Envista Holdings Corporation announced its intention to offer, subject to market and other conditions, $435,000,000 in aggregate principal amount of Convertible Senior Notes due 2028 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Envista also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $65,250,000 aggregate principal amount of notes.
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The notes will be senior, unsecured obligations of Envista, will accrue interest payable semi-annually in arrears and will mature on August 15, 2028, unless earlier converted, redeemed or repurchased. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Envista will settle conversions by (i) paying the principal amount of any such converted notes in cash and (ii) paying or delivering, as applicable, any conversion value in excess of the principal amount of such notes in cash or a combination of cash and shares of Envista’s common stock, at its election, based on the applicable conversion rate(s).
The notes will be redeemable, in whole or in part (subject to certain limitations), at Envista’s option at any time, and from time to time, on or after August 17, 2026 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 Envista’s 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 interest, if any, to, but excluding, the redemption date.
If certain corporate events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require Envista 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 interest, if any, to, but excluding, the applicable repurchase date.
The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.
Envista expects to use a portion of the net proceeds from the offering to pay the cash portion of the consideration in the concurrent exchange transactions described below. Envista intends to use the remainder of the net proceeds for general corporate purposes, which may include subsequently retiring the 2.375% Convertible Senior Notes due 2025 (the “2025 Notes”) by exchanges or redemptions. Concurrently with the offering, in separate, privately negotiated transactions, Envista expects to enter into exchange agreements with a limited number of holders of the 2025 Notes to exchange or repurchase a portion of the outstanding 2025 Notes for a combination of cash and shares of Envista’s common stock. Following the completion of the offering, Envista may engage in additional exchanges, or Envista may repurchase or induce conversions, of the 2025 Notes. Holders of the 2025 Notes that participate in any of these exchanges, repurchases or induced conversions may purchase or sell shares of Envista’s common stock in the open market to unwind any hedge positions they may have with respect to the 2025 Notes or to hedge their exposure in connection with these transactions. These activities may adversely affect the trading price of Envista’s common stock and the notes Envista is offering. Moreover, market activities by holders of the 2025 Notes that participate in the concurrent exchanges may impact the initial conversion price of the notes Envista is offering.
In connection with issuing the 2025 Notes, Envista entered into capped call transactions (the “Existing Capped Call Transactions”) with certain financial institutions (the “Existing Option Counterparties”). In connection with the intended exchange of the 2025 Notes, Envista expects to enter into agreements with the Existing Option Counterparties to terminate a portion of the Existing Capped Call Transactions in a notional amount corresponding to the amount of 2025 Notes exchanged or repurchased. In connection with any termination of any of the Existing Capped Call Transactions, Envista expects the Existing Option Counterparties or their respective affiliates to unwind a portion of their related hedge positions by entering into, or unwinding, derivatives transactions with respect to Envista’s common stock economically equivalent to buying shares of Envista’s common stock and/or buying shares of Envista’s common stock in the open market or in secondary market transactions. This hedge unwind activity could increase (or reduce the size of any decrease in) the market price of Envista’s common stock, the 2025 Notes or the notes. Envista cannot predict the magnitude of the market activities described above or the overall effect they will have on the price of Envista’s common stock, the 2025 Notes or the notes.
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The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes or issuable pursuant to the concurrent exchange transactions have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. 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 or issuable pursuant to the concurrent exchange transactions, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
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