Item 1.01. Entry into a Material Definitive Agreement.
On January 30, 2023, Integer Holdings Corporation (the "Company") entered into a
First Amendment (the "First Amendment") to the Credit Agreement to, among other
things: (i) permit the Company to issue the notes and incur indebtedness
thereunder in an aggregate principal amount of up to $600,000,000 at any time
outstanding; (ii) permit the Company to enter into bond hedge and capped call
transactions; (iii) permit the Company to issue call options, warrants or
purchase rights relating to the Company's common stock; provided, in each case,
that the terms of any such transaction are customary for transactions of such
type (subject to our good faith determination). In addition, the First Amendment
provides that if, on the date that is 91 days prior to the maturity date of any
convertible indebtedness permitted thereunder ("Permitted Convertible
Indebtedness"), such indebtedness has not yet been (a) paid in full, or (b)
amended or refinanced so as to extend the final maturity date to a date that is
more than 90 days after the Revolving Credit Maturity Date (as defined in the
Credit Agreement), then the Revolving Credit Maturity Date will be the date that
is 91 days prior the earliest maturity date of any such Permitted Convertible
Indebtedness which remains outstanding. The First Amendment also provides that
if, on the date that is 91 days prior to the maturity date of any Permitted
Convertible Indebtedness, such indebtedness has not yet been (a) paid in full,
or (b) amended or refinanced so as to extend the final maturity date to a date
that is more than 90 days after the Term Loan A Maturity Date (as defined in the
Credit Agreement), then the Term Loan A Maturity Date will be the date that is
91 days prior the earliest maturity date of any such Permitted Convertible
Indebtedness which remains outstanding.
The foregoing description of the First Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the First
Amendment (including the conformed amended Credit Agreement, which is attached
as Annex A thereto), which is filed as Exhibit 10.1 and is incorporated by
reference into this Item 1.01.
Item 2.02. Results of Operations and Financial Condition.
The information set forth under Item 7.01 regarding the press release announcing
certain preliminary unaudited financial information is incorporated by reference
into this Item 2.02.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated by reference into this
Item 2.03.
The information set for under Item 8.01 under the subsection "Convertible Senior
Notes Offering" is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On January 30, 2022, the Company issued a press release announcing certain
preliminary unaudited financial information for its fiscal quarter and fiscal
year ended December 31, 2022.
On January 30, 2022, the Company issued a press release announcing the launch of
the Convertible Senior Notes Offering (as defined below).
Copies of these press releases are furnished as Exhibits 99.1 and 99.2,
respectively, and are incorporated by reference into this Item 7.01.
The information contained in this Item 7.01 and the attached Exhibits 99.1 and
99.2 is being furnished and shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that Section. The information contained
in this Item 7.01 and the attached Exhibits 99.1 and 99.2 shall not be
incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or
the Exchange Act, unless it is specifically incorporated by reference therein.
Item 8.01. Other Events.
Convertible Senior Notes Offering
On January 30, 2023, the Company announced its intention to offer Convertible
Senior Notes due 2028 (the "Notes") in an aggregate principal amount of $375.0
million in a private offering (the "Convertible Senior Notes Offering") that is
exempt from the registration requirements of the Securities Act. The Notes will
be offered and sold only to qualified institutional buyers pursuant to Rule 144A
under the Securities Act. The Company also expects to grant the initial
purchasers of the Notes the option to purchase additional Notes in an aggregate
principal amount of up to $56.25 million.
Supplemental Information
The Company is providing certain supplemental information with this Current
Report on Form 8-K, including the information filed as Exhibit 99.3 and
incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of Exhibit
10.1 First Amendment to Credit Agreement, dated as of January 30,
2023, among Integer Holdings Corporation, Greatbatch Ltd., Wells
Fargo Bank, National Association, as administrative agent, and the
other agents and lenders parties thereto
99.1 Press Release dated January 30, 2023
99.2 Press Release dated January 30, 2023
99.3 Supplemental Information
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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