CONMED Corporation, a medical technology company that provides surgical devices and equipment for minimally invasive procedures, announced a definitive agreement to acquire privately-held Buffalo Filter LLC for $365 million on a cash-free, debt-free basis. The transaction is expected to be financed through a combination of new convertible notes and an expanded and amended credit facility. The transaction is subject to customary closing conditions, including receipt of U.S. regulatory approval, and is expected to close in the first quarter of 2019.

CONMED intends to finance the Purchase Price using a combination of the issuance of convertible notes or other securities in a private placement or a public offering and an incremental term loan under its existing senior secured credit agreement, which was previously announced on January 4, 2016, with JPMorgan Chase as administrative agent.

CONMED has also obtained a commitment from JPMorgan Chase Bank, N.A. to provide a new senior unsecured bridge loan facility in an aggregate principal amount of up to $365 million if the foregoing financing measures cannot be completed prior to the consummation of the Acquisition.

In addition, CONMED intends to either (i) obtain an amendment to the Existing Credit Agreement to permit the consummation of the Acquisition or (ii) replace the credit facilities under the Existing Credit Agreement with a new senior secured revolving credit facility in an aggregate principal amount of $525 million and a new senior secured term loan facility in an aggregate principal amount of $150 million (which term loan facility amount may be increased in lieu of the incremental term loan described above). In the event neither the amendment nor the replacement facility can be obtained, JPM has also committed to provide a new senior secured credit facility to refinance in full the Existing Credit Agreement. Such senior secured credit facility will comprise a revolving credit facility in an aggregate principal amount of $525 million and a term loan facility in an aggregate principal amount equal to the lesser of $147,656,250 and the aggregate amount of the term loans outstanding under the Existing Credit Agreement at the Closing.

Barclays Capital is acting as financial advisor, Sullivan & Cromwell LLP is acting as legal counsel, and J.P. Morgan is leading the financing for CONMED in connection with the transaction. Goldman Sachs is acting as financial advisor and Paul Hastings LLP is acting as legal counsel for Filtration Group in connection with the transaction.