Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under anOff-Balance Sheet Arrangement of a Registrant.
On February 7, 2019, Wright Medical Group, Inc. (“WMG”), an indirect, wholly-owned subsidiary of Wright Medical Group N.V. (the “Company”), issued $139,556,000 additional aggregate principal amount of WMG’s 1.625% cash convertible senior notes due 2023 (the “2023 Notes” and, such additional aggregated principal amount, the “Additional 2023 Notes”) pursuant to an indenture, dated as of June 28, 2018 (the “Indenture”), among WMG, the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Additional 2023 Notes were delivered upon settlement of previously announced privately negotiated exchange agreements among the Company, WMG and a limited number of investors who are accredited investors (within the meaning of Rule 501 promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) and/or qualified institutional buyers (as defined in Rule 144A under the Securities Act), pursuant to which such accredited investors and/or qualified institutional buyers exchanged $130,134,000 aggregate principal amount of WMG’s existing 2.00% cash convertible senior notes due 2020 (the “2020 Notes”) for the Additional 2023 Notes. Following the exchange, the aggregate outstanding principal amount of the 2023 Notes is $814.6 million and the aggregate outstanding principal amount of the 2020 Notes is $56.5 million.
The Additional 2023 Notes are fully and unconditionally guaranteed by the Company on a senior unsecured basis. The Additional 2023 Notes will pay interest at a rate of 1.625% per year, payable semiannually in arrears on June 15 and December 15 of each year, and will mature on June 15, 2023, unless earlier converted or repurchased. The Additional 2023 Notes have the same terms, and were issued under the same Indenture, as the 2023 Notes issued on June 28, 2018, as described in the Company’s Current Report onForm 8-K filed with the Securities and Exchange Commission on July 3, 2018 (the “Prior Form 8-K”). The information set forth in the PriorForm 8-K is incorporated herein by reference.
The foregoing description of the Indenture and the Additional 2023 Notes does not purport to be complete and is qualified in its entirety by reference to the form of note representing the Additional 2023 Notes, which is filed as Exhibit 4.1 to this Current Report on Form8-K, and the Indenture, which is filed as Exhibit 4.1 to the Prior Form8-K, each of which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
