LIMERICK, Pa., Aug 02, 2010 (BUSINESS WIRE) --
Teleflex Incorporated (NYSE: TFX) ("Teleflex") today announced its
intention to implement the following refinancing transactions:
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an underwritten public offering, subject to market and other
conditions, of $350 million aggregate principal amount of Teleflex's
convertible senior subordinated notes due 2017 (or up to $400 million
if the 13-day option to purchase additional notes Teleflex expects to
grant the underwriters is exercised in full);
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amend certain terms of Teleflex's senior secured credit facilities,
extend the maturity of a portion of Teleflex's outstanding and
available borrowings under the senior secured credit facilities from
2012 to 2014, and repay $200 million of Teleflex's borrowings under
the senior secured credit facilities; and
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prepay all of Teleflex's outstanding senior notes issued in 2007,
which have an outstanding aggregate principal amount of $196.6 million
and mature in 2012 and 2014.
Prior to May 1, 2017, the convertible notes will be convertible only
upon specified events and during specified periods and, thereafter, at
any time. Upon conversion, the convertible notes may be settled, at
Teleflex's option, in shares of Teleflex common stock, cash, or a
combination of cash and shares of Teleflex common stock. The interest
rates and terms of the convertible notes, and the conversion price of
the convertible notes, will be determined by negotiations between
Teleflex and the underwriters.
In connection with the offering of the convertible notes, Teleflex
expects to enter into privately negotiated convertible note hedge
transactions with affiliates of certain of the underwriters in the
offering (the "hedge counterparties"). The convertible note hedge
transactions will cover, subject to customary anti-dilution adjustments,
the number of shares of Teleflex common stock that will initially
underlie the convertible notes, and are expected to reduce the potential
dilution with respect to Teleflex common stock and/or reduce Teleflex's
exposure to potential cash payments that may be required to be made by
Teleflex upon conversion of the convertible notes. Teleflex also expects
to enter into privately negotiated warrant transactions with the hedge
counterparties relating to the same number of shares of Teleflex common
stock. However, the warrant transactions could have a dilutive effect
or, if Teleflex so elects, obligate Teleflex to make cash payments to
the extent that the market price per share of Teleflex common stock
exceeds the applicable strike price of the warrants on any expiration
date of the warrants. In addition, if the underwriters exercise their
option to purchase additional notes, the number of shares of Teleflex
underlying the convertible note hedge transactions and warrant
transactions will be automatically increased to correspond to the number
of shares underlying all convertible notes, including the additional
notes.
In connection with establishing their initial hedge of the convertible
note hedge transactions and warrant transactions, the hedge
counterparties or their affiliates expect to enter into various
cash-settled derivative transactions with respect to Teleflex common
stock concurrently with, orshortly following the pricing of the
convertible notes. In addition, the hedge counterparties or their
affiliates may modify their hedge positions by entering into or
unwinding derivatives with respect to Teleflex common stock and/or by
purchasing or selling Teleflex common stock in privately negotiated
transactions and/or open market transactions following the pricing of
the convertible notes (and are likely to do so during any conversion
period related to a conversion of convertible notes). Any of these
hedging activities could also increase, or prevent a decrease in, the
market price of Teleflex common stock.
Teleflex expects to use a portion of the net proceeds from the offering
of the convertible notes to pay the cost of the convertible note hedge
transactions (after such cost is partially offset by the proceeds from
the sale of the warrants). The remaining net proceeds from the offering
of the convertible notes, together with available cash and borrowings
under our revolving credit facility, will be used to repay $200 million
of term loan borrowings under Teleflex's senior secured credit
facilities, prepay all of Teleflex's outstanding senior notes issued in
2007, and pay related transaction fees and expenses.
Goldman, Sachs & Co., Jefferies & Company, Inc., Morgan Stanley & Co.
Incorporated, BofA Merrill Lynch and J.P. Morgan Securities Inc. will
act as joint book-running managers for the offering of the convertible
notes.
You may obtain a copy of the preliminary prospectus supplement, the
accompanying prospectus and the final prospectus supplement for the
offering of the convertible notes when available, from the SEC website
at www.sec.gov.
Alternatively, the underwriters will arrange to send you these documents
if you request them by contacting Goldman, Sachs & Co. at 200 West
Street, New York, NY 10282, (866) 471-2526 or emailing prospectus-ny@ny.email.gs.com,
Jefferies & Company, Inc. at 520 Madison Avenue, 12th Floor, New York,
NY 10022, Attention: Equity Syndicate Prospectus Department (877)
547-6340 or emailing Prospectus_Department@Jefferies.com,
Morgan Stanley & Co. Incorporated at 180 Varick Street, 2nd Floor, New
York, NY 10014, Attention: Prospectus Department, (866) 718-1649 or by
emailing prospectus@morganstanley.com,
BofA Merrill Lynch at 4 World Financial Center, New York, NY 10080,
Attention: Prospectus Department or emailing dg.prospectus_requests@baml.com
or J.P. Morgan Securities Inc. at 4 Chase Metrotech Center, CS Level,
Brooklyn, NY 11245, attention: Prospectus Library.
The offering of convertible notes will be made pursuant to Teleflex's
shelf registration statement filed with the Securities and Exchange
Commission (the "SEC"). This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities nor shall
there be any sale of any securities 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.
About Teleflex Incorporated
Teleflex is a global provider of medical technology products that enable
healthcare providers to improve patient outcomes, reduce infections and
support patient and provider safety. Teleflex, which employs
approximately 12,600 people worldwide, also has niche businesses that
serve segments of the aerospace and commercial markets with specialty
engineered products.
Caution Concerning Forward-Looking Information
This press release contains forward-looking statements. Actual results
could differ materially from those in the forward-looking statements due
to, among other things, conditions in the end markets Teleflex serves,
customer reaction to new products and programs, Teleflex's ability to
achieve sales growth, price increases or cost reductions; changes in the
coverage or reimbursement practices of third party payors; Teleflex's
ability to realize efficiencies and to execute on Teleflex's strategic
initiatives; changes in material costs and surcharges; market acceptance
and unanticipated difficulties in connection with the introduction of
new products and product line extensions; unanticipated difficulties in
connection with the consolidation of manufacturing and administrative
functions; unanticipated difficulties, expenditures and delays in
complying with government regulations applicable to Teleflex's
businesses, including unanticipated costs and difficulties in connection
with the resolution of issues related to the FDA corporate warning
letter issued to Arrow; the impact of government healthcare reform
legislation; Teleflex's ability to meet its debt obligations; changes in
general and international economic conditions; and other factors
described in Teleflex's filings with the SEC, including its Annual
Report on Form 10-K and the preliminary prospectus supplement relating
to the offering of the convertible notes.
SOURCE: Teleflex Incorporated
Teleflex Incorporated
Jake Elguicze
Vice President Investor Relations
610-948-2836