Integra Announces Pricing of Convertible Senior Notes

PRINCETON, N.J., Feb. 04, 2020 (GLOBE NEWSWIRE) -- Integra LifeSciences Holdings Corporation (NASDAQ:IART) today announced the pricing of $500,000,000 aggregate principal amount of 0.5% convertible senior notes due 2025 (the “Notes”). The Notes were offered and sold in a private placement solely to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Integra also granted the initial purchasers of the Notes a 13-day option to purchase up to an additional $75,000,000 aggregate principal amount of Notes. The sale of the Notes is expected to close on or about February 7, 2020, subject to customary closing conditions.

The Notes will be senior, unsecured obligations of Integra, and will bear interest at a rate of 0.50% per year, payable semi-annually in arrears. The Notes will mature on August 15, 2025, unless earlier converted, repurchased or redeemed in accordance with the terms of the Notes. Prior to 5:00 p.m., New York City time, on the business day immediately preceding February 15, 2025, the Notes will be convertible at the option of holders of the Notes only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may be settled in shares of Integra’s common stock, cash or a combination of cash and shares of the common stock, at the election of Integra. The initial conversion rate is 13.5739 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $73.67 per share of Integra’s common stock, representing a premium of approximately 130% to the last reported sale price of Integra’s common stock on the NASDAQ Global Select Market on February 4, 2020 of $56.67 per share). The conversion rate and the corresponding conversion price will be subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. Prior to February 20, 2023, the Notes will not be redeemable. On or after February 20, 2023, Integra may redeem for cash all or part of the Notes, at its option, if the last reported sale price of Integra’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Integra provides notice of redemption.