[8-K] Myriad Genetics Inc Reports Material Event

Rhea-AI Filing Summary

Myriad Genetics (MYGN) filed an 8-K disclosing a new secured Credit Agreement with OrbiMed Royalty & Credit Opportunities IV, LP.

• Size & Funding: $200 million facility consisting of (i) a $125 million term loan funded 31 Jul 25 and (ii) up to $75 million in delayed-draw loans available until 30 Jun 27.
• Cost of debt: interest equals the greater of 1-mo SOFR or 2.50% plus a 6.50% margin, establishing a current floor rate of 9.0%.
• Maturity & amortisation: facility matures 31 Jul 30. Quarterly principal amortisation of 2.5% of the 31 Jul 29 balance starts 30 Sep 29.
• Optional/Mandatory prepayment: voluntary prepay allowed subject to premiums; mandatory with certain asset sale or debt proceeds, plus exit fee & accrued interest.
• Security & guarantees: first-lien on substantially all assets of the parent and material subsidiaries; guaranty by those subsidiaries.
• Financial covenant: minimum TTM revenue test beginning Dec 25 at $615 m, stepping up quarterly to $974 m by Dec 29.
• Covenants & defaults: customary limitations on liens, debt, asset sales, investments, restricted payments, M&A, hedging; standard default triggers and change-of-control clause.
• Use of proceeds: working capital, general corporate purposes and refinancing of existing indebtedness.

No earnings data were provided; the filing principally affects liquidity, leverage and covenant structure.

Positive

• Immediate $125 million cash infusion strengthens short-term liquidity for working capital and debt refinancing.
• Additional $75 million delayed-draw option provides funding flexibility through mid-2027.

Negative

• High minimum 9% interest cost increases annual expense, pressuring margins.
• First-lien on substantially all assets restricts future borrowing capacity and subordinates existing unsecured creditors.
• Escalating revenue covenant demands growth to $974 m by 2029, creating potential default risk if targets are missed.

Insights

Corporate Debt Analyst

TL;DR: MYGN gains $125 m liquidity but assumes high-cost, covenant-heavy secured debt; leverage flexibility tightens, revenue covenants bite by Dec 25.

The 9%+ all-in rate reflects MYGN’s non-investment-grade profile and rising rate backdrop. Access to another $75 m gives optionality, yet the lien on substantially all assets subordinates existing unsecured creditors and limits future borrowing capacity. The step-up revenue covenant requires ~58% growth from the FY-23 run-rate (~$615 m vs. $974 m by 4Q-29), pressuring management to sustain expansion or refinance early. Prepayment premiums and exit fees add cost if the company delevers. Overall, the agreement bolsters near-term liquidity but raises medium-term refinancing and covenant-breach risk.

Portfolio Manager

TL;DR: Liquidity positive today, but 9% debt and tight covenants curb equity upside and raise downside risk.

Equity holders gain runway for pipeline investment and refinancing of legacy debt, yet the secured structure and revenue tests cap strategic flexibility. Failure to hit covenant ramps could trigger accelerated repayment just as amortisation starts. The neutral rating reflects balanced benefits and risks; impact hinges on execution against growth targets.

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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):  July 31, 2025

MYRIAD GENETICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-26642

87-0494517

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

322 North 2200 West

Salt Lake City, Utah 84116

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (801) 584-3600

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(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

MYGN

Nasdaq Global Select Market

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 July 31, 2025 (the “Closing Date”), Myriad Genetics, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) with the lenders from time to time party thereto (“Lenders”), and OrbiMed Royalty & Credit Opportunities IV, LP, as administrative agent (in such capacity, “Administrative Agent”) and as initial lender, consisting of a $200 million term loan credit facility with an initial term loan (the “Initial Loan”) in a maximum principal amount of $125 million, which amount was funded on the Closing Date, and delayed draw term loans (the “Delayed Draw Loans” and together with the Initial Loan, the “Loans”) at the election of the Company on or prior to June 30, 2027, in a maximum principal amount of $75 million (the “Credit Facility”). The proceeds of the Credit Facility were or will be used for the working capital needs and general corporate purposes of the Company and its subsidiaries, including, without limitation, refinancing existing indebtedness.

The Credit Facility matures on July 31, 2030 (the “Maturity Date”). Loans outstanding under the Credit Facility will bear interest at a rate per annum equal to (x) the greater of the one-month SOFR Rate and 2.50% plus (y) an applicable margin of 6.50%. Commencing on September 30, 2029, and on the last business day of each fiscal quarter thereafter, the Company is required to make a scheduled principal payment equal to 2.50% of the unpaid principal amount of the loans outstanding on the fourth anniversary of the Closing Date, together with any applicable exit fee and repayment premium.

The Company may elect to prepay all or any portion of the amounts owed prior to the Maturity Date subject to a repayment premium. The Credit Facility is also subject to customary mandatory prepayments with the proceeds of indebtedness and certain asset sales and casualty events. In addition to the repayment premium referenced above, voluntary and mandatory prepayments and all other payments of the Credit Facility must also be accompanied by payment of accrued interest on the principal amount repaid or prepaid. The Credit Facility is also subject to other customary fee arrangements.

The obligations of the Company are guaranteed by certain of the Company’s material subsidiaries (the “Guarantors”) pursuant to a Guarantee. The obligations of the Company and the Guarantors under the Credit Agreement and Guarantee are secured by substantially all of the assets of the Company and the Guarantors under a Pledge and Security Agreement entered into with the Administrative Agent (the “Security Agreement”).

The Credit Agreement requires the Company and its subsidiaries, on a consolidated basis, to comply with a minimum trailing twelve-month revenue test as of the end of each month, commencing with the month ending December 31, 2025 at $615 million and increasing quarterly to $974 million beginning on December 31, 2029 and thereafter. In addition, the Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to incur liens, incur indebtedness, dispose of assets, make investments, make certain restricted payments, merge or consolidate and enter into certain speculative hedging arrangements. The Credit Agreement includes a number of customary events of default, including, among other things, nonpayment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults, material judgment defaults and the occurrence of a change of control. If any event of default occurs (subject, in certain instances, to specified grace periods), the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Credit Facility may become due and payable immediately.

The foregoing description of the Credit Agreement and the Security Agreement are qualified in its entirety by reference to the complete terms and conditions of the Credit Agreement and the Security Agreement, which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

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

The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the Credit Agreement is incorporated herein by reference.

ITEM 8.01 Other Events.

On July 31, 2025, the Company issued a press release announcing the entry into the Credit Agreement which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01    Financial Statements and Exhibits.

Exhibit Number						Description
10.1						Credit Agreement dated July 31, 2025 among Myriad Genetics, Inc., the lenders from time to time party thereto, and OrbiMed Royalty & Credit Opportunities IV, LP, as the administrative agent and initial lender.
10.2						Pledge and Security Agreement dated July 31, 2025, among Myriad Genetics, Inc., each of the other Guarantors and OrbiMed Royalty & Credit Opportunities IV, LP, as administrative agent for the secured parties.
99.1						Press Release dated July 31, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

			MYRIAD GENETICS, INC.
Date: July 31, 2025			By:			/s/ Scott J. Leffler
						Scott J. Leffler
						Chief Financial Officer

FAQ

What is the size of Myriad Genetics' new credit facility (MYGN)?

The agreement provides a $200 million term loan facility: $125 million funded at closing and up to $75 million delayed-draw until 30 Jun 27.

What interest rate will MYGN pay on the new loan?

The rate equals the greater of 1-month SOFR or 2.50% plus a 6.50% margin, setting a current floor of roughly 9.0% per annum.

When does the credit facility mature and when do amortisation payments begin?

Maturity is 31 Jul 2030. Quarterly principal payments of 2.5% of the 4-year balance start on 30 Sep 2029.

What financial covenant is included in the agreement?

MYGN must meet a minimum trailing-twelve-month revenue test beginning Dec 25 at $615 m, rising quarterly to $974 m by Dec 29.

How will Myriad Genetics use the proceeds from this loan?

Funds will support working capital, general corporate purposes and refinancing of existing indebtedness.

Can MYGN prepay the loan early?

Yes, but voluntary prepayments require repayment premiums plus accrued interest; mandatory prepayment applies to asset sale or debt proceeds.