Integer Holdings Corporation (NYSE: ITGR) has announced the pricing of an upsized offering of $875.0 million aggregate principal amount of 1.875% convertible senior notes due 2030. This offering represents an increase from the previously announced size of $750.0 million. The company has also granted 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.
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. Additionally, the company has entered into privately negotiated capped call transactions with certain initial purchasers of the convertible notes or their affiliates and certain other financial institutions.
In connection with the pricing of the convertible notes, the company has also entered into privately negotiated transactions to exchange approximately $383.7 million in aggregate principal amount of the company's existing 2.125% convertible senior notes due 2028. 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 as consideration for the note exchange transactions.
The convertible notes 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 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 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 company may not redeem the convertible notes prior to March 20, 2028. However, 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.
The capped call transactions are expected 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, subject to a cap.
The company expects to use the net proceeds from the offering for various purposes, including to repay borrowings and any accrued and unpaid interest under the company’s credit agreement, and for general corporate purposes.
About Integer Holdings Corporation (NYSE: ITGR): Integer Holdings Corporation is one of the largest medical device contract development and manufacturing organizations in the world, serving the cardiac rhythm management, neuromodulation, and cardio and vascular markets. The company's brands include Greatbatch Medical and Lake Region Medical.
Investor Relations Contact: Kristen Stewart, 551.337.3973, [email protected] Media Relations Contact: Kelly Butler, 469.731.6617, [email protected] As a result of these announcements, the company's shares have moved -1.4% on the market, and are now trading at a price of $116.75. For more information, read the company's full 8-K submission here.
