ICU MEDICAL INC/DEICUI
ICU MEDICAL INC/DE Debt Disclosure
LONG-TERM OBLIGATIONS
Amended Credit Agreement
On October 31, 2025 (the "Closing Date"), ICU Medical, Inc., as Borrower, entered into Amendment No. 2 to the Existing Credit Agreement (the "Amendment") with Wells Fargo Bank and certain other financial institutions (the “Lenders”) to refinance the existing Term Loan A and the existing Revolving Credit Facility under 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," and as further amended by the Amendment, the "Amended Credit Agreement").
The Amendment includes new credit facilities (the "New Credit Facilities") that consists of a $750.0 million senior secured Term Loan A and a new $500.0 million revolving credit facility. The proceeds from the New Term Loan A were primarily used by the borrower to (i) directly repay the $559.7 million outstanding principal amount of the existing Term Loan A in full (the "Refinancing") under the Existing Credit Agreement, and (ii) directly repay $190.0 million of the outstanding
balance of the Term Loan B under the Existing Credit Agreement. These direct payoffs have been excluded from the proceeds from and payments on long-term debt within the consolidated cash flows.
The refinancing was evaluated on a lender-by-lender basis to determine the appropriate accounting treatment. For those lenders who did not participate in the New Credit Facilities, we accounted for that portion of the refinancing as an extinguishment of debt. For those lenders who participated in both the Existing Credit Facilities and the New Credit Facilities ("Continuing Lenders"), we determined that the terms were not substantially different, accordingly, this portion of the refinancing was accounted for as a debt modification, whereby existing unamortized debt discount and issuance costs remained on the balance sheet and new debt discount/issuance costs were capitalized. The following table summarizes the accounting treatment applied to the various costs, distinguishing between fees paid to lenders and those paid to third parties based on modification or extinguishment status:
| Extinguishment expense | Capitalize | Remains capitalized | |||||||||||||||
| Term Loan | |||||||||||||||||
| Original unamortized debt discount | $ | 1,807 | $ | 6,400 | |||||||||||||
| Original unamortized debt costs | 374 | 1,276 | |||||||||||||||
| New lender fees | 1,626 | ||||||||||||||||
| New debt issuance costs - third party | 937 | ||||||||||||||||
| Revolver | |||||||||||||||||
| Original unamortized debt discount | 246 | 1,502 | |||||||||||||||
| Original unamortized debt costs | 36 | 221 | |||||||||||||||
| New lender fees | 1,199 | ||||||||||||||||
| New debt issuance costs - third party | 618 | ||||||||||||||||
| $ | 2,463 | $ | 4,380 | $ | 9,399 | ||||||||||||
The Term Loan unamortized balances are reflected as a direct deduction from the face amount of the corresponding term loans on the consolidated balance sheets. These costs are being amortized to interest expense over the respective terms of the loans using the effective interest method. The Revolving Credit Facility unamortized balances are included in prepaid expenses and other current assets on our consolidated balance sheets. These costs are being amortized to interest expense over the term of the Revolving Credit Facility using the straight-line method.
There were no penalties paid as a result of the early termination.
Maturity Dates
The final maturity date of the New Credit Facilities is October 31, 2030, 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. Pursuant to the terms and conditions of the Credit Agreement, the maturity dates of the Term Loans and the Revolving Credit Facility may be extended upon our request, subject to the consent of the Lenders.
Interest Rate Terms
The interest rates and fees under the New Credit Facilities are primarily the same as those under the existing credit facility under the Existing Credit Agreement, except that the New Credit Facilities do not include a credit spread adjustment and include an additional pricing tier applicable when the Company's leverage ratio is below 1.75x.
In general, the Term Loans and borrowings under the Revolving Credit Facility denominated in U.S. dollars bear interest, at our option, on either: (1) the Base Rate, as defined below, plus the applicable margin, as indicated below ("Base Rate Loans") or (2) the Adjusted Term Secured Overnight Financing Rate ("Adjusted Term SOFR"), as defined below, plus the applicable margin, as indicated below ("Term SOFR Loans").
The Base Rate is defined as the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) Adjusted Term SOFR (as defined below) for a one-month period plus, in each case, 1.00%.
