Integra LifeSciences amends credit agreement for covenant relief on leverage ratio

Integra LifeSciences Holdings Corporation amended its bank credit agreement on June 6, 2025, changing a financial limit the company must keep under the loan. The change is described in a Form 8-K filed June 9, 2025. The Princeton, New Jersey company trades on the Nasdaq Global Select Market under the symbol IART.

The leverage limit and its schedule

The amendment changes the Seventh Amended and Restated Credit Agreement dated as of March 24, 2023. Bank of America, N.A. is administrative agent, swing line lender and L/C issuer. Citibank N.A., JPMorgan Chase Bank, N.A., Morgan Stanley MUFG Loan Partners, LLC, PNC Bank, N.A., Truist Bank and Wells Fargo Bank, N.A. are co-syndication agents. The Bank of Nova Scotia, BMO Harris Bank N.A., BNP Paribas, Capital One, National Association, Citizens Bank, N.A., DNB Bank ASA, New York Branch, Santander Bank, N.A. and TD Bank, N.A. are co-documentation agents. The original agreement was filed as Exhibit 10.1 to a Form 8-K filed March 24, 2023.

The 5.00 to 1.00 limit in force before the amendment reflected an increase from 4.25 to 1.00 that the company took when it closed a permitted acquisition. That level applied through the fiscal quarter ending September 30, 2025. The new schedule sets 5.00 to 1.00 for the fiscal quarters ending March 31, 2025 through June 30, 2026. It steps down to 4.75 to 1.00 for the quarter ending September 30, 2026, 4.50 to 1.00 for the quarter ending December 31, 2026, and 4.00 to 1.00 for the quarter ending March 31, 2027 and each quarter after that. The schedule reaches back to March 31, 2025, which is before the amendment was signed.

Restrictions during the relief period

The 8-K calls the period from the amendment's effective date until the company delivers its financial statements and compliance certificate for the fiscal year ending December 31, 2026 the Covenant Relief Period. During that period, the company may not temporarily raise the maximum ratio for a permitted acquisition, a step it had been able to take before. The amendment also sets a revised applicable rate schedule for the loan.

Several other limits apply during the same window. The company may not make certain investments. It may not incur incremental indebtedness under the credit agreement, create certain liens, make certain restricted payments, or incur or guarantee indebtedness of excluded subsidiaries.

The intellectual property terms are the most specific. The company may not sell, transfer or exclusively license material intellectual property to a subsidiary that is not a loan party under the credit agreement. It also may not designate a subsidiary that owns or exclusively licenses material intellectual property as an excluded subsidiary. Those rules keep the group's core intellectual property inside the entities bound by the loan.

What the filing leaves out

The company says the amendment does not increase its total indebtedness. The 8-K does not give that total, nor any earnings figure or the company's actual leverage ratio at signing. Without those numbers, the filing does not show how much room Integra had under the 5.00 to 1.00 limit when the relief was agreed.

The schedule steps back to 4.00 to 1.00 after the fiscal 2026 reporting window closes, so the relief is temporary by design. The 8-K gives no reason for the amendment beyond the terms it sets out.

Lea Knight, Executive Vice President and Chief Financial Officer, signed the 8-K for the company on June 9, 2025. The amendment is filed as Exhibit 4.1 to that report, and the company says its summary is qualified by the full text of the amendment and the credit agreement.

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IARTINTEGRA LIFESCIENCES HOLDINGS CORPNASDAQ · United StatesOpen the starter desk