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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) June 10, 2025

 

RadNet, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-33307   13-3326724
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)

 

1510 Cotner Avenue    
Los Angeles, California   90025
(Address of Principal Executive Offices)   (Zip Code)

  

Registrant’s Telephone Number, Including Area Code: (310) 445-2800

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.0001 par value RDNT NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

     

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On June 11, 2025, RadNet, Inc. (the “Company”) and the Company’s wholly-owned subsidiary, Radnet Management, Inc. (the “Borrower”), entered into Incremental Amendment No. 2 to Credit and Guaranty Agreement (the “Second Amendment”) with the lenders and financial institutions named therein, Barclays Bank PLC, as administrative agent and collateral agent on behalf of the lenders, and substantially all of the Company’s wholly-owned domestic subsidiaries and certain of its affiliates as guarantors. The Second Amendment amends the Third Amended and Restated First Lien Credit and Guaranty Agreement dated as of April 18, 2024, as amended on November 26, 2024 (the “Existing Credit Agreement” and, as amended by the Second Amendment, the “Credit Agreement”) and contains the following material terms:

 

Borrowing. Pursuant to the Second Amendment, Barclays Bank PLC, as lender, agreed to provide the Borrower an Incremental Term Commitment (as defined by the Existing Credit Agreement) in an aggregate principal amount of $100.0 million (the “2025 Incremental Term Loan”), which will be added to and form a part of the existing term loan under the Existing Credit Agreement (the “Existing Term Loan,” together with the 2025 Incremental Term Loan, the “Term Loan”).

 

Use of Proceeds. Borrower plans to use the proceeds from the 2025 Incremental Term Loan for future acquisitions and general corporate purposes.

 

Payments. Pursuant to the Second Amendment, the Borrower will be required to make quarterly payments of principal on the Term Loan in the amount of approximately $2.4 million compared to approximately $2.2 million prior to the entry of the Second Amendment.

 

Maturity. The maturity date for the 2025 Incremental Term Loan is April 18, 2031, coincident with the maturity date of the $868.4 million balance of the Existing Term Loan under the Existing Credit Agreement.

 

All other terms of the Credit Agreement (as amended by the Second Amendment), including the maturity of the Term Loan and revolving credit facility, use of proceeds, payment terms, covenants, events of default and security remain unchanged.

 

A copy of the Second Amendment is included as Exhibit 10.1 to this report and is incorporated herein by this reference. The foregoing summary description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 of this report is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company, held on June 10, 2025, the stockholders considered and approved three proposals, each of which is described in more detail in the Company’s 2025 definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2025.

 

At the Annual Meeting, a total of 68,229,203 shares of the Company’s common stock, representing approximately 90.95% of the 75,012,892 shares outstanding and eligible to vote as of the April 16, 2025 record date, were represented in person or by proxy, constituting a quorum. The results detailed below represent the final voting results as certified by the Inspector of Elections:

 

 

 

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Proposal 1

 

The stockholders elected the following seven directors to hold office until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified based on the following votes:

 

Director   For   Withheld   Broker Non-Votes
Howard G. Berger, M.D.   59,789,729   1,530,420   6,909,054
A. Gregory Sorensen, M.D.   58,460,227   2,859,922   6,909,054
Laura P. Jacobs   51,920,870   9,399,279   6,909,054
Lawrence L. Levitt   54,621,454   6,698,695   6,909,054
Gregory E. Spurlock   56,689,679   4,630,470   6,909,054
David L. Swartz   55,012,427   6,307,722   6,909,054

 

Proposal 2

 

The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was approved based on the following votes:

 

For   Against   Abstentions
67,788,289   422,697   18,217

 

Proposal 3

 

The non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers disclosed in the Company’s 2025 definitive proxy statement was approved based on the following votes:

 

For   Against   Abstentions   Broker Non-Votes
50,822,611   10,417,523   80,015   6,909,054

 

Item 7.01. Regulation FD.

 

The Company issued a press release related to the 2025 Incremental Term Loan. The information contained in this Item 7.01 and in Exhibit 99.1 attached to this Report is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Furthermore, such information shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
10.1   Amendment No. 2 to Credit and Guaranty Agreement, dated as of June 11, 2025, by and among Radnet Management, Inc., a California corporation, RadNet, Inc., a Delaware corporation, certain subsidiaries and affiliates of Radnet Management, Inc., as Guarantors, the Lenders and other financial institutions from time to time party thereto, and Barclays Bank PLC, as Administrative Agent and Collateral Agent.
99.1   Press Release dated June 11, 2025.
104   Cover Page Interactive Data File (embedded within the inline XBRL document)

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 12, 2025 RADNET, INC.  
     
