Varex Announces Private Offering of $300 Million of Senior Secured Notes
Varex Imaging Corporation (Nasdaq: VREX) today announced it has commenced a private offering (the “Offering”), subject to market and other conditions, of $300 million aggregate principal amount of senior secured notes due 2027 (the “notes”). Varex intends to use the net proceeds from the sale of the notes to pay in full all amounts outstanding under its existing credit facility, which includes its term loan and revolving credit facility, and for general corporate purposes. Concurrent with the proposed Offering, Varex expects to enter into a new senior secured asset-based revolving credit facility (the “ABL Credit Facility”) in an initial aggregate principal amount of up to $100 million.
The notes will be guaranteed on a senior secured basis, jointly and severally, by its existing and future domestic subsidiaries and certain foreign subsidiaries that will guarantee or borrow amounts under the ABL Credit Facility. The notes and the related guarantees will be secured by a first priority security interest in certain of its and the guarantors’ real property in addition to a lien on substantially all of its and the guarantors’ intellectual property, investment property, and general intangibles, and a second lien, junior to the lien that will secure obligations under the ABL Credit Facility, on accounts receivables, inventory, deposit accounts, securities accounts, intercompany loans, equipment, and related assets, in each case subject to certain exceptions and permitted liens.
The notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state or other securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. Varex plans to offer and issue the notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S. The notes will be subject to restrictions on transferability and resale and may not be transferred or resold except in compliance with the registration requirements of the Securities Act or pursuant to an exemption therefrom and in compliance with other applicable securities laws.