Integer Holdings Corporation Announces Conversion Period for 2.125% Convertible Senior Notes due 2028

Rhea-AI Summary

Integer Holdings (NYSE: ITGR) has announced that holders of its 2.125% Convertible Senior Notes due 2028 can convert their notes from January 1, 2025, through March 31, 2025. The conversion opportunity arose because the company's stock price exceeded 130% of the conversion price for at least 20 trading days within a 30-day trading period ending December 31, 2024.

The notes are convertible at a rate of 11.4681 shares of common stock per $1,000 principal amount, equivalent to a conversion price of approximately $87.20 per share. Upon conversion, holders will receive cash up to the principal amount, and either cash, shares, or a combination thereof for any remaining conversion value, at Integer's discretion.

Positive

• Stock price performance triggered conversion option, indicating strong market performance
• Flexibility in settlement method (cash, shares, or combination) provides financial management options

Negative

• Potential dilution if company chooses to settle conversions with shares
• Conversion could increase cash obligations if settled in cash

Insights

Financial Analyst

The convertibility trigger of Integer Holdings' $87.20 conversion price notes represents a significant development, particularly given the stock's strong performance. The conversion option activation indicates the stock has consistently traded above $113.36 (130% of the conversion price) during the specified period, demonstrating robust market confidence in Integer's business model.

The 2.125% notes' conversion feature provides flexibility for both noteholders and the company. For noteholders, the option to convert at 11.4681 shares per $1,000 principal could be attractive if they believe in Integer's continued growth potential. From Integer's perspective, the conversion mechanism allowing cash payment up to principal amount helps manage dilution while maintaining financial flexibility.

The medical device CDMO sector's positive outlook and Integer's market position suggest this conversion period could see significant activity, potentially impacting the company's capital structure and share price dynamics in the near term.

Market Research Analyst

The conversion announcement reveals important market dynamics beyond the technical details. Integer's stock performance exceeding 130% of the conversion price threshold reflects strong investor confidence in the medical device contract manufacturing sector. This comes amid increasing outsourcing trends in medical device manufacturing and Integer's strategic positioning in this growing market.

The timing of this conversion period (Q1 2025) coincides with typically strong capital markets activity, which could influence conversion decisions. With Integer's current market cap of $4.4 billion, any significant conversion activity could impact trading patterns and institutional positioning. The flexible settlement terms (cash/shares/combination) provide Integer with strategic optionality in managing its capital structure while maintaining growth investment capability.

PLANO, Texas, Jan. 02, 2025 (GLOBE NEWSWIRE) -- Integer Holdings Corporation (NYSE: ITGR) (“Integer” or the “Company”), a leading medical device contract development and manufacturing organization, today notified holders of its 2.125% Convertible Senior Notes due 2028 (the “Notes”) that the Notes are convertible, at the option of the holders (the “Conversion Option”) beginning on January 1, 2025, and ending at the close of business on March 31, 2025. The Notes are convertible into cash, up to the principal amount of the Notes, and in cash, shares of the Company’s common stock or a combination thereof, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted. Any determination regarding the convertibility of the Notes during future periods will be made in accordance with the terms of the Indenture governing the Notes.

The Notes became convertible because the last reported sale price of shares of the Company’s common stock, for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the calendar quarter ended December 31, 2024, was greater than 130% of the conversion price in effect on each applicable trading day.

The Notes are convertible at a conversion rate of 11.4681 shares of common stock per $1,000 principal amount of Notes, which is equivalent to a conversion price of approximately $87.20 per share of common stock.

The Company has issued a notice to holders with respect to the Conversion Option specifying the applicable terms, conditions and procedures. The notice is available through The Depository Trust Company or by requesting a copy from Wilmington Trust, National Association, which is serving as the conversion agent, at:

Wilmington Trust, National Association
1310 Silas Deane Highway
Wethersfield, CT 06109
Attn: Integer Holdings Corporation Notes Administrator

None of the Company, its Board of Directors or its employees has made or is making any representation or recommendation to any holder as to whether to exercise or refrain from exercising the Conversion Option.

This press release is not an offer to sell, nor a solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Integer^®

Integer Holdings Corporation (NYSE: ITGR) is one of the largest medical device contract development and manufacturing organizations (CDMO) in the world, serving the cardiac rhythm management, neuromodulation, and cardio and vascular markets. As a strategic partner of choice to medical device companies and OEMs, the Company is committed to enhancing the lives of patients worldwide by providing innovative, high-quality products and solutions. The Company's brands include Greatbatch Medical^® and Lake Region Medical^®. Additional information is available at www.integer.net.

Investor Relations:	Media Relations:
Andrew Senn	Kelly Butler
andrew.senn@integer.net	kelly.butler@integer.net
763.951.8312	469.731.6617

FAQ

What is the conversion rate for Integer Holdings (ITGR) 2028 convertible notes?

The notes are convertible at 11.4681 shares of common stock per $1,000 principal amount, equivalent to a conversion price of $87.20 per share.

When can ITGR convertible note holders exercise their conversion rights?

Note holders can convert their notes from January 1, 2025, through March 31, 2025.

Why did Integer Holdings (ITGR) convertible notes become eligible for conversion?

The notes became convertible because ITGR's stock price exceeded 130% of the conversion price for at least 20 trading days within a 30-day trading period ending December 31, 2024.

How will Integer Holdings (ITGR) settle the convertible notes conversion?

Integer will settle conversions in cash up to the principal amount, and either cash, shares, or a combination for any remaining conversion value, at the company's discretion.