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RTIX > SEC Filings for RTIX > Form 8-K on 19-Jul-2013All Recent SEC Filings

Show all filings for RTI BIOLOGICS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for RTI BIOLOGICS, INC.


19-Jul-2013

Entry into a Material Definitive Agreement, Completion of Acquisition or Disp


Item 1.01. Entry into a Material Definitive Agreement

Credit Facility

On July 16, 2013, RTI Surgical, Inc. (formerly known as RTI Biologics, Inc.), a Delaware corporation (the "Company"), entered into a Second Amended and Restated Loan Agreement, dated as of July 16, 2013 (the "Loan Agreement"), among the Company, TD Bank, N.A. and Regions Bank, as Lenders (together with the various financial institutions as are or may become parties thereto, the "Lenders") and TD Bank, N.A., as administrative agent for the Lenders. The Loan Agreement provides for a revolving credit facility in an aggregate amount of $20,000,000.00 (the "Revolving Credit Facility") and a term loan facility in an aggregate amount of $60,000,000.00 (the "Term Loan Facility" and, together with the Revolving Credit Facility, the "Facility"). The Facility is secured by substantially all the assets of the Company and its subsidiaries (the "Collateral") and guaranteed by the Company's domestic subsidiaries (other than RTI Donor Services, Inc.).

Borrowings made pursuant to the Loan Agreement will bear interest at a rate per annum equal to LIBOR plus a margin of, initially, 1.50%. This margin is subject to adjustment after the end of each fiscal quarter, based upon the Company's consolidated leverage ratio at such time.

The Company used the proceeds of the Term Loan Facility and borrowings under the Revolving Credit Facility to fund a portion of the purchase price and pay certain transaction expenses at the closing of the acquisition of Pioneer Surgical Technology, Inc., a Michigan corporation ("Pioneer"), as described in Item 2.01 of this Report.

The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement which is attached to this Current Report on Form 8-K as Exhibit 10.1 and which is incorporated herein by reference.

Amendment to the Investment Agreement

On July 15, 2013, the Company and WSHP Biologics Holdings, LLC, a Delaware limited liability company ("WSHP"), entered into an amendment (the "Amendment") to the Investment Agreement dated June 12, 2013 (the "Investment Agreement") between the Company and WSHP. The Company filed a copy of the Investment Agreement as an exhibit to its Current Report on Form 8-K filed on June 13, 2013. The purpose of the Amendment was to replace the form of Certificate of Designation of Series A Convertible Preferred Stock and the form of Investor Rights Agreement, which were attached as Exhibit B and Exhibit C, respectively, to the Investment Agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is attached to this Current Report on Form 8-K as Exhibit 10.2 and which is incorporated by reference.

Series A Preferred Stock Certificate of Designation

In connection with the closing of the transactions contemplated by the . . .



Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 16, 2013, the Company acquired Pioneer through the merger of Rockets MI Corporation, a Michigan corporation and wholly-owned subsidiary of the Company ("Merger Sub"), into Pioneer. As a result of the merger, Pioneer has become a wholly owned subsidiary of the Company.

Pursuant to the terms of the Merger Agreement, dated June 11, 2013 (the "Merger Agreement"), by and among the Company, Pioneer, Merger Sub and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as stockholders' agent, the Company paid $130 million, subject to certain adjustments, to acquire Pioneer. The transaction was funded through a combination of cash on hand, proceeds of the Term Loan Facility and borrowings under the Revolving Credit Facility, and the proceeds from the private placement of Preferred Stock to WSHP.

The foregoing description of the merger and Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the information set forth in to the Company's Current Report on Form 8-K filed on June 13, 2013 and the full text of the Merger Agreement, which is incorporated herein by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in response to "Item 1.01-Credit Facility" is incorporated by reference into this Item 2.03.




Item 3.02 Unregistered Sales of Equity Securities

On July 16, 2013, the Company issued 50,000 shares of its Preferred Stock to WSHP for an aggregate consideration of $50 million. The transaction was exempt from registration under Section 4(a)(2) of the Securities Act of 1933 because the transaction by the Company did not involve a public offering. Nothing in this Current Report on Form 8-K shall constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.



Item 3.03 Material Modification of Rights of Security Holders.

