OSI Systems, Inc. Prices Upsized $300 Million Convertible Senior Notes Offering
17 Luglio 2024 - 4:11AM
Business Wire
OSI Systems, Inc. (NASDAQ: OSIS) (the “Company” or “OSI”) today
announced the pricing of its offering of $300 million aggregate
principal amount of 2.25% convertible senior notes due 2029 (the
“notes”) in a private offering to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). The
offering size was increased from the previously announced offering
size of $275 million aggregate principal amount of notes. The
issuance and sale of the notes are scheduled to settle on July 19,
2024, subject to customary closing conditions. OSI also granted the
initial purchasers of the notes an option to purchase, for
settlement within a period of 13 days from, and including, the date
the notes are first issued, up to an additional $50 million
principal amount of notes.
The notes will be senior, unsecured obligations of OSI and will
accrue interest at a rate of 2.25% per annum, payable semi-annually
in arrears on February 1 and August 1 of each year, beginning on
February 1, 2025. The notes will mature on August 1, 2029, unless
earlier repurchased, redeemed or converted. Before May 1, 2029,
noteholders will have the right to convert their notes only upon
the occurrence of certain events. From and after May 1, 2029,
noteholders may convert their notes at any time at their election
until the close of business on the second scheduled trading day
immediately before the maturity date. OSI will settle conversions
in cash and, if applicable, shares of its common stock. The initial
conversion rate is 5.2090 shares of common stock per $1,000
principal amount of notes, which represents an initial conversion
price of approximately $191.98 per share of common stock. The
initial conversion price represents a premium of approximately
27.5% over the last reported sale price of $150.57 per share of
OSI’s common stock on July 16, 2024. The conversion rate and
conversion price will be subject to adjustment upon the occurrence
of certain events.
The notes will be redeemable, in whole or in part (subject to
certain limitations), for cash at OSI’s option, on or after August
6, 2027 and before the 41st scheduled trading day immediately
before the maturity date, but only if the last reported sale price
per share of OSI’s common stock exceeds 130% of the conversion
price for a specified period of time and certain other conditions
are satisfied. The redemption price will be equal to the principal
amount of the notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date.
If a “fundamental change” (as defined in the indenture for the
notes) occurs, then, subject to a limited exception, noteholders
may require OSI to repurchase their notes for cash. The repurchase
price will be equal to the principal amount of the notes to be
repurchased, plus accrued and unpaid interest, if any, to, but
excluding, the applicable repurchase date.
OSI estimates that the net proceeds from the offering will be
approximately $291.8 million (or approximately $340.6 million if
the initial purchasers fully exercise their option to purchase
additional notes), after deducting the initial purchasers’
discounts and commissions and OSI’s estimated offering expenses.
Concurrently with the pricing of the offering, OSI expects to use
approximately $80.0 million of the net proceeds from the offering
to repurchase 531,314 shares of its common stock in privately
negotiated transactions effected with or through one of the initial
purchasers of the notes or its affiliate. OSI intends to use the
remainder of the net proceeds from the offering to repay a portion
of the revolving credit facility outstanding, pay related fees and
expenses, and for other general corporate purposes. The concurrent
repurchases of shares of OSI’s common stock with the offering
described above may result in OSI’s common stock trading at prices
that are higher than would be the case in the absence of these
repurchases and may have affected the initial terms of the notes,
including the initial conversion price.
The offer and sale of the notes and any shares of common stock
issuable upon conversion of the notes have not been, and will not
be, registered under the Securities Act or any other securities
laws, and the notes and any such shares cannot be offered or sold
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
any other applicable securities laws. This press release does not
constitute an offer to sell, or the solicitation of an offer to
buy, the notes or any shares of common stock issuable upon
conversion of the notes, nor will there be any sale of the notes or
any such shares, in any state or other jurisdiction in which such
offer, sale or solicitation would be unlawful.
About OSI
OSI is a vertically integrated designer and manufacturer of
specialized electronic systems and components for critical
applications in the homeland security, healthcare, defense, and
aerospace industries. The Company combines more than 40 years of
electronics engineering and manufacturing experience with offices
and production facilities in more than a dozen countries to
implement a strategy of expansion into selective end product
markets.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding the completion of the offering and
the expected amount and intended use of the net proceeds.
Forward-looking statements represent OSI’s current expectations,
beliefs, and projections regarding future events and are subject to
known and unknown uncertainties, risks, assumptions and
contingencies, many of which are outside OSI’s control and that
could cause actual results to differ materially from those
described in or implied by the forward-looking statements. Among
those risks and uncertainties are market conditions, the
satisfaction of the closing conditions related to the offering and
risks relating to OSI’s business, including those described in
periodic reports that OSI files from time to time with the SEC. OSI
may not consummate the offering described in this press release
and, if the offering is consummated, cannot provide any assurances
regarding its ability to effectively apply the net proceeds as
described above. The forward-looking statements included in this
press release speak only as of the date of this press release, and
OSI does not undertake any obligation to update the forward-looking
statements included in this press release for subsequent
developments, except as may be required by law. For a further
discussion of factors that could cause OSI Systems’ future results
to differ materially from any forward-looking statements, see the
section entitled “Risk Factors” in OSI Systems’ Annual Report on
Form 10-K for the year ended June 30, 2023 and other risks
described in documents filed by OSI Systems from time to time with
the Securities and Exchange Commission.
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version on businesswire.com: https://www.businesswire.com/news/home/20240716866070/en/
OSI Systems, Inc. Ajay Vashishat Vice President, Business
Development 310-349-2237 avashishat@osi-systems.com
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