Mirion Technologies Inc. (MIR) announced the pricing of $350.0 million aggregate principal amount of 0.25% Convertible Senior Notes due 2030 in a private placement. The size of the Offering was increased from the previously announced $300.0 million aggregate principal amount of Notes.
In connection with the Offering, Mirion granted 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 $50.0 million aggregate principal amount of Notes. The Offering is expected to close on May 23, 2025.
According to the company, the Notes will be general unsecured obligations of Mirion and will accrue interest payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2025, at a rate of 0.25% per year. The Notes will mature on June 1, 2030, unless earlier converted, redeemed or repurchased.
Mirion estimates that the net proceeds from the Offering will be approximately $339.1 million after deducting the initial purchasers' discounts and commissions and estimated Offering expenses payable by Mirion or approximately $387.7 million if the initial purchasers exercise their option to purchase additional Notes in full.
Mirion expects the net proceeds from the Offering will be used to pay the approximately $39.1 million cost of the capped call transactions; to repay $250.0 million of the outstanding term loans under its senior secured term loan; to pay $31.0 million to repurchase shares of Mirion's Class A common stock; and the balance for general corporate purposes and working capital.
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 and the remaining net proceeds for general corporate purposes and working capital.
The Notes will be convertible at the option of the holders in certain circumstances. The Notes will be convertible 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 initial conversion rate is 43.2751 shares of Mirion's Class A common stock per $1,000 principal amount of Notes, and will be subject to customary anti-dilution adjustments.
Mirion may not redeem the Notes prior to June 6, 2028. Mirion may redeem for cash all or any portion of the Notes, at its option, on or after June 6, 2028, but only if a certain liquidity condition has been satisfied and the last reported sale price of Mirion's Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Mirion provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If Mirion redeems less than all of the outstanding Notes, at least $100 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant redemption notice.
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