UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 earliest event reported) March 3, 2020
RTI SURGICAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38832 | 83-2540607 | ||
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 520 Lake Cook Road, Suite 315, Deerfield, Illinois | 60015 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (877) 343-6832
(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:
| ☐ |
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
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Name of exchange
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| common stock, $0.001 par value | RTIX | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
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 Company’s 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.
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 is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On March 9, 2020, the Company issued the press release attached hereto as Exhibit 99.1 regarding the record and meeting dates of: (i) its special meeting concerning the sale of the Company’s OEM business; and (ii) its annual meeting.
On March 9, 2020, the Company also issued a related written communication attached hereto as Exhibit 99.2 to its employees regarding the record and meeting dates for its special and annual meetings.
The foregoing description is qualified in its entirety by reference to the above-referenced press release and communication to employees, which are incorporated herein by reference.
Important Additional Information and Where to Find It
In connection with the proposed transaction, the Company will file relevant materials with the Securities and Exchange Commission (the “SEC”), including a preliminary proxy statement on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting related to the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the proxy statement and other relevant materials filed by the Company with the SEC free of charge at the SEC’s website, www.sec.gov, from the Company at its website, www.rtix.com, or by contacting the Company’s Investor Relations at (847) 530-0249.
Participants in Solicitation
The Company and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information concerning the Company’s participants is set forth in the proxy statement, filed March 25, 2019, for the Company’s 2019 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the proposed transaction will be included in the proxy statement and other relevant materials to be filed with the SEC when they become available.
Item 9.01. Financial Statements and Exhibits.
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Exhibit A has been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of such omitted exhibit to the Securities and Exchange Commission upon request. |
SIGNATURES
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.
| RTI SURGICAL HOLDINGS, INC. | ||||||
| Date: March 9, 2020 | By: |
/s/ Joshua H. DeRienzis |
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| Name: Joshua H. DeRienzis | ||||||
| Title: Vice President, General Counsel and Corporate Secretary | ||||||
Exhibit 2.1
EXECUTION COPY
FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT
This FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT (this “Amendment”) dated March 6, 2020 is by and between RTI Surgical Holdings, Inc., a Delaware Corporation (“Parent”) and Ardi Bidco Ltd., a Delaware Corporation (“Buyer”, and together with Parent, each a “Party” and, collectively, the “Parties”).
RECITALS
WHEREAS, the Parties entered into that certain Equity Purchase Agreement (the “Purchase Agreement”), dated January 13, 2020, by and between Parent and Buyer, pursuant to which, among other things, Buyer agreed to purchase from Parent, and Parent agreed to sell and transfer to Buyer, all of the Securities (other than the Rollover Securities), on the terms and subject to the conditions contained in the Purchase Agreement; and
WHEREAS, the Parties desire to amend the Purchase Agreement as set forth herein in accordance with Section 13.6 of the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
AGREEMENTS
1. Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Purchase Agreement.
2. Amendments to Purchase Agreement.
(a) The first Recital of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“WHEREAS, Parent is the indirect owner of all of (a) the issued and outstanding membership interests (the “Interests”) of RTI OEM, LLC, a Delaware limited liability company (“RTI OEM”), (b) the issued and outstanding shares (the “Shares”) of Tutogen Medical (United States), Inc., a Florida corporation (“Tutogen US”), and (c) the issued and outstanding shares (together with the Interests and the Shares, the “Securities”) of Tutogen Medical GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung) (the “German Subsidiary” and, together with RTI OEM and Tutogen US, the “Companies”);”
(b) The following definitions are hereby added to Section 1.1 of the Purchase Agreement:
| (i) |
““Debt Financing” means the financing contemplated by the Facilities Agreement.” |
| (ii) |
““Debt Financing CP Satisfaction Letter” means the conditions precedent status letter from Ares Capital Corporation as agent to the Buyer (or one of its affiliates) and delivered to the Seller setting out the status of the conditions to the availability of the Debt Financing. |
| (iii) |
““Debt Financing Sources” means the lenders providing any Debt Financing and the former, current and future equityholders, controlling person, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees of such lenders and/or their respective Affiliates, successors and assigns.” |
| (iv) |
““Facilities Agreement” means that certain Senior Facilities Agreement, dated as of February 28, 2020, by and among, inter alios, Buyer Topco, Buyer, U.S. Metals Topco Ltd., a Delaware corporation, and U.S. Metals Bidco Ltd., a Delaware corporation, the lenders party thereto and Ares Capital Corporation, in its capacity as agent for such lenders and as security agent.” |
(c) The definition of “Group Companies” in Section 1.1 is hereby amended and restated in its entirety to read as follows:
“Group Companies” means the Companies and RTI Donor Services, Inc., a Delaware corporation.
(d) The definition of “Purchased Marks” in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“has the meaning specified in Section 8.1(b).”
(e) The definition of “Wind Down Period” in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“has the meaning specified in Section 8.1(b).”
(f) Sections 7.1(b) and (c) are hereby amended and restated in their entirety to read as follows:
“(b) On or prior to the Closing, Parent shall use reasonable best efforts to cause the Companies, and their officers, employees, advisors and representatives (including legal and accounting) to provide such cooperation to Buyer as may be reasonably requested by Buyer in connection with obtaining the Debt Financing; provided, that such cooperation shall not unreasonably interfere with the business operations of Parent or its Subsidiaries or require Parent or its Subsidiaries to incur any liability or obligation prior to the Closing. Buyer will (i) promptly, upon request of Parent, reimburse Parent and its Subsidiaries for all out-of-pocket expenses incurred in connection with the foregoing, and (ii) will indemnify and hold harmless Parent, its Subsidiaries and its representatives from and against any and all losses or expenses to the extent suffered or incurred in connection with the arrangement of such Debt Financing.”
(c) Buyer shall take all actions against any and all Debt Financing Sources under the Debt Financing (including seeking specific performance of the terms of the Debt Financings) (including bringing litigation against the Underwriting Lender), to cause the Debt Financing Sources to honor their obligation to fund to Buyer under the Facilities Agreement at Closing (up to the full amounts of financing contemplated under the Facilities Agreement).”
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(g) A new Section 7.8(g) of the Purchase Agreement is hereby inserted into the Purchase Agreement as follows:
“(g) To the extent that, pursuant to and in accordance with Section 7.8(a) and Section 7.8(b), US Metals LLC is formed to hold the assets and assume the liabilities of US Metals, (i) Buyer shall cause Buyer TopCo to remain in existence through Closing as its direct parent, and shall cause Buyer Aggregator to remain in existence through Closing as Buyer TopCo’s direct parent, (ii) prior to Closing, Buyer shall cause Buyer Aggregator to form a new wholly owned Subsidiary (“Buyer Metals TopCo”) and shall cause Buyer Metals TopCo to form a new wholly owned Subsidiary (“Buyer Metals”), (iii) references in this Agreement to Buyer shall be deemed to refer to Buyer with respect to the purchase of RTI OEM and to Buyer Metals with respect to the purchase of US Metals LLC, with the corresponding deliverables being adjusted mutatis mutandis, and with Buyer and Buyer Metals to be jointly and severally liable for all obligations of Buyer.”
(h) A new Section 8.10 of the Purchase Agreement is hereby inserted into the Purchase Agreement as follows:
“Section 8.10. Debt Financing Covenants.
“(a) Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary or proper to obtain the Debt Financing contemplated by the Facilities Agreement on or prior to the Closing Date on the terms and conditions described in the Facilities Agreement, including (i) to maintain in effect the Facilities Agreement and (ii) to satisfy (or obtain a waiver of) on a timely basis all those conditions to funding in the Facilities Agreement that are not shown to be satisfied or shown to be in agreed form but unsatisfied under the Debt Financing CP Satisfaction Letter (and will ensure and direct its officers, employees, agents and counsel to do all things and deliver such documents to that end).
(b) Prior to the Closing Date, Buyer shall not permit any amendment or modification to be made to, or any waiver of any of its rights under, the Facilities Agreement or the Debt Financing CP Satisfaction Letter without Parent’s prior consent, if such amendment, modification or waiver (i) with respect to the Facilities Agreement, reduces the aggregate amount of the Debt Financing unless the Equity Financing is increased by a corresponding amount, (ii) imposes new or additional conditions or (iii) could delay the timing of, or prevent, delay or impede the consummation of, the Closing Date; provided that, subject to compliance with the other provisions of this Section 8.10, Buyer may amend the Facilities Agreement to add additional lenders, arrangers and agents in a manner that (x) would not reduce aggregate amount of the Debt Financing or impose any new or additional conditions and (y) could not delay the timing of, or prevent or impede the consummation of, the Closing Date or adversely affect the ability of Buyer to fund its obligations at the Closing Date. Buyer shall promptly deliver to Parent copies of any such amendment, modification or replacement. For purposes of this Section 8.10, references to “Debt Financing” shall include the Debt Financing as permitted to be amended, modified or replaced by this Section 8.10(b) and references to “Facilities Agreement” shall include such documents as permitted to be amended, modified or replaced by this Section 8.10(b).”
