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 now convert their notes from April 1, 2025, to June 30, 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 March 31, 2025.

The notes are convertible into cash up to the principal amount, and the remainder can be settled in cash, shares, or a combination thereof at Integer's discretion. The conversion rate is set at 11.4681 shares of common stock per $1,000 principal amount, equivalent to a conversion price of approximately $87.20 per share.

Positive

• Stock price performance strong enough to trigger conversion option
• Flexibility in settlement method for conversion value above principal amount

Negative

• Potential dilution if company chooses to settle excess conversion value in shares
• Increased cash obligations for note conversion settlements

Insights

Financial Markets Analyst

Integer Holdings' announcement that its 2.125% Convertible Senior Notes due 2028 are now convertible represents a technical financial development triggered by the company's strong stock performance. With Integer shares trading at $118.56 compared to the conversion price of $87.20 (a 36% premium), noteholders now have a financially attractive opportunity to convert during this window.

The conversion mechanism is structured to limit potential dilution, as Integer will pay cash up to the principal amount of any converted notes, with only the excess value potentially settled in shares. This provides the company flexibility in managing its capital structure while potentially reducing debt.

The convertibility was triggered because Integer's stock price exceeded 130% of the conversion price for at least 20 out of 30 consecutive trading days, indicating sustained positive market sentiment toward the company. This strong stock performance is particularly notable for a medical device contract development and manufacturing organization.

While the announcement doesn't specify the total principal amount of the notes outstanding, if significant conversion occurs, it could strengthen Integer's balance sheet by reducing debt obligations, albeit with some potential dilution depending on how many noteholders exercise their conversion rights and how Integer elects to settle the excess conversion value.

PLANO, Texas, April 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 April 1, 2025, and ending at the close of business on June 30, 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 March 31, 2025, 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:
Kristen Stewart	Kelly Butler
kristen.stewart@integer.net	kelly.butler@integer.net
551.337.3973	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 $87.20 per share.

When can holders convert Integer Holdings' (ITGR) 2028 convertible notes?

The conversion period runs from April 1, 2025, to June 30, 2025.

Why did Integer Holdings (ITGR) announce the convertibility of its 2028 notes?

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 period ending March 31, 2025.

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

The principal amount will be paid in cash, while any excess conversion value can be settled in cash, shares, or a combination, at Integer's discretion.