convertible Notes prior to their maturity date. The net proceeds of the offering were deposited (which are net of the related offering fees and expenses) into a restricted account with such proceeds solely being used to repay or repurchase the Convertible Notes. The Additional Notes were issued pursuant to the Indenture, dated as of September 30, 2020, by and among the Company, the guarantors party thereto (the "Guarantors"), and Wells Fargo Bank, National Association, a national banking association, as trustee and as collateral agent (the "Base Indenture"), as supplemented by a Supplemental Indenture, dated as of December 20, 2024, by and among the Company, the Guarantors, and Computershare Trust Company, N.A., in its capacity as trustee and notes collateral agent (as successor to Wells Fargo Bank, National Association) (the "Supplemental Indenture," and together with the Base Indenture, the "Indenture"). A description of the Base Indenture is included in the Company Form 8-K filed on October 1, 2020, which such description is incorporated herein. The Additional Notes were issued as additional notes under the I

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement On April 26, 2024, the Company entered into a secured delayed draw term loan credit agreement (the "Equipment Credit Agreement"), providing for a secured equipment credit facility of up to $20.0 million. . The Company has not utilized this equipment credit facility, and following the consummation of the offering of the Additional Notes, the Company intends to terminate the Equipment Credit Agreement. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in Item 1.01 is incorporated by reference into this Item 2.03.

01 Other Events

Item 8.01 Other Events On December 23, 2024, the Company issued a press release announcing the closing of the offering of the Additional Notes. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements Some of the statements in this Form 8-K are "forward-looking" and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These "forward-looking" statements relate to the use of proceeds from the offering of the Additional Notes and the Company's intent to terminate the Equipment Credit Agreement. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this Form 8-K. The forward-looking statements in this Form 8-K speak only as of the date of this Form 8-K and are subject to uncertainty and changes, including those contained in the Company's Annual Report on Form 10-K for the fiscal year ended September 27, 2024 filed on November 19, 2024 with the Securities and Exchange Commission (the "SEC") and subsequent filings with the SEC. Given these circumstances, you should not place undue reliance on these forward-looking statements. Varex expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such forward-looking statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit Description 4.1 Supplemental Indenture, dated as of December 20, 2024, by and among Varex Imaging Corporation, the Guarantors party thereto and Computershare Trust Company, N.A., in its capacity as successor trustee and successor notes collateral agent 4.2 Form of 7.875% Senior Secured Notes due 2027, included as Exhibit A to the Base Indenture (incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K filed November 30, 2020). 99.1 Press Release dated December 23, 2024 announcing closing of private offering of the Additional Notes 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. VAREX IMAGING CORPORATION Dated: December 23, 2024 By: /s/ KIMBERLEY E. HONEYSETT Kimberley E. Honeysett Senior Vice President, Chief Legal Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR