Current Report Filing (8-k)
March 23 2017 - 4:33PM
Edgar (US Regulatory)
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): March 17, 2017
OPKO Health, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33528
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75-2402409
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4400 Biscayne Blvd.
Miami, Florida 33137
(Address of principal executive offices) (Zip Code)
(305)
575-4100
Registrants telephone number, including area code
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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On March 17, 2017, a wholly-owned subsidiary of OPKO Health, Inc. (the
Company
),
Bio-Reference
Laboratories, Inc., a New Jersey corporation (
BRLI
), and certain of its subsidiaries entered into Amendment No. 3 to Credit Agreement (the
Amendment
),
which amends that certain Credit Agreement (as amended, the
Credit Agreement
), dated as of November 5, 2015, by and among BRLI, certain of its subsidiaries from time to time party thereto, the lenders from time to time party
thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders, to permit BRLI and its subsidiaries to dividend cash to the Company in the form of an intercompany loan, in an aggregate amount not to exceed $55,000,000. The other
terms of the Credit Agreement remain unchanged.
The foregoing descriptions of the Credit Agreement and the Amendment are only summaries
and are qualified in their entirety by references to the terms of the Credit Agreement and the Amendment, copies of which are attached to this Current Report on Form
8-K
as Exhibits 10.1 and 10.2,
respectively, and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
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Description
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10.1
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Credit Agreement, dated as of November 5, 2015, among
Bio-Reference
Laboratories, Inc. and certain of its subsidiaries and JPMorgan Chase Bank, N.A. (previously filed as exhibit 10.22 to
the Companys Annual Report on Form
10-K
filed on February 29, 2016, and incorporated by reference herein).
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10.2
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Amendment No. 3 to Credit Agreement, dated as of March 17, 2017, among
Bio-Reference
Laboratories, Inc. and certain of its subsidiaries and JPMorgan Chase Bank, N.A.
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2
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.
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OPKO Health, Inc.
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Dated: March 23, 2017
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By:
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/s/ Adam Logal
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Name:
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Adam Logal
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Title:
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Senior Vice President Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
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Description
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10.1
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Credit Agreement, dated as of November 5, 2015, among
Bio-Reference
Laboratories, Inc. and certain of its subsidiaries and JPMorgan Chase Bank, N.A. (previously filed as exhibit 10.22 to
the Companys Annual Report on Form
10-K
filed on February 29, 2016, and incorporated by reference herein).
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10.2
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Amendment No. 3 to Credit Agreement, dated as of March 17, 2017, among
Bio-Reference
Laboratories, Inc. and certain of its subsidiaries and JPMorgan Chase Bank, N.A.
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4
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