Varex Announces Proposed Offering of Convertible Senior Notes Due 2025

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[{"type":"text","content":" SALT LAKE CITY--(BUSINESS WIRE)--\nVarex Imaging, Corp. (Nasdaq: VREX) today announced that it intends to offer $150 million aggregate principal amount of its Convertible Senior Notes due 2025 (the “notes”) in a private offering (the “offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the offering, Varex expects to grant the initial purchasers a 13-day option to purchase up to an additional $22.5 million aggregate principal amount of notes. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.\n\n\nThe notes will be convertible at the option of the holders into cash, shares of Varex common stock, par value $0.01 per share (the “common stock”), or a combination of cash and shares of common stock, at Varex’s election. The notes will be the senior unsecured obligations of Varex and rank equally with all of Varex’s other unsecured and unsubordinated debt. The interest rate, initial conversion rate, offering price and other terms of the notes will be determined at the time of pricing of the offering.\n\n\nVarex intends to use the net proceeds from the offering (i) to partially repay existing indebtedness under Varex's credit agreement, which Varex amended to, among other things, allow for the transactions contemplated by the offering and amend certain other financial covenants, (ii) to fund the net cost of entering into the convertible note hedge and warrant transactions, and (iii) for general corporate purposes.\n\n\nIn the event that Varex chooses to complete the proposed offering, Varex expects to enter into convertible note hedge and warrant transactions with one or more financial institutions, which may include the initial purchasers or their affiliates (the “hedge counterparties”), that are designed to offset the effect of dilution from the conversion of the notes up to a limit to be determined at the time of pricing of the notes.\n\n\nIn connection with establishing their initial hedge positions with respect to the convertible note hedge and warrant transactions, Varex expects that the hedge counterparties or their respective affiliates will enter into various cash-settled, over-the-counter...

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