ICU MEDICAL INC/DE

Current report

In September 2025, the U.S. Commerce Department ("the Department") initiated a national security investigation into imports of medical consumables and equipment under Section 232 of the Trade Expansion Act (the "Act"). The Act allows the President to negotiate tariffs to promote international trade. Section 232 of the Act specifically grants the President the authority to impose tariffs if the Department determines imports threaten U.S. national security. The Department has 270 days to deliver its policy recommendations to the President, who then has up to 90 days to decide on potential action and 15 days to implement it. If the probes conducted determine these imports, which comprise the vast majority of our product portfolio, pose a national security risk, it could result in potential tariffs imposed in addition to the country-based tariffs and/or could reduce the benefits we receive from currently available exemptions such as the USMCA.

Current report

(a)Credit Agreement

Current report

On October 31, 2025 (the "Closing Date"), ICU Medical, Inc. (the "Company"), as Borrower, entered into an Amendment No. 2 to the Credit Agreement (the "Amended Credit Agreement") by and among ICU Medical, Inc., as Borrower, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and certain other financial institutions, to amend the Credit Agreement dated as of January 6, 2022 (as amended by Amendment No. 1, dated as of October 5, 2022) (the "Existing Credit Agreement"). Terms not defined shall have the meanings ascribed to them in the Amended Credit Agreement. The Amended Credit Agreement includes new credit facilities (the "New Credit Facilities") in an aggregate principal amount of $1.3 billion, and such New Credit Facilities consist of:

Current report

(a) New Revolving Credit Facility (the "New Revolving Credit Facility") in the aggregate principal amount of $500.0 million.

Current report

(b) New Term Loan A Facility (the "New Term Loan A Facility") in an aggregate principal amount of $750.0 million.

Current report

On the Closing Date, we drew down $750.0 million of the New Term Loan A Facility and did not draw down any amounts under the New Revolving Credit Facility. The proceeds from and commitments under the New Credit Facilities, plus cash on hand of the Borrower, were used to (a) repay the outstanding principal amount of the Term Loan A and refinance the existing Revolving Credit Facility under the Existing Credit Agreement, (b) repay a portion of the outstanding balance of the Term Loan B (the "Tranche B Term Loan Repayment") under the Existing Credit Agreement, and (c) to finance the payment of fees and expenses incurred in connection with the Refinancing.

Current report

The final maturities of the New Credit Facilities will occur on the fifth anniversary of the Closing Date, subject to a springing maturity provision under which the New Credit Facilities will mature 91 days after the scheduled maturity of the New Credit Facilities at that time.

Current report

The interest rates and fees under the New Credit Facilities are the same as the existing credit facility under the Existing Credit Agreement, except no credit spread adjustment is applicable to the New Credit Facilities. The applicable Interest Margins and the Commitment Fee with respect to the New Revolving Credit Facility and the New Term Loan A Facility is based on the following pricing grid:

Current report

The Amended Credit Agreement contains affirmative and negative covenants, including certain financial covenants. The negative covenants include restrictions regarding the incurrence of liens and indebtedness, certain merger and acquisition transactions, asset sales and other dispositions, other investments, dividends, share purchases and payments affecting subsidiaries, changes in nature of business, fiscal year or organizational documents, prepayments and redemptions of subordinated and other junior debt, transactions with affiliates, and other matters.

Current report

The New Credit Facilities are subject to certain financial covenants, which include (i) a new Maximum Secured Net Leverage Ratio of 4.50 to 1.00, tested at the end of each quarter, with a step-down to 4.00 to 1.00 starting with the quarter ending June 30, 2027; provided that in the event the Borrower or its restricted subsidiaries consummate a material acquisition, the Borrower may elect (on no more than one occasion) to cause the Secured Net Leverage Ratio financial covenant level set forth above to be increased by 0.50x for each of the four fiscal quarters ending immediately after the consummation of such material acquisition, and (ii) a Minimum Interest Coverage Ratio of 3.00 to 1.00, which remains unchanged from the Existing Credit Agreement.

Current report

The above summary of the Amended Credit Agreement is not complete. The complete text of the Amended Credit Agreement is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Current report

All outstanding borrowings under the Existing Credit Agreement related to the Tranche A Term Loans were paid in full, and a portion of the outstanding borrowings under the Existing Credit Agreement related to the Tranche B Term Loans were paid from proceeds of the New Credit Facilities. The financings under the Term Loan A and Term Loan B of the Existing Credit Agreement were scheduled to mature on January 6, 2027 and January 6, 2029, respectively. There were no penalties paid as a result of the early termination.

Previous report

(b) None.