INTEGRA LIFESCIENCES HOLDINGS CORPORATION (NASDAQ:IART) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets
As previously announced on May 11, 2017, Integra LifeSciences Holdings Corporation, a Delaware corporation (the “Company” or “Integra”), entered into an asset purchase agreement (the “Purchase Agreement”) with DePuy Synthes, Inc., a Delaware corporation (“DePuy Synthes”) and a wholly-owned subsidiary of Johnson & Johnson, to which the Company agreed to acquire certain assets, and assume certain liabilities, of Johnson & Johnson’s Codman neurosurgery business (the “Acquisition”).
On October 2, 2017, upon the terms and subject to the conditions set forth in the Purchase Agreement, the Acquisition was completed. Under the terms of the Purchase Agreement, the Company paid an aggregate purchase price of $1,044,218,000, subject to purchase price adjustments for certain inventory changes. The assets and liabilities subject to the Acquisition relate to the research, development, manufacture, marketing, distribution and sale of certain products of Johnson & Johnson’s Codman business used in connection with neurosurgery procedures.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Purchase Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on May 15, 2017 and the terms of which are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On October 2, 2017, the Company borrowed $700 million under that certain Fourth Amended and Restated Credit Agreement, dated as of December 7, 2016 (the “Credit Agreement”) among the Company, a syndicate of lending banks, and Bank of America, N.A., as Administrative Agent. The $700 million was borrowed under the delayed draw term loan A facility that, as previously reported, was established on March 31, 2017 by the Company’s entry into the first amendment to the Credit Agreement. The Company’s ability to borrow the delayed draw term loans was conditioned upon its satisfaction of certain customary closing conditions, which, as of October 2, 2017, have been satisfied.
The credit facility requires the Company to maintain various financial covenants, including a maximum consolidated total leverage ratio and a minimum consolidated interest coverage ratio. The credit facility also contains customary affirmative and negative covenants, including those that limit Integra’s and its subsidiaries’ ability to incur additional debt, incur liens and make investments.
Item 7.01 Regulation FD Disclosure
On October 2, 2017, the Company issued a Press Release announcing, among other things, completion of the Acquisition, which is attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference. The information contained herein, including the attached press release, is furnished to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
To be filed by amendment not later than 71 calendar days after the date this Current Report is required to be filed.
(b) Pro Forma Financial Information
To be filed by amendment not later than 71 calendar days after the date this Current Report is required to be filed.
(d) Exhibits
INTEGRA LIFESCIENCES HOLDINGS CORP ExhibitEX-99.1 2 pressreleasefiledoctober20.htm EXHIBIT 99.1 Exhibit Integra LifeSciences Completes the Acquisition of Codman Neurosurgery Business from Johnson & JohnsonPlainsboro,…To view the full exhibit click here
About INTEGRA LIFESCIENCES HOLDINGS CORPORATION (NASDAQ:IART)
Integra LifeSciences Holdings Corporation is a medical technology company. The Company focuses on the development, manufacturing and marketing of surgical implants and medical instruments. Its products are used in neurosurgery, extremity reconstruction, orthopedics and general surgery. Its segments include Specialty Surgical Solutions, which offers products, including specialty surgical instrumentation for a range of specialties. Its product category includes products and solutions for dural repair, precision tools and instruments, tissue ablation and neuro critical care, including product portfolios used in neurosurgery operation suites and critical care units, and Orthopedics and Tissue Technologies, which offers products of a combination of differentiated regenerative technology products for soft tissue repair and tissue regeneration products, and small bone fixation and joint replacement hardware products for both upper extremities and lower extremities.
