8-K
filed January 5, 2023, 6:59 PM ET
CIK 0001637761
M&A
confidence high
sentiment neutral
materiality 0.90
SeaSpine Holdings Corp: M&A transaction — SeaSpine completes merger with Orthofix; SPNE delisted, each share converted to 0.4163 OFIX shares
SeaSpine Holdings Corp
- Merger completed Jan 5, 2023: each SeaSpine share converted to 0.4163 Orthofix shares; SPNE delisted from Nasdaq.
- Former SeaSpine stockholders own ~43.5% of combined Orthofix; Orthofix stock continues as OFIX.
- Keith Valentine (ex-SeaSpine CEO) becomes President and CEO of combined company; Jon Serbousek Executive Chairman.
- Credit agreement with Wells Fargo repaid and terminated in connection with merger.
- Inducement grants: ~140k RSUs and ~338k options to Valentine; combined ~244k RSUs and ~370k options to other new hires.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
John B. Henneman III resigned as Director at SeaSpine Holdings Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
As a result of the Merger and as of the effective time of the Merger, all of the current directors of the SeaSpine board of directors resigned from their directorships of SeaSpine and any committees of which they were a member.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Keith Valentine resigned as Director at SeaSpine Holdings Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
As a result of the Merger and as of the effective time of the Merger, all of the current directors of the SeaSpine board of directors resigned from their directorships of SeaSpine and any committees of which they were a member.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Shweta Singh Maniar resigned as Director at SeaSpine Holdings Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
As a result of the Merger and as of the effective time of the Merger, all of the current directors of the SeaSpine board of directors resigned from their directorships of SeaSpine and any committees of which they were a member.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stuart M. Essig resigned as Director at SeaSpine Holdings Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
As a result of the Merger and as of the effective time of the Merger, all of the current directors of the SeaSpine board of directors resigned from their directorships of SeaSpine and any committees of which they were a member.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SeaSpine Holdings Corp underwent a change of control involving Orthofix Medical, Inc. for 0.4163 fully paid and nonassessable shares of Orthofix common stock (closed 2023-01-05).
- Action
- change of control
- Counterparty
- Orthofix Medical, Inc.
- Consideration
- 0.4163 fully paid and nonassessable shares of Orthofix common stock
- Closing
- 2023-01-05
Exact text from the filing
a result of the Merger, each share of SeaSpine common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.4163 fully paid and nonassessable shares of Orthofix common stock (and, if applicable, cash in lieu of fractional shares), or the merger consideration, less any applicable withholding
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SeaSpine Holdings Corp terminated Amended and Restated Credit Agreement with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (effective 2023-01-05).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent
- Effective
- 2023-01-05
Exact text from the filing
Item 1.02 Termination of a Material Definitive Agreement. In connection with the Merger, on January 5, 2023, SeaSpine is repaying all of the outstanding obligations in respect of principal, interest and fees under the Amended and Restated Credit Agreement (the “ Credit Agreement ”), dated July 27, 2018, among SeaSpine and Project Maple Leaf Holdings ULC, as guarantors, and SeaSpine Orthopedics Corporation, SeaSpine, Inc., ISOTIS, Inc., SeaSpine Sales LLC, ISOTIS Orthobiologics, Inc., Theken Spine, LLC, SeaSpine Orthopedics Intermediate Co, Inc., 7D Surgical USA Inc. and 7D Surgical ULC, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, and terminated all applicable commitments under the Credit Agreement.
View on SEC.gov
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