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Xtant Medical Announces Debt Restructuring
The primary purpose of the restructuring is to improve Xtant’s capital structure by reducing its outstanding debt, which the Company expects will facilitate future access to capital markets for investment in its growth initiatives, and provide a path to possibly regain compliance with the NYSE American continued listing standards.
“We are pleased to have signed this agreement with our lenders, which are affiliated with
The restructuring transactions contemplated under the Restructuring and Exchange Agreement include, among others:
- an amendment to Xtant’s charter to increase the number of authorized shares of common stock from 75 million to 300 million;
- the exchange by Xtant of shares of common stock for approximately
$40.8 millionof the aggregate outstanding principal amount of the loans outstanding under the credit agreement, as well as, without duplication, approximately $21.1 millionof the outstanding amount of PIK Interest (as defined in the credit agreement) (such loans and PIK Interest, referred to as the “exchanging loans”), plus all other accrued and unpaid interest on the exchanging loans outstanding as of the closing date, at an exchange price of $1.07per share, representing the average closing price of the common stock over the 10 trading days immediately prior to the parties entering into the Restructuring and Exchange Agreement, and resulting in the issuance of approximately 57.8 million shares of Xtant common stock to the lenders;
- the execution of an amendment to the credit agreement by the parties thereto to change certain provisions therein, including extinguishing loans in an aggregate principal amount equal to the exchanging loans outstanding thereunder together with all accrued and unpaid interest thereon, adding loans in an aggregate principal amount equal to the prepayment fee payable thereunder in respect of the exchanging loans, reducing the amount of credit availability thereunder, reducing the interest rate and eliminating certain financial covenants; and
- the launch by Xtant of a rights offering to allow stockholders of the Company to purchase up to an aggregate of
$15 millionof Xtant common stock at the same price per share as the $1.07per share exchange price used to exchange the exchanging loans into common stock.
Immediately after the signing of the Restructuring and Exchange Agreement, Xtant solicited and obtained the written consent of
Pursuant to applicable federal securities and corporate laws, Xtant intends to file an information statement with the
“The Board, as well as our controlling stockholder, OrbiMed, are cognizant of the significant dilution that will result from the completion of the debt restructuring, which may be alleviated to some extent by the subsequent rights offering that we intend to launch thereafter,” continued
The symbols ™ and ® denote trademarks and registered trademarks of
As mentioned above, Xtant intends to file an information statement with the
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “continue,” “future,” “will,” “may,” “continue,” similar expressions or the negative thereof, and the use of future dates. Forward-looking statements in this release include the Company’s expectations regarding the timing, effect and benefits of the restructuring transactions and its compliance with the continued listing standards of the NYSE American. The Company cautions that its forward-looking statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others: risks and uncertainties surrounding the restructuring transactions, including without limitation, the Company’s ability to consummate the restructuring transactions and to do so on a timely basis and its ability to maintain the listing of its common stock on the NYSE American; the effect of the COVID-19 pandemic on the Company’s business, operating results and financial condition; the Company’s future operating results and financial performance; the ability to increase or maintain revenue; the ability to remain competitive; the ability to innovate and develop new products; the effect of management changes and the ability to engage and retain qualified personnel; government and third-party coverage and reimbursement for Company products; the ability to obtain and maintain regulatory approvals and comply with government regulations; the effect of product liability claims and other litigation to which the Company may be subject; the effect of product recalls and defects; the ability to obtain and protect Company intellectual property and proprietary rights and operate without infringing the rights of others; the ability to service Company debt, comply with its debt covenants and access additional indebtedness; the ability to obtain additional financing and other factors. Additional risk factors are contained in the Company’s Annual Report on Form 10-K for the year ended
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Source: Xtant Medical, Inc.