Latest news with #SeniorNotes
Yahoo
29-05-2025
- Business
- Yahoo
Bombardier Announces Closing of its New Issuance of Senior Notes due 2033
MONTRÉAL, May 29, 2025 (GLOBE NEWSWIRE) -- Bombardier Inc. ('Bombardier') today announced that it has successfully closed its previously announced offering of US$500 million aggregate principal amount of Senior Notes due 2033 (the 'New Notes'). The New Notes carry a coupon of 6.750% per annum, mature on June 15, 2033 and were sold at par. Bombardier intends to use the proceeds of the offering of the New Notes, together with cash on hand, (i) to fund the repayment and/or retirement of outstanding indebtedness, including the redemption of US$500 million aggregate principal amount of its outstanding 7.875% Senior Notes due 2027 (the '2027 Notes'), and (ii) to pay accrued interest and related fees and expenses. As of the date hereof, prior to giving effect to this redemption, there is US$683,142,000 aggregate principal amount outstanding of the 2027 Notes. The redemption is expected to be completed on June 13, 2025, in accordance with the notice of partial redemption that Bombardier issued on May 14, 2025. This press release does not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any security and shall not constitute an offer, solicitation, sale or purchase of any securities in any jurisdiction in which such offering, solicitation, sale or purchase would be unlawful. The New Notes mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended, any state securities laws or the laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The New Notes mentioned herein were offered and sold in the United States only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act and outside the United States in reliance on Regulation S under the U.S. Securities Act. The New Notes mentioned herein have not been and will not be qualified for distribution to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the securities in Canada was made on a basis which is exempt from the prospectus requirements of such securities laws. The New Notes were offered and sold in Canada on a private placement basis only to 'accredited investors' pursuant to certain prospectus exemptions. Certain statements in this announcement are forward-looking statements based on current expectations. By their nature, forward-looking statements require us to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from those set forth in the forward-looking statements For information Francis Richer de La FlècheVice President, Financial Planning and Investor Relations Bombardier +1 514 240 9649 Mark MasluchSenior Director, Communications Bombardier +1 514 855 7167Sign in to access your portfolio
Business Wire
29-05-2025
- Business
- Business Wire
Enpro Inc. Completes Offering of $450 Million 6.125% Senior Notes Due 2033
CHARLOTTE, N.C.--(BUSINESS WIRE)--Enpro Inc. (NYSE: NPO) ('Enpro') today announced that it has completed the previously announced offering of $450 million 6.125% Senior Notes due 2033 (the 'Senior Notes'). The offer was made in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. A portion of the net proceeds of the offering of the Senior Notes have been deposited with the trustee for Enpro's outstanding 5.75% Senior Notes due 2026 (the '5.75% Notes') to fully fund the redemption of all of the outstanding 5.75% Notes. The conditional redemption of the 5.75% Notes was announced by Enpro on May 13, 2025, with a redemption date of June 12, 2025, and all of the conditions to such redemption have been satisfied. The Senior Notes are unsecured, unsubordinated obligations of Enpro and mature on June 1, 2033. Interest on the Senior Notes accrues at a rate of 6.125% per annum and is payable semi-annually in cash in arrears on June 1 and December 1 of each year, commencing December 1, 2025. The Senior Notes are guaranteed on a senior unsecured basis by Enpro's direct and indirect domestic subsidiaries that are borrowers under, or guarantee, its senior secured revolving credit facility. Each holder of the Senior Notes may require Enpro to repurchase some or all of the Senior Notes for cash upon the occurrence of a defined 'change of control' event, at a price equal to 101% of the principal amount of the Senior Notes being repurchased, plus accrued and unpaid interest. Enpro's ability to redeem the Senior Notes prior to maturity is subject to certain conditions, including in certain cases the payment of make-whole amounts. The indenture governing the Senior Notes includes covenants that restrict Enpro's ability to engage in certain activities, including incurring liens on assets, engaging in certain asset sales, including sale and leaseback transactions, and merging consolidating or transferring or disposing of all or substantially all assets, subject to specified exceptions and qualifications set forth in the indenture. This press release is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, the Senior Notes. Any offers of the Senior Notes were made only by means of a private offering memorandum. The Senior Notes have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. This press release also does not constitute a notice of redemption of, or an offer to purchase or a solicitation of an offer to purchase, the 5.75% Notes. The formal notice of redemption has been provided in accordance with the terms of the indenture governing the 5.75% Notes. Forward-Looking Statements This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained under the heading of 'Risk Factors' listed from time to time in Enpro's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the period ended March 31, 2025.
Associated Press
21-05-2025
- Business
- Associated Press
Bread Financial Announces Modified Dutch Auction Cash Tender Offer for 9.750% Senior Notes Due 2029
COLUMBUS, Ohio, May 21, 2025 (GLOBE NEWSWIRE) -- Bread Financial Holdings, Inc. (NYSE: BFH) ('Bread Financial' or the 'Company') today announced it has commenced a cash tender offer (the 'Tender Offer') to purchase up to $150.0 million (subject to increase, the 'Tender Cap') aggregate principal amount of its 9.750% Senior Notes maturing March 2029 (the 'Notes'). The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated May 21, 2025 (as it may be amended or supplemented, the 'Offer to Purchase'). The Tender Offer will expire at 5:00 p.m., New York City time, on June 20, 2025, unless extended or earlier terminated as described in the Offer to Purchase (such date and time, as they may be extended, the 'Expiration Time'), with an early participation deadline of 5:00 p.m., New York City time, on June 4, 2025 (the 'Early Participation Date'), unless extended or earlier terminated. The total consideration payable for each $1,000 principal amount of Notes will be determined based on a modified 'Dutch Auction' procedure. Holders of the Notes ('Holders') who validly tender (and do not validly withdraw) their Notes before 5:00 p.m., New York City time, on the Early Participation Date, and whose Notes are accepted for purchase by the Company, will be eligible to receive the 'Total Consideration,' which includes an 'Early Participation Amount' of $50.00 for each $1,000 principal amount of the Notes validly tendered. The Company may, but is not obligated to, following the Early Participation Date and prior to the Expiration Time, elect to accept the Notes validly tendered by Holders on or prior to the Early Participation Date, for settlement on such date or promptly thereafter (the 'Early Payment Date'). If the Company elects to have an Early Payment Date, it is currently expected to be June 9, 2025, though it will issue a press release announcing the date selected as the Early Payment Date. Holders who validly tender their Notes after the Early Participation Date and on or prior to the Expiration Time, and who have their Notes accepted for purchase by the Company, will not be eligible to receive the Early Participation Amount and will only receive the Total Consideration minus the Early Participation Amount (the 'Tender Offer Consideration') on the final payment date (the 'Final Payment Date'). The Final Payment Date is currently expected to occur on June 25, 2025. Holders electing to participate may specify the minimum Total Consideration (the 'Bid Price') they would be willing to receive in exchange for each $1,000 principal amount of Notes they choose to tender in the Tender Offer. The Bid Price that Holders specify for each $1,000 principal amount of Notes must be within the range set forth in the table below and must be in increments of $1.25. The following table sets forth certain terms of the Tender Offer: As more fully described in the Offer to Purchase, the Total Consideration for each $1,000 principal amount of Notes validly tendered by Holders (and not validly withdrawn) on or prior to the Early Participation Date and accepted for purchase by the Company (subject to proration, if applicable) will be equal to the sum of: (1) the 'Base Price,' which also is equal to the minimum Bid Price, and (2) the 'Clearing Premium,' which will be determined by consideration of the bid premiums of all validly tendered (and not validly withdrawn) Notes on or prior to the Early Participation Date, in order of lowest to highest bid premiums. If the aggregate amount of the Notes validly tendered (and not validly withdrawn) at or below the Clearing Premium would cause the Company to accept an aggregate principal amount of Notes in excess of the Tender Cap, then Holders of Notes tendered at the Clearing Premium will be subject to proration as described in the Offer to Purchase. Tendered Notes may be withdrawn any time on or prior to 5:00 p.m., New York City time, on June 4, 2025, unless extended by the Company (such date and time, as the same may be extended or earlier terminated, the 'Withdrawal Date'). Notes validly tendered after the Withdrawal Date may not be withdrawn or revoked, unless otherwise required by law. The Tender Offer is subject to the satisfaction or waiver of a number of conditions as set forth in the Offer to Purchase. The Company may amend, extend or terminate the Tender Offer in its sole discretion and subject to applicable law. The Company reserves the right, subject to applicable law, to (a) extend the Early Participation Date, the Withdrawal Date or the Expiration Time, in each case, to a later date and time; (b) increase the Tender Cap; (c) waive in whole or in part any or all conditions to the Tender Offer; (d) delay the acceptance for purchase of any Notes or delay the purchase of any Notes; (e) increase the maximum bid price (as described in the Offer to Purchase); (f) decrease the minimum bid price or the maximum bid price (each as described in the Offer to Purchase); or (g) otherwise modify or terminate the Tender Offer. The Company does not intend to extend the Early Participation Date, the Withdrawal Date or the Expiration Time unless required by law or otherwise in its sole discretion. J.P. Morgan Securities LLC is acting as the sole lead dealer manager and BMO Capital Markets Corp., CIBC World Markets Corp., KeyBanc Capital Markets Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Truist Securities, Inc., Fifth Third Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC are acting as co-dealer managers for the Tender Offer. Ipreo LLC is serving as the information agent and tender agent. Copies of the Offer to Purchase and related tender offering materials are available by contacting the information agent at (212) 849-3880 (banks and brokers) and at (888) 593-9546 (all others) or by email at [email protected]. Questions regarding the Tender Offer should be directed to J.P. Morgan at (866) 834-4666 (toll free) or (212) 834-7489 (collect). None of the Company, the sole lead dealer manager, the co-dealer managers, the information agent and tender agent or the trustee for the Notes makes any recommendation as to whether Holders should tender any Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes and the Bid Price or Bid Prices at which to tender. This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Tender Offer is being made solely by means of the Offer to Purchase. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by the dealer managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Cautionary Statement on Forward-Looking Language This news release may contain forward-looking statements, including, but not limited to, our financing plans and the details thereof, including the proposed tender offer of the Notes and the other expected effects of such transaction. Forward-looking statements may generally be identified by the use of the words such as 'believe,' 'expect,' 'anticipate,' 'estimate,' 'intend,' 'project,' 'plan,' 'likely,' 'may,' 'should' or other words or phrases of similar import. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding, and the guidance we give with respect to, our anticipated operating or financial results, future financial performance and outlook, future dividend declarations, and future economic conditions. We believe that our expectations are based on reasonable assumptions. Forward-looking statements, however, are subject to a number of risks and uncertainties that are difficult to predict and, in many cases, beyond our control. Accordingly, our actual results could differ materially from the projections, anticipated results or other expectations expressed in this release, and no assurances can be given that our expectations will prove to have been correct. Factors that could cause the outcomes to differ materially include, but are not limited to, the following: macroeconomic conditions, including market conditions, inflation, interest rates, labor market conditions, recessionary pressures or concerns over a prolonged economic slowdown, and the related impact on consumer spending behavior, payments, debt levels, savings rates and other behaviors; global political and public health events and conditions, including significant shifts in trade policy, such as changes to, or the imposition of, tariffs and/or trade barriers and any economic impacts, volatility, uncertainty and geopolitical instability resulting therefrom, as well as ongoing wars and military conflicts and natural disasters; future credit performance of the Company's customers, including the level of future delinquency and write-off rates; loss of, or reduction in demand for services from, significant brand partners or customers in the highly competitive markets in which the Company competes; the concentration of the Company's business in U.S. consumer credit; increases or volatility in the Allowance for credit losses that may result from the application of the current expected credit loss (CECL) model; inaccuracies in the models and estimates on which the Company relies, including the amount of its Allowance for credit losses and our credit risk management models; increases in fraudulent activity; failure to identify, complete or successfully integrate or disaggregate business acquisitions, divestitures and other strategic initiatives, including, with respect to divested businesses, any associated guarantees, indemnities or other liabilities; the extent to which the Company's results are dependent upon its brand partners, including its brand partners' financial performance and reputation, as well as the effective promotion and support of the Company's products by brand partners; increases in the cost of doing business, including market interest rates; the Company's level of indebtedness and inability to access financial or capital markets, including asset-backed securitization funding or deposits markets; restrictions that limit the ability of Comenity Bank and Comenity Capital Bank (the 'Banks') to pay dividends to the Company; pending and future litigation; pending and future federal, state, local and foreign legislation, regulation, supervisory guidance and regulatory and legal actions including, but not limited to, those related to financial regulatory reform and consumer financial services practices, as well as any such actions with respect to late fees, interchange fees or other charges; increases in regulatory capital requirements or other support for the Banks; impacts arising from or relating to the transition of the Company's credit card processing services to third party service providers that it completed in 2022; failures or breaches in the Company's operational or security systems, including as a result of cyberattacks, unanticipated impacts from technology modernization projects, failure of its information security controls or otherwise; loss of consumer information or other data due to compromised physical or cyber security, including disruptive attacks from financially motivated bad actors and third party supply chain issues; and any tax or other liability or adverse impacts arising out of or related to the spinoff of the Company's former LoyaltyOne segment or the bankruptcy filings of Loyalty Ventures Inc. and certain of its subsidiaries and subsequent litigation or other disputes. The foregoing factors, along with other risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward-looking statements, are described in greater detail under the headings 'Risk Factors' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' in our Annual Report on Form 10-K for the most recently ended fiscal year, which may be updated in Item 1A of, or elsewhere in, our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K. Our forward-looking statements speak only as of the date made, and the Company undertakes no obligation, other than as required by applicable law, to update or revise any forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise. About Bread Financial Bread Financial® (NYSE: BFH) is a tech-forward financial services company that provides simple, personalized payment, lending, and saving solutions to millions of U.S consumers. Our payment solutions, including Bread Financial general purpose credit cards and savings products, empower our customers and their passions for a better life. Additionally, we deliver growth for some of the most recognized brands in travel & entertainment, health & beauty, jewelry and specialty apparel through our private label and co-brand credit cards and pay-over-time products providing choice and value to our shared customers. Contacts Brian Vereb – Investor Relations [email protected] Susan Haugen – Investor Relations [email protected] Rachel Stultz – Media [email protected]
Business Wire
20-05-2025
- Business
- Business Wire
Mirion Technologies Announces Proposed $300.0 Million Offering of Convertible Senior Notes Due 2030
ATLANTA--(BUSINESS WIRE)-- Mirion Technologies, Inc. ('Mirion') (NYSE: MIR), today announced its intent to offer $300.0 million aggregate principal amount of Convertible Senior Notes due 2030 (the 'Notes') in a private placement (the '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 $45.0 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. The Notes will be general 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 Offering. Mirion expects to use the net proceeds from the Offering (i) to pay the cost of the capped call transactions described below; (ii) to repay $250.0 million of outstanding term loans under its senior secured term loan; (iii) to repurchase up to $50.0 million of shares of Mirion's Class A common stock; and (iv) the balance for general corporate purposes and working capital. Mirion has in the past, and may in the future, from time to time, seek to acquire complementary businesses or technologies; however, Mirion has no commitments for any material acquisitions or investments at this time. 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 and working capital. In connection with the pricing of the Notes, Mirion expects to enter into 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 the 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 and/or purchase shares of Mirion's Class A common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, 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 (x) are likely to do so during any observation period related to a conversion of the Notes or following any repurchase of the Notes in connection with any redemption or fundamental change and (y) are likely to do so following any other repurchase of the Notes, if Mirion elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). 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, this could affect the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes. Mirion expects to use a portion of the net proceeds from the Offering to repurchase up to $50.0 million of shares of Mirion's Class A common stock concurrently with the pricing of the Offering. Mirion expects to repurchase shares of Class A common stock sold short by initial investors in this Offering in privately negotiated transactions effected through one of the initial purchasers or one of its affiliates. Mirion expects to repurchase these shares from purchasers of Notes in the Offering at a purchase price per share equal to the last reported sale price per share of Mirion's Class A common stock on the date of the pricing of the Offering. Any such repurchases of shares of Mirion's Class A common stock will be separate from, and in addition to, repurchases under Mirion's existing stock repurchase program. These repurchases could affect the market price of Mirion's Class A common stock prior to, concurrently with or shortly after the pricing of the Notes, and could result in a higher effective conversion price for the Notes. Mirion cannot predict the magnitude of such market activity or the overall effect it will have on the market price of Mirion's Class A common stock or the conversion price for the Notes. The Offering of the Notes is not contingent upon the repurchase of any of Mirion's Class A common stock. 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 these securities 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. Forward-Looking Statements This press release contains forward-looking statements including, statements concerning the proposed terms of the Notes, capped call transactions, the completion, timing and size of the proposed Offering of the Notes and capped call transactions, the grant to the initial purchasers of the option to purchase additional Notes and the anticipated use of proceeds from the Offering. The words 'believe,' 'may,' 'will,' 'estimate,' 'continue,' 'anticipate,' 'intend,' 'expect,' 'seek,' 'plan,' 'project,' 'target,' 'looking ahead,' 'look to,' 'move into,' and similar expressions are intended to identify forward-looking statements. Forward-looking statements represent Mirion's current beliefs, estimates and assumptions only as of the date of this press release and information contained in this press release should not be relied upon as representing Mirion's estimates as of any subsequent date. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to market risks, trends and conditions. These risks are not exhaustive. Further information on these and other risks that could affect Mirion's results is included in its filings with the Securities and Exchange Commission ('SEC'), including its Annual Report on Form 10-K for the year ended December 31, 2024, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and the future reports that it may file from time to time with the SEC. Mirion assumes no obligation to, and does not currently intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Yahoo