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(i) Section 9.1(d) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“(d) There shall have been delivered to Buyer a certificate to the effect of clauses (a) through (c) of this Section 9.1 and Section 9.2, dated the Closing Date, signed on behalf of Parent by a duly authorized officer of Parent.”
(j) A new Section 13.17 of the Purchase Agreement is hereby inserted into the Purchase Agreement as follows:
“Section 13.17. Debt Financing. Notwithstanding anything to the contrary contained in this Agreement, each party hereto: (i) agrees that it will not bring or support any person in bringing any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Sources (which defined term for the purposes of this provision shall include the Debt Financing Sources providing the Debt Financing and their respective equityholders, controlling person, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees of such lenders, in each case solely to the extent involved in their capacity in connection with the Debt Financing) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Facilities Agreement or the performance thereof or the Debt Financing, in any forum other than (x) the courts of England in accordance with Section 46.1 of the Facilities Agreement or (y) the federal and New York state courts located in the Borough of Manhattan within the City of New York; (ii) agrees that, except as specifically set forth in the Facilities Agreement (including Section 44 of the Facilities Agreement), all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources in any way relating to the Facilities Agreement or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (iii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Facilities Agreement or the performance thereof or the Debt Financing. Notwithstanding anything to the contrary contained in this Agreement, (x) the Parent, the Group Companies and each of their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against any Debt Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Facilities Agreement or the performance thereof or the Debt Financing, whether at law or equity, in contract, in tort or otherwise and (y) no Debt Financing Sources shall have any liability (whether in contract, in tort or otherwise) to any of the Parent, the Group Companies or their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under
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this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Facilities Agreement or the performance thereof or the Debt Financing, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Debt Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of this Section 13.17 and that such provisions and the definitions of “Debt Financing,” “Debt Financing Sources” and “Facilities Agreement” shall not be amended in any way adverse to any Debt Financing Source without the prior written consent of such Debt Financing Source.”
(k) Annex A to Schedule 1.1(c) of the Purchase Agreement is hereby replaced in its entirety with Exhibit A hereto; provided, that notwithstanding that Exhibit A hereto provides for the separation of the Contribution Assets between US Metals and US Biologics, but without limiting Parent’s obligations under Section 7.8 of the Purchase Agreement, Parent shall not be required to effect such separation.
3. Consent. With respect to the proportion of securities allocated between US Metals LLC and RTI OEM for purposes of the definition of “Rollover Securities”, Buyer hereby consents to all Rollover Securities being securities in US Metals LLC (with no Rollover Securities being securities in RTI OEM).
4. No Other Modifications. Except as expressly set forth herein, the terms and provisions of the Purchase Agreement remain unmodified and in full force and effect. This Amendment and the Purchase Agreement shall be read together as one agreement, and all references to the Purchase Agreement (in the documents contemplated by the Purchase Agreement or otherwise) shall mean the Purchase Agreement as modified and amended by this Amendment.
5. No Waiver. This Amendment shall not constitute an amendment or waiver of any provision of the Purchase Agreement, except as expressly set forth herein.
6. Miscellaneous. Sections 1.2 (Interpretation), 13.1 (Governing Law), 13.4 (Successors and Assigns; No Recourse), 13.6 (Entire Agreement; Amendments), 13.7 (Waivers), 13.9 (Partial Invalidity), 13.10 (Execution in Counterparts), 13.12 (Jurisdiction; Specific Performance) and 13.13 (Waiver of Jury Trial) of the Purchase Agreement are incorporated herein by reference, mutatis mutandis.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year first above written.
| PARENT: | ||
| RTI SURGICAL HOLDINGS, INC. | ||
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By: |
/s/ Jonathon M. Singer |
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Name: Jonathon M. Singer |
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Title: Chief Financial and Administrative Officer |
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[SIGNATURE PAGE TO FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT]
| BUYER: | ||
| ARDI BIDCO LTD. | ||
| By: |
/s/ Shayla Kasuto Harlev |
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| Shayla Kasuto Harlev, solely in her capacity as attorney in fact | ||
[SIGNATURE PAGE TO FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT]
Exhibit 10.1
Execution Version
FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT
This FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”) is entered into as of March 2, 2020, by and among RTI SURGICAL, INC., a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Loan Party” on the signature pages hereof, ARES CAPITAL CORPORATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the LENDERS signatory hereto, which Lenders constitute the Required Lenders, each in their individual capacity as a Lender under the Credit Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the Borrower, the other Loan Parties, the Administrative Agent and the Lenders from time to time party thereto are parties to that certain Second Lien Credit Agreement, dated as of March 8, 2019 (as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders agree to amend certain provisions of the Credit Agreement; and
WHEREAS, on the terms subject to the conditions set forth in this Amendment, the Administrative Agent and the Consenting Lenders are willing to agree to such amendments;
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:
1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.
