iRhythm Prices Upsized Offering of $575.0 Million of 1.50% Convertible Senior Notes Due 2029

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 the pricing of its offering of $575.0 million aggregate principal amount of 1.50% 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”). The aggregate principal amount of the offering was increased from the previously announced offering size of $450.0 million. iRhythm also granted 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 $86.25 million aggregate principal amount of notes. The sale of the notes is expected to close on March 7, 2024, subject to customary closing conditions.

The notes will be senior, unsecured obligations of iRhythm, and will bear interest at a rate of 1.50% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2024. 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. The initial conversion rate is 6.7927 shares of iRhythm’s common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $147.22 per share of iRhythm’s common stock, representing an approximate 35.0% premium based on the last reported sale price of iRhythm’s common stock on The Nasdaq Global Select Market on March 4, 2024 of $109.05 per share). The initial 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 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.