Item 2.01  Completion of Acquisition or Disposition of Assets
On January 20, 2022, Avanos Medical, Inc. (the "Company") completed the
transaction contemplated by the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of December 13, 2021, by and among the Company, Avent,
Inc., a wholly owned subsidiary of the Company ("Avent"), Orthogen Merger Sub,
Inc., a wholly owned subsidiary of Avent ("Merger Sub"), OrthogenRx, Inc.
("OrthogenRx"), and Shareholder Representative Services LLC, as representative
of OrthogenRx's equityholders. Pursuant to the Merger Agreement, OrthogenRx
merged with and into Merger Sub, with OrthogenRx surviving the merger as a
wholly owned subsidiary of Avent (the "Merger"). As a result of the Merger, the
Company acquired the OrthogenRx business, which is focused on the development
and commercialization of treatments for knee pain caused by osteoarthritis.
In accordance with the Merger Agreement, the total purchase price paid by the
Company in the Merger was $130.0 million in cash at closing, on a cash-free
debt-free basis and subject to adjustments based on the net working capital of
OrthogenRx at the closing, with up to an additional $30.0 million payable in
contingent cash consideration based on OrthogenRx's growth in net sales during
2022 and 2023. The purchase price was funded by available cash on hand and the
proceeds of borrowings, including from the incurrence of a new incremental
tranche of term loans, under the Company's existing senior secured credit
facility (see Item 2.03 below).
The foregoing description of the Merger Agreement and the Merger does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which is attached to this Current Report on Form
8-K as Exhibit 2.1 and is incorporated by reference herein.


Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On January 20, 2022, the Company incurred $125 million of incremental term loans
(the "Tranche A Term Loans") under that certain Incremental Agreement dated as
of December 22, 2021 (the "Incremental Agreement"), which supplemented the
Company's existing senior secured credit facility (as amended by that certain
First Amendment dated as of December 22, 2021 the "Existing Credit Agreement").
The proceeds of the Tranche A Term Loans were used to fund a portion of the
purchase price under the Merger Agreement and to pay fees and expenses relating
to the Merger.
The unpaid principal amount of the Tranche A Term Loans is due and payable by
the Company upon its maturity on October 30, 2023. The Company has the right to
voluntarily prepay the Tranche A Term Loans from time to time in accordance with
the Existing Credit Agreement. Interest on the Tranche A Term Loans is payable
in accordance with the Existing Credit Agreement at the rates payable with
respect to the Company's existing revolving credit facility, which bear
interest, at the Company's option, at either (i) adjusted term SOFR plus a
margin ranging between 1.50% to 2.25% per annum, depending on the Company's
consolidated total leverage ratio or (ii) the base rate plus a margin ranging
between 0.50% to 1.25% per annum, depending on the Company's consolidated total
leverage ratio. The Tranche A Term Loans, together with all other obligations
owing under the Existing Credit Agreement, are secured by substantially all the
assets of the Company and certain of its subsidiaries located in the United
States and a certain percentage of the capital stock of the Company's foreign
subsidiaries. The other terms and conditions of the Tranche A Term Loans are
governed by the Existing Credit Agreement, as supplemented by the Incremental
Agreement.
The foregoing description of the Tranche A Term Loans, the Incremental Agreement
and the Existing Credit Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Incremental
Agreement and the First Amendment to Amended and Restated Credit Agreement,
which are attached to this Current Report on Form 8-K as Exhibits 4.1 and 4.2
and are incorporated by reference herein.


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Item 9.01  Financial Statements and Exhibits
(d)  Exhibits
The following exhibits are filed with this Current Report on Form 8-K.
  Exhibit No.                                            Description
      2.1                Merger Agreement, dated December 13, 2021, by and

among Avanos Medical, Inc.,

Avent, Inc., Orthogen Merger Sub, Inc. and

OrthogenRx, Inc.


      4.1                Incremental Agreement, dated December 22, 2021, by

and among Avanos Medical,


                       Inc., the guarantors party thereto, the lenders

party thereto, Citibank N.A.,


                       as administrative agent, and J.P. Morgan Chase Bank

N.A. and MUFG Bank, LTD, as


                       joint lead arrangers
      4.2                First Amendment to Amended and Restated Credit

Agreement, dated as of

December 22, 2021, by and among Avanos Medical, Inc.

and Citibank N.A., as


                       administrative agent
      104              Cover Page Interactive Data File (embedded within the inline XBRL document)

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