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): December 15, 2023
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As previously disclosed, on December 18, 2018, certain subsidiaries of Integra LifeSciences Holdings Corporation, a Delaware corporation (the “Company”), entered into a $150 million accounts receivable securitization facility (the “A/R Facility”) to reduce outstanding revolving borrowings under the Company’s senior credit facility and to provide additional liquidity and funding for the ongoing business needs of the Company and its subsidiaries.
On December 15, 2023, Integra Receivables LLC, a Delaware limited liability company (“Integra Receivables”) and bankruptcy-remote special purpose entity that is an indirect, wholly-owned subsidiary of the Company, Integra LifeSciences Sales LLC, a Delaware limited liability company (“ILS Sales”) and wholly owned, indirect subsidiary of the Company, entered into Amendment No. 5 to Receivables Financing Agreement and Reaffirmation of Performance Guaranty, dated as of December 15, 2023, by and among, Integra Receivables, ILS Sales, as Servicer, PNC Bank, National Associations (“PNC”), as Administrative Agent and Committed Lender, The Bank of Nova Scotia, as Committed Lender and Group Agent, PNC Capital Markets LLC, as Structuring Agent, and certain lenders and group agents that are parties thereto from time to time. The Amendment amends that certain Receivables Financing Agreement, dated as of December 21, 2018, by and among Integra Receivables, ILS Sales, as Servicer, PNC, as Administrative Agent, PNC Capital Markets LLC, as Structuring Agent, and certain lenders and group agents that are parties thereto from time to time (as amended from time to time, the “Receivables Agreement”).
The primary purpose of the Amendment is to extend the maturity date of the A/R Facility to December 15, 2026. In addition, and as previously disclosed, the Company had previously provided a limited guaranty of performance in respect of (i) the obligations of certain of its subsidiaries under a purchase and sale agreement by and among such subsidiaries executed in connection with the creation of the A/R Facility and (ii) the obligations of ILS Sales under the Receivables Agreement. Pursuant to the terms of the Amendment, the Company’s limited performance guaranty shall continue in accordance with its terms.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
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 | ||||||||
| Date: December 20, 2023 | By: | /s/ Lea Knight | ||||||
| Lea Knight | ||||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||