Wright Medical Group, Inc. Issues $632.5 Million of Cash Convertible Senior Notes
February 13 2015 - 05:30PM
Wright Medical Group, Inc. (Nasdaq:WMGI) (the "Company") today
announced the closing of its previously announced offering of
$632.5 million aggregate principal amount of cash convertible
senior notes due 2020 ("the notes"), which includes the exercise in
full of the initial purchasers' over-allotment option. The notes
were sold to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended.
The notes bear interest at a rate of 2.00% per year and are
payable semiannually in arrears on February 15 and August 15 of
each year, beginning on August 15, 2015. Prior to August 15, 2019,
the notes will be convertible into cash at the option of the holder
under certain conditions and, thereafter until the close of
business on the business day immediately preceding the maturity
date, at any time. The notes mature on February 15, 2020. The
initial conversion rate for the notes is 32.3939 shares of the
Company's common stock per $1,000 principal amount of the notes.
The notes would be subject to modifications if the Company's
pending merger with Tornier N.V. ("Tornier," which will be known as
Wright Medical Group N.V. ("Wright N.V.") at and after the
effective time of the Tornier merger) is consummated, including
that upon consummation of the merger, Wright N.V. would fully and
unconditionally guarantee the Company's obligations under the
indenture and the notes on a senior unsecured basis, and
calculations and other determinations with respect to the notes
relating to the Company's common stock would instead be calculated
or determined by reference to Wright N.V.'s ordinary shares.
In connection with the sale of the notes, the Company entered
into privately negotiated cash convertible note hedge transactions
and warrant transactions with certain financial institutions (the
"option counterparties") in order to reduce the net amount of cash
payments that the Company may be required to make upon conversion
of the notes to the extent that such cash payments exceed the
principal amount of converted notes.
The net proceeds from the offering were approximately $613
million after deducting the initial purchasers' discounts and
commissions and estimated offering expenses. The Company used
approximately $58 million to pay the cost of the cash convertible
note hedge transactions (after such cost was partially offset by
the proceeds to the Company from the sale of the
warrants). The Company also used approximately $292 million of
the net proceeds from the offering to repurchase approximately $240
million aggregate principal amount of the Company's outstanding
2.00% cash convertible senior notes due 2017 in privately
negotiated transactions.
About Wright Medical
Wright Medical Group, Inc. is a specialty orthopaedic company
that provides extremity and biologic solutions that enable
clinicians to alleviate pain and restore their patients'
lifestyles. The company is a recognized leader of surgical
solutions for the foot and ankle market, one of the fastest growing
segments in medical technology, and markets its products in over 60
countries worldwide.
CONTACT: Investors & Media:
Julie D. Tracy
Sr. Vice President, Chief Communications Officer
Wright Medical Group, Inc.
(901) 290-5817
julie.tracy@wmt.com
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