MMSI - Merit Medical Announces Pricing of Upsized Private Offering of $650.0 Million of 3.00% Convertible Senior Notes Due 2029 | Benzinga
SOUTH JORDAN, Utah, Dec. 06, 2023 (GLOBE NEWSWIRE) -- Merit Medical Systems, Inc. (NASDAQ:MMSI) ("Merit"), a leading global manufacturer and marketer of healthcare technology, announced the pricing of $650.0 million aggregate principal amount of 3.00% Convertible Senior Notes due 2029 (the "notes") in a private placement (the "offering") only to persons reasonably believed to be "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Merit has granted the initial purchasers of the notes an option to purchase, during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $97.5 million aggregate principal amount of the notes on the same terms and conditions. The offering was upsized from the previously announced offering of $550 million aggregate principal amount of notes. The sale of the notes to the initial purchasers is expected to close on December 8, 2023, subject to customary closing conditions.
The notes will bear interest at 3.00% per year, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2024. The notes will mature on February 1, 2029, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. When issued, the notes will be Merit's senior unsecured obligations and will rank senior in right of payment to any of Merit's indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment to any of Merit's unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of Merit's senior, secured indebtedness (including indebtedness under Merit's Fourth Amended and Restated Credit Agreement) to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of Merit's subsidiaries.
Holders of the notes will have the right to require Merit to repurchase all or a part of their notes upon the occurrence of a "fundamental change" in cash at a fundamental change repurchase price of 100% of their principal amount plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Following certain corporate events or if Merit calls the notes for redemption, Merit will, under certain circumstances, increase the conversion rate for holders who elect to convert their notes in connection with such corporate event or convert their notes called for redemption, as the case may be.
The initial conversion rate of the notes will be 11.5171 shares of Merit's common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $86.83 per share of Merit's common stock). The initial conversion price of the notes represents a premium of approximately 32.5% over the last reported sale price of Merit's common stock on the Nasdaq Global Select Market on December 5, 2023. Prior to the close of business on the business day immediately preceding October 1, 2028, the notes will be convertible at the option of the holders of the notes only upon the satisfaction of specified conditions and during certain periods. On or after October 1, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of such conditions. Upon conversion of the notes, Merit will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, ...