Dentsply Sirona Inc.

06/04/2025 | Press release | Distributed by Public on 06/04/2025 04:37

Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement

On June 3, 2025, DENTSPLY SIRONA Inc. (the "Company") obtained the consent of the requisite lenders under its revolving credit facility, dated May 12, 2023, with JPMorgan Chase Bank, N.A., as administrative agent, to, among other things, amend certain provisions by entering into the First Amendment to Credit Agreement, dated as of June 3, 2025 (the "First Amendment to Credit Agreement").

On June 3, 2025, the Company entered into the following agreements (collectively, the "Note Purchase Agreement Amendments"):

a.

Note Purchase Agreement Amendment No. 3, dated as of June 3, 2025, by and among the Company and the noteholders party thereto with respect to the Note Purchase Agreement, dated as of December 11, 2015, by and among the Company and the other parties thereto;

b.

Note Purchase and Guarantee Agreement Amendment No. 3, dated as of June 3, 2025, by and among the Company, Sirona Dental Services GmbH and the noteholders party thereto with respect to the Note Purchase Agreement and Guarantee Agreement, dated as of October 27, 2016, by and among the Company, Sirona Dental Services GmbH and the other parties thereto; and

c.

Note Purchase Agreement Amendment No. 3, dated as of June 3, 2025, by and among the Company and the noteholders party thereto with respect to the Note Purchase Agreement, dated as of June 24, 2019, by and among the Company and the other parties thereto.

Pursuant to (a) the Note Purchase Agreement Amendments, the Company and the applicable noteholders have agreed, among other things, and (b) the First Amendment to Credit Agreement, the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., have agreed, among other things, to: (i) establish a financial covenant requiring that the ratio of senior debt to capitalization shall not exceed 60%, (ii) increase the maximum allowable consolidated leverage ratio to 65%, (iii) adjust the German subsidiary debt to be treated as permitted debt under a newly designated standalone basket, and (iv) implement provisions governing interest rate adjustments in the event that the Company's credit rating is downgraded below investment grade.

The effectiveness of the Note Purchase Agreement Amendments and of the First Amendment to Credit Agreement is subject to the satisfaction of certain conditions precedent set forth in the Note Purchase Agreement Amendments and the First Amendment to Credit Agreement, respectively.

Copies of the First Amendment to Credit Agreement and the Note Purchase Agreement Amendments are attached hereto as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-Kand are incorporated herein by reference. The above description of the material terms of each of the First Amendment to Credit Agreement and the Note Purchase Agreement Amendments does not purport to be complete and is qualified in its entirety by reference to such Exhibits.

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