UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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(Exact name of registrant as specified in its charter)
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(Former name or former address, if changed since last report)
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Title of each class | Trading Symbol(s) | Name of each exchange |
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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):
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. ¨
Section 1 Registrant’s Business and Operations.
Item 1.01.Entry into a Material Definitive Agreement.
On June 2, 2021, CryoLife, Inc. (the “Company"), Deutsche Bank AG New York Branch as administrative agent and collateral agent (“Deutsche Bank”), and certain Company subsidiary guarantors entered into a Third Amendment (the “Third Amendment”) to the Credit and Guarantee Agreement by and among such parties, dated December 1, 2017, as amended (the “Credit Agreement”). The material terms of the Credit Agreement are described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 1, 2017, which description is incorporated herein by reference.
Under the Third Amendment, the maturity dates (the “Maturity Dates”) of both the Company’s Term Loan (the “Term Loan”) and its Revolver (the “Revolver”) under the Credit Agreement are each extended by two and one-half years, until June 1, 2027 and June 1, 2025, respectively, subject to earlier springing maturities if the Company’s 4.25% senior Convertible Notes (the “Convertible Notes”) issued on June 18, 2020 remain outstanding on April 1, 2025 and December 31, 2024, respectively. With respect to the Term Loan, if the Convertible Notes remain outstanding on April 1, 2025, the Term’s Loan’s Maturity Date will be April 1, 2025, or, if the Convertible Notes’ own maturity date has been extended, the earlier of (x) 91 days prior to the Convertible Notes’ new maturity date and (y) June 1, 2027. In the case of the Revolver, if the Convertible Notes are still outstanding on December 31, 2024, the Revolver’s Maturity Date will be either December 31, 2024 or, if the Convertible Notes’ own maturity date has been extended, the earlier of (x) 182 days prior to the Convertible Notes’ new maturity date and (y) June 1, 2025.
Under the Third Amendment, the following additional terms apply:
(a)The interest rate on LIBOR loans increases 25bps from 3.25% plus LIBOR, to 3.50% plus LIBOR;
(b)The interest rate on Base Rate loans increases 25bps from 2.25% plus LIBOR to 2.50% plus LIBOR;
(c)Certain lenders will be extended 1% call protection for the period six months after the effective date of the Third Amendment.
(d)Customary other terms and conditions related to LIBOR transition, the European Bail-In legislation, and other matters.
The Company paid an amendment fee of $619,000, as well as an arranger fee to Deutsche Bank in the amount of $1,239,000.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by the full text of the Third Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, CryoLife, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 2, 2021
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| CRYOLIFE, INC. | |
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| By: | /s/ D. Ashley Lee |
| Name: | D. Ashley Lee |
| Title: | Executive Vice President, Chief Operating Officer and Chief Financial Officer |
Document And Entity Information |
Jun. 02, 2021 |
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| Document And Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Jun. 02, 2021 |
| Entity Registrant Name | CRYOLIFE, INC. |
| Entity Incorporation, State or Country Code | FL |
| Entity File Number | 1-13165 |
| Entity Tax Identification Number | 59-2417093 |
| Entity Address, Address Line One | 1655 Roberts Boulevard, N.W. |
| Entity Address, City or Town | Kennesaw |
| Entity Address, State or Province | GA |
| Entity Address, Postal Zip Code | 30144 |
| City Area Code | 770 |
| Local Phone Number | 419-3355 |
| Title of 12(b) Security | Common Stock, $0.01 par value |
| Trading Symbol | CRY |
| Security Exchange Name | NYSE |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0000784199 |
| Amendment Flag | false |