UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. | Other Events. |
On May 21, 2020, Teleflex Incorporated (the “Company”) announced that it intends to offer $500.0 million aggregate principal amount of Senior Notes (the “Notes”). A copy of the press release announcing the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The offering of the Notes will be made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in the United States only to investors who are reasonably believed to be “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act, or to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be 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 announcement 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.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
99.1 |
Press release, dated May 21, 2020. | |||
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
EXHIBIT INDEX
Exhibit |
Description | |||
99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 21, 2020
TELEFLEX INCORPORATED | ||
By: |
/s/ Jake Elguicze | |
Name: |
Jake Elguicze | |
Title: |
Treasurer and Vice President, Investor Relations |
Exhibit 99.1
Contact: | Jake Elguicze | |
Treasurer and Vice President, Investor Relations | ||
610-948-2836 |
FOR IMMEDIATE RELEASE
TELEFLEX INCORPORATED ANNOUNCES PRIVATE OFFERING OF $500 MILLION OF SENIOR NOTES DUE 2028
WAYNE, Pa. May 21, 2020 Teleflex Incorporated (NYSE: TFX) (Teleflex) announced today the commencement of a private offering of $500.0 million aggregate principal amount of senior notes due 2028 (the Notes), subject to market and other conditions. The interest rate and other terms of the Notes will be determined at pricing.
The Notes will be guaranteed by each of Teleflexs existing and future wholly-owned domestic subsidiaries that is a guarantor or other obligor under its credit agreement.
Teleflex intends to use the net proceeds from the offering to repay borrowings under its revolving credit facility.
The offering of the Notes will be made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), in the United States only to investors who are reasonably believed to be qualified institutional buyers, as that term is defined in Rule 144A under the Securities Act, or to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be 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 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 peoples lives. Teleflex is the home of Arrow®, Deknatel®, Hudson RCI®, LMA®, Pilling®, Rusch®, UroLift®, and Weck® - trusted brands united by a common sense of purpose.
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 managements 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 filings with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K filed with the SEC on February 21, 2020 and our Quarterly Report on Form 10-Q filed with the SEC on April 30, 2020, which can be obtained on the SECs 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.
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Document and Entity Information |
May 21, 2020 |
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Cover [Abstract] | |
Entity Registrant Name | TELEFLEX INC |
Amendment Flag | false |
Entity Central Index Key | 0000096943 |
Document Type | 8-K |
Document Period End Date | May 21, 2020 |
Entity Incorporation State Country Code | DE |
Entity File Number | 1-5353 |
Entity Tax Identification Number | 23-1147939 |
Entity Address, Address Line One | 550 E. Swedesford Rd |
Entity Address, Address Line Two | Suite 400 |
Entity Address, City or Town | Wayne |
Entity Address, State or Province | PA |
Entity Address, Postal Zip Code | 19087 |
City Area Code | (610) |
Local Phone Number | 255-6800 |
Security 12b Title | Common Stock, par value $1 per share |
Trading Symbol | TFX |
Security Exchange Name | NYSE |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | false |