Omnicell, Inc. Files 8-K: Material Agreement, Other Events

TL;DR

Omnicell signed a big deal, filing an 8-K with new agreements and financial info.

AI Summary

On November 18, 2024, Omnicell, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported other events and filed financial statements and exhibits. The filing does not contain specific dollar amounts or further details on the agreement.

Why It Matters

This 8-K filing indicates a significant new agreement for Omnicell, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent a significant change or commitment for the company, but lacks specific details to fully assess the risk.

Key Players & Entities

• OMNICELL, INC. (company) — Registrant
• November 18, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value OMCL NASDAQ Global Select M
• $200 million — 25 Notes") will apply only if more than $200 million in the aggregate principal amount of th
• $150 million — ase announcing the proposed offering of $150 million aggregate principal amount of convertib
• $22.5 million — 9 Notes are issued, up to an additional $22.5 million aggregate principal amount of 2029 Note
• $150 Million — Announces Proposed Private Placement of $150 Million of Convertible Senior Notes" dated Nove

Filing Documents

• tm2428678d1_8k.htm (8-K) — 30KB
• tm2428678d1_ex10-1.htm (EX-10.1) — 49KB
• tm2428678d1_ex99-1.htm (EX-99.1) — 20KB
• 0001104659-24-120206.txt ( ) — 282KB
• omcl-20241118.xsd (EX-101.SCH) — 3KB
• omcl-20241118_lab.xml (EX-101.LAB) — 33KB
• omcl-20241118_pre.xml (EX-101.PRE) — 22KB
• tm2428678d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. In connection with the Offering (as defined below), on November 18, 2024, Omnicell, Inc. (the "Company"), as borrower, entered into a First Amendment to Second Amended and Restated Credit Agreement (the "Amendment") with the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent for the lenders. Pursuant to the Amendment, effective as of pricing of the Offering, the springing maturity for the revolving credit facility that is tied to the outstanding principal amount of the Company's existing 0.25% Convertible Senior Notes due 2025 (the "2025 Notes") will apply only if more than $200 million in the aggregate principal amount of the 2025 Notes remain outstanding as of 91 days prior to the maturity date of the 2025 Notes. References to the terms of the Amendment and the Second Amended and Restated Credit Agreement are qualified in their entirety by reference to the full text of the Amendment, which is incorporated herein by reference to Exhibit 10.1.

01 Other Events

Item 8.01 Other Events. On November 18, 2024, the Company issued a press release announcing the proposed offering of $150 million aggregate principal amount of convertible senior notes due 2029 (the "2029 Notes") in a private placement (the "Offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Company also announced its intent to grant the initial purchasers of the 2029 Notes an option to purchase, during a 13-day period beginning on, and including, the first date on which the 2029 Notes are issued, up to an additional $22.5 million aggregate principal amount of 2029 Notes. A copy of the press release announcing the Offering is attached hereto as Exhibit 99.1 and incorporated herein by reference. This Current Report on Form 8-K (this "Report") is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer to sell, solicitation of an offer to buy or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offers of the securities would be made only by means of a confidential offering memorandum. These securities have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 10.1 First Amendment to Second Amended and Restated Credit Agreement, dated as of November 18, 2024 among Omnicell, Inc., the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent 99.1 Press Release titled "Omnicell Announces Proposed Private Placement of $150 Million of Convertible Senior Notes" dated November 18, 2024 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. OMNICELL, INC. Date: November 18, 2024 /s/ Nchacha E. Etta Nchacha E. Etta Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR