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0000313143
HAEMONETICS CORP
0000313143
2024-05-22
2024-05-22
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iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
Current Report
Pursuant to Section13 or 15(d)
of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest eventreported):
May 22, 2024
HAEMONETICS CORPORATION
(Exact name of registrant as specifiedin its charter)
Commission File Number:
001-14041
Massachusetts 04-2882273
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
125 Summer Street
Boston
,
MA
02110
(Address of principal executive offices, including zip code)
781
-
848-7100
(Registrant's telephone number,including area code)
(Former name or former address, if changedsince last report)
Check the appropriate box below if the Form 8-K filing is intendedto
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
.. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
.. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
.. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
.. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Name of each exchange
Symbol(s) on which registered
Common Stock, $.01 par value per share HAE New York Stock Exchange
Indicate by check mark whether the registrant is an emerginggrowth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 of the SecuritiesExchange Act of 1934 ((s)240.12b-2 of this
chapter).
Emerging growth company
..
If an emerging growth company, indicate by check mark if theregistrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standardsprovided pursuant to Section 13(a) of
the Exchange Act.
..
Item 7.01 Regulation FD Disclosure.
On May 22, 2024, Haemonetics Corporation issued a press releaseannouncing that
it had priced an offering of $600 million aggregate principal amount of
convertible senior notes due 2029 in a privateoffering pursuant to Rule 144A
under the Securities Act of 1933, as amended, and that it has entered into
agreements to repurchasefor $185.5 million in cash approximately $200.0
million in aggregate principal amount of its 0.00% Convertible Senior Notes
due 2026 inprivately negotiated transactions concurrently with the pricing of
the notes in the offering. A copy of the press release is furnishedas Exhibit
99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
No.
99.1 Press release of Haemonetics Corporation dated May 22,2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HAEMONETICS CORPORATION
Date: May 22, 2024 By: /s/ James C. D'Arecca
Name: James C. D'Arecca
Title: Chief Financial Officer
Exhibit 99.1
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 Placementof $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 aggregateprincipal 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 offeringis expected to close on May
28, 2024, subject to customary closing conditions. Haemonetics also granted
the initial purchasers ofthe notes an option to purchase, for settlement
within a period of 13 days from, and including, the date notes are first
issued, up toan additional $100,000,000 principal amount of notes.
The notes will be senior, unsecured obligations of Haemonetics. Thenotes will
mature on June 1, 2029, unless earlier repurchased, redeemed or converted.
Before December 1, 2028, noteholders willhave the right to convert their notes
only upon the occurrence of certain events. From and after December 1, 2028,
noteholders mayconvert their notes at any time at their election until the
close of business on the second scheduled trading day immediately before
thematurity date. Haemonetics will settle any conversion amounts of the notes
up to the $1,000 principal amount of the notes in cash, andany 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, whichrepresents an initial conversion price of approximately $117.12
per share of common stock. The initial conversion price represents a premiumof
approximately 30% over the last reported sale of $90.09 per share of
Haemonetics' common stock on May 22, 2024. The conversionrate and conversion
price will be subject to adjustment upon the occurrence of certain events.
The notes will not be redeemable at Haemonetics' election beforeJune 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 pershare of Haemonetics' common stock exceeds 130% of the
conversion price for a specified period of time. The redemption price willbe
equal to the principal amount of the notes to be redeemed, plus accrued and
unpaid special interest, if any, to, but excluding, theredemption date.
If a "fundamental change" (as defined in the indenturefor the notes) occurs,
then noteholders may require Haemonetics to repurchase their notes for cash.
The repurchase price will be equalto the principal amount of the notes to be
repurchased, plus accrued and unpaid special interest, if any, to, but
excluding, the applicablerepurchase date.
Haemonetics estimates the net proceeds from the offering will be approximately$5
84.8 million (or approximately $682.3 million if the initial purchasers fully
exercise their option to purchase additional notes), afterdeducting the
initial purchasers' discounts and commissions and estimated offering expenses.
Haemonetics expects to use the net proceeds from the offering to (i) paythe
approximately $75.6 million (or approximately $88.2 million if the initial
purchasers fully exercise their option to purchase additionalnotes) cost of
the capped call transactions that it entered into as described below, (ii)
repurchase for cash $200.0 million in aggregateprincipal amount of its 0.00%
Convertible Senior Notes due 2026 (the "2026 notes") in privately negotiated
transactions enteredinto concurrently with the pricing of the notes in the
offering, (iii) repay the entirety of the $230.0 million balance on the
revolvingcredit facility pursuant to Haemonetics' existing credit facility,
and (iv) use the remainder of the proceeds for working capitaland other
general purposes, which may include additional repurchases of the 2026 notes
from time to time following the offering, or therepayment at maturity, of the
2026 notes.
