iRhythm Announces Proposed Offering of $450.0 Million of Convertible Senior Notes

SAN FRANCISCO, March 04, 2024 (GLOBE NEWSWIRE) -- iRhythm Technologies, Inc. (“iRhythm”) (NASDAQ:IRTC), a leading digital health care company focused on creating trusted solutions that detect, predict, and help prevent disease, announced today that it intends to offer, subject to market conditions and other factors, $450.0 million aggregate principal amount of Convertible Senior Notes due 2029 (the “notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). iRhythm also intends to grant the initial purchasers of the notes an option to purchase, within a 13-day period from, and including, the date on which the notes are first issued, up to an additional $67.5 million aggregate principal amount of notes.

The notes will be senior, unsecured obligations of iRhythm, and interest will be payable semi-annually in arrears. The notes will mature on September 1, 2029, 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 June 1, 2029, 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, the notes will be convertible at the option of holders at any time until 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the maturity date, regardless of whether such conditions have been met. Upon conversion, the notes may be settled in shares of iRhythm’s common stock, cash or a combination of cash and shares of iRhythm’s common stock, at the election of iRhythm. Prior to March 5, 2027, the notes will not be redeemable. On or after March 5, 2027, and prior to June 1, 2029, iRhythm may redeem for cash all or part of the notes, at its option, subject to a partial redemption limitation, if the last reported sale price of iRhythm’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 iRhythm provides notice of redemption.