Item 8.01 Other Events.




As previously disclosed, on February 8, 2023, NuVasive, Inc. ("NuVasive")
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Globus Medical, Inc. ("Globus Medical") and Zebra Merger Sub, Inc. ("Merger
Sub"), a Delaware corporation and a wholly owned subsidiary of Globus Medical.
The Merger Agreement provides, among other things, that subject to the
satisfaction or waiver of the conditions set forth therein, Merger Sub will
merge with and into NuVasive (the "Merger"), with NuVasive surviving the Merger
as a wholly owned subsidiary of Globus Medical. On March 10, 2023, Globus
Medical filed a registration statement on Form S-4 (Registration No.
333-270482) with the U.S. Securities and Exchange Commission ("SEC"), which was
amended on March 24, 2023 (the "Registration Statement") and includes a joint
proxy statement/prospectus (the "Joint Proxy Statement/Prospectus"). On
March 28, 2023, each of NuVasive and Globus Medical filed the definitive version
of the Joint Proxy Statement/Prospectus with the SEC (the "Definitive Joint
Proxy Statement/Prospectus"), which constitutes the definitive joint proxy
statement for the special meetings of NuVasive and Globus Medical in connection
with the Merger and a prospectus for shares of Globus Class A common stock to be
issued by Globus Medical in connection with the Merger.

As of April 17, 2023, five complaints have been filed by purported NuVasive
stockholders against NuVasive and its directors in connection with the Merger.
The complaints are captioned O'Dell v. NuVasive, Inc., et al., No. 1:23-cv-02262
(S.D.N.Y., filed March 16, 2023), O'Conner v. NuVasive, Inc., et al. No.
1:23-cv-02855 (S.D.N.Y., filed April 5, 2023), Finger v. NuVasive, Inc. et al.,
No. 1:23-cv-00367 (D. Del., filed March 30, 2023), Jones v. NuVasive, Inc. et
al., No. 1:23-cv-00368 (D. Del., filed March 30, 2023) (together with the
previous three complaints, the "Federal Complaints") and Garfield v. Barry et
al., No. 2023CV30076 (Colo. Combined Ct., filed March 28, 2023) (the "Colorado
Complaint," and such complaints collectively, the "Complaints"). Each of the
Federal Complaints alleges that the defendants filed or caused to be filed a
materially incomplete and misleading preliminary Joint Proxy
Statement/Prospectus with the SEC. The Colorado Complaint asserts claims under
the Colorado Securities Act and Colorado common law and makes a number of
allegations, including that the Definitive Joint Proxy Statement/Prospectus
contained intentionally false and misleading statements.

NuVasive and Globus Medical believe that the claims asserted in the Complaints
are without any merit. The defendants deny that any further disclosure beyond
that already contained in the Registration Statement or the Definitive Joint
Proxy Statement/Prospectus is required under applicable law to supplement the
Registration Statement or the Definitive Joint Proxy Statement/Prospectus.
Nonetheless, to moot plaintiffs' unmeritorious claims, avoid the risk that
litigation may delay or otherwise adversely affect the consummation of the
Merger and to minimize the expense of defending against the Complaints, the
defendants are making the following supplemental disclosures to the Registration
Statement and Definitive Joint Proxy Statement/Prospectus. Nothing in this
Current Report on Form 8-K shall be deemed an admission of the legal necessity
or materiality under applicable laws of any of the supplemental disclosures set
forth herein.

Supplemental Disclosures

This supplemental information to the Registration Statement and Definitive Joint
Proxy Statement/Prospectus should be read in conjunction with the Definitive
Joint Proxy Statement/Prospectus, which should be read in its entirety. All page
references in the information below are to pages in the Joint Proxy
Statement/Prospectus in the Registration Statement and the Definitive Joint
Proxy Statement/Prospectus, and all terms used but not defined below shall have
the meanings set forth in the Registration Statement and Definitive Joint Proxy
Statement/Prospectus. To the extent the following information differs from or
conflicts with the information contained in the Registration Statement and
Definitive Joint Proxy Statement/Prospectus, the information set forth below
shall be deemed to supersede the respective information in the Registration
Statement and Definitive Joint Proxy Statement/Prospectus. New text within the
amended and supplemented language from the Registration Statement and Definitive
Joint Proxy Statement/Prospectus is indicated in bold and underlined text (e.g.,
bold, underlined text), and deleted text within the amended and supplemented
language from the Registration Statement and Definitive Joint Proxy
Statement/Prospectus is indicated in strikethrough text (e.g., strikethrough
text).