2. Amendments to Credit Agreement. Effective upon the satisfaction of the conditions set forth in Section 3 hereof, the parties hereto hereby agree as follows:
a. The definition of “EBITDA” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting the “and” immediately prior to clause (a)(x) thereof, inserting “and” at the end of such clause (a)(x) and adding a new clause (a)(xi) at the end of such clause (a), which shall read in its entirety as follows:
(xi) any non-recurring fees, cash charges and other cash expenses made or incurred prior to January 1, 2022, in connection with the Disposition contemplated by the Equity Purchase Agreement; provided that the aggregate amount added back to EBITDA pursuant to this clause (xi) shall not exceed $9,000,000,
b. Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined terms in appropriate alphabetical order in such Section:
“Equity Purchase Agreement” means that certain the Equity Purchase Agreement, dated January 13, 2020, between the Borrower and Ardi Bidco Ltd., a Delaware corporation, as in effect on the First Amendment Effective Date.
“First Amendment” means the First Amendment to Second Lien Credit Agreement, dated as of March 2, 2020, among the Borrower, the Administrative Agent, the Loan Parties that are parties thereto and the Lenders that are parties thereto.
“First Amendment Effective Date” means the date on which the First Amendment became effective in accordance with its terms.
c. Section 6.12(b) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
(b) Total Net Leverage Ratio. The Loan Parties shall not suffer or permit the Total Net Leverage Ratio as of any date set forth below to be greater than the maximum ratio set forth in the table below opposite such date:
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Computation Period Ending: |
Maximum Total Net
Leverage Ratio: |
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March 31, 2019 |
9.00:1.00 | |||
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June 30, 2019 |
7.50:1.00 | |||
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September 30, 2019 |
6.00:1.00 | |||
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December 31, 2019 |
5.00:1.00 | |||
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March 31, 2020 |
5.75:1.00 | |||
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June 30, 2020 |
5.75:1.00 | |||
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September 30, 2020 |
5.75:1.00 | |||
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December 31, 2020 |
5.75:1.00 | |||
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March 31, 2021 |
5.25:1.00 | |||
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June 30, 2021 |
5.25:1.00 | |||
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September 30, 2021 and the last day of each fiscal quarter ending thereafter |
3.50:1.00 | |||
d. Section 2.11 of the Credit Agreement is hereby amended and restated to read it its entirety as follows:
The Borrower hereby agrees to pay in cash in immediately available funds, upon the earlier to occur of (i) October 13, 2020 and (ii) the date on which the definitive abandonment of the Disposition contemplated by the Equity Purchase Agreement occurs, to each Lender that is a party to the First Amendment, in consideration for its agreement to enter into the First Amendment, its pro rata share of a fee (the “First Amendment Fee”) in an amount equal to 0.50% of the aggregate outstanding Term Loans held by all such Lenders on the First Amendment Effective Date, which First Amendment Fee is fully earned on the First Amendment Effective Date; provided, however, that the requirement to pay the First Amendment Fee shall terminate if, prior to the date that it would otherwise be due, the Disposition contemplated by the Equity Purchase Agreement has been consummated in accordance with the terms of the Equity Purchase Agreement.
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3. Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:
a. the execution and delivery of this Amendment by each Loan Party, the Administrative Agent and Lenders constituting the Required Lenders;
b. immediately after giving effect to this Amendment, no Default or Event of Default shall exist;
c. the representations and warranties made by each Loan Party contained in Section 4 shall be true and correct in all material respects as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided that any representation or warranty that, by its terms, is qualified as to “materiality”, “Material Adverse Effect” or similar language, shall be true and correct in all respects in accordance with its terms on such respective dates; and
d. each of the Administrative Agent and each Lender shall have received, for its own respective account, the reasonable fees, costs and out-of-pocket expenses due and payable to such Person pursuant Section 9.03 of the Credit Agreement (including the reasonable fees, disbursements and other charges of counsel) for which invoices have been presented at least one (1) Business Day prior to the date hereof.
4. Representations and Warranties. Each Loan Party hereby represents and warrants to the Administrative Agent and each Lender as follows:
a. each Loan Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of this Amendment and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment;
b. each Loan Party has duly executed and delivered this Amendment, and this Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law);
c. neither (a) the execution, delivery and performance by any Loan Party of this Amendment and compliance with the terms and provisions thereof nor (b) the consummation of the transactions contemplated hereby will (i) violate any Requirement of Law applicable to any Loan Party or any Subsidiary, except as could not reasonably be expected to result in a Material Adverse Effect, (ii) violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries in any material respect, or (iii) result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents or otherwise permitted under the Credit Agreement;
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d. no Default or Event of Default has occurred and is continuing or would immediately result after giving effect to this Amendment; and
e. all representations and warranties made by each Loan Party contained herein or in the other Loan Documents is true and correct in all material respects, in each case, with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date); provided, that any representation or warranty that, by its terms, is qualified as to “materiality”, “Material Adverse Effect” or similar language, is true and correct in all respects in accordance with its terms on such respective dates.
5. No Modification. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Administrative Agent and Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as amended or consented to hereby, the Credit Agreement and other Loan Documents remain unmodified and in full force and effect. All references in the Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended and waived hereby.
6. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
7. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that none of the Loan Parties may assign or transfer any of its rights or obligations under this Amendment without the prior written consent of the Administrative Agent.
8. Governing Law; Jurisdiction; Service of Process and Waiver of Jury Trial. The terms and provisions of Sections 9.09 and 9.10 of the Credit Agreement are incorporated herein by reference and shall apply to this Amendment, mutatis mutandis.
9. Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
10. Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and, (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations of the Borrower under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Loan Parties hereby consents to this Amendment and acknowledges that the Credit Agreement, as amended hereby, and each of the other Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
4
IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date set forth above.
| BORROWER: | ||
| RTI SURGICAL, INC. | ||
| By: |
/s/ Jonathon M. Singer |
|
| Name: | Jonathon M. Singer | |
| Title: | Chief Financial and Administrative Officer, | |
| Corporate Secretary | ||
First Amendment to Second Lien Credit Agreement
| OTHER LOAN PARTIES: | ||
| PIONEER SURGICAL TECHNOLOGY, INC. | ||
| By: |
/s/ Jonathon M. Singer |
|
| Name: | Jonathon M. Singer | |
| Title: | President and CEO and Corporate Secretary | |
| REGENERATION TECHNOLOGIES, INC. - CARDIOVASCULAR | ||
| By: |
/s/ Jonathon M. Singer |
|
| Name: | Jonathon M. Singer | |
| Title: | President and CEO and Corporate Secretary | |
| BIOLOGICAL RECOVERY GROUP, INC. | ||
| By: |
/s/ Jonathon M. Singer |
|
| Name: | Jonathon M. Singer | |
| Title: | President and CEO and Corporate Secretary | |
| RTI SERVICES, INC. | ||
| By: |
/s/ Jonathon M. Singer |
|
| Name: | Jonathon M. Singer | |
| Title: | President and CEO and Corporate Secretary | |
| RTI DONOR SERVICES, INC. | ||
| By: |
/s/ Jonathon M. Singer |
|
| Name: | Jonathon M. Singer | |
| Title: | Secretary | |
| TUTOGEN MEDICAL, INC. | ||
| By: |
/s/ Jonathon M. Singer |
|
| Name: | Jonathon M. Singer | |
| Title: | President and CEO and Corporate Secretary | |
First Amendment to Second Lien Credit Agreement
| TUTOGEN MEDICAL (UNITED STATES), INC. | ||
| By: |
/s/ Jonathon M. Singer |
|
| Name: Jonathon M. Singer | ||
| Title: President and CEO and Corporate Secretary | ||
| ANGSTROM ACQUISITION CORP. II | ||
| By: |
/s/ Jonathon M. Singer |
|
| Name: Jonathon M. Singer | ||
| Title: President and CEO and Corporate Secretary | ||
| PIONEER SURGICAL ORTHOBIOLOGICS, INC. | ||
| By: |
/s/ Jonathon M. Singer |
|
| Name: Jonathon M. Singer | ||
| Title: President and CEO and Corporate Secretary | ||
| ZYGA TECHNOLOGY, INC. | ||
| By: |
/s/ Jonathon M. Singer |
|
| Name: Jonathon M. Singer | ||
| Title: President and CEO and Corporate Secretary | ||
| PARADIGM SPINE, LLC | ||
| By: |
/s/ Jonathon M. Singer |
|
| Name: Jonathon M. Singer | ||
| Title: President and CEO and Corporate Secretary | ||
First Amendment to Second Lien Credit Agreement
| RTI SURGICAL HOLDINGS, INC. | ||
| By: |
/s/ Jonathon M. Singer |
|
| Name: Jonathon M. Singer | ||
|
Title: Chief Financial Officer and Administrative Officer, Corporate Secretary |
||
| ANDI’S BELMARALL, LLC | ||
| By: |
/s/ Jonathon M. Singer |
|
| Name: Jonathon M. Singer | ||
| Title: CEO and Secretary | ||
| FOURTH DIMENSION SPINE, LLC | ||
| By: |
/s/ Jonathon M. Singer |
|
| Name: Jonathon M. Singer | ||
| Title: Chairman and CEO and Secretary | ||
| RTI OEM, LLC | ||
| By: |
/s/ Ryan Bartolucci |
|
| Name: Ryan Bartolucci | ||
| Title: Vice President & Chief Financial Officer | ||
First Amendment to Second Lien Credit Agreement
| ADMINISTRATIVE AGENT AND LENDERS | ||
|
ARES CAPITAL CORPORATION, individually and as Administrative Agent and as a Lender |
||
| By: |
/s/ Mark Affolter |
|
| Name: | Mark Affolter | |
| Title: | Authorized Signatory | |
|
CION ARES DIVERSIFIED CREDIT FUND, as a Lender |
||
| By: |
/s/ Mark Affolter |
|
| Name: | Mark Affolter | |
| Title: | Authorized Signatory | |
|
ARES CENTRE STREET PARTNERSHIP, L.P., as a Lender |
||
| By: Ares Centre Street GP, Inc., as general partner | ||
| By: |
/s/ Mark Affolter |
|
| Name: | Mark Affolter | |
| Title: | Authorized Signatory | |
| ARES PCS HOLDINGS INC., as a Lender | ||
| By: Ares Capital Management LLC, its servicer | ||
| By: |
/s/ Mark Affolter |
|
| Name: | Mark Affolter | |
| Title: | Authorized Signatory | |
|
ARES PRIVATE CREDIT SOLUTIONS, L.P., as a Lender |
||
| By: Ares Capital Management LLC, its investment manager | ||
| By: |
/s/ Mark Affolter |
|
| Name: | Mark Affolter | |
| Title: | Authorized Signatory | |
First Amendment to Second Lien Credit Agreement
| ARES JASPER FUND, L.P., as a Lender | ||
| By: Ares Capital Management LLC, its investment manager | ||
| By: |
/s/ Mark Affolter |
|
| Name: | Mark Affolter | |
| Title: | Authorized Signatory | |
| ARES ND CREDIT STRATEGIES FUND LLC, as a Lender | ||
| By: Ares Capital Management LLC, its account manager | ||
| By: |
/s/ Mark Affolter |
|
| Name: | Mark Affolter | |
| Title: | Authorized Signatory | |
| ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES OF SALI MULTI-SERIES FUND, L.P., as a Lender | ||
| By: Ares Management LLC, its investment subadvisor | ||
| By: Ares Capital Management LLC, as subadvisor | ||
| By: |
/s/ Mark Affolter |
|
| Name: | Mark Affolter | |
| Title: | Authorized Signatory | |
| ARES SENIOR DIRECT LENDING MASTER FUND DESIGNATED ACTIVITY COMPANY, as a Lender | ||
| By: Ares Capital Management LLC, its investment manager | ||
| By: |
/s/ Mark Affolter |
|
| Name: | Mark Affolter | |
| Title: | Authorized Signatory | |
First Amendment to Second Lien Credit Agreement
| ARES SENIOR DIRECT LENDING PARALLEL FUND (L), L.P., as a Lender | ||
| By: Ares Capital Management LLC, its investment manager | ||
| By: |
/s/ Mark Affolter |
|
| Name: | Mark Affolter | |
| Title: | Authorized Signatory | |
| ARES SENIOR DIRECT LENDING PARALLEL FUND (U), L.P., as a Lender | ||
| By: Ares Capital Management LLC, its investment manager | ||
| By: |
/s/ Mark Affolter |
|
| Name: | Mark Affolter | |
| Title: | Authorized Signatory | |
| ARES SDL HOLDINGS (U) INC., as a Lender | ||
| By: Ares Capital Management LLC, its investment manager | ||
| By: |
/s/ Mark Affolter |
|
| Name: | Mark Affolter | |
| Title: | Authorized Signatory | |
| ARES DIRECT FINANCE I LP, as a Lender | ||
| By: Ares Capital Management LLC, its investment manager | ||
| By: |
/s/ Mark Affolter |
|
| Name: | Mark Affolter | |
| Title: | Authorized Signatory | |
First Amendment to Second Lien Credit Agreement
| ARES EUROPEAN CREDIT STRATEGIES FUND VIII (BUMA), L.P., as a Lender | ||
| By: Ares Management Limited, its investment manager | ||
| By: Ares Capital Management LLC, its subadvisor | ||
| By: |
/s/ Mark Affolter |
|
| Name: | Mark Affolter | |
| Title: | Authorized Signatory | |
First Amendment to Second Lien Credit Agreement
Exhibit 99.1
