Integra LifeSciences Holdings Corporation (Form: 8-K)  

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   September 23, 2011

Integra LifeSciences Holdings Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 000-26244 510317849
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
311 Enterprise Drive, Plainsboro, New Jersey   08536
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   609-275-0500

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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Item 2.01 Completion of Acquisition or Disposition of Assets.

On September 23, 2011, Integra LifeSciences Holdings Corporation, a Delaware corporation (the "Company") completed the acquisition of Ascension Orthopedics, Inc., a Delaware corporation, ("Ascension") as a result of a merger with Ascension. Ascension continues as the surviving corporation and a wholly-owned indirect subsidiary of the Company. The total purchase price was approximately $65 million in cash, subject to adjustments. The purchase price was funded with cash on hand and borrowings of $50 million under the Company’s senior secured revolving credit facility.





Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 23, 2011, the Company borrowed $50 million under its senior secured revolving credit facility. As a result of this borrowing, the Company has $194,375,000 of outstanding borrowings under its credit facility as of the date of this filing. The Company used the funds to partially fund the acquisition of Ascension.

The outstanding borrowings have one-month and three-month interest periods. The weighted average interest rate of the outstanding borrowings is approximately 1.74%.

The credit facility requires the Company to maintain various financial covenants, including a maximum consolidated total leverage ratio, a minimum fixed charge coverage ratio, a minimum liquidity requirement and a maximum capital expenditure requirement. The credit facility also contains customary affirmative and negative covenants, including those that limit the Company’s and its subsidiaries’ ability to incur additional debt, incur liens, make investments, enter into mergers and acquisitions, liquidate or dissolve, sell or dispose of assets, repurchase stock and pay dividends, engage in transactions with affiliates, engage in certain lines of business and enter into sale and leaseback transactions.





Item 7.01 Regulation FD Disclosure.

On September 26, 2011, the Company issued a press release announcing that it closed the acquisition of Ascension. Ascension develops and distributes a complementary range of implants for the shoulder, elbow, wrist, hand, foot and ankle.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 7.01.

The information contained in this Item 7.01 of this Current Report on Form 8-K (including the exhibit attached hereto) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of such section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description of Exhibit
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99.1 Press release issued September 26, 2011






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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Integra LifeSciences Holdings Corporation
          
September 26, 2011   By:   John B. Henneman, III
       
        Name: John B. Henneman, III
        Title: Executive Vice President, Finance and Administration and Chief Financial Officer


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Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release issued September 26, 2011
EX-99.1

News Release

Contacts:

Integra LifeSciences Holdings Corporation

     
John B. Henneman, III
  Investor Relations:
Executive Vice President
and Chief Financial Officer
(609) 275-0500
jack.henneman@integralife.com
  Angela Steinway

(609) 936-2268
angela.steinway@integralife.com
 
   

Integra LifeSciences Completes Acquisition of Ascension Orthopedics

PLAINSBORO, NJ, September 26, 2011 (GlobeNewswire) — Integra LifeSciences Holdings Corporation (Nasdaq:IART) today announced the closing of its previously announced acquisition of Ascension Orthopedics, Inc. (“Ascension.”) Ascension, based in Austin, Texas, develops and distributes a complementary range of implants for the shoulder, elbow, wrist, hand, foot and ankle.

“The acquisition of Ascension expands our platform in the fast-growing extremities space and provides us with access to the $600 million shoulder market,” said Stuart Essig, Integra’s Chief Executive Officer.

As indicated in the September 12, 2011 press release, this transaction is expected to increase revenues and dilute earnings per share in both the second half of 2011 and the full year 2012. Integra will provide more detailed financial guidance regarding the transaction on its third quarter earnings call next month.

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Integra LifeSciences, a world leader in medical devices, is dedicated to limiting uncertainty for surgeons, so they can concentrate on providing the best patient care. Integra offers innovative solutions in orthopedics, neurosurgery, spine, reconstructive and general surgery. For more information, please visit www.integralife.com.

Additional Information

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and reflect Integra’s judgment as of the date of this release. Forward-looking statements include, but are not limited to, statements concerning expectations for the strategic benefits that this acquisition will provide to Integra, the effect of the acquisition on our results of operations, including revenue growth and earnings per share. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from predicted or expected results. Among other things, Integra’s ability to successfully integrate the Ascension business into its own operations could affect the extent of the strategic benefits that Integra generates from this acquisition, and the impact of the acquisition on results of operations, including revenue growth and earnings per share. In addition, the economic, competitive, governmental, technological and other factors identified under the heading “Risk Factors” included in Item 1A of Integra’s Annual Report on Form 10-K for the year ended December 31, 2010 and information contained in subsequent filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and Integra undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.