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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
November 10, 2022 (November 4, 2022)
Date of Report (Date of earliest event reported)
DENTSPLY SIRONA Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-16211 |
39-1434669
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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13320 Ballantyne Corporate Place,
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Charlotte
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North Carolina
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28277-3607
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(Address of Principal Executive Offices)
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(Zip Code)
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(844)
848-0137
(Registrant's telephone number, including area code)
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 (see General Instruction A.2.
below):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.01 per share |
XRAY |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company 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.
o
Item 1.01 Entry into a Material Definitive Agreement.
Consent under Credit Agreement
On November 4, 2022, DENTSPLY SIRONA Inc. (the “Company”) obtained
the consent of the requisite lenders under its revolving credit
facility, dated July 27, 2018, with JPMorgan Chase Bank, N.A., as
administrative agent (the “Credit Agreement”), to further extend
the time period for delivery of the Company’s
unaudited financial statements for the fiscal quarter ended June
30, 2022 (the “Q2 Financials”) and the related certificates until
November 14, 2022; provided, that the failure by the Company to
deliver the Q2 Financials
together with the related covenant compliance deliverables, all on
or prior to November 14, 2022, would constitute an immediate event
of default. As of November 9, 2022, the Company has delivered the
Q2 Financials, along with the related certificates, to the lenders
under the Credit Agreement.
Consent under Note Purchase Agreements
On November 5, 2022, the Company entered into the following
agreements (collectively, the “Consent Agreements”):
a.Note
Purchase Agreement Amendment No. 2 and Consent, dated as of
November 5, 2022, by and among the Company and the noteholders with
respect to the Note Purchase Agreement, dated as of December 11,
2015;
b.Note
Purchase and Guarantee Agreement Amendment No. 2 and Consent, dated
as of November 5, 2022, by and among the Company, Sirona Dental
Services GmbH and the noteholders with respect to the Note Purchase
Agreement and Guarantee Agreement, dated as of October 27, 2016;
and
c.Note
Purchase Agreement Amendment No. 2 and Consent, dated as of
November 5, 2022, by and among the Company and the noteholders with
respect to the Note Purchase Agreement, dated as of June 24,
2019.
The Consent Agreements acknowledge the Company’s intent to restate
its (i) quarterly financial statements for the fiscal quarter ended
September 30, 2021 (the “Q3 2021 Financials”) and (ii) annual
financial statements for the fiscal year ended December 31, 2021
(together with the Q3 2021 Financials, the “Restated 2021
Financials”).
Pursuant to the Consent Agreements, the Company and the applicable
noteholders have agreed, among other things, to an extension of
time for delivery of the Company’s unaudited financial statements
for the fiscal quarters ended March 31, 2022 (the “Q1 Financials”)
and the Q2 Financials and the related certificates, until the
earlier of (i) November 14, 2022, or (ii) the date the Q2
Financials are delivered under the Credit Agreement (the “Second
Extended Delivery Date”); provided, that the failure by the Company
to deliver the Q1 Financials, the Q2 Financials and the Restated
2021 Financials, in each case together with the related covenant
compliance deliverables, all on or prior to the Second Extended
Delivery Date, would constitute an immediate event of default. As
of November 9, 2022, the Company has delivered the Q1 Financials,
the Q2 Financials and the Restated 2021 Financials, along with the
related certificates, to the noteholders.
The foregoing summaries of the consent under the Credit Agreement
and the Consent Agreements are qualified in their entirety by
reference to the text of the agreements, which will be filed as
exhibits to the Company’s Form 10-Q for the quarter ending
September 30, 2022.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
DENTSPLY
SIRONA Inc.
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By: |
/s/ Cherée H. Johnson
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Cherée H. Johnson |
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Senior Vice President - Chief Legal |
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Officer, General Counsel and Secretary |
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Date: November 10, 2022
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