8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 21, 2024
Date of Report (date of earliest event reported)

Establishment Labs Holdings Inc.

(Exact name of registrant as specified in its charter)

British Virgin Islands		001-38593	98-1436377
(State or other jurisdiction of <br>incorporation or organization)		(Commission File No.)	(I.R.S. Employer <br>Identification Number)
Buiding B15 and 25<br><br>Coyol Free Zone<br><br>Alajuela<br><br>Costa Rica
(Address of principal executive offices) (Zip Code)
	+506 2434 2400
	(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Shares, No Par Value	ESTA	The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On February 21, 2024, Establishment Labs Holdings Inc. (the “Company”) entered into a Second Amendment to Credit Agreement and Guaranty with Oaktree Fund Administration, LLC, as administrative agent, and the other parties thereto (the “Amendment”), which amends the terms of that certain Credit Agreement and Guaranty, dated as of April 26, 2022 (as amended, the “Agreement”). Capitalized terms used in this report and not otherwise defined have the definitions ascribed to them in the Agreement.

The Amendment extends the Commitment Termination Date (i) with respect to the commitments applicable to the Tranche C Term Loans, from March 31, 2024 to December 31, 2024, and (ii) with respect to the commitments applicable to the Tranche D Term Loans, from December 31, 2024 to June 30, 2025. Furthermore, the Amendment increases the interest rate applicable to Tranche C Term Loans and Tranche D Term Loans from 9.0% per annum to 10.0% per annum. The Yield Protection Premium applicable to the Tranche C Term Loans and Tranche D Term Loans is also modified to provide for a make whole plus 4% for any prepayments of the Tranche C Term Loans and Tranche D Term Loans during the one year period after their advance, and otherwise the existing prepayment premium schedule is preserved. Finally, the milestones triggering the availability of the Tranche C Term Loans and Tranche D Term Loans are modified by the Amendment to (i) provide for availability of the Tranche C Term Loans upon FDA approval of Motiva Implants for augmentation use in the U.S. and remove the alternative to trigger availability of Tranche C Term Loans upon achieving trailing twelve month gross sales of $185 million, and (ii) provide for availability of the Tranche D Term Loans upon achieving trailing twelve month gross sales of $195 million (reduced from $225 million). The funding of the Tranche C Term Loans will now be a condition to the funding of the Tranche D Term Loans. The terms of the Tranche A Term Loans and Tranche B Term Loans were not modified by the Amendment.

The foregoing description of the Amendment is not intended to be complete and is qualified in its entirety by reference to the Amendment attached as Exhibit 10.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Second Amendment to Credit Agreement and Guaranty, dated as of February 21, 2024, by and among Establishment Labs Holdings Inc., its subsidiaries party thereto as guarantors, the lenders from time to time party thereto, and Oaktree Fund Administration, LLC, as administrative agent for the lenders.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

			ESTABLISHMENT LABS HOLDINGS INC.
Dated:	February 22, 2024	By:	/s/ Rajbir S. Denhoy
		Name:	Rajbir S. Denhoy
		Title:	Chief Financial Officer

Document

EXECUTION VERSION

CONFIDENTIAL

SECOND AMENDMENT TO CREDIT AGREEMENT AND GUARANTY

This Second Amendment to the Credit Agreement and Guaranty (this “Amendment”) is made as of February 21, 2024, by and among ESTABLISHMENT LABS HOLDINGS INC., a BVI business company limited by shares incorporated under the BVI Business Companies Act, 2004 (as amended) with company number 1794254 and with its registered office address at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands (the “Borrower”), each Lender party hereto and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”).

WHEREAS, the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent previously entered into that certain Credit Agreement and Guaranty, dated as of April 26, 2022 (as amended, amended and restated, restated, supplemented, modified or otherwise in effect from time to time prior to the date hereof, including as amended by that certain First Amendment to Credit Agreement and Guaranty, dated January 12, 2023, the “Existing Credit Agreement”, and as further amended by this Amendment, the “Credit Agreement”); and

WHEREAS, the Borrower and the Lenders have agreed to amend the Existing Credit Agreement as set forth in this Amendment.

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, each of the Borrower, the Lenders and the Administrative Agent party hereto hereby covenants and agrees as follows:

1.    Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

2.    Amendments. The Existing Credit Agreement is hereby amended by: (a) deleting the stricken text (indicated textually in the same manner as the following example: stricken text) and adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as reflected in the modifications identified in the document attached as Annex A to this Amendment and (b) replacing Schedule 1 with Annex B to this Amendment.

3.    Reaffirmation of Financing Documents. Except as otherwise expressly provided herein, the parties hereto agree that all terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The Borrower hereby acknowledges, confirms and agrees that the Collateral shall continue to secure all applicable Obligations of such Obligor at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents, as such Obligations may have been amended pursuant to this Amendment.

4.    Conditions Precedent to Effectiveness. This Amendment shall not be effective unless and until each of the following conditions precedent has been fulfilled to the satisfaction of or waived by the Administrative Agent (the date of such fulfillment or waiver, the “Amendment Effective Date”):

(a)    This Amendment shall have been duly executed and delivered to the Administrative Agent by the Borrower, the Lenders and the Administrative Agent;

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(b)    As determined in the Administrative Agent’s reasonable discretion, there has not been any Material Adverse Change;

(c)    The representations and warranties in Section 6 of this Amendment, Section 7 of the Credit Agreement and elsewhere in the Loan Documents shall be true, correct and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof, and provided further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date;

(d)    No Default shall have occurred and be continuing;

(e)    The Administrative Agent shall have received such other documents, instruments and agreements as are reasonably requested by the Administrative Agent; and

(f)    The Borrower shall have paid all costs, fees and expenses of the Administrative Agent and Lenders (including, without limitation, the fees and expenses of Sullivan & Cromwell LLP, Cuatrecasas, Gonçalves Pereira, S.L.P., Chiomenti Studio Legale and Walkers (BVI) as outside counsel to the Administrative Agent and the Lenders, and Shearman & Sterling LLP as outside counsel to Al-Rayyan Holding LLC) incurred through the date of this Amendment, to the extent invoiced (or as to which a good faith estimate has been provided to the Borrower) at least two (2) Business Days prior to the date of this Amendment.

5.    Post-Closing Covenant. On or before thirty (30) days from the date hereof (or such later date as the Administrative Agent may agree in its sole discretion), all Subsidiaries of the Borrower formed under the Laws of France and Italy shall satisfy the requirements of Section 8.11 of the Credit Agreement applicable to Material Subsidiaries, which shall include executing and delivering to the Administrative Agent share pledge agreements with respect to the Equity Interests of such Material Subsidiary and any other required Security Documents in form and substance reasonably satisfactory to the Administrative Agent, and preparing, executing and delivering proof of corporate action, incumbency of officers, customary opinions of counsel to the Borrower and its Subsidiaries consistent with the opinions delivered by other non-U.S. counsel on the Closing Date, and other applicable documents as is consistent with those delivered by the other Obligors, including, with respect to the French Material Subsidiary, the requirements set forth on Schedule 8.11(a) (Requirements with respect to the French Material Subsidiary) to the Credit Agreement.

6.    Representations and Warranties. The Borrower hereby represents and warrants:

(a)    The execution, delivery and performance by such Obligor of this Amendment and the documents, instruments and agreements executed in connection herewith (collectively, the “Amendment Documents”), such Obligor’s consummation of the transactions contemplated by the Amendment Documents and performance under the Amendment Documents do not and will not (i) conflict with any of its organizational, constitutional or constituent documents; (ii) contravene, conflict with, constitute a default under or violate any Law except as would not reasonably be expected to have a Material Adverse Change; (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which it or any of its property or assets may be bound or affected except as would not reasonably be expected to have a

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Material Adverse Change; (iv) require any action by, filing, registration, or qualification with, or permit from, any Governmental Authority (except such permits which have already been obtained and are in full force and effect, or the filing of any UCC financing statement) except where the failure to do so would not reasonably be expected to have a Material Adverse Change; or (v) constitute a default under or conflict with any Material Agreement.

(b)    This Amendment and the other Amendment Documents have been duly authorized, executed and delivered by such Obligor and constitute legal, valid and binding agreements of such Obligor, enforceable in accordance with their terms (subject, as to enforcement, to (x) the effect of applicable bankruptcy, insolvency, examinership or similar laws affecting the enforcement or creditors’ rights and (y) general principles of equity).

(c)    The execution, delivery and performance by such Obligor of the Amendment and the other Amendment Documents executed or to be executed by it is in each case within such Obligor’s powers.

7.    Waiver of Claims. The Borrower hereby acknowledges and agrees that it has no offsets, defenses, claims or counterclaims against the Administrative Agent or the Lenders or any of the Administrative Agent’s or the Lenders’ affiliates, or any of their respective officers, directors, employees, attorneys, representatives, agents, predecessors, parents, subsidiaries, shareholders, affiliates, successors and assigns (collectively, the “Lender Parties”) with respect to the Obligations and that if such Obligor now has, or ever did have, any offsets, defenses, claims or counterclaims against the Lender Parties, or any one of them, with respect thereto whether known or unknown, at law or in equity, from the beginning of the world through this date and through the time of execution of this Amendment, all of them are hereby expressly WAIVED, and the Borrower hereby RELEASES the Lender Parties from any liability therefor.

8.    Miscellaneous.

(a)    Except as otherwise expressly provided herein, all provisions of the Credit Agreement and the other Loan Documents remain in full force and effect. This Amendment shall constitute a Loan Document.

(b)    This Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. An executed facsimile or electronic copy of this Amendment shall be effective for all purposes as an original hereof.

(c)    This Amendment expresses the entire understanding of the parties with respect to the amendments contemplated hereby. No prior negotiations or discussions shall limit, modify or otherwise affect the provisions hereof.

(d)    Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.

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(e)    The Borrower represents and warrants that such Obligor has consulted with independent legal counsel of its selection in connection with this Amendment and is not relying on any representations or warranties of the Administrative Agent.

(f)    This Amendment and all rights and obligations hereunder, including matters of construction, validity and performance, shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply.

[Signature pages follow.]

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4884-4027-6132 v.5

IN WITNESS WHEREOF, the parties have hereunto caused this Amendment to be executed as of the date first above written.

BORROWER:

ESTABLISHMENT LABS HOLDINGS INC.,

a BVI business company incorporated under the laws of the British Virgin Islands

By: /s/ Juan José Chaćon Quirós     Name: Juan José Chaćon Quirós Title: Chief Executive Officer

[Signature Page to Second Amendment to Credit Agreement and Guaranty]

ADMINISTRATIVE AGENT:

OAKTREE FUND ADMINISTRATION, LLC

By: Oaktree Capital Management, L.P. Its: Managing Member

By: /s/ Matthew Stewart     Name: Matthew Stewart Title: Managing Director

By: /s/ Mary Gallegly     Name: Mary Gallegly Title: Managing Director

[Signature Page to Second Amendment to Credit Agreement and Guaranty]

LENDERS:

AL-RAYYAN HOLDING LLC

By: /s/ Ahmad Al-Khanji     Name: Ahmad Al-Khanji Title: Director

[Signature Page to Second Amendment to Credit Agreement and Guaranty]

OAKTREE SPECIALTY LENDING

CORPORATION

By: Oaktree Fund Advisors, LLC

Its: Investment Advisor

By: /s/ Matthew Stewart

Name: Matthew Stewart

Title: Managing Director

By: /s/ Mary Gallegy

Name: Mary Gallegy

Title: Managing Director

[Signature Page to Second Amendment to Credit Agreement and Guaranty]

OAKTREE STRATEGIC CREDIT FUND

By: Oaktree Fund Advisors, LLC

Its: Investment Advisor

By: /s/ Matthew Stewart

Name: Matthew Stewart

Title: Managing Director

By: /s/ Mary Gallegy

Name: Mary Gallegy

Title: Managing Director

[Signature Page to Second Amendment to Credit Agreement and Guaranty]

OAKTREE DIVERSIFIED INCOME FUND INC.

