Haemonetics Corp Files 8-K on Definitive Agreement & Equity Sales

TL;DR

Haemonetics inked a new deal and sold some stock, watch for financial impacts.

AI Summary

On May 22, 2024, Haemonetics Corporation entered into a Material Definitive Agreement related to a financial obligation. The company also reported on the unregistered sales of equity securities. Specific details regarding the financial obligation and the equity sales are not fully elaborated in this initial filing.

Why It Matters

This filing indicates new financial commitments and potential equity dilution for Haemonetics Corporation, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which can introduce financial obligations and potential dilution, warranting a medium risk assessment.

Key Players & Entities

• Haemonetics Corporation (company) — Registrant
• May 22, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $600 million — customary conditions, to issue and sell $600 million principal amount of the Company's 2.50%
• $100 million — s are first issued, up to an additional $100 million principal amount of Notes. The issuance
• $700 million — ncipal amount of Notes. The issuance of $700 million of Notes was completed on May 28, 2024,
• $88.2 million — t proceeds to (i) pay the approximately $88.2 million cost of the capped call transactions th
• $185.5 million — as described below, (ii) repurchase for $185.5 million in cash, $200.0 million in aggregate pr
• $200.0 million — repurchase for $185.5 million in cash, $200.0 million in aggregate principal amount of its 0.
• $230.0 million — ng, and (iii) repay the entirety of the $230.0 million balance on the revolving credit facilit
• $1,000 — ith a specified dollar amount less than $1,000 per $1,000 principal amount of notes. T
• $117.12 — itial conversion price of approximately $117.12 per share of common stock. The conversi
• $50,000,000 — btedness for borrowed money of at least $50,000,000; (vi) the rendering of certain judgment
• $180 — e Capped Call Transactions is initially $180.18, which represents a premium of about

Filing Documents

• tm2415643d1_8k.htm (8-K) — 48KB
• tm2415643d1_ex4-1.htm (EX-4.1) — 761KB
• tm2415643d1_ex10-1.htm (EX-10.1) — 235KB
• tm2415643d1_ex10-2.htm (EX-10.2) — 235KB
• tm2415643d1_ex4-1img001.jpg (GRAPHIC) — 7KB
• tm2415643d1_ex4-1img002.jpg (GRAPHIC) — 8KB
• tm2415643d1_ex4-1img003.jpg (GRAPHIC) — 8KB
• tm2415643d1_ex4-1img004.jpg (GRAPHIC) — 8KB
• tm2415643d1_ex4-1img006.jpg (GRAPHIC) — 6KB
• tm2415643d1_ex4-1img005.jpg (GRAPHIC) — 11KB
• 0001104659-24-066056.txt ( ) — 1744KB
• hae-20240522.xsd (EX-101.SCH) — 3KB
• hae-20240522_lab.xml (EX-101.LAB) — 33KB
• hae-20240522_pre.xml (EX-101.PRE) — 22KB
• tm2415643d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Purchase Agreement On May 22, 2024, Haemonetics Corporation (the " Company ") entered into a purchase agreement (the " Purchase Agreement ") with certain initial purchasers (the " Initial Purchasers ") agreeing, subject to customary conditions, to issue and sell $600 million principal amount of the Company's 2.50% Convertible Senior Notes due 2029 (the " Notes ") to the Initial Purchasers. In addition, pursuant to the Purchase Agreement, the Company granted the Initial Purchasers 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 $100 million principal amount of Notes. The issuance of $700 million of Notes was completed on May 28, 2024, which included the issuance of $100 million principal amount of Notes pursuant to the full exercise by the initial purchasers of their option to purchase additional Notes. The Company used the net proceeds to (i) pay the approximately $88.2 million cost of the capped call transactions that it entered into as described below, (ii) repurchase for $185.5 million in 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, and (iii) repay the entirety of the $230.0 million balance on the revolving credit facility pursuant to the Company's existing credit facility. The Company intends to 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. The Notes were issued pursuant to, and are governed by, an indenture (the " Indenture "), dated as of May 28, 2024, between the Company and U.S. Bank National Association, as trustee (the " Trustee "). A copy of

03

Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and sold the Notes to the Initial Purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), and for resale by the Initial Purchasers to persons reasonably believed to be "qualified institutional buyers," as defined in and pursuant to the exemption from registration requirements provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement pursuant to which the Company sold the Notes to the Initial Purchasers. The shares of the Company's common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. To the extent that any shares of the Company's common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of the Company's common stock.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as of May 28, 2024, between Haemonetics Corporation and U.S. Bank National Association, as trustee. 4.2 Form of certificate representing the 2.50% Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1). 10.1 Form of Confirmation of Base Call Option Transaction. 10.2 Form of Confirmation of Additional Call Option Transaction. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

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 29, 2024 By: /s/ James C. D'Arecca Name: James C. D'Arecca Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR