[8-K] TELEFLEX INC Reports Material Event
Rhea-AI Filing Summary
Teleflex Incorporated plans a private offering of $500.0 million in senior notes due 2032. The company expects to use the net proceeds, together with cash on hand, to redeem all outstanding 4.625% senior notes due 2027, shifting its debt maturity profile.
Teleflex is also sharing with prospective note investors detailed non‑GAAP metrics, including Adjusted EBITDA, Adjusted Proforma EBITDA, Free Cash Flow and a capitalization table as of March 31, 2026. These figures illustrate leverage, cash generation and pro forma performance, but are presented as illustrative and not indicative of future results.
Positive
- None.
Negative
- None.
Insights
Teleflex is refinancing near-term notes with a new $500M 2032 issue.
Teleflex intends to issue $500.0 million of senior notes due 2032 and use the proceeds, plus cash, to redeem its 4.625% senior notes due 2027. This extends maturities and maintains access to long‑term debt markets through a Rule 144A/Reg S private placement.
The filing includes extensive non‑GAAP disclosures, with $530.851 million Adjusted EBITDA and $650.691 million Total Adjusted Proforma EBITDA for 2025 from continuing operations, and a capitalization table showing total indebtedness of $2.62475 billion as of March 31, 2026. These data points frame leverage for potential note buyers.
Because the new notes replace existing 2027 notes, the overall debt load changes less than headline issuance suggests. Actual impact on interest expense and leverage will depend on the final coupon and completion of the redemption, both described as subject to market and other conditions in the offering announcement.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01. | Regulation FD Disclosure. |
In connection with the proposed offering of Notes described in Item 8.01 below, Teleflex Incorporated (the “Company”) is providing potential investors with a preliminary offering memorandum, dated June 1, 2026 (the “Preliminary Offering Memorandum”). The Preliminary Offering Memorandum contains certain financial information not previously publicly disclosed by the Company, including unaudited Adjusted EBITDA and unaudited Adjusted proforma EBITDA and capitalization metrics. The financial information is provided for illustrative and informational purposes only and does not purport to represent what the Company’s actual consolidated results of operations, financial position or capitalization would have been had the applicable transactions and adjustments occurred on the dates assumed, nor is it necessarily indicative of future results of operations, financial position or capitalization for any future period or as of any future date. Actual results may differ significantly from those reflected. This information is included in Exhibit 99.2 attached to this Current Report on Form 8-K , and incorporated herein by reference to be furnished as part of this Regulation FD Disclosure under Item 7.01.
| Item 8.01. | Other Events. |
On June 1, 2026, the Company announced that it intends to offer $500.0 million aggregate principal amount of 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 offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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.
Forward-Looking Statements
This report may contain statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, the statements about the proposed offering of the Notes, our intention to issue the Notes, the expected use of proceeds, the Biotronik VI acquisition and the Strategic Divestitures. Such statements are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect our future financial position and operating results. The terms such as “will,” “may,” “could,” “would,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “project,” “target,” and similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and may differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties related to the Company include factors detailed in the reports the Company files with the Securities and Exchange Commission, including those described under “Risk Factors” in its most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. It is not possible to foresee or identify all such factors and we make no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press release, dated June 1, 2026. | |
| 99.2 | Excerpts from Preliminary Offering Memorandum | |
| 104 | Cover Page Interactive Data File (embed within 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 PRIVATE OFFERING OF $500 MILLION OF SENIOR NOTES DUE 2032
WAYNE, Pa. — June 1, 2026 – Teleflex Incorporated (NYSE: TFX) (“Teleflex”) announced today the commencement of a private offering of $500.0 million aggregate principal amount of senior notes due 2032 (the “Notes”), subject to market and other conditions. The interest rate and other terms of the Notes will be determined at pricing.
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 terms of and 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.
Exhibit 99.2
The following information was included in the preliminary offering memorandum.
Adjusted EBITDA and Adjusted Proforma EBITDA
The following information is provided for illustrative purposes and does not purport to represent what the actual consolidated results of operations of Teleflex Incorporated (the “Company”) would have been had the respective transactions and adjustments occurred on the date assumed or any other date, nor is it necessarily indicative of the Company’s future results of operations for any future period or as of any future date. Actual results may differ significantly from those reflected.