Adjusted Term SOFR is the rate per annum equal to (a) the Term SOFR plus (b) the Term SOFR Adjustment. Term SOFR is the forward-looking term rate based on SOFR and is calculated separately for Term SOFR Loans and Base Rate Loans, as specified in the Credit Agreement. The Term SOFR Adjustment is a percentage per annum of 0.10% for Base Rate Loans and between 0.10% to 0.25% for Term SOFR Loans based on the applicable interest period.
Revolving Credit Facility Commitment Fees
The proceeds from any future borrowings under the Revolving Credit Facility may be used for working capital and other general corporate purposes. The Revolving Credit Facility has a per annum commitment fee determined by reference to the leverage ratio in effect from time to time as set forth in the table below.
Applicable Interest Margins
The Term Loan A and borrowings under the Revolving Credit Facility have an initial applicable margin of 0.75% per annum for Base Rate Loans and 1.75% per annum for Term SOFR Loans.
The applicable Interest Margins and the Commitment Fee with respect to the New Revolving Credit Facility and the New Term Loan A Facility is determined by reference to the leverage ratio in effect from time to time as set forth in the table below:
| Leverage Ratio | Applicable Margin for Eurocurrency Rate Loans and RFR Loans | Applicable Margin for Base Rate Loans | Commitment Fee Rate | ||||||||
| Greater than 4.00 to 1.0 | 2.25% | 1.25% | 0.35% | ||||||||
| Less than or equal to 4.00 to 1.0 but greater than 3.00 to 1.0 | 2.00% | 1.00% | 0.30% | ||||||||
| Less than or equal to 3.00 to 1.0 but greater than 2.50 to 1.0 | 1.75% | 0.75% | 0.25% | ||||||||
| Less than or equal to 2.50 to 1.0 but greater than 2.00 to 1.0 | 1.50% | 0.50% | 0.20% | ||||||||
| Less than or equal to 2.00 to 1.0 but greater than 1.75 to 1.0 | 1.25% | 0.25% | 0.15% | ||||||||
| Less than or equal to 1.75 to 1.0 | 1.00% | —% | 0.10% | ||||||||
The applicable margin for the Term Loan B is determined by reference to the leverage ratio in effect from time to time as set forth in the following table:
| Leverage Ratio | Applicable Margin for Term SOFR Loans | Applicable Margin for Base Rate Loans | ||||||
| Greater than 2.75 to 1.0 | 2.50% | 1.50% | ||||||
| Less than 2.75 to 1.0 | 2.25% | 1.25% | ||||||
Principal Payments
Principal payments on the Term Loans are due on the last day of each calendar quarter.
The Term Loan A amortizes in nineteen consecutive quarterly installments, each equal to 0.625% of the original principal amount in each of the first two years, 1.25% in each of the third and fourth years and 1.875% in the fifth year, with a final payment of the remaining outstanding principal balance due on the maturity date.
The Term Loan B matures in twenty-seven consecutive quarterly installments, each equal to 0.25% of the original principal amount, with a final payment of the remaining outstanding principal balance due on the maturity date.
We may borrow, prepay and re-borrow amounts under the Revolving Credit Facility, in accordance with the terms and conditions of the Credit Agreement, with all outstanding amounts due at maturity.
For the year ended December 31, 2025 and 2024, total principal payments on the Term Loans were $302.8 million and $51.0 million, respectively. During the first, third and fourth quarter of 2025, we made a prepayment of $35.0 million, $25.0 million and $30.0 million, respectively, on Term Loan B. During the second quarter of 2025, we made a prepayment of $200 million on Term Loan A, which was paid with the proceeds from the sale of our IV Solutions business, see Note 3: Assets Held For Sale and Disposal of Business.
Interest Payments
Interest payments on Base Rate Loans are payable quarterly in arrears on the last business day of each calendar quarter and the applicable maturity date. Interest periods on Term SOFR Loans are determined, at our option, as either one, three or six months and will be payable on the last day of each interest period and the applicable maturity date. In the case of any interest periods of more than three months' duration, the interest payment are payable on each day prior to the last day of such interest period that occurs at three-month intervals.
The commitment fee on the Revolving Credit Facility is payable quarterly in arrears on the third business day following the last day of each calendar quarter and at the maturity date. The commitment fee is included in interest expense in our consolidated statements of operations.
Guarantors and Collateral
Our obligations under the Credit Agreement are unconditionally guaranteed, on a joint and several basis, by ICU Medical, Inc. and certain of our existing subsidiaries.
Debt Covenants
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.
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.
We were in compliance with all financial covenants as of December 31, 2025.
The Credit Agreement contains customary events of default, including, among others: non-payments of principal and interest; breach of representations and warranties; covenant defaults; cross-defaults and cross-acceleration to certain other material indebtedness; the existence of bankruptcy or insolvency proceedings; certain events under ERISA; material judgments; and a change of control. If an event of default occurs and is not cured within any applicable grace period or is not waived, the administrative agent and the Lenders are entitled to take various actions, including, without limitation, the acceleration of all amounts due and the termination of commitments under the New Credit Facilities.
Prior Credit Facilities
Before the Refinancing, our Existing Credit Facility included (i) a five-year Tranche A term loan of $850.0 million (the "Term Loan A"), (ii) a seven-year Tranche B term loan of $850.0 million (the "Term Loan B") and (iii) a five-year revolving credit facility of $500.0 million (the "Revolving Credit Facility"), with separate sub-limits of $50.0 million for letters of credit and swingline loans. Whereas the Term Loan A and the Revolving Credit Facility were refinanced by the Amendment, the Term Loan B continues to be governed by the original terms of the Existing Credit Agreement. The maturity date for the Term Loan B is January 6, 2029. Pursuant to the terms and conditions of the Existing Credit Agreement, the maturity date of the Term Loan B may be extended upon our request, subject to the consent of the Lenders.
The carrying values of our long-term debt consist of the following (in thousands):
| 2025 Effective Interest Rate | As of December 31, | 2024 Effective Interest Rate | |||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Senior Secured Credit Facilities: | |||||||||||||||||||||||
| New Credit Facilities: | |||||||||||||||||||||||
| Term Loan A — principal | 7.02 | % | $ | 750,000 | |||||||||||||||||||
| Revolving Credit Facility — principal | — | — | |||||||||||||||||||||
| Prior Credit Facilities: | |||||||||||||||||||||||
| Term Loan A — principal | 770,313 | 8.03 | % | ||||||||||||||||||||
| Term Loan B — principal | 7.56 | % | 544,500 | 826,625 | 8.38 | % | |||||||||||||||||
| Revolving Credit Facility — principal | — | — | % | ||||||||||||||||||||
Less unamortized debt issuance costs(1) | (9,833) | (14,080) | |||||||||||||||||||||
| Total carrying value of long-term debt | 1,284,667 | 1,582,858 | |||||||||||||||||||||
| Less current portion of long-term debt | 18,750 | 51,000 | |||||||||||||||||||||
| Long-term debt, net | $ | 1,265,917 | $ | 1,531,858 | |||||||||||||||||||
_______________________________
(1) In 2025, comprised of $5.3 million and $4.5 million relating to the Term Loan A and the Term Loan B, respectively. In 2024, comprised of $6.1 million and $8.0 million relating to the Term Loan A and the Term Loan B, respectively.
As of December 31, 2025, the aggregate amount of principal repayments of our long-term debt (including any current portion) for each of the next five years is approximately (in thousands):
| 2026 | $ | 18,750 | ||||||
| 2027 | 18,750 | |||||||
| 2028 | 37,500 | |||||||
| 2029 | 582,000 | |||||||
| 2030 | 637,500 | |||||||
| Thereafter | — | |||||||
| Total | $ | 1,294,500 | ||||||
The following table presents the total interest expense related to our long-term debt (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Contractual interest | $ | 93,888 | $ | 125,012 | $ | 125,550 | |||||||||||
| Amortization of debt issuance costs | 8,903 | 6,807 | 6,814 | ||||||||||||||
| Commitment fee — Revolving Credit Facility | 1,355 | 1,524 | 1,518 | ||||||||||||||
| Total long-term debt-related interest expense | $ | 104,146 | $ | 133,343 | $ | 133,882 | |||||||||||
We currently hedge against the contractual interest expense on our long-term debt (see Note 8: Derivatives and Hedging Activities).
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Feb 25, 2022 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.