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Novanta (NASDAQ: NOVT) sets up $200M delayed draw term loan to 2030

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

Rhea-AI Filing Summary

Novanta Inc. amended its main credit agreement to add $200.0 million in delayed draw term loan commitments. This new facility can be drawn at the company’s option for up to six months after May 15, 2026, giving additional funding flexibility.

The Delayed Draw Term Loans will mature on June 27, 2030 and bear interest at either the Base Rate plus 0.00%-0.75% or SOFR/SONIA/EURIBOR plus 1.00%-1.75%, depending on Novanta’s consolidated leverage ratio. The loans amortize quarterly starting with the fiscal quarter ending September 25, 2026, initially at 0.625% of outstanding U.S. dollar term loans, increasing to at least 1.25% from late June 2027. Novanta will also pay a commitment fee on undrawn amounts, and its incremental term loan and revolver capacity are reset from the amendment date.

Positive

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Insights

Novanta adds a $200M delayed draw term loan, extending debt flexibility to 2030.

The amendment creates $200.0 million of Delayed Draw Term Loans available for six months after May 15, 2026. This structure lets Novanta commit long-dated funding capacity without taking all the debt onto its balance sheet immediately.

Pricing is tied to the company’s consolidated leverage ratio, using either the Base Rate plus up to 0.75% or SOFR/SONIA/EURIBOR plus up to 1.75%. Quarterly amortization starts in the quarter ending September 25, 2026 and steps up after June 25, 2027, which gradually reduces principal.

The reset of incremental term loan and revolving capacity from the amendment date may support future financing needs under the same agreement. Actual balance sheet impact will depend on how much of the $200.0 million commitment Novanta chooses to draw during the availability window.

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.
Delayed draw term loan commitments $200.0 million 2026 Delayed Draw Term Loan Commitments under amended Credit Agreement
Availability period 6 months Loans available to draw for six months after May 15, 2026
Maturity date June 27, 2030 Final maturity of Delayed Draw Term Loans
Base Rate margin range 0.00%–0.75% per annum Spread over Base Rate based on consolidated leverage ratio
SOFR/SONIA/EURIBOR margin range 1.00%–1.75% per annum Spread over benchmark rates based on consolidated leverage ratio
Initial quarterly amortization rate 0.625% Of principal amount of outstanding U.S. dollar term loans through June 25, 2027
Later quarterly amortization rate 1.25% Of principal amount of outstanding U.S. dollar term loans after June 25, 2027
Exhibit 10.1 Second Amendment to Credit Agreement Filed as material definitive agreement dated May 15, 2026
Delayed Draw Term Loans financial
"the U.S. dollar term loans funded thereunder, the “Delayed Draw Term Loans”"
A delayed draw term loan is a pre-arranged loan where a lender agrees in advance to provide a specified amount of money that the borrower can take out in one or more installments over a set period. Think of it as an approved credit line you only tap when needed; once drawn, it becomes debt that adds interest and repayment obligations. Investors watch these loans because drawing them changes a company’s cash on hand, increases its debt and interest costs, and can signal funding needs or planned spending that affect financial risk and future profits.
Base Rate financial
"bear interest at (i) the Base Rate (as defined in the Credit Agreement)"
The base rate is the primary interest rate set by a central authority or used as a benchmark for pricing loans, savings and other financial products. Think of it as the anchor in a floating system: when the base rate moves, borrowing costs, corporate financing and consumer spending tend to shift too, which can change company profits and investor returns across the market.
SOFR financial
"or (ii) SOFR, SONIA or EURIBOR, as applicable, plus a margin"
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.
SONIA financial
"or (ii) SOFR, SONIA or EURIBOR, as applicable, plus a margin"
SONIA is the Sterling Overnight Index Average, the market benchmark that reflects the average interest rate banks pay to borrow British pounds overnight. Think of it like the overnight hotel rate for cash: it shows the short‑term cost of money and is used as a reference price for loans, bonds and interest-rate contracts, so movements in SONIA affect borrowing costs, contract values and investor returns.
EURIBOR financial
"or (ii) SOFR, SONIA or EURIBOR, as applicable, plus a margin"
Euribor is the benchmark interest rate at which banks in the eurozone lend short-term money to one another and is published for several maturities (overnight to one year). Investors watch it because it forms the baseline for many loans, mortgages, bonds and derivatives—like the temperature reading that helps predict how hot borrowing costs and returns will be across the market.
consolidated leverage ratio financial
"in each case as determined by reference to the Company’s consolidated leverage ratio"
A consolidated leverage ratio measures a business group's total debt compared with its ability to pay, by using combined figures for the parent company and its subsidiaries. Think of it like comparing the total mortgage across all properties you own to your overall income or net worth; investors use it to judge how risky the company’s capital structure is and how vulnerable it may be to rising interest rates or income drops.
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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): May 15, 2026

NOVANTA INC.

(Exact name of registrant as specified in is charter)

 

New Brunswick, Canada

001-35083

98-0110412

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

125 Middlesex Turnpike

Bedford, Massachusetts

01730

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 266-5700

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 shares, no par value

 

NOVT

 

Nasdaq Global Select Market

6.50% Tangible Equity Units

 

NOVTU

 

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 May 15, 2026 (the “Second Amendment Effective Date”), Novanta Inc. (the “Company”), Novanta Corporation (the “Lead Borrower”), Novanta UK Investments Holding Limited (the “U.K. Borrower”), Novanta Europe GmbH (the “German Borrower” and, together with the Company, the Lead Borrower and the U.K. Borrower, the “Borrowers”) and certain wholly-owned subsidiaries of the Company (the “Guarantors”) entered into the Second Amendment to Fourth Amended and Restated Credit Agreement (the “Second Amendment”), with Bank of America, N.A., as Administrative Agent and lender, and the other lenders party thereto, which amends that certain Fourth Amended and Restated Credit Agreement dated as of June 27, 2025 (as amended, the “Credit Agreement”).

The Second Amendment, among other things, amends the Credit Agreement to establish $200.0 million of delayed draw term loan commitments (the “2026 Delayed Draw Term Loan Commitments”, and the U.S. dollar term loans funded thereunder, the “Delayed Draw Term Loans”), which will be available for borrowing at the Company’s option for up to six months after the Second Amendment Effective Date. The Delayed Draw Term Loans will mature on June 27, 2030 and shall bear interest at (i) the Base Rate (as defined in the Credit Agreement) plus a margin ranging from 0.00% to 0.75% per annum or (ii) SOFR, SONIA or EURIBOR, as applicable, plus a margin ranging between 1.00% and 1.75% per annum, in each case as determined by reference to the Company’s consolidated leverage ratio. In addition, the Company is obligated to pay a commitment fee on the undrawn 2026 Delayed Draw Term Loan Commitments. The Delayed Draw Term Loans will amortize in equal quarterly installments commencing on or around the last business day of the fiscal quarter ending September 25, 2026 at a rate (i) in the case of such amortization payments made on or prior to June 25, 2027, an amount not less than 0.625% of the principal amount of all U.S. dollar term loans outstanding and (ii) in the case of such amortization payments made thereafter, at a rate not less than 1.25% of the principal amount of all U.S. dollar term loans outstanding.

The Second Amendment also amends the Credit Agreement to reset term loan and revolving commitment incremental capacity to be measured from and after the Second Amendment Effective Date.

The foregoing summary of the terms of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the provisions of the Second Amendment, a copy of which is attached to this Current Report on Form 8-K 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 in Item 1.01 in connection with the Agreement is incorporated in this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

Description

 10.1

Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of May 15, 2026, by and among the Company, Novanta Corporation, Novanta UK Investments Holding Limited, Novanta Europe GmbH, the Guarantors, Bank of America, N.A., as Administrative Agent, and the other parties thereto. (Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule and exhibit to the Securities and Exchange Commission upon request.)

 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 thereunto duly authorized.

 

Novanta Inc.

Date: May 15, 2026

By:

/s/ Robert J. Buckley

Robert J. Buckley

Chief Financial Officer

 

 

 

 


FAQ

What new financing did Novanta Inc. (NOVT) secure in this 8-K?

Novanta secured $200.0 million of delayed draw term loan commitments through a Second Amendment to its existing credit agreement. The company can optionally draw these loans for six months after May 15, 2026, adding long-term funding capacity.

When do Novanta’s new Delayed Draw Term Loans mature?

The Delayed Draw Term Loans will mature on June 27, 2030. This aligns the new borrowing capacity with the existing Fourth Amended and Restated Credit Agreement, providing several years of potential term funding for Novanta’s corporate needs.

How is interest calculated on Novanta (NOVT) Delayed Draw Term Loans?

Interest is based on either the Base Rate plus a 0.00%-0.75% margin or SOFR, SONIA, or EURIBOR plus a 1.00%-1.75% margin. The applicable margin depends on Novanta’s consolidated leverage ratio under the credit agreement.

When do the Novanta Delayed Draw Term Loans start amortizing?

The loans begin amortizing in equal quarterly installments on or around the last business day of the fiscal quarter ending September 25, 2026. Initial installments are at least 0.625% of outstanding U.S. dollar term loans, rising to at least 1.25% later.

Does Novanta pay fees on undrawn Delayed Draw Term Loan commitments?

Yes. Novanta must pay a commitment fee on any undrawn portion of the $200.0 million 2026 Delayed Draw Term Loan Commitments. This fee compensates lenders for making capital available even before the loans are actually drawn.

What else changed in Novanta’s credit agreement with this amendment?

The amendment also resets incremental capacity for term loans and revolving commitments to be measured from the Second Amendment Effective Date. This affects how much additional debt Novanta may incur under the same syndicated facility going forward.

Filing Exhibits & Attachments

2 documents