INVACARE CORPORATION Item 3.02. Unregistered Sales of
The information set forth under Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
As described under Item 8.01 of this Current Report on Form 8-K, onOctober 3, 2022 ,Invacare Corporation (the "Company") issued$5,186,000 in aggregate principal amount of additional 5.68% Convertible Senior Secured Notes due 2026, Tranche I (the "Additional Tranche I Notes") and$5,183,000 in aggregate principal amount of additional 5.68% Convertible Senior Secured Notes due 2026, Tranche II (the "Additional Tranche II Notes" and together with the Additional Tranche I Notes, the "Notes") in a private placement to certain funds managed byHighbridge Capital Management LLC ("Highbridge"). The offerings of the Notes and related guarantees have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and the Notes and related guarantees were issued in reliance upon the exemption provided in Section 4(a)(2) and/or Section 3(a)(9) of the Securities Act. The Notes will be convertible, subject to certain conditions, into cash, common shares of the Company (the "Common Shares") or a combination of cash and Common Shares, at the Company's election (subject to, and in accordance with, the settlement provisions of the Indentures (as defined below)). Neither the Notes nor the underlying Common Shares (if conversions of the Notes are settled through delivery of Common Shares) have been registered under the Securities Act or may be offered or sold inthe United States absent registration or an applicable exemption from registration requirements.
Item 7.01. Regulation FD Disclosure.
On
The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
OnOctober 3, 2022 , the Company consummated additional draws (the "Additional Draws") of an aggregate of$18,500,000 of term loans pursuant to its Credit Agreement, dated as ofJuly 26, 2022 (the "Highbridge Loan Agreement"), with Highbridge, as lenders,Cantor Fitzgerald Securities , as administrative agent, andGLAS Trust Corporation Limited , as collateral agent. Additional commitments of$19,500,000 remain available under the Amended Highbridge Loan Agreement, subject to the satisfaction of certain conditions set forth therein. In connection with the Additional Draws, the Company entered into an amendment to the Highbridge Loan Agreement (as amended, the "Amended Highbridge Loan Agreement") to, among other changes, include certain guarantor provisions as part of the joining of additional foreign guarantors. Concurrently with the Additional Draws, the Company consummated additional closings (the "Additional Closings") under the exchange agreements, each dated as ofJuly 26, 2022 (together, the "Highbridge Exchange Agreements"), entered into with Highbridge and exchanged$13,825,000 in aggregate principal amount of 4.25% Convertible Senior Notes due 2026 held by Highbridge for (i)$5,186,000 in aggregate principal amount of Additional Tranche I Notes, issued pursuant to that certain indenture, dated as ofJuly 26, 2022 (the "Tranche I Indenture"), by and among the Company, the guarantors party thereto,Computershare Trust Company, N.A. , as trustee (the "Trustee"), andGLAS Corporation Limited , as notes collateral agent (the "Collateral Agent"), and (ii)$5,183,000 in aggregate principal amount of Additional Tranche II Notes, issued pursuant to that certain indenture, dated as ofJuly 26, 2022 (the "Tranche II Indenture" and, together with the Tranche I Indenture, the "Indentures"), by and among the Company, the guarantors party thereto, the Trustee and the Notes Collateral Agent. In connection with the Additional Closings, the Company entered into supplemental indentures (together, the --------------------------------------------------------------------------------
"First Supplemental Indentures") to the Indentures to include certain guarantor provisions as part of the joining of certain additional foreign guarantors.
The foregoing description of the Amended Highbridge Loan Agreement, the Notes and the First Supplemental Indentures is qualified in its entirety by reference to each of the Amended Highbridge Loan Agreement, form of Notes and the First Supplemental Indentures, which are filed as Exhibits 10.01, 4.1, 4.3, 4.4 and 4.6 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit
4.1 Form of 5.68% Convertible Senior Secured Notes due 2026, Tranche I
(incorporated by reference to Exhibit 4.2 to the Form 8-K filed with the
Securities and Exchange Commission (the "SEC") on July 26, 2022 ).
4.2 Form of Guarantee (incorporated by reference toExhibit 4.3 to the Form 8-K
filed with the SEC on July 26, 2022 ).
4.3 First Supplemental Indenture, dated as of October 3, 2022, by and among
Invacare Corporation , the guarantors party
thereto,
Company, N.A. , as trustee, andGLAS Corporation Limited , as notes collateral agent. 4.4 Form of 5.68% Convertible Senior Secured Notes due 2026, Tranche II (incorporated by reference to Exhibit 4.5 to the Form 8-K filed with theSEC onJuly 26, 2022 ). 4.5 Form of Guarantee (incorporated by reference to
Exhibit 4.6 to the Form 8-K
filed with the SEC on July 26, 2022 ).
4.6 First Supplemental Indenture, dated as of October 3, 2022, by and among
Invacare Corporation , the guarantors party
thereto,
Company, N.A. , as trustee, andGLAS Corporation Limited , as notes collateral agent. 10.1 Amendment No. 1 to Credit Agreement, dated as ofOctober 3, 2022 , by and amongInvacare Corporation , the lenders party
thereto,
Securities, as administrative agent, and GLAS
collateral agent.
99.1 Press Release, dated October 3, 2022 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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