NUVASIVE, INC. (NASDAQ:NUVA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
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Entry into a Material Definitive |
On April25, 2017, NuVasive, Inc. (the Company) and certain of its
material subsidiaries, as guarantors, entered into an Amended and
Restated Credit Agreement (the Amended and Restated Credit
Agreement) with Bank of America, N.A., as administrative agent,
and the other lenders party thereto, evidencing a revolving
senior credit facility (the Facility) that provides for secured
revolving loans, multicurrency loan options and letters of credit
in an aggregate amount of up to $500.0million. The Amended and
Restated Credit Agreement amends and restates the Credit
Agreement, dated as of February8, 2016, among the Company, Bank
of America, N.A., and the other lenders party thereto (the Prior
Credit Agreement), such that the terms and conditions of the
Prior Credit Agreement have been replaced in their entirety by
the terms and conditions of the Amended and Restated Credit
Agreement.
The Amended and Restated Credit Agreement contains an expansion
feature, which allows the Company to increase the aggregate
principal amount of the Facility, provided the Company remains in
compliance with the underlying financial covenants on a pro forma
basis, including but not limited to, compliance with the
consolidated interest coverage ratio and certain consolidated
leverage ratios. The Facility matures on April25, 2022 (subject
to an earlier springing maturity date), and includes a sublimit
of $50.0million for standby letters of credit, a sublimit of
$100.0million for multicurrency borrowings, and a sublimit of
$5.0million for swingline loans. All assets of the Company and
its material domestic subsidiaries are pledged as collateral
under the Facility (subject to customary exceptions) to the term
set forth in the Amended and Restated Security and Pledge
Agreement (the Amended and Restated Security Agreement) executed
in favor of the administrative agent by the Company. Each of the
Companys material domestic subsidiaries guarantee the Facility.
Borrowingsunder the Facilityareused by the Company to provide
financing for working capital and other general corporate
purposes, including potential mergers and acquisitions.
Borrowings under the Facility bear interest, at the Companys
option, at a rate equal to an applicable margin plus:
(a)the applicable Eurocurrency Rate (as defined in the Amended
and Restated Credit Agreement), or (b)a base rate determined by
reference to the highest of (1)the federal funds effective rate
plus 0.50%, (2) the Bank of America prime rate, and (3)LIBOR for
an interest period of one month plus 1.00%. The margin for the
Facility ranges, based on the Companys consolidated leverage
ratio, from 0.00% to 1.00% in the case of base rate loans and
from 1.00% to 2.00% in the case of Eurocurrency Rate loans.The
Facility includes an unused line fee ranging, based on the
Companys consolidated leverage ratio, from 0.20% to 0.35%per
annum on the revolving commitment.
The terms of the Facility include certain affirmative and
negative covenants as set forth in the Amended and Restated
Credit Agreement, that, among other things, may restrict the
Companys ability to: create liens on assets; incur additional
indebtedness; make investments; make acquisitions and other
fundamental changes; sell and dispose of property or assets; pay
dividends and other distributions; change the business conducted;
engage in certain transactions with affiliates; enter into
burdensome agreements; limit certain use of proceeds; amend
organizational documents; change accounting policies or reporting
practices; modify or terminate documents related to certain
indebtedness; enter into sale and leaseback transactions; fund
any person or business that is the subject of sanctions; and use
proceeds for any breach of anti-corruption laws. The Amended and
Restated Credit Agreement also requires the Company to satisfy
certain reporting and financial covenants, such as maintaining a
consolidated interest coverage ratio and consolidated leverage
ratios, which are measured on a quarterly basis.
The Amended and Restated Credit Agreement contains certain
representations and warranties and events of default, including,
among other things, nonpayment of principal, interest, fees or
other amounts; failure to perform or observe covenants, any
representation or warranty proving to have been incorrect when
made or confirmed in any material respect; cross-default to other
indebtedness in an amount more than $25.0million; bankruptcy and
insolvency defaults (with a grace period for involuntary
proceedings); inability to pay debts as they become due (with a
grace period); monetary judgment defaults in an amount exceeding
$50.0million and material nonmonetary judgment defaults, subject
to certain exceptions; customary ERISA events; actual or asserted
invalidity or impairment of the loan documents associated with
the Facility; any collateral document related to the Facility
ceases to create a valid and perfected lien on a material portion
of such collateral; and change of control of the Company.
As of April25, 2017, the Company had no outstanding borrowings
under the Facility.
The foregoing is a summary description of certain terms of the
Facility and does not purport to be complete, and it is qualified
in its entirety by reference to the full text of the Amended and
Restated Credit Agreement and the Amended and Restated Security
Agreement, which are attached as Exhibit 10.1 and 10.2,
respectively, to this Current Report and incorporated herein by
reference.
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Item9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
| Exhibit No. | Description | |
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10.1 |
Amended and Restated Credit Agreement, dated April25, 2017, |
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10.2 |
Amended and Restated Security and Pledge Agreement, dated |
About NUVASIVE, INC. (NASDAQ:NUVA)
Nuvasive, Inc. is a medical device company in the spine market. The Company focuses on developing minimally-disruptive surgical products and procedurally-integrated solutions for the spine. The Company offers two product lines: spine surgery products and biologics. The Company’s spine surgery products line offerings include thoracolumbar product offerings, cervical product offerings, Intra-Operative Monitoring (IOM) services and disposables, which are used to enable access to the spine and to perform restorative and fusion procedures in a minimally disruptive fashion. The Company’s biologics product line offerings includes allograft (donated human tissue), FormaGraft (a collagen synthetic product), Osteocel Plus and Osteocel Pro (each an allograft cellular matrix containing viable mesenchymal stem cells (MSCs)), and AttraX (a synthetic bone graft material), all of which are used to aid the spinal fusion or bone healing process. NUVASIVE, INC. (NASDAQ:NUVA) Recent Trading Information
NUVASIVE, INC. (NASDAQ:NUVA) closed its last trading session up +0.59 at 76.94 with 631,871 shares trading hands.