Item 1.01 Entry into a Material Definitive Agreement.
On
CONMED intends to use approximately
Indenture
On
The Notes bear interest at a rate of 2.25% per year, payable semi-annually in
arrears on
Subject to the terms of the Indenture, the Notes may be converted at an initial
conversion rate of 6.8810 shares of common stock, par value
Prior to
If certain corporate events (each defined in the Indenture as a "Make-Whole
Fundamental Change") occur prior to the maturity date of the Notes, and a holder
elects to convert its Notes in connection with such corporate event, CONMED
will, under certain circumstances, increase the conversion rate for the Notes so
surrendered for conversion by a number of additional shares of Common Stock as
specified in the Indenture. No adjustment to the conversion rate will be made if
the price paid or deemed to be paid per share of Common Stock in such corporate
event is either less than
If a specified "Fundamental Change" (as defined in the Indenture) occurs prior to the maturity date of the Notes, under certain circumstances each holder may require CONMED to repurchase all or part of its Notes at a repurchase price equal to 100% of the principal amount, plus accrued and unpaid interest to, but not including, the repurchase date.
Under the Indenture, the Notes may be accelerated upon the occurrence of certain customary events of default. In the case of an event of default with respect to the Notes arising from specified events of bankruptcy or insolvency of CONMED, 100% of the principal of and accrued and unpaid interest on the Notes will automatically become due and payable. If any other event of default with respect to the Notes under the Indenture occurs or is continuing, the Trustee or holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount of the Notes to be immediately due and payable.
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The description of the Indenture is a summary and is qualified in its entirety by reference to the complete text of the Indenture, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
Convertible Note Hedge and Warrant Transactions
In connection with the offering of the Notes, CONMED entered into convertible
note hedge transactions with (i)
Item 2.03 Creation of 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 under the headings "Indenture", "Supplemental Indenture" and "Amendment to Credit Agreement" are incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K under
the heading "Indenture" and the information set forth in Item 8.01 of this
Current Report on Form 8-K under the heading "Existing Notes Repurchases" is
incorporated herein by reference. CONMED placed the Notes in a private placement
under Rule 144A under the Securities Act of 1933, as amended (the "Securities
Act"). The Notes and shares of Common Stock issuable upon the conversion of the
Notes, if any, have not been and will not be registered under the Securities Act
or the securities laws of any other jurisdiction and may not be offered or sold
in
Item 8.01 Other Events. Existing Notes Repurchases
In addition, pursuant to separate and individually negotiated private
transactions with certain holders of the Existing Notes, CONMED repurchased or
exchanged approximately
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In addition, CONMED has entered into agreements with the dealers party to certain convertible note hedge transactions related to the Existing Notes (the "Existing Note Hedges") to terminate a corresponding portion of those Existing Note Hedges. In connection with such terminations, CONMED will receive cash in an amount to be determined in accordance with the termination agreements, which CONMED intends to use for general corporate purposes. CONMED also entered into agreements with those dealer counterparties to unwind certain warrant transactions sold at the time of issuance of the Existing Notes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 4.1 Indenture, dated as ofJune 6, 2022 , by and betweenCONMED Corporation andU.S. Bank Trust Company, National Association , as trustee. 4.2 Supplemental Indenture, dated as ofJune 6, 2022 , to the Indenture, datedJanuary 29, 2019 , by and betweenCONMED Corporation andU.S. Bank Trust Company, National Association , as successor toMUFG Union Bank, N.A. as trustee. 