iRhythm Announces Proposed Offering of $450.0 Million of Convertible Senior Notes - Seite 2

Holders of the notes will have the right to require iRhythm 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). iRhythm will also be required to increase, in certain circumstances, the conversion rate for holders who convert their notes in connection with certain fundamental changes occurring prior to the maturity date or convert their notes called (or deemed called) for redemption following delivery by iRhythm of a notice of redemption.

The interest rate, initial conversion rate, offering price and other terms are to be determined upon pricing of the notes.

Braidwell LP, iRhythm’s lender and a holder of its common stock, has expressed an interest in purchasing a portion of the notes. Any such purchase will be on the same terms as purchases of notes by other investors. An indication of interest is not binding and there can be no assurance that Braidwell will purchase notes or will be allocated any notes by the initial purchasers. A portion of the net proceeds of the offering of the notes will be paid to Braidwell as repayment of the loan from Braidwell, as further described below.

iRhythm intends to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions, as described below. If the initial purchasers exercise their option to purchase additional notes, iRhythm intends to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions. In addition, iRhythm expects to use approximately $80.1 million of the net proceeds from the offering for the repayment in full of indebtedness outstanding, together with accrued and unpaid interest and related fees, under iRhythm’s Credit, Security and Guaranty Agreement (the “Loan Agreement”), with Braidwell Transaction Holdings LLC – Series 5, which consists of borrowings under the initial tranche of the Loan Agreement’s term loan facility. iRhythm also expects to use up to $25.0 million of the net proceeds from the offering to repurchase shares of iRhythm’s common stock concurrently with the offering in privately negotiated transactions effected through one of the initial purchasers or its affiliate. iRhythm expects to repurchase such shares at a purchase price per share equal to the closing price per share of iRhythm’s common stock on the date of the pricing of the offering. These repurchases could increase (or reduce the size of any decrease in) the market price of iRhythm’s common stock prior to or concurrently with pricing of the notes, and could result in higher effective conversion prices for the notes. iRhythm intends to use the remainder of the net proceeds from the offering for general corporate purposes, which may include sales and marketing activities, medical affairs and educational efforts, research and development and clinical studies, and working capital, capital expenditures, and investments in and acquisitions of other companies, products or technologies in the future. However, iRhythm has no commitments or specific plans with respect to any such investments in and acquisitions of other companies, products or technologies at this time.