--- schema_version: "secwatch.filing_event.v1" accession: "0000742112-23-000071" form_type: "8-K12G3" ticker: null cik: "0000742112" company_name: "INVACARE HOLDINGS Corp" filed_at: "2023-05-08T23:59:59+00:00" generated_at: "2026-06-15T14:51:39.969518+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Invacare emerges from Chapter 11 with $85M Highbridge loan, $40M ABL, and $46.5M convertible notes ## Summary - Effective May 5, 2023; old equity canceled; new common shares issued to backstop parties (6,973,654 shares) and others (9,999,980 common, 6,750,011 convertible preferred). - New $85M Highbridge Loan (SOFR+8%) matures 2027; $40M White Oak ABL facility (SOFR+5%) matures 2026. - Issued $25.739M Tranche I and $20.736M Tranche II 7.5% Convertible Senior Secured Notes due 2028; conversion price $1.72/share. - Old Invacare's prepetition debt ($232.9M+ in convertible notes) and all equity canceled; no value for prior holders. - New board appointed: Marec Edgar, Abraham Han, Peter Kuipers, Kimberly Lody, Randel Owen; Crawford, Danielsohn-Weil, Gibeley, Merriman, Nastas, Schwartz departed. ## SEC filing metadata - accession: 0000742112-23-000071 - form_type: 8-K12G3 - cik: 0000742112 - company_name: INVACARE HOLDINGS Corp - filed_at: 2023-05-08T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 5.03, 1.02, 2.03, 3.02, 3.03, 5.01, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/ivc-20230505.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000742112-23-000071 - JSON: https://secwatch.observer/filing/0000742112-23-000071.json - Plain text: https://secwatch.observer/filing/0000742112-23-000071.txt ## Key facts - Debt Financings INVACARE HOLDINGS Corp incurred term loan of $85 million with Highbridge Capital Management, LLC at Term SOFR + 8.00% or base rate + 7.00% maturing May 5, 2027. - Instrument: term loan - Principal: $85 million - Counterparty: Highbridge Capital Management, LLC - Rate: Term SOFR + 8.00% or base rate + 7.00% - Maturity: May 5, 2027 - Event: incurrence source text: 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%. evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - Executive change Kimberly S. Lody was appointed as Director at INVACARE HOLDINGS Corp. - Action: appointed - Role: Director source text: newly-appointed members, Marec. E. Edgar, Abraham T. Han, Peter J. Kuipers, Kimberly S. Lody, and Randel G. Owen evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - Executive change Marec E. Edgar was appointed as Director at INVACARE HOLDINGS Corp. - Action: appointed - Role: Director source text: newly-appointed members, Marec. E. Edgar, Abraham T. Han, Peter J. Kuipers, Kimberly S. Lody, and Randel G. Owen evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - Executive change Clifford D. Nastas departed as Director at INVACARE HOLDINGS Corp. - Action: ceased to be a member - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - Executive change Peter J. Kuipers was appointed as Director at INVACARE HOLDINGS Corp. - Action: appointed - Role: Director source text: newly-appointed members, Marec. E. Edgar, Abraham T. Han, Peter J. Kuipers, Kimberly S. Lody, and Randel G. Owen evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - Executive change Edward F. Crawford departed as Director at INVACARE HOLDINGS Corp. - Action: ceased to be a member - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - Executive change Randel G. Owen was appointed as Director at INVACARE HOLDINGS Corp. - Action: appointed - Role: Director source text: newly-appointed members, Marec. E. Edgar, Abraham T. Han, Peter J. Kuipers, Kimberly S. Lody, and Randel G. Owen evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - Executive change Abraham T. Han was appointed as Director at INVACARE HOLDINGS Corp. - Action: appointed - Role: Director source text: newly-appointed members, Marec. E. Edgar, Abraham T. Han, Peter J. Kuipers, Kimberly S. Lody, and Randel G. Owen evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - Executive change Marc M. Gibeley departed as Director at INVACARE HOLDINGS Corp. - Action: ceased to be a member - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - Executive change Aron I. Schwartz departed as Director at INVACARE HOLDINGS Corp. - Action: ceased to be a member - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - Executive change Petra Danielsohn-Weil departed as Director at INVACARE HOLDINGS Corp. - Action: ceased to be a member - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - Executive change Michael J. Merriman Jr. departed as Director at INVACARE HOLDINGS Corp. - Action: ceased to be a member - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - Governance Changes INVACARE HOLDINGS Corp: Established Series A Convertible Participating Preferred Stock via Certificate of Designations (effective 2023-05-05). - Change: charter amendment - Effective: 2023-05-05 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - Governance Changes INVACARE HOLDINGS Corp: Amended and restated the certificate of incorporation. - Change: charter amendment source text: the Company amended and restated its certificate of incorporation (the “Charter”) and bylaws (the “Bylaws”), each of which became effective on the Effective Date. evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - Governance Changes INVACARE HOLDINGS Corp: Amended and restated the bylaws. - Change: bylaw amendment source text: the Company amended and restated its certificate of incorporation (the “Charter”) and bylaws (the “Bylaws”), each of which became effective on the Effective Date. evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - M&A Transactions INVACARE HOLDINGS Corp completed an acquisition involving Invacare Corporation (Old Invacare) (closed 2023-05-05). - Action: acquisition - Counterparty: Invacare Corporation (Old Invacare) - Closing: 2023-05-05 source text: 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”) evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - Material Agreements INVACARE HOLDINGS Corp entered into Loan and Security Agreement with White Oak ABL, LLC and White Oak Commercial Finance, LLC valued at provides for an asset-based lending senior secured revolving credit facility of up to $40,000,000, i (effective 2023-05-05). - Action: entry - Agreement: credit facility - Counterparty: White Oak ABL, LLC and White Oak Commercial Finance, LLC - Value: provides for an asset-based lending senior secured revolving credit facility of up to $40,000,000, i - Effective: 2023-05-05 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm - Material Agreements INVACARE HOLDINGS Corp entered into Highbridge Loan Agreement with Highbridge Capital Management, LLC valued at aggregate principal amount of $85 million secured term loans (effective 2023-05-05). - Action: entry - Agreement: credit facility - Counterparty: Highbridge Capital Management, LLC - Value: aggregate principal amount of $85 million secured term loans - Effective: 2023-05-05 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/742112/000074211223000071/0000742112-23-000071-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.