8-K
filed September 1, 2023, 7:59 PM ET
ticker GMED
CIK 0001237831
M&A
confidence high
sentiment positive
materiality 0.75
GLOBUS MEDICAL INC (GMED): M&A transaction — Globus Medical completes merger with NuVasive; expands board, converts notes
GLOBUS MEDICAL INC
- NuVasive shareholders received 0.75 Globus shares per share; NuVasive stock ceased trading Aug 31.
- Globus Board expanded from 8 to 11; added NuVasive directors John DeFord, Leslie Norwalk, Daniel Wolterman.
- NuVasive's $450M 0.375% convertible notes now convertible into Globus common at 8.0399 shares/$1,000 principal.
- Globus guaranteed NuVasive's note obligations; also amended call/warrant options for Globus stock.
- Combined company positioned as leading global musculoskeletal firm; financial benefits to be discussed in Q3 call.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
GLOBUS MEDICAL INC amended convertible notes of $450.0 million with Wilmington Trust, National Association at 0.375% per annum maturing March 15, 2025.
- Instrument
- convertible notes
- Principal
- $450.0 million
- Counterparty
- Wilmington Trust, National Association
- Rate
- 0.375% per annum
- Maturity
- March 15, 2025
- Event
- amendment
Exact text from the filing
2, 2020 (the “Base Indenture” and, together with that certain First Supplemental Indenture, the “Indenture”), by and between NuVasive and the Trustee, relating to NuVasive’s $450.0 million in aggregate principal amount of 0.375% Convertible Senior Notes due 2025 (the “Notes”). As a result of the Merger, and pursuant to the First Supplemental Indenture, the Notes
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Leslie V. Norwalk was appointed as Director at GLOBUS MEDICAL INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
on September 1, 2023, the board of directors of Globus (the “Globus Board”) elected and designated Leslie V. Norwalk, John A. DeFord, and Daniel J. Wolterman (collectively, the “New Directors”), who were previously members of the board of directors of NuVasive, to serve on the Globus Board effective immediately after the consummation of the Merger.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel J. Wolterman was appointed as Director at GLOBUS MEDICAL INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
on September 1, 2023, the board of directors of Globus (the “Globus Board”) elected and designated Leslie V. Norwalk, John A. DeFord, and Daniel J. Wolterman (collectively, the “New Directors”), who were previously members of the board of directors of NuVasive, to serve on the Globus Board effective immediately after the consummation of the Merger.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John A. DeFord was appointed as Director at GLOBUS MEDICAL INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
on September 1, 2023, the board of directors of Globus (the “Globus Board”) elected and designated Leslie V. Norwalk, John A. DeFord, and Daniel J. Wolterman (collectively, the “New Directors”), who were previously members of the board of directors of NuVasive, to serve on the Globus Board effective immediately after the consummation of the Merger.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
GLOBUS MEDICAL INC completed an acquisition involving NuVasive, Inc. for 0.75 shares of Globus Class A Common Stock (closed 2023-09-01).
- Action
- acquisition
- Counterparty
- NuVasive, Inc.
- Consideration
- 0.75 shares of Globus Class A Common Stock
- Closing
- 2023-09-01
Exact text from the filing
owned subsidiary of Globus. At the consummation of the Merger, each issued and outstanding share of common stock of NuVasive, $0.001 par value per share, was converted into 0.75 fully paid and non-assessable shares of Globus Class A Common Stock, and the right to receive cash in lieu of fractional shares. The issuance of Globus Class A Common Stock in
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GLOBUS MEDICAL INC entered into First Supplemental Indenture with Wilmington Trust, National Association valued at $450.0 million (effective 2023-09-01).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Wilmington Trust, National Association
- Value
- $450.0 million
- Effective
- 2023-09-01
Exact text from the filing
on September 1, 2023, Globus Medical, Inc., a Delaware corporation (“Globus”), NuVasive, Inc., a Delaware corporation (“NuVasive”), and Wilmington Trust, National Association, as trustee (the “Trustee”) entered into that certain First Supplemental Indenture (the “First Supplemental Indenture”) to the Indenture, dated as of March 2, 2020 (the “Base Indenture” and, together with that certain First Supplemental Indenture, the “Indenture”), by and between NuVasive and the Trustee, relating to NuVasive’s $450.0 million in aggregate principal amount of 0.375% Convertible Senior Notes due 2025 (the “Notes”).
View on SEC.gov
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