Trinity Biotech(TRIB) - 2024 Q4 - Annual Report

Fourth Amended and Restated Credit Agreement and Guaranty This agreement amends a prior credit facility to provide a new term loan and modify terms for Trinity Biotech and its lenders Agreement Overview The agreement provides a new Fourth Amendment Term Loan to Trinity Biotech, amending a prior agreement without constituting a novation of existing debt - The agreement involves Trinity Biotech, Inc. and its subsidiaries as Borrowers, with Perceptive Credit Holdings III, LP as the Administrative Agent and Lender[2][10] - This agreement amends and restates the Third A&R Credit Agreement dated December 23, 2024, to provide a new Fourth Amendment Term Loan and update certain terms[14][15] - The parties intend for this agreement to continue existing obligations, clarifying it is not a novation of the prior agreement[16] Article I: Definitions This article defines the key terms, financial metrics, and legal concepts governing the credit agreement Certain Defined Terms This section provides comprehensive definitions for critical terms used throughout the credit agreement - The "Fourth Amendment Term Loan Commitment" is defined as the commitment of a Lender to fund the Fourth Amendment Term Loan, with an aggregate amount of $4,000,000 as of the restatement date[138] - The "Stated Maturity Date" is January 27, 2026, the fourth anniversary of the original Funding Date (January 27, 2022)[139][276] - An "Event of Default" is defined as any of the events specified in Section 10.01 of the agreement[115] - The "Applicable Margin" for interest calculation is 8.75% per annum when the aggregate principal of Term Loans is $35,000,000 or more, and 6.25% per annum when it is less[35] Accounting Terms and Principles This section mandates the use of IFRS for all accounting and outlines a process for handling changes to these standards - All accounting determinations must be made substantially in accordance with IFRS[321] - If a change in IFRS materially alters covenant calculations, the parties must negotiate amendments to maintain the agreement's original intent[321] Article 2: The Commitments This article details the term loan facilities, including the new loan amount, and specifies the permitted use of proceeds Term Loans This section details the new $4,000,000 Fourth Amendment Term Loan and confirms that repaid principal cannot be reborrowed - Lenders agree to provide a Fourth Amendment Term Loan of $4,000,000 on the Fourth Amendment Restatement Date[138][336][337] - As of January 31, 2025, the aggregate outstanding principal of the Term Loans was $76,342,637.90, including capitalized PIK interest[339] - Principal amounts of any Term Loans that are repaid or prepaid may not be reborrowed[340] Use of Proceeds This section designates proceeds from the term loans for specific purposes like acquisitions and general corporate use - The proceeds of the Fourth Amendment Term Loan are to be used for general corporate purposes[343] - The proceeds of the Effective Date Term Loan were used to fund the Effective Date Acquisition, pay fees and expenses, and for general corporate purposes[343] Article 3: Payments of Principal and Interest This article outlines the repayment schedule, interest calculation methods, and conditions for loan prepayments Repayment This section specifies that the entire outstanding principal is due as a single balloon payment on the Maturity Date - No scheduled principal repayments are required before the Maturity Date; the entire outstanding principal balance is due on the Maturity Date[346] Interest This section details the interest calculation, including provisions for paid-in-kind interest and a default rate - The interest rate on the Term Loans is Term SOFR plus the Applicable Margin[347] - Interest for the periods from September 2024 through March 2025 will be paid as PIK Interest, which is capitalized to the principal balance[347] - Upon an Event of Default, the interest rate increases by 3.00% per annum (the "Default Rate"), and all interest must be paid in cash[355] Prepayments This section outlines conditions for optional and mandatory prepayments, both of which may be subject to a prepayment premium Optional Prepayment Premiums | Redemption Date | Prepayment Premium | | :--- | :--- | | After 1st anniversary, on or before 2nd anniversary | 4.5% of principal prepaid | | After 2nd anniversary, on or before 3rd anniversary | 4.0% of principal prepaid | | After 3rd anniversary, before Stated Maturity Date | 3.5% of principal prepaid | - Mandatory prepayments are required for 100% of Net Cash Proceeds from Casualty Events (above a certain threshold), incurrence of non-permitted Indebtedness, and non-permitted Asset Sales[365][366][367] - A mandatory prepayment equal to 75% of Net Partnership Agreement Proceeds is required from Asset Sales made in connection with Partner Agreements, and this amount is not subject to a Prepayment Premium[369] - The Prepayment Premium is defined as liquidated damages, not a penalty, and is due upon any acceleration of the Term Loans prior to the Stated Maturity Date[370][581] Article 4: Payments, Etc. This article specifies the mechanics for all payments, including the application waterfall and lender set-off rights Payments This section establishes the mechanics and priority waterfall for all payments made by the Obligors - Payments are applied in a specific order of priority: first to costs and expenses, second to interest