Item 1.01. Entry into a Material Definitive Agreement



On January 6, 2022, pursuant to the previously disclosed Share Sale and Purchase
Agreement (the "Purchase Agreement"), dated as of September 27, 2021, by and
between ICU Medical, Inc., a Delaware corporation (the "Company"), and Smiths
Group International Holdings Limited (the "Seller"), the Company consummated the
purchase of Smiths Medical 2020 Limited, the holding company of Smiths Group
plc's global medical device business (the "Transaction") for consideration
consisting of (a) $1,850,000,000 in cash, which the Company paid with cash on
hand and proceeds of the Credit Facilities (described below), and (b) the
issuance of 2,500,000 fully paid and non-assessable shares of common stock, par
value of $0.10 per share, of the Company (the "Share Consideration").
Additionally, the Seller may be entitled up to $100,000,000 in additional cash
based on the Company's common stock achieving a certain volume weighted average
price for certain periods during the period from closing to the third or the
fourth anniversary of closing.

Shareholders Agreement



On January 6, 2022, in connection with the consummation of the Transaction and
the issuance of the Share Consideration pursuant to the Purchase Agreement, the
Company and the Seller entered into a Shareholders Agreement (the "Shareholders
Agreement"). The Shareholders Agreement contains certain restrictions on the
Seller, including prohibiting certain transfers of the shares of the Company's
common stock issued to the Seller (a) for 6 months following the closing of the
transactions contemplated by the Purchase Agreement and (b) to certain
competitors of the Company and certain other parties, as well as customary
standstill limitations.

Under the Shareholders Agreement, the Seller has the right to designate one
individual for election to the Company's board of directors (the "Board") so
long as the Seller beneficially owns at least 5% of the total outstanding shares
of the Company's common stock. The Seller is also entitled to certain demand and
piggy-back registration rights.

The foregoing description of the Shareholders Agreement does not purport to be
complete and is qualified in its entirety by reference to the Shareholders
Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated herein by
reference.

Credit Agreement

On January 6, 2022 (the "Closing Date"), in connection with the consummation of
the Transaction, the Company entered into a Credit Agreement (the "Credit
Agreement") with Wells Fargo Bank, National Association, Wells Fargo Securities,
LLC, Barclays Bank PLC and certain other financial institutions (the "Lenders"),
pursuant to which, among other things, the Lenders provided the Company with
credit facilities in an aggregate amount of $2.2 billion (the "Credit
Facilities") consisting of a Term Loan A Facility of $850 million, a Term Loan B
Facility of $850 million and a Revolving Credit Facility of $500 million. The
Company had no borrowings under the Revolving Credit Facility as of the Closing
Date. The Company used the proceeds of the borrowings made on the Closing Date
to partially fund the Transaction as detailed above.

Maturity



Under the Credit Agreement, the final maturity of the Term Loan A Facility and
the Revolving Credit Facility will occur on the fifth anniversary of the Closing
Date, and the final maturity of the Term Loan B Facility will occur on the
seventh anniversary of the Closing Date

Interest Rate Terms



In general, U.S. dollar revolving and term loans under the Credit Facilities may
bear interest, at our option, on either (1) the Base Rate (Base Rate Loan) (as
defined in the Credit Agreement) plus the applicable margin as defined below or
(2) Adjusted Term secured overnight financing rate ("Term SOFR Loan") (as
defined in the Credit Agreement, is a type of RFR Loan) plus applicable margin
as defined below.

Euro loans bear interest based on the applicable Adjusted Eurocurrency Rate (as
defined in the Credit Agreement) plus the applicable interest margin as defined
below.

Pounds Sterling loans bear interest based on the Adjusted Daily Simple RFR rate
(RFR Loans) (as defined in the Credit Agreement) plus the applicable interest
margin as defined below.

Revolving Credit Facility Commitment Fee

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The revolving credit facility has a per annum commitment fee at an initial rate
of 0.25% which is applied to the available amount of the revolving credit
facility. The commitment fee on and after the first Adjustment Date occurring
after the completion of the Company's first fiscal quarter ending June 30, 2022
is determined based on the leverage ratio as indicated below.

Applicable Interest Margins

The applicable interest margins with respect to Revolving Loans and the Term . . .

Item 2.01. Completion of Acquisition or Disposition of Assets

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on September 8, 2021, and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided under "Credit Agreement" in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.



The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference herein. The issuance of the Share Consideration in
connection with the Transaction was exempt from the registration requirements of
the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof as a
transaction not involving any public offering.

Item 8.01. Other Events

On January 6, 2022, the Company issued the press release attached to this Current Report on Form 8-K as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.



The financial statements required to be filed under Item 9.01(a) of this Current
Report on Form 8-K will be filed by amendment to this Current Report on Form 8-K
no later than 71 days after the date on which this Current Report on Form 8-K is
required to be filed.
(b) Pro Forma Financial Information.

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The pro forma financial information required to be filed under Item 9.01(b) of
this Current Report on Form 8-K will be filed by amendment to this Current
Report on Form 8-K no later than 71 days after the date on which this Current
Report on Form 8-K is required to be filed.

(d)   Exhibits.


Exhibit No.                   Description

  10.1                        Shareholders Agreement, dated as of January 6, 2021, by and between ICU
                              Medical, Inc. and Smiths Group International Holdings Limited.
  10.2                        Credit Agreement, dated as of January 6,

2022, by and among ICU Medical,


                              Inc. as Borrower, certain subsidiaries as

guarantors, Wells Fargo Bank,


                              National Association, as Administrative

Agent, Wells Fargo Securities,


                              LLC and Barclays Bank PLC as joint

bookrunners and joint lead arrangers


                              and the other joint bookrunners and joint

lead arrangers listed therein.


  99.1                        Press release, dated as of January 6, 2022
104                           Cover Page Interactive Data File (formatted as inline XBRL and contained
                              in Exhibit 101).

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