CONMED’s $345 Million Convertible Senior Notes Offering

Simpson Thacher recently represented the initial purchasers, led by J.P. Morgan Securities LLC and Barclays Capital Inc., in the offering of $345 million aggregate principal amount of 2.625% Convertible Senior Notes due 2024 by CONMED Corporation, which includes the full exercise of the initial purchasers’ option to purchase additional Notes.

A portion of the net proceeds were used to pay the cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds to CONMED from the warrant transactions). CONMED expects to use the remaining proceeds, together with borrowings under its credit facilities and cash on hand, to pay (i) the cash consideration for the acquisition of Buffalo Filter and (ii) the transaction costs associated with this offering, the credit facilities and the Buffalo Filter acquisition.

CONMED (NASDAQ: CNMD) is a medical technology company that provides surgical devices and equipment for minimally invasive procedures. The company’s products are used by surgeons and physicians in a variety of specialties, including orthopedics, general surgery, gynecology, neurosurgery, thoracic surgery and gastroenterology. CONMED has a direct selling presence in 19 countries, and international sales constitute approximately 50% of the company’s total sales. Headquartered in Utica, New York, the company employs approximately 3,100 people.

The Simpson Thacher team included Roxane Reardon (Picture), Patrick Baron, Sunny Cheong and Alexander Yeagley (Capital Markets); Jonathan Lindabury and Nathan Utterback (Derivatives); Marcy Geller (Tax); Lori Lesser and Genevieve Dorment (Intellectual Property); Larry Moss and Pinto Adhola (Executive Compensation and Employee Benefits); Michael Isby and Timothy Mulvihill (Environmental) and Jennie Getsin (Blue Sky).

Involved fees earner: Pinto Adhola – Simpson Thacher & Bartlett; Patrick Baron – Simpson Thacher & Bartlett; Sunny Cheong – Simpson Thacher & Bartlett; Marcy Geller – Simpson Thacher & Bartlett; Jennie Getsin – Simpson Thacher & Bartlett; Michael Isby – Simpson Thacher & Bartlett; Lori Lesser – Simpson Thacher & Bartlett; Jonathan Lindabury – Simpson Thacher & Bartlett; Laurence Moss – Simpson Thacher & Bartlett; Timothy Mulvihill – Simpson Thacher & Bartlett; Roxane Reardon – Simpson Thacher & Bartlett; Nathan Utterback – Simpson Thacher & Bartlett; Alexander Yeagley – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Barclays Capital; J.P. Morgan Securities LLC;

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Author: Ambrogio Visconti