RTI Surgical Holdings, Inc.® Announces Record Dates and Stockholder
Meetings Date for Sale of OEM Business and Annual Meeting
Deerfield, Ill., March 9, 2020 – RTI Surgical Holdings, Inc. (Nasdaq: RTIX), a global surgical implant company, announced today that it has set a new record date for the special meeting of its shareholders, which was previously scheduled for March 31, 2020 (the “Special Meeting”) to, among other things, consider and vote on various proposals necessary to close the previously announced Equity Purchase Agreement, dated January 13, 2020 (the “Purchase Agreement”), with Ardi Bidco Ltd., a Delaware corporation and an entity affiliated with Montagu Private Equity, LLP (the “Buyer”), pursuant to which the Buyer will acquire the OEM business of the Company by means of a sale (the “Sale”) of certain affiliates of the Company.
Stockholders of record as of the close of business on April 8, 2020, will be entitled to vote at the Special Meeting, which is now scheduled to take place on May 13, 2020. The Sale is subject to certain customary closing conditions and approval from our stockholders. The Sale is expected to close in the first half of 2020.
RTI Surgical Holdings also announced today that it has set a record date for the annual meeting of its shareholders (the “Annual Meeting”). Stockholders of record as of the close of business on April 8, 2020, will be entitled to vote at the Annual Meeting, which is now scheduled to take place on May 13, 2020.
About RTI Surgical Holdings, Inc.
RTI Surgical Holdings is a leading global surgical implant company providing surgeons with safe biologic, metal and synthetic implants. Committed to delivering a higher standard, RTI’s implants are used in sports medicine, plastic surgery, spine, orthopedic and trauma procedures and are distributed in over 50 countries. RTI has four manufacturing facilities throughout the U.S. and Europe. RTI is accredited in the U.S. by the American Association of Tissue Banks and is a member of AdvaMed. For more information, please visit www.rtix.com. Connect with us on LinkedIn and Twitter.
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. The forward-looking statements are not guarantees of future performance and are based on certain assumptions including general economic conditions, as well as those within RTI Surgical Holdings, Inc.’s industry and numerous other factors and risks identified in RTI Surgical Holdings, Inc.’s Form 10-K for the fiscal year ended December 31, 2018 and other filings with the Securities and Exchange Commission (SEC). Our actual results may differ materially from the anticipated results reflected in these forward-looking statements. Important factors that could cause actual results to differ materially from the anticipated results reflected in these forward-looking statements include risks and uncertainties relating to the following: (i) the risk that the Company may be unable to obtain stockholder approval for the proposed transaction or that the Company or Montagu may be unable to obtain regulatory approvals required for the proposed transaction, or required regulatory approvals may delay the proposed transaction; (ii) the risk that a condition to the closing of the proposed transaction may not be satisfied; (iii) the risk that the occurrence of an event that could give rise to termination of the definitive agreement; (iv) the risk that shareholder litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (v) the timing to consummate the proposed transaction; (vi) the effect and timing of changes in laws or in governmental
regulations; (vii) general worldwide economic conditions and related uncertainties; (viii) the impact of potential global health emergencies such as COVID-19 (coronavirus); and (ix) other risks described in our public filings with the SEC. Additional risks and uncertainties will be discussed in the proxy statement and other materials that the Company will file with the SEC in connection with the proposed transaction. There can be no assurance that the Sale will be completed, or if it is completed, that it will close within the anticipated time period. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. Each forward-looking statement in this communication speaks only as of the date of the particular statement. Copies of the Company’s SEC filings may be obtained by contacting the Company or the SEC or by visiting RTI’s website at www.rtix.com or the SEC’s website at www.sec.gov. We undertake no obligation to update these forward-looking statements except as may be required by law.
Important Additional Information and Where to Find It
In connection with the proposed transaction, the Company will file relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting related to the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the proxy statement and other relevant materials filed by the Company with the SEC free of charge at the SEC’s website, www.sec.gov, from the Company at its website, www.rtix.com, or by contacting the Company’s Investor Relations at (847) 530-0249.
Participants in Solicitation
RTI Surgical Holdings, Inc. and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information concerning RTI Surgical Holdings, Inc.’s participants is set forth in the proxy statement, filed March 25, 2019, for RTI Surgical Holdings, Inc.’s 2019 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the proposed transaction will be included in the proxy statement and other relevant materials to be filed with the SEC when they become available.
Exhibit 99.2
Subject: New Record Date and Shareholder Meeting Date Set for Sale of OEM Business
Dear Colleagues,
We recently communicated the postponement of the record date and meeting date for receiving approval from RTI’s shareholders on the transaction for the sale of the OEM business, which was previously scheduled for March 31, 2020. Earlier today, we set the new shareholder meeting date, which is now scheduled to take place on May 13, 2020. This will also be the scheduled date for the annual shareholders’ meeting.
Shareholders of record as of the close of business on April 8, 2020, will be entitled to vote at the meeting to consider and vote on various proposals necessary to approve the previously announced transaction. The sale is still subject to certain customary closing conditions in addition to approval from our shareholders, and we still intend for the transaction to close in the first half of 2020.
We continue to make progress on ensuring both the Spine and OEM businesses are well-positioned for autonomy and future growth, and will have more information to share with you in the coming days on key topics for each company to maintain business continuity.
Thank you again for all you have done over to get us to this point in RTI’s transformation. We have much to look forward to in 2020.
Sincerely,
Camille
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. The forward-looking statements are not guarantees of future performance and are based on certain assumptions including general economic conditions, as well as those within RTI Surgical Holdings, Inc.’s industry and numerous other factors and risks identified in RTI Surgical Holdings, Inc.’s Form 10-K for the fiscal year ended December 31, 2018 and other filings with the Securities and Exchange Commission (SEC). Our actual results may differ materially from the anticipated results reflected in these forward-looking statements. Important factors that could cause actual results to differ materially from the anticipated results reflected in these forward-looking statements include risks and uncertainties relating to the following: (i) the risk that the Company may be unable to obtain stockholder approval for the proposed transaction or that the Company or Montagu may be unable to obtain regulatory approvals required for the proposed transaction, or required regulatory approvals may delay the proposed transaction; (ii) the risk that a condition to the closing of the proposed transaction may not be satisfied; (iii) the risk that the occurrence of an event that could give rise to termination of the definitive agreement; (iv) the risk that shareholder litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (v) the timing to consummate the proposed transaction; (vi) the effect and timing of changes in laws or in governmental regulations; (vii) general worldwide economic conditions and
related uncertainties; (viii) the impact of potential global health emergencies such as COVID-19 (coronavirus); and (ix) other risks described in our public filings with the SEC. Additional risks and uncertainties will be discussed in the proxy statement and other materials that the Company will file with the SEC in connection with the proposed transaction. There can be no assurance that the Sale will be completed, or if it is completed, that it will close within the anticipated time period. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. Each forward-looking statement in this communication speaks only as of the date of the particular statement. Copies of the Company’s SEC filings may be obtained by contacting the Company or the SEC or by visiting RTI’s website at www.rtix.com or the SEC’s website at www.sec.gov. We undertake no obligation to update these forward-looking statements except as may be required by law.
Important Additional Information and Where to Find It
In connection with the proposed transaction, the Company will file relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting related to the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the proxy statement and other relevant materials filed by the Company with the SEC free of charge at the SEC’s website, www.sec.gov, from the Company at its website, www.rtix.com, or by contacting the Company’s Investor Relations at (847) 530-0249.
Participants in Solicitation
RTI Surgical Holdings, Inc. and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information concerning RTI Surgical Holdings, Inc.’s participants is set forth in the proxy statement, filed March 25, 2019, for RTI Surgical Holdings, Inc.’s 2019 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the proposed transaction will be included in the proxy statement and other relevant materials to be filed with the SEC when they become available.