Integer Holdings Corporation Announces Upsize and Pricing of Convertible Notes Offering
PLANO, Texas, March 13, 2025 (GLOBE NEWSWIRE) -- 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 ...
