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MiniMed Group, Inc.

Filed Dec 19, 2025.

View on SEC.gov

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A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.

period unavailable · Filed Dec 19, 2025

MMED$16.71-8.0%Stored close · as of Nov 6, 2026
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Contents

DESCRIPTION OF CERTAIN INDEBTEDNESS

Revolving Credit Facility

Prior to the completion of this offering, we expect to enter into a credit agreement which will provide for a five-year senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $500 million to be made available in U.S. dollars and certain approved alternative currencies, initially including Euros, with Citibank, N.A. serving as administrative agent for a syndicate of lenders. The commitments under the Revolving Credit Facility will become available upon the completion of this offering. We do not expect the Revolving Credit Facility to be drawn from or used in connection with this offering or the Separation. The proceeds of the loans under the Revolving Credit Facility will be used for working capital and other general corporate purposes. The Revolving Credit Facility permits, subject to specified conditions, one or more of our wholly owned subsidiaries to be added as additional borrowers.

Interest is payable on the loans under the Revolving Credit Facility at (1) in the case of borrowings denominated in U.S. dollars, Term SOFR (or, at the borrower’s option, the base rate) and (2) in the case of borrowings denominated in Euros, EURIBOR, plus, in each case, a margin determined pursuant to a pricing grid based on our secured net leverage ratio. The commitment fees and letter of credit fees under the Revolving Credit Facility are determined based upon the same grid. Interest payments are due (1) in the case of Term SOFR or EURIBOR borrowings, on the last day of each interest period applicable to the borrowing (or, in the case of any borrowing with an interest period of more than three months’ duration, every three months) and (2) in the case of base rate borrowings, on the last business day of each March, June, September, and December.

The Revolving Credit Facility will also contain representations and warranties, covenants, and events of default that are customary for this type of financing, including financial maintenance covenants and covenants restricting, inter alia, the incurrence of liens and indebtedness, the sale of assets, the making of restricted payments, investments and certain debt prepayments, and the entry into certain merger transactions. The obligations under the Revolving Credit Facility will be guaranteed by certain of our wholly-owned subsidiaries, and secured by certain assets of such subsidiaries.

The foregoing summarizes the material terms of the Revolving Credit Facility. However, the credit agreement, the form of which will be filed as an exhibit to the registration statement of which this prospectus is a part, and the foregoing summary of such agreement is qualified in its entirety by reference to the full text of such agreement.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.