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The information in this prospectus supplement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. |
Per Note | Total | |||||||
Public offering price (1) | % | $ | ||||||
Underwriting discount | % | $ | ||||||
Proceeds, before expenses, to us (1) | % | $ |
(1) | Plus accrued interest from , 2011, if settlement occurs after that date |
BofA Merrill Lynch | Goldman, Sachs & Co. | J.P. Morgan |
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• | our Annual Report onForm 10-K for the year ended December 31, 2010 (including the portions of our Proxy Statement on Schedule 14A for our 2011 annual meeting of stockholders filed with the SEC on March 25, 2011 that are incorporated by reference therein), except with respect to Items 1, 2, 6, 7 and 8 which have been superseded by our Current Report onForm 8-K filed on June 1, 2011 that reports our marine business and our cargo container business as discontinued operations and adds certain financial information with respect to the guarantors; | |
• | our Quarterly Report onForm 10-Q for the quarter ended March 27, 2011, as updated by our Current Report onForm 8-K filed on June 1, 2011 to add certain financial information with respect to the guarantors; and | |
• | our Current Reports onForm 8-K filed on January 31, 2011 (with respect to Item 5.02), February 22, 2011, February 25, 2011, March 10, 2011, March 28, 2011, April 28, 2011, May 2, 2011 and June 1, 2011. |
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• | our ability to comply with government regulation to which we are subject; | |
• | changes in business relationships with and purchases by or from major customers or suppliers, including delays or cancellations in shipments; | |
• | demand for and market acceptance of new and existing products; | |
• | our ability to resolve, to the satisfaction of the U.S. Food and Drug Administration (“FDA”), the issues identified in the corporate warning letter issued to our subsidiary Arrow International, Inc. (“Arrow”); | |
• | our ability to integrate acquired businesses into our operations, realize planned synergies and operate such businesses profitably in accordance with expectations; | |
• | our ability to effectively execute our restructuring programs; | |
• | the impact of recently passed healthcare reform legislation and changes in Medicare, Medicaid and third-party coverage and reimbursements; | |
• | competitive market conditions and resulting effects on revenues and pricing; | |
• | increases in raw material costs that cannot be recovered in product pricing; | |
• | global economic factors, including currency exchange rates and interest rates; | |
• | difficulties entering new markets; and | |
• | general economic conditions. |
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• | the development of new products; | |
• | the expansion of the use of existing products in existing markets; | |
• | the introduction of existing products into new geographic markets; and | |
• | selected acquisitions, licensing agreements and partnerships which enhance or expedite our development initiatives and our ability to increase our market share. |
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Product Group | Brands | |
Critical Care | Arrow, Gibeck, HudsonRCI, Rüsch, Sheridan and VasoNova | |
Surgical Care | Deknatel, Pleur-evac, Pilling, Taut and Weck | |
Cardiac Care | Arrow | |
OEM and Development Services | Beere Medical, KMedic, Specialized Medical Devices, Deknatel and TFXOEM |
• | Critical Care. We are a leading provider of specialty products for critical care, which is predominantly comprised of single-use products. Critical care constitutes the largest product category within our Medical Segment, representing 66% of Medical Segment net revenues for the twelve months ended March 27, 2011. The large majority of sales for single-use medical products are made to the hospital/healthcare provider market, with a smaller percentage sold to alternate sites. Our medical products are used in a wide range of critical care procedures for vascular access, respiratory care, anesthesia and airway management, treatment of urologic conditions and other specialty procedures. |
• | Surgical Care. Surgical care, which is predominantly comprised of single-use products, represented 18% of Medical Segment net revenues for the twelve months ended March 27, 2011. Our surgical products include ligation and closure products, including appliers, clips and sutures used in a variety of surgical procedures; access ports used in minimally invasive surgical procedures, including robotic surgery; and fluid management products used for chest drainage. |
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Our surgical products also include hand-held instruments for general and specialty surgical procedures. |
• | Cardiac Care. Cardiac care products accounted for 5% of Medical Segment net revenues for the twelve months ended March 27, 2011. Products in this category include diagnostic catheters and capital equipment, specialized angiographic catheters, therapeutic delivery catheters and intra-aortic balloon catheters and capital equipment. | |
• | OEM and Development Services. Customized medical instruments, implants and components sold to OEMs represented 11% of Medical Segment net revenues for the twelve months ended March 27, 2011. We provide specialized product development services, which include design engineering, prototyping and testing, manufacturing, assembly and packaging. Our OEM product development and manufacturing facilities are located globally in close proximity to major medical device manufacturers in Germany, Ireland, Mexico and the United States. |
• | Our Critical Care product group generated net revenues of $954.6 million for the twelve months ended March 27, 2011 and is a leading provider of central venous catheters and airway |
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management, regional anesthesia, respiratory and urology products that are marketed under established brands such as Arrow, Rusch, Hudson RCI and Gibeck. |
• | Our Surgical Care product group generated net revenues of $264.6 million for the twelve months ended March 27, 2011 and is a leading provider of chest drainage and ligation products that are marketed under established brands such as Deknatel, Taut, Weck, Pilling and Pleur-evac. | |
• | Our Cardiac Care product group generated net revenues of $70.0 million for the twelve months ended March 27, 2011 and is a leading provider of intra-aortic balloons and intra-aortic balloon pumps that are marketed under the Arrow brand. |
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Issuer | Teleflex Incorporated, a Delaware corporation. | |
Notes Offered | $250.0 million in aggregate principal amount of % Senior Subordinated Notes due 2021. | |
Maturity Date | June 1, 2021. | |
Interest Rate | The notes will bear interest at a rate of % per annum. Interest will be computed on the basis of a360-day year composed of twelve30-day months. | |
Interest Payment Dates | June 1 and December 1 of each year, commencing on December 1, 2011. | |
Guarantees | The obligations under the notes will be fully and unconditionally guaranteed, jointly and severally, by each of our existing and future domestic subsidiaries that is a guarantor or other obligor under our credit facility and by certain of our other domestic subsidiaries. | |
Not all of our subsidiaries will guarantee the notes. Our non-guarantor subsidiaries generated approximately 50% of our consolidated revenues in the twelve-month period ended March 27, 2011 and held approximately 42% of our consolidated assets as of March 27, 2011. | ||
The guarantees will be automatically released if the notes are rated investment grade by both Moody’s and S&P and in certain other circumstances. See “Description of Notes—Certain Covenants—Changes in Covenants When Notes Are Rated Investment Grade” and “Description of Notes—Note Guarantees.” | ||
Ranking | The notes will be our general unsecured senior subordinated obligations and will be subordinated in right of payment to all of our existing and future senior indebtedness, including our indebtedness under our credit facilities, and will be equal in right of payment with all of our existing and future senior subordinated indebtedness, including our 3.875% convertible senior subordinated notes due 2017 (the “Convertible Notes”). | |
The guarantees will be the general unsecured senior subordinated obligations of our subsidiary guarantors, and will be subordinated in right of payment to all of the existing and future senior indebtedness of such subsidiary guarantors, including the indebtedness of certain of the subsidiary guarantors under our credit facilities, and will be equal in right of payment with all of |
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the future senior subordinated indebtedness of such subsidiary guarantors. Our subsidiaries do not guarantee the Convertible Notes. | ||
As of March 27, 2011, on an as adjusted basis after giving effect to this offering and the use of net proceeds thereof to prepay $125 million of borrowings under our credit facilities, we and the subsidiary guarantors would have had outstanding $428.8 million of Senior Debt (as defined under “Description of Notes—Certain Definitions”) to which the notes would be subordinated. | ||
The notes and the guarantees will be junior to the existing and future secured indebtedness of ours and our subsidiary guarantors to the extent of the value of the assets securing such indebtedness and will be structurally subordinated to all of the existing and future indebtedness and other liabilities of our non-guarantor subsidiaries. | ||
Optional Redemption | At any time on or after June 1, 2016, we may redeem some or all of the notes at the redemption prices set forth under “Description of Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. | |
In addition, at any time prior to June 1, 2016, we may, on one or more occasions, redeem some or all of the notes at a redemption price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. | ||
At any time prior to June 1, 2014, we may also redeem up to 35% of the aggregate principal amount of the notes, using the proceeds of certain qualified equity offerings, at a redemption price equal to % of the principal amount of the notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. | ||
