Integer Holdings Corporation Announces Upsize and Pricing of Convertible Notes Offering

Core Viewpoint - Integer Holdings Corporation has announced the pricing of an upsized offering of $875 million in 1.875% convertible senior notes due 2030, indicating strong market interest and financial strategy [1][2]. Offering Details - The offering was increased from an initial size of $750 million to $875 million, with an option for initial purchasers to buy an additional $125 million [1][2]. - The expected closing date for the offering is March 18, 2025, pending customary closing conditions [2]. Financial Proceeds and Use - The net proceeds from the offering are anticipated to be approximately $853.9 million, or $976.1 million if the additional notes option is fully exercised [4]. - Approximately $62.1 million of the net proceeds will be allocated to cover the costs of capped call transactions [4]. - The remainder of the proceeds will be used for repaying borrowings, accrued interest, and general corporate purposes [6]. Convertible Notes Characteristics - The convertible notes will have a 1.875% annual interest rate, payable semi-annually, and will mature on March 15, 2030 [7]. - The initial conversion price is set at approximately $150.96 per share, representing a 27.5% premium over the common stock's closing price of $118.40 on March 13, 2025 [7]. - The conversion rate will be 6.6243 shares of common stock per $1,000 principal amount of convertible notes [7]. Capped Call Transactions - The company has entered into capped call transactions to mitigate potential dilution from the convertible notes [10]. - The cap price for these transactions is set at $189.44 per share, a 60% premium over the last reported sale price of the common stock [3]. Note Exchange Transactions - Concurrently, the company is engaging in note exchange transactions to exchange approximately $383.7 million of existing convertible senior notes due 2028 [5]. - The company expects to issue around 1.6 million shares of common stock as part of these transactions [5]. Market Impact - The activities related to the convertible notes and capped call transactions may influence the market price of the company's common stock, potentially affecting the conversion price of the notes [11][12].