By: Oaktree Fund Advisors, LLC

Its: Investment Advisor

By: /s/ Matthew Stewart

Name: Matthew Stewart

Title: Managing Director

By: /s/ Mary Gallegy

Name: Mary Gallegy

Title: Managing Director

[Signature Page to Second Amendment to Credit Agreement and Guaranty]

OAKTREE LSL HOLDINGS EURRC SARL

26A Boulevard Royal, 2449 Luxembourg. RCS number: B263341

By: /s/ Martin Eckel

Name: Martin Eckel

Title: Manager

By: /s/ Hugo Froment

Name: Hugo Froment

Title: Manager

[Signature Page to Second Amendment to Credit Agreement and Guaranty]

OAKTREE GCP HOLDINGS II SARL

26A Boulevard Royal, 2449 Luxembourg. RCS number: B264237

By: /s/ Martin Eckel

Name: Martin Eckel

Title: Manager

By: /s/ Hugo Froment

Name: Hugo Froment

Title: Manager

[Signature Page to Second Amendment to Credit Agreement and Guaranty]

BYLSMA 2022-1, LTD.,

by Brookfield Asset Management Reinsurance Advisor LLC, in its capacity as collateral manager

By: /s/ Darryl Pinsker

Name: Darryl Pinsker

Title: Authorized Signatory

[Signature Page to Second Amendment to Credit Agreement and Guaranty]

CASALS 2022-1, LTD.,

by Brookfield Asset Management Reinsurance Advisor LLC, in its capacity as collateral manager

By: /s/ Darryl Pinsker

Name: Darryl Pinsker

Title: Authorized Signatory

[Signature Page to Second Amendment to Credit Agreement and Guaranty]

DUPRE 2022-1, LTD.,

by Brookfield Asset Management Reinsurance Advisor LLC, in its capacity as collateral manager

By: /s/ Darryl Pinsker

Name: Darryl Pinsker

Title: Authorized Signatory

[Signature Page to Second Amendment to Credit Agreement and Guaranty]

OAKTREE HUNTINGTON INVESTMENT FUND II AIF (DEBT ACQUISITION), L.P.

By: Oaktree Fund AIF Series, L.P. – Series X Its: General Partner

By: Oaktree Fund GP AIF, LLC Its: General Partner

By: Oaktree Fund GP III, L.P. Its: Managing Member

By: /s/ Matthew Stewart
Name: Matthew Stewart Title: Authorized Person

By: /s/ Mary Gallegy
Name: Mary Gallegy Title: Authorized Person

[Signature Page to Second Amendment to Credit Agreement and Guaranty]

OAKTREE LSL (NON-PARALLEL) HOLDINGS EURRC S.À R.L.

26A Boulevard Royal, 2449 Luxembourg. RCS number: B277215

By: _/s/ Martin Eckel______________________ Name: Martin Eckel Title: Manager

By: _/s/ Hugo Froment_____________________ Name: Hugo Froment Title: Manager

[Signature Page to Second Amendment to Credit Agreement and Guaranty]

Annex A

[See attached.]

Annex B

Schedule 1

Loans Schedule

Tranche A Term Loans

Lenders and their respective Applicable Commitments:1

Lender	Applicable Commitment
Al-Rayyan Holding LLC	$53,333,333.00
Macquarie Bank Limited	$96,666,667.00
Tranche A Commitment	$150,000,000.00

The following defined terms apply to the Tranche A Term Loans:

“Tranche A Funding Condition” means that a Borrowing Notice with respect to the Tranche A Term Loans shall have been received by the Administrative Agent.

Tranche B Term Loans

Lenders and their respective Applicable Commitments:2

Lender	Applicable Commitment
Al-Rayyan Holding LLC	$8,888,889.00
Oaktree Specialty Lending Corporation	$1,691,796.00
Oaktree Strategic Credit Fund	$1,689,323.00
Oaktree Diversified Income Fund Inc.	$184,290.00
Oaktree LSL Holdings EURRC Sarl	$2,106,169.00
Oaktree GCP Holdings II Sarl	$84,203.00
Oaktree LSL Fund Holdings EURRC S.à r.l.	$2,811,093.57
Bylsma 2022-1, Ltd.	$526,540.00
Casals 2022-1, Ltd.	$175,510.00
Dupre 2022-1, Ltd.	$175,520.00
Oaktree Huntington Investment Fund II AIF (Debt Acquisition), L.P.	$6,666,666.43
Tranche B Commitment	$25,000,000.00

1 Commitments as of the Applicable Funding Date for the Tranche A Term Loans.

2 Commitments as of the Applicable Funding Date for the Tranche B Term Loans.

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The following defined terms apply to the Tranche B Term Loans:

“Tranche B Availability Period” means the period starting on the Closing Date and ending on the applicable Commitment Termination Date.