See “Description of Notes—Optional Redemption.” | ||
Change of Control Offer | If we experience certain change of control events, we must offer to repurchase the notes at a repurchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the applicable repurchase date. See “Description of Notes—Repurchase at the Option of Holders—Change of Control.” | |
Asset Sale Offer | If we sell assets, under certain circumstances we must offer to repurchase the notes at a repurchase price equal to 100% of the principal amount of the notes repurchased plus accrued and unpaid interest, if any, to, but not including, the applicable repurchase date. See “Description of Notes—Repurchase at the Option of Holders—Asset Sales.” |
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Restrictive Covenants | The indenture governing the notes will contain covenants that, among other things, will impose significant restrictions on our business. The restrictions that these covenants place on us and our restricted subsidiaries include limitations on our ability and the ability of our restricted subsidiaries to: | |
• incur additional indebtedness or issue disqualified stock or preferred stock; | ||
• create liens; | ||
• pay dividends, make investments or make other restricted payments; | ||
• sell assets; | ||
• merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; | ||
• enter into transactions with our affiliates; | ||
• permit layering of debt; and | ||
• designate subsidiaries as unrestricted. | ||
These covenants are subject to important exceptions and limitations, which are described under “Description of Notes.” | ||
Certain of these covenants will permanently cease to be in effect if the notes are rated investment grade by both Moody’s and S&P. See “Description of Notes—Certain Covenants—Changes in Covenants when Notes Are Rated Investment Grade.” | ||
Absence of a Public Market for the Notes | The notes will be new securities for which there is currently no market. If no active trading market develops, you may not be able to resell your notes at their fair market value or at all. Future trading prices of the notes will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities. We have been informed by the underwriters that they currently intend to make a market in the notes after this offering is completed. However, the underwriters are not obligated to do so, and they may cease their market-making at any time and without notice. | |
Events of Default | Except as described under “Description of Notes—Events of Default,” if an event of default with respect to the notes occurs, holders may, upon satisfaction of certain conditions, accelerate the principal amount of the notes plus accrued and unpaid interest. In addition, the principal amount of the notes plus accrued and unpaid interest will automatically become due and payable in the case of certain types of bankruptcy or insolvency events of default involving us. |
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Listing | We do not intend to apply for listing of the notes on any securities exchange. | |
United States Federal Income and Estate Tax Consequences | For certain United States federal income and estate tax consequences of the holding and disposition of the notes, see “Certain United States Federal Income and Estate Tax Consequences.” | |
DTC Eligibility | The notes will be issued in fully registered book-entry form and will be represented by permanent global notes without coupons. Global notes will be deposited with a custodian for and registered in the name of a nominee of DTC, in New York, New York. Investors may elect to hold interests in the global notes through DTC and its direct or indirect participants as described under “Description of Notes—Book-Entry, Delivery and Form.” | |
Form and Denominations | The notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. | |
Use of Proceeds | We estimate that the net proceeds from this offering will be approximately $245.8 million, after deducting the underwriters’ discounts and commissions and our estimated offering expenses. | |
We intend to use the net proceeds of this offering to prepay $125 million of borrowings under our credit facilities, and the remainder for general corporate purposes, which may include, among other things, capital expenditures, acquisitions and additional repayment of debt. | ||
Conflicts of Interest | Certain affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, underwriters in this offering, are agents or lenders under our credit facilities and each of these lenders may receive more than 5% of the net proceeds of this offering. See “Use of Proceeds.” Accordingly, this offering is being made in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority. In accordance with this rule, Goldman, Sachs & Co. has assumed the responsibilities of acting as a qualified independent underwriter. In its role as a qualified independent underwriter, Goldman, Sachs & Co. has participated in due diligence and the preparation of this prospectus supplement and the registration statement of which this prospectus supplement is a part. Goldman, Sachs & Co. will not receive any additional fees for serving as a qualified independent underwriter in connection with this offering. Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC will not confirm sales of the debt securities to any account over which they exercise discretionary authority without the prior written approval of the customer. | |
Risk Factors | See “Risk Factors” beginning on page S-18 of this prospectus supplement for important information regarding us and an investment in the notes. |
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Twelve | ||||||||||||||||||||||||
Months | ||||||||||||||||||||||||
Three Months Ended | Ended | |||||||||||||||||||||||
Years Ended December 31, | March 28, | March 27, | March 27, | |||||||||||||||||||||
2008 | 2009 | 2010 | 2010 | 2011 | 2011 | |||||||||||||||||||
Unaudited | Unaudited | |||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Statement of Income Data (1): | ||||||||||||||||||||||||
Net revenues: | ||||||||||||||||||||||||
Medical (2) | $1,475,621 | $1,434,885 | $1,433,282 | $343,537 | $354,004 | $1,443,749 | ||||||||||||||||||
Aerospace | 149,452 | 124,463 | 128,037 | 23,795 | 34,654 | 138,896 | ||||||||||||||||||
Total net revenues | 1,625,073 | 1,559,348 | 1,561,319 | 367,332 | 388,658 | 1,582,645 | ||||||||||||||||||
Cost of goods sold | 886,076 | 838,135 | 828,897 | 190,435 | 212,620 | 851,082 | ||||||||||||||||||
Gross profit | 738,997 | 721,213 | 732,422 | 176,897 | 176,038 | 731,563 | ||||||||||||||||||
Selling, general and administrative expenses | 455,412 | 410,140 | 431,104 | 100,568 | 109,831 | 440,367 | ||||||||||||||||||
Research and development expenses | 32,598 | 36,685 | 42,621 | 9,311 | 11,038 | 44,348 | ||||||||||||||||||
Net gain on sales of businesses and assets | (296 | ) | — | (341 | ) | — | — | (341 | ) | |||||||||||||||
Restructuring and other impairment charges | 24,946 | 10,347 | 2,875 | 463 | 595 | 3,007 | ||||||||||||||||||
Income from continuing operations before interest, loss on extinguishments of debt and taxes | 226,337 | (3) | 264,041 | 256,163 | 66,555 | 54,574 | 244,182 | |||||||||||||||||
Interest expense | 121,244 | 89,250 | 79,875 | 18,994 | 16,157 | 77,038 | ||||||||||||||||||
Interest income | (2,029 | ) | (2,484 | ) | (725 | ) | (206 | ) | (106 | ) | (625 | ) | ||||||||||||
Loss on extinguishments of debt | — | — | 46,630 | — | 14,597 | 61,227 | ||||||||||||||||||
Income from continuing operations before taxes | 107,122 | (3) | 177,275 | 130,383 | 47,767 | 23,926 | 106,542 | |||||||||||||||||
Taxes on income from continuing operations | 33,745 | 40,683 | 25,225 | 14,247 | 6,426 | 17,404 | ||||||||||||||||||
Income from continuing operations | 73,377 | (3) | 136,592 | 105,158 | 33,520 | 17,500 | 89,138 | |||||||||||||||||
Operating income from discontinued operations (4) | 105,617 | 274,793 | 143,036 | 13,280 | 58,857 | 188,613 | ||||||||||||||||||
Taxes (benefit) on income from discontinued operations | 24,392 | 97,374 | 45,739 | 8,842 | (1,837 | ) | 35,060 | |||||||||||||||||
Income from discontinued operations | 81,225 | 177,419 | 97,297 | 4,438 | 60,694 | 153,553 | ||||||||||||||||||
Net income | $154,602 | (3) | $314,011 | $202,455 | $37,958 | $78,194 | $242,691 | |||||||||||||||||
Less: Net income attributable to noncontrolling interest | 747 | 1,157 | 1,361 | 286 | 382 | 1,457 | ||||||||||||||||||
Income from discontinued operations attributable to noncontrolling interest | 34,081 | 9,860 | — | — | — | — | ||||||||||||||||||
Net income attributable to Teleflex Incorporated common shareholders | $119,774 | (3) | $302,994 | $201,094 | $37,672 | $77,812 | $241,234 | |||||||||||||||||
Net income attributable to Teleflex Incorporated common shareholders from continuing operations | $72,630 | (3) | $135,435 | $103,797 | $33,234 | $17,118 | $87,681 | |||||||||||||||||
Balance Sheet Data (end of period): | ||||||||||||||||||||||||
Cash and cash equivalents | $107,275 | $188,305 | $208,452 | $202,298 | ||||||||||||||||||||
Goodwill | 1,474,123 | 1,459,441 | 1,442,411 | 1,468,990 | ||||||||||||||||||||
Intangibles and other assets, net | 1,090,852 | 1,045,706 | 986,549 | 1,004,474 | ||||||||||||||||||||
Total assets | 3,926,744 | 3,839,005 | 3,643,155 | 3,678,803 | ||||||||||||||||||||
Total debt (5) | 1,546,391 | 1,196,499 | 917,120 | 852,173 | ||||||||||||||||||||
Total equity | 1,285,883 | 1,585,074 | 1,787,278 | 1,888,988 | ||||||||||||||||||||
Other Financial Data (1): | ||||||||||||||||||||||||
Net cash provided by (used in): | ||||||||||||||||||||||||
Operating activities from continuing operations (6) | $59,193 | $137,291 | $185,119 | $34,377 | $14,062 | $164,804 | ||||||||||||||||||
Investing activities from continuing operations | (19,335 | ) | 285,734 | 149,852 | 17,932 | 64,586 | 196,506 | |||||||||||||||||
Financing activities from continuing operations | (180,769 | ) | (402,213 | ) | (336,325 | ) | (21,256 | ) | (87,488 | ) | (402,557 | ) | ||||||||||||
Capital expenditures | 27,069 | 27,942 | 31,616 | 6,737 | 6,444 | 31,323 | ||||||||||||||||||
Adjusted EBITDA (7) | 365,668 | 386,745 | 373,668 | 92,578 | 86,651 | 367,741 | ||||||||||||||||||
Free cash flow (8) | 32,124 | 109,349 | 153,503 | 27,640 | 7,618 | 133,481 |
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As of and for the | ||||
Twelve Months Ended | ||||
March 27, 2011 | ||||
(Dollars in thousands) | ||||
As Adjusted Data(9): | ||||
Total indebtedness (10) | $ | 1,056,227 | ||
Net indebtedness (11) | 733,879 | |||
Ratio of total indebtedness to Adjusted EBITDA | 2.87 | x | ||
Ratio of net indebtedness to Adjusted EBITDA | 2.00 | x |
(1) | Amounts have been revised to exclude the impact of businesses that have been presented in our consolidated financial results as discontinued operations through March 27, 2011. | |
(2) | Information regarding net revenues by product group within the Medical Segment is provided in the following table: |
Twelve | ||||||||||||||||||||||||
Months | ||||||||||||||||||||||||
Three Months Ended | Ended | |||||||||||||||||||||||
Year Ended December 31, | March 28, | March 27, | March 27, | |||||||||||||||||||||
2008 | 2009 | 2010 | 2010 | 2011 | 2011 | |||||||||||||||||||
Unaudited | Unaudited | |||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Critical Care | $957,129 | $939,390 | $943,367 | $225,929 | $237,138 | $954,576 | ||||||||||||||||||
Surgical Care | 272,504 | 260,666 | 262,683 | 63,120 | 65,018 | 264,581 | ||||||||||||||||||
Cardiac Care | 72,871 | 70,770 | 70,559 | 18,328 | 17,669 | 69,900 | ||||||||||||||||||
OEM and Development Services | 158,343 | 149,829 | 154,214 | 35,333 | 33,867 | 152,748 | ||||||||||||||||||
Other | 14,774 | 14,230 | 2,459 | 827 | 312 | 1,944 | ||||||||||||||||||
Total net revenues | $1,475,621 | $1,434,885 | $1,433,282 | $343,537 | $354,004 | $1,443,749 |
(3) | In the year ended December 31, 2008, a non-cash charge associated with a fair market value inventory adjustment in connection with the Arrow acquisition decreased income from continuing operations before interest, loss on extinguishments of debt and taxes by $6.9 million and decreased income from continuing operations by $4.4 million. | |
(4) | Net gain (loss) on disposal of discontinued operations included in operating income from discontinued operations is as follows: |
Twelve | ||||||||||||||||||||||||
Months | ||||||||||||||||||||||||
Ended | ||||||||||||||||||||||||
Years Ended December 31, | Three Months Ended | March 27, | ||||||||||||||||||||||
2008 | 2009 | 2010 | March 28, 2010 | March 27, 2011 | 2011 | |||||||||||||||||||
Unaudited | Unaudited | |||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Net gain (loss) on disposal of discontinued operations | $ | (8,238 | ) | $ | 272,307 | $ | 114,702 | $ | 9,737 | $ | 56,773 | $ | 161,738 |
(5) | Reflects amount of current borrowings and long-term debt outstanding as reflected on our balance sheet, which, in accordance with GAAP, does not include the total outstanding principal amounts of our Convertible Notes. In accordance withASC 470-20, the fair value of the feature to convert the Convertible Notes into common stock is reported as a component of stockholders’ equity. The Convertible Notes are reported at a discount to the face amount on our balance sheet resulting in a decrease in the amount of debt with an increase in equity reported in our financial statements. Under GAAP, the amount of debt reported will accrete up to the face amount over the expected term of the Convertible Notes.ASC 470-20 does not affect the actual amount that we are required to repay. |
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(6) | Both 2008 and 2009 cash flow from continuing operations reflect the impact of estimated tax payments made in connection with businesses divested of $90.2 million and $97.5 million, respectively, and 2010 reflects the impact of a refund received of $59.5 million of such 2009 tax payments made. | |
(7) | Adjusted EBITDA represents net income before interest expense, net, provision for income taxes, depreciation and amortization, as further adjusted to exclude unusual items and other adjustments that will be required or permitted in determining our ability to engage in certain activities, such as incurring additional debt and making certain payments under the indenture that will govern the notes offered hereby. The amounts presented in this prospectus supplement for Adjusted EBITDA are calculated under the definition of Consolidated EBITDA set forth under “Description of Notes—Certain Definitions.” The amounts presented in this prospectus supplement for Adjusted EBITDA differ from the amounts calculated under the definition of Consolidated EBITDA used in our credit facilities as a result of differences in certain adjustments. | |
We believe that the presentation of Adjusted EBITDA is appropriate to provide additional information to investors about certain non-cash items, unusual items that we do not expect to continue at the same level in the future, or other items that we do not believe to be reflective of our ongoing operating performance. | ||
Adjusted EBITDA is not a measurement of operating performance computed in accordance with GAAP and should not be considered a substitute for income from continuing operations, net income or cash flows from operating activities of continuing operations computed in accordance with GAAP. Adjusted EBITDA has limitations as an analytical tool. Some of the limitations are: | ||
