Integer Holdings Corporation (the “Company,” “Integer”) (NYSE:
ITGR) today announced that it has priced an offering of $875.0
million aggregate principal amount of 1.875% convertible senior
notes due 2030 (the “Convertible Notes”). The offering was upsized
from the previously announced offering size of $750.0 million
aggregate principal amount of Convertible Notes.
The Company granted to the initial purchasers of the Convertible
Notes an option to purchase up to an additional $125.0 million
aggregate principal amount of the Convertible Notes for settlement
within a 13-day period beginning on, and including, the first day
on which the Convertible Notes are issued. The offering is expected
to close on March 18, 2025, subject to customary closing
conditions.
In connection with the pricing of the Convertible Notes, the
Company has entered into privately negotiated capped call
transactions with certain of the initial purchasers of the
Convertible Notes or their affiliates and certain other financial
institutions (the “option counterparties”). The cap price of the
capped call transactions will initially be $189.44 per share, which
represents a premium of 60% over the last reported sale price of
the Company’s common stock of $118.40 per share on March 13, 2025,
and will be subject to customary anti-dilution adjustments.
The Company anticipates that the aggregate net proceeds from the
offering will be approximately $853.9 million (or approximately
$976.1 million if the initial purchasers of the Convertible Notes
exercise their option to purchase additional Convertible Notes in
full), after deducting the initial purchasers’ discounts and
commissions and estimated offering expenses payable by the Company.
The Company intends to use approximately $62.1 million of the net
proceeds from the offering to pay the cost of the capped call
transactions. If the initial purchasers of the Convertible Notes
exercise their option to purchase additional Convertible Notes, the
Company expects to use a portion of the net proceeds from the sale
of the additional Convertible Notes to enter into additional capped
call transactions with the option counterparties.
Concurrently with the pricing of the Convertible Notes, the
Company entered into privately negotiated transactions (the “note
exchange transactions”) to exchange approximately $383.7 million in
aggregate principal amount of the Company’s existing 2.125%
convertible senior notes due 2028 (the “Existing Convertible
Notes”). The Company expects to use approximately $384.4 million of
the net proceeds from the offering, and to issue approximately 1.6
million shares of the Company’s common stock in a private placement
exempt from registration in reliance on Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”), as
consideration for the note exchange transactions. The note exchange
transactions are expected to close on March 18, 2025, subject to
customary closing conditions.
The Company intends to use the remainder of the net proceeds
from the offering, if any, to repay borrowings and any accrued and
unpaid interest under the Company’s credit agreement, and any
prepayment premium, penalty or other amount, if any, due in
connection with such repayment, and for general corporate
purposes.
The Convertible Notes will be senior unsecured obligations of
the Company and will accrue interest at a rate of 1.875% per annum,
payable semi-annually in arrears on March 15 and September 15 of
each year, beginning on September 15, 2025. The Convertible Notes
will mature on March 15, 2030 unless earlier repurchased, redeemed
or converted. Prior to December 15, 2029, the Convertible Notes
will be convertible only upon satisfaction of certain conditions
and during certain periods, and thereafter, the Convertible Notes
will be convertible at any time until the close of business on the
second scheduled trading day immediately preceding the maturity
date. The Convertible Notes will be convertible, on the terms set
forth in the indenture, into cash up to the aggregate principal
amount of the Convertible Notes to be converted and cash, shares of
the Company’s common stock or a combination of cash and shares of
the Company’s common stock, at the Company’s election, in respect
of the remainder, if any, of the Company’s conversion obligation in
excess of the aggregate principal amount of the Convertible Notes
being converted. The conversion rate will initially be 6.6243
shares of common stock per $1,000 principal amount of Convertible
Notes (equivalent to an initial conversion price of approximately
$150.96 per share of Common Stock). The initial conversion price of
the Convertible Notes represents a premium of approximately 27.5%
to the $118.40 closing price of the Company’s common stock on March
13, 2025. The conversion rate will be subject to adjustment in
certain circumstances. In addition, following certain corporate
events that occur prior to the maturity date or the Company’s
delivery of a notice of redemption, the Company will increase, in
certain circumstances, the conversion rate for a holder who elects
to convert its Convertible Notes in connection with such a
corporate event or notice of redemption, as the case may be.
The Company may not redeem the Convertible Notes prior to March
20, 2028. The Company may redeem for cash all or any portion of the
Convertible Notes, at its option, on or after March 20, 2028, if
the last reported sale price of the Company’s common stock has been
at least 140% of the conversion price then in effect for at least
20 trading days (whether or not consecutive) during any 30
consecutive trading day period (including the last trading day of
such period) ending on, and including, the trading day immediately
preceding the date on which the Company provides notice of
redemption at a redemption price equal to 100% of the principal
amount of the Convertible Notes to be redeemed, plus accrued and
unpaid interest to, but excluding, the redemption date.
If the Company undergoes a fundamental change (as defined in the
indenture governing the Convertible Notes), subject to certain
conditions, holders may require the Company to repurchase for cash
all or part of their Convertible Notes at a repurchase price equal
to 100% of the principal amount of the Convertible Notes to be
repurchased, plus accrued and unpaid interest, if any, to, but
excluding, the fundamental change repurchase date.
The capped call transactions are expected generally to reduce
potential dilution to the Company’s common stock upon conversion of
any Convertible Notes and/or offset any cash payments the Company
is required to make in excess of the principal amount of converted
Convertible Notes, as the case may be, with such reduction and/or
offset subject to a cap.
In connection with establishing their initial hedges of the
capped call transactions, the Company expects the option
counterparties or their respective affiliates to purchase shares of
the Company’s common stock and/or enter into various derivative
transactions with respect to the Company’s common stock
concurrently with or shortly after the pricing of the Convertible
Notes. This activity could increase (or reduce the size of any
decrease in) the market price of the Company’s common stock or the
Convertible Notes at that time. In addition, the option
counterparties or their respective affiliates may modify their
hedge positions by entering into or unwinding various derivatives
with respect to the Company’s common stock and/or purchasing or
selling shares of the Company’s common stock or other securities of
the Company in secondary market transactions following the pricing
of the Convertible Notes and prior to the maturity of the
Convertible Notes (and are likely to do so on each exercise date
for the capped call transactions or following any termination of
any portion of the capped call transactions in connection with any
repurchase, redemption or early conversion of the Convertible
Notes). This activity could also cause or avoid an increase or
decrease in the market price of the Company’s common stock or the
Convertible Notes, which could affect holders of the Convertible
Notes’ ability to convert the Convertible Notes and, to the extent
the activity occurs following conversion of the Convertible Notes
or during any observation period related to a conversion of the
Convertible Notes, it could affect the amount and value of the
consideration that holders of the Convertible Notes will receive
upon conversion of such Convertible Notes.
In connection with the note exchange transactions, the Company
expects that holders of the Existing Convertible Notes who have
agreed to have their Existing Convertible Notes exchanged and who
have hedged their equity price risk with respect to such notes (the
“hedged holders”) will unwind all or part of their hedge positions
by buying the Company’s common stock and/or entering into or
unwinding various derivative transactions with respect to the
Company’s common stock. The amount of the Company’s common stock to
be purchased by the hedged holders or the notional number of shares
of the Company’s common stock underlying such derivative
transactions may be substantial in relation to the historic average
daily trading volume of the Company’s common stock. This activity
by the hedged holders could increase (or reduce the size of any
decrease in) the market price of the Company’s common stock,
including concurrently with the pricing of the Convertible Notes,
resulting in a higher effective conversion price of the Convertible
Notes. The Company cannot predict the magnitude of such market
activity or the overall effect it will have on the price of the
Convertible Notes or the Company’s common stock and the
corresponding effect on the initial conversion price of the
Convertible Notes.
In connection with the issuance of the Existing Convertible
Notes, the Company entered into capped call transactions (the
“existing option transactions”) with certain financial institutions
(the “existing option counterparties”). In connection with the note
exchange transactions, the Company has entered into agreements with
the existing option counterparties to terminate a portion of the
existing option transactions in a notional amount corresponding to
the amount of Existing Convertible Notes exchanged. Such
termination will be settled through the delivery of the Company’s
common stock by the existing option counterparties to the Company.
In connection with such terminations of the existing option
transactions, the Company expects such existing option
counterparties and/or their respective affiliates will enter into
or unwind various derivatives with respect to the Company’s common
stock and/or buy or sell shares of the Company’s common stock
concurrently with or shortly after the pricing of the Convertible
Notes. This activity could increase (or reduce the size of any
decrease in) or decrease (or reduce the size of any increase in)
the market price of the Company’s common stock, including
concurrently with the pricing of the Convertible Notes, which could
affect the conversion price of the Convertible Notes. The Company
cannot predict the magnitude of such market activity or the overall
effect it will have on the price of the Convertible Notes or the
Company’s common stock and the corresponding effect it has had on
the initial conversion price of the Convertible Notes.
The Convertible Notes, any shares of the Company’s common stock
issuable upon conversion of the Convertible Notes, if any, and the
shares of the Company’s common stock issued in the note exchange
transactions will not be registered under the Securities Act, or
any state securities laws, and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration under the Securities Act and any applicable state
securities laws. The Convertible Notes were offered only to persons
reasonably believed to be qualified institutional buyers under Rule
144A under the Securities Act.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction. This press release does not constitute an offer to
exchange the Existing Convertible Notes.
