Integer Holdings Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On July 1, 2024, Integer Holdings Corporation (the “Company”) entered into a third amendment (the “Third Amendment”) to the credit agreement, dated as of September 2, 2021, by and among the Company, Greatbatch Ltd., as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders and agents party thereto from time to time, as previously amended (the “Credit Agreement”).
The Third Amendment amended the terms of the Credit Agreement to increase the maximum borrowing capacity of the Company under the revolving credit facility pursuant to the Credit Agreement by $300.0 million from $500.0 million to $800.0 million.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, which is filed with this report as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
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.
Item 8.01. Other Events.
On July 1, 2024, the Company announced that it had notified the holders of its 2.125% Convertible Senior Notes due 2028 (the “Notes”) that the Notes have become convertible, at the option of the holders during the calendar quarter ending September 30, 2024. The Notes are convertible into cash, up to the principal amount of the Notes, and in cash, shares of the Company’s common stock or a combination thereof, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted.
A copy of the Company’s press release, dated July 1, 2024, is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01. A copy of the notice provided to the holders of the Notes in accordance with the terms of the indenture governing the Notes is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| 10.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: | July 1, 2024 | INTEGER HOLDINGS CORPORATION | ||||||||||||
By: | /s/ Diron Smith | |||||||||||||
| Diron Smith | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||