Mirion Technologies, Inc. has announced the pricing of an upsized $350.0 million offering of 0.25% convertible senior notes due 2030. This offering represents an increase from the previously announced $300.0 million aggregate principal amount of notes.
The net proceeds from the offering are estimated to be approximately $339.1 million (or approximately $387.7 million if the initial purchasers exercise their option to purchase additional notes in full). Mirion expects to allocate these proceeds for various purposes, including repaying $250.0 million of outstanding term loans under its senior secured term loan, repurchasing shares of its class A common stock for $31.0 million, and using the remaining balance for general corporate purposes and working capital.
The initial conversion rate for the notes is 43.2751 shares of Mirion’s class A common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $23.11 per share of Mirion’s class A common stock, representing a conversion premium of 32.5% to the last reported sale price of Mirion’s class A common stock on the New York Stock Exchange on May 20, 2025.
Mirion may not redeem the notes prior to June 6, 2028, and may redeem for cash all or any portion of the notes on or after that date, subject to certain conditions. In the event of a "fundamental change," holders may require Mirion to repurchase for cash all or a portion of their notes at a repurchase price equal to 100.0% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest.
In connection with the pricing of the notes, Mirion entered into capped call transactions, with the cap price initially set at $34.88, to reduce potential dilution to its class A common stock and offset any cash payments Mirion is required to make in excess of the principal amount of converted notes, subject to a cap.
Mirion also entered into privately negotiated transactions to use $31.0 million of the net proceeds from the offering to repurchase shares of its class A common stock at a purchase price per share equal to the last reported sale price per share of Mirion’s class A common stock on the date of the announcement, which was $17.44 per share.
The press release states that the notes and any shares of Mirion’s class A common stock potentially issuable upon conversion of the notes have not been registered under the securities act, any state securities laws, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities, nor shall it constitute an offer, solicitation, or sale of any securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The market has reacted to these announcements by moving the company's shares 5.84% to a price of $18.84. If you want to know more, read the company's complete 8-K report here.
