ENVISTA HOLDINGS CORPORATION Item 1.01. Entry Into a Material Definitive Agreement.
Indenture and Notes
On
The Notes will be the Company's senior, unsecured obligations and will be (i) equal in right of payment with our existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries.
The Notes will accrue interest at a rate of 2.375% per annum, payable
semi-annually in arrears on
The Notes will be redeemable, in whole or in part, at the Company's option at
any time, and from time to time, on or after
If certain corporate events that constitute a "Fundamental Change" (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company's common stock.
The Notes will have customary provision relating to the occurrence of "Events of
Default" (as defined in the Indenture), which include the following: (i) certain
payment defaults on the Notes (which, in the case of a default in the payment of
interest on the Notes, will be subject to a 30-day cure period); (ii) the
Company's failure to send certain notices under the Indenture within specified
periods of time; (iii) the Company's failure to comply with certain covenants in
the Indenture relating to the Company's ability to consolidate with or merge
with or into, or sell, lease or otherwise transfer, in one transaction or a
series of transactions, all or substantially all of the assets of the Company
and its subsidiaries, taken as a whole, to another person; (iv) a default by the
Company in its other obligations or agreements under the Indenture or the Notes
if such default is not cured or waived within 60 days after notice is given in
accordance with the Indenture; (v) certain defaults by the Company or any of its
significant subsidiaries with respect to indebtedness for borrowed money of at
least
If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal
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amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the Notes.
The above description of the Indenture and the Notes is a summary and is not complete. A copy of the Indenture and the form of the certificate representing the Notes are filed as exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Indenture and the Notes set forth in such exhibits.
Capped Call Transactions
On
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
The disclosure set forth in Item 1.01 above is incorporated by reference into
this Item 3.02. The Notes were issued to the Initial Purchasers in reliance upon
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act")
in transactions not involving any public offering. The Notes were resold by the
Initial Purchasers to persons whom the Initial Purchasers reasonably believe are
"qualified institutional buyers," as defined in, and in accordance with, Rule
144A under the Securities Act. Any shares of the Company's common stock that may
be issued upon conversion of the Notes will be issued in reliance upon Section
3(a)(9) of the Securities Act as involving an exchange by the Company
exclusively with its security holders. Initially, a maximum of 32,629,254 shares
of the Company's common stock may be issued upon conversion of the Notes, based
on the initial maximum conversion rate of 63.0517 shares of common stock per
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ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
4.1 Indenture, dated as of May 21, 2020 , between Envista Holdings
Corporation and Wilmington Trust, National Association , as
trustee.
4.2 Form of certificate representing the 2.375% Convertible Senior
Notes due 2025 (included as Exhibit A to Exhibit 4.1).
10.1 Form of Capped Call Confirmation.
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