Bain Capital to Acquire Integer Holdings for $1.7B

TL;DR

Integer Holdings going private in a $1.7B deal with Bain Capital, shareholders get $92 cash.

AI Summary

Integer Holdings Corp. announced on October 24, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Bain Capital, LP. The transaction is valued at approximately $1.7 billion, with shareholders to receive $92.00 per share in cash. The deal is expected to close in the first half of 2025, subject to customary closing conditions.

Why It Matters

This acquisition by a private equity firm signifies a major shift for Integer Holdings, potentially leading to strategic changes and delisting from public markets.

Risk Assessment

Risk Level: medium — The deal is subject to closing conditions and regulatory approvals, which could delay or prevent its completion.

Key Numbers

• $1.7B — Transaction Value (Total amount Bain Capital is paying for Integer Holdings.)
• $92.00 — Price Per Share (Cash amount shareholders will receive for each share.)

Key Players & Entities

• Integer Holdings Corp. (company) — Company being acquired
• Bain Capital, LP (company) — Acquiring entity
• $1.7 billion (dollar_amount) — Total transaction value
• $92.00 (dollar_amount) — Price per share
• October 24, 2024 (date) — Announcement date
• first half of 2025 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share ITGR New York Sto

Filing Documents

• f8k_102424.htm (8-K) — 20KB
• exh_991.htm (EX-99.1) — 317KB
• exh_992.htm (EX-99.2) — 6KB
• logo.jpg (GRAPHIC) — 4KB
• 0001171843-24-005802.txt ( ) — 584KB
• gnw-20190101.xsd (EX-101.SCH) — 3KB
• gnw-20190101_def.xml (EX-101.DEF) — 25KB
• gnw-20190101_lab.xml (EX-101.LAB) — 33KB
• gnw-20190101_pre.xml (EX-101.PRE) — 22KB
• f8k_102424_htm.xml (XML) — 3KB

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On October 24, 2024, Integer Holdings Corporation (the "Company") issued a press release announcing its results for the third quarter ended September 27, 2024. A copy of the release is furnished with this report as Exhibit 99.1 and is incorporated by reference into this Item 2.02. The information contained in this report under Item 2.02 and Item 7.01 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information contained in this report under Item 2.02 shall not be incorporated by reference into any registration set forth by specific reference in such filing.

02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (c) On October 24, 2024, the Company announced that Payman Khales, who currently serves as the Company's President, Cardio & Vascular, has been promoted to serve in the newly created role of Chief Operating Officer. In connection therewith, Andrew Senn, who currently serves as Senior Vice President, Strategy, Business Development and Investor Relations, has been appointed to serve as President, Cardio and Vascular. Each of these appointments will take effect during the first quarter of 2025. Mr. Khales, age 55, has served as President, Cardio & Vascular since joining the Company in February 2018. Prior thereto, Mr. Khales was the President of the Environmental Technologies business segment at CECO Environmental Corp. from May 2014 through July 2017. Previously, he was employed by Ingersoll Rand Company. where he held a variety of different roles in the United States and Canada, including Vice President Product Management for the Global Power Tools division from January 2012 through April 2014, and Vice President Strategic Accounts & Channels from February 2010 through December 2011. Mr. Senn, age 43, was promoted to the position of Senior Vice President, Strategy and Business Development in January 2022 and assumed the Investor Relations responsibilities in February 2023. From October 2015 to January 2022, Mr. Senn served as Vice President in various roles responsible for research & development, marketing and commercial sales. From January 2013 until the Company's acquisition of Lake Region Medical in October 2015, he was responsible for research & development and program management for Lake Region Medical. Prior to joining Lake Region Medical, Mr. Senn served as Director of Program Management responsible for electrophysiology systems at St. Jude Medical from June 2009 until January 2013. From June 2003 to

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. The Company has updated its Earnings Conference Call slide presentation for the third quarter ended September 27, 2024 and will make it available on the Company's website at www.integer.net, under "Investor Relations - News & Events". The slide presentation will be referenced during the Company's earnings conference call. The information found on, or otherwise accessible through, the Company's website is not incorporated by reference herein. A copy of the press release announcing the appointments of Messrs. Khales and Senn to their new positions with the Company is furnished with this report as Exhibit 99.2.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibit 99.1 Press Release dated October 24, 2024 99.2 Press Release dated October 24, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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. INTEGER HOLDINGS CORPORATION Date: October 24, 2024 By: /s/ Diron Smith Diron Smith Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR