WRIGHT MEDICAL GROUP N.V. (NASDAQ:WMGI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
General
On December23, 2016 (the Closing Date), Wright Medical Group N.V.
(the Company) entered into a Credit, Security and Guaranty
Agreement by and among the Company, as a guarantor, Wright
Medical Group, Inc. (the Borrower Representative) and certain of
the Companys other wholly-owned U.S. subsidiaries, as borrowers
(the Borrowers), Midcap Financial Trust, as administrative agent
(the Agent) and a lender and the additional lenders from time to
time party thereto (the Credit Agreement).
The Credit Agreement provides for a $150.0million senior secured
asset based line of credit, subject to the satisfaction of a
borrowing base requirement (the ABL Facility). The ABL Facility
may be increased by up to $100.0million upon the Borrowers
request, subject to the consent of the Agent and each of the
other lenders providing such increase.
All borrowings under the ABL Facility are subject to the
satisfaction of customary conditions, including the absence of
default, the accuracy of representations and warranties in all
material respects and the delivery of an updated borrowing base
certificate.
Borrowings under the ABL Facility will be used by the Borrowers
for general corporate purposes and the working capital needs of
the Borrowers and their subsidiaries.
Interest and Fees
The interest rate margin applicable to borrowings under the ABL
Facility will be, at the option of the Borrowers, equal to either
(a) 3.25% for base rate loans or (b) 4.25% for LIBOR rate loans,
subject to a 0.75% LIBOR floor.
In addition to paying interest on the outstanding loans under the
ABL Facility, the Borrowers will also be required to pay a
customary unused line fee equal to 0.50% per annum in respect of
unutilized commitments and certain other customary fees related
to Agents administration of the ABL Facility.
Minimum Drawn Balance
Beginning January1, 2017, the Borrowers will be required to
maintain a minimum drawn balance on the ABL Facility equal to 20%
of the average borrowing base for each month. To the extent the
actual drawn balance is less than 20%, the Borrowers will pay a
fee equal to the amount the lenders under the ABL Facility would
have earned had the Borrowers maintained a minimum drawn balance
equal to 20% of the average borrowing base for such month.
Borrowing Base
The Credit Agreement requires that the Borrowers calculate the
borrowing base for the ABL on at least a monthly basis and each
time the Borrowers make a draw on the ABL Facility in accordance
with the formula set forth in the Credit Agreement. The borrowing
base shall be subject to adjustment and the implementation of
reserves by the Agent in its permitted discretion, as further
described in the Credit Agreement.
Mandatory Prepayment
If at any time the outstanding drawn balance under the ABL
Facility exceeds the borrowing base as in effect at such time,
Borrowers will be required to prepay loans under the ABL Facility
in an amount equal to such excess. Certain accounts receivables
and proceeds of collateral of the Borrowers shall be applied to
reduce the outstanding principal amount of the ABL Facility on a
periodic basis.
Final Maturity
There will be no scheduled amortization under the ABL Facility
and (subject to borrowing base requirements and applicable
conditions to borrowing) the available revolving commitment may
be borrowed, repaid and reborrowed without restriction. All
outstanding loans under the ABL Facility will be due and payable
in full on the date that is the earliest to occur of (x) 60
calendar months following the Closing Date, (y)the date that is
91 days prior to the maturity date of the 2020 Cash Convertible
Notes (as defined in the Credit Agreement) or (z)the date that is
91 days prior to the maturity date of the 2021 Cash Convertible
Notes (as defined in the Credit Agreement), provided that, the
springing maturity under clauses (y)and (z) are subject to the
Borrowers ability to refinance, extend, renew or replace the 2020
Cash Convertible Notes and/or the 2021 Cash Convertible Notes, as
applicable, in full to the terms of the Credit Agreement.
Early Termination and Reduction
Any voluntary or mandatory permanent reduction or termination of
the revolving commitments under the ABL Facility is subject to a
prepayment premium applicable to such reduced or terminated
amount equal to (i) 3.0% in the first year following the Closing
Date, (ii) 2.0% in the second year following the Closing Date and
(iii) 0.75% at any time thereafter.
Collateral and Guarantors
All of the obligations under the ABL Facility are guaranteed
jointly and severally by the Company and each of the Borrowers on
the terms set forth in the Credit Agreement.
Subject to certain exceptions set forth in the Credit Agreement,
amounts outstanding under the ABL Facility will be secured by a
senior first priority security interest in substantially all
existing and after-acquired assets of the Company and each
Borrower.
Restrictive Covenants and Other Matters
The Credit Agreement contains negative covenants that, subject to
exceptions, restrict the ability of the Company and its
subsidiaries to, among other things, incur additional
indebtedness; incur contingent obligations; pay dividends or make
other distributions or repurchase or redeem their capital stock;
pledge assets as security; make investments, loans, advances, or
guarantees; make acquisitions; transfer or sell assets; enter
into sale and leaseback transactions; make payments under certain
contractual obligations; enter into agreements restricting the
Companys or its subsidiaries ability to pay dividends or make
payments under the ABL Facility; undergo fundamental changes; and
enter into transactions with affiliates. The Company also is
required to maintain net revenue at or above minimum levels and
to maintain liquidity in the U.S. at a level specified in the
Credit Agreement, subject to certain exceptions. The Credit
Agreement will not affect the Companys ability to meet its
existing contractual obligations, including payments under the
Borrower Representatives contingent value rights agreement,
except in circumstances where an event of default (subject to
certain exceptions) has occurred and is continuing.
The Credit Agreement also contains representations and
warranties, affirmative covenants and events of default, in each
case subject to grace periods, thresholds and materiality
qualifiers, as more fully described in the Credit Agreement. If
an event of default occurs, the lenders under the ABL Facility
are entitled to take various actions, including the acceleration
of amounts due under the ABL Facility, termination of the
commitments under the ABL Facility and certain other actions
available to secured creditors.
The foregoing represents only a summary of the material terms of
the Credit Agreement, does not purport to be complete and is
qualified in its entirety by reference to the complete text of
the Credit Agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K, and is incorporated by reference
herein.
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 Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description |
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| 10.1 |
Credit, Security and Guaranty Agreement, dated December23, 2016, by and among Wright Medical Group N.V., Wright Medical Group, Inc., certain other direct and indirect subsidiaries of Wright Medical Group N.V., Midcap Financial Trust and the additional lenders party from time to time thereto |
About WRIGHT MEDICAL GROUP N.V. (NASDAQ:WMGI)
Wright Medical Group, Inc. is a global specialty orthopaedic company. The Company through Wright Medical Technology, Inc. (WMT) and other subsidiaries provides extremity and biologic solutions that enable clinicians to alleviate pain and restore the patients’ lifestyles. The Company operates through three segments: U.S., International and BioMimetic. The Company’s business includes products that are used in foot and ankle repair, upper extremity products and biologics products, which are used to replace damaged or diseased bone, to stimulate bone growth and to provide other biological solutions for surgeons and patients. The Company’s products include extremity hardware, foot and ankle hardware, upper extremity hardware and biologics. WRIGHT MEDICAL GROUP N.V. (NASDAQ:WMGI) Recent Trading Information
WRIGHT MEDICAL GROUP N.V. (NASDAQ:WMGI) closed its last trading session up +0.24 at 23.14 with shares trading hands.