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  4. [8-K] TELEFLEX INC Reports Material Event

Teleflex (NYSE: TFX) sells $500M 5.875% senior notes due 2032

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Teleflex Incorporated entered into a material financing agreement by issuing $500,000,000 aggregate principal amount of 5.875% senior notes due January 15, 2032. The notes pay interest semi-annually on January 15 and July 15, starting January 15, 2027, and are unsecured senior obligations guaranteed by certain wholly-owned domestic subsidiaries.

The notes rank pari passu with Teleflex’s existing senior debt and are effectively subordinated to secured borrowings under its credit agreement. Teleflex may redeem the notes before and after January 15, 2029 at specified premiums, including an equity-offering-related call on up to 40% of the principal. A change of control coupled with a ratings downgrade requires Teleflex to offer to repurchase the notes at 101% of principal plus accrued interest.

Positive

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Negative

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Insights

Teleflex adds $500M in fixed-rate senior debt with flexible call and change-of-control protections.

Teleflex has issued $500,000,000 of 5.875% senior notes due 2032, locking in a long-dated, fixed-rate funding source. The notes are unsecured but guaranteed by key domestic subsidiaries that also support obligations under the company’s credit agreement.

The new notes sit pari passu with existing senior unsecured bonds and behind secured bank debt to the extent of pledged collateral. Optional redemption terms, including make-whole and step-down call prices, and a 40% equity claw at 105.875%, give Teleflex flexibility to refinance if conditions improve.

The change-of-control triggering event requires a repurchase offer at 101% of principal plus accrued interest if certain ownership changes coincide with a ratings downgrade. Subsequent filings may provide more detail on how this incremental debt interacts with Teleflex’s broader leverage and liquidity profile.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior notes issued $500,000,000 principal 5.875% senior notes due January 15, 2032
Coupon rate 5.875% per year Interest on senior notes, paid semi-annually
Maturity date January 15, 2032 Final maturity of the senior notes
First interest payment January 15, 2027 Semi-annual payments start on this date
2029 call price 102.938% of principal Optional redemption price beginning January 15, 2029
2030 call price 101.469% of principal Optional redemption price beginning January 15, 2030
Equity offering call 105.875% of principal Up to 40% of notes before January 15, 2029
Change-of-control put 101% of principal Repurchase offer on change of control with downgrade
senior notes financial
"issued $500,000,000 aggregate principal amount of 5.875% senior notes due January 2032"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Indenture financial
"pursuant to an indenture, dated as of June 15, 2026 (the “Indenture”)"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
pari passu financial
"rank pari passu in right of payment with all of the Company’s and the Guarantors’ existing and future senior obligations"
An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.
change of control financial
"If the Company experiences certain change of control events coupled with a downgrade in the ratings of the Notes"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
events of default financial
"The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
guarantees financial
"The obligations under the Notes are, and will be, fully and unconditionally guaranteed, jointly and severally"
A guarantee is a formal promise by one party to back another party’s obligation, such as a loan, payment, or contractual duty; if the primary party fails, the guarantor must fulfill the obligation. For investors, guarantees act like a safety net that can reduce the risk of loss but depend on the guarantor’s financial strength—if the guarantor is weak, the protection may be limited.
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Understanding 8-K Material Events →
TELEFLEX INC false 0000096943 0000096943 2026-06-15 2026-06-15
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2026

 

 

Teleflex Incorporated

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   1-5353   23-1147939

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

550 E. Swedesford Rd, Suite 400  
Wayne, PA   19087
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (610) 255-6800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, par value $1.00 per share   TFX   New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01 Entry into a Material Definitive Agreement

On June 15, 2026, Teleflex Incorporated (the “Company”) issued $500,000,000 aggregate principal amount of 5.875% senior notes due January 2032 (the “Notes”), pursuant to an indenture, dated as of June 15, 2026 (the “Indenture”), among the Company, the guarantors party thereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The Notes pay interest semi-annually on January 15 and July 15, commencing on January 15, 2027, at a rate of 5.875% per year, and mature on January 15, 2032.

Ranking

The Notes and the guarantees thereof are the Company’s and the Guarantors’ general unsecured senior obligations and rank pari passu in right of payment with all of the Company’s and the Guarantors’ existing and future senior obligations, including the Company’s 4.25% senior notes due 2028, and senior in right of payment to any of the Company’s and the Guarantors’ future subordinated indebtedness. The Notes and the guarantees thereof are effectively subordinated to the Company’s and the Guarantors’ existing and future secured indebtedness, including all outstanding term loans and revolver borrowings under the Company’s credit agreement, to the extent of the value of the assets securing such indebtedness. The Notes and the guarantees are structurally subordinated to all existing and future indebtedness and other claims and liabilities, including preferred stock, of the Company’s subsidiaries that do not guarantee the Notes.

