CONMED (NYSE: CNMD) secures $450M term loan to manage 2026 notes

Rhea-AI Filing Summary

CONMED Corporation entered into a First Omnibus Amendment to its existing credit documents to add a new $450 million senior secured delayed draw Term A-2 Loan Facility. This facility is available in a single draw through June 14, 2026 and matures on June 10, 2030, matching CONMED’s existing revolving and term loans.

The company plans to use the Term A-2 proceeds to repurchase a portion of its outstanding 2.25% Convertible Senior Notes due 2026 and to pay related fees and expenses. Interest on the new loans will be based on adjusted term SOFR plus a margin of 1.125%–2.25% or a base rate plus 0.125%–1.25%, tied to CONMED’s consolidated senior secured leverage ratio, with initial margins of 1.75% for SOFR loans and 0.75% for base rate loans.

Insights

Capital structure and credit analyst

CONMED adds a $450M term loan to manage 2026 convertible note maturities.

CONMED has amended its credit agreement to secure a $450 million Term A-2 Loan Facility, senior secured and delayed draw, maturing in 2030. The primary stated use is repurchasing part of its 2.25% Convertible Senior Notes due 2026, alongside transaction fees and expenses.

The facility’s pricing is floating, set at adjusted term SOFR plus a 1.125%–2.25% margin, or a base rate plus 0.125%–1.25%, with initial margins of 1.75% and 0.75%, respectively. Margins vary with the consolidated senior secured leverage ratio, directly linking borrowing costs to leverage levels.

Obligations under the Term A-2 loans share the same collateral and subsidiary guarantees as existing facilities, indicating a consistent secured capital structure. Investors can look to future disclosures for details on how much of the 2.25% notes due 2026 are ultimately repurchased with this new capacity.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Term A-2 facility size: $450 million Term A-2 maturity: June 10, 2030 Convertible notes coupon: 2.25% +5 more

8 metrics

Term A-2 facility size $450 million Incremental senior secured delayed draw term “a” loans

Term A-2 maturity June 10, 2030 Same maturity as existing revolving and term facilities

Convertible notes coupon 2.25% Convertible Senior Notes due 2026 targeted for repurchase

SOFR margin range 1.125%–2.25% per annum Interest margin over adjusted term SOFR, leverage-based

Base rate margin range 0.125%–1.25% per annum Interest margin over base rate, leverage-based

Initial SOFR margin 1.75% per annum Before first adjustment for quarter ending September 30, 2026

Initial base rate margin 0.75% per annum Before first adjustment for quarter ending September 30, 2026

Draw deadline June 14, 2026 Last date to borrow Term A-2 in a single drawing

Key Terms

Term A-2 Loan Facility, adjusted term secured overnight financing rate, consolidated senior secured leverage ratio, First Omnibus Amendment and Increased Facility Activation Notice, +2 more

6 terms

Term A-2 Loan Facility financial

"aggregate principal amount equal to $450 million (the “Term A-2 Loan Facility”)"

adjusted term secured overnight financing rate financial

"interest rate margins applicable to loans... based on an adjusted term secured overnight financing rate"

consolidated senior secured leverage ratio financial

"in each case based on the consolidated senior secured leverage ratio of CONMED"

First Omnibus Amendment and Increased Facility Activation Notice financial

"entered into the First Omnibus Amendment and Increased Facility Activation Notice (the “First Amendment”)"

Convertible Senior Notes financial

"repurchase a portion of CONMED’s outstanding 2.25% Convertible Senior Notes due 2026"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

Guarantee and Collateral Agreement financial

"the “Guarantee and Collateral Agreement”) by CONMED and the other subsidiaries party thereto"

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Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): May 27, 2026

CONMED CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-39218		16-0977505
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

11311 Concept Blvd Largo, FL		33773
(Address of principal executive offices)		(Zip code)

(727) 392-6464

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (See General Instruction A.2 below):

☐ 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 Rule 12(b) of the Act

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value		CNMD		NYSE

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On May 27, 2026, CONMED Corporation, a Delaware corporation (“CONMED”) entered into the First Omnibus Amendment and Increased Facility Activation Notice (the “First Amendment”), among CONMED and its subsidiary Linvatec Nederland B.V., a Netherlands private limited company (besloten vennootschap), as borrowers; certain of CONMED’s other subsidiaries, as guarantors; the several banks and other financial institutions party thereto, as lenders; and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). The First Amendment amends (i) the Eighth Amended and Restated Credit Agreement, dated as of June 10, 2025 (the “Base Credit Agreement” and, as amended by the First Amendment, the “Credit Agreement” ), among CONMED, the Foreign Subsidiary Borrowers (as defined therein) from time to time parties thereto, the several banks and other financial institutions or entities from time to time parties thereto, and the Administrative Agent and (ii) the Amended and Restated Guarantee and Collateral Agreement, dated as of June 10, 2025 (the “Base Guarantee and Collateral Agreement” and, as amended by the First Amendment, the “Guarantee and Collateral Agreement”) by CONMED and the other subsidiaries party thereto, in favor of the Administrative Agent. The Base Credit Agreement and the Base Guarantee and Collateral Agreement were filed as Exhibits 10.1 and 10.2, respectively, to CONMED’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2025.

