NEVRO CORP: M&A transaction — Nevro acquires Vyrsa for $40M upfront plus $35M milestones; closes $200M term loan

NEVRO CORP

Acquired Vyrsa Technologies (SI joint fusion devices) for $40M cash at close plus up to $35M in milestone payments.
Vyrsa's portfolio targets $2B+ SI joint fusion market; acquisition projected accretive to revenue and AEBITDA in 2024.
Closed $200M term loan from Braidwell at SOFR+5.25%, matures 2029; issued warrants for 2.58M shares at $23.19.
Loan proceeds used to repurchase ~$150.1M of 2.75% convertible notes due 2025; remaining for working capital.
Management highlights lower dilution vs. a convertible offering due to warrant structure.

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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

NEVRO CORP incurred term loan of $200.0 million with funds managed by Braidwell LP at Term SOFR (with a floor of 3.50%) plus 5.25% maturing November 30, 2029.

Instrument: term loan
Principal: $200.0 million
Counterparty: funds managed by Braidwell LP
Rate: Term SOFR (with a floor of 3.50%) plus 5.25%
Maturity: November 30, 2029
Event: incurrence

Exact text from the filing

The Credit Agreement provides for a term loan facility in the amount of $200.0 million, which was funded in its entirety on the Closing Date. Loans borrowed pursuant to the Credit Agreement (the “Loans”) bear interest at a rate per annum equal to Term SOFR (as defined in the Credit Agreement and with a floor of 3.50%) plus 5.25%.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

NEVRO CORP completed an acquisition involving Interventional Pain Technologies, Inc. d/b/a Vyrsa Technologies for approximately $40.0 million in cash (closed 2023-11-30).

Action: acquisition
Counterparty: Interventional Pain Technologies, Inc. d/b/a Vyrsa Technologies
Consideration: approximately $40.0 million in cash
Closing: 2023-11-30

Exact text from the filing

terms of the Purchase Agreement, the Company acquired all of the issued and outstanding equity interests of Vyrsa for an up-front aggregate cash consideration of approximately $40.0 million in cash (the “Upfront Consideration”). The Upfront Consideration is subject to certain adjustments, including Vyrsa’s net working capital and cash amounts at closing. The Company

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 1.0

NEVRO CORP entered into Stock Purchase Agreement with Interventional Pain Technologies, Inc. d/b/a Vyrsa Technologies valued at up-front aggregate cash consideration of approximately $40.0 million in cash plus up to an additiona (effective 2023-11-30).

Action: entry
Agreement: equity purchase
Counterparty: Interventional Pain Technologies, Inc. d/b/a Vyrsa Technologies
Value: up-front aggregate cash consideration of approximately $40.0 million in cash plus up to an additiona
Effective: 2023-11-30

Exact text from the filing

On November 30, 2023, Nevro Corp. (“Nevro” or the “Company”), entered into a stock purchase agreement (the “Purchase Agreement”) pursuant to which it acquired all of the issued and outstanding shares of Interventional Pain Technologies, Inc. d/b/a Vyrsa Technologies (“Vyrsa”), a corporation organized under the laws of the Commonwealth of Pennsylvania that develops medical devices (the “Vyrsa Acquisition”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 1.0

NEVRO CORP entered into Credit Agreement and Guaranty with funds managed by Braidwell LP valued at term loan facility in the amount of $200.0 million bearing interest at Term SOFR (floor 3.50%) plus (effective 2023-11-30).

Action: entry
Agreement: credit facility
Counterparty: funds managed by Braidwell LP
Value: term loan facility in the amount of $200.0 million bearing interest at Term SOFR (floor 3.50%) plus
Effective: 2023-11-30

Exact text from the filing

On Closing Date, the Company, as borrower, and its wholly-owned subsidiary, Nevro Medical CR, LLC (“Nevro CR”, and, together with the Company, the “Obligors”), as guarantor, entered into that certain Credit Agreement and Guaranty (the “Credit Agreement”), by and among the Obligors, funds managed by Braidwell LP (“Braidwell”), as a lender (in such capacity, the “Lender”), and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, the “Agent”).

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Source: SEC EDGAR

accession 0001193125-23-286696

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