• Adjusted EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; | ||
• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; | ||
• Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; | ||
• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and | ||
• other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. | ||
Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally. We further believe that our presentation of these GAAP and non-GAAP financial measurements provide information that is useful to investors because they are important indicators of the strength of our operations and the performance of our core business. |
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A reconciliation of net income to Adjusted EBITDA is provided below: |
Twelve | ||||||||||||||||||||||||
Months | ||||||||||||||||||||||||
Three Months Ended | Ended | |||||||||||||||||||||||
Years Ended December 31, | March 28, | March 27, | March 27, | |||||||||||||||||||||
2008 | 2009 | 2010 | 2010 | 2011 | 2011 | |||||||||||||||||||
Unaudited | Unaudited | |||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Net income | $154,602 | $314,011 | $202,455 | $37,958 | $78,194 | $242,691 | ||||||||||||||||||
Income from discontinued operations, net of tax | (81,225 | ) | (177,419 | ) | (97,297 | ) | (4,438 | ) | (60,694 | ) | (153,553 | ) | ||||||||||||
Income from continuing operations | 73,377 | 136,592 | 105,158 | 33,520 | 17,500 | 89,138 | ||||||||||||||||||
Taxes on income from continuing operations | 33,745 | 40,683 | 25,225 | 14,247 | 6,426 | 17,404 | ||||||||||||||||||
Interest expense, net | 119,215 | 86,766 | 79,150 | 18,788 | 16,051 | 76,413 | ||||||||||||||||||
Depreciation and amortization | 99,253 | 98,077 | 95,394 | 22,950 | 25,369 | 97,813 | ||||||||||||||||||
Write-off of inventory fair value adjustments in connection with the Arrow acquisition | 6,936 | — | — | — | — | — | ||||||||||||||||||
Restructuring, restructuring-related charges and asset impairments (a) | 31,917 | 12,802 | 8,757 | 463 | 6,095 | 14,389 | ||||||||||||||||||
Non-cash stock based compensation | 7,483 | 8,040 | 8,816 | 1,695 | (1,055 | ) | 6,066 | |||||||||||||||||
Gain on disposals of businesses and assets | (296 | ) | — | (341 | ) | — | — | (341 | ) | |||||||||||||||
Income and dividends from entities accounted for under the equity method | 366 | — | — | — | — | — | ||||||||||||||||||
Foreign currency (gains) losses | (6,328 | ) | 3,785 | 2,443 | 915 | 1,668 | 3,196 | |||||||||||||||||
Other non-recurring items (b) | — | — | 49,066 | — | 14,597 | 63,663 | ||||||||||||||||||
Adjusted EBITDA | $365,668 | $386,745 | $373,668 | $92,578 | $86,651 | $367,741 | ||||||||||||||||||
(a) Includes severance and termination benefits, facility closure costs, contract termination costs and asset impairments. | ||
(b) Includes loss on extinguishments of debt and other recapitalization costs. | ||
(8) | Free cash flow is calculated by reducing cash provided by operating activities from continuing operations by capital expenditures. Free cash flow is considered a non-GAAP financial measure. We use this financial measure for internal managerial purposes, when publicly providing guidance on possible future results, and to evaluateperiod-to-period comparisons. This financial measure is used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Management believes that free cash flow is a useful measure to investors because it facilitates an assessment of funds available to satisfy current and future obligations, pay dividends and fund acquisitions. Free cash flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations, such as debt service, that are not deducted from the measure. Management strongly encourages investors to review our financial statements and publicly filed reports in their entirety and to not rely on any single financial measure. |
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Twelve | ||||||||||||||||||||||||
Unaudited | Months | |||||||||||||||||||||||
Three Months Ended | Ended | |||||||||||||||||||||||
Years Ended December 31, | March 28, | March 27, | March 27, | |||||||||||||||||||||
2008 | 2009 | 2010 | 2010 | 2011 | 2011 | |||||||||||||||||||
Unaudited | Unaudited | |||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Net cash provided by operating activities from continuing operations (see note 6) | $ | 59,193 | $ | 137,291 | $ | 185,119 | $ | 34,377 | $ | 14,062 | $ | 164,804 | ||||||||||||
Capital expenditures | 27,069 | 27,942 | 31,616 | 6,737 | 6,444 | 31,323 | ||||||||||||||||||
Free cash flow (see note 6) | $ | 32,124 | $ | 109,349 | $ | 153,503 | $ | 27,640 | $ | 7,618 | $ | 133,481 | ||||||||||||
(9) | Total indebtedness and net indebtedness are as adjusted to give effect to this offering and the use of proceeds thereof, including the prepayment of $125 million of borrowings under our credit facilities, assuming an offering price of the notes of 100% of their principal amount. Neither the ratio of total debt to Adjusted EBITDA nor the ratio of net debt to Adjusted EBITDA is calculated in accordance with the definition of “Consolidated Leverage Ratio” set forth under “Description of Notes—Certain Definitions.” | |
(10) | Total indebtedness reflects the face amount of the Convertible Notes payable at maturity. | |
(11) | Net indebtedness refers to total indebtedness less cash and cash equivalents. |
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• | the federal healthcare programs’ Anti-Kickback Law, which prohibits, among other things, persons from knowingly and willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs such as the Medicare and Medicaid programs; | |
• | federal false claims laws which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third-party payors that are false or fraudulent; | |
• | the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which created federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters; and | |
• | state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers. |
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• | establishes a 2.3% deductible excise tax on any entity that manufactures or imports certain medical devices offered for sale in the United States, beginning 2013; | |
• | establishes a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in and conduct comparative clinical effectiveness research; | |
• | implements payment system reforms including a national pilot program on payment bundling to encourage hospitals, physicians and other providers to improve the coordination, quality and efficiency of certain health care services through bundled payment models, beginning on or before January 1, 2013; and | |
• | creates an independent payment advisory board that will submit recommendations to reduce Medicare spending if projected Medicare spending exceeds a specified growth rate. |
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• | identify viable new products; | |
• | obtain adequate intellectual property protection; | |
• | gain market acceptance of new products; or | |
• | successfully obtain regulatory approvals. |
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• | exchange controls, currency restrictions and fluctuations in currency values; | |
• | trade protection measures; | |
• | potentially costly and burdensome import or export requirements; | |
• | laws and business practices that favor local companies; | |
• | changes innon-U.S. medical reimbursement policies and procedures; | |
• | subsidies or increased access to capital for firms who are currently or may emerge as competitors in countries in which we have operations; | |
• | scrutiny of foreign tax authorities which could result in significant fines, penalties and additional taxes being imposed on us; | |
• | potentially negative consequences from changes in tax laws; | |
• | restrictions and taxes related to the repatriation of foreign earnings; | |
• | differing labor regulations; | |
• | additional U.S. and foreign government controls or regulations; | |
• | difficulties in the protection of intellectual property; and | |
• | unsettled political and economic conditions and possible terrorist attacks against American interests. |
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• | the generation, storage, use and transportation of hazardous materials; | |
• | emissions or discharges of substances into the environment; and | |
• | the health and safety of our employees. |
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• | make it more difficult for us to satisfy our obligations with respect to the notes; | |
• | increase our vulnerability to general adverse economic and industry conditions; | |
• | require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes; | |
• | limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate; | |
• | restrict us from exploiting business opportunities; | |
• | place us at a competitive disadvantage compared to our competitors that have less indebtedness; and | |
• | limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes. |
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• | incur additional indebtedness or issue disqualified stock or preferred stock; | |
• | create liens; | |
• | pay dividends, make investments or make other restricted payments; | |
• | sell assets; | |
• | merge, consolidate, sell or otherwise dispose of all or substantially of our assets; | |
• | enter into transactions with our affiliates; | |
• | permit layering of debt; | |
• | designate subsidiaries as unrestricted; and | |
• | use the proceeds of permitted sales of our assets. |
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• | refinance all or a portion of our indebtedness, including the notes, on or before the maturity thereof; | |
• | sell assets; | |
• | reduce or delay capital expenditures; or | |
• | seek to raise additional capital. |
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• | we designate such subsidiary guarantor as an unrestricted subsidiary pursuant to the terms of the indenture; | |
• | the subsidiary guarantor is released from its guarantee of our credit facilities; | |
• | we sell or dispose of all the assets of a restricted subsidiary such that, subject to certain conditions, it ceases to be a subsidiary; | |