CONMED entered into the First Amendment to, among other things, obtain commitments for incremental senior secured delayed draw term “a” loans available in U.S. dollars to CONMED in an aggregate principal amount equal to $450 million (the “Term A-2 Loan Facility”), which is available to be borrowed in a single drawing on or prior to June 14, 2026. The Term A-2 Loan Facility matures on June 10, 2030, the same maturity date as the existing revolving and term loan facilities under the Base Credit Agreement. The proceeds of the Term A-2 Loan Facility will be available to repurchase a portion of CONMED’s outstanding 2.25% Convertible Senior Notes due 2026, and to pay fees and expenses incurred in connection with any such repurchase and the First Amendment.

The interest rate margins applicable to loans under the Term A-2 Loan Facility shall be based on an adjusted term secured overnight financing rate (“SOFR”) plus a margin ranging from 1.125% to 2.25% per annum, or a base rate plus a margin ranging from 0.125% to 1.25% per annum, in each case based on the consolidated senior secured leverage ratio of CONMED. Prior to the first adjustment date to occur with respect to the fiscal quarter ending September 30, 2026, the margins for loans under the Term A-2 Loan Facility will be 1.75% per annum for adjusted term SOFR borrowings, or 0.75% per annum for base rate borrowings.

Obligations in respect of the Term A-2 Loan Facility are secured by the same assets and rights of CONMED and certain of its subsidiaries that secure the other obligations under the Credit Agreement and related documents, and are guaranteed by the same subsidiaries of CONMED that guarantee the other obligations under the Credit Agreement and related documents.

The foregoing description of the First Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the complete text of the First Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 1

Item 2.03 Creation of a Direct Financial Obligations or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the First Amendment set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference under this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are included herewith:

Exhibit Number		Description
10.1		First Omnibus Amendment and Increased Facility Activation Notice, dated as of May 27, 2026, among CONMED Corporation, Linvatec Nederland B.V., a Netherlands private limited company (besloten vennootschap), certain other subsidiaries of CONMED Corporation party thereto, the several banks and other financial institutions party thereto party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 2

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 thereunto duly authorized.

	CONMED CORPORATION
	(Registrant)
	By:	/s/ Patrick Beyer
		Name:	Patrick Beyer
		Title:	President and Chief Executive Officer and
			Interim Principal Financial Officer
Date: June 1, 2026

 3

FAQ

What did CONMED (CNMD) announce regarding its credit agreement?

CONMED entered into a First Omnibus Amendment to its existing credit documents. The amendment adds a new $450 million senior secured delayed draw Term A-2 Loan Facility, sharing the same collateral and guarantor structure as its existing revolving and term loan facilities.

How large is CONMED’s new Term A-2 Loan Facility and when does it mature?

The Term A-2 Loan Facility has an aggregate principal amount of $450 million. It is available for a single borrowing through June 14, 2026 and matures on June 10, 2030, the same maturity date as CONMED’s existing revolving and term loan facilities.

What will CONMED use the $450 million Term A-2 Loan Facility for?

CONMED intends to use the Term A-2 Loan Facility proceeds to repurchase a portion of its outstanding 2.25% Convertible Senior Notes due 2026. The funds may also cover fees and expenses associated with those repurchases and the First Omnibus Amendment itself.

How is interest determined on CONMED’s new Term A-2 Loan Facility?

Interest margins on the Term A-2 loans are based on adjusted term SOFR plus 1.125%–2.25% or a base rate plus 0.125%–1.25%. The margin depends on CONMED’s consolidated senior secured leverage ratio, with initial margins of 1.75% for SOFR loans and 0.75% for base rate loans.

What securities is CONMED targeting with the new Term A-2 Loan Facility?

CONMED states that Term A-2 Loan Facility proceeds will be available to repurchase a portion of its outstanding 2.25% Convertible Senior Notes due 2026. These notes are a form of convertible senior debt that currently represents part of CONMED’s capital structure.

Are CONMED’s new Term A-2 loans secured and guaranteed?

Yes. Obligations under the Term A-2 Loan Facility are secured by the same assets and rights that secure CONMED’s other obligations under the Credit Agreement. They are also guaranteed by the same CONMED subsidiaries that guarantee those other obligations.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 FIRST OMNIBUS AMENDMENT AND INCREASED FACILITY ACTIVATION NOTICE, DATED AS OF MA 1.2 MB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB