Integer Holdings Corporation Announces Upsize and Pricing of Convertible Notes Offering
Summary
The offering is expected to close on February 3, 2023, 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 financial institutions, including one or more of the initial purchasers of the Convertible Notes and/or their respective affiliates (the option counterparties). The Companys repayment of the TLB Facility will reduce its exposure to floating rate debt and bring more predictability to its cash interest expense obligations.The Convertible Notes will be senior unsecured obligations of the Company, and will accrue interest at a rate of 2.125% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2023. This activity could increase (or reduce the size of any decrease in) the market price of the Companys 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 Companys common stock and/or purchasing or selling shares of the Companys common stock or 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). In evaluating these statements and the Companys prospects, you should carefully consider the factors set forth below.Although it is not possible to create a comprehensive list of all factors that may cause actual results to differ from the results expressed or implied by such forward-looking statements or that may affect the Companys 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 Companys Annual Report on Form 10-K and in its other periodic filings with the SEC and include the following: operational risks, such as the duration, scope and impact of global supply chain issues, the military conflict between Russia and Ukraine, and the COVID-19 pandemic, including the evolving health, economic, social and governmental environments and the effect of the pandemic on the Companys associates, suppliers and customers as well as the global economy; its dependence upon a limited number of customers; pricing pressures that the Company faces from customers; its reliance on third party suppliers for raw materials, key products and subcomponents; the competitive labor market and its ability to attract, train and retain a sufficient number of qualified associates; the potential for harm to its reputation caused by quality problems related to its products; the dependence of its energy market-related revenues on the conditions in the oil and natural gas industry; interruptions in its manufacturing operations; its dependence upon its information technology systems and its ability to prevent cyber-attacks and other failures; and its dependence upon its senior management team and technical personnel; 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 risks, such as the Companys significant amount of outstanding indebtedness and its ability to remain in compliance with financial and other covenants under its senior secured credit facilities; economic and credit market uncertainties that could interrupt its access to capital markets, borrowings or financial transactions; 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; and 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 Companys ability to protect its intellectual property and proprietary rights; its ability and the cost to comply with environmental regulations; its ability to comply with customer-driven policies and third party standards or certification requirements; its ability to obtain necessary licenses for new technologies; legal and regulatory risks from its international operations; and the fact that the healthcare industry is highly regulated and subject to various regulatory changes.Except as may be required by law, the Company assumes no obligation to update forward-looking statements in this press release whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise.