Integer Holdings Corporation Announces Launch of Convertible Notes Offering
PLANO, Texas, March 12, 2025 (GLOBE NEWSWIRE) -- Integer Holdings Corporation (the "Company," "Integer") (NYSE:ITGR) today announced that it intends to offer, subject to market and other conditions, $750.0 million aggregate principal amount of its convertible senior notes due 2030 (the "Convertible Notes").
The Company also intends to grant 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.
In connection with the pricing of the Convertible Notes, the Company intends to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the Convertible Notes and/or their respective affiliates or other financial institutions (the "option counterparties"). The Company intends to use a portion 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.
The Company expects to use a portion of the net proceeds from the offering, and to issue shares of the Company's common stock, in exchange for a portion of the Company's existing 2.125% convertible senior notes due 2028 (the "Existing Convertible Notes") through privately negotiated transactions (the "note exchange transactions") to be entered into concurrently with the pricing of the Convertible Notes in the offering, and 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 payable semi-annually in arrears. 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 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.
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) ...
