Nevro Corp. announced that on November 30, 2023 (Closing Date), the company, as borrower, and its wholly-owned subsidiary, Nevro Medical CR, LLC, as guarantor, entered into that certain Credit Agreement and Guaranty, by and among the Obligors, funds managed by Braidwell LP, as a lender, and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, the Agent). The Credit Agreement provides for a term loan facility in the amount of $200.0 million, which was funded in its entirety on the Closing Date.

Loans borrowed pursuant to the Credit Agreement bear interest at a rate per annum equal to Term SOFR (as defined in the Credit Agreement and with a floor of 3.50%) plus 5.25%. At the option of the Company, a portion of the interest payable on the Loans equal to on or prior to the first anniversary of the Closing Date, 5.25%, following the first anniversary of the Closing Date and on or prior to the third anniversary of the Closing Date, 2.50% and following the third anniversary of the Closing Date, 1.50%, may be paid in-kind rather than in cash. The Loans do not amortize, and have a maturity date of November 30, 2029.

The Company is obligated to pay certain agency fees in connection with the Credit Agreement. The Company may prepay or repay all or a portion of the outstanding principal and accrued unpaid interest under the Loan Agreement at any time upon prior notice to the Lender subject to an early prepayment fee on the portion of principal prepaid or repaid equal to, for any prepayment or repayment on or prior to the first anniversary of the Closing Date, 4.0%, after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date, 3.0%, after the second anniversary of the Closing Date and on or prior to the third anniversary of the Closing Date, 2.0%, after the third anniversary of the Closing Date and on or prior to the fourth anniversary of the Closing Date, 1.0% and after the fourth anniversary of the Closing Date, 0.0% and an exit fee equal to 3.00% of the principal amount of any prepayment or repayment of the Loans. The Credit Agreement contains customary mandatory prepayment provisions.

Once repaid or prepaid, the Loans may not be reborrowed. The Credit Agreement includes representations and warranties and covenants, including affirmative covenants and negative covenants that restrict the Obligors? and their subsidiaries?

ability to, among other things, incur indebtedness, grant liens, merge or consolidate, make investments, dispose of assets, make acquisitions, pay dividends or make distributions, repurchase stock and enter into certain transactions with affiliates, in each case subject to certain exceptions. The Credit Agreement also has a financial covenant requiring the Borrower and its subsidiaries to maintain, as of the last day of each fiscal quarter ending after the Closing Date, at least $300.0 million in trailing twelve month revenue; provided that a failure of the Borrower and its subsidiaries to maintain such minimum revenue shall not be an event of default under the Credit Agreement unless such failure continues for three consecutive fiscal quarters, so long as the Borrower and its subsidiaries maintain at least $75.0 million of liquidity at all times starting from the first day after the first fiscal quarter in which the foregoing financial covenant is not met and ending on the date the Company delivers a certificate to the Agent evidencing compliance with the foregoing financial covenant. The Credit Agreement also contains customary events of default, including among other things, the Company?s failure to make any principal or interest payments when due, the occurrence of certain bankruptcy or insolvency events, or the Company?s breach of the covenants under the Credit Agreement.

Upon the occurrence of an event of default, the Lenders may, among other things, accelerate the Company?s obligations under the Credit Agreement. As security for their obligations under the Credit Agreement, the Obligors granted the Agent (for the benefit of the secured parties) a continuing security interest in substantially all of their assets (including intellectual property), subject to certain customary exceptions. Proceeds from the Loans will be used to fund all or a portion of the consideration to be paid in respect of the Vyrsa Acquisition, to repurchase all or a portion of the Company?s existing 2.75% convertible senior notes, due April 1, 2025, for working capital and general corporate purposes, and for the payment of fees and expenses associated with the Credit Agreement, the Vyrsa Acquisition and the repurchase of the 2025 convertible senior notes.