Adjusted EBITDA represents net income before interest expense, provision for income taxes, depreciation and amortization, as further adjusted to exclude unusual items and other adjustments (including the pro forma effect of certain acquisitions) that are required or permitted in determining our ability to engage in certain activities, such as incurring additional debt and incurring liens and engaging in certain sale and lease back transactions under the indenture that governs the 4.25% Senior Notes due 2028 and the indenture that will govern the notes offered hereby. Adjusted Proforma EBITDA represents Adjusted EBITDA with certain adjustments for the Biotronik VI acquisition and transition services in connection with the Strategic Divestitures. The amounts presented for Adjusted EBITDA and Adjusted Proforma EBITDA are calculated under the definition of Consolidated EBITDA that will govern the notes offered hereby. The amounts presented for Adjusted EBITDA and Adjusted Proforma EBITDA differ from the amounts calculated under the definition of Consolidated EBITDA used in our credit agreement dated May 26, 2026 among the Company, as borrower, the various loan parties, as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and lender, and the various lender parties party thereto (the “Credit Agreement”) as a result of differences in certain adjustments.
We believe that the presentation of Adjusted EBITDA and Adjusted Proforma EBITDA is appropriate to provide additional information to investors about certain non-cash items, unusual items that we do not expect to continue at the same level in the future, or other items that we do not believe to be reflective of our ongoing operating performance.
Adjusted EBITDA and Adjusted Proforma EBITDA are not measurements of operating performance computed in accordance with accounting principles generally accepted in the United States (“GAAP”) and should not be considered a substitute for income from continuing operations, net income or cash flows from operating activities of continuing operations computed in accordance with GAAP. Adjusted EBITDA and Adjusted Proforma EBITDA have limitations as an analytical tool. Some of the limitations are:
| • | Adjusted EBITDA and Adjusted Proforma EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; |
| • | Adjusted EBITDA and Adjusted Proforma EBITDA do not reflect changes in, or cash requirements for, our working capital needs; |
| • | Adjusted EBITDA and Adjusted Proforma EBITDA do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt; |
| • | although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA and Adjusted Proforma EBITDA do not reflect any cash requirements for such replacements; and |
| • | other companies in our industry may calculate Adjusted EBITDA and Adjusted Proforma EBITDA differently than we do, limiting its usefulness as a comparative measure. |
Because of these limitations, Adjusted EBITDA and Adjusted Proforma EBITDA should not be considered measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA and Adjusted Proforma EBITDA only supplementally. We further believe that our presentation of these GAAP and non-GAAP financial measurements provide information that is useful to investors because they are important indicators of the strength of our operations and the performance of our core business.
A reconciliation of net income (loss) to Adjusted EBITDA and Adjusted Proforma EBITDA is provided below:
| Years ended December 31, | Three months ended | Twelve months ended |
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| (dollars in thousands) | 2025 | 2024 | 2023 | March 31, 2026 |
March 30, 2025 |
March 31, 2026 |
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| Net (loss) income |
$ | (905,640 | ) | $ | 69,675 | $ | 356,328 | $ | (8,154 | ) | $ | 95,002 | $ | (1,008,796 | ) | |||||||||
| (Loss) income from discontinued operations, net of tax |
(964,170 | ) | 12,484 | 212,811 | (3,316 | ) | 42,668 | (1,010,154 | ) | |||||||||||||||
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| Income (loss) from continuing operations |
58,530 | 57,191 | 143,517 | (4,838 | ) | 52,334 | 1,358 | |||||||||||||||||
| (Benefit) taxes on income (loss) from continuing operations |
(33,977 | ) | (30,901 | ) | 41,873 | 1,011 | 6,417 | (39,383 | ) | |||||||||||||||
| Interest expense |
100,223 | 83,513 | 85,014 | 25,718 | 18,537 | 107,404 | ||||||||||||||||||
| Depreciation and amortization |
177,738 | 161,534 | 148,105 | 53,743 | 38,620 | 192,861 | ||||||||||||||||||
| Restructuring, restructuring-related charges and asset impairments(a) |
170,661 | 31,958 | 18,811 | 34,955 | 7,962 | 197,654 | ||||||||||||||||||
| Non-cash stock based compensation |
25,695 | 25,960 | 27,301 | 6,742 | 6,630 | 25,807 | ||||||||||||||||||
| Pension termination settlement charge(b) |
— | 139,626 | 45,483 | — | — | — | ||||||||||||||||||
| Acquisition costs and adjustments(c) |
102,591 | 18,028 | (26,422 | ) | 6,086 | 2,536 | 106,141 | |||||||||||||||||