Guarantees

The obligations under the Notes are, and will be, fully and unconditionally guaranteed, jointly and severally, by each of the Company’s existing and future wholly-owned domestic subsidiaries that is a guarantor or other obligor under the Company’s credit agreement and certain other indebtedness, as further specified in the Indenture.

Optional Redemption

At any time prior to January 15, 2029, the Company may on any one or more occasions redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the greater of (1) 1.0% of the principal amount of the Notes and (2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such note at January 15, 2029 (as set forth in the table appearing below), plus (ii) all required interest payments due on the Notes through January 15, 2029 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the treasury rate as of such redemption date plus 50 basis points; over (b) the then outstanding principal amount of the Notes (as of, and plus accrued and unpaid interest, if any, to, the date of redemption), subject to the rights of holders of the notes on the relevant record date to receive interest due on the relevant interest payment date.

On or after January 15, 2029, the Company may on any one or more occasions redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on January 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date:

 

Year

    Percentage  

2029

      102.938 % 

2030

      101.469 % 

2031 and thereafter

      100.000 % 

In addition, at any time prior to January 15, 2029, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture (including any additional notes) at a redemption price equal to 105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon, if any, to the applicable redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more

equity offerings; provided, that, at least 60% of the aggregate principal amount of Notes originally issued under the indenture (excluding notes held by the Company and its subsidiaries) remains outstanding immediately after the occurrence of such redemption; provided further that each such redemption occurs within 120 days of the date of closing of each such equity offering.

Change of Control Triggering Event

If the Company experiences certain change of control events coupled with a downgrade in the ratings of the Notes, the Company must offer to repurchase the Notes at a repurchase price equal to 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the applicable repurchase date.

Covenants

The Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its subsidiaries to:

 

  •  

create certain liens;

 

  •  

enter into sale leaseback transactions; and

 

  •  

merge, consolidate, sell or otherwise dispose of all or substantially all of the Company’s assets.

Events of Default

The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.

* * *

The foregoing description of the Indenture, the Notes and the guarantees is qualified in its entirety by reference to the actual terms of the Indenture and the Notes, copies of which are attached as Exhibits 4.1 and 4.2 hereto and are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

4.1    Indenture, dated June 15, 2026, by and among Teleflex Incorporated, the guarantors named therein and U.S. Bank Trust Company, National Association
4.2    Form of 5.875% Senior Notes due January 2032 (included in Exhibit 4.1)
104    The Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 15, 2026

 

TELEFLEX INCORPORATED
By:  

/s/ Daniel V. Logue

Name: Daniel V. Logue
Title: Corporate Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What type of debt did Teleflex (TFX) issue in June 2026?

Teleflex issued $500,000,000 of 5.875% senior notes due January 15, 2032. These unsecured senior obligations are guaranteed by certain wholly-owned domestic subsidiaries that also support the company’s credit agreement and specified other indebtedness.

What is the interest rate and payment schedule on Teleflex (TFX) 2032 notes?

The notes carry a fixed interest rate of 5.875% per year, paid semi-annually. Interest payments are due on January 15 and July 15, starting January 15, 2027, until the notes mature in 2032 or are redeemed earlier.

When do Teleflex (TFX) 5.875% senior notes mature and how are they ranked?

The notes mature on January 15, 2032 and are general unsecured senior obligations. They rank pari passu with Teleflex’s existing and future senior debt and are effectively subordinated to secured indebtedness to the extent of the collateral’s value.

What are the optional redemption terms for Teleflex (TFX) 2032 notes?

Before January 15, 2029, Teleflex may redeem notes at a make-whole price plus a 1% floor. From 2029 onward, call prices step down from 102.938% to par, with a separate 40% equity-offering redemption at 105.875% before 2029.

What happens to Teleflex (TFX) notes if there is a change of control?

If specified change of control events occur and the notes’ ratings are downgraded, Teleflex must offer to repurchase the notes. The required repurchase price is 101% of principal plus any accrued and unpaid interest to the repurchase date.

Which subsidiaries guarantee Teleflex (TFX) 5.875% senior notes due 2032?

The notes are fully and unconditionally guaranteed, jointly and severally, by each existing and future wholly-owned domestic subsidiary that is a guarantor or obligor under Teleflex’s credit agreement and certain other indebtedness, as detailed in the indenture.

Filing Exhibits & Attachments

4 documents

Other Documents