Merit Medical Systems,Inc. (NASDAQ:MMSI) Files An 8-K Entry into a Material Definitive Agreement
Item 5.02 Entry into Material Definitive Agreement.

Merit entered into a Second Amended and Restated Credit Agreement on July 6, 2016 (as amended on September 28, 2016 and March 20, 2017, the “Credit Agreement”) with certain lenders identified therein (collectively with other lenders from time to time party thereto, the “Lenders”), Wells Fargo Bank, National Association (the “Agent”), as administrative agent, swingline lender and Lender, and Wells Fargo Securities, LLC, as sole lead arranger and sole bookrunner. For additional information, see Merit’s Current Reports on Form 8-K filed with the SEC on July 6, 2016 and March 20, 2017, the exhibits to Merit’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016 filed with the SEC on August 8, 2016, and the exhibits to Merit’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on March 1, 2017.

On December 13, 2017, Merit entered into a Third Amendment to Second Amended and Restated Credit Agreement and Incremental Increase Agreement with the Agent and the Lenders and subsidiary guarantors identified therein (the “Third Amendment”). The Third Amendment amends the Credit Agreement by, among other things:

Except as noted above, the terms of the Credit Agreement (including, without limitation, the maturity date, interest rates, payment terms, covenants, and events of default) remain unchanged from those previously disclosed.

The foregoing description of the Third Amendment is qualified in its entirety by reference to the full text of the Third Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

As noted in its Current Report on Form 8-K dated November 16, 2017, Merit intends to use borrowings available under the Credit Agreement to finance the acquisition of various assets from Becton, Dickinson and Company, subject to satisfaction of applicable closing conditions related to such acquisition.

The information set forth below under Item 5.02 related to amendments to employment agreements with certain of Merit’s executive officers is hereby incorporated by reference into this Item 5.02.

Item 5.02 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 5.02 related to the increase in the revolving loan credit commitment is hereby incorporated by reference into this Item 5.02.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 11, 2017, Merit entered into amendments to the Employment Agreements (collectively, the “Employment Agreement Amendments”) with certain of its executive officers, namely: Fred P. Lampropoulos, Chairman, President and Chief Executive Officer;Ronald A. Frost, Chief Operating Officer;Bernard J. Birkett, Chief Financial Officer;Justin Lampropoulos, Executive Vice President, Sales, Marketing and Strategy; Joseph C. Wright, President, International; and Brian G. Lloyd, Chief Legal Officer and Corporate Secretary (each, an “Executive”). The Employment Agreement Amendments were recommended by the Compensation Committee of Merit’s Board of Directors (the “Board”) and ratified and approved by the Board. The Compensation Committee made its determination based on a review of best practices and in consultation with the Board’s Nominating and Corporate Governance Committee.

The Employment Agreement Amendments removed a provision in each Employment Agreement that provided for a tax “gross-up” related to excise taxes that may be imposed by Section4999 of the Internal Revenue Code of 1986, as amended (the “Code”), as the result of a participant receiving a payment that would constitute a “parachute payment” within the meaning of Code Section280G upon or in connection with a change of control of Merit. The Employment Agreement Amendments also now further restrict the circumstances under which an Executive may terminate his or her employment for “good cause” following a change in control and thereby qualify for applicable change-in-control benefits.

Following the execution of the Employment Agreement Amendments, Merit has no employment agreements with the Executives that either include a “parachute payment” tax gross-up provision or allow the Executives to qualify for change-in-control benefits solely upon a change in control.

The foregoing description of the Employment Agreement Amendments is qualified in its entirety by reference to the full text of the Employment Agreement Amendments, forms of which are filed as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.02. Financial Statements and Exhibits.

(d) Exhibits

MERIT MEDICAL SYSTEMS INC Exhibit
EX-10.1 2 thirdamendmentcredit101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1THIRD AMENDMENT TOSECOND AMENDED AND RESTATED CREDIT AGREEMENT AND INCREMENTAL INCREASE AGREEMENTDated as of December 13,…
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About Merit Medical Systems,Inc. (NASDAQ:MMSI)

Merit Medical Systems, Inc. is a designer, developer, manufacturer and marketer of medical devices used in an array of interventional and diagnostic procedures. The Company operates in two segments: cardiovascular and endoscopy. Its cardiovascular segment consists of cardiology and radiology devices, which assist in diagnosing and treating coronary arterial disease, peripheral vascular disease and other non-vascular diseases; embolotherapeutic products, and cardiac rhythm management and electrophysiology (CRM/EP) devices. Its endoscopy segment consists of gastroenterology and pulmonology medical devices, which assist in the palliative treatment of expanding esophageal, tracheobronchial and biliary strictures caused by malignant tumors. Its products are used in various clinical areas, such as diagnostic and interventional cardiology; interventional radiology; vascular, general and thoracic surgery; interventional pulmonology; interventional nephrology; oncology, and pain management.