If the initial purchasers exercise their option to purchase additionalnotes,
Haemonetics expects to use a portion of the net proceeds from the sale of the
additional notes to enter into additional cappedcall transactions and the
remainder for general corporate purposes, which may include additional
repurchases of the 2026 notes from timeto time following the offering, or the
repayment at maturity, of the 2026 notes.
In connection with the pricing of the notes, Haemonetics has enteredinto
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 similarto those applicable to the notes, the number of shares of
Haemonetics' common stock initially underlying the notes. If the initialpurchase
rs exercise their option to purchase additional notes, Haemonetics expects to
enter into additional capped call transactions withthe option counterparties.
The cap price of the capped call transactions will initially be $180.18per
share, which represents a premium of approximately 100% over the last reported
sale price of Haemonetics' common stock of $90.09per 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 offsetthe
potential dilution to Haemonetics' common stock upon any conversion of the
notes and/or to offset any potential cash paymentsHaemonetics 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
suchpotential 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 initialhedges
of the capped call transactions, the option counterparties or their respective
affiliates will enter into various derivative transactionswith respect to
Haemonetics' common stock and/or purchase shares of Haemonetics' common stock
concurrently with or shortlyafter 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 ortheir
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 transactionsfollowing 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 conversionof the notes, any repurchase of the notes by
Haemonetics on any fundamental change repurchase date, any redemption date or
any other dateon which the notes are retired by Haemonetics, in each case if
Haemonetics exercises its option to terminate the relevant portion of
thecapped call transactions, where such termination is at the option of
Haemonetics). This activity could also cause or avoid an increaseor a decrease
in the market price of Haemonetics' common stock or the notes, which could
affect a noteholder's ability toconvert the notes, and, to the extent the
activity occurs during any observation period related to a conversion of the
notes, it couldaffect 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, Haemoneticsentered
into privately negotiated transactions with certain holders of the 2026 notes
to repurchase, for approximately $185.5 millionin cash, $200.0 million
aggregate principal amount of its 2026 notes on terms negotiated with each
holder (each, a "note repurchasetransaction"). This press release is not an
offer to repurchase the 2026 notes, and the offering of the notes is not
contingent uponthe repurchase of the 2026 notes.
In connection with any note repurchase transaction, Haemonetics expectsthat
holders of the 2026 notes who have agreed to have their 2026 notes repurchased
and who have hedged their equity price risk with respectto such notes (the
"hedged holders") will unwind all or part of their hedge positions by buying
Haemonetics' commonstock and/or entering into or unwinding various derivative
transactions with respect to Haemonetics' common stock. The amount
ofHaemonetics' common stock to be purchased by the hedged holders or in
connection with such derivative transactions may have beensubstantial in
relation to the historical average daily trading volume of Haemonetics' common
stock. This activity by the hedgedholders could increase (or reduce the size
of any decrease in) the market price of Haemonetics' common stock, including
concurrentlywith 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, Haemoneticsente
red into capped call transactions (the "existing option transactions") with
certain financial institutions. Haemoneticsdoes 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 qualifiedinstit
utional buyers pursuant to Rule 144A under the Securities Act. The offer and
sale of the notes and any shares of common stockissuable 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, orin a transaction not subject to, such registration requirements. This
press release does not constitute an offer to sell, or the solicitationof 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 saleof the notes or any such
shares, in any state or other jurisdiction in which such offer, sale or
solicitation would be unlawful.
About Haemonetics
Haemonetics is a global healthcare company dedicated to providing asuite 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 transfusionservices.
Cautionary Note Regarding 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, the terms of the notes and the cappedcall transactions, the expected
use of proceeds, expectations regarding actions of the option counterparties
and their respective affiliates,and repurchase transactions. In addition,
other written or oral statements that constitute forward-looking statements
may be made by Haemoneticsor on its behalf. Words such as "expect,"
"anticipate," "intend," "plan," "believe," "could," "should," "estimate,"
"may," "target," "project," orvariations of such words and similar expressions
are intended to identify such forward-looking statements. Forward-looking
statementsrepresent the current expectations of Haemonetics regarding future
events and are subject to known and unknown risks and uncertaintiesthat could
cause actual results to differ materially from those implied by the
forward-looking statements. Among those risks and uncertaintiesare (i) the
risk that the offering will not be consummated, (ii) changes as a result of
market conditions, including marketinterest rates, (iii) fluctuations in the
trading price and volatility of Haemonetics' common stock, (iv) the risk
thatthe capped call transactions will not become effective with any additional
sale of notes, (v) whether and on what terms Haemoneticsmay repurchase the
remaining 2026 notes, (vi) unanticipated uses of capital, (vii) the impact of
general economic, industryor political conditions in the United States or
internationally and (viii) risks relating to Haemonetics' business,
includingthose described in Haemonetics' Annual Report on Form 10-K for the
year ended March 30, 2024 and other filings with theU.S. Securities and
Exchange Commission. The forward-looking statements included in this press
release speak only as of the date of thispress 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.
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