and fees, third to certain claims, fourth to principal, and finally to any other Obligations[374] Set-Off This section grants Lenders the right to set-off and apply any deposits they owe to an Obligor against outstanding Obligations upon a default - Upon an Event of Default, Lenders have the right to set off and apply any deposits or other debts they owe to any Obligor against the outstanding Obligations[381] Article 5: Yield Protection, Etc. This article protects Lenders from increased costs due to changes in law or tax regulations Additional Costs This section requires Borrowers to compensate Lenders for increased costs resulting from changes in law or capital adequacy requirements - If a change in law or regulation increases a Lender's cost or reduces the amount received, the Borrowers must pay additional amounts to compensate the Lender[384] - Changes related to the Dodd-Frank Act and Basel III are explicitly defined as changes in law, triggering potential compensation[384] Taxes This section requires Obligors to make payments free of tax deductions and to "gross-up" payments if taxes are withheld - All payments on Obligations must be made without deduction for Taxes; if an Indemnified Tax is withheld, the payment must be increased so the Recipient receives the full amount[391] - Borrowers must indemnify each Recipient for the full amount of any Indemnified Taxes and Warrant Indemnified Taxes[394] - Lenders must provide necessary tax forms (e.g., W-9, W-8BEN-E) to the Borrowers to establish exemptions from or reductions in withholding tax[397][399] Article 6: Conditions Precedent This article lists the conditions that must be met before Lenders are obligated to fund the new term loan Conditions to Fourth Amendment Term Loan; Fourth Amendment Restatement Date This section lists the conditions that must be satisfied before the Lenders will fund the Fourth Amendment Term Loan - The funding of the Fourth Amendment Term Loan is conditional upon several requirements being met or waived[412] - Key conditions include: representations and warranties must be true, no Default or Event of Default shall have occurred, and all required legal documents must be received[413][414][415] Article 7: Representations and Warranties This article contains the Obligors' binding statements of fact regarding their legal, financial, and operational status Representations and Warranties The Obligors make binding statements covering their legal status, financial condition, asset ownership, and compliance with laws - The Obligors represent that since December 31, 2020, no Material Adverse Change has occurred[426] - The Obligors affirm they are Solvent and will remain so after the transaction[458] - The Obligors represent compliance with critical regulations, including Anti-Corruption Laws, Sanctions Laws, and Anti-Terrorism Laws[481][482][483] - The Obligors represent that they hold all necessary Regulatory Approvals and are in compliance with FDA Laws and other healthcare regulations[449][467] Article 8: Affirmative Covenants and Financial Covenants This article details the ongoing obligations of the Obligors, including financial reporting, operational duties, and specific financial targets Financial Reporting and Notices This section details the Obligors' obligations to provide regular financial statements and prompt notices of material events - The Administrative Borrower must provide quarterly and annual consolidated financial statements, along with a management discussion and analysis (MD&A)[486][487] - A Compliance Certificate must be delivered with financial reports and monthly, confirming compliance with covenants[487] - The Administrative Borrower must provide prompt written notice of any Default or Event of Default and other material events[490] Operational and Corporate Covenants This section outlines the affirmative operational covenants the Obligors must adhere to, including maintaining assets and legal status - Obligors must maintain their legal existence and preserve all properties material to the business[497][498] - Obligors must maintain all Deposit Accounts (other than Excluded Accounts) as Controlled Accounts subject to an account control agreement[524] - Parent must maintain sufficient authorized but unissued share capital to satisfy all obligations under the Warrant Certificates[500] - The Parent and each other Irish Obligor must maintain its center of main interests (COMI) in Ireland[527] Financial Covenants This section establishes the minimum liquidity and net revenue targets that the Obligors must maintain - Commencing April 1, 2025, the Obligors must maintain aggregate Unrestricted Cash of not less than $3,000,000 at all times[520] Minimum Net Revenue Covenant (Trailing 12-Months) | Twelve-Month Period Ended | Minimum Net Revenue | | :--- | :--- | | December 31, 2023 | $0 | | March 31, 2024 | $53,100,000 | | June 30, 2024 | $54,300,000 | | September 30, 2024 | $55,700,000 | | December 31, 2024 | $0 | | March 31, 2025 | $60,000,000 | | June 30, 2025 | $64,600,000 | | September 30, 2025 | $67,500,000 | | December 31, 2025 | $69,100,000 | Article 9: Negative Covenants This article imposes restrictions on the Obligors' ability to incur debt, grant liens, make investments, and engage in major corporate changes Indebtedness, Liens, and Investments This section restricts the Obligors' ability to incur new debt, grant liens, and make investments, subject to specific permitted exceptions - Obligors are prohibited