| Foreign currency (gains) losses |
(68,490 | ) | (2,115 | ) | 6,737 | (1,420 | ) | (15,397 | ) | (54,513 | ) | |||||||||||||
| Other non-recurring items |
(2,120 | ) | (10,440 | ) | (15,447 | ) | (929 | ) | (2,358 | ) | (691 | ) | ||||||||||||
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| Adjusted EBITDA |
$ | 530,851 | $ | 474,354 | $ | 474,972 | $ | 121,068 | $ | 115,281 | $ | 536,638 | ||||||||||||
| Proforma EBITDA adjustment for Biotronik VI acquisition(d) |
28,841 | — | — | — | 16,496 | 12,345 | ||||||||||||||||||
| Proforma EBITDA adjustment for OEM Transition Services(e) |
14,204 | 14,204 | 14,204 | 3,551 | 3,551 | 14,204 | ||||||||||||||||||
| Proforma EBITDA adjustment for Acute Care/IU Transition Services(e) |
76,795 | 76,795 | 76,795 | 19,199 | 19,199 | 76,795 | ||||||||||||||||||
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| Total Adjusted Proforma EBITDA |
$ | 650,691 | $ | 565,353 | $ | 565,971 | $ | 143,818 | $ | 154,527 | $ | 639,982 | ||||||||||||
| (a) | Includes employee termination benefits, facility closure and other exit costs, contract termination costs and other costs including accelerated depreciation, project management and other regulatory costs directly related to the restructuring plans, as well as asset impairments and acquisition integration costs. |
| (b) | These adjustments represent charges associated with the planned termination of the Teleflex incorporated retirement income plan, a frozen United States defined benefit pension plan, and related direct incremental expenses including certain charges stemming from the liquidation of surplus plan assets. |
| (c) | Includes third party costs related to acquisitions, expense/benefit resulting from the revaluation of acquisition-related contingent consideration obligations and the amortization of the step-up in the carrying value of acquired inventory to estimated fair value at the acquisition date. |
| (d) | Adjustment gives effect to our acquisition of the Biotronik VI business as if it had occurred on the first day of the respective financial periods for which the adjustment was made. The pro forma information is presented for informational purposes only and is not necessarily indicative of the historical results that would have occurred under our ownership and management, nor the results that may be obtained in the future. For further information on the Biotronik VI acquisition see Note 4 to our annual consolidated financial statements. |
| (e) | These adjustments give effect to transition services agreements and other arrangements related to the previously announced strategic divestitures (the “Strategic Divestitures”) as if they had commenced on the first day of each of the periods presented. The transition services agreements and other arrangements provide the framework under which certain commercial, manufacturing and administrative activities will be provided between the parties in connection with the transition of the businesses to the respective buyers following the closing date of the transactions. The estimates were calculated at a point in time based on the most recent available information. Although the material terms of these agreements have been substantially determined, they remain subject to finalization and execution. We expect to execute these agreements at the close of each transaction. These estimates were calculated at a point in time and are shown in all periods presented for comparative purposes. The estimates may not be indicative of the actual amounts that would have been recognized in each of the periods presented. For quarterly periods, the adjustments reflect annual estimates divided by four. |
The presentation of Adjusted EBITDA and Adjusted Proforma EBITDA above is shown on a continuing operations basis. As a supplement to this information, Adjusted EBITDA and Adjusted Pro Forma EBITDA for the year ended December 31, 2025, as shown below, is presented on a consolidated, total company basis, including the results of the discontinued operations that we expect to divest as part of the Strategic Divestitures. Accordingly, the adjustments related to the OEM and Acute Care/IU Transition Services are not included in the Adjusted Proforma EBITDA shown below as we only expect to recognize these amounts in connections with the Strategic Divestitures. Adjusted EBITDA and Adjusted Pro Forma EBITDA on a consolidated, total company basis for the year ended December 31, 2025, are being presented solely as supplemental historical information. There can be no assurances that the information would be similar for any other period, if the Strategic Divestitures do not occur. Because of these limitations, you should carefully consider this presentation of Adjusted EBITDA and Adjusted Proforma EBITDA on a consolidated, total company basis for the year ended December 31, 2025, as shown below, only in light of our financial and other disclosures on a continuing operations basis.
