Haemonetics Corporation has announced plans to offer $525 million in Convertible Senior Notes due 2029, subject to market conditions. This private offering will be made to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The company also plans to grant initial purchasers an option to buy up to an additional $75 million in notes.
These senior, unsecured notes will accrue interest payable semi-annually and mature on June 1, 2029, unless repurchased, redeemed, or converted earlier. Noteholders will have the right to convert their notes under certain conditions. Haemonetics will settle conversion amounts up to the principal value in cash, and any excess in cash, shares of its common stock, or a combination thereof. Specific terms, including the initial conversion price and interest rate, will be determined at pricing.
Haemonetics plans to use the net proceeds from this offering for capped call transactions and general corporate purposes, such as working capital and debt repayment. If the option to purchase additional notes is exercised, part of the additional proceeds will fund further capped call transactions, with the remainder for general corporate use.
In conjunction with the pricing of the notes, Haemonetics expects to enter into capped call transactions with certain financial institutions. These transactions aim to mitigate potential dilution of Haemonetics’ common stock upon note conversion and offset any cash payments exceeding the principal amount of converted notes, subject to a cap.
The option counterparties or their affiliates are expected to engage in derivative transactions and purchase Haemonetics’ common stock to hedge the capped call transactions. This activity might influence the market price of Haemonetics’ common stock or the notes. Moreover, they may adjust their hedge positions by engaging in further derivatives or market transactions involving Haemonetics’ securities, potentially affecting noteholders’ conversion abilities and the value of received consideration upon conversion.
The notes will be sold exclusively to qualified institutional buyers under Rule 144A of the Securities Act. They are not registered under the Securities Act or other securities laws and cannot be offered or sold without registration or an applicable exemption. This announcement does not constitute an offer to sell or a solicitation to buy the notes or any shares of common stock issuable upon conversion in any jurisdiction where such actions would be illegal.
