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  4. [8-K] Lumexa Imaging Holdings, Inc. Reports Material Event

Lumexa Imaging (LMRI) amends $823M term loan and $250M revolving credit deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lumexa Imaging Holdings, Inc. has amended its main debt facilities through an updated credit agreement for its subsidiaries. The new structure includes a secured term loan of approximately $823 million, called the Replacement Term Loan, and a secured revolving credit facility of $250 million.

Both facilities bear interest at the borrowers’ option at SOFR plus 2.50% or the Prime Rate plus 1.50%. The Replacement Term Loan matures in December 2032, while the Amended Revolving Credit Facility matures in December 2030, extending the company’s debt maturity profile.

The agreement imposes restrictive covenants on subsidiary actions such as incurring additional debt and paying dividends, and introduces a financial covenant if revolving exposure exceeds 40% of the revolver’s principal. In that case, Lumexa’s consolidated net leverage ratio must not exceed 7.50 to 1, with standard lender remedies available after an event of default.

Positive

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Negative

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Insights

Lumexa refinances into a large secured term loan and revolver with leverage-based covenants.

Lumexa Imaging Holdings has implemented an amended credit agreement built around an approximately $823 million secured term loan and a $250 million secured revolving facility. Both are priced at SOFR plus 2.50% or Prime plus 1.50%, with long-dated maturities in December 2032 and December 2030, respectively.

The facilities are guaranteed by substantially all wholly-owned subsidiaries and secured by substantially all of their assets, increasing lender protection while constraining the group with restrictive covenants. A key feature is a leverage test that activates only if revolving usage exceeds 40% of the revolver’s principal, then requiring a consolidated net leverage ratio at or below 7.50 to 1.

From an investor perspective, this structure clarifies Lumexa’s debt costs and timelines while highlighting reliance on secured borrowing and covenant compliance. Future company filings covering quarterly periods will show whether revolving utilization approaches the 40% threshold that triggers the financial covenant and how leverage trends against the 7.50 to 1 limit.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Replacement Term Loan size approximately $823 million Secured term loan facility under Amended Credit Agreement
Amended Revolving Credit Facility size $250 million Secured revolving line of credit
SOFR margin SOFR + 2.50% Interest option on term loan and revolver
Prime Rate margin Prime Rate + 1.50% Interest option on term loan and revolver
Term loan maturity December 2032 Replacement Term Loan final maturity date
Revolver maturity December 2030 Amended Revolving Credit Facility final maturity date
Leverage covenant threshold 7.50 to 1 Maximum consolidated net leverage ratio when covenant is triggered
Revolver usage trigger 40% Revolving exposure threshold that activates leverage covenant
Replacement Term Loan financial
"provides for (i) a secured term loan facility of approximately $823 million (the “Replacement Term Loan”)"
Amended Revolving Credit Facility financial
"and (ii) a secured revolving line of credit of $250 million (the “Amended Revolving Credit Facility”)"
An amended revolving credit facility is a company’s existing line of short‑term bank borrowing that has been renegotiated or changed — think of it like a business credit card whose limits, interest rate, or rules have been updated. Investors care because the amendments affect how easily and cheaply the company can access cash, how much debt it can take on, and what financial restrictions it must follow; those changes can influence growth plans, dividend capacity, and default risk.
SOFR financial
"will bear interest at a rate per annum equal to, at the option of the Borrowers, SOFR plus 2.50%"
The Secured Overnight Financing Rate (SOFR) is a market benchmark that measures the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Investors watch SOFR because it acts like a speedometer for short-term interest costs—affecting loan rates, bond yields and the pricing of interest-rate contracts—so movements change borrowing expenses, cash returns and the value of interest-sensitive investments.
Prime Rate financial
"or the Prime Rate plus 1.50%, and will mature in December 2032"
The prime rate is the interest rate banks typically charge their most creditworthy customers for short-term loans and serves as a common baseline for many other interest rates. Think of it as a price tag for borrowing: when the prime rate rises, costs for business loans, mortgages and consumer credit usually go up, which can slow spending, squeeze profits and influence stock prices and interest-sensitive sectors.
consolidated net leverage ratio financial
"the Company’s consolidated net leverage ratio on the last day of the test period shall not exceed 7.50 to 1"
The consolidated net leverage ratio measures how much debt a company carries compared with the cash it generates from core operations, calculated by taking total borrowings minus cash and dividing by annual operating profit. Like comparing a household’s mortgage balance to its yearly income, it tells investors how many years of operating profit would be needed to pay off net debt and thus gauges financial risk, flexibility to invest, and capacity to weather downturns.
event of default financial
"Failure to comply with these covenants could constitute an event of default"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
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Understanding 8-K Material Events →
false 0002071288 0002071288 2026-06-30 2026-06-30
 
 

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 30, 2026

 

 

Lumexa Imaging Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-43010   41-2605845

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

4200 Six Forks Road  
Suite 1000  
Raleigh, North Carolina   27609
(Address of Principal Executive Offices)   (Zip Code)

(919) 763-1100

(Registrant’s telephone number, including area code)

Not applicable

(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

  

Name of each exchange

on which registered

Common Stock, $0.001 par value per share   LMRI   The Nasdaq Stock Market LLC

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 30, 2026, Lumexa Imaging, Inc. and Lumexa Imaging Outpatient, Inc. (collectively, the “Borrowers”), each an indirect wholly-owned subsidiary of Lumexa Imaging Holdings, Inc. (the “Company”), the other Loan Parties party thereto, the Lenders party thereto and Barclays Bank PLC, as administrative agent, entered into an amendment to their existing Credit Agreement (as so amended, the “Amended Credit Agreement”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Amended Credit Agreement.