| Year ended December 31, |
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| (dollars in thousands) | 2025 | |||
| Net loss |
$ | (905,640 | ) | |
| (Loss) Income from discontinued operations, net of tax |
(383 | ) | ||
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| Loss from continuing operations |
(905,257 | ) | ||
| Tax benefit from continuing operations |
(166,871 | ) | ||
| Interest expense |
100,248 | |||
| Depreciation and amortization |
292,554 | |||
| Restructuring, restructuring-related charges and asset impairments(a) |
1,456,716 | |||
| Non-cash stock based compensation |
30,891 | |||
| Acquisition costs and adjustments(b) |
105,272 | |||
| Separation costs (c) |
72,058 | |||
| Foreign currency (gains) losses |
(72,248 | ) | ||
| Other non-recurring items |
(7,137 | ) | ||
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| Adjusted EBITDA |
$ | 906,226 | ||
| Proforma EBITDA adjustment for Biotronik VI acquisition(d) |
28,841 | |||
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| Total Adjusted Proforma EBITDA |
$ | 935,067 | ||
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| (a) | Includes employee termination benefits, facility closure and other exit costs, contract termination costs and other costs including accelerated depreciation, project management and other regulatory costs directly related to the restructuring plans, as well as asset impairments and acquisition integration costs. |
| (b) | Includes third party costs related to acquisitions, expense/benefit resulting from the revaluation of acquisition-related contingent consideration obligations and the amortization of the step-up in the carrying value of acquired inventory to estimated fair value at the acquisition date. |
| (c) | These are expenses related to the Strategic Divestitures, including activities to prepare the businesses for divestiture and maintain continuity through the separation process. |
| (d) | Adjustment gives effect to our acquisition of the Biotronik VI business as if it had occurred on the first day of the respective financial periods for which the adjustment was made. The pro forma information is presented for informational purposes only and is not necessarily indicative of the historical results that would have occurred under our ownership and management, nor the results that may be obtained in the future. For further information on the Biotronik VI acquisition see Note 4 to our annual consolidated financial statements. |
Free Cash Flow
Free Cash Flow is calculated by subtracting capital expenditures from cash provided by operating activities from continuing operations. Free Cash Flow is a non-GAAP financial measure. This financial measure is used in addition to and in conjunction with results presented in accordance with GAAP, and should not be considered a substitute for net cash provided by operating activities from continuing operations, the most comparable GAAP financial measure. Management believes that Free Cash Flow is a useful measure to investors because it facilitates an assessment of funds available to satisfy current and future obligations, pay dividends and fund acquisitions. We also use this financial measure for internal managerial purposes and to evaluate period-to-period comparisons. Free Cash Flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations, such as debt service, that are not deducted from the measure. We strongly encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. The following is a reconciliation of Free Cash Flow to the most comparable GAAP measure.
| Years ended December 31, | Three months ended | Twelve months ended |
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| (dollars in thousands) | 2025 | 2024 | 2023 | March 31, 2026 |
March 30, 2025 |
March 31, 2026 |
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| Net cash provided by operating activities from continuing operations |
$ | 96,682 | $ | 301,882 | $ | 206,138 | $ | 46,662 | $ | 27,724 | $ | 115,620 | ||||||||||||
| Less: Capital expenditures |
95,236 | 90,437 | 46,421 | 18,791 | 24,132 | 89,895 | ||||||||||||||||||
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| Free Cash Flow |
$ | 1,446 | $ | 211,445 | $ | 159,717 | $ | 27,871 | $ | 3,592 | $ | 25,725 | ||||||||||||
Capitalization
The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2026:
| • | on an actual basis; |
| • | on an adjusted basis after giving effect to the notes offering and our credit facilities refinancing (the “Financing Transactions”); and |
| • | on an as further adjusted for the Strategic Divestitures and the use of proceeds therefrom. |
This table should be read in conjunction with the information set forth under our consolidated financial statements and the notes thereto.
