INTEGRA LIFESCIENCES HOLDINGS CORPORATION (NASDAQ:IART) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On December 7, 2016, Integra LifeSciences Holdings Corporation
(the Company) entered into an amended and restated credit
agreement with a syndicate of lending banks, Bank of America,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,
Wells Fargo Securities, LLC, Citizens Bank, N.A., DNB Capital
LLC, HSBC Bank PLC. HSBC Bank USA. N.A., The Bank of
Tokyo-Mitsubishi UFJ, LTD., PNC Bank, N.A., Royal Bank of Canada,
SunTrust Bank., TD Bank, N.A., JPMorgan and Chase Bank, N.A.,
Mizuho Bank, LTD., and Bank of Nova Scotia, as Co-Documentation
Agents (the Amendment and Restatement).
The Amendment and Restatement creates an aggregate principal
amount of up to $1.5 billion (increased from $1.1 billion)
available to the Company through the following facilities: (i) a
$1 billion revolving credit facility (increased from $750
million), and (ii) a $500 million term loan facility (increased
from $350 million) which includes a $60 million sublimit for the
issuance of standby letters of credit and a $60 million sublimit
for swingline loans. The Amendment and Restatement allows the
Company to further increase the size of either the revolving
credit facility or the term loan facility, or a combination
thereof, by an aggregate of $250 million with additional
commitments. The Amendment and Restatement extends the credit
facilitys maturity date from July2, 2019 to December7, 2021.
Borrowings under the Credit Agreement, including the incremental
term loans, bear interest, at the Companys option, at a rate
equal to (i) the Eurodollar Rate (as defined in the amendment and
restatement) in effect from time to time plus the applicable rate
(ranging from 1.00% to 1.75%) or (ii) the highest of (x) the
weighted average overnight Federal funds rate, as published by
the Federal Reserve Bank of New York, plus one half of 1.0%, (y)
the prime lending rate of Bank of America, N.A. or (z) the
one-month Eurodollar Rate plus 1.0%. The applicable rates are
based on the Companys consolidated total leverage ratio (defined
as the ratio of (a) consolidated funded indebtedness as of such
date to (b) consolidated EBITDA for the period of four
consecutive fiscal quarters ending on such date) at the time of
the applicable borrowing.
The Company will also pay an annual commitment fee of 0.15% to
0.3% on the daily amount by which the revolving credit facility
exceeds the outstanding loans and letters of credit under the
credit facility.
A copy of the Amendment and Restatement is attached as Exhibit
4.1 to this Current Report on Form 8-K and is incorporated by
reference herein.
In addition, on December 7, 2016, the Company and the subsidiary
guarantors of the Company entered into a ratification agreement
to the Amendment and Restatement with Bank of America, N.A., as
Administrative Agent (the Ratification Agreement). A copy of the
Ratification Agreement is attached as Exhibit 4.2 to this Current
Report on Form 8-K and is incorporated by reference herein.
The press release issued by the Company announcing its entering
into the Amendment and Restatement is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
Item2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A
REGISTRANT
The information set forth in Item1.01 above is incorporated by
reference into this item.
| Item9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| 4.1 |
Third Amended and Restated Credit Agreement, dated as of December 7, 2016, among Integra LifeSciences Holdings Corporation, the other lenders party hereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Securities, LLC, Citizens Bank, N.A., DNB Capital LLC, HSBC Bank PLC, HSBC Bank USA. N.A., The Bank of Tokyo-Mitsubishi UFJ, LTD., PNC Bank, N.A., Royal Bank of Canada, SunTrust Bank, TD Bank, N.A., JPMorgan and Chase Bank, N.A., Mizuho Bank, LTD., and Bank of Nova Scotia, as Co-Documentation Agents. |
|
| 4.2 |
Ratification Agreement, dated as of December 7, 2016, between Integra LifeSciences Holdings Corporation, the Subsidiary Guarantors of Integra LifeSciences Holdings Corporation and Bank of America, N.A., as Administrative Agent. |
|
| 99.1 | Press Release issued December 7, 2016. |
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. INTEGRA LIFESCIENCES HOLDINGS CORPORATION (NASDAQ:IART) Recent Trading Information
INTEGRA LIFESCIENCES HOLDINGS CORPORATION (NASDAQ:IART) closed its last trading session 00.00 at 77.56 with 405,203 shares trading hands.
