Orthofix Medical Inc. Files 8-K with Agreement Updates

TL;DR

Orthofix (OFIX) filed an 8-K detailing new definitive agreements and financial obligations.

AI Summary

Orthofix Medical Inc. announced on November 7, 2024, the entry into a material definitive agreement and the termination of another. The company also disclosed the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. Specific details regarding the agreements, obligations, and financial implications were filed with the SEC.

Why It Matters

This filing indicates significant changes in Orthofix Medical's contractual and financial obligations, which could impact its future operations and financial health.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry risks that could affect the company's financial performance.

Key Players & Entities

• Orthofix Medical Inc. (company) — Registrant
• November 07, 2024 (date) — Date of earliest event reported
• 3451 Plano Parkway, Lewisville, Texas 75056 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.10 — nge on which registered Common stock, $0.10 par value per share OFIX Nasdaq Glo
• $275 million — nd its U.S. subsidiaries entered into a $275 million secured credit agreement (the "New Cred
• $160 million — The New Credit Agreement provides for a $160 million senior secured term loan (the "Initial
• $65 million — m loan (the "Initial Term Loan"), and a $65 million senior secured delayed draw term loan f
• $50 million — , at Oxford's discretion, an additional $50 million of draw capacity is available to the Co
• $45 million — s that the Company (i) possess at least $45 million of unrestricted cash at the time the In
• $15 million — Loan is funded and thereafter maintain $15 million of unrestricted cash in U.S.-based acco

Filing Documents

• ofix-20241107.htm (8-K) — 45KB
• ofix-ex10_1.htm (EX-10.1) — 1045KB
• 0000950170-24-124165.txt ( ) — 1358KB
• ofix-20241107.xsd (EX-101.SCH) — 23KB
• ofix-20241107_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 7, 2024, the Company, as borrower, and its U.S. subsidiaries entered into a $275 million secured credit agreement (the "New Credit Agreement") with Oxford Finance LLC, as administrative agent and as collateral agent ("Oxford") and certain lenders party thereto, including Oxford and K2 Healthventures LLC. Certain of the Company's foreign subsidiaries are expected to join the New Credit Agreement as guarantors shortly after the signing date. The New Credit Agreement provides for a $160 million senior secured term loan (the "Initial Term Loan"), and a $65 million senior secured delayed draw term loan facility (the "Term B Loan"). Draws under the Term B Loan are at the Company's option from January 1, 2025 through June 30, 2026, subject to, among other conditions, the Company's continuing compliance with a pro-forma total debt-to-EBITDA leverage ratio of less than 4.0x. EBITDA is a non-GAAP financial measure which represents earnings before interest income (expense), income taxes, depreciation, amortization, and other negotiated addbacks and adjustments. In addition, at Oxford's discretion, an additional $50 million of draw capacity is available to the Company, through January 1, 2029 (the "Term C Loan" and, together with the Term B Loan, the "Delayed Draw Term Loans" and collectively with the Initial Term Loan, the "Credit Facilities"). The Initial Term Loan and Delayed Draw Term Loans, to the extent ultimately drawn, will each mature in November 2029, following an interest-only payment period ending in December 2028, and monthly amortization of principal and accrued interest between January 2029 and November 2029. The Credit Facilities will be secured by a perfected first priority lien, or the equivalent security interest in each applicable jurisdiction, on substantially all of the assets of the Company and the applicable guarantors (subject to customary carveouts), including their respective U.S. i

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On the Effective Date, the Company repaid all amounts outstanding under and terminated its Financing Agreement, dated November 6, 2023, with Blue Torch Finance, LLC and certain lender parties thereto. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth under "Item 1.01. Entry into a Material Definitive Agreement" is incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 Loan and Security Agreement, dated as of November 7, 2024, among Orthofix Medical Inc., Orthofix US LLC, certain subsidiaries of Orthofix Medical Inc. from time to time party thereto as borrowers and/or guarantors, the lenders from time to time party thereto, and Oxford Finance LLC, as lender, administrative agent and collateral agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 hereunto duly authorized. Orthofix Medical Inc. Date: November 8, 2024 By: /s/ Andrs Cedrn Andrs Cedrn Chief Legal Officer

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View this 8-K filing on SEC EDGAR