DEBT

Amended and Restated Senior Credit Agreement

On March 31, 2017, the Company entered into an amendment (the "March 2017 Amendment") to its fourth amended and restated Senior Credit Facility with a syndicate of lending banks with Bank of America, N.A., as Administrative Agent. The March 2017 Amendment increased the aggregate principal amount from $1.5 billion to $2.2 billion available to the Company through the following facilities:


i.	a $500.0 million Term Loan A facility;


ii.	a $700.0 million Term Loan A-1, which was available in a single drawing on a delayed basis at the time of closing of the Codman Acquisition (see Note 4 - Acquisitions, Divestitures and Pro forma Results); and


iii.	a $1.0 billion revolving credit facility, which includes a $60.0 million sublimit for the issuance of standby letters of credit and a $60.0 million sublimit for swingline loans.

In connection with the March 2017 Amendment, the Company’s maximum consolidated total leverage ratio in the financial covenants was increased to the following:



Fiscal Quarter		Maximum Consolidated Total Leverage Ratio

December 31, 2016 through before the first fiscal quarter after the delayed draw date of Term Loan A-1		4.50 : 1.00
First fiscal quarter ended after the delayed draw date of Term Loan A-1 through September 30, 2018		5.50 : 1.00
October 1, 2018 through September 30, 2019		5.00 : 1.00
October 1, 2019 through September 30, 2020		4.50 : 1.00
October 1, 2020 and thereafter		4.00 : 1.00

There was no change in the maturity date, which remains at December 7, 2021.

Borrowings under the Senior Credit Facility bear interest, at the Company's option, at a rate equal to the following:


i.	the Eurodollar Rate (as defined in the amendment and restatement) in effect from time to time plus the applicable rate (ranging from 1.00% to 2.00%), or


ii.	the highest of:


1.	the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus 0.50%, or


2.	the prime lending rate of Bank of America, N.A., or


3.	the one-month Eurodollar Rate plus 1.00%.

The applicable rates are based on the Company’s consolidated total leverage ratio (defined as the ratio of (a) consolidated funded indebtedness less cash in excess of $40.0 million that is not subject to any restriction of the use or investment thereof to (b) consolidated EBITDA) at the time of the applicable borrowing.

The Company will also pay an annual commitment fee (ranging from 0.15% to 0.35%), based on the Company’s consolidated total leverage ratio, on the amount available for borrowing under the revolving credit facility.

The Senior Credit Facility is collateralized by substantially all of the assets of the Company’s U.S. subsidiaries, excluding intangible assets. The Senior Credit Facility is subject to various financial and negative covenants and at December 31, 2017 the Company was in compliance with all such covenants. The Company capitalized $19.1 million and $4.5 million of incremental financing costs in 2017 and 2016, respectively, in connection with the modifications of the Senior Credit Facility. The Company wrote-off previously capitalized financing cost of $0.5 million as interest expense in 2016 related to the modifications. No previously capitalized financing cost was written-off in 2017.

In October 2017, to facilitate the completion of the Codman Acquisition, the Company drew $700.0 million from the Term Loan A-1 component of the Senior Credit Facility. The Company capitalized $19.1 million of incremental financing costs related to the drawing of Term A-1 component.

At December 31, 2017 and 2016, there was $655.0 million and $165.0 million outstanding, respectively, under the revolving portion of the Senior Credit Facility at a weighted average interest rate of 3.7% and 2.2%, respectively. At December 31, 2017 and 2016 there was $500.0 million outstanding under the Term Loan A component of the Senior Credit Facility at a weighted average interest rate of 3.6% and 2.2%, respectively. At December 31, 2017, there was $700.0 million outstanding under the Term Loan A-1 component of the Senior Credit Facility at a weighted average interest rate of 3.6%.

The fair value of outstanding borrowings of the Senior Credit Facility's revolving credit facility, Term Loan A and Term Loan A-1 components at December 31, 2017 was approximately $661.0 million, $502.7 million and $703.7 million, respectively. These fair values were determined by using a discounted cash flow model based on current market interest rates available to the Company. These inputs are corroborated by observable market data for similar liabilities and therefore classified within Level 2 of the fair value hierarchy. Level 2 inputs represent inputs that are observable for the asset or liability, either directly or indirectly and are other than active market observable inputs that reflect unadjusted quoted prices for identical assets or liabilities.

Letters of credit outstanding as of December 31, 2017 and 2016 totaled $0.6 million and $0.5 million, respectively. There were no amounts drawn as of December 31, 2017.

Contractual repayments of the Term A and Term A-1 components of Senior Credit Facility are due as follows:



Year Ended December 31,	Principal Repayment
	(In thousands)
2018	$	60,000
2019	60,000
2020	90,000
2021	990,000

The outstanding balance of revolving credit component of the Senior Credit Facility is due on December 7, 2021.

2016 Convertible Senior Notes

On December 15, 2016, the Company extinguished its 2016 Convertible Notes by paying the remaining principal amount of $227.1 million and issued 2.9 million shares of common stock with fair a value of $122.0 million related to excess conversion value. No gain or loss on extinguishment was recognized as a result of the conversion. The Company also received 2.9 million shares of common stock from the exercise of call option with hedge participants with a fair value of $123.1 million at the date of the exercise. The shares of common stock received from exercise of the call option are held as treasury stock as of December 31, 2016 at a weighted average price of $41.78 for a total of $123.1 million.

The 2016 Convertible Notes were issued on June 15, 2011 with the aggregate principal of $230.0 million and maturity date of December 15, 2016. The 2016 Convertible Notes bore interest at a rate of 1.625% per annum payable semi-annually in arrears on December 15 and June 15 of each year. The 2016 Convertible Notes were senior, unsecured obligations and were convertible into cash and, if applicable, shares of its common stock based on a conversion rate defined within the note agreement.

In connection with the issuance of the 2016 Convertible Notes, the Company entered into call transactions and warrant transactions, primarily with the hedge participants. The initial strike price of the call transaction was approximately $28.72 per share, subject to customary anti-dilution adjustments. The initial strike price of the warrant transaction was approximately $35.03 per share, subject to customary anti-dilution adjustments. The strike price of the call transactions and warrant transactions has been adjusted similarly to the 2016 Convertible Notes as a result of the spin-off of the Company's spine business in July 2015 to $26.42 per share and $32.22 per share, respectively. The warrants expired on a series of expiration dates from March 2017 to August 2017. For the year ended December 31, 2017, the hedge participants exercised 8,707,202 warrants. As a result, the Company issued 2,839,743 shares of common stock for year ended December 31, 2017. The Company has no warrants outstanding as of December 31, 2017.

Convertible Note Interest

The interest expense components of the Company’s convertible notes are as follows:



	Years Ended December 31,
	2016		2015
	(In thousands)
2016 Convertible Notes:
Amortization of the discount on the liability component (1)	$	8,073	$	7,917
Cash interest related to the contractual interest coupon (2)	3,407		3,430
Total	$	11,480	$	11,347


(1)	The amortization of the discount on the liability component of the 2016 Convertible Notes is presented net of capitalized interest of $0.3 million and $0.6 million for the years ended December 31, 2016 and 2015, respectively.


(2)	The cash interest related to the contractual interest coupon on the 2016 Convertible Notes is presented net of capitalized interest of $0.1 million and $0.3 million for the years ended December 31, 2016 and 2015.