Current Report Filing (8-k)
November 16 2018 - 6:13AM
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 the earliest event reported): November 9, 2018
K2M GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-36443
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27-2977810
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(State of
Incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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600 Hope Parkway, SE
Leesburg, Virginia 20175
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (703)
777-3155
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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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Introductory Note
On November 9, 2018, K2M Group Holdings, Inc., a Delaware corporation (the
Company
), completed the transactions
contemplated by the Agreement and Plan of Merger, dated as of August 29, 2018 (the
Merger Agreement
), by and among the Company, Stryker Corporation, a Michigan corporation (
Parent
), and Austin Merger Sub
Corp., a Delaware corporation (
Merger Sub
). At the closing, Merger Sub merged with and into the Company (the
Merger
), with the Company surviving the Merger as the surviving corporation and as a wholly owned
direct or indirect subsidiary of Parent.
Item 1.01
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Entry into a Material Definitive Agreement.
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Supplemental Indentures to Convertible Notes Indentures
The Company has outstanding $75 million aggregate principal amount of its 3.00% Convertible Senior Notes due 2025 (the
2025
Notes
) and $50 million aggregate principal amount of its 4.125% Convertible Senior Notes due 2036 (the
2036 Notes
and, together with the 2025 Notes, the
Notes
).
On November 9, 2018, the Company and the Bank of New York Mellon Trust Company, N.A., as trustee (the
Trustee
),
entered into (i) the Supplemental Indenture (the
2025 Supplemental Indenture
) to an indenture entered into between the Company and the Trustee, dated as of June 18, 2018, which governs the 2025 Notes (the
2025
Indenture
), and (ii) the Supplemental Indenture (the
2036 Supplemental Indenture
and, together with the 2025 Supplemental Indenture, the
Supplemental Indentures
) to an indenture entered into
between the Company and the Trustee, dated as of August 11, 2016, which governs the 2036 Notes (the
2036 Indenture
and, together with the 2025 Indenture, the
Indentures
). In accordance with
Section 5.08 of each of the Indentures, upon the consummation of the Merger the right to convert each $1,000 principal amount of Notes was changed to a right to convert such principal amount of Notes on the basis of the amount of Reference
Property (as defined in the applicable Indenture), which is comprised of $27.50 in cash per Reference Property Unit (as defined in the applicable Indenture), that a holder of a number of shares of the Companys common stock equal to the
Conversion Rate (as defined in the applicable Indenture) immediately prior to the Merger would have owned or been entitled to receive upon the consummation of the Merger.
The above description of the 2025 Supplemental Indenture and the 2036 Supplemental Indenture does not purport to be complete and is subject,
and qualified in its entirety by reference, to the complete text of the 2025 Supplemental Indenture and the 2036 Supplemental Indenture, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit
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Description of
Exhibit
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4.1
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Supplemental Indenture, dated as of November 9, 2018, by and between K2M Group Holdings, Inc. and The Bank of New York Mellon, as trustee (2025 Notes).
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4.2
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Supplemental Indenture, dated as of November 9, 2018, by and between K2M Group Holdings, Inc. and The Bank of New York Mellon, as trustee (2036 Notes).
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SIGNATURE
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.
Dated: November 15, 2018
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K2M GROUP HOLDINGS, INC.
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By:
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/s/ Eric D. Major
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Name:
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Eric D. Major
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Title:
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President
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