INVACARE CORP: entering into a material definitive agreement, creating a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, unregistered sale of equity securities, disclosure of FD settlement, financial statements and exhibits (Form 8-K)

0

Item 1.01. Conclusion of a significant definitive agreement.

Credit agreements

Highbridge Loan Agreement

On July 26, 2022 (the "Closing Date"), Invacare Corporation (the "Company")
entered into a Credit Agreement (the "Highbridge Loan Agreement") with a certain
fund managed by Highbridge Capital Management, LLC ("Highbridge"), as the lender
(together with the other lenders from time to time party thereto, the
"Lenders"), Cantor Fitzgerald Securities as administrative agent and GLAS Trust
Corporation Limited, as collateral agent.

Pursuant to the Highbridge Loan Agreement, the Company may borrow up to an
aggregate of $104.5 million principal amount of secured term loans, including
$66.5 million in initial secured term loans drawn on the Closing Date, $8.5
million in additional secured term loans to be made in a single draw subject to
satisfaction of certain conditions, another $10.0 million in additional secured
term loans to be made in a single draw subject to satisfaction of certain
further conditions and $19.5 million in additional secured term loans to be made
in a single draw subject to satisfaction of certain further conditions. The
Company expects to use the proceeds of the secured term loans for working
capital and general corporate purposes and to pay fees and expenses in
connection with the transactions described herein.

The secured term loan is scheduled to mature on July 26, 2026 and accrues
interest at an initial annual rate of SOFR + 7.00% or a base rate plus 6.00% and
after the second anniversary of the Closing Date at an annual rate of SOFR +
8.75% or a base rate plus 7.75%. The secured term loan is also subject to a
springing maturity date of 91 days prior to the maturity date of certain
convertible notes due November 2024 if more than $20.0 million of such notes
remain outstanding as of such date. The obligations under the Highbridge Loan
Agreement are secured, initially, by substantially all assets of the Company and
certain subsidiaries of the Company (subject to certain exceptions), subject to
intercreditor agreements in connection with the ABL Credit Agreement and the
Indentures, and are guaranteed on the Closing Date by certain subsidiaries of
the Company in the United States, United Kingdom, Canada, France, the
Netherlands and Luxembourg. Additional collateral owned by subsidiaries of the
Company in various jurisdictions will be added to the security for the secured
term loan and additional subsidiaries of the Company in various jurisdictions
will guarantee the obligations in connection with the post-closing draws.

The Company will have the right to prepay the secured term loan at any time,
subject to a prepayment premium, which in case of a prepayment before the second
anniversary of the closing date is equal to the greater of (i) 1.00% of the
aggregate principal amount of the secured term loan so prepaid and (ii) the
excess, if any of (A) the present value as of the date of repayment of all
interest that would have accrued on the secured term loan being prepaid from
such date through the second anniversary of the Closing Date plus the present
value as of such date of the principal amount of the secured term loan being
prepaid assuming a prepayment date of the second anniversary of the Closing Date
over (B) the principal amount of such secured term loan being prepaid and, after
the second anniversary of the Closing Date is equal to 1.00% of the aggregate
principal amount of the secured term loan so prepaid, as well as, in each case,
an additional redemption fee equal to 3.00% of the aggregate principal amount of
the secured term loan so prepaid.

The Highbridge Loan Agreement contains customary terms and covenants, including
without limitation a financial covenant to maintain a minimum liquidity of $20.0
million and negative covenants, such as limitations on indebtedness, liens,
fundamental changes, asset sales, investments and other matters customarily
restricted in such agreements. Most of these restrictions are subject to certain
minimum

--------------------------------------------------------------------------------

thresholds and exceptions. The Highbridge Loan Agreement also contains customary
events of default, after which the secured term loan may be due and payable
immediately, including, without limitation, payment defaults, material
inaccuracy of representations and warranties, covenant defaults, bankruptcy and
insolvency proceedings, cross-defaults to certain other agreements, judgments
against the Company and its subsidiaries, change in control and lien priority.

The foregoing description of the Highbridge Loan Agreement is qualified in its entirety by reference to the Highbridge Loan Agreement, which is filed as Schedule 10.1 to this Current Report on Form 8-K and incorporated herein by reference. .

ABL credit agreement

On July 26, 2022, the Company entered into a Second Amended and Restated
Revolving Credit and Security Agreement (the "ABL Credit Agreement"), amending
and restating the Company's existing Revolving Credit and Security Agreement
which was originally entered into on September 30, 2015 and amended on February
16, 2016, May 3, 2016, September 30, 2016, November 30, 2016, June 7, 2017,
November 13, 2019, May 29, 2020, January 15, 2021, March 10, 2021 and December
29, 2021 (the "Prior Credit Agreement"). The ABL Credit Agreement was entered
into by and among the Company, certain of the Company's direct and indirect
domestic and Canadian subsidiaries (together with the Company, the "Borrowers"),
certain other of the Company's direct and indirect domestic and Canadian
subsidiaries (the "Guarantors"), and PNC Bank, National Association ("PNC") and
JPMorgan Chase Bank, N.A. (the "ABL Lenders"). PNC is the administrative agent
(the "Administrative Agent") under the ABL Credit Agreement.
. . .


Section 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 Section 1.01 of this Current Report on Form 8-K under the headings “Credit Agreements” and “Indentures and New Notes” is incorporated herein by reference.

Section 3.02. Unrecorded sales of Equity securities.

The information set forth in Section 1.01 of this Current Report on Form 8-K under the heading “Trust Indentures and New Notes” is incorporated herein by reference.

As described in Item 1.01 of this Current Report on Form 8-K, in connection with
the Exchange, the Company agreed to issue to the Investors (i) an aggregate of
2,700,000 Common Shares (the "Exchange Shares"), (ii) $20,739,000 in aggregate
principal amount of Tranche I Notes and (iii) $20,736,000 in aggregate principal
amount of Tranche II Notes. On July 26, 2022, as part of the Exchange, the
Company issued (i) 2,700,000 Common Shares, (ii) $15,553,000 in aggregate
principal amount of Tranche I Notes and (iii) $15,553,000 in aggregate principal
amount of Tranche II Notes.

The offerings of the Exchange Shares, the New Notes and the Guarantees to the
Investors have not been registered under the Securities Act of 1933, as amended
(the "Securities Act"), and the Exchange Shares, the New Notes and the
Guarantees were issued in reliance upon the exemption provided in Section
4(a)(2) and/or Section 3(a)(9) of the Securities Act. The New Notes will be
convertible, subject to certain conditions, into cash, Common Shares or a
combination of cash and Common Shares, at the Company's election (subject to,
and in accordance with, the settlement provisions of the Indentures). Neither
the New Notes nor the underlying Common Shares (if conversions of the New Notes
are settled through delivery of Common Shares) have been registered under the
Securities Act or may be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.

--------------------------------------------------------------------------------

Item 7.01. FD Regulation Disclosure.

On July 26, 2022the company issued a press release announcing the company’s entry into the Highbridge Loan Agreement, the ABL Credit Agreement and the completion of the exchange.

The full text of the press release is provided as Exhibit 99.1 to this current report on Form 8-K.

————————————————– ——————————

Item 9.01. Financial statements and supporting documents.

(d) Exhibits.

Exhibit Number            Description of Exhibit

  4.1                     Indenture, dated as of July 26, 2022, by and

Between Invacare Corporation,

                          the guarantors party thereto, Computershare Trust Company, N.A., as
                          trustee, and GLAS Corporation Limited, as notes collateral agent.
  4.2                     Form of 5.68% Convertible Senior Secured Notes due 2026, Tranche I
                          (included as Exhibit A to the Indenture filed as Exhibit 4.1 hereto).
  4.3                     Form of Guarantee (included as Exhibit C to the

Deed filed as an exhibit

                          4.1 hereto).
  4.4                     Indenture, dated as of July 26, 2022, by and 

Between Invacare Corporation,

                          the guarantors party thereto, Computershare Trust Company, N.A., as
                          trustee, and GLAS Corporation Limited, as notes collateral agent.
  4.5                     Form of 5.68% Convertible Senior Secured Notes due 2026, Tranche II
                          (included as Exhibit A to the Indenture filed as Exhibit 4.4 hereto).
  4.6                     Form of Guarantee (included as Exhibit C to the

Deed filed as an exhibit

                          4.4 hereto).
  4.7                     Resale Registration Rights Agreement, dated as of July 26, 2022, by and
                          among Invacare Corporation and the noteholders parties thereto.
  10.1                    Credit Agreement, dated as of July 26, 2022,

among Invacare Corporation,

                          the lenders party thereto, Cantor Fitzgerald 

Administrative titles

                          agent, and GLAS Trust Corporation Limited, as 

collateral agent.

  10.2                    Second Amended and Restated Credit Agreement, 

dated July 26, 2022by

                          and among Invacare Corporation, the borrowers, 

guarantors and lenders party

                          thereto, and PNC Bank, National Association, as administrative agent.
  99.1                    Press Release, dated July 26, 2022.
104                       Cover Page Interactive Data File (embedded within the Inline XBRL
                          document).


————————————————– ——————————

© Edgar Online, source Previews

Share.

About Author

Comments are closed.