Teleflex (NYSE: TFX) to issue $500.0M 5.875% notes to refinance 2027 debt
Rhea-AI Filing Summary
Teleflex Incorporated is issuing a private offering of $500.0 million aggregate principal amount of 5.875% Senior Notes due 2032, priced at 100.000%. The sale is expected to close on June 15, 2026, subject to customary conditions. Teleflex intends to use the net proceeds, together with cash on hand, to redeem all of its outstanding 4.625% Senior Notes due 2027. The new Notes will be guaranteed by certain wholly-owned domestic subsidiaries and will be offered only to qualified institutional buyers under Rule 144A and to certain non‑U.S. investors under Regulation S. The Notes and related guarantees are not registered under the Securities Act and may not be sold in the United States without registration or an applicable exemption.
Positive
- None.
Negative
- None.
Insights
Teleflex refinances 2027 debt with new 2032 senior notes.
Teleflex plans to issue $500.0 million of 5.875% Senior Notes due 2032, with proceeds and cash on hand earmarked to redeem existing 4.625% Senior Notes due 2027. This extends debt maturity from 2027 to 2032 at a higher coupon.
The Notes are offered privately to qualified institutional buyers under Rule 144A and to certain non‑U.S. investors under Regulation S, with guarantees from specified wholly-owned domestic subsidiaries. Actual impact on leverage and interest expense will depend on the full capital structure, which is not detailed in this excerpt.
The transaction’s completion, planned for June 15, 2026, remains subject to customary closing conditions and redemption execution for the 2027 Notes. Future filings may describe the final redemption terms and any related charges or accounting effects.
8-K Event Classification
Key Figures
Key Terms
Senior Notes financial
Rule 144A regulatory
Regulation S regulatory
qualified institutional buyers financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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 |
Name of each 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 8.01. | Other Events. |
On June 1, 2026, Teleflex Incorporated (the “Company”) announced that it priced its private offering of $500.0 million aggregate principal amount of its 5.875% Senior Notes due 2032 (the “Notes”). The Company intends to use the net proceeds from the offering, together with cash on hand, to redeem all of its outstanding 4.625% Senior Notes due 2027 (the “2027 Notes”). A copy of the press release announcing the pricing of the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The offering is expected to close on or about June 15, 2026, subject to customary closing conditions.
The offering of the Notes will be made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in the United States only to investors who are reasonably believed to be “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act, or to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Current Report on Form 8-K is not an offer to purchase or a solicitation of an offer to purchase, nor does it constitute a notice of redemption with respect to, the 2027 Notes.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press release, dated June 1, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document | |
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 1, 2026
| TELEFLEX INCORPORATED | ||
| By: | /s/ Daniel V. Logue | |
| Name: | Daniel V. Logue | |
| Title: | Corporate Vice President, General Counsel and Secretary | |
Exhibit 99.1
| Contact: | Lawrence Keusch | |
| Vice President, Investor Relations and Strategy Development | ||
| 610-948-2836 |
FOR IMMEDIATE RELEASE
TELEFLEX INCORPORATED ANNOUNCES PRICING OF $500 MILLION SENIOR NOTES OFFERING
WAYNE, Pa. — June 1, 2026 – Teleflex Incorporated (NYSE: TFX) (“Teleflex”) announced today that it priced its private offering of $500.0 million aggregate principal amount of 5.875% senior notes due 2032 (the “Notes”) at an issue price of 100.000%. The sale of the Notes is expected to close on June 15, 2026, subject to customary closing conditions.
The Notes will be guaranteed by each of Teleflex’s existing and future wholly-owned domestic subsidiaries that is a guarantor or other obligor under its credit agreement and certain other indebtedness.
Teleflex intends to use the net proceeds from the offering, together with cash on hand, to redeem all of its outstanding 4.625% Senior Notes due 2027 (the “2027 Notes”).
The offering of the Notes will be made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in the United States only to investors who are reasonably believed to be “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act, or to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is not an offer to purchase or a solicitation of an offer to sell with respect to the 2027 Notes
ABOUT TELEFLEX INCORPORATED
Teleflex is a global provider of medical technologies designed to improve the health and quality of people’s lives. Teleflex is the home of Arrow®, Barrigel®, Deknatel®, LMA®, Pilling®, QuikClot®, Rusch®, UroLift®, and Weck® - trusted brands united by a common sense of purpose.
CAUTION CONCERNING FORWARD-LOOKING INFORMATION
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements about the completion of the offering of the Notes, the anticipated use of the net proceeds from the offering and the redemption of the outstanding 2027 Notes. Any forward-looking statements contained herein are based on our management’s current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in circumstances, which may cause actual results or company actions to differ materially from what is expressed or implied by these statements. These risks and uncertainties are identified and described in more detail in our filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K filed with the SEC on February 27, 2026 and our Quarterly Report on Form 10-Q filed with the SEC on May 7, 2026, which can be obtained on the SEC’s website at http://www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statements, except as otherwise specifically stated by us or as required by law or regulation.