| Merit Medical Announces Proposed Private Placement of $550 Million of Convertible Senior Notes
SOUTH JORDAN, Utah, December 4, 2023 – Merit Medical Systems, Inc. (Nasdaq: MMSI) (“Merit”), a leading
global manufacturer and marketer of healthcare technology, announced today that it intends to offer,
subject to market conditions and other factors, $550.0 million aggregate principal amount of Convertible
Senior Notes due 2029 (the “notes”) in a private placement (the “offering”) only to persons reasonably
believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”). Merit also intends to grant the initial purchasers of the notes an option to
purchase, during a 13-day period beginning on, and including, the date on which the notes are first issued,
up to an additional $82.5 million aggregate principal amount of the notes.
The notes will be senior unsecured obligations of Merit and will accrue interest payable semiannually in
arrears. Upon conversion, Merit will pay cash up to the aggregate principal amount of the notes to be
converted and pay or deliver, as the case may be, cash, shares of Merit's common stock or a combination
of cash and shares of Merit's common stock, at Merit’s election, in respect of the remainder, if any, of
Merit’s conversion obligation in excess of the aggregate principal amount of the notes being converted.
The interest rate, initial conversion rate and other terms of the notes will be determined at the time of
pricing of the offering.
Merit intends to use a portion of the net proceeds from the offering to pay the cost of the capped call
transactions described below. If the initial purchasers exercise their option to purchase additional notes,
Merit expects to use a portion of the net proceeds from the sale of the additional notes to enter into
additional capped call transactions with the option counterparties (as defined below). Merit intends to use
the remaining net proceeds from the offering for general corporate purposes, which may include
repayment or reduction of existing debt, sales and marketing activities, medical affairs and educational
efforts, research and development, clinical studies, working capital, capital expenditures and investments
in and acquisitions of other companies, products or technologies in the future. However, while Merit
regularly evaluates acquisition opportunities, Merit has no commitments with respect to any acquisitions
of other companies, products or technologies of a material nature at this time.
In connection with the pricing of the notes, Merit expects to enter into privately negotiated capped call
transactions with one or more of the initial purchasers and/or their respective affiliates (the “option
counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments, the number
of shares of Merit’s common stock initially underlying the notes. The capped call transactions are expected
generally to reduce the potential dilution to Merit’s common stock upon any conversion of notes and/or
offset any cash payments Merit is required to make in excess of the principal amount of converted notes,
as the case may be, with such reduction and/or offset subject to a cap.
In connection with establishing their initial hedges of the capped call transactions, Merit expects the option
counterparties or their respective affiliates to enter into various derivative transactions with respect to
Merit’s common stock and/or purchase shares of Merit’s common stock concurrently with or shortly after |