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GLEN ALLEN, VA - Owens & Minor Inc . (NYSE:OMI) has entered into a significant financial agreement, securing $1 billion in senior secured notes at a rate of 10.000% due in 2030, according to a recent 8-K filing with the Securities and Exchange Commission. The transaction, completed today, is part of the financing for the company’s forthcoming acquisition of Rotech Healthcare Holdings Inc.
The proceeds from the sale of these senior notes are currently held in escrow, awaiting the finalization of the acquisition. If the acquisition does not proceed by October 6, 2025, or if certain other conditions are not met, the funds will be used to redeem the notes at 100% of their initial issue price, plus accrued interest.
The notes, once released from escrow, will be backed by a first-priority lien on nearly all of Owens & Minor’s assets and those of the guarantors, except for certain excluded properties. This places them on equal footing with the company’s existing senior debt and above any future subordinated debt.
Additionally, the company has the option to redeem the notes in whole or in part before April 15, 2027, at a price that includes a "make-whole" premium. After this date, the redemption price will be set according to terms specified in the indenture. Owens & Minor also has the flexibility to redeem up to 40% of the notes with equity offering proceeds before April 15, 2027, at 110% of their principal amount, plus accrued interest.
The indenture includes covenants limiting Owens & Minor’s ability to engage in certain financial transactions, such as incurring additional debt, paying dividends, or selling assets, subject to specified exceptions. These covenants are designed to protect the interests of the note holders but will not apply should the notes achieve investment-grade ratings.
In the event of a change of control at Owens & Minor, the company is obliged to offer to repurchase the notes at 101% of their principal amount, plus accrued interest. This requirement ensures that the interests of the note holders are considered in significant corporate transactions.
This financing move is part of Owens & Minor’s strategic expansion through the acquisition of Rotech, a healthcare company that will broaden Owens & Minor’s service offerings in the medical supply industry. The details of this financial arrangement are based on the SEC filing and reflect Owens & Minor’s commitment to securing the necessary capital for its growth initiatives.
In other recent news, Owens & Minor Inc. reported a better-than-expected earnings per share (EPS) of $0.55 for the fourth quarter of 2024, surpassing the forecast of $0.54. However, the company’s revenue fell short of expectations, recording $2.69 billion against a projected $2.73 billion. Owens & Minor has also announced an upsized private offering of $1 billion in senior secured notes, aimed at financing the acquisition of Rotech Healthcare Holdings Inc. This follows an earlier announcement of a $600 million notes offering for the same acquisition, with proceeds placed in escrow pending the acquisition’s completion. Additionally, S&P Global Ratings revised its outlook for Owens & Minor to negative, citing higher-than-expected leverage due to the Rotech acquisition, although it affirmed the company’s existing ratings. The company’s leverage is anticipated to exceed 5x in 2025 but is expected to fall below the 4.5x downgrade threshold in 2026. Owens & Minor has also announced a $100 million share repurchase program, reflecting its confidence in the company’s strategic direction despite the financial challenges. These developments underscore the company’s strategic moves and financial adjustments in response to recent market conditions.
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