The disclosure under the heading "Summary" is hereby amended and supplemented by
adding the following after the last paragraph on page 17 of the Registration
Statement and Definitive Joint Proxy Statement/Prospectus:

                                       2

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Window Shop Period



The Merger Agreement provided for a Window Shop Period, which began from the
execution of the merger agreement and ended at 11:59 p.m. (New York time) on
March 10, 2023. During the Window Shop Period, NuVasive did not receive any
NuVasive Acquisition Proposals and Globus did not receive any Globus Acquisition
Proposals.

The disclosure under the heading "The Merger-Background of the Merger" is hereby
amended and supplemented by replacing the final paragraph on page 57 of the
Registration Statement and Definitive Joint Proxy Statement/Prospectus in its
entirety with the following:

On September 24, 2021, at the request of Mr. David C. Paul, Executive Chairman
of Globus, an in-person meeting was held to discuss the possibility of a
business combination between NuVasive and Globus. Present at that meeting were
Mr. Paul, Dave Demski, who was then the Chief Executive Officer of Globus,
Daniel Wolterman, Chairman of the NuVasive Board, and Christopher Barry, the
Chief Executive Officer of NuVasive. At this meeting, Messrs. Paul, Demski,
Wolterman and Barry discussed, among other things, the potential benefits and
risks of a merger between Globus and NuVasive as well as potential next steps.

The disclosure under the heading "The Merger-Background of the Merger" is hereby
amended and supplemented by replacing the second full paragraph on page 60 of
the Registration Statement and Definitive Joint Proxy Statement/Prospectus in
its entirety with the following:

On November 28, 2022, at the request of Mr. Paul to resume discussions regarding
the proposed merger, Messrs. Wolterman and Barry met in person with Messrs. Paul
and Scavilla. At that meeting, the parties discussed the merits of a merger
between NuVasive and Globus, including potential synergies that could be
achieved from the merger. Messrs. Wolterman and Barry also indicated to Messrs.
Paul and Scavilla that the exchange ratio proposed in the November 15 Letter
undervalued NuVasive and was thus not acceptable to NuVasive.

The disclosure under the heading "The Merger-Opinion of Globus's Financial Advisor" is hereby amended and supplemented by replacing the second full paragraph on page 80 of the Registration Statement and Definitive Joint Proxy Statement/Prospectus in its entirety with the following:



Goldman Sachs derived ranges of illustrative enterprise values for NuVasive by
adding the ranges of present values it derived above. Goldman Sachs then
subtracted from the range of illustrative enterprise values it derived for
NuVasive the amount of NuVasive's net debt (including the net present value
("NPV") of certain contingent liabilities relating to certain historical
acquisitions, including the acquisition of Simplify Medical Pty Limited by
NuVasive (collectively, the "NuVasive Contingent Liabilities")) of $650 million
as of December 31, 2022, as calculated using information provided by the
management of NuVasive and approved for Goldman Sachs' use by the management of
Globus, to derive a range of illustrative equity values for NuVasive. Goldman
Sachs then divided the range of illustrative equity values it derived by the
number of fully diluted outstanding shares of NuVasive Common Stock as of
February 6, 2023 of 54.2 million, as provided by the management of NuVasive and
approved for Goldman Sachs' use by the management of Globus, calculated using
the treasury stock method, to derive a range of illustrative present values per
share of NuVasive Common Stock ranging from $39.61 to $48.76.

The disclosure under the heading "The Merger-Opinion of Globus's Financial Advisor" is hereby amended and supplemented by replacing the first full paragraph on page 81 of the Registration Statement and Definitive Joint Proxy Statement/Prospectus in its entirety with the following:



Goldman Sachs then subtracted the amount of NuVasive's net debt (including the
NPV of the NuVasive Contingent Liabilities) of $648 million, $495 million and
$311 million, for each of the fiscal years 2023 through, 2024 and 2025,
respectively, each as provided by the management of

                                       3

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Globus and approved for Goldman Sachs' use by the management of Globus, from the
respective implied enterprise values in order to derive a range of illustrative
equity values as of December 31 for NuVasive for each of the fiscal years 2023
through 2025. Goldman Sachs then divided these implied equity values by the
projected year-end number of fully diluted outstanding shares of NuVasive Common
Stock for each of the fiscal years 2023 through, 2024 and 2025 of 53.6 million,
54.5 million and 55.5 million, respectively, calculated using information
provided by the management of NuVasive and approved for Goldman Sachs' use by
the management of Globus, to derive a range of implied future values per share
of NuVasive Common Stock. Goldman Sachs then discounted these implied future
equity values per share of NuVasive Common Stock to December 31, 2022, using an
illustrative discount rate of 9.2%, reflecting an estimate of NuVasive's cost of
equity. Goldman Sachs derived such discount rate by application of the CAPM,
which requires certain company-specific inputs, including a beta for NuVasive,
as well as certain financial metrics for the United States financial markets
generally. This analysis resulted in a range of implied present values of $42.32
to $49.49 per share of NuVasive Common Stock.

The disclosure under the heading "The Merger-Opinion of Globus's Financial
Advisor" is hereby amended and supplemented by replacing the table on page 81 of
the Registration Statement and Definitive Joint Proxy Statement/Prospectus in
its entirety as follows:

                                        Selected Transactions
                                                                                     Transaction    EV /LTM
                                                                                        Value       Adjusted
Announcement Date             Acquiror                         Target               (in millions)    EBITDA
  October 2022          Orthofix Medical Inc.       SeaSpine Holdings Corporation       $239           NA

    May 2019                 3M Company                     Acelity, Inc.              $6,725        15.0x

  November 2018     Boston Scientific Corporation              BTG plc                 $3,936        15.5x

  November 2018          Colfax Corporation               DJO Global, Inc.             $3,150        11.7x

 September 2018             Medtronic plc                Mazor Robotics Ltd.           $1,640          NA

   August 2018           Stryker Corporation          K2M Group Holdings, Inc.         $1,289          NA

  October 2017            TPG Capital, L.P.                Exactech, Inc.               $738         16.9x

June 2016 Zimmer Biomet Holdings, Inc. LDR Holding Corporation $1,031 NA



 September 2015      Dentsply International Inc.     Sirona Dental Systems, Inc.       $5,251        16.1x

  February 2015           Cyberonics, Inc.                  Sorin S.p.A.               $1,603        11.7x

  October 2014           Steris Corporation              Synergy Health plc            $1,900        13.0x

  October 2014       Wright Medical Group, Inc.             Tornier N.V.               $3,300          NA

   April 2014           Zimmer Holdings, Inc.               Biomet, Inc.               $13,350       12.1x

  February 2014          Smith & Nephew plc            ArthroCare

Corporation          $1,534        16.9x





                                       4

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The disclosure under the heading "The Merger-Opinion of Globus's Financial Advisor" is hereby amended and supplemented by replacing the last paragraph beginning on page 82 and continuing onto page 83 of the Registration Statement and Definitive Joint Proxy Statement/Prospectus in its entirety with the following:



Goldman Sachs derived ranges of illustrative enterprise values for Globus on a
standalone basis by adding the ranges of present values it derived above.
Goldman Sachs then subtracted from the range of illustrative enterprise values
it derived for Globus on a standalone basis the amount of Globus's net debt
(including the NPV of certain contingent liabilities relating to the acquisition
of Excelsius Surgical and other transactions by Globus (collectively, the
"Globus Contingent Liabilities")) on a standalone basis, of $(942) million as of
December 31, 2022, as provided by and approved for Goldman Sachs' use by the
management of Globus, to derive a range of illustrative equity values for
Globus. Goldman Sachs then divided the range of illustrative equity values it
derived by the corresponding number of fully diluted outstanding shares of
Globus Common Stock as of February 6, 2023, the range of which was 103.4 million
to 104.3 million, as provided by and approved for Goldman Sachs' use by the
management of Globus, calculated using the treasury stock method, to derive a
range of illustrative present values per share of Globus Class A Common Stock
ranging from $73.27 to $84.74.

