DENTSPLY SIRONA Inc. 8-K

What Happened
DENTSPLY SIRONA Inc. (XRAY) filed an 8‑K (Item 1.01) on December 24, 2025 disclosing amendments to its revolving credit facility and multiple note purchase agreements. The Second Amendment to the Credit Agreement (with JPMorgan Chase Bank, N.A. as administrative agent) and three Note Purchase Agreement Amendments revise financial covenants, modify EBITDA and debt definitions, add a restricted‑payments prohibition (with exceptions), and add interest rate adjustment provisions tied to leverage thresholds. The company says the changes are intended to allow it to maintain compliance with its debt covenants.

Key Details

• Effective date: December 24, 2025 (amendments to credit and note agreements).
• New Total Leverage Ratio caps (Consolidated Debt / Consolidated EBITDA): 4.25x for the four quarters ending Dec 31, 2025–Jun 30, 2026; stepping down to 4.00x (Q3–Q4 2026), 3.75x (Q1–Q2 2027), and 3.50x from Q3 2027 onward.
• New Senior Leverage Ratio caps (excluding subordinated debt): 3.25x for Dec 31, 2025–Jun 30, 2026; 3.00x (Q3–Q4 2026), 2.75x (Q1–Q2 2027), and 2.50x from Q3 2027 onward.
• EBITDA addback limits for announced efficiency initiatives: $25.0M (Q1 2025), $5.0M (Q2 2025), $17.0M (Q3 2025), and $75.0M aggregate for Q4 2025 through Q4 2026.
• The definition of “Debt” was changed to exclude obligations under swap agreements for leverage calculations. Note purchase amendments also include interest rate adjustments if leverage exceeds specified thresholds.

Why It Matters
These amendments formally set the company’s covenant glide‑path and measurement rules that lenders will use to assess leverage. For investors, the changes (including explicit numerical caps and limited EBITDA addbacks) clarify the near‑term financial targets DENTSPLY SIRONA must meet to avoid covenant breaches or higher financing costs. Excluding swaps from “Debt” and limiting restructuring addbacks may provide more flexibility in remaining compliant, while the new restricted‑payment covenant could constrain dividends or share repurchases unless exceptions apply.