Full Press Release Details
Haemonetics Prices $435.0 Million Convertible
Senior Notes Offering
BOSTON, March 2, 2021-Haemonetics
Corporation ("Haemonetics") (NYSE: HAE) today announced the pricing of its offering of $435,000,000 aggregate principal
amount of 0.00% Convertible Senior Notes due 2026 (the "notes") in a private offering (the "offering")
to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities
Act"). The offering size was increased from the previously announced offering size of $425,000,000 aggregate principal amount
of notes. The offering is expected to close on March 5, 2021, subject to customary closing conditions. Haemonetics also granted
the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date
notes are first issued, up to an additional $65,000,000 principal amount of notes.
The notes will be senior, unsecured obligations
of Haemonetics. The notes will not bear regular interest, and the principal amount of the notes will not accrete. The notes will
mature on March 1, 2026, unless earlier repurchased, redeemed or converted. Before September 1, 2025, noteholders will
have the right to convert their notes only upon the occurrence of certain events. From and after September 1, 2025, noteholders
may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately
before the maturity date. Haemonetics will settle any conversion amounts of the notes up to the $1,000 principal amount of the
notes in cash, and any conversion amounts in excess of the principal amount in cash, shares of Haemonetics' common stock
or a combination thereof, at Haemonetics' election. The initial conversion rate is 5.7033 shares of common stock per $1,000
principal amount of notes, which represents an initial conversion price of approximately $175.34 per share of common stock. The
initial conversion price represents a premium of approximately 40% over the last reported sale of $125.24 per share of Haemonetics'
common stock on March 2, 2021. The conversion rate and conversion price will be subject to adjustment upon the occurrence
The notes will not be redeemable at Haemonetics'
election before March 5, 2024. The notes will be redeemable, in whole or in part, for cash at Haemonetics' option at
any time on or after March 5, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, but
only if the last reported sale price per share of Haemonetics' common stock exceeds 130% of the conversion price for a specified
period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid
special interest, if any, to, but excluding, the redemption date.
If a "fundamental change" (as
defined in the indenture for the notes) occurs, then noteholders may require Haemonetics to repurchase their notes for cash. The
repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid special interest,
if any, to, but excluding, the applicable repurchase date.
Haemonetics estimates the net proceeds
from the offering will be approximately $423.3 million (or approximately $486.7 million if the initial purchasers fully exercise
their option to purchase additional notes), after deducting the initial purchasers' discounts and commissions and estimated
offering expenses. Haemonetics intends to use approximately $41.2 million of the net proceeds to fund the cost of entering into
the capped call transactions described below and intends to use the remainder of the net proceeds from the offering to reduce the
amount of indebtedness pursuant to Haemonetics' existing credit facility, working capital and other general corporate purposes.
If the initial purchasers exercise their option to purchase additional notes, then Haemonetics intends to use a portion of the
additional net proceeds to fund the cost of entering into additional capped call transactions as described below.
In connection with the pricing of the notes,
Haemonetics has entered into privately negotiated capped call transactions with the initial purchasers or their affiliates and
other financial institutions (the "option counterparties"). The capped call transactions will cover, subject to anti-dilution
adjustments substantially similar to those applicable to the notes, the number of shares of Haemonetics' common stock initially
underlying the notes. If the initial purchasers exercise their option to purchase additional notes, Haemonetics expects to enter
into additional capped call transactions with the option counterparties.
The cap price of the capped call transactions
will initially be $250.48 per share, which represents a premium of approximately 100% over the last reported sale price of Haemonetics'
common stock of $125.24 per share on March 2, 2021, and is subject to certain adjustments under the terms of the capped call
The capped call transactions are expected
generally to reduce or offset the potential dilution to Haemonetics' common stock upon any conversion of the notes and/or
to offset any potential cash payments Haemonetics is required to make in excess of the principal amount of the converted notes,
as the case may be, upon conversion of the notes. If, however, the market price per share of Haemonetics' common stock, as
measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless
be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price
exceeds the cap price of the capped call transactions.
Haemonetics expects that, in connection
with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates
will enter into various derivative transactions with respect to Haemonetics' common stock and/or purchase shares of Haemonetics'
common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any
decrease in) the market price of Haemonetics' common stock or the notes at that time.
In addition, Haemonetics expects that the
option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives
with respect to Haemonetics' common stock and/or purchasing or selling Haemonetics' common stock or other securities
of Haemonetics in secondary market transactions following the pricing of the notes and from time to time prior to the maturity
of the notes (and are likely to do so following any conversion of the notes, any repurchase of the notes by Haemonetics on any
fundamental change repurchase date, any redemption date or any other date on which the notes are retired by Haemonetics, in each
case if Haemonetics exercises its option to terminate the relevant portion of the capped call transactions, where such termination
is at the option of Haemonetics). This activity could also cause or avoid an increase or a decrease in the market price of Haemonetics'
common stock or the notes, which could affect a noteholder's ability to convert the notes, and, to the extent the activity
occurs during any observation period related to a conversion of the notes, it could affect the number of shares, if any, and value
of the consideration that noteholders will receive upon conversion of the notes.
The notes will be offered only to persons
reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale
of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under
the Securities Act or any other securities laws, and unless so registered, the notes and any such shares cannot be offered or sold
except pursuant to an applicable exemption from, or in a transaction not subject to, such registration requirements. This press
release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable
upon conversion of the notes, nor will there be any offer or sale of the notes or any such shares, in any state or other jurisdiction
in which such offer, sale or solicitation would be unlawful.
Forward-Looking Statements
This press release includes forward-looking
statements, including, among other things, statements regarding the completion, timing and size of the proposed offering, and expectations
regarding actions of the option counterparties and their respective affiliates. In addition, other written or oral statements that
constitute forward-looking statements may be made by us or on our behalf. Words such as "expect," "anticipate,"
"intend," "plan," "believe," "could," "should," "estimate,"
"may," "target," "project," or variations of such words and similar expressions are intended
to identify such forward-looking statements. Forward-looking statements represent the current expectations of Haemonetics regarding
future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially
from those implied by the forward-looking statements. Among those risks and uncertainties are (i) the risk that the offering
will not be consummated, (ii) changes as a result of market conditions, including market interest rates, (iii) fluctuations
in the trading price and volatility of Haemonetics' common stock, (iv) the impact of general economic, industry or political
conditions in the United States or internationally, including the impact of COVID-19 and any related legislative and regulatory
responses and (v) risks relating to the Haemonetics business, including those described in Haemonetics' Annual Report
on Form 10-K for the year ended March 28, 2020, filed with the Securities and Exchange Commission. The forward-looking
statements included in this press release speak only as of the date of this press release, and Haemonetics does not undertake to
update the statements included in this press release for subsequent developments, except as may be required by law.
Carla Burigatto, Vice President-Communications
Olga Guyette, Director-Investor Relations