“Tranche B Funding Condition” means that the Administrative Agent shall have received both (a) a Borrowing Notice with respect to the Tranche B Term Loans and (b) a certificate from a Responsible Officer of the Borrower, certifying and attaching supporting documentation showing that the Gross Sales for the twelve (12) consecutive month period ending on the last day of the last fiscal month prior to the Borrowing Notice with respect to the Tranche B Term Loans was greater than $145,000,000.

Tranche C Term Loans

Lenders and their respective Applicable Commitments:

Lender	Applicable Commitment
Al-Rayyan Holding LLC	$8,888,889.00
Oaktree Specialty Lending Corporation	$1,691,796.00
Oaktree Strategic Credit Fund	$1,689,323.00
Oaktree Diversified Income Fund Inc.	$184,290.00
Oaktree LSL Holdings EURRC S.a.r.l.	$2,106,169.00
Oaktree GCP Holdings II Sarl	$84,203.00
Oaktree LSL (Non-Parallel) Holdings EURRC S.à r.l.	$2,811,093.57
Bylsma 2022-1, Ltd.	$526,540.00
Casals 2022-1, Ltd.	$175,510.00
Dupre 2022-1, Ltd.	$175,520.00
Oaktree Huntington Investment Fund II AIF (Debt Acquisition), L.P.	$6,666,666.43
Tranche C Commitment	$25,000,000.00

The following defined terms apply to the Tranche C Term Loans:3

“Tranche C Availability Period” means the period starting on the Closing Date and ending on the applicable Commitment Termination Date.

“Tranche C Funding Condition” means that (a) a Borrowing Notice with respect to the Tranche C Term Loans shall have been received by the Administrative Agent, (b) the Tranche C Funding Milestone shall have occurred and (c) the Applicable Funding Date with respect to the Tranche B Term Loans shall have occurred.

“Tranche C Funding Milestone” means that the Administrative Agent shall have received a copy of the FDA approval of the Motiva Implants that were submitted for FDA approval prior to the Closing Date, including Motiva Implants® Silicone Gel-Filled Breast Implants, SmoothSilk® Round and Motiva Implants® Silicone Gel-Filled Breast Implants,

3 Note to Draft: Current Tranche C Commitment and Tranche D Commitment of each Lender to be confirmed.

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SmoothSilk® Round Ergonomix®, for augmentation use in the U.S., with any modifiers or limitations as determined by the FDA that are not materially adverse to the Lenders.

Tranche D Term Loans

Lenders and their respective Applicable Commitments:

Lender	Applicable Commitment
Al-Rayyan Holding LLC	$8,888,889.00
Oaktree Specialty Lending Corporation	$1,691,795.00
Oaktree Strategic Credit Fund	$1,689,323.00
Oaktree Diversified Income Fund Inc.	$184,289.00
Oaktree LSL Holdings EURRC S.a.r.l.	$2,106,169.00
Oaktree GCP Holdings II Sarl	$84,203.00
Oaktree LSL (Non-Parallel) Holdings EURRC S.à r.l.	$2,811,093.86
Bylsma 2022-1, Ltd.	$526,540.00
Casals 2022-1, Ltd.	$175,510.00
Dupre 2022-1, Ltd.	$175,521.00
Oaktree Huntington Investment Fund II AIF (Debt Acquisition), L.P.	$6,666,667.14
Tranche D Commitment	$25,000,000.00

The following defined terms apply to the Tranche D Term Loans:

“Tranche D Availability Period” means the period starting on the Closing Date and ending on the applicable Commitment Termination Date.

“Tranche D Funding Condition” means that (a) a Borrowing Notice with respect to the Tranche D Term Loans shall have been received by the Administrative Agent, (b) the Tranche D Funding Milestone shall have occurred and (c) the Applicable Funding Date with respect to the Tranche C Term Loans shall have occurred.

“Tranche D Funding Milestone” means that the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower, certifying and attaching supporting documentation showing that the Gross Sales for the twelve (12) consecutive month period ending on the last day of the last fiscal month prior to the Borrowing Notice with respect to the Tranche D Term Loans was greater than $195,000,000.

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