OPKO Health Files 8-K on Agreement Termination & Asset Deal
Ticker: OPK · Form: 8-K · Filed: Sep 16, 2024 · CIK: 944809
| Field | Detail |
|---|---|
| Company | Opko Health, INC. (OPK) |
| Form Type | 8-K |
| Filed Date | Sep 16, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.01, $9,721,000, $237,500,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: agreement-termination, asset-disposition, acquisition, regulation-fd
Related Tickers: OPK
TL;DR
OPKO Health terminated a big deal and closed an asset transaction. Details in the 8-K.
AI Summary
On September 16, 2024, OPKO Health, Inc. filed an 8-K to report the termination of a material definitive agreement and the completion of an acquisition or disposition of assets. The filing also includes Regulation FD disclosures and financial statements/exhibits.
Why It Matters
This filing indicates significant corporate actions, including the end of a key agreement and a change in asset ownership, which could impact OPKO Health's financial structure and future operations.
Risk Assessment
Risk Level: medium — The termination of a material definitive agreement and completion of an asset disposition/acquisition suggests significant changes that could introduce financial or operational risks.
Key Players & Entities
- OPKO Health, Inc. (company) — Registrant
- September 16, 2024 (date) — Date of Report
FAQ
What was the nature of the material definitive agreement that was terminated?
The filing does not specify the nature of the material definitive agreement that was terminated, only that it occurred on or before September 16, 2024.
What was the nature of the acquisition or disposition of assets?
The filing does not provide details on the specific assets acquired or disposed of, only that the completion of such a transaction was reported on September 16, 2024.
Are there any financial implications detailed in this 8-K regarding the terminated agreement or asset transaction?
While the filing indicates the inclusion of financial statements and exhibits, it does not explicitly detail the financial implications of the terminated agreement or asset transaction within the provided text.
Does this 8-K filing relate to any specific product or segment of OPKO Health?
The provided text of the 8-K filing does not specify which products or business segments of OPKO Health are affected by the terminated agreement or the asset transaction.
What is the significance of the Regulation FD Disclosure mentioned in the filing?
The Regulation FD Disclosure indicates that OPKO Health is providing information to the public in accordance with fair disclosure rules, likely related to the events reported in the 8-K.
Filing Stats: 1,001 words · 4 min read · ~3 pages · Grade level 12.7 · Accepted 2024-09-16 17:00:42
Key Financial Figures
- $0.01 — ch registered Common Stock , par value $0.01 per share OPK NASDAQ Global Select M
- $9,721,000 — ent "). BioReference paid approximately $9,721,000 to repay all its obligations under the
- $237,500,000 — w Jersey, in exchange for approximately $237,500,000 in cash (the " Transaction "). Other t
Filing Documents
- opk20240903_8k.htm (8-K) — 36KB
- ex_720840.htm (EX-99.1) — 16KB
- ex_720841.htm (EX-99.2) — 261KB
- ex_720840img002.jpg (GRAPHIC) — 3KB
- opko.jpg (GRAPHIC) — 3KB
- 0001437749-24-029310.txt ( ) — 472KB
- opk-20240916.xsd (EX-101.SCH) — 3KB
- opk-20240916_def.xml (EX-101.DEF) — 11KB
- opk-20240916_lab.xml (EX-101.LAB) — 15KB
- opk-20240916_pre.xml (EX-101.PRE) — 11KB
- opk20240903_8k_htm.xml (XML) — 3KB
02
Item 1.02. Termination of a Material Definitive Agreement. Effective September 16, 2024, BioReference Health, LLC, a Delaware limited liability company (" BioReference "), a subsidiary of OPKO Health, Inc. (" OPKO " or the " Company "), repaid in full all of its obligations under and terminated that certain Amended and Restated Credit Agreement, dated as of August 30, 2021, by and among BioReference, certain of its subsidiaries, as borrowers or guarantors, the lenders party thereto, and JP Morgan Chase Bank, N.A., as administrative agent for the lenders (as amended, the " Credit Agreement "). BioReference paid approximately $9,721,000 to repay all its obligations under the Credit Agreement and did not incur any prepayment premium or penalty. The Credit Agreement was terminated in connection with the consummation of the Transaction described in Item 2.01 of this Current Report on Form 8-K. A description of the material terms of the Credit Agreement is set forth under the heading "Liquidity and Capital Resources" contained in Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed on August 7, 2024, and such description is incorporated by reference in this Item 1.02 of this Current Report on Form 8-K. The administrative agent under the Credit Agreement has, from time to time, provided investment banking, commercial banking, and advisory services to the Company, for which it has received customary fees.
01
Item 2.01. Completion of Acquisition or Disposition of Assets. As previously reported, on March 27, 2024, the Company, BioReference and Laboratory Corporation of America Holdings, a Delaware corporation (" Buyer "), entered into an Asset Purchase Agreement (the " Purchase Agreement "), pursuant to which BioReference and the Company agreed to sell and assign to Buyer, and Buyer agreed to purchase and assume from BioReference and the Company, certain assets and liabilities of BioReference's laboratory testing businesses focused on clinical diagnostics and reproductive and women's health across the United States, excluding New York and New Jersey, in exchange for approximately $237,500,000 in cash (the " Transaction "). Other than the Transaction, there is no material relationship between Buyer, the Company, any of the Company's affiliates, or any director or officer of the Company or any associate of any such director or officer. On September 16, 2024, the parties to the Purchase Agreement consummated the Transaction, and the Company received approximately $237,500,000 in cash, including escrow, subject to certain adjustments as set forth in the Purchase Agreement.
01
Item 7.01. Regulation FD Disclosure. On September 16, 2024, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent expressly stated in such filing.
Financial Statements and Exhibits
Financial Statements and Exhibits. (b) Pro Forma Financial Information The unaudited pro forma consolidated balance sheet of the Registrant, as of June 30, 2024, and the unaudited pro forma consolidated statements of operations for the six months ended June 30, 2024, and for the year ended December 31, 2023 are filed as Exhibit 99.2 to the Current Report on Form 8-K and are incorporated herein by reference. (d) Exhibits Exhibit No. Description 99.1 Press Release of the Company dated September 16, 2024 99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements 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. OPKO Health, Inc. By: /s/ Adam Logal Date: September 16, 2024 Name: Adam Logal Title: Senior Vice President, Chief Financial Officer