CONMED Corporation (NasdaqGS:CNMD) signed a securities purchase agreement to acquire Buffalo Filter LLC from Filtration Group Corporation for approximately $370 million on December 13, 2018. At the closing, CONMED shall deposit, or cause to be deposited with Wilmington Trust, N.A. an amount equal to $0.5 million, to be held in escrow in an account and disbursed by the escrow agent. The consideration is on a cash-free, debt-free basis. The adjustments to the purchase price include, among others, a working capital adjustment, an upward adjustment for certain cash held by Filtration Group at the closing, and a downward adjustment for the amount of indebtedness of the acquired companies, expenses related to the transaction and other related fees and expenses. CONMED intends to finance the purchase price using a combination of (i) the issuance of convertible notes or other securities in a private placement or a public offering and (ii) an incremental term loan under its existing senior secured credit agreement. CONMED intends to either (i) obtain an amendment to the existing credit agreement to permit the consummation of the acquisition or (ii) replace the credit facilities under the existing credit agreement with a new senior secured revolving credit facility in an aggregate principal amount of $525 million, a new senior secured term loan facility in an aggregate principal amount of $150 million and a private unregistered offering of $345 million aggregate principal amount of its 2.625% Convertible Notes due 2024. In the event neither the amendment nor the replacement facility can be obtained, JPMorgan Chase Bank, N.A. has committed to CONMED to provide a new senior unsecured bridge loan facility in an aggregate principal amount of up to $365 million if the foregoing financing measures cannot be completed prior to the consummation of the acquisition. On January 2, 2018 the second amendment was entered into by JPMorgan Chase Bank, N.A., as administrative agent and lender, each of Bank of America, N.A., Wells Fargo Bank, N.A., DNB Capital, LLC, MUFG Bank, Ltd., Citizens Bank, N.A. and HSBC Bank USA, N.A., acted as lenders, and DNB Bank ASA, acted as co-documentation agent, each of which is a party to the credit agreement. These parties have also agreed to provide a portion of the bridge financing for the Acquisition. The transaction is subject to customary closing conditions, including receipt of U.S. regulatory approval, among others, expiration (or early termination) of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. As of February 8, 2019, the transaction was granted early termination notice by FTC. The transaction is expected to close in the first quarter of 2019. The acquisition is expected to improve the profitability profile of CONMED by adding approximately 50 basis points to the organic constant currency revenue growth of CONMED. The impact on overall gross margins is expected to be neutral in 2019 and accretive thereafter. Based on the anticipated date of closing, CONMED expects the acquisition to be neutral to adjusted cash earnings per share in 2019 and between $0.10 and $0.15 per share accretive in 2020. Barclays Capital is acting as financial advisor and Melissa Sawyer, Lauren S. Boehmke, Arnaud Camu, Robert W. Downes, Benjamin S.D. Kent, Mehdi Ansari, Justin R. Orr, Ronald E. Creamer Jr., Dana E. Brodsky, Heather L. Coleman, Michael M. Wiseman, Precious E. Nwankwo, Matthew J. Brennan and Eric H. Queen of Sullivan & Cromwell LLP acted as legal advisors for CONMED Corporation . Goldman Sachs is acting as financial advisor and Brian F. Richards of Paul Hastings LLP is acting as legal counsel for Filtration Group. Simpson Thacher represented JPMorgan as administrative agent.