       
  By: /s/ Mark Stolper  
  Mark Stolper  
  Chief Financial Officer  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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EX-10.1 2 radnet_ex1001.htm AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENT, DATED AS OF JUNE 11, 2025

Exhibit 10.1

 

INCREMENTAL AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENT

 

INCREMENTAL AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENT, dated as of June 11, 2025 (this “Amendment”), to the Existing Credit Agreement (as defined below), is by and among RADNET MANAGEMENT, INC., a California corporation (the “Borrower”), RADNET, INC., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES AND AFFILIATES OF THE BORROWER, as Guarantors, the undersigned 2025 Incremental Lender (as defined below), and BARCLAYS BANK PLC, as administrative agent and collateral agent under the Existing Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”).

 

RECITALS:

 

1.                   Reference is made to the Third Amended and Restated First Lien Credit and Guaranty Agreement, dated as of April 18, 2024 (as amended by that certain Amendment No. 1 to Credit and Guaranty Agreement, dated as of November 26, 2024, and as further restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and, as amended by this Amendment or as further amended, restated, amended and restated, supplemented or otherwise modified from time to time after the date hereof, the “Credit Agreement”), among Holdings, the Borrower, the Guarantors party thereto, the Lenders from time to time party thereto and the Administrative Agent. Except as otherwise provided herein, all capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement.

 

2.                   The Borrower has requested that the financial institution signatory hereto as a “2025 Incremental Lender” (the “2025 Incremental Lender”) provide, in accordance with Section 2.1(d) of the Existing Credit Agreement, an Incremental Term Loan Commitment to the Borrower in an aggregate principal amount of $100,000,000 (the “2025 Incremental Term Commitment”; the Incremental Term Loans extended under the 2025 Incremental Term Commitment, the “2025 Incremental Term Loans”), and the 2025 Incremental Term Lender has agreed to make the 2025 Incremental Term Commitment available to the Borrower on the Amendment No. 2 Effective Date.

 

3.                   The Borrower has appointed Barclays Bank PLC (the “Amendment No. 2 Lead Arranger”) as lead arranger and bookrunner in connection with this Amendment and the 2025 Incremental Term Loans.

 

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

 

SECTION 1.Amendment of Existing Credit Agreement. Subject to the satisfaction (or waiver in writing by the 2025 Incremental Term Lender) of the conditions precedent set forth in Section 5 hereof, the Existing Credit Agreement is hereby amended (the “Amendments”) as follows:

 

(a)                Schedule 1.1 of the Credit Agreement shall be amended by adding the following new definitions thereto in proper alphabetical order:

 

“2025 Incremental Term Loans” shall have the meaning specified in Amendment No. 2.

 

“Amendment No. 2” means that certain Incremental Amendment No. 2 to Credit and Guaranty Agreement, dated as of June 11, 2025, among the Borrower, the Loan Parties party thereto, the Lenders party thereto, and the Administrative Agent.

 

“Amendment No. 2 Effective Date” means the date on which all of the conditions contained in Section 5 of Amendment No. 2 have been satisfied or waived in accordance with the terms thereof.

 

(b)                The definition of “Initial Term Loan” is amended and restated in its entirety to read as follows:

 

“Initial Term Loan” shall mean, (i) prior to the Amendment No. 1 Effective Date, collectively, the Funded Excess Commitment Initial Term Loans, the Funded Initial Term Loan and the Exchanged Initial Term Loan, (ii) from and after the Amendment No. 1 Effective Date, the 2024 Refinancing Term Loans (it being understood that such term shall refer to the aggregate Initial Term Loan when used in the context of all Term Loan Lenders collectively and a particular Term Loan Lender’s portion of the aggregate Initial Term Loan when used in the context of an individual Term Loan Lender); provided that from and after the Amendment No. 2 Effective Date, “Initial Term Loans” shall include the 2025 Incremental Term Loans made in favor of the Borrower pursuant to Amendment No. 2.

