UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On December 7, 2021, Bruker Corporation (the “Company”) entered into a note purchase agreement among the Company and the institutional accredited investors named therein (the “Note Purchase Agreement”), pursuant to which the Company issued and sold CHF 300.0 million aggregate principal amount of 0.88% series A senior notes and EUR 150.0 million aggregate principal amount of 1.03% series B senior notes due December 8, 2031 (the “Notes”) in an offering exempt from the registration requirements of the Securities Act of 1933, as amended. Terms used in this Item 1.01 and not otherwise defined herein have the meanings given to them in the Note Purchase Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1.
Interest on the Notes is payable semi-annually on June 7 and December 7 of each year, commencing June 7, 2022. The Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries. The Company may prepay some or all of the Notes at any time in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding at a price equal to the sum of (a) the principal amount to be prepaid, plus accrued and unpaid interest, (b) any applicable “make-whole” amount, and (c) certain other fees and expenses. In the event of a change in control (as defined in the Note Purchase Agreement) of the Company, the Company may be required to prepay the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and certain other fees and expenses.
The Note Purchase Agreement contains customary affirmative and negative covenants, including, among others, restrictions on the Company’s ability to incur liens, transfer or sell assets, engage in certain mergers and consolidations, enter into transactions with affiliates, and engage or permit any subsidiary to engage in certain lines of business. The Note Purchase Agreement also includes customary representations and warranties and events of default.
Additionally, so long as any Notes are outstanding, the Company may not permit (i) its leverage ratio (as determined pursuant to the Note Purchase Agreement) as of the end of any fiscal quarter to exceed 3.50 to 1.00 unless a material acquisition causes an adjusted leverage ratio to apply pursuant to the Note Purchase Agreement, (ii) its interest coverage ratio (as determined pursuant to the Note Purchase Agreement) as of the end of any fiscal quarter for any period of four consecutive fiscal quarters to be less than 2.50 to 1.00, or (iii) Priority Debt at any time to exceed 15% of consolidated total assets (as determined pursuant to the Note Purchase Agreement).
Proceeds of the Notes may be used by the Company for general corporate purposes.
The foregoing summary description of the Note Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Purchase Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheeet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibits.
| Number | Description | |
| 10.1 | Note Purchase Agreement dated as of December 7, 2021.* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Certain exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5). Bruker Corporation agrees to furnish to the SEC a copy of any omitted exhibits or schedules upon request of the SEC. |
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.
| BRUKER CORPORATION (Registrant) | ||||
| Date: December 8, 2021 | By: | /s/ GERALD N. HERMAN | ||
| Gerald N. Herman | ||||
| Executive Vice President and Chief Financial Officer | ||||