CONMED Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 27, 2026, CONMED Corporation, a Delaware corporation (“CONMED”) entered into the First Omnibus Amendment and Increased Facility Activation Notice (the “First Amendment”), among CONMED and its subsidiary Linvatec Nederland B.V., a Netherlands private limited company (besloten vennootschap), as borrowers; certain of CONMED’s other subsidiaries, as guarantors; the several banks and other financial institutions party thereto, as lenders; and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). The First Amendment amends (i) the Eighth Amended and Restated Credit Agreement, dated as of June 10, 2025 (the “Base Credit Agreement” and, as amended by the First Amendment, the “Credit Agreement” ), among CONMED, the Foreign Subsidiary Borrowers (as defined therein) from time to time parties thereto, the several banks and other financial institutions or entities from time to time parties thereto, and the Administrative Agent and (ii) the Amended and Restated Guarantee and Collateral Agreement, dated as of June 10, 2025 (the “Base Guarantee and Collateral Agreement” and, as amended by the First Amendment, the “Guarantee and Collateral Agreement”) by CONMED and the other subsidiaries party thereto, in favor of the Administrative Agent. The Base Credit Agreement and the Base Guarantee and Collateral Agreement were filed as Exhibits 10.1 and 10.2, respectively, to CONMED’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2025.
CONMED entered into the First Amendment to, among other things, obtain commitments for incremental senior secured delayed draw term “a” loans available in U.S. dollars to CONMED in an aggregate principal amount equal to $450 million (the “Term A-2 Loan Facility”), which is available to be borrowed in a single drawing on or prior to June 14, 2026. The Term A-2 Loan Facility matures on June 10, 2030, the same maturity date as the existing revolving and term loan facilities under the Base Credit Agreement. The proceeds of the Term A-2 Loan Facility will be available to repurchase a portion of CONMED’s outstanding 2.25% Convertible Senior Notes due 2026, and to pay fees and expenses incurred in connection with any such repurchase and the First Amendment.
The interest rate margins applicable to loans under the Term A-2 Loan Facility shall be based on an adjusted term secured overnight financing rate (“SOFR”) plus a margin ranging from 1.125% to 2.25% per annum, or a base rate plus a margin ranging from 0.125% to 1.25% per annum, in each case based on the consolidated senior secured leverage ratio of CONMED. Prior to the first adjustment date to occur with respect to the fiscal quarter ending September 30, 2026, the margins for loans under the Term A-2 Loan Facility will be 1.75% per annum for adjusted term SOFR borrowings, or 0.75% per annum for base rate borrowings.
Obligations in respect of the Term A-2 Loan Facility are secured by the same assets and rights of CONMED and certain of its subsidiaries that secure the other obligations under the Credit Agreement and related documents, and are guaranteed by the same subsidiaries of CONMED that guarantee the other obligations under the Credit Agreement and related documents.
The foregoing description of the First Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the complete text of the First Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
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| Item 2.03 | Creation of a Direct Financial Obligations or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The description of the First Amendment set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference under this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are included herewith:
| Exhibit Number |
Description | |
| 10.1 | First Omnibus Amendment and Increased Facility Activation Notice, dated as of May 27, 2026, among CONMED Corporation, Linvatec Nederland B.V., a Netherlands private limited company (besloten vennootschap), certain other subsidiaries of CONMED Corporation party thereto, the several banks and other financial institutions party thereto party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 thereunto duly authorized.
| CONMED CORPORATION | |||
| (Registrant) | |||
| By: | /s/ Patrick Beyer | ||
| Name: | Patrick Beyer | ||
| Title: | President and Chief Executive Officer and | ||
| Interim Principal Financial Officer | |||
| Date: June 1, 2026 | |||
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