Integer Holdings Corp.

12/02/2021 | Press release | Distributed by Public on 12/02/2021 07:31

Material Definitive Agreement - Form 8-K

gb-20211201

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 8-K
_____________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 1, 2021
INTEGER HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
_____________________________________
Delaware 1-16137 16-1531026
(State or other jurisdiction
of incorporation) 		(Commission
File Number) 		(IRS Employer
Identification No.)
5830 Granite Parkway, Suite 1150 Plano, Texas 75024
(Address of principal executive offices) (Zip Code)
(214) 618-5243
Registrant's telephone number, including area code
_____________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value per share ITGR New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 1.01. Entry into a Material Definitive Agreement.
On December 1, 2021, Integer Holdings Corporation (the "Company") and the Company's subsidiary, Greatbatch Ltd. (the "Borrower"), entered into an incremental term loan agreement (the "Incremental Amendment"), by and among the Company, the Borrower, the other guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, the other agents and arrangers party thereto and the Incremental Term A-1 Loan Lenders party thereto, which amended the Borrower's existing credit agreement, dated as of September 2, 2021, by and among the Borrower, the Company, Wells Fargo Bank, National Association, as administrative agent and the lenders from time to time party thereto (as amended by the Incremental Amendment, the "Credit Agreement"). The Incremental Amendment provides for, among other things, the incurrence of an additional $220 million aggregate principal amount of term A loans under the Credit Agreement.
The net proceeds from the Incremental Amendment were used to (i) finance a portion of the purchase price for the acquisition of the equity interests of Oscor, Inc., Oscor Caribe, LLC and Oscor Europe GmbH (the "Acquisition"), and (ii) pay fees, commissions and expenses in connection with the Incremental Amendment and the Acquisition.
The foregoing description of the Incremental Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Incremental Amendment, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
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 above is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number 		Description of Exhibit
10.1
Incremental Term Loan Agreement, dated as of December 1, 2021, among Integer Holdings Corporation, Greatbatch Ltd., Wells Fargo Bank, National Association, as administrative agent, the Incremental Term A-1 Loan Lenders party thereto and the arrangers and agents party thereto.
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: December 2, 2021 INTEGER HOLDINGS CORPORATION
By:
/s/ Jason K. Garland
Jason K. Garland
Executive Vice President and
Chief Financial Officer