Current Report Filing (8-k)
January 17 2020 - 2:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) January 16, 2020
RTI SURGICAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-38832
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83-2540607
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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520 Lake Cook Road, Suite 315, Deerfield, Illinois
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60015
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (877)
343-6832
(Former Name or Former Address, if Changed Since Last Report)
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of exchange
on which registered
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common stock, $0.001 par value
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RTIX
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Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 7.01. Regulation FD Disclosure.
In connection with RTI Surgical Holdings, Inc. (the Company) recent announcement of its entry into an agreement to sell the
Companys OEM business to an affiliate of Montagu Private Equity LLP (Montagu), a global private equity firm, the Company has elected to provide additional historical revenue information regarding its two segments. The following
table discloses the Companys quarterly revenue for fiscal 2018 and the first three quarters of fiscal 2019 for its Spine and OEM segments.
The information is furnished pursuant to Item 7.01 of this Current Report shall not be deemed to be filed for the purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange
Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.
Revenues
(Unaudited, in
thousands)
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2018
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2019
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Q1
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Q2
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Q3
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Q4
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Full Year
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Q1
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Q2
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Q3
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Total
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Spine Revenues:
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Domestic
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$
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19,263
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$
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18,934
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$
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20,741
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$
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20,749
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$
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79,687
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$
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20,005
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$
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26,671
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$
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23,661
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$
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70,337
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International
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4,124
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3,647
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3,380
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3,460
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14,611
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4,329
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6,570
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5,112
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16,011
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Subtotal Spine
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23,387
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22,581
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24,121
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24,209
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94,298
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24,334
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33,241
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28,773
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86,348
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OEM Revenues:
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Domestic
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44,679
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46,029
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43,453
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44,843
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179,004
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43,687
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47,280
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46,186
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137,153
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International
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1,824
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2,075
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1,490
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2,164
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7,553
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1,720
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1,786
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1,170
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4,676
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Subtotal OEM
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46,503
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48,104
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44,943
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47,007
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186,557
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45,407
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49,066
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47,356
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141,829
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Total
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$
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69,890
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$
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70,685
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$
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69,064
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$
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71,216
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$
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280,855
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$
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69,741
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$
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82,307
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$
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76,129
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$
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228,177
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Item 8.01. Other Events.
In connection with the Companys recent announcment of its entry into an agreement to sell the Companys OEM business to an affiliate
of Montagu, the Company is making available the historical revenue information set forth in Item 7.01 of this Current Report. Such historical revenue information is incorporated in this Item 8.01 of this Current Report by reference.
Important Additional Information and Where to Find It
In connection with the proposed transaction, the Company will file relevant materials with the SEC, including a preliminary proxy statement on
Schedule 14A. Following the filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting related to the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain the proxy statement and other relevant materials filed by the Company with the SEC free of charge at the SECs website, www.sec.gov, from the Company at its website,
www.rtix.com, or by contacting the Companys Investor Relations at (847) 530-0249.
Participants in Solicitation
The Company and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of
the proposed transaction. Information concerning the Companys participants is set forth in the proxy statement, filed March 25, 2019, for the Companys 2019 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional
information regarding the interests of such participants in the solicitation of proxies in respect of the proposed transaction will be included in the proxy statement and other relevant materials to be filed with the SEC when they become available.
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 hereunto duly authorized.
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RTI SURGICAL HOLDINGS, INC.
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Date: January 17, 2020
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By:
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/s/ Joshua H. DeRienzis
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Name:
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Joshua H. DeRienzis
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Title:
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Vice President, General Counsel and Corporate Secretary
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