Item 1.01 Entry into a Material Definitive Agreement.
First Amendment to the Equity Purchase Agreement
On January 13, 2020, RTI Surgical Holdings, Inc. (the Company or RTI) entered into an Equity Purchase Agreement
(the Purchase Agreement) with Ardi Bidco Ltd., a Delaware corporation and an entity affiliated with Montagu Private Equity LLP ( the Buyer). On March 6, 2020, the Company and the Buyer entered into the First Amendment to
the Purchase Agreement (the Amendment).
Certain funds affiliated with Montagu Private Equity LLP and the Buyer (the
Investors) entered into an Equity Commitment Letter, dated as of January 13, 2020 (the Equity Commitment Letter), with the Buyer, pursuant to which the Investors, subject to the terms and conditions of the Equity
Commitment Letter, have agreed to contribute to the Buyer, at or prior to the closing, an aggregate amount of up to US$480 million (the Commitment). The amount of the Commitment may be reduced by an Investor to the extent that funds
are actually contributed to the Buyer and are used (or available to use) in order to satisfy the obligations of the Investors under the Equity Commitment Letter. Under the terms of the Purchase Agreement, the Commitment may also be reduced, subject
to the satisfaction of certain terms and conditions, and solely if the Company provides in writing its consent to the Buyer, which consent may not be unreasonably withheld, conditioned or delayed, by the amount of any committed certain
funds financing arrangement that the Buyer procures prior to the closing (the Commitment Adjustment). On February 28, 2020, the Buyer entered into a senior facilities agreement with certain lenders with committed term loan
financing of US$255 million (the Committed Financing). The Amendment effects the reduction of the Commitment by the amount of the Committed Financing pursuant to the Commitment Adjustment.
The above description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the
Amendment, a copy of which is attached to this Current Report as Exhibit 2.1 and is incorporated in this Current Report by reference. The Equity Commitment Letter was previously filed as Exhibit 10.4 to the Companys Report on Form 8-K filed with the Securities and Exchange Commission on January 15, 2020.
First Amendment to Second Lien
Credit Agreement
On March 3, 2020, RTI Surgical, Inc. (RTI Surgical), a wholly-owned subsidiary of the Company
entered into a First Amendment to Second Lien Credit Agreement, dated March 2, 2020 (the 2020 First Amendment), by and among RTI Surgical, as a borrower, the other loan parties thereto as guarantors, including the Company (together
with RTI Surgical, the Loan Parties), the Lenders (as defined below) party thereto, and Ares Capital Corporation, as administrative agent for the Lenders. The 2020 First Amendment amended that certain Second Lien Credit Agreement dated
as of March 8, 2019 (the 2019 Credit Agreement), among RTI Surgical, as a borrower, the Loan Parties, the financial institutions from time to time party thereto as lenders (the Lenders) and Ares Capital Corporation, as
administrative agent for the Lenders by: (a) amending the definition of EBITDA contained therein; (b) modifying the Total Net Leverage Ratio covenant contained therein; and (c) making certain other changes to the 2019
Credit Agreement consistent with the foregoing. These amendments will allow RTI Surgical to, among other things, support the investment being made to separate the OEM and Spine businesses in anticipation of the sale of the OEM business.
The above description of the 2020 First Amendment is qualified in its entirety by reference to the complete terms and conditions of the 2020
First Amendment, a copy of which is attached to this Current Report as Exhibit 10.1 and is incorporated in this Current Report by reference.