QuidelOrtho amends credit agreement and resets covenant levels to 2029

The amendment and the covenant reset

QuidelOrtho Corporation entered into Amendment No. 1 to its credit agreement on September 23, 2026, according to a Form 8-K dated the same day. The credit agreement is dated August 21, 2025. The company is the borrower. Bank of America, N.A. is administrative agent and swing line lender, and the other lenders and L/C issuers are parties to the agreement.

The amendment resets two financial tests through the fiscal quarter ending September 30, 2029, a period the filing calls the Covenant Relief Period. The minimum interest coverage ratio is 2.25 to 1.00 on or before July 2, 2028, then 2.50 to 1.00 for the quarters ending October 1, 2028 and December 31, 2028, 2.75 to 1.00 for April 1, 2029 and July 1, 2029, and 3.00 to 1.00 on or after September 30, 2029.

The maximum leverage ratio starts at 5.50 to 1.00 on or before July 2, 2028. It steps down to 5.00 to 1.00 for the late-2028 quarters, to 4.50 to 1.00 for the first two quarters of 2029, and to 4.25 to 1.00 on or after September 30, 2029. The filing says the amendment also adds restrictions to the financial covenants during the relief period. It does not state the earlier covenant levels.

Pricing and fees during the relief period

During the Covenant Relief Period, the initial rate on the Term Loan A facilities and the revolver is 1.50% a year for base rate loans and 2.50% for Term SOFR loans. That rate holds until the compliance certificate for the quarter ending September 28, 2026 reaches the administrative agent. After that, pricing follows a grid tied to the consolidated leverage ratio, from 1.75% to 3.00% for Term SOFR loans and from 0.75% to 2.00% for base rate loans.

During the relief period the company also pays a commitment fee of 0.20% to 0.40% a year on unused commitments. Term Loan B interest is unchanged.

The facilities

The facilities are a $1.15 billion senior secured term loan A, a $100.0 million senior secured delayed draw term loan A, a $1.45 billion senior secured term loan B and a $700.0 million revolving credit facility. The filing describes the delayed draw loan as part of the Term Loan A facilities, and it describes no new borrowing under the amendment.

The financing is guaranteed by certain material domestic subsidiaries, called the Guarantors, and secured by liens on substantially all assets of the company and the Guarantors. Real property and certain other excluded assets are not part of the collateral.

The negative covenants limit asset sales, mergers, indebtedness, liens, investments, restricted payments, certain debt prepayments and transactions with affiliates.

Advisers and counsel

The 8-K names no other lenders or L/C issuers, and it names no placement agent, financial advisor or counsel.

Results and cash

The company's annual report figures show revenue of $2.73 billion for the year ended December 28, 2025, down from $2.78 billion for the year ended December 29, 2024. Research and development expense was $186.2 million in 2025, compared with $218.7 million in 2024.

The net loss was $1.13 billion in 2025, against $2.05 billion in 2024. Cash provided by operations was $105.2 million in 2025 and $83.0 million in 2024. Operations provided cash in both years, yet the company reported a net loss in both. The 8-K does not explain the loss.

Year-end cash and cash equivalents were $169.8 million for 2025, according to a 10-Q filed August 7, 2026, and $98.3 million for 2024. At June 28, 2026, cash and cash equivalents were $123.4 million, lower than at the 2025 year-end.

What comes next

The relief period runs to September 30, 2029, and the leverage ratio must step down from 5.50 to 1.00 to 4.25 to 1.00 across that time. The filing gives no plan for repaying any of the facilities and says nothing about the company's use of the revolver.

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