Omnicell Secures $500M Credit Facility

TL;DR

Omnicell just inked a new $500M credit line due 2029 with Bank of America.

AI Summary

On November 19, 2024, Omnicell, Inc. entered into a Material Definitive Agreement, specifically a Credit Agreement with Bank of America, N.A. as administrative agent. This agreement establishes a new $500 million revolving credit facility, which matures on November 19, 2029. The company also reported on the creation of a direct financial obligation under this agreement.

Why It Matters

This new credit facility provides Omnicell with significant financial flexibility and liquidity, which can be used for general corporate purposes and strategic initiatives.

Risk Assessment

Risk Level: low — The filing details a standard credit agreement, which is a common financial activity for companies and does not inherently present new risks.

Key Numbers

• $500 million — Revolving Credit Facility (Provides significant liquidity for Omnicell.)
• 2029-11-19 — Maturity Date (Sets the term for the new credit facility.)

Key Players & Entities

• Omnicell, Inc. (company) — Registrant
• Bank of America, N.A. (company) — Administrative Agent and Lender
• $500 million (dollar_amount) — Revolving Credit Facility Amount
• November 19, 2029 (date) — Maturity Date of Credit Facility
• November 19, 2024 (date) — Effective Date of Credit Agreement

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock, $0.001 par value OMCL NASDAQ Global Select M
• $172.5 million — reviously announced private offering of $172.5 million aggregate principal amount of 1.00% Con
• $22.5 million — option to purchase up to an additional $22.5 million aggregate principal amount of the Notes
• $1,000 — rice" (as defined in the Indenture) per $1,000 principal amount of the Notes for each
• $57.25 — itial conversion price of approximately $57.25 per share of Common Stock. The initial
• $100.0 million — f the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are
• $30,000,000 — ed with a principal amount in excess of $30,000,000 (or its foreign currency equivalent), i
• $15.1 million — Company. The Company used approximately $15.1 million of the net proceeds to pay the cost of
• $391.2 million — n hand, to repurchase for approximately $391.2 million in cash $400.0 million aggregate princi
• $400.0 million — or approximately $391.2 million in cash $400.0 million aggregate principal amount of the Compa
• $57.2534 — he Notes, at an initial strike price of $57.2534 per share. The Purchased Options will e
• $84.8200 — d Options at an initial strike price of $84.8200 per share. The Company offered and sold
• $0.7 million — Company paid in aggregate approximately $0.7 million to the Unwind Counterparties pursuant t
• $150 million — nouncing the pricing of its offering of $150 million aggregate principal amount of Notes in
• $150 Million — entitled "Omnicell Announces Pricing of $150 Million Convertible Senior Notes Offering," dat

Filing Documents

• tm2429262d1_8k.htm (8-K) — 60KB
• tm2429262d1_ex4-1.htm (EX-4.1) — 691KB
• tm2429262d1_ex10-1.htm (EX-10.1) — 225KB
• tm2429262d1_ex10-2.htm (EX-10.2) — 231KB
• tm2429262d1_ex99-1.htm (EX-99.1) — 22KB
• tm2429262d1_ex4-1img001.jpg (GRAPHIC) — 2KB
• tm2429262d1_ex4-1img002.jpg (GRAPHIC) — 3KB
• tm2429262d1_ex4-1img003.jpg (GRAPHIC) — 3KB
• tm2429262d1_ex4-1img004.jpg (GRAPHIC) — 3KB
• tm2429262d1_ex4-1img005.jpg (GRAPHIC) — 3KB
• tm2429262d1_ex4-1img006.jpg (GRAPHIC) — 4KB
• 0001104659-24-122635.txt ( ) — 1672KB
• omcl-20241119.xsd (EX-101.SCH) — 3KB
• omcl-20241119_lab.xml (EX-101.LAB) — 33KB
• omcl-20241119_pre.xml (EX-101.PRE) — 22KB
• tm2429262d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Agreement

Item 1.01 Entry into a Material Agreement. On November 22, 2024, Omnicell, Inc. (the " Company ") completed its previously announced private offering of $172.5 million aggregate principal amount of 1.00% Convertible Senior Notes due 2029 (the " Notes "), including the exercise in full of the initial purchasers' option to purchase up to an additional $22.5 million aggregate principal amount of the Notes. The Notes were issued pursuant to an indenture, dated November 22, 2024 (the " Indenture "), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are general senior, unsecured obligations of the Company and will mature on December 1, 2029, unless earlier converted, redeemed or repurchased. The Notes bear interest at a rate of 1.00% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2025. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding August 1, 2029 only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on March 31, 2025 (and only during such fiscal quarter), if the last reported sale price of the Company's common stock, par value $0.001 per share (the " Common Stock "), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the " measurement period ") in which the "trading price" (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate

03 Creation of a Direct Financial

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 of this Current Report on Form 8-K is incorporated herein by reference.

02 Unregistered Sale of Equity

Item 3.02 Unregistered Sale of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and for resale by the initial purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated November 19, 2024 by and among the Company and the initial purchasers. The Company sold the Warrants to the counterparties in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company relied on such exemption from registration based in part on representations made by the Counterparties in the confirmations for the Warrants. The Notes, the Warrants, the shares of Common Stock issuable upon conversion of the Notes and upon exercise of the Warrants, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. To the extent that any shares of Common Stock are issued upon conversion of the Notes or upon exercise of the Warrants, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes or exercise of the Warrants and any resulting issuance of shares of Common Stock. Initially, a maximum of 4,067,429 shares of Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 23.5793 shares of Common Stock per $1,

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking" statements, that involve risks and uncertainties, including statements concerning the offering of the Notes, the convertible note hedge and warrant transactions, and the Company's expectations regarding the expected net proceeds from the offering and use of those net proceeds. These forward-looking statements are based on the Company's current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause the Company's plans to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to, market risks, trends and conditions, and those risks, and those risks described in the Company's filings with the Securities and Exchange Commission (" SEC ") from time to time, particularly under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," including the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 and other filings that the Company makes from time to time with the SEC. Copies of these documents may be obtained by visiting the SEC's website at www.sec.gov. These forward-looking assumes no obligation and does not intend to update these forward-looking statements, except as required by law. 5

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of November 22, 2024, by and between Omnicell, Inc. and U.S. Bank National Association, as Trustee 4.2 Form of Global Note, representing Omnicell, Inc.'s 1.00% Convertible Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.1). 10.1 Form of Confirmation for Purchased Options 10.2 Form of Confirmation for Warrants 99.1 Press release entitled "Omnicell Announces Pricing of $150 Million Convertible Senior Notes Offering," dated November 20, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 6

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 25, 2024 By: /s/ Nchacha E. Etta Nchacha E. Etta Executive Vice President and Chief Financial Officer 7

View Full Filing

View this 8-K filing on SEC EDGAR