Integra Announces Pricing of Convertible Senior Notes - Seite 2

Holders of the Notes will have the right to require Integra to repurchase for cash all or a portion of their Notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the indenture relating to the Notes). Integra will also be required to increase the conversion rate for holders who convert their Notes in connection with certain fundamental changes occurring prior to the maturity date or following delivery by Integra of a notice of redemption.

In connection with the pricing of the offering of the Notes, Integra entered into privately negotiated convertible note hedge transactions with dealers, which may include initial purchasers and/or their respective affiliates (the “option counterparties”). These transactions are expected generally to reduce potential dilution to Integra’s common stock upon conversion of the Notes. Integra also entered into warrant transactions with the option counterparties. The warrant transactions could separately have a dilutive effect on Integra’s common stock if the market price of Integra’s common stock exceeds the strike price of the warrants.

In connection with establishing their initial hedge of the convertible note hedge and warrant transactions, the option counterparties expect to enter into various derivative transactions with respect to Integra’s common stock concurrently with or shortly after the pricing of the Notes. These activities could have the effect of increasing (or reducing the size of any decrease in) the market price of Integra’s common stock.

Integra intends to use:

• Approximately $51.9 million of the net proceeds from the offering of the Notes to pay the cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds from the sale of the warrant transactions).
  
  
• $100 million of the net proceeds from the offering of the Notes to repurchase shares of Integra’s common stock, including up to approximately $7.5 million from certain purchasers of Notes in privately negotiated transactions effected through one of the initial purchasers or an affiliate thereof as Integra’s agent concurrently with the closing of the offering of the Notes, and through an accelerated share repurchase transaction (the “ASR transaction”) with a dealer, which may be one of the initial purchasers or an affiliate thereof (the “ASR counterparty”), following the pricing of the offering of the Notes.