BioTelemetry,Inc. (NASDAQ:BEAT) Files An 8-K Entry into a Material Definitive Agreement
Item 2.03. Entry into a Material Definitive Agreement.

On July12, 2017, in connection with the closing of the acquisition of LifeWatch AG (“LifeWatch”), a Swiss corporation (as described below), BioTelemetry,Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) with Suntrust Bank, as agent (the “Agent”) for the lenders (the “Lenders”), and as a Lender and swingline lender. to the Credit Agreement, the Lenders agreed to make loans (the “Loans”) to the Company as follows; (i)a term loan (funded on July12, 2017) in an aggregate principal amount equal to $205,000,000, the proceeds of which were used to (a)refinance existing indebtedness of the Company and its subsidiaries (including indebtedness of LifeWatch) in the amount of approximately $28,000,000, (b)pay a portion of the consideration for the acquisition of LifeWatch, and (c)pay related transaction fees and expenses of the acquisition of LifeWatch; and (ii)a $50,000,000 revolving credit facility for ongoing working capital purposes, which remains undrawn.

The Loans bear interest at an annual rate, at the election of the Company, of (i)with respect to LIBOR rate loans, LIBOR plus the applicable margin and (ii)with respect to base rate loans, the Base Rate (the “prime rate” as published in the Wall Street Journal plus the applicable margin). The applicable margin is determined by reference to the Company’s Consolidated Total Net Leverage Ratio, as defined in the Credit Agreement. Currently, the applicable margin is 2.00% for LIBOR loans and 1.00% for base rate loans.

The outstanding principal of the loan will be paid as follows:

· Beginning October1, 2019, the remaining $16,562,500 was required to be paid in full on or before December30, 2019 (or such earlier date upon an acceleration of the loans by Lenders upon an event of default or termination by the Company).

Item 2.03. Completion of Acquisition or Disposition of Assets

As previously disclosed, on April9, 2017, the Company, Cardiac Monitoring Holding Company, LLC (“Cardiac”), a Delaware limited liability company and a wholly owned subsidiary of the Company, and LifeWatch entered into a transaction agreement (the “Transaction Agreement”) governing the proposed acquisition by the Company of all of the outstanding shares of LifeWatch with a nominal value of CHF1.30 each (each a “LifeWatch Share” and collectively “LifeWatch Shares”).

to the terms of the Transaction Agreement, Cardiac launched a public tender offer (the“Offer”) in Switzerland to acquire all of the outstanding shares of LifeWatch. The per-share consideration for the tendered LifeWatch Shares was comprised, at the election of each LifeWatch shareholder, of either (i)0.1617 shares of Biotelemetry common stock, par value $0.001 per share (“Biotelemetry Common Stock”), along with CHF10.00 in cash, or alternatively (ii)0.2350 shares of Biotelemetry Common Stock along with CHF8.00 in cash. The Offer expired at 4:00 p.m.CEST, on June28, 2017, upon which the Company announced that 17,848,661 LifeWatch Shares were tendered into the Offer, representing approximately 97.0% of the LifeWatch Shares to which the Offer extended. Following the expiration of the Offer, the remaining conditions to the Offer were satisfied and, on July12, 2017, Cardiac completed the settlement of the Offer. At settlement, Cardiac paid an aggregate consideration of 3,615,840 shares of BioTelemetry Common Stock and cash in the amount of CHF157,502,876 to holders of tendered LifeWatch Shares. The cash payment was funded with the proceeds of the term loan, as described above in Item 2.03, and cash on hand.

As a result of the Offer, Cardiac became the majority owner of LifeWatch. Cardiac intends to acquire the remaining untendered LifeWatch Shares to a short-form merger or a squeeze-out procedure in accordance with Swiss law and takeover regulation.

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

The information included in Item 2.03 of this Current Report is incorporated by reference into this Item 2.03.