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Mirion Technologies, Inc. ("Mirion") (NYSE:MIR),today announced its intent to offer $250.0 million aggregate principal amount of Convertible Senior Notes due 2031 (the "notes") in a private placement (the "convertible notes offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Mirion also intends to grant the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $37.5 million aggregate principal amount of notes. The convertible notes offering is subject to market and other conditions, and there can be no assurance as to whether or when the convertible notes offering may be completed, or as to the actual size or terms of the convertible notes offering.
The notes will be general senior unsecured obligations of Mirion and will accrue interest payable semiannually in arrears. The notes will be convertible at the option of holders under certain conditions into cash, shares of Mirion's Class A common stock or a combination of cash and shares of Mirion's Class A common stock, at Mirion's election. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the convertible notes offering.
Mirion expects to use the net proceeds from the convertible notes offering, together with the net proceeds from Mirion's concurrent common stock offering (as defined below), if consummated, to (i) pay the cost of the capped call transactions (as described below) and (ii) fund its planned acquisition of all of the outstanding membership interests of WCI-Gigawatt Intermediate Holdco, LLC, as the indirect parent of Paragon Energy Solutions, LLC (the "Acquisition"), with the remainder for general corporate purposes. If the Acquisition is not consummated for any reason, Mirion expects to use the net proceeds from the convertible notes offering, together with the net proceeds from the concurrent common stock offering, if consummated, remaining after payment of the cost of the capped call transactions, for general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, Mirion 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) and the remaining net proceeds for general corporate purposes.
In connection with the pricing of the notes, Mirion expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers thereof or their respective affiliates and/or other financial institutions (the "Option Counterparties"). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of Mirion's Class A common stock initially underlying the notes. The capped call transactions are expected generally to reduce the potential dilution to Mirion's Class A common stock upon any conversion of notes and/or offset any cash payments Mirion 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, Mirion expects the Option Counterparties or their respective affiliates will enter into various derivative transactions with respect to Mirion's Class A common stock concurrently with or shortly after the pricing of the notes, including with certain investors in the notes. This activity could increase (or reduce the size of any decrease in) the market price of Mirion's Class A common stock or the trading price of the notes at that time.
In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Mirion's Class A common stock and/or purchasing or selling Mirion's Class A common stock or other securities of Mirion in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and may do so in connection with any repurchase of the notes and/or during any observation period related to a conversion of the notes). This activity could also cause or avoid an increase or a decrease in the market price of Mirion's Class A common stock or the notes, which could affect a noteholder's ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its notes.
In a separate press release and concurrently with the convertible notes offering, Mirion also announced today its intent, subject to market and other conditions, to offer $350.0 million of shares of its Class A common stock in an underwritten public offering (the "concurrent common stock offering" and, together with the convertible notes offering, the "offerings"). Mirion also intends to grant to the underwriters in the concurrent common stock offering a 30-day option to purchase up to an additional $50.0 million of shares of its Class A common stock. The completion of the convertible notes offering is not contingent on the completion of the concurrent common stock offering, and the completion of the concurrent common stock offering is not contingent on the completion of the convertible notes offering.
The notes and any shares of Mirion's Class A common stock potentially issuable upon conversion of the notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of the securities being offered in the offerings nor shall it constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
Posted In: MIR
