ORTHOPEDIATRICS CORP. Item 1.01. Entry Into a Material Definitive Agreement.
On
Under the terms of the Purchase Agreement, as consideration for the Vilex Adult
Business, (a)
The Company had previously reported its plan to divest the Vilex Adult Business
when it acquired Vilex and Orthex in
The Purchase Agreement contains negotiated representations, warranties and covenants by the parties, which the Company believes are customary for transactions of this kind. The assertions embodied in such representations and warranties are qualified by information contained in confidential disclosure schedules that the parties exchanged in connection with signing the Purchase Agreement. In addition, these representations and warranties (i) may be intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate, (ii) may apply materiality standards different from what may be viewed as material to investors and (iii) were made only as of the date of the Purchase Agreement or as of such other date or dates as may be specified in the Purchase Agreement. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. Investors are urged not to rely on such representations and warranties as characterizations of the actual state of facts or circumstances at this time or any other time.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the complete text thereof, a copy of which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
The Vilex Adult Business has been reported within current assets and liabilities
held for sale in the Company's unaudited condensed consolidated balance sheet as
of
Item 7.01. Regulation FD Disclosure.
On
The information contained in this Item 7.01 (including Exhibit 99.1) 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 in this Current Report on Form 8-K shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
As discussed above in Item 1.01, the outstanding principal amount of the
Company's Term Note B, which was issued in the original principal amount of
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item 9.01(b) is filed as
Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
(d) Exhibits.
Exhibit No. Description
2.1 Asset Purchase Agreement, dated December 31, 2019 , by and among
OrthoPediatrics Corp. , Vilex in Tennessee, Inc. , Orthex, LLC,
Squadron Capital LLC and Squadron Newco LLC .
99.1 Press Release of OrthoPediatrics Corp. dated January 6, 2020 .
99.2 Unaudited pro forma condensed combined financial statements of
OrthoPediatrics Corp. as of and for the nine months ended September
30, 2019 and the year ended December 31, 2018 (Incorporated by
reference to Exhibit 99.1 of registrant's Form 8-K/A filed on
December 11, 2019 - SEC File No. 001-38242).
* The schedules to the Purchase Agreement have been omitted pursuant to Item
601(b)(2) of Regulation S-K.
schedule omitted from the Purchase Agreement to the Securities and Exchange
Commission upon request.
* * * * *
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