--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-227202" form_type: "8-K" ticker: null cik: "0001142596" company_name: "NUVASIVE INC" filed_at: "2023-09-01T23:59:59+00:00" generated_at: "2026-06-11T00:22:03.005130+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # NuVasive completes merger with Globus Medical, shareholders get 0.75 GMED shares ## Summary - Merger closed Sep 1, 2023; NuVasive shareholders received 0.75 Globus Medical Class A shares per NUVA share. - NuVasive common stock to be delisted from Nasdaq after Form 25 filed; reporting obligations to be suspended. - CEO J. Christopher Barry and CFO Matthew Harbaugh depart; Daniel Scavilla named CEO, Keith Pfeil CFO of NuVasive. - All prior directors cease; Scavilla and Pfeil become directors; charter and bylaws amended. - Convertible notes and bond hedges amended; conversion rights now based on Globus Medical common stock. ## SEC filing metadata - accession: 0001193125-23-227202 - form_type: 8-K - cik: 0001142596 - company_name: NUVASIVE INC - filed_at: 2023-09-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1142596/000119312523227202/0001193125-23-227202-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1142596/000119312523227202/d469541d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-227202 - JSON: https://secwatch.observer/filing/0001193125-23-227202.json - Plain text: https://secwatch.observer/filing/0001193125-23-227202.txt ## Key facts - Executive change Michael Farrington departed as senior vice president at NUVASIVE INC. - Action: ceased - Role: senior vice president source text: each of Michael Farrington, Nathaniel B. Sisitsky and Dale Wolf ceased to be senior vice presidents of NuVasive evidence_url: https://www.sec.gov/Archives/edgar/data/1142596/000119312523227202/0001193125-23-227202-index.htm - Executive change Daniel Scavilla was appointed as director at NUVASIVE INC. - Action: appointed - Role: director source text: Daniel Scavilla and Keith Pfeil, each a director of Merger Sub immediately prior to the Effective Time, became a director of NuVasive evidence_url: https://www.sec.gov/Archives/edgar/data/1142596/000119312523227202/0001193125-23-227202-index.htm - Executive change Nathaniel B. Sisitsky departed as senior vice president at NUVASIVE INC. - Action: ceased - Role: senior vice president source text: each of Michael Farrington, Nathaniel B. Sisitsky and Dale Wolf ceased to be senior vice presidents of NuVasive evidence_url: https://www.sec.gov/Archives/edgar/data/1142596/000119312523227202/0001193125-23-227202-index.htm - Executive change Dale Wolf departed as senior vice president at NUVASIVE INC. - Action: ceased - Role: senior vice president source text: each of Michael Farrington, Nathaniel B. Sisitsky and Dale Wolf ceased to be senior vice presidents of NuVasive evidence_url: https://www.sec.gov/Archives/edgar/data/1142596/000119312523227202/0001193125-23-227202-index.htm - Executive change Keith Pfeil was appointed as director at NUVASIVE INC. - Action: appointed - Role: director source text: Daniel Scavilla and Keith Pfeil, each a director of Merger Sub immediately prior to the Effective Time, became a director of NuVasive evidence_url: https://www.sec.gov/Archives/edgar/data/1142596/000119312523227202/0001193125-23-227202-index.htm - M&A Transactions NUVASIVE INC underwent a change of control involving Globus Medical, Inc. for 0.75 fully paid and non-assessable shares of Globus Medical Class A Common Stock per share of NuVasive Common Stock (closed 2023-09-01). - Action: change of control - Counterparty: Globus Medical, Inc. - Consideration: 0.75 fully paid and non-assessable shares of Globus Medical Class A Common Stock per share of NuVasive Common Stock - Closing: 2023-09-01 source text: immediately prior to the Effective Time (other than certain excluded shares as described in the Merger Agreement) was cancelled and converted into the right to receive 0.75 fully paid and non-assessable shares (the “Exchange Ratio” and such shares, the “Merger Consideration”) of Globus Medical Class A Common Stock, with cash in lieu of fractional evidence_url: https://www.sec.gov/Archives/edgar/data/1142596/000119312523227202/0001193125-23-227202-index.htm - Material Agreements NUVASIVE INC terminated Second Amended and Restated Credit Agreement with Bank of America, N.A. (effective 2023-09-01). - Action: termination - Agreement: credit facility - Counterparty: Bank of America, N.A. - Effective: 2023-09-01 source text: the Company terminated all commitments and repaid in full all obligations due under the Second Amended and Restated Credit Agreement, dated as of February 24, 2020 evidence_url: https://www.sec.gov/Archives/edgar/data/1142596/000119312523227202/0001193125-23-227202-index.htm - Material Agreements NUVASIVE INC entered into First Supplemental Indenture with Wilmington Trust, National Association (effective 2023-09-01). - Action: entry - Agreement: notes offering - Counterparty: Wilmington Trust, National Association - Effective: 2023-09-01 source text: on the Closing Date, the Company, Globus Medical and Wilmington Trust, National Association (the “Trustee”) entered into that certain First Supplemental Indenture (the “Supplemental Indenture”) to the indenture dated as of March 2, 2020 evidence_url: https://www.sec.gov/Archives/edgar/data/1142596/000119312523227202/0001193125-23-227202-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.