The disclosure under the heading "The Merger-Opinion of Globus's Financial Advisor" is hereby amended and supplemented by replacing the second full paragraph on page 83 of the Registration Statement and Definitive Joint Proxy Statement/Prospectus in its entirety with the following:



Goldman Sachs then subtracted the amount of Globus's net debt (including the NPV
of the Globus Contingent Liabilities) on a standalone basis of $(1,059) million,
$(1,188) million and $(1,287) million, for each of the fiscal years 2023
through, 2024 and 2025, respectively, each as provided by and approved for
Goldman Sachs' use by the management of Globus, from the respective implied
enterprise values in order to derive a range of illustrative equity values as of
December 31 for Globus for each of the fiscal years 2023 through 2025. Goldman
Sachs then divided these implied equity values by the projected year-end number
of fully diluted outstanding shares of Globus Common Stock for each of the
fiscal years 2023 through, 2024 and 2025, the ranges of which were 103.6 million
to 104.2 million, 104.2 million to 104.8 million and 104.6 million to
105.2 million, respectively, calculated using information provided by and
approved for Goldman Sachs' use by the management of Globus, to derive a range
of implied future values per share of Globus Class A Common Stock. Goldman Sachs
then discounted these implied future equity values per share of Globus Class A
Common Stock to December 31, 2022, using an illustrative discount rate of 9.8%,
reflecting an estimate of Globus's cost of equity. Goldman Sachs derived such
discount rate by application of the CAPM, which requires certain
company-specific inputs, including a beta for Globus, as well as certain
financial metrics for the United States financial markets generally. This
analysis resulted in a range of implied present values of $67.60 to $76.35 per
share of Globus Class A Common Stock.

The disclosure under the heading "The Merger-Opinion of Globus's Financial Advisor" is hereby amended and supplemented by replacing the first full paragraph on page 84 of the Registration Statement and Definitive Joint Proxy Statement/Prospectus in its entirety with the following:



Goldman Sachs derived ranges of illustrative enterprise values for Globus pro
forma for the Merger by adding the ranges of present values it derived above.
Goldman Sachs then subtracted from the range of illustrative pro forma
enterprise values it derived for Globus, the pro forma net debt (including the
NPV of the NuVasive Contingent Liabilities, the NPV of the Globus Contingent
Liabilities and estimate transaction fees with respect to the Merger) of Globus
of $(267) million as of December 31, 2022, as provided by and approved for
Goldman Sachs' use

                                       5

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by the management of Globus, to derive a range of illustrative equity values for
Globus on a pro forma basis. Goldman Sachs then divided the range of
illustrative equity values it derived by the corresponding pro forma number of
fully diluted outstanding shares of Globus Common Stock as of February 6, 2023,
the range of which was 144.4 million to 145.5 million, as provided by and
approved for Goldman Sachs' use by the management of Globus, calculated using
the treasury stock method, to derive a range of illustrative present values per
share of Globus Class A Common Stock ranging from $77.66 to $93.53.

The disclosure under the heading "The Merger-Opinion of Globus's Financial Advisor" is hereby amended and supplemented by replacing the third full paragraph on page 84 of the Registration Statement and Definitive Joint Proxy Statement/Prospectus in its entirety with the following:



Goldman Sachs then subtracted the amount of Globus's pro forma net debt
(including the NPV of the NuVasive Contingent Liabilities, the NPV of the Globus
Contingent Liabilities and estimate transaction fees with respect to the Merger)
of $(415) million, $(795) million and $(1,226) million, for each of the fiscal
years 2023 through, 2024 and 2025, respectively, each as provided by and
approved for Goldman Sachs' use by the management of Globus, from the respective
implied enterprise values in order to derive a range of illustrative equity
values as of December 31 for Globus on a pro forma basis for each of the fiscal
years 2023 through 2025. Goldman Sachs then divided these implied equity values
by the projected year-end number of fully diluted outstanding shares of Globus
Common Stock on a pro forma basis for each of fiscal years 2023 through, 2024
and 2025, the ranges of which were 144.8 million to 146.3 million, 146.6 million
to 147.8 million and 147.8 million to 148.9 million, respectively, calculated
using information provided by and approved for Goldman Sachs' use by the
management of Globus, to derive a range of implied future values per share of
Globus Class A Common Stock on a pro forma basis. Goldman Sachs then discounted
these implied future equity values per share of Globus Class A Common Stock to
December 31, 2022, using an illustrative discount rate of 9.7%, reflecting an
estimate of Globus's pro forma cost of equity. Goldman Sachs derived such
discount rate by application of the CAPM, which requires certain
company-specific inputs, including a beta for Globus and NuVasive, as well as
certain financial metrics for the United States financial markets generally.
This analysis resulted in a range of implied present values of $69.62 to $85.58
per share of Globus Class A Common Stock pro forma for the Merger.

The disclosure under the heading "The Merger-Opinion of NuVasive's Financial
Advisor-Opinion of BofA Securities Inc." is hereby amended and supplemented by
replacing the final paragraph that begins on page 89 of the Registration
Statement and Definitive Joint Proxy Statement/Prospectus in its entirety with
the following:

Discounted Cash Flow Analysis. BofA Securities performed a discounted cash flow
analysis of NuVasive to calculate the estimated present value of the standalone
unlevered, after-tax free cash flows that NuVasive was forecasted to generate
during NuVasive's fiscal years 2023 through 2027 based on the Revised NuVasive
Standalone Projections. BofA Securities calculated terminal values for NuVasive
by applying last-twelve-month EBITDA terminal multiples of 9.5x to 11.5x to
NuVasive's fiscal year 2027 estimated adjusted EBITDA, which implied a
perpetuity growth rate ranging between 5.2% and 6.4%. The cash flows and
terminal values were then discounted to present value as of December 31, 2022,
assuming a mid-period convention for cash flows, using discount rates ranging
from 9.0% to 11.0% based on NuVasive's weighted average cost of capital. From
the resulting enterprise values, BofA Securities deducted net debt as of the end
of the fourth quarter of fiscal year 2022 (treating the amount of the 2023
Convertible Notes, defined below in the section entitled "-Call Spread
Transactions," and the amount of NuVasive's convertible senior notes due 2025,
as debt) to derive equity values. This analysis indicated the following
approximate implied per share equity value reference ranges for NuVasive as
compared to the per share price of NuVasive Common Stock implied by the Exchange
Ratio, based on the closing price of Globus Class A Common Stock on February 7,
2023:

                                       6


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The disclosure under the heading "The Merger-Opinion of NuVasive's Financial
Advisor-Opinion of BofA Securities Inc." is hereby amended and supplemented by
replacing the third bullet point on page 90 of the Registration Statement and
Definitive Joint Proxy Statement/Prospectus in its entirety with the following:

     •    the following publicly available equity research analyst price targets
          for NuVasive Common Stock available as of February 7, 2023, which had a
          price target range (when discounted one year by a 10.5% cost of equity)
          of $34.50 to $57.00 per share:



                          Price Target
                           (prior to
                             1-year
Broker                     discount)
Citi                         $63.00
RBC Capital Markets          $52.00
Barclays                     $52.00
Truist Securities            $51.00
Piper Sandler Companies      $50.00
Cowen & Company              $50.00
Stifel Nicolaus              $50.00
Wells Fargo Securities       $47.00
Canaccord Genuity            $46.00
Morgan Stanley               $44.00
Loop Capital Markets         $42.00
Jefferies                    $40.00
JP Morgan                    $38.00


The disclosure under the heading "The Merger-Opinion of NuVasive's Financial
Advisor-Opinion of BofA Securities Inc." is hereby amended and supplemented by
replacing the first paragraph on page 92 of the Registration Statement and
Definitive Joint Proxy Statement/Prospectus in its entirety with the following:

Discounted Cash Flow Analysis. BofA Securities performed a discounted cash flow
analysis of Globus to calculate the estimated present value of the standalone
unlevered, after-tax free cash flows that Globus was forecasted to generate
during Globus's fiscal years 2023 through 2027 based on the Globus Standalone
Projections. BofA Securities calculated terminal values for Globus by applying
terminal multiples of 18.0x to 22.0x to Globus's fiscal year 2027 estimated
adjusted EBITDA, which implied a perpetuity growth rate ranging between 6.0% and
7.4%. The cash flows and terminal values were then discounted to present value
as of December 31, 2022, assuming a mid-period convention for cash flows, using
discount rates ranging from 8.5% to 10.5%, based on Globus's weighted average
cost of capital. From To the resulting enterprise values, BofA Securities
deducted net debt added net cash of $942 million as of the end of the fourth
quarter of fiscal year 2022, based on the Globus Standalone Projections, to
derive equity values. This analysis indicated the following approximate implied
per share equity value reference ranges for Globus as compared to the closing
price of Globus Class A Common Stock on February 7, 2023:

The disclosure under the heading "The Merger-Opinion of NuVasive's Financial
Advisor-Opinion of BofA Securities Inc." is hereby amended and supplemented by
replacing the second bullet point on page 92 of the Registration Statement and
Definitive Joint Proxy Statement/Prospectus in its entirety with the following:

     •    the following publicly available equity research analyst price targets
          for Globus Class A Common Stock available as of February 7, 2023, which
          had a price target range (when discounted one year by a 9.5% cost of
          equity) of $59.25 to $82.25 per share:



                       Price Target
                        (prior to
                          1-year
Broker                  discount)
Loop Capital Markets      $90.00
Truist Securities         $85.00
RBC Capital Markets       $85.00
Needham                   $84.00



                                       7


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Wells Fargo Securities    $82.00
Morgan Stanley            $78.00
Piper Sandler Companies   $75.00
Jefferies                 $75.00
Canaccord Genuity         $75.00
Barclays                  $70.00
BTIG                      $71.00
Oppenheimer               $66.00
Stifel Nicolaus           $65.00


The disclosure under the heading "The Merger-Opinion of NuVasive's Financial
Advisor-Opinion of BofA Securities Inc." is hereby amended and supplemented by
replacing the second paragraph on page 93 of the Registration Statement and
Definitive Joint Proxy Statement/Prospectus in its entirety with the following:

For the NuVasive Common Stock on a stand-alone basis, BofA Securities used the
implied reference range indicated in its discounted cash flow analysis described
above under "-Summary of NuVasive Financial Analyses-Discounted Cash Flow
Analysis." BofA Securities then performed the same analysis by calculating the
range of implied per share equity values allocable to holders of NuVasive Common
Stock on a pro forma basis, giving effect to the Merger, by assuming
approximately 28.1% pro forma ownership, based on the number of Globus Class A
Common Stock estimated to be issued to holders of NuVasive Common Stock in the
Merger, utilizing the results of the standalone discounted cash flow analyses
for NuVasive and Globus described above under " -Summary of Material NuVasive
Financial Analyses-Discounted Cash Flow Analysis" and "-Summary of Material
Globus Financial Analyses-Discounted Cash Flow Analysis," and taking into
account the net present value of the Assumed Synergies and Dis-synergies and the
decreased cash from the Merger to the Combined Company of $75 million based on
NuVasive management's estimates of transaction expenses. BofA Securities
calculated the approximate net present value of Assumed Synergies and
Dis-synergies to the Combined Company as of December 31, 2022 using a discount
rate range of 9.0% to 11.0%. Per NuVasive management guidance, the analysis
assumed a terminal value for the Assumed Synergies and Dis-synergies beyond 2027
assuming a range of perpetuity growth rates of 2.0% to 3.0%.

The disclosure under the heading "The Merger-Certain NuVasive Unaudited Prospective Financial Information" is hereby amended and supplemented by replacing the first sentence of the first full paragraph on page 103 of the Registration Statement and Definitive Joint Proxy Statement/Prospectus in its entirety with the following:



As described in the section titled "-Certain Globus Unaudited Prospective
Financial Information," Globus management prepared and provided to NuVasive and
BofA Securities certain unaudited prospective financial information of Globus on
a standalone basis for fiscal years 2023 through 2027, which financial
information was defined previously as the "Globus Standalone Projections",
except that the calculation of Globus's Unlevered Free Cash Flow described in
the section titled "-Certain Globus Unaudited Prospective Financial Information"
differs from NuVasive's calculation of Globus's Unlevered Free Cash Flow (which
was provided to BofA Securities and used for purposes of its analyses) (such
calculations, the "NuVasive UFCF Calculations").

The disclosure under the heading "The Merger-Certain NuVasive Unaudited
Prospective Financial Information" is hereby amended and supplemented by
replacing the first sentence of the second full paragraph on page 103 of the
Registration Statement and Definitive Joint Proxy Statement/Prospectus in its
entirety with the following:

The NuVasive Combined Company Projections and the NuVasive UFCF Calculations . . .

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