About Integer®
Integer Holdings Corporation (NYSE: ITGR) is one of the largest
medical device contract development and manufacturing organizations
(CDMO) in the world, serving the cardiac rhythm management,
neuromodulation, and cardio and vascular markets. As a strategic
partner of choice to medical device companies and OEMs, the Company
is committed to enhancing the lives of patients worldwide by
providing innovative, high-quality products and solutions. The
Company's brands include Greatbatch Medical® and Lake Region
Medical®.
Investor Relations:Kristen
Stewart551.337.3973kristen.stewart@integer.net
Media Relations:Kelly
Butler469.731.6617kelly.butler@integer.net
Forward-Looking Statements
Some of the statements contained in this press release are
“forward-looking statements” within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended, and are subject to the safe harbor created
thereby under the Private Securities Litigation Reform Act of 1995.
The Company has based these forward-looking statements on its
current expectations, and these statements are subject to known and
unknown risks, uncertainties and assumptions. Forward-looking
statements include, but are not limited to, statements relating to
the offering, the use of net proceeds from the offering, the capped
call transactions, the note exchange transactions and the
termination of existing option transactions.
You can identify forward-looking statements by terminology such
as “may,” “will,” “should,” “could,” “expects,” “intends,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “projects,”
“forecast,” “outlook,” “assume,” “potential” or “continue” or
variations or the negative counterparts of these terms or other
comparable terminology. These statements are only predictions and
are no guarantee of future performance, and investors should not
place undue reliance on forward-looking statements as predictive of
future results. Actual events or results may differ materially from
those stated or implied by these forward-looking statements. In
evaluating these statements and the Company’s prospects, you should
carefully consider the factors set forth below. All forward-looking
statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by these
cautionary factors. The Company disclaims any obligation to
publicly update or revise the forward-looking statements made in
this press release as a result of new information, future events or
otherwise, except as required by law.
While it is not possible to create a comprehensive list of all
factors that may cause actual results to differ from results
expressed or implied by such forward-looking statements or that may
affect the Company’s future results, some of these factors and
other risks and uncertainties that arise from time to time are
described in Item 1A “Risk Factors” of the Company’s Annual Report
on Form 10-K and in its other periodic filings with the SEC and
include the following:
- operational risks, such as the
Company’s dependence upon a limited number of customers; pricing
pressures and contractual pricing restraints the Company faces from
customers; its reliance on third-party suppliers for raw materials,
key products and subcomponents; interruptions in its manufacturing
operations; its ability to attract, train and retain a sufficient
number of qualified associates to maintain and grow its business;
the potential for harm to its reputation and competitive advantage
caused by quality problems related to its products; its dependence
upon its information technology systems and its ability to prevent
cyber-attacks and other failures; global climate change and the
emphasis on environmental, social and governance matters by various
stakeholders; its dependence upon its senior management team and
key technical personnel; and consolidation in the healthcare
industry resulting in greater competition;
- strategic risks, such as the intense
competition the Company faces and its ability to successfully
market its products; its ability to respond to changes in
technology; its ability to develop new products and expand into new
geographic and product markets; and its ability to successfully
identify, make and integrate acquisitions to expand and develop its
business in accordance with expectations;
- financial and indebtedness risks,
such as the Company’s ability to accurately forecast future
performance based on operating results that often fluctuate; its
significant amount of outstanding indebtedness and its ability to
remain in compliance with financial and other covenants under the
credit agreement governing its senior secured credit
facilities;
- economic and credit market
uncertainties that could interrupt the Company’s access to capital
markets, borrowings or financial transactions; the conditional
conversion feature of the Existing Convertible Notes or the
Convertible Notes adversely impacting its liquidity; the conversion
of the Existing Convertible Notes or the Convertible Notes diluting
ownership interests of existing holders of the Company’s common
stock; the counterparty risk associated with the capped call
transactions and the existing option transactions; the financial
and market risks related to its international operations and sales;
its complex international tax profile; and its ability to realize
the full value of its intangible assets;
- legal and compliance risks, such as
regulatory issues resulting from product complaints, recalls or
regulatory audits; the potential of becoming subject to product
liability or intellectual property claims; the Company’s ability to
protect its intellectual property and proprietary rights; its
ability to comply with customer-driven policies and third-party
standards or certification requirements; its ability to obtain
and/or retain necessary licenses from third parties for new
technologies; its ability and the cost to comply with environmental
regulations; legal and regulatory risks from its international
operations; the fact that the healthcare industry is highly
regulated and subject to various regulatory changes; and its
business being indirectly subject to healthcare industry cost
containment measures that could result in reduced sales of its
products.
Grafico Azioni Integer (NYSE:ITGR)
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Da Feb 2025 a Mar 2025
Grafico Azioni Integer (NYSE:ITGR)
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Da Mar 2024 a Mar 2025