The Amended Credit Agreement provides for (i) a secured term loan facility of approximately $823 million (the “Replacement Term Loan”) and (ii) a secured revolving line of credit of $250 million (the “Amended Revolving Credit Facility”). The Replacement Term Loan will bear interest at a rate per annum equal to, at the option of the Borrowers, SOFR plus 2.50% or the Prime Rate plus 1.50%, and will mature in December 2032. The Amended Revolving Credit Facility will bear interest at a rate per annum equal to, at the option of the Borrowers, SOFR plus 2.50% or the Prime Rate plus 1.50% (subject to reduction upon the achievement of certain senior secured net leverage ratios), and will mature in December 2030. The Amended Credit Agreement contains various restrictive covenants that limit the ability of the Company’s subsidiaries to incur additional debt, pay dividends and other distributions, and engage in certain other transactions as specified therein. The Amended Credit Agreement also contains a financial covenant that must be met if outstanding revolving credit exposure exceeds 40% of the aggregate principal amount of the Amended Revolving Credit Facility on the last day of the applicable quarterly reporting period. If the covenant is triggered, the Company’s consolidated net leverage ratio on the last day of the test period shall not exceed 7.50 to 1. Failure to comply with these covenants could constitute an event of default notwithstanding the ability of the Company’s subsidiaries to meet their debt service obligations. The Amended Credit Agreement includes various customary remedies for the Lenders following an event of default. The Amended Credit Agreement is guaranteed by substantially all wholly-owned subsidiaries of the Company and is secured by substantially all of their assets, subject to certain exceptions.

The foregoing description of the Amended Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 7 to the Amended Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

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 under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.		    Description
10.1    Amendment No. 7 to Credit Agreement, dated as of June 30, 2026, among Lumexa Imaging, Inc. and Lumexa Imaging Outpatient, Inc., as borrowers, Lumexa Imaging Intermediate Holdings, Inc. and Lumexa Imaging Outpatient Intermediate Holdings, Inc., as holding entities, the other Loan Parties party thereto, the Lenders party thereto and Barclays Bank PLC, as administrative agent.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

 

    LUMEXA IMAGING HOLDINGS, INC.
Date: June 30, 2026     By:  

/s/ J. Anthony Martin

    Name:   J. Anthony Martin
    Title:   Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Lumexa Imaging Holdings (LMRI) change in its credit agreement?

Lumexa Imaging Holdings amended its main debt agreement for its subsidiaries, creating a secured Replacement Term Loan of approximately $823 million and a secured $250 million Amended Revolving Credit Facility, both with variable interest based on SOFR or the Prime Rate and long-dated maturities.

How large are the new Lumexa (LMRI) loan and revolving credit facilities?

The amended agreement provides an approximately $823 million secured Replacement Term Loan and a secured $250 million Amended Revolving Credit Facility. Together, they define Lumexa’s primary borrowing capacity under this arrangement, backed by guarantees from substantially all wholly-owned subsidiaries and secured by substantially all of their assets.

What interest rates apply to Lumexa (LMRI) under the Amended Credit Agreement?

Both the Replacement Term Loan and the Amended Revolving Credit Facility bear interest at the borrowers’ option at SOFR plus 2.50% per year or the Prime Rate plus 1.50% per year, with potential reductions on the revolver margin once certain senior secured net leverage ratios are achieved.

When do Lumexa’s (LMRI) amended loan facilities mature?

Under the Amended Credit Agreement, the approximately $823 million secured Replacement Term Loan matures in December 2032, while the $250 million Amended Revolving Credit Facility matures earlier, in December 2030, giving Lumexa a defined schedule for repaying or refinancing its secured borrowings.

What key financial covenant does Lumexa (LMRI) face on its revolving facility?

A financial covenant applies if outstanding revolving credit exposure exceeds 40% of the $250 million Amended Revolving Credit Facility at quarter-end. When triggered, Lumexa’s consolidated net leverage ratio must not be greater than 7.50 to 1, or an event of default may occur under the agreement.

How restrictive are the covenants in Lumexa’s (LMRI) Amended Credit Agreement?

The Amended Credit Agreement limits subsidiaries’ ability to incur additional debt, pay dividends or distributions, and undertake certain transactions. It also provides customary lender remedies following an event of default, reflecting the secured and guaranteed nature of the facilities and the lenders’ focus on preserving collateral value.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents