0001193125-16-587523.txt : 20160512 0001193125-16-587523.hdr.sgml : 20160512 20160511192340 ACCESSION NUMBER: 0001193125-16-587523 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20160511 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160512 DATE AS OF CHANGE: 20160511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEFLEX INC CENTRAL INDEX KEY: 0000096943 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 231147939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05353 FILM NUMBER: 161641322 BUSINESS ADDRESS: STREET 1: 550 E SWEDESFORD RD STREET 2: SUITE 400 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610-225-6800 MAIL ADDRESS: STREET 1: 550 E SWEDESFORD RD STREET 2: SUITE 400 CITY: WAYNE STATE: PA ZIP: 19087 8-K 1 d130127d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): May 11, 2016

 

 

Teleflex Incorporated

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   1-5353   23-1147939

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

550 East Swedesford Road, Suite 400

Wayne, PA

  19087
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (610) 255-6800

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 8.01. Other Events.

On May 11, 2016, Teleflex Incorporated (the “Company”) announced that it intended to offer $400.0 million aggregate principal amount of Senior Notes due 2026 (the “Notes”). A copy of the press release announcing the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Subsequently, on May 11, 2016, the Company announced that it priced its offering of the Notes. The Company intends to use the net proceeds from the offering to repay approximately $393.0 million of borrowings under its revolving credit facility. A copy of the press release announcing the pricing of the offering is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

99.1    Press release, dated May 11, 2016.
99.2    Press release, dated May 11, 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: May 11, 2016

 

TELEFLEX INCORPORATED
By:  

/s/ Jake Elguicze

  Jake Elguicze
  Treasurer and Vice President,
  Investor Relations


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Press release, dated May 11, 2016
99.2    Press release, dated May 11, 2016
EX-99.1 2 d130127dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

 

Contact:    Jake Elguicze
   Treasurer and Vice President, Investor Relations
   610-948-2836

FOR IMMEDIATE RELEASE

TELEFLEX INCORPORATED ANNOUNCES PUBLIC OFFERING OF $400 MILLION OF SENIOR NOTES

WAYNE, Pa. — May 11, 2016 – Teleflex Incorporated (NYSE: TFX) (“Teleflex”) announced today the registered public offering, subject to market and other conditions, of $400.0 million aggregate principal amount of senior notes due 2026 (the “Notes”). The interest rate and other terms of the Notes will be determined at pricing.

The Notes will be guaranteed by each of Teleflex’s existing and future wholly-owned domestic subsidiaries that is a guarantor or other obligor under its revolving credit facility and by certain of Teleflex’s other wholly-owned domestic subsidiaries.

Teleflex intends to use the net proceeds from the offering to repay approximately $393.0 million of borrowings under its revolving credit facility.

J.P. Morgan and BofA Merrill Lynch are acting as joint book-running managers for this offering.

The Notes will be issued pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”) on Form S-3. The offering is being made only by means of a prospectus supplement and accompanying prospectus. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies may also be obtained from J.P. Morgan Securities LLC by calling (866) 803-9204, or from Merrill Lynch, Pierce, Fenner & Smith Incorporated at 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001 Attn: Prospectus Department or by e-mail at dg.prospectus_requests@baml.com. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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.

CAUTION CONCERNING FORWARD-LOOKING INFORMATION

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements. Any forward-looking statements contained herein are based on our management’s current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in circumstances, which may cause actual results or company actions to differ materially from what is expressed or implied by these statements. These risks and uncertainties are identified and described in more detail in our prospectus supplement and accompanying prospectus and our filings with the SEC, including our Annual Report on Form 10-K filed with the SEC on February 25, 2016 and quarterly report on Form 10-Q filed with the SEC on April 28, 2016, which can be obtained on the SEC’s website at http://www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statements, except as otherwise specifically stated by us or as required by law or regulation.

EX-99.2 3 d130127dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

LOGO

 

Contact:    Jake Elguicze
   Treasurer and Vice President, Investor Relations
   610-948-2836

FOR IMMEDIATE RELEASE

TELEFLEX INCORPORATED ANNOUNCES PRICING OF $400 MILLION SENIOR NOTES OFFERING

WAYNE, Pa. — May 11, 2016 – Teleflex Incorporated (NYSE: TFX) (“Teleflex”) announced today that it priced its offering of $400.0 million aggregate principal amount of 4.875% senior notes due 2026 (the “Notes”) at an issue price of 100.000%. The sale of the Notes is expected to close on May 16, 2016, subject to customary closing conditions.

The Notes will be guaranteed by each of Teleflex’s existing and future wholly-owned domestic subsidiaries that is a guarantor or other obligor under its revolving credit facility and by certain of Teleflex’s other wholly-owned domestic subsidiaries.

Teleflex intends to use the net proceeds from the offering to repay approximately $393.0 million of borrowings under its revolving credit facility.

J.P. Morgan and BofA Merrill Lynch are acting as joint book-running managers for this offering.

The Notes will be issued pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”) on Form S-3. The offering is being made only by means of a prospectus supplement and accompanying prospectus. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies may also be obtained from J.P. Morgan Securities LLC by calling (866) 803-9204, or from Merrill Lynch, Pierce, Fenner & Smith Incorporated at 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001 Attn: Prospectus Department or by e-mail at dg.prospectus_requests@baml.com. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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.

CAUTION CONCERNING FORWARD-LOOKING INFORMATION

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements. Any forward-looking statements contained herein are based on our management’s current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in circumstances, which may cause actual results or company actions to differ materially from what is expressed or implied by these statements. These risks and uncertainties are identified and described in more detail in our prospectus supplement and accompanying prospectus and our filings with the SEC, including our Annual Report on Form 10-K filed with the SEC on February 25, 2016 and quarterly report on Form 10-Q filed with the SEC on April 28, 2016, which can be obtained on the SEC’s website at http://www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statements, except as otherwise specifically stated by us or as required by law or regulation.

GRAPHIC 4 g130127g0511193233106.jpg GRAPHIC begin 644 g130127g0511193233106.jpg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g130127g33x80.jpg GRAPHIC begin 644 g130127g33x80.jpg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end