10.1 Base Note Hedge Transaction Confirmation, dated as ofJune 1, 2022 , betweenCONMED Corporation and Barclays Bank PLC, through its agentBarclays Capital Inc. 10.2 Base Note Hedge Transaction Confirmation, dated as ofJune 1, 2022 , betweenCONMED Corporation andBank of America, N.A . 10.3 Base Note Hedge Transaction Confirmation, dated as ofJune 1, 2022 , amongCONMED Corporation ,Jefferies International Limited andJefferies LLC , as agent. 10.4 Base Note Hedge Transaction Confirmation, dated as ofJune 1, 2022 , betweenCONMED Corporation andJPMorgan Chase Bank, National Association . 10.5 Base Note Hedge Transaction Confirmation, dated as ofJune 1, 2022 , betweenCONMED Corporation andNomura Global Financial Products Inc. , through its agentNomura Securities International, Inc. 10.6 Base Note Hedge Transaction Confirmation, dated as ofJune 1, 2022 , betweenCONMED Corporation andWells Fargo Bank, National Association . 10.7 Base Warrant Transaction Confirmation, dated as ofJune 1, 2022 , betweenCONMED Corporation and Barclays Bank PLC, through its agentBarclays Capital Inc. 10.8 Base Warrant Transaction Confirmation, dated as ofJune 1, 2022 , betweenCONMED Corporation andBank of America, N.A . 10.9 Base Warrant Transaction Confirmation, dated as ofJune 1, 2022 , amongCONMED Corporation ,Jefferies International Limited andJefferies LLC , as agent. 10.10 Base Warrant Transaction Confirmation, dated as ofJune 1, 2022 , betweenCONMED Corporation andJPMorgan Chase Bank, National Association . 10.11 Base Warrant Transaction Confirmation, dated as ofJune 1, 2022 , betweenCONMED Corporation andNomura Global Financial Products Inc. , through its agentNomura Securities International, Inc.
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10.12 Base Warrant Transaction Confirmation, dated as ofJune 1, 2022 , betweenCONMED Corporation andWells Fargo Bank, National Association . 10.13 Additional Note Hedge Transaction Confirmation, dated as ofJune 2, 2022 , betweenCONMED Corporation and Barclays Bank PLC, through its agentBarclays Capital Inc. 10.14 Additional Note Hedge Transaction Confirmation, dated as ofJune 2, 2022 , betweenCONMED Corporation andBank of America, N.A . 10.15 Additional Note Hedge Transaction Confirmation, dated as ofJune 2, 2022 , amongCONMED Corporation ,Jefferies International Limited andJefferies LLC , as agent. 10.16 Additional Note Hedge Transaction Confirmation, dated as ofJune 2, 2022 , betweenCONMED Corporation andJPMorgan Chase Bank, National Association . 10.17 Additional Hedge Transaction Confirmation, dated as ofJune 1, 2022 , betweenCONMED Corporation andNomura Global Financial Products Inc. , through its agentNomura Securities International, Inc. 10.18 Additional Note Hedge Transaction Confirmation, dated as ofJune 2, 2022 , betweenCONMED Corporation andWells Fargo Bank, National Association . 10.19 Additional Warrant Transaction Confirmation, dated as ofJune 2, 2022 , betweenCONMED Corporation and Barclays Bank PLC, through its agentBarclays Capital Inc. 10.20 Additional Warrant Transaction Confirmation, dated as ofJune 2, 2022 , betweenCONMED Corporation andBank of America, N.A . 10.21 Additional Warrant Transaction Confirmation, dated as ofJune 2, 2022 , amongCONMED Corporation ,Jefferies International Limited andJefferies LLC , as agent. 10.22 Additional Warrant Transaction Confirmation, dated as ofJune 2, 2022 , betweenCONMED Corporation andJPMorgan Chase Bank, National Association . 10.23 Additional Warrant Transaction Confirmation, dated as ofJune 2, 2022 , betweenCONMED Corporation andNomura Global Financial Products Inc. , through its agentNomura Securities International, Inc. 10.24 Additional Warrant Transaction Confirmation, dated as ofJune 2, 2022 , betweenCONMED Corporation andWells Fargo Bank, National Association . 10.25 First Amendment, datedJune 6, 2022 , to the Seventh Amended and Restated Credit Agreement, dated as ofJuly 16, 2021 , amongCONMED Corporation , the foreign subsidiary borrowers from time to time party thereto, the several lenders from time to time party thereto andJPMorgan Chase Bank, N.A ., as administrative agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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