The information set forth in response to "Item 1.01- Series A Preferred Stock Certificate of Designation" is incorporated by reference into this Item 3.03.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 16, 2013, the Board increased its size by two persons and appointed Ned Villers and Curt Selquist to the Board. In addition, the Board appointed Curt Selquist to the compensation committee of the Board. Effective as of July 16, 2013, Ned Villers and Curt Selquist have entered into the Water Street Indemnification Agreements.

Pursuant to the terms of the Investment Agreement, as amended, WSHP purchased 50,000 shares of Preferred Stock for a purchase price of $50 million. Water Street Healthcare Partners II, L.P. ("Fund II") is the managing member of WSHP. Ned Villers and Curt Selquist serve as partners of the general partner of Fund II.

Reference is made to "Item 1.01- Series A Preferred Stock Certificate of Designation and - Investor Rights Agreement" for information regarding the Company's issuance of Preferred Stock to WSHP and the voting and other rights associated therewith.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 16, 2013, the Company filed with the Secretary of State of Delaware a Certificate of Ownership and Merger pursuant to which the Company effected a change of its legal name to "RTI Surgical, Inc." by merging a wholly-owned subsidiary of the Company (formed solely for the purpose of implementing the name change) with and into the Company pursuant to Section 253 of the Delaware General Corporation Law (the "Certificate of Merger"). The Certificate of Merger amended the Company's Amended and Restated Certificate of Incorporation, as amended, to reflect the change in corporate name. Stockholder approval of the short-form merger was not required, and the Company's outstanding shares of common stock were not be affected by the change in name.

See Items 1.01 and 3.03 herein for information regarding the Company's issuance of Preferred Stock.



Item 8.01 Other Events

On July 16, 2013, the Company issued a press release announcing the consummation of the acquisition of Pioneer. A copy of the press release is attached hereto as Exhibit 99.1.


FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations, estimates and projections about our industry, our management's beliefs and certain assumptions made by our management. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, except for historical information, any statements made in this communication about growth rates, new product introductions, future operational improvements and results or regulatory actions or approvals or changes to agreements with distributors also are forward-looking statements. These statements are not guarantees of future performance and are subject to risks and uncertainties, including the risks described in public filings with the U.S. Securities and Exchange Commission (SEC). In addition, these statements are subject to risks associated with the Pioneer's financial condition, business and operations and the integration of Pioneer's business with ours. Our actual results may differ materially from the anticipated results reflected in these forward-looking statements. Copies of the company's SEC filings may be obtained by contacting the company or the SEC or by visiting the Company's website at www.rtix.com or the SEC's website at www.sec.gov.



Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The financial statements required to be filed pursuant to this Item 9.01(a) are not being filed with this Current Report on Form 8-K. The required financial statements will be filed with the SEC as soon as reasonably practicable, but in no event later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

The pro forma financial information required by this item is not being filed with this Current Report on Form 8-K. The information required by this item will be filed with the SEC as soon as reasonably practicable, but in no event later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit 2.1     Agreement and Plan of Merger, dated as of June 11, 2013, by and
                among RTI Biologics, Inc., Rockets MI Corporation, Pioneer Surgical
                Technology, Inc. and Shareholder Representative Services LLC,
                solely in its capacity as the stockholders' agent (incorporated by
                reference to Exhibit 2.1 to the Company's Current Report on Form
                8-K, filed on June 13, 2013).

Exhibit 3.1     Certificate of Designation of Series A Convertible Preferred Stock
                of RTI Surgical, Inc., dated July 16, 2013.

Exhibit 3.2     Certificate of Ownership and Merger dated July 16, 2013.

Exhibit 10.1    Second Amended and Restated Loan Agreement dated July 16, 2013 by
                and among RTI Surgical, Inc., TD Bank, N.A., a national banking
                association, as administrative agent for the Lenders and each of
                the Lenders from time to time a party thereto.

Exhibit 10.2    Amendment to Investment Agreement, dated as of July 15, 2013 by and
                among RTI Biologics, Inc. and WSHP Biologics Holdings, LLC.

--------------------------------------------------------------------------------
Exhibit 10.3    Investor Rights Agreement dated as of July 16, 2013 by and between
                RTI Surgical, Inc. and WSHP Biologics Holdings, LLC.

Exhibit 10.4    Form of Water Street Director Indemnification Agreement.

Exhibit 10.5    Form of Director Indemnification Agreement.

Exhibit 99.1    Press release issued by RTI Surgical, Inc., dated July 16, 2013.


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