INTERSECT ENT, INC. : conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, financial statements and exhibits (Form 8-K)

Item 1.01 Conclusion of a Material Definitive Agreement

At September 25, 2021 (the “Closing Date”), Intersection ENT, Inc. (the “Company”), has entered into a facility agreement (the “Facility Agreement”) by and between the Company, as borrower, certain of the subsidiaries of the Company which are from time to time parties thereto as guarantors and Medtronic, Inc., a Minnesota company (the “Lender”), providing for unsecured subordinated loans in an aggregate principal amount of up to $ 75 million by the Lender to the Company (the “Loans”) on the terms and conditions set forth in the Credit Agreement (the “Funding”). The loans will mature one hundred and eighty (180) days after the earliest of the following dates between (x) the due date (as defined in the Deerfield Credit Agreement (as defined in the Credit Agreement)) and (y) the date on which the Deerfield Credit Agreement has been fully paid in cash and is terminated, except for early or accelerated repayment. The Facility Agreement provides for the disbursement of Loans in five tranches of up to $ 15 million, with a tranche to be disbursed each fiscal quarter. The Company plans to use the proceeds of the loans to provide financing for general corporate purposes.

The Loans bear interest at a rate of 5% per annum, with accrued interest payable when due. The Company’s obligations under the Loans and the Credit Agreement must be guaranteed by all of its existing and future subsidiaries (with the exception of certain excluded and immaterial subsidiaries). Loans can be prepaid in part or in whole before maturity without penalty or premium. In addition, Loans and obligations under the Credit Agreement will no longer be due and payable upon termination in accordance with Section 7.2 of the Merger Agreement (as defined in the Credit Agreement).

The Company is subject to a number of affirmative and restrictive covenants under the Facility Agreement, including covenants relating to compliance with applicable laws and regulations, maintenance of property, payment of taxes, maintenance of l ‘insurance, business combinations, additional indebtedness and prepayments of other debts and transactions with affiliates, among other commitments. The Company is also prohibited from paying dividends or making other distributions or payments on its share capital, subject to limited exceptions. The Credit Agreement contains certain specified events of default, the occurrence of which would allow the Lender to immediately demand repayment of all principal outstanding and accrued interest on the Loans. Such events of default include, but are not limited to, failure to make payment under Loans when due, non-fulfillment or performance of a commitment under the Credit Agreement or other transaction documents. relating thereto (subject in certain cases to specified repair periods), the inability of the Company to pay debts as they fall due, the opening of bankruptcy or insolvency proceedings against the Company, a material judgment pronounced against the Company, a material default of the Company in respect of other debts and the occurrence of a change of control.

The foregoing description of the Facility Agreement and the Funding does not purport to be complete and is qualified in its entirety by reference to the Facility Agreement, a copy of which is filed attached as Exhibit 10.1 and incorporated herein by reference. .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet disposition of a registrant.

The information included in section 1.01 above is incorporated by reference in this section 2.03.

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Item 9.01 Financial statements and supporting documents.

(d) Exhibits

Exhibit No.   Description

  10.1        Facility Agreement, dated as of September 25, 2021, by and among
              Intersect ENT, Inc., certain of Intersect ENT, Inc.'s subsidiaries from
              time to time party thereto as guarantors and Medtronic, Inc.

104           Cover Page Interactive Data File (formatted as inline XBRL)

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