 

 

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(c)                The definition of “Joint Lead Arrangers” is amended and restated in its entirety to read as follows:

 

“Joint Lead Arrangers” shall mean (i) Barclays Bank PLC, Banco Santander, S.A., New York Branch, Capital One, National Association, JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., Truist Securities, Inc. and Wells Fargo Securities, LLC, each in its capacity as a joint lead arranger and joint bookrunner in respect of the Facilities provided herein, (ii) the Amendment No. 1 Lead Arranger, in its capacity as lead arranger in respect of the 2024 Refinancing Term Loans and (iii) Barclays Bank PLC, in its capacity as lead arranger in respect of the 2025 Incremental Term Loans.

 

(d)                Section 2.1(b)(ii) of the Existing Credit Agreement is amended and restated in its entirety to read as follows:

 

(ii)               The Initial Term Loan shall be repaid in consecutive quarterly installments of (A) $2,187,500 on the last day of each March, June, September and December, commencing with September 30, 2024 and ending on March 30, 2025, and (B) from and after the Amendment No. 2 Effective Date, $2,439,389.17 on the last day of each March, June, September and December, commencing with June 30, 2025 (in each case, as such payments may be reduced from time to time as a result of the application of prepayments and repurchases in accordance with Section 2.3).

 

It is understood and agreed by the parties hereto that the foregoing amendments set forth in this Section 1 are limited solely to the extent provided herein and shall not be deemed to constitute an amendment or other modification of any other provision of the Existing Credit Agreement or any of the other Loan Documents.

 

SECTION 2.2025 Incremental Term Loans.

 

(a)                The 2025 Incremental Lender (i) confirms that it has received a copy of the Existing Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, Collateral Agent, Amendment No. 2 Lead Arranger or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other Loan Document; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent or Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

 

(b)                Terms Generally. The 2025 Incremental Lender hereby agrees to make its 2025 Incremental Term Loan in the full amount of the 2025 Incremental Term Commitment on the Amendment No. 2 Effective Date on the following terms and conditions:

 

(i)                 From and after the Amendment No. 2 Effective Date, each 2025 Incremental Lender shall be a Lender for all purposes under the Credit Agreement and the other Loan Documents. The Initial Term Loans and 2025 Incremental Term Loans shall be a single Class of Loans for all purposes under the Credit Agreement and payments (whether optional or mandatory) of the Initial Term Loans or 2025 Incremental Term Loans shall be made on pro rata basis among the Initial Term Loans and 2025 Incremental Term Loans. The 2025 Incremental Term Loans shall (w) constitute a Term Loan Increase of the existing Class of Initial Term Loans outstanding under the Existing Credit Agreement, (x) have identical terms (including with respect to maturity) as the existing Initial Term Loans, (y) shall rank pari passu in right of payment and security with the existing Initial Term Loans and (z) be fungible for U.S. federal income tax purposes with the Initial Term Loans made on the Amendment No. 1 Effective Date. On the Amendment No. 2 Effective Date, the 2025 Incremental Term Loans, notwithstanding anything to the contrary set forth in Section 2.1(b) of the Existing Credit Agreement, shall be added to (and form part of) the outstanding Borrowing of Initial Term Loans. For the avoidance of doubt, as of the Amendment No. 2 Effective Date, each Borrowing of Initial Term Loans has an Interest Period of 3 months ending on August 27, 2025.

 

 

 

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(ii)               Use of Proceeds. The proceeds of the 2025 Incremental Term Loans will be used for (i) the payment of fees, costs, and expenses incurred or payable in connection with this Amendment and (ii) working capital requirements, Capital Expenditures, general corporate purposes, including to finance Permitted Acquisitions and other permitted Investments, earn-out payments, purchase price adjustments and other deferred payments and the payment of any fees, costs, and expenses incurred or payable in connection with any of the foregoing and any other use not prohibited by this Agreement (other than the payment of Restricted Payments).

 

(iii)             Incremental Term Loan Maturity Date. The maturity date for the 2025 Incremental Term Loans shall be the Term Loan Maturity Date.

 

(iv)              Applicable Margin. The Applicable Margin for the 2025 Incremental Term Loans shall be as set forth in the Credit Agreement.

 

(v)                Principal Payments. Borrower shall make principal payments on the 2025 Incremental Term Loans in accordance with Section 2.1(b)(ii) of the Credit Agreement.

