Integer Holdings Corporation Announces Conversion Period for 2.125% Convertible Senior Notes due 2028

Rhea-AI Summary

Integer Holdings (NYSE: ITGR) has announced that holders of its 2.125% Convertible Senior Notes due 2028 can now convert their notes into cash and/or shares of the company's common stock. The conversion period is from October 1, 2024, to December 31, 2024. This option became available because the company's stock price exceeded 130% of the conversion price for at least 20 trading days in the 30-day period ending September 30, 2024.

The notes are convertible at a rate of 11.4681 shares of common stock per $1,000 principal amount, equivalent to a conversion price of approximately $87.20 per share. Integer will pay cash up to the principal amount of the notes converted, with any excess paid in cash, shares, or a combination at the company's discretion. Detailed conversion procedures have been provided to noteholders through The Depository Trust Company and Wilmington Trust, National Association.

Positive

• High stock price performance triggering convertibility of notes
• Potential reduction in debt liability if noteholders choose to convert

Negative

• Possible dilution of existing shareholders if conversion results in new share issuance
• Potential cash outflow if noteholders opt for cash conversion

Insights

Financial Analyst

The announcement of the conversion period for Integer Holdings 's 2.125% Convertible Senior Notes due 2028 is a significant financial event. The convertibility is triggered by the company's stock price performance, indicating strong market sentiment. With a conversion price of $87.20 per share, this represents a 30% premium over the stock's recent trading range. This conversion option could potentially dilute existing shareholders if noteholders choose to convert, but it also provides flexibility for the company in managing its debt. The ability to settle in cash, stock, or a combination thereof gives Integer strategic options. However, the impact on the company's balance sheet and cash flow will depend on the extent of conversions and the settlement method chosen. Investors should monitor the conversion rate and any subsequent changes in the company's capital structure.

Legal Expert

The conversion period announcement for Integer Holdings' convertible notes is a standard procedural event, but it carries important legal implications. The company has fulfilled its obligation to notify noteholders of their conversion rights, which is important for regulatory compliance. The specific terms, including the conversion rate of 11.4681 shares per $1,000 principal, are clearly defined, reducing the risk of disputes. Integer's disclaimer about not making recommendations to holders is a prudent legal move to avoid potential liability. The company's flexibility in settlement methods (cash, shares, or combination) is noteworthy from a legal perspective, as it allows for strategic decision-making while potentially impacting shareholder rights. Investors should be aware that any significant conversion activity could trigger disclosure requirements under securities laws.

PLANO, Texas, Oct. 02, 2024 (GLOBE NEWSWIRE) -- Integer Holdings Corporation (NYSE: ITGR) (“Integer” or the “Company”), a leading medical device contract development and manufacturing organization, today notified holders of its 2.125% Convertible Senior Notes due 2028 (the “Notes”) that the Notes are convertible, at the option of the holders (the “Conversion Option”) beginning on October 1, 2024, and ending at the close of business on December 31, 2024. The Notes are convertible into cash, up to the principal amount of the Notes, and in cash, shares of the Company’s common stock or a combination thereof, 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 Notes being converted. Any determination regarding the convertibility of the Notes during future periods will be made in accordance with the terms of the Indenture governing the Notes.

The Notes became convertible because the last reported sale price of shares of the Company’s common stock, for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the calendar quarter ended September 30, 2024, was greater than 130% of the conversion price in effect on each applicable trading day.

The Notes are convertible at a conversion rate of 11.4681 shares of common stock per $1,000 principal amount of Notes, which is equivalent to a conversion price of approximately $87.20 per share of common stock.

The Company has issued a notice to holders with respect to the Conversion Option specifying the applicable terms, conditions and procedures. The notice is available through The Depository Trust Company or by requesting a copy from Wilmington Trust, National Association, which is serving as the conversion agent, at:

Wilmington Trust, National Association
1310 Silas Deane Highway
Wethersfield, CT 06109
Attn: Integer Holdings Corporation Notes Administrator

None of the Company, its Board of Directors or its employees has made or is making any representation or recommendation to any holder as to whether to exercise or refrain from exercising the Conversion Option.

This press release is not an offer to sell, nor a solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Integer^®

Integer Holdings Corporation (NYSE: ITGR) is one of the largest medical device contract development and manufacturing organizations (CDMO) in the world, serving the cardiac rhythm management, neuromodulation, and cardio and vascular markets. As a strategic partner of choice to medical device companies and OEMs, the Company is committed to enhancing the lives of patients worldwide by providing innovative, high-quality products and solutions. The Company's brands include Greatbatch Medical^®, Lake Region Medical^® and Electrochem^®. Additional information is available at www.integer.net.

Investor Relations:	Media Relations:
Andrew Senn	Kelly Butler
andrew.senn@integer.net	kelly.butler@integer.net
763.951.8312	469.731.6617

FAQ

What is the conversion rate for Integer Holdings' 2.125% Convertible Senior Notes due 2028?

The conversion rate is 11.4681 shares of common stock per $1,000 principal amount of Notes, which is equivalent to a conversion price of approximately $87.20 per share of common stock.

When can holders convert their Integer Holdings (ITGR) 2.125% Convertible Senior Notes due 2028?

Holders can convert their notes from October 1, 2024, to December 31, 2024.

Why did Integer Holdings' (ITGR) 2.125% Convertible Senior Notes become convertible?

The notes became convertible because the company's stock price was greater than 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days ending September 30, 2024.

How will Integer Holdings (ITGR) settle the conversion of its 2.125% Convertible Senior Notes?

Integer will pay cash up to the principal amount of the notes converted, with any excess paid in cash, shares of common stock, or a combination thereof, at the company's discretion.