Omnicell Announces Proposed Private Placement of $150 Million of Convertible Senior Notes
Omnicell (NASDAQ: OMCL) announces plans to offer $150 million of Convertible Senior Notes due 2029 in a private placement to qualified institutional buyers. The company will grant initial purchasers an option for an additional $22.5 million. The notes will be senior unsecured obligations with semiannual interest payments. Omnicell plans to use the proceeds to fund convertible note hedge transactions and repurchase up to $400 million of its outstanding 0.25% Convertible Senior Notes due 2025.
Omnicell (NASDAQ: OMCL) annuncia piani per offrire 150 milioni di dollari di Obbligazioni Senior Convertibili scadenti nel 2029 in un collocamento privato a compratori istituzionali qualificati. L'azienda concederà ai compratori iniziali un'opzione per ulteriori 22,5 milioni di dollari. Le obbligazioni saranno obbligazioni senior non garantite con pagamenti degli interessi semestrali. Omnicell intende utilizzare i proventi per finanziare transazioni di copertura delle obbligazioni convertibili e riacquistare fino a 400 milioni di dollari delle sue obbligazioni Senior Convertibili 0,25% in scadenza nel 2025.
Omnicell (NASDAQ: OMCL) anuncia planes para ofrecer 150 millones de dólares en Notas Senior Convertibles con vencimiento en 2029 a través de una colocación privada para compradores institucionales calificados. La compañía otorgará a los compradores iniciales una opción por un adicional de 22,5 millones de dólares. Las notas serán obligaciones senior no garantizadas con pagos de intereses semestrales. Omnicell planea usar los ingresos para financiar transacciones de cobertura de notas convertibles y recomprar hasta 400 millones de dólares de sus Notas Senior Convertibles al 0,25% con vencimiento en 2025.
Omnicell (NASDAQ: OMCL)는 2029년 만기의 1억 5천만 달러 규모의 전환 사채를 자격을 갖춘 기관 투자자에게 사모로 발행할 계획을 발표했습니다. 회사는 초기 구매자에게 추가 2천 2백 50만 달러 옵션을 부여할 것입니다. 이 채권은 반기 이자 지급이 있는 비담보 선순위 의무입니다. Omnicell은 수익금을 전환사채 헤지 거래에 사용하고 2025년 만기 0.25% 전환사채의 자사 주식을 최대 4억 달러까지 재매입할 계획입니다.
Omnicell (NASDAQ: OMCL) annonce son intention d'offrir 150 millions de dollars d'Obligations Senior Convertibles arrivant à échéance en 2029 lors d'un placement privé à des acheteurs institutionnels qualifiés. La société accordera aux acheteurs initiaux une option pour un montant supplémentaire de 22,5 millions de dollars. Les obligations seront des obligations senior non garanties avec des paiements d'intérêts semestriels. Omnicell prévoit d'utiliser les produits pour financer des transactions de couverture d'obligations convertibles et racheter jusqu'à 400 millions de dollars de ses Obligations Senior Convertibles à 0,25 % échues en 2025.
Omnicell (NASDAQ: OMCL) gibt bekannt, dass sie planen, 150 Millionen Dollar an wandelbaren Senior-Anleihen mit Fälligkeit 2029 im Rahmen einer Privatplatzierung an qualifizierte institutionelle Käufer anzubieten. Das Unternehmen wird den ursprünglichen Käufern eine Option auf zusätzliche 22,5 Millionen Dollar gewähren. Die Anleihen werden nachrangige unbesicherte Verbindlichkeiten mit halbjährlichen Zinszahlungen sein. Omnicell plant, die Erlöse zur Finanzierung von Transaktionen zur Absicherung der wandelbaren Anleihen zu verwenden und bis zu 400 Millionen Dollar seiner ausstehenden 0,25%-Wandelanleihen mit Fälligkeit 2025 zurückzukaufen.
- Potential to restructure debt with new 2029 notes
- Implementation of hedging strategy to reduce potential stock dilution
- Increase in total debt with $150 million new notes offering
- Potential dilution risk from warrant transactions if stock price exceeds strike price
- Additional financial obligations with semiannual interest payments
Insights
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The complex transaction includes multiple moving parts that could impact stock price in the short term: the note offering itself, repurchase of existing notes and various derivative transactions by counterparties. Long-term implications depend heavily on the final conversion price and terms, which aren't yet determined. This refinancing provides additional financial flexibility but also indicates ongoing reliance on convertible debt financing.
The notes will be general unsecured, senior obligations of Omnicell, will accrue interest payable semiannually in arrears and will mature on December 1, 2029, unless earlier converted, redeemed or repurchased. Upon conversion, Omnicell will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of Omnicell’s common stock or a combination of cash and shares of Omnicell’s common stock, at Omnicell’s election, in respect of the remainder, if any, of Omnicell’s conversion obligation in excess of the aggregate principal amount of the notes being converted. The interest rate, initial conversion rate, redemption or repurchase rights and other terms of the notes will be determined at the time of pricing of the offering.
Omnicell expects to use a portion of the net proceeds from the offering to pay the cost of the convertible note hedge transactions described below (after such cost is partially offset by the proceeds to Omnicell from the sale of warrants in the warrant transactions described below). In addition, Omnicell expects to use the remaining net proceeds from the offering, together with cash on hand, to repurchase for cash up to
In connection with the pricing of the notes, Omnicell expects to enter into convertible note hedge transactions with one or more of the initial purchasers or their respective affiliates and/or other financial institutions (the “option counterparties”). Omnicell also expects to enter into warrant transactions with the option counterparties. The convertible note hedge transactions are expected generally to reduce the potential dilution to Omnicell’s common stock upon any conversion of notes and/or offset any cash payments Omnicell is required to make in excess of the principal amount of converted notes, as the case may be. However, the warrant transactions could separately have a dilutive effect on Omnicell’s common stock to the extent that the market price per share of Omnicell’s common stock exceeds the strike price of the warrants. If the initial purchasers exercise their option to purchase additional notes, Omnicell expects to enter into additional convertible note hedge transactions and additional warrant transactions with the option counterparties.
In connection with establishing their initial hedges of the convertible note hedge and warrant transactions, Omnicell expects the option counterparties or their respective affiliates to enter into various derivative transactions with respect to Omnicell’s common stock and/or purchase shares of Omnicell’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Omnicell’s common stock or the 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 Omnicell’s common stock and/or purchasing or selling Omnicell’s common stock or other securities of Omnicell in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so in connection with any conversion, redemption or repurchase of the notes). This activity could also cause or avoid an increase or a decrease in the market price of Omnicell’s common stock or the notes, which could affect a noteholder’s ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares of Omnicell’s common stock, if any, and value of the consideration, if any, that a noteholder will receive upon conversion of the notes.
Concurrently with the pricing of the notes in the offering, Omnicell expects to enter into one or more separate and individually negotiated transactions with certain holders of the 2025 notes to repurchase for cash up to
Omnicell expects that holders of the 2025 notes that are repurchased by Omnicell as described above may enter into or unwind various derivatives with respect to Omnicell’s common stock (including entering into derivatives with one or more of the initial purchasers in the offering or their respective affiliates) and/or purchase or sell shares of Omnicell’s common stock concurrently with or shortly after the pricing of the notes.
In connection with the issuance of the 2025 notes, Omnicell entered into convertible note hedge transactions (the “existing convertible note hedge transactions”) and warrant transactions (the “existing warrant transactions” and, together with the existing convertible note hedge transactions, the “existing call spread transactions”) with one of the initial purchasers and certain financial institutions (the “existing counterparties”). To the extent Omnicell repurchases any 2025 notes, it may enter into agreements with the existing counterparties concurrently with or shortly after the pricing of this offering to unwind a portion of the existing convertible note hedge transactions in a notional amount corresponding to the principal amount of the 2025 notes so repurchased. In addition, Omnicell may enter into agreements with the existing counterparties concurrently with or shortly after the pricing of this offering to unwind a portion of the existing warrant transactions with respect to a number of shares of Omnicell’s common stock equal to the notional shares underlying such 2025 notes so repurchased.
In connection with such terminations and the related unwinding of the existing hedge position of the existing counterparties with respect to such transactions, such existing counterparties and/or their respective affiliates may sell shares of Omnicell’s common stock in secondary market transactions and/or unwind various derivative transactions with respect to Omnicell’s common stock concurrently with or shortly after the pricing of the notes.
The repurchases of the 2025 notes and any unwind of the existing call spread transactions described above, and the potential related market activities by holders of the 2025 notes that are repurchased by Omnicell and the existing counterparties, as applicable, could increase (or reduce the size of any decrease in) or decrease (or reduce the size of any increase in) the market price of Omnicell’s common stock, which may affect the trading price of the notes offered in the offering at that time and, to the extent effected concurrently with the pricing of this offering, the initial conversion price of the notes. Omnicell cannot predict the magnitude of such market activity or the overall effect it will have on the price of the notes offered in the offering or its common stock.
Neither the notes, nor the shares of Omnicell’s common stock issuable upon conversion of the notes, if any, have been, or will be, registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer to sell, solicitation of an offer to buy or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About Omnicell
Since 1992, Omnicell has been committed to transforming pharmacy care through outcomes-centric innovation designed to optimize clinical and business outcomes across all settings of care. Through a comprehensive portfolio of robotics, smart devices, intelligent software, and expert services, Omnicell solutions are helping healthcare facilities worldwide to reduce costs, improve labor efficiency, establish new revenue streams, enhance supply chain control, support compliance, and move closer to the industry vision of the Autonomous Pharmacy.
Forward-Looking Statements
This press release contains “forward-looking” statements that involve risks and uncertainties, including statements concerning the proposed terms of the notes, the convertible note hedge and warrant transactions, the note repurchases and the unwind of the existing call spread transactions, the completion, timing and size of the proposed offering of the notes and the convertible note hedge and warrant transactions, the anticipated use of proceeds from the offering, including the proposed note repurchases, and the potential impact of the foregoing or related transactions on dilution to holders of Omnicell’s common stock, and the market price of Omnicell’s common stock or the notes or the conversion price of the notes. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from Omnicell’s plans. These risks include, but are not limited to, market risks, trends and conditions, Omnicell’s ability to complete the proposed offering on the expected terms, or at all, whether Omnicell will be able to satisfy closing conditions related to the proposed offering, whether and on what terms Omnicell may repurchase any of the 2025 notes, changes in the structure or terms of the convertible note hedge and warrant transactions, changes in the structure or terms of the unwind of the existing call spread transactions and unanticipated uses of capital and those risks included in the section titled “Risk Factors” in Omnicell’s Securities and Exchange Commission (“SEC”) filings and reports, including its Annual Report on Form 10-K for the year ended December 31, 2023 and other filings that Omnicell makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date on which they were made. Omnicell undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
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View source version on businesswire.com: https://www.businesswire.com/news/home/20241118007741/en/
Kathleen Nemeth
Senior Vice President, Investor Relations
650-435-3318
Kathleen.Nemeth@omnicell.com
Source: Omnicell, Inc.
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