Artivion Announces Closing of Transactions to Exchange $99.5 Million in Principal Amount of its 4.250% Convertible Notes Due 2025 for Common Stock

Rhea-AI Summary

Artivion (NYSE: AORT) has successfully closed transactions to exchange approximately $99.54 million of its 4.250% Convertible Senior Notes due 2025 for 4,334,347 shares of common stock. The company also made a cash payment of $1.7 million for accrued and unpaid interest to the note holders. Following these transactions, only $0.46 million in aggregate principal amount of the Notes remains outstanding.

CEO Pat Mackin emphasized that this effective retirement of convertible notes represents a significant milestone in strengthening Artivion's financial position, reducing leverage ratios, and enhancing balance sheet flexibility. J. Wood Capital Advisors LLC served as financial advisor for these exchange transactions.

Positive

• Nearly complete elimination of convertible debt ($99.54M out of $100M)
• Significant reduction in leverage ratios
• Enhanced balance sheet flexibility
• Successful debt-to-equity conversion indicating confidence in company's equity

Negative

• Dilution of existing shareholders due to issuance of 4.33M new shares
• Cash payment of $1.7M required for accrued interest

Insights

Financial Restructuring Analyst

Artivion eliminates $99.5M convertible debt, strengthening balance sheet and reducing leverage by exchanging notes for 4.3M shares.

Artivion has executed a significant balance sheet restructuring by exchanging $99.54 million of its convertible notes for 4,334,347 shares of common stock, effectively retiring nearly all of this debt class with only $0.46 million remaining outstanding. This debt-for-equity swap represents a strategic financial decision with several important implications.

The transaction fundamentally transforms Artivion's capital structure by dramatically reducing its leverage ratios. By eliminating these 4.250% Convertible Senior Notes due in 2025, the company has removed a near-term debt maturity that would have required refinancing or repayment within the year. This preemptive action gives management substantially more financial flexibility and eliminates refinancing risk in what remains a challenging interest rate environment.

While this exchange increases the outstanding share count (resulting in some dilution for existing shareholders), it's important to recognize this was likely inevitable given the convertible nature of these notes. The company effectively controlled the timing and execution of this dilution rather than facing potential market disruption closer to maturity.

From a financial flexibility perspective, this restructuring significantly improves Artivion's debt service coverage ratios and potentially enhances its ability to pursue strategic initiatives or investments. By strengthening its balance sheet ahead of the notes' maturity, Artivion has positioned itself with improved financial stability and potentially better terms for any future capital raises or debt refinancing needs.

ATLANTA, May 28, 2025 /PRNewswire/ -- Artivion, Inc. (NYSE: AORT), a leading cardiac and vascular surgery company focused on aortic disease, today announced the closing of transactions related to previously announced, privately negotiated exchange agreements with certain holders (the "Holders") of its 4.250% Convertible Senior Notes due 2025 (the "Notes"). The closing transactions included the closing of an additional, privately negotiated agreement with a separate holder.

Under the terms of the exchange agreements, the Holders exchanged an aggregate principal amount of approximately $99.54 million of Notes held by the Holders in exchange for an aggregate of 4,334,347 shares of the Company's common stock ("Shares"). In addition, pursuant to the exchange agreements, the Company made a cash payment of approximately $1.7 million to the Holders for accrued and unpaid interest on the exchanged Notes. Immediately following the closing of the transactions contemplated by the exchange agreements, approximately $0.46 million in aggregate principal amount of the Notes remained outstanding.

"The closing of these transactions results in the effective retirement of our convertible notes and marks a significant milestone in strengthening our financial position. By nearly eliminating this outstanding debt, we are not only meaningfully reducing our leverage ratios but also substantially enhancing our balance sheet flexibility," said Pat Mackin, Chairman, President, and Chief Executive Officer.

J. Wood Capital Advisors LLC acted as financial advisor to Artivion in connection with the exchange transactions.

The Shares issued in the exchanges have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and such other jurisdictions. This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements
Statements made in this press release that look forward in time, including those relating to closing of the exchange transactions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the views of management at the time such statements are made and are subject to a number of risks, uncertainties, estimates and assumptions that may cause actual results to differ materially from current expectations, including, but not limited to, the risk factors detailed in our Securities and Exchange Commission filings, including our Form 10-K for the year ended December 31, 2024, and our Form 10-Q for the quarter ended March 31, 2025. Artivion does not undertake to update its forward-looking statements, whether as a result of new information, future events, or otherwise.

About Artivion, Inc.
Headquartered in suburban Atlanta, Georgia, Artivion, Inc. is a medical device company focused on developing simple, elegant solutions that address cardiac and vascular surgeons' most difficult challenges in treating patients with aortic diseases. Artivion's four major groups of products include: aortic stent grafts, surgical sealants, On-X mechanical heart valves, and implantable cardiac and vascular human tissues. Artivion markets and sells products in more than 100 countries worldwide. For additional information about Artivion, visit our website, www.Artivion.com.

Contacts:

Artivion										Gilmartin Group LLC
Lance A. Berry										Brian Johnston / Laine Morgan
Executive Vice President &										Phone: 332-895-3222
Chief Financial Officer										investors@artivion.com
Phone: 770-419-3355

 

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SOURCE Artivion, Inc.

FAQ

What is the value of Artivion's convertible notes exchange transaction?

Artivion exchanged $99.54 million in principal amount of its 4.250% Convertible Notes due 2025 for 4,334,347 shares of common stock, plus a $1.7 million cash payment for accrued interest.

How many shares did AORT issue in the convertible notes exchange?

Artivion issued 4,334,347 shares of common stock in exchange for the convertible notes.

How much of Artivion's 2025 convertible notes remain outstanding?

Following the exchange transactions, approximately $0.46 million in aggregate principal amount of the Notes remained outstanding.

What is the impact of AORT's convertible notes exchange on its financial position?

The exchange significantly strengthens Artivion's financial position by reducing leverage ratios and enhancing balance sheet flexibility through the elimination of nearly all outstanding convertible debt.

Who was the financial advisor for Artivion's convertible notes exchange?

J. Wood Capital Advisors LLC acted as financial advisor to Artivion for the exchange transactions.