20-05-2025
- Business
- Yahoo
Mirion Technologies Announces Proposed $300.0 Million Offering of Convertible Senior Notes Due 2030
ATLANTA, May 20, 2025--(BUSINESS WIRE)--Mirion Technologies, Inc. ("Mirion") (NYSE: MIR), today announced its intent to offer $300.0 million aggregate principal amount of Convertible Senior Notes due 2030 (the "Notes") in a private placement (the "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 $45.0 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. The Notes will be general 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 Offering. Mirion expects to use the net proceeds from the Offering (i) to pay the cost of the capped call transactions described below; (ii) to repay $250.0 million of outstanding term loans under its senior secured term loan; (iii) to repurchase up to $50.0 million of shares of Mirion's Class A common stock; and (iv) the balance for general corporate purposes and working capital. Mirion has in the past, and may in the future, from time to time, seek to acquire complementary businesses or technologies; however, Mirion has no commitments for any material acquisitions or investments at this time. 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 and working capital. In connection with the pricing of the Notes, Mirion expects to enter into 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 the 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 and/or purchase shares of Mirion's Class A common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, 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 (x) are likely to do so during any observation period related to a conversion of the Notes or following any repurchase of the Notes in connection with any redemption or fundamental change and (y) are likely to do so following any other repurchase of the Notes, if Mirion elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). 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, this could affect the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes. Mirion expects to use a portion of the net proceeds from the Offering to repurchase up to $50.0 million of shares of Mirion's Class A common stock concurrently with the pricing of the Offering. Mirion expects to repurchase shares of Class A common stock sold short by initial investors in this Offering in privately negotiated transactions effected through one of the initial purchasers or one of its affiliates. Mirion expects to repurchase these shares from purchasers of Notes in the Offering at a purchase price per share equal to the last reported sale price per share of Mirion's Class A common stock on the date of the pricing of the Offering. Any such repurchases of shares of Mirion's Class A common stock will be separate from, and in addition to, repurchases under Mirion's existing stock repurchase program. These repurchases could affect the market price of Mirion's Class A common stock prior to, concurrently with or shortly after the pricing of the Notes, and could result in a higher effective conversion price for the Notes. Mirion cannot predict the magnitude of such market activity or the overall effect it will have on the market price of Mirion's Class A common stock or the conversion price for the Notes. The Offering of the Notes is not contingent upon the repurchase of any of Mirion's Class A common stock. 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 these securities 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. Forward-Looking Statements This press release contains forward-looking statements including, statements concerning the proposed terms of the Notes, capped call transactions, the completion, timing and size of the proposed Offering of the Notes and capped call transactions, the grant to the initial purchasers of the option to purchase additional Notes and the anticipated use of proceeds from the Offering. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "seek," "plan," "project," "target," "looking ahead," "look to," "move into," and similar expressions are intended to identify forward-looking statements. Forward-looking statements represent Mirion's current beliefs, estimates and assumptions only as of the date of this press release and information contained in this press release should not be relied upon as representing Mirion's estimates as of any subsequent date. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to market risks, trends and conditions. These risks are not exhaustive. Further information on these and other risks that could affect Mirion's results is included in its filings with the Securities and Exchange Commission ("SEC"), including its Annual Report on Form 10-K for the year ended December 31, 2024, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and the future reports that it may file from time to time with the SEC. Mirion assumes no obligation to, and does not currently intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 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