| As of March 31, 2026 | ||||||||||||
| (Dollars in thousands) | Actual | As adjusted | As further adjusted(4) |
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| (Unaudited) | (Unaudited) | |||||||||||
| Cash and cash equivalents(1) |
$ | 309,411 | $ | 293,342 | $ | 293,342 | ||||||
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| Current borrowings: |
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| Securitization Facility |
$ | 75,000 | $ | 75,000 | $ | 75,000 | ||||||
| Current portion of Term Loan Facility due 2027 |
28,125 | — | — | |||||||||
| Current portion of Term Loan Facility due 2031 |
— | 9,375 | 9,375 | |||||||||
| Total current borrowings |
$ | 103,125 | $ | 84,375 | $ | 84,375 | ||||||
| Long-term borrowings: |
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| Revolving Credit Facility due 2027(2) |
$ | 406,000 | — | — | ||||||||
| Revolving Credit Facility due 2031(2)(3) |
— | 550,000 | 250,000 | |||||||||
| Term Loan A due 2027(2) |
415,625 | — | — | |||||||||
| Term Loan A-1 due 2031(2) |
— | 490,625 | 490,625 | |||||||||
| Delayed Draw Term Loan A due 2027(2). |
700,000 | — | — | |||||||||
| Term Loan A-2 due 2028(2). |
— | 700,000 | — | |||||||||
| 4.625% Senior Notes due 2027(2) |
500,000 | — | — | |||||||||
| 4.25% Senior Notes due 2028(2). |
500,000 | 500,000 | 500,000 | |||||||||
| % Senior Notes due January 2032 offered hereby. |
— | 500,000 | 500,000 | |||||||||
| Total long-term borrowings(4) |
$ | 2,521,625 | $ | 2,740,625 | $ | 1,740,625 | ||||||
| Total indebtedness |
$ | 2,624,750 | $ | 2,825,000 | $ | 1,825,000 | ||||||
| Total shareholders’ equity(2)(5) |
$ | 3,084,436 | $ | 2,884,436 | $ | 2,084,436 | ||||||
| Total capitalization(5) |
$ | 5,709,186 | $ | 5,709,436 | $ | 3,909,436 | ||||||
| (1) | As adjusted and as further adjusted presented with adjustments to reflect the payment of certain fees and expenses in connection with the consummation of the Financing Transactions, including $6.8 million of fees and expenses in connection with entering into the Credit Agreement. |
| (2) | On May 15, 2026, we borrowed $100.0 million under our prior revolving credit facility due 2027 (the “Prior Revolving Credit Facility”). Following this borrowing, we had $506.0 million in borrowings outstanding under our Prior Revolving Credit Facility. On May 26, 2026, in connection with our credit facilities refinancing, we borrowed an additional $100.3 million under our Credit Agreement. We intend to use the proceeds from each of these borrowings to fund share repurchases under our previously announced $1.0 billion share repurchase program (the “Share Repurchase Transactions”). We can give no assurances that we will repurchase the full $1.0 billion amount under the share repurchase program. In connection with the Financing Transactions, all outstanding borrowings and loans under the prior credit agreement were repaid in full, including balances under our Prior Revolving Credit Facility, our Term Loan A due 2027 and our Delayed Draw Term Loan A due 2027, and we entered into the Credit Agreement, borrowing $550.0 million under our Revolving Credit Facility (inclusive of the May 26, 2026, borrowings noted above), borrowing $500.0 million under the Term Loan A-1 facility due 2031 and $700.0 million under the new Term Loan A-2 facility due 2028. The current portion of the Term Loan A-1 borrowing is $9.4 million based on the repayment schedule per our Credit Agreement. As further adjusted reflects the use of $700.0 million of the net proceeds from the Strategic Divestitures to pay down the Term Loan A-2 facility due 2028, and $300.0 million to pay down borrowings under the Revolving Credit Facility. We can give no assurances that the Strategic Divestitures will be consummated, that the Strategic Divestitures will be consummated on the timeframe contemplated; that the amount of proceeds realized upon the Strategic Divestitures will be in the amounts contemplated; or that the use of proceeds of the Strategic Divestitures will be as disclosed herein. |
| (3) | As of March 31, 2026, on an as adjusted basis after giving effect to the Financing Transactions, we would have had additional borrowing capacity under our Revolving Credit Facility, after taking into account the limitations under the covenants thereunder, of $444.9 million, or as further adjusted to give effect to the Strategic Divestitures and the use of proceeds therefrom, of $744.9 million. |
| (4) | Actual, as adjusted, and as further adjusted presented as principal amount outstanding, excluding unamortized debt issuance costs. We expect to amortize certain debt issuance costs incurred in connection with the Financing Transactions, which are not reflected in the presentation of as adjusted and as further adjusted figures above. |
| (5) | As adjusted reflects a reduction of shareholders’ equity of $200.0 million as a result of the Share Repurchase Transactions. As further adjusted total shareholders’ equity and total capitalization reflect a further reduction in shareholders’ equity and total capitalization related to the Strategic Divestitures and the planned use of a portion of the net proceeds thereof for $800.0 million of share repurchases under the previously announced $1.0 billion share repurchase program. As further adjusted total shareholders’ equity and total capitalization does not reflect the anticipated gain that we expect to recognize as an increase in total shareholders’ equity upon completion of the OEM component of the Strategic Divestitures. We can give no assurances that the Strategic Divestitures will be consummated on the timeframe contemplated; that the amount of proceeds realized upon the Strategic Divestitures will be in the amounts contemplated; or that the use of proceeds of the Strategic Divestitures will be as disclosed herein. |