8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) December 15, 2016

TELEFLEX INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-5353	23-1147939
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

550 East Swedesford Road, Suite 400, Wayne, Pennsylvania		19087
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code	(610) 225-6800

Not applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities

On December 15, 2016, Teleflex Incorporated (the “Company”) entered into separate, privately negotiated agreements (the “Exchange Agreements”) with certain of the holders (the “Holders”) of the Company’s 3.875% convertible senior subordinated notes due 2017 (the “Notes”) pursuant to which the Company has agreed to exchange approximately $91.7 million aggregate principal amount of the Notes for exchange consideration per $1,000 principal amount of Notes equal to: (i) cash in an amount equal to $1,000 per $1,000 principal amount of Notes, (ii) a number of shares of the Company’s common stock equal to the amount of the conversion value in excess of the principal amount calculated over an averaging period, (iii) an inducement payment to be paid in shares of the Company’s common stock and (iv) cash in an amount equal to accrued and unpaid interest to, but not including, the closing date. The Company intends to fund the approximately $91.7 million aggregate principal amount through borrowings under its revolving credit agreement. Following the exchanges, which are expected to close on or about January 5, 2017, subject to customary closing conditions, the Company would have exchanged or converted approximately $355.7 million aggregate principal amount of the Notes to date and will have approximately $44.3 million of Notes outstanding following the completion of these exchanges and conversions. The issuance of the shares of the Company’s common stock to the Holders pursuant to the Exchange Agreements will be made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 3(a)(9) thereof.

In connection with entering into the Exchange Agreements, the Company has also entered into agreements with dealers party to certain convertible note hedge transactions related to the Notes, in order to unwind a corresponding portion of such convertible note hedge transactions. The Company has also entered into agreements with such dealer counterparties to unwind certain warrant transactions. On a net basis after giving effect to the agreements to unwind the convertible note hedge transactions and the agreements to unwind the warrant transactions, the Company expects to receive from such dealer counterparties a number of shares of its common stock to be calculated over the averaging period.

Item 8.01 Other Events

On December 15, 2016, the Company issued a press release announcing the transactions described herein. A copy of this press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated December 15, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 15, 2016 TELEFLEX INCORPORATED By: /s/ Jake Elguicze Name: Jake Elguicze Title: Treasurer and Vice President, Investor Relations

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated December 15, 2016

EX-99.1

Exhibit 99.1

For Immediate Release

Teleflex Enters Into Separate Privately Negotiated Agreements with Certain of its Convertible Note Holders

WAYNE, Pa.—December 15, 2016—Teleflex Incorporated (NYSE:TFX) announced today that it has entered into separate, privately negotiated agreements with certain of the holders of its 3.875% convertible senior subordinated notes due 2017 (the “Notes”). Teleflex has agreed to exchange approximately $91.7 million aggregate principal amount of the Notes for cash in an amount equal to $1,000 per $1,000 principal amount of Notes, a number of shares of Teleflex common stock equal to the amount of the conversion value in excess of the principal amount calculated over an averaging period, inducement payments to be paid in shares of Teleflex common stock and cash in an amount equal to accrued and unpaid interest. Teleflex intends to fund the principal amount of the exchange consideration through borrowings under its revolving credit agreement. Following the exchanges, which are expected to close on or about January 5, 2017, subject to customary closing conditions, we will have exchanged or converted approximately $355.7 million aggregate principal amount of the Notes to date and will have approximately $44.3 million of Notes outstanding following the completion of these exchanges and conversions.

In connection with the contemplated exchange of the Notes, Teleflex has also entered into agreements with dealers party to certain convertible note hedge transactions related to the Notes to unwind a corresponding portion of such convertible note hedge transactions. Teleflex has also entered into agreements with such dealer counterparties to unwind certain warrant transactions.

In connection with these exchanges, the issuance of the shares of Teleflex common stock upon the consummation of these exchanges, and the unwinding by the dealer counterparties of their hedges of the convertible note hedge transactions and warrant transactions, Teleflex expects the various exchange agreement counterparties and the dealer counterparties in aggregate to purchase Teleflex common stock during the averaging period in open market transactions and/or privately negotiated transactions. These expected activities could, subject to any market or other conditions, increase or prevent a decrease in the market price of Teleflex common stock.

The shares of Teleflex common stock issuable upon exchange have not been registered under the Securities Act or any U.S. state securities laws or other jurisdiction.

This press release does not constitute an offer to buy or sell or the solicitation of an offer to sell or buy Notes or shares of Teleflex common stock in any jurisdiction in which such an offer, purchase or sale would be unlawful.

About Teleflex Incorporated

Teleflex is a global provider of medical technologies designed to improve the health and quality of people’s lives. We apply purpose driven innovation – a relentless pursuit of identifying unmet clinical needs – to benefit patients and healthcare providers. Our portfolio is diverse, with solutions in the fields of vascular and interventional access, surgical, anesthesia, cardiac care, urology, emergency medicine

and respiratory care. Teleflex employees worldwide are united in the understanding that what we do every day makes a difference.

Teleflex is the home of Arrow^®, Deknatel^®, Hudson RCI^®, LMA^®, Pilling^®, Rusch^® and Weck^® – trusted brands united by a common sense of purpose.

CAUTION CONCERNING FORWARD-LOOKING INFORMATION

This press release contains forward-looking statements, including the consummation of the exchanges and unwinding of the convertible note hedge transactions and warrant transactions. Actual results could differ materially from those in the forward-looking statements due to, among other things, conditions in the end markets we serve, customer reaction to new products and programs, our ability to achieve sales growth, price increases or cost reductions; changes in the reimbursement practices of third party payors; our ability to realize efficiencies and to execute on our strategic initiatives; changes in material costs and surcharges; market acceptance and unanticipated difficulties in connection with the introduction of new products and product line extensions; product recalls; unanticipated difficulties in connection with the consolidation of manufacturing and administrative functions, including as a result of difficulties with various employees, labor representatives or regulators; the loss of skilled employees in connection with such initiatives; unanticipated difficulties, expenditures and delays in complying with government regulations applicable to our businesses; the impact of government healthcare reform legislation; our ability to meet our debt obligations; changes in general and international economic conditions, including fluctuations in foreign currency exchange rates and the impact of the United Kingdom’s vote to leave the European Union; and other factors described or incorporated in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2015.

Contacts

Teleflex Incorporated

Jake Elguicze

Treasurer and Vice President, Investor Relations

610-948-2836