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HAE Positive Sentiment Score: 70/100

Investor Contacts: Olga Guyette, Sr. Director-Investor Relations & Treasury David Trenk, Manager-Investor Relations (781) 356-9763 (203) 733-4987 olga.guyette@haemonetics.com david.trenk@haemonetics.com Media Contact: Jo

Key Takeaway: Haemonetics Corporation announced the successful pricing of an upsized offering of $600 million in 2.50% Convertible Senior Notes due 2029, initially set at $525 million. The offering is set to close on May 28, 2024, and aims to provide Haemonetics with approximately $584.8 million in net proceeds. These funds will be allocated towards refinancing existing debt and general corporate purposes, improving their financial position. The notes feature specific conversion rights, redemption options, and a capped call transaction to offset potential dilution of shares.

Market Sentiment Analysis

POSITIVE FACTORS

  • Haemonetics successfully upsized its private placement of convertible senior notes from $525 million to $600 million.
  • The offering demonstrates investor confidence with an upsized amount and strong demand.
  • The company expects to use the proceeds to improve its financial structure and support working capital.

Full Press Release Details

Investor Contacts:
Olga Guyette, Sr. Director-Investor Relations & Treasury David Trenk, Manager-Investor Relations
(781) 356-9763 (203) 733-4987
olga.guyette@haemonetics.com david.trenk@haemonetics.com
Media Contact:
Josh Gitelson, Director-Global Communications
(781) 356-9776
josh.gitelson@haemonetics.com
Haemonetics Prices Upsized Private Placement
of $600 Million Convertible Senior Notes
BOSTON, MA, May 22, 2024
-- Haemonetics Corporation ("Haemonetics") (NYSE: HAE) today announced the pricing of its offering of $600,000,000 aggregate
principal amount of 2.50% Convertible Senior Notes due 2029 (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 $525,000,000 aggregate principal amount of notes. The offering
is expected to close on May 28, 2024, 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 $100,000,000 principal amount of notes.
The notes will be senior, unsecured obligations of Haemonetics. The
notes will mature on June 1, 2029, unless earlier repurchased, redeemed or converted. Before December 1, 2028, noteholders will
have the right to convert their notes only upon the occurrence of certain events. From and after December 1, 2028, 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 8.5385 shares of common stock per $1,000 principal amount of notes, which
represents an initial conversion price of approximately $117.12 per share of common stock. The initial conversion price represents a premium
of approximately 30% over the last reported sale of $90.09 per share of Haemonetics' common stock on May 22, 2024. The conversion
rate and conversion price will be subject to adjustment upon the occurrence of certain events.
The notes will not be redeemable at Haemonetics' election before
June 5, 2027. The notes will be redeemable, in whole or in part, for cash at Haemonetics' option at any time on or after June 5,
2027 and on or before the 50th 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
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
Haemonetics estimates the net proceeds from the offering will be approximately
$584.8 million (or approximately $682.3 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 expects to use the net proceeds from the offering to (i) pay
the approximately $75.6 million (or approximately $88.2 million if the initial purchasers fully exercise their option to purchase additional
notes) cost of the capped call transactions that it entered into as described below, (ii) repurchase for cash $200.0 million in aggregate
principal amount of its 0.00% Convertible Senior Notes due 2026 (the "2026 notes") in privately negotiated transactions entered
into concurrently with the pricing of the notes in the offering, (iii) repay the entirety of the $230.0 million balance on the revolving
credit facility pursuant to Haemonetics' existing credit facility, and (iv) use the remainder of the proceeds for working capital
and other general purposes, which may include additional repurchases of the 2026 notes from time to time following the offering, or the
repayment at maturity, of the 2026 notes.
If the initial purchasers exercise their option to purchase additional
notes, Haemonetics expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped
call transactions and the remainder for general corporate purposes, which may include additional repurchases of the 2026 notes from time
to time following the offering, or the repayment at maturity, of the 2026 notes.
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 $180.18
per share, which represents a premium of approximately 100% over the last reported sale price of Haemonetics' common stock of $90.09
per share on May 22, 2024, and is subject to certain adjustments under the terms of the capped call transactions.
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.
Concurrently with the pricing of the notes in the offering, Haemonetics
entered into privately negotiated transactions with certain holders of the 2026 notes to repurchase, for approximately $185.5 million
in cash, $200.0 million aggregate principal amount of its 2026 notes on terms negotiated with each holder (each, a "note repurchase
transaction"). This press release is not an offer to repurchase the 2026 notes, and the offering of the notes is not contingent upon
the repurchase of the 2026 notes.
In connection with any note repurchase transaction, Haemonetics expects
that holders of the 2026 notes who have agreed to have their 2026 notes repurchased and who have hedged their equity price risk with respect
to such notes (the "hedged holders") will unwind all or part of their hedge positions by buying Haemonetics' common
stock and/or entering into or unwinding various derivative transactions with respect to Haemonetics' common stock. The amount of
Haemonetics' common stock to be purchased by the hedged holders or in connection with such derivative transactions may have been
substantial in relation to the historical average daily trading volume of Haemonetics' common stock. This activity by the hedged
holders could increase (or reduce the size of any decrease in) the market price of Haemonetics' common stock, including concurrently
with the pricing of the notes, and may have resulted in a higher effective conversion price of the notes.
Additionally, in connection with the issuance of the 2026 notes, Haemonetics
entered into capped call transactions (the "existing option transactions") with certain financial institutions. Haemonetics
does not intend to unwind or terminate any of the existing option transactions in connection with these note repurchase transactions.
The notes will be sold 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.
Haemonetics is a global healthcare company dedicated to providing a
suite of innovative medical products and solutions for customers, to help them improve patient care and reduce the cost of healthcare.
Our technology addresses important medical markets: blood and plasma component collection, the surgical suite, and hospital transfusion

Frequently Asked Questions

What is the total amount of Haemonetics' private placement offering?

Haemonetics announced an offering of $600 million of Convertible Senior Notes.

When do the Convertible Senior Notes mature?

The notes mature on June 1, 2029, unless otherwise redeemed or converted.

How will Haemonetics use the proceeds from the offering?

Proceeds will be used for capped call transactions, repurchasing notes, and working capital.

What is the initial conversion price for the notes?

The initial conversion price is approximately $117.12 per share of common stock.

What is the cap price for the capped call transactions?

The cap price for the capped call transactions is $180.18 per share.

Last updated: May 22, 2024