INVACARE HOLDINGS Corp: M&A transaction — Invacare emerges from Chapter 11 with $85M Highbridge loan, $40M ABL, and $46.5M convertible notes

Pursuant to the Highbridge Loan Agreement, Old Invacare is deemed to have borrowed on the Closing Date an aggregate principal amount of $85 million secured term loans, which secured term loans consist of $55.5 million of secured term loans continued from the Original Credit Agreement and $29.5 million of secured term loans converted from secured term loans under the Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of February 2, 2023, among Old Invacare, the lenders party thereto, Cantor Fitzgerald Securities, as administrative agent for the lenders thereunder and GLAS Trust Corporation Limited, as collateral agent for the secured parties thereunder. The secured term loan is scheduled to mature on May 5, 2027 and accrues interest at an annual rate of Term SOFR + 8.00% or a base rate plus 7.00%.

newly-appointed members, Marec. E. Edgar, Abraham T. Han, Peter J. Kuipers, Kimberly S. Lody, and Randel G. Owen

newly-appointed members, Marec. E. Edgar, Abraham T. Han, Peter J. Kuipers, Kimberly S. Lody, and Randel G. Owen

Edward F. Crawford, Petra Danielsohn-Weil, Marc M. Gibeley, Michael J. Merriman Jr., Clifford D. Nastas and Aron I. Schwartz ceased to be members of Old Invacare’s board of directors

newly-appointed members, Marec. E. Edgar, Abraham T. Han, Peter J. Kuipers, Kimberly S. Lody, and Randel G. Owen

Edward F. Crawford, Petra Danielsohn-Weil, Marc M. Gibeley, Michael J. Merriman Jr., Clifford D. Nastas and Aron I. Schwartz ceased to be members of Old Invacare’s board of directors

newly-appointed members, Marec. E. Edgar, Abraham T. Han, Peter J. Kuipers, Kimberly S. Lody, and Randel G. Owen

newly-appointed members, Marec. E. Edgar, Abraham T. Han, Peter J. Kuipers, Kimberly S. Lody, and Randel G. Owen

Edward F. Crawford, Petra Danielsohn-Weil, Marc M. Gibeley, Michael J. Merriman Jr., Clifford D. Nastas and Aron I. Schwartz ceased to be members of Old Invacare’s board of directors

Edward F. Crawford, Petra Danielsohn-Weil, Marc M. Gibeley, Michael J. Merriman Jr., Clifford D. Nastas and Aron I. Schwartz ceased to be members of Old Invacare’s board of directors

Edward F. Crawford, Petra Danielsohn-Weil, Marc M. Gibeley, Michael J. Merriman Jr., Clifford D. Nastas and Aron I. Schwartz ceased to be members of Old Invacare’s board of directors

Edward F. Crawford, Petra Danielsohn-Weil, Marc M. Gibeley, Michael J. Merriman Jr., Clifford D. Nastas and Aron I. Schwartz ceased to be members of Old Invacare’s board of directors

In connection with the issuance of the Convertible Preferred Stock, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware on May 5, 2023 to establish the designations, powers, preferences and rights of the Convertible Preferred Stock and the qualifications, limitations and restrictions thereof, including the dividend rate, the redemption provisions, the amount payable with respect thereto in the event of the Company’s voluntary or involuntary liquidation, winding-up or dissolution, restrictions on the issuance of shares of the same series or of any other class or series, the terms and conditions of conversion of the Convertible Preferred Stock and the voting rights of the Convertible Preferred Stock. The Certificate of Designations became effective upon such filing.

the Company amended and restated its certificate of incorporation (the “Charter”) and bylaws (the “Bylaws”), each of which became effective on the Effective Date.

the Company amended and restated its certificate of incorporation (the “Charter”) and bylaws (the “Bylaws”), each of which became effective on the Effective Date.

In connection with the Restructuring, Old Invacare completed a series of transactions pursuant to which it became a wholly owned subsidiary of Invacare Holdings Corporation, a Delaware corporation (“Invacare” or the “Company”)

In connection with the emergence from the Chapter 11 Cases, on May 5, 2023, the Company entered into a Loan and Security Agreement (the “Loan and Security Agreement”) by and among the Company, certain of the Company’s direct and indirect North American subsidiaries (the “ABL Borrowers”), certain other of the Company’s direct and indirect North American subsidiaries (together with the Company, the “ABL Guarantors”), Invacare International Holdings Corp., and White Oak ABL, LLC and White Oak Commercial Finance, LLC (together, the “ABL Lenders”).

On May 5, 2023 (the “Closing Date”), Old Invacare and the Company entered into an Amended and Restated Credit Agreement, which Amended and Restated Credit Agreement amends, restates and replaces in its entirety the Credit Agreement, originally dated as of July 26, 2022, among Old Invacare, the lenders party thereto, Cantor Fitzgerald Securities, as administrative agent for the lenders thereunder and GLAS Trust Corporation Limited, as collateral agent for the secured parties thereunder (the “Original Loan Agreement”), (such Amended and Restated Credit Agreement, the “Highbridge Loan Agreement”) with certain funds managed by Highbridge Capital Management, LLC (“Highbridge”), as the lenders (together with the other lenders from time to time party thereto, the “Lenders”), Cantor Fitzgerald Securities as administrative agent and GLAS Trust Company LLC, as collateral agent.