CONMED CORP: entering into a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, unrecorded sale of equity securities, other events, financial statements and parts (Form 8-K)

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Section 1.01 Entering into a Material Definitive Agreement.

On June 6, 2022, CONMED Company (“CONMED”) made an unregistered private offering of $800 million aggregate principal amount of its 2.25% Convertible Notes due 2027 (the “Notes”), which amount includes the exercise in full of the Initial Investors’ option to purchase additional Notes.

CONMED intends to use approximately $116 million the net proceeds of the Notes offering to pay the cost of the convertible note hedging transactions entered into under the offering (after such cost is partially offset by the proceeds of the concurrent warrant transactions). CONMED intends to use a portion of the remaining net proceeds of the offering to redeem or exchange a portion of its 2.625% Convertible Senior Notes due 2024 (the “Existing Notes”). CONMED intends to use the remaining net proceeds to pay a portion of the cash consideration for its recently announced acquisition of
In2Bones Global, Inc. (“In2Bones”) and repay a portion of outstanding debt under its credit facilities.

Indenture

On June 6, 2022CONMED has entered into a trust indenture (the “Trust Indenture”), dated
June 6, 2022with US Bank Trust Company, National Associationas trustee (the “Trustee”) in connection with the issuance of the Notes.

The notes bear interest at the rate of 2.25% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, starting December 15, 2022. The Notes will expire on June 15, 2027unless redeemed, redeemed or converted earlier.

Subject to the terms of the Indenture, the Notes may be converted at an initial conversion rate of 6.8810 Common Shares, par $0.01 per share, of CONMED (“Common Stock”) by $1,000 principal amount of the Notes (equivalent to an initial conversion price of approximately $145.33 per common share). Holders of Notes may convert their Notes at their option at any time from March 15, 2027 until the second scheduled Trading Day preceding the Maturity Date. Noteholders will also have the right to convert the Notes before March 15, 2027, but only upon the occurrence of specified events described in the trust deed. The conversion rate is subject to anti-dilution adjustments if certain events occur.

Prior to June 20, 2025, tickets will not be refundable. On or after June 20, 2025, CONMED may redeem for cash all or part of the Notes (subject to certain exceptions), at its option, if the last stated sale price of the CONMED common stock was at least 130% of the then prevailing conversion price. for at least 20 trading days (whether or not consecutive) during any period of 30 consecutive trading days (including the last trading day of such period) ending on the trading day immediately preceding the date CONMED provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but not including, the redemption date. No sinking fund is provided for the Notes.

If certain corporate events (each defined in the Deed as a “Fundamental Change of Achievement”) occur prior to the maturity date of the Notes, and a holder elects to convert their Notes in connection with such corporate event, CONMED, under certain circumstances, increase the conversion rate of the Notes so tendered for conversion by an additional number of Common Shares as specified in the Indenture. No conversion rate adjustment will be made if the price paid or deemed to be paid per Common Share at such corporate event is either less than $111.79 per share or more than $575.00 per share.

If a Specified “Fundamental Change” (as defined in the Indenture) occurs prior to the Maturity Date of the Notes, in certain circumstances each Holder may require CONMED to redeem all or a portion of its Notes at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest up to, but not including, the date of redemption.

Pursuant to the Indenture, the Notes may be accelerated upon the occurrence of certain customary events of default. In the event of an event of default with respect to the Securities resulting from specified events of bankruptcy or insolvency of CONMED, 100% of principal and accrued and unpaid interest on the Securities shall automatically become due and payable. If any other Event of Default with respect to the Notes under the Indenture occurs or continues, the Trustee or the holders of not less than 25% of the aggregate Principal Amount of Notes then outstanding may declare that the principal amount tickets is immediately due and payable.

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The Description of the Indenture is a summary and is qualified in its entirety by reference to the full text of the Indenture, a copy of which is filed as Schedule 4.1 hereto and is incorporated herein by reference.

Convertible note and warrant hedging transactions

In connection with the offering of the Notes, CONMED has entered into convertible note hedging transactions with (i) Bank of America, North America., (ii) Barclays Bank PLC, (iii) Jefferies International Limited(iv) JPMorgan Chase Bank, National Association(v) Nomura Global Financial Products Inc. and V) Wells Fargo Bank, National Association (each, an “Option Consideration”). The convertible note hedging transactions hedge, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of common shares underlying the notes. Concurrent with entering into the convertible note hedging transactions, CONMED also entered into warrant transactions with each option counterparty whereby CONMED sold to such option counterparty warrants to purchase, subject to the usual anti-dilution. . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet arrangement of a registrant.

The information set forth in Section 1.01 of this Current Report on Form 8-K under the headings “Indenture of Trust”, “Supplemental Indenture of Trust” and “Amendment to Credit Agreement” is incorporated herein by reference.

Item 3.02 Unrecorded Sales of Equity securities.

The information set forth in Section 1.01 of this Current Report on Form 8-K under the heading “Indenture” and the information set forth in Section 8.01 of this Current Report on Form 8-K under the heading “Redemption of Existing Notes are incorporated herein. by reference. CONMED has placed the Notes in a private placement pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes and the common shares issuable upon conversion of the Notes, if any, have not been and will not be registered under the securities law or the securities laws of any other jurisdiction and may not be offered or sold in United States the absence of registration or an applicable exemption from registration requirements.


Item 8.01 Other Events.


Existing Notes Repurchases

In addition, pursuant to separate private transactions individually negotiated with certain holders of the Existing Bonds, CONMED has purchased or exchanged approximately $275 million the aggregate principal amount of the Existing Securities for an aggregate consideration consisting of approximately $277.5 million cash, which includes accrued interest, and approximately 0.9 million shares of CONMED common stock. CONMED expects that certain holders of Existing Securities who sell their Existing Securities to CONMED, or exchange their Existing Securities with CONMED, will have hedged their equity price risk with respect to such Securities and will unwind some or all of their hedging positions by purchasing the securities of CONMED Common Stock and/or entering into or unwinding various derivative transactions relating to CONMED Common Stock. The amount of CONMED common stock to be purchased by Covered Holders may be substantial relative to historical average daily trading volume. The approximately 0.9 million shares of CONMED common stock were issued in exchange for the existing notes in a private placement pursuant to Section 4(a)(2) of the Securities Act.

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In addition, CONMED has entered into agreements with the Concessionaires party to certain Convertible Note Hedge Transactions related to the Existing Notes (the “Existing Note Hedges”) to terminate a corresponding portion of such Existing Note Hedges. In connection with such terminations, CONMED will receive cash in an amount to be determined pursuant to the termination agreements, which CONMED intends to use for general corporate purposes. CONMED has also entered into agreements with these merchant counterparties to unwind certain warrant transactions sold upon issuance of the Existing Notes.

Item 9.01 Financial statements and supporting documents.


(d) Exhibits.

Exhibit
No.                                  Description of Exhibit

4.1             Indenture, dated as of June 6, 2022, by and between CONMED
              Corporation and U.S. Bank Trust Company, National Association, as
              trustee.

4.2             Supplemental Indenture, dated as of June 6, 2022, to the
              Indenture, dated January 29, 2019, by and between CONMED Corporation
              and U.S. Bank Trust Company, National Association, as successor to
              MUFG Union Bank, N.A. as trustee.

10.1            Base Note Hedge Transaction Confirmation, dated as of June 1,
              2022, between CONMED Corporation and Barclays Bank PLC, through its
              agent Barclays Capital Inc.

10.2            Base Note Hedge Transaction Confirmation, dated as of June 1,
              2022, between CONMED Corporation and Bank of America, N.A.

10.3            Base Note Hedge Transaction Confirmation, dated as of June 1,
              2022, among CONMED Corporation, Jefferies International Limited and
              Jefferies LLC, as agent.

10.4            Base Note Hedge Transaction Confirmation, dated as of June 1,
              2022, between CONMED Corporation and JPMorgan Chase Bank, National
              Association.

10.5            Base Note Hedge Transaction Confirmation, dated as of June 1,
              2022, between CONMED Corporation and Nomura Global Financial
              Products Inc., through its agent Nomura Securities International,
              Inc.

10.6            Base Note Hedge Transaction Confirmation, dated as of June 1,
              2022, between CONMED Corporation and Wells Fargo Bank, National
              Association.

10.7            Base Warrant Transaction Confirmation, dated as of June 1, 2022,
              between CONMED Corporation and Barclays Bank PLC, through its agent
              Barclays Capital Inc.

10.8            Base Warrant Transaction Confirmation, dated as of June 1, 2022,
              between CONMED Corporation and Bank of America, N.A.

10.9            Base Warrant Transaction Confirmation, dated as of June 1, 2022,
              among CONMED Corporation, Jefferies International Limited and
              Jefferies LLC, as agent.

10.10           Base Warrant Transaction Confirmation, dated as of June 1, 2022,
              between CONMED Corporation and JPMorgan Chase Bank, National
              Association.

10.11           Base Warrant Transaction Confirmation, dated as of June 1, 2022,
              between CONMED Corporation and Nomura Global Financial Products
              Inc., through its agent Nomura Securities International, Inc.

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10.12           Base Warrant Transaction Confirmation, dated as of June 1, 2022,
              between CONMED Corporation and Wells Fargo Bank, National
              Association.

10.13           Additional Note Hedge Transaction Confirmation, dated as of
              June 2, 2022, between CONMED Corporation and Barclays Bank PLC,
              through its agent Barclays Capital Inc.

10.14           Additional Note Hedge Transaction Confirmation, dated as of
              June 2, 2022, between CONMED Corporation and Bank of America, N.A.


10.15           Additional Note Hedge Transaction Confirmation, dated as of
              June 2, 2022, among CONMED Corporation, Jefferies International
              Limited and Jefferies LLC, as agent.

10.16           Additional Note Hedge Transaction Confirmation, dated as of
              June 2, 2022, between CONMED Corporation and JPMorgan Chase Bank,
              National Association.

10.17           Additional Hedge Transaction Confirmation, dated as of June 1,
              2022, between CONMED Corporation and Nomura Global Financial
              Products Inc., through its agent Nomura Securities International,
              Inc.

10.18           Additional Note Hedge Transaction Confirmation, dated as of
              June 2, 2022, between CONMED Corporation and Wells Fargo Bank,
              National Association.

10.19           Additional Warrant Transaction Confirmation, dated as of June 2,
              2022, between CONMED Corporation and Barclays Bank PLC, through its
              agent Barclays Capital Inc.

10.20           Additional Warrant Transaction Confirmation, dated as of June 2,
              2022, between CONMED Corporation and Bank of America, N.A.

10.21           Additional Warrant Transaction Confirmation, dated as of June 2,
              2022, among CONMED Corporation, Jefferies International Limited and
              Jefferies LLC, as agent.

10.22           Additional Warrant Transaction Confirmation, dated as of June 2,
              2022, between CONMED Corporation and JPMorgan Chase Bank, National
              Association.

10.23           Additional Warrant Transaction Confirmation, dated as of June 2,
              2022, between CONMED Corporation and Nomura Global Financial
              Products Inc., through its agent Nomura Securities International,
              Inc.

10.24           Additional Warrant Transaction Confirmation, dated as of June 2,
              2022, between CONMED Corporation and Wells Fargo Bank, National
              Association.

10.25           First Amendment, dated June 6, 2022, to the Seventh Amended and
              Restated Credit Agreement, dated as of July 16, 2021, among CONMED
              Corporation, the foreign subsidiary borrowers from time to time
              party thereto, the several lenders from time to time party thereto
              and JPMorgan Chase Bank, N.A., as administrative agent.

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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