Item 1.01. Entry into a Material Definitive Agreement.
New Credit Agreement
On July 1, 2016, Symmetry Surgical Inc.
(the “Company”) entered into a Credit Agreement, by and among Merger Sub (as defined below), and immediately after
giving effect to the Merger (as defined below), the Company, as borrower, Parent (as defined below), the other credit parties thereto,
Healthcare Financial Solutions, LLC, as administrative agent and as a lender, and the additional lenders party thereto (the “New
Credit Agreement”), which provides for senior secured credit facilities comprised of a term loan and a revolving credit facility
(including a letter of credit subfacility) in an aggregate principal amount equal to $55,700,000.
The New Credit Agreement contains customary
representations and warranties, events of default and covenants for a transaction of this type, including, among other things,
covenants that restrict the ability of the Company, Parent and their subsidiaries to incur certain additional indebtedness, create
or prevent certain liens on assets, engage in certain mergers or consolidations, engage in asset dispositions, declare or pay dividends
and make equity redemptions, make investments, loans, advances or guarantees, enter into transactions with affiliates, enter into
hedging transactions and enter into sale-leaseback transactions.
Note Purchase Agreement
On July 1, 2016, the Company entered into
a Note Purchase Agreement, by and among Merger Sub, and immediately after giving effect to the Merger, the Company, as borrower,
Parent, the other note parties thereto, and the purchasers party thereto (the “Note Purchase Agreement”), which provides
for subordinated notes to be issued in an aggregate principal amount equal to $18,000,000.
The Note Purchase Agreement contains customary
representations and warranties, events of default and covenants for a transaction of this type, including, among other things,
covenants that restrict the ability of the Company, Parent and their subsidiaries to incur certain additional indebtedness, create
or prevent certain liens on assets, engage in certain mergers or consolidations, engage in asset dispositions, declare or pay dividends
and make equity redemptions, make investments, loans, advances or guarantees, enter into transactions with affiliates, enter into
hedging transactions and enter into sale-leaseback transactions.
Item 1.02. Termination of a Material Definitive Agreement.
On July 1, 2016, the Company terminated
the Credit Agreement dated as of December 5, 2014, as amended, by and among the Company, Specialty Surgical Instrumentation, Inc.,
Olsen Medical, LLC, General Electric Capital Corporation and certain other financial institutions named therein (the “Credit
Agreement”). The Credit Agreement was terminated in connection with the consummation of the Merger (as defined below). The
Company did not have any outstanding payment obligations under the Credit Agreement as of the termination of the Credit Agreement.
The Company will not incur any material early termination penalties in connection with the termination of the Credit Agreement.