INVACARE CORPORATION (NYSE:IVC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On June 7, 2017, Invacare Corporation (the Company) entered into
a Waiver and Fifth Amendment to Amended and Restated Revolving
Credit and Security Agreement (the Credit Agreement Amendment),
by and among the Company, certain of the Companys direct and
indirect domestic, Canadian and European subsidiaries, the
lenders party thereto, PNC Bank, National Association, as the
agent for the lenders, and J.P. Morgan Europe Limited, as the
European agent for the lenders, which amends the Amended and
Restated Revolving Credit and Security Agreement, dated as of
September 30, 2015 and amended as of February 16, 2016, May 3,
2016, September 30, 2016 and November 30, 2016 (as so amended,
the Credit Agreement).
a Waiver and Fifth Amendment to Amended and Restated Revolving
Credit and Security Agreement (the Credit Agreement Amendment),
by and among the Company, certain of the Companys direct and
indirect domestic, Canadian and European subsidiaries, the
lenders party thereto, PNC Bank, National Association, as the
agent for the lenders, and J.P. Morgan Europe Limited, as the
European agent for the lenders, which amends the Amended and
Restated Revolving Credit and Security Agreement, dated as of
September 30, 2015 and amended as of February 16, 2016, May 3,
2016, September 30, 2016 and November 30, 2016 (as so amended,
the Credit Agreement).
The Credit Agreement Amendment provides for, among other things:
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the amendment of the negative covenant regarding
indebtedness to permit the issuance of the notes described under Item 7.01 of this Current Report on Form 8-K (the 2022 Notes); |
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the amendment of various negative covenants to (i) permit
the convertible bond hedge and warrant transactions to be entered into by the Company in connection with the issuance of the 2022 Notes and (ii) increase the investment amounts permitted with respect to the convertible bond hedge and warrant transactions entered into by the Company in connection with its issuance of convertible notes in 2016; and |
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the amendment of the mandatory prepayment provision to
eliminate the prepayment requirement that would otherwise be required upon the receipt of proceeds from the issuance of the 2022 Notes and the related sale of warrants and the negative covenant regarding dividends to permit the issuance of certain equity interests, payment of interest on the 2022 Notes and certain payments to be made upon conversion of the 2022 Notes, as well as upon the exercise, settlement or termination of the related convertible bond hedge and warrant transactions, so long as the Company is not, and would not after giving pro-forma effect to any such transaction be, in default under the Credit Agreement and has had adequate undrawn availability under its North American-based credit facility for the period required under the Credit Agreement. |
The foregoing description of the Credit Agreement Amendment is a
summary and is qualified in its entirety by reference to the full
text of the Credit Agreement Amendment, which is attached to this
Current Report on Form 8-K as Exhibit 10.1 and is incorporated by
reference into this Item 1.01.
summary and is qualified in its entirety by reference to the full
text of the Credit Agreement Amendment, which is attached to this
Current Report on Form 8-K as Exhibit 10.1 and is incorporated by
reference into this Item 1.01.
Item 7.01. Regulation FD Disclosure.
On June 7, 2017, the Company issued a press release announcing
that it intends to privately offer, subject to market and other
conditions, $100 million aggregate principal amount of
convertible senior notes due 2022. The Company also expects to
grant the initial purchaser of the 2022 Notes an option to
purchase up to an additional $15 million aggregate principal
amount of 2022 Notes. In connection with the offering of the 2022
Notes, the Company expects to enter into privately negotiated
convertible note hedge and warrant transactions with the initial
purchaser.
that it intends to privately offer, subject to market and other
conditions, $100 million aggregate principal amount of
convertible senior notes due 2022. The Company also expects to
grant the initial purchaser of the 2022 Notes an option to
purchase up to an additional $15 million aggregate principal
amount of 2022 Notes. In connection with the offering of the 2022
Notes, the Company expects to enter into privately negotiated
convertible note hedge and warrant transactions with the initial
purchaser.
The offering of the 2022 Notes is not being registered under the
Securities Act of 1933, as amended (Securities Act), or the
securities laws of any other jurisdiction. The 2022 Notes may not
be offered or sold in the United States except in transactions
exempt from, or not subject to, the registration requirements of
the Securities Act and any applicable state securities laws.
Securities Act of 1933, as amended (Securities Act), or the
securities laws of any other jurisdiction. The 2022 Notes may not
be offered or sold in the United States except in transactions
exempt from, or not subject to, the registration requirements of
the Securities Act and any applicable state securities laws.
This Current Report on Form 8-K does not constitute an offer to
sell or a solicitation of an offer to buy the 2022 Notes, nor
shall there be any offer or sale of 2022 Notes in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
sell or a solicitation of an offer to buy the 2022 Notes, nor
shall there be any offer or sale of 2022 Notes in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
The full text of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
to this Current Report on Form 8-K.
Item 8.01. Other Events.
The Company is filing the risk factors attached to this Current
Report on Form 8-K as Exhibit 99.2 to update and supersede the
risk factors contained in its periodic reports filed with the
Securities and Exchange Commission to the Securities Exchange Act
of 1934, as amended, including those under the heading Part I,
Item 1A. Risk Factors in the Companys Annual Report on Form 10-K
for the year ended December 31, 2016, filed on March 10, 2017.
Report on Form 8-K as Exhibit 99.2 to update and supersede the
risk factors contained in its periodic reports filed with the
Securities and Exchange Commission to the Securities Exchange Act
of 1934, as amended, including those under the heading Part I,
Item 1A. Risk Factors in the Companys Annual Report on Form 10-K
for the year ended December 31, 2016, filed on March 10, 2017.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit Number
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Description of Exhibit
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10.1
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Waiver and Fifth Amendment to Amended and Restated
Revolving Credit and Security Agreement, dated as of June 7, 2017, by and among the Company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as agent for the lenders, and J.P. Morgan Europe Limited, as European agent for the lenders. |
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99.1
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Press Release, dated June 7, 2017.
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99.2
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Risk Factors.
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About INVACARE CORPORATION (NYSE:IVC)
Invacare Corporation is a manufacturer and distributor for medical equipment used in non-acute care settings. The Company’s geographical segments are Europe; North America, which includes North America/Home Medical Equipment (North America/HME) and Institutional Products Group (IPG) segments, and Asia/Pacific. The Company manufactures and distributes three product categories: mobility and seating, lifestyle and respiratory therapy. It provides medical device solutions for congenital (cerebral palsy, muscular dystrophy and spina bifida), acquired (stroke, spinal cord injury, traumatic brain injury, post-acute recovery and pressure ulcers) and degenerative (amyotrophic lateral sclerosis, multiple sclerosis, chronic obstructive pulmonary disease (COPD), elderly and bariatric) ailments. The Company sells its products to home medical equipment providers with retail and e-commerce channels, residential living operators, distributors and government health services.