 

(vi)              Voluntary and Mandatory Prepayments. Scheduled installments of principal of the 2025 Incremental Term Loans shall be reduced in connection with any voluntary or mandatory prepayments of the Initial Term Loans in accordance with Sections 2.3 of the Credit Agreement.

 

(vii)            Incremental Lenders. The 2025 Incremental Lender acknowledges and agrees that upon its execution of this Amendment and the making of 2025 Incremental Term Loans that such 2025 Incremental Lender shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.

 

(viii)          Incremental Amendment. The 2025 Incremental Lender, the Administrative Agent and the Loan Parties party hereto agree that this Amendment shall constitute an Incremental Amendment pursuant to and in accordance with Section 2.1(d)(vi) of the Existing Credit Agreement and an Incremental Request pursuant to and in accordance with Section 2.1(d)(i) of the Existing Credit Agreement. The Borrower hereby (x) designates that the entire amount of the 2025 Incremental Term Loans is being incurred in reliance on clause (c)(i) of the definition of “Incremental Cap” in the Existing Credit Agreement and (y) represents and warrants that, when calculated on a Pro Forma Basis as of the last day of the most recent Measurement Period ended prior to the date hereof for which Financial Statements are required to be delivered after giving Pro Forma Effect to the incurrence of the 2025 Incremental Term Loans and the use of proceeds thereof, the First Lien Net Leverage Ratio does not exceed 5.00 to 1.00.

 

(ix)              Credit Agreement Governs. Except as set forth in this Amendment, the 2025 Incremental Term Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.

 

(x)                Recordation of the Incremental Loans. Upon execution and delivery hereof, Administrative Agent will record the 2025 Incremental Term Loans made by 2025 Incremental Lender in the Register.

 

(xi)              Administrative Matters. Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all 2025 Incremental Term Loans, when originally made, are a single Class with the outstanding 2024 Refinancing Term Loans for all purposes under the Loan Documents, in each case, as may be accomplished at the discretion of the Administrative Agent. For the avoidance of doubt, the Initial Term Loans and the 2025 Incremental Term Loans shall constitute the same single Class of Loans.

 

SECTION 3.Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of the Loan Parties represents and warrants to the Administrative Agent and the Lenders party hereto, as of the date hereof:

 

(a)                each Loan Party has the requisite power and authority to execute and deliver this Amendment and to perform its obligations under this Amendment and each Loan Document, as amended hereby. The execution and delivery of this Amendment and the performance by each Loan Party of this Amendment and each Loan Document (as amended hereby) to which it is a party have been duly approved by all necessary organizational action of each such Loan Party;

 

 

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(b)                this Amendment has been duly executed and delivered by each Loan Party that is a party hereto and this Amendment is the legally valid and binding obligation of such Loan Party party hereto, enforceable against such Loan Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;

 

(c)                the execution, delivery and performance by the Loan Parties of this Amendment and the other Loan Documents to which they are parties and the consummation of the transactions contemplated by the Amendment and the other Loan Documents do not and will not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to any Loan Party or any of its Restricted Subsidiaries, (ii) any of the Organization Documents of any Loan Party or any of its Restricted Subsidiaries or (iii) any order, judgment or decree of any court or other agency of government binding on any Loan Party or any of its Restricted Subsidiaries; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any Loan Party or any of its Restricted Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of any Loan Party or any of its Restricted Subsidiaries (other than any Liens created under any of the Loan Documents in favor of the Collateral Agent on behalf of the Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of any Loan Party or any of its Restricted Subsidiaries, except for such approvals or consents which have been obtained on or before the Amendment No. 2 Effective Date (as defined below) and except for any such approvals the failure of which to obtain will not have a Material Adverse Effect;

 

(d)                (i) the representations and warranties of the Borrower and the other Loan Parties contained in Article IV of the Existing Credit Agreement are true and correct in all material respects as of the Amendment No. 2 Effective Date (or as of a specific earlier date if such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by the Credit Agreement) (without duplication of any materiality qualifier contained therein) and (ii) no Default or Event of Default has occurred and is continuing or shall exist after immediately giving effect to the 2025 Incremental Term Loans; and

 

(e)                each Loan Party hereby certifies that, (i) the Organization Documents of such Loan Party delivered to the Administrative Agent, or otherwise certified as being accurate, on the Amendment No. 1 Effective Date have not been amended since the Amendment No. 1 Effective Date, (ii) the resolutions of the Loan Party delivered to the Administrative Agent on the date hereof with respect to this Amendment are in full force and effect, without modification, on the date hereof, and (iii) the incumbency and specimen signature of the authorized officers of such Loan Party delivered to the Administrative Agent on the Amendment No. 1 Effective Date continue to remain accurate as of the Amendment No. 2 Effective Date and the individual signing this Amendment on behalf of such Loan Party is a duly elected, qualified and acting officer of such Loan Party holding the office set forth on the signature pages hereto and such signature is true, correct and genuine.

 

SECTION 4.Reaffirmation of the Loan Parties. Each Loan Party hereby consents to this Amendment and the amendments, consents and other modifications to the Existing Credit Agreement effected hereby and confirms and agrees that each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Existing Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that the existing security interests granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties under the Credit Agreement and the other Loan Documents as and to the extent provided in the Loan Documents.

 

SECTION 5.Agreement Effectiveness; Conditions Precedent to Effectiveness. This Amendment shall become effective on the first date when, and only when, each of the applicable conditions set forth below has been satisfied (or waived) in accordance with the terms herein (such date of effectiveness, the “Amendment No. 2 Effective Date”):

 

(a)                The Administrative Agent shall have received counterparts of this Amendment executed and delivered by the Borrower, Holdings, each other Loan Party, the 2025 Incremental Lender and the Administrative Agent.

 

(b)                The Administrative Agent shall have received the resolutions or similar consents adopted by such Loan Party on or prior to the Amendment No. 2 Effective Date, which authorize such Loan Party to enter into this Amendment.

 

 

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(c)                All fees and reasonable, out-of-pocket expenses required to be paid or reimbursed by Holdings and the Borrower in connection with this Amendment, including under any fee letter, for which invoices have been presented a reasonable period of time prior to the Amendment No. 2 Effective Date shall have been paid or reimbursed.

 

(d)                On the Amendment No. 2 Effective Date, (i) after giving effect to the consummation of the transactions contemplated by this Amendment, the Loan Parties and their Restricted Subsidiaries, taken as a whole, are Solvent and (ii) the Administrative Agent shall have received the Solvency Certificate from the Chief Financial Officer of the Borrower.

 

(e)                The representations and warranties in Section 3 of this Amendment shall be true and correct in all material respects as of the Amendment No. 2 Effective Date.

 

(f)                 The Administrative Agent shall have received customary written opinions of Sheppard, Mullin, Richter & Hampton LLP and in-house counsel for the Loan Parties, in each case, dated the Amendment No. 2 Effective Date and addressed to the Administrative Agent and the Lenders as of the Amendment No. 2 Effective Date in form and substance reasonably satisfactory to the Administrative Agent, and the Loan Parties hereby request such counsel to deliver such opinions.

 

(g)                The Administrative Agent shall have received a signed funds flow agreement in form and substance reasonably acceptable to it with respect to the payment of all interest, fees and other amounts to be paid by the Borrower in connection with the consummation of the transactions contemplated hereby on the Amendment No. 2 Effective Date.

 

(h)                The Administrative Agent shall have received a Notice of Term Loan with respect to the Borrowing of the 2025 Incremental Term Loans prior to 11:00 a.m. (New York City time) at least one (1) Business Day prior to the Amendment No. 2 Effective Date (or such later date or time as the Administrative Agent and the 2025 Incremental Lender may accept).

 

SECTION 6.Expense Reimbursement; Indemnification. The provisions of Sections 12.3 and 12.4 of the Existing Credit Agreement are hereby incorporated by reference, mutatis mutandis, as if originally made a part hereof.

 

SECTION 7.Effect of Amendment. On and after the Amendment No. 2 Effective Date, each reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Credit Agreement as amended hereby. Except as expressly provided in this Amendment, nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, or any other Loan Document in similar or different circumstances. On and after the Amendment No. 2 Effective Date, this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. On and after the Amendment No. 2 Effective Date, as used in the Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof’, and words of similar import shall, unless the context otherwise requires, mean the Credit Agreement as amended by this Amendment.

 

SECTION 8.Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except as permitted by Section 12.2 of the Existing Credit Agreement.

 

SECTION 9.Entire Agreement. This Amendment constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. This Amendment shall not constitute a novation of any amount owing under the Existing Credit Agreement and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Existing Credit Agreement and the other Loan Documents shall, to the extent not paid or exchanged on or prior to the Amendment No. 2 Effective Date, continue to be owing under the Credit Agreement or such other Loan Documents until paid in accordance therewith. This Amendment is a Loan Document.

 

SECTION 10.Severability. The provisions of Section 12.7 of the Existing Credit Agreement are hereby incorporated by reference, mutatis mutandis, as if originally made a part hereof.

 

SECTION 11.Counterparts. The provisions of Section 12.12 of the Existing Credit Agreement are hereby incorporated by reference, mutatis mutandis, as if originally made a part hereof.

 

 

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SECTION 12.Governing Law; Submission to Jurisdiction. THE PROVISIONS OF SECTION 12.9 OF THE EXISTING CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE, MUTATIS MUTANDIS, AS IF ORIGINALLY MADE A PART HEREOF.

 

SECTION 13.Waiver of Jury Trial. THE PROVISIONS OF SECTIONS 12.13 OF THE EXISTING CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE, MUTATIS MUTANDIS, AS IF ORIGINALLY MADE A PART HEREOF.

 

SECTION 14.Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

 

[Remainder of page intentionally left blank]

 

 

 

 

 

 

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first set forth above.

 

RADNET, INC.

 

By: /s/ Howard G. Berger, M.D.                     
Name: Howard G. Berger, M.D.
Title: President

 

RADNET MANAGEMENT, INC.

 

By: /s/ Howard G. Berger, M.D.                    
Name: Howard G. Berger, M.D.
Title: President

 

 

 

 

 

 

 

 

 

[Signature Page to Incremental Amendment No. 2 to Credit and Guaranty Agreement]

 

 

     

 

ADVANCED IMAGING PARTNERS, INC.

ADVANCED NA, LLC

ADVANCED RADIOLOGY, LLC

AMERICAN RADIOLOGY SERVICES LLC

AMERICAN RADIOLOGY SERVICES OF DELAWARE, INC.

BEVERLY RADIOLOGY MEDICAL GROUP, INC.

COMMUNITY IMAGING PARTNERS, INC.

DELAWARE IMAGING PARTNERS, INC.

DIAGNOSTIC IMAGING SERVICES, INC.

ERAD, INC.

FRI II, INC.

FRI, INC.

IDE IMAGING PARTNERS, INC.

IMAGE MEDICAL CORPORATION

IMAGING ON CALL, LLC

MID ROCKLAND IMAGING PARTNERS, INC.

NEW JERSEY IMAGING PARTNERS, INC.

PACIFIC IMAGING PARTNERS, INC.

PRONET IMAGING MEDICAL GROUP, INC.

QUESTAR IMAGING, INC.

QUESTAR VICTORVILLE, INC.

RADIOLOGIX, INC.

RADIOLOGY ALLIANCE DELIVERY SYSTEM, LLC

RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC.

RADNET MANAGED IMAGING SERVICES, INC.

CALIFORNIA IMAGING ACQUISITION, INC.

RADNET MANAGEMENT II, INC.

RADNET SUB, INC.

RADSITE, LLC

RAVEN HOLDINGS U.S., INC.

ROLLING OAKS IMAGING CORPORATION

ROLLING OAKS RADIOLOGY, INC.

SOCAL MR SITE MANAGEMENT, INC.

TREASURE COAST IMAGING PARTNERS, INC.

VALLEY IMAGING PARTNERS, INC.



 

By:

/s/ Howard G. Berger, M.D.                                            
Name: Howard G. Berger, M.D.
Title: Vice President of Diagnostic Imaging Services, Inc.,

as Co-President of Pronet Imaging Medical Group, Inc.,

and as President of each of the other above listed entities

 

 

 

 

 

[Signature Page to Incremental Amendment No. 2 to Credit and Guaranty Agreement]

 

 

     

 

BEVERLY RADIOLOGY MEDICAL GROUP, III

 

By: Beverly Radiology Medical Group, Inc., its general partner

 

By: /s/ Howard G. Berger, M.D.                         

Name: Howard G. Berger, M.D.

Title: President

 

By: Breastlink Medical Group, Inc., its general partner

 

By: /s/ Howard G. Berger, M.D.                        

Name: Howard G. Berger, M.D.

Title: President

 

By: Pronet Imaging Medical Group, Inc., its general partner

 

By: /s/ Howard G. Berger, M.D.                       

Name: Howard G. Berger, M.D.

Title: Co-President

 

 

RADAR MEDICAL SYSTEMS, L.L.C.

 

By: Image Medical Corporation, its manager

 

By: /s/ Howard G. Berger, M.D.                      

Name: Howard G. Berger, M.D.

Title: President 

 

ARIZONA IMAGING SERVICES, LLC

 

By: RadNet Management, Inc., its sole member

 

By: /s/ Howard G. Berger, M.D.                     

Name: Howard G. Berger, M.D.

Title: President

 

DEEPHEALTH, INC.

 

By: /s/ Howard G. Berger, M.D.                     

Name: A. Gregory Sorensen

Title: President

 

 

 

 

[Signature Page to Incremental Amendment No. 2 to Credit and Guaranty Agreement]

 

 

     

 

BARCLAYS BANK PLC,

as Administrative Agent

 

 

By: /s/ Ronnie Glenn                           

Name: Ronnie Glenn

Title: Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Incremental Amendment No. 2 to Credit and Guaranty Agreement]

 

 

     

 

BARCLAYS BANK PLC,

as a 2025 Incremental Lender

 

 

By: /s/ Ronnie Glenn                           

Name: Ronnie Glenn

Title: Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Incremental Amendment No. 2 to Credit and Guaranty Agreement]

 

 

     

 

 

 

EX-99.1 3 radnet_ex9901.htm PRESS RELEASE

Exhibit 99.1

 

 

 

RadNet Secures $100 Million Incremental Term Loan to Fund Acquisitions and Corporate Initiatives

 

 

LOS ANGELES, June 11, 2025 (GLOBE NEWSWIRE) -- RadNet, Inc. (NASDAQ: RDNT) (“RadNet”), a national leader in providing high-quality, cost-effective, fixed-site outpatient diagnostic imaging services, today announced that it has entered into Incremental Amendment No. 2 (the “Second Amendment”) to its Third Amended and Restated First Lien Credit and Guaranty Agreement, as amended (the “Existing Credit Agreement” and, as amended by the Second Amendment, the “Credit Agreement”).

 

Pursuant to the Second Amendment, Barclays Bank PLC, as lender, committed to provide RadNet an incremental term loan in the aggregate principal amount of $100.0 million (the “2025 Incremental Term Loan”), which will be added to and form a part of the existing term loan under the Existing Credit Agreement (the “Existing Term Loan,” together with the 2025 Incremental Term Loan, the “Term Loan”). The 2025 Incremental Term Loan will mature on April 18, 2031—coincident with the maturity date of the $868.4 million balance of the Existing Term Loan under the Existing Credit Agreement. Quarterly payments of principal on the Term Loan will be approximately $2.4 million compared to approximately $2.2 million prior to the entry of the Second Amendment. All other terms and covenants of the Credit Agreement (as amended by the Second Amendment) remain unchanged.

 

The proceeds of the 2025 Incremental Term Loan will be used to finance future acquisitions and for other general corporate purposes, providing RadNet with additional flexibility to pursue strategic growth opportunities across its national imaging center network and technology platforms.

 

Mark Stolper, Executive Vice President and Chief Financial Officer of RadNet, commented, “We appreciate the continued support of Barclays and our relationship banks and term-loan lenders. This incremental financing increases our capacity to execute on a pipeline of acquisition opportunities while maintaining our conservative capital structure. The proceeds of approximately $100 million adds to the $717 million cash balance as of March 31, 2025, positioning us to advance our growth strategy and create long-term value for our stockholders.” 

 

 

About RadNet, Inc.

 

RadNet, Inc. is a leading national provider of freestanding, fixed-site diagnostic imaging services in the United States based on the number of locations and annual imaging revenue. RadNet has a network of 401 owned and/or operated outpatient imaging centers. RadNet’s imaging center markets include Arizona, California, Delaware, Florida, Maryland, New Jersey, New York and Texas. In addition, RadNet provides radiology information technology and artificial intelligence solutions marketed under the DeepHealth brand, teleradiology professional services and other related products and services to customers in the diagnostic imaging industry. Together with contracted radiologists, and inclusive of full-time and per diem employees and technologists, RadNet has a total of over 11,000 employees. For more information, visit http://www.radnet.com.

 

Contact:

RadNet, Inc.
Mark Stolper, 310-445-2800
Executive Vice President and Chief Financial Officer