from incurring new Indebtedness, with exceptions including the Obligations, Permitted Indebtedness, and purchase money debt up to $1.5M[533][534] - Obligors cannot create Liens on their property except for Permitted Liens, which include Liens securing the Obligations[539] - Investments are restricted, with exceptions for intercompany investments and investments in Immaterial Foreign Subsidiaries up to an annual cap of $1M[546][547] Fundamental Changes, Asset Sales, and Other Restrictions This section restricts major corporate actions such as mergers, asset sales, and restricted payments like dividends - Fundamental changes like mergers, consolidations, and liquidations are prohibited, except for mergers between Obligors[541] - Asset Sales are restricted, with exceptions for certain property up to $3,000,000 per fiscal year, provided no Default exists[554][555] - Restricted Payments, such as dividends, are generally prohibited, with exceptions for intercompany payments and certain stock repurchases[549][551] - Transactions with affiliates are restricted unless they are on arm's-length terms or fall under other specific exceptions[558] Article 10: Events of Default This article defines the events that constitute a default and outlines the remedies available to the Lenders Events of Default This section defines the specific triggers for a default, including payment failures, covenant breaches, and bankruptcy - Failure to pay principal when due is an immediate Event of Default; failure to pay interest has a 3-business-day grace period[574] - A breach of certain critical covenants (e.g., financial and negative covenants) constitutes an immediate Event of Default[574] - Bankruptcy or insolvency proceedings against an Obligor are Events of Default, with voluntary proceedings being immediate[575] - A Change of Control or the occurrence of a Material Adverse Change are also defined as Events of Default[577] Remedies This section outlines the actions Lenders can take upon a default, including accelerating the loan and terminating commitments - Upon most Events of Default, the Majority Lenders may declare all outstanding Term Loans immediately due and payable at the Redemption Price[578] - In the case of a bankruptcy-related Event of Default, the termination of commitments and acceleration of the Term Loans are automatic[579] Article 11: Guarantee This article establishes an absolute and unconditional guarantee from the Guarantors for all obligations of the Borrowers Guarantee Provisions This section establishes a joint and several guarantee from the Guarantors, which is absolute, unconditional, and continuing - The Guarantors provide a joint and several guarantee for the prompt payment in full of all "Guaranteed Obligations"[584] - The guarantee is absolute and unconditional, and Guarantors waive numerous defenses, including diligence, presentment, and notice of default[585][588] - The obligations of each Irish Obligor under the guarantee are limited to the extent they would constitute unlawful financial assistance under Irish law[599] Article 12: Administrative Agent This article defines the role, rights, and protections of the Administrative Agent in managing the credit facility Role and Rights of the Administrative Agent This section defines the Administrative Agent's duties as administrative, not fiduciary, and grants broad exculpatory provisions - Each Lender irrevocably appoints Perceptive to act as the Administrative Agent, whose role is administrative in nature and not fiduciary[602] - The Administrative Agent is protected from liability for any action taken, except in cases of its own gross negligence or willful misconduct[606] - The Agent is authorized to release any Lien or Guarantor if the transaction is permitted or approved by the Majority Lenders[616] Article 13: Miscellaneous This article contains standard legal clauses governing the agreement's interpretation, enforcement, and amendment Miscellaneous Provisions This section contains critical legal clauses including governing law, jurisdiction, jury trial waiver, and amendment procedures - The agreement and other Loan Documents are governed by the laws of the State of New York[642] - All parties irrevocably waive their right to a trial by jury in any legal proceeding related to the agreement[646] - Amendments generally require written consent of the Borrowers, the Administrative Agent, and the Majority Lenders[625] - The agreement is confirmed to be an amendment and restatement and not a novation, ensuring security interests remain in full force[676][678] Schedules and Exhibits This section contains detailed schedules and forms referenced in the agreement, including commitments and warrant grants Schedules and Exhibits Overview The agreement includes numerous schedules providing specific details, including loan commitments and warrant grants Schedule 1: Fourth Amendment Term Loan Commitment | Lender | Fourth Amendment Term Loan Commitment | | :--- | :--- | | Perceptive Credit Holdings III, LP | $4,000,000 | Schedule 1: Warrant Shares Granted to Perceptive Credit Holdings III, LP | Warrant Certificate Type | Number of American Depositary Shares | | :--- | :--- | | Existing Warrant Certificate | 500,000* | | Effective Date Warrant Certificate | 500,000* | | Third Amendment Warrant Certificate | 1,000,000 | - The number of shares for the Existing and Effective Date Warrant Certificates reflects a revised ADS Ratio effective February 23, 2024[691][692]