• | we sell capital stock in a restricted subsidiary such that, subject to certain conditions, it ceases to be a subsidiary; or | |
• | the notes are rated investment grade by both Moody’s and S&P (for the avoidance of doubt, the guarantees will never be reinstated thereafter, even if the credit ratings assigned to the notes later fall below investment grade). |
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• | was insolvent or rendered insolvent by reason of such incurrence; or | |
• | was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or | |
• | intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature; or | |
• | was a defendant in an action for money damages, or had a judgment for money damages docked against such guarantor if, in either case, after final judgment, the judgment is unsatisfied. |
• | the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or | |
• | if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or | |
• | it could not pay its debts as they become due. |
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• | on an actual basis; and | |
• | on an as adjusted basis to give effect to this offering and the use of proceeds thereof to prepay $125 million of borrowings under our credit facilities. See “Use of Proceeds.” |
As of March 27, 2011 | ||||||||
Actual | As Adjusted | |||||||
(Dollars in thousands) | ||||||||
Cash and cash equivalents | $202,298 | $322,348 | ||||||
Current borrowings: | ||||||||
Accounts receivable securitization facility (1) | $29,700 | $29,700 | ||||||
Other (2) | 1,527 | 1,527 | ||||||
Total current borrowings | 31,227 | 31,227 | ||||||
Long-term borrowings: | ||||||||
Revolving credit facility due 2014 (3) | — | — | ||||||
Term loan facility due 2014 | 500,000 | 375,000 | ||||||
% Senior Subordinated Notes due 2021 offered hereby | — | 250,000 | ||||||
3.875% Convertible Senior Subordinated Notes due 2017 (4) | 400,000 | 400,000 | ||||||
Total long-term borrowings | 900,000 | 1,025,000 | ||||||
Total indebtedness | 931,227 | 1,056,227 | ||||||
Total equity (5) | 1,888,988 | 1,888,411 | ||||||
Total capitalization | $2,820,215 | $2,944,638 | ||||||
(1) | The unused borrowing capacity under our accounts receivable securitization facility as of March 27, 2011 was $22.1 million on an as adjusted basis. | |
(2) | Other borrowings consist of outstanding indebtedness under a short-term working capital credit facility supporting an operating subsidiary in China. | |
(3) | As of March 27, 2011, aggregate unused borrowing capacity under our revolving credit facility due 2014, after giving effect to this offering and taking into account the limitations under the covenants under our credit facilities, was $394.9 million on an as adjusted basis. | |
(4) | Reflects the principal amount of our Convertible Notes. In accordance withASC 470-20, the fair value of the feature to convert the Convertible Notes into common stock is reported as a component of stockholders’ equity. The Convertible Notes are reported at a discount to the face amount on our balance sheet resulting in a decrease in the amount of debt with an increase in equity reported in our financial statements. Under GAAP, the amount of debt reported will accrete up to the face amount over the expected term of the Convertible Notes. On March 27, 2011, the debt discount on the Convertible Notes was $77.5 million.ASC 470-20 does not affect the actual amount that we are required to repay. | |
(5) | The as adjusted column reflects a reduction of $0.6 million in retained earnings due to a write-off of deferred financing costs in connection with the prepayment of $125 million of borrowings under our credit facilities. |
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Pro Forma (1) | ||||||||||||||||||||||||||||||||||||
Three Months | ||||||||||||||||||||||||||||||||||||
Three Months Ended | Year Ended | Ended | ||||||||||||||||||||||||||||||||||
Years Ended December 31, | March 28, | March 27, | December 31, | March 27, | ||||||||||||||||||||||||||||||||
2006 | 2007 | 2008 | 2009 | 2010 | 2010 | 2011 | 2010 | 2011 | ||||||||||||||||||||||||||||
Ratio of earnings to fixed charges | 2.1 | 1.4 | 1.8 | 2.7 | 2.4 | 3.3 | 2.5 |
(1) | The pro forma ratio of earnings to fixed charges assumes this offering and the prepayment of $125 million of borrowings under our credit facilities using a portion of proceeds therefrom were completed as of January 1, 2010. |
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Three Months Ended | ||||||||||||||||||||||||||||
Years Ended December 31, | March 28, | March 27, | ||||||||||||||||||||||||||
2006 | 2007 | 2008 | 2009 | 2010 | 2010 | 2011 | ||||||||||||||||||||||
Unaudited | ||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Statement of Income Data (1): | ||||||||||||||||||||||||||||
Net revenues | $935,317 | $1,152,922 | $1,625,073 | $1,559,348 | $1,561,319 | $367,332 | $388,658 | |||||||||||||||||||||
Cost of goods sold | 540,005 | 660,623 | 886,076 | 838,135 | 828,897 | 190,435 | 212,620 | |||||||||||||||||||||
Gross profit | 395,312 | 492,299 | 738,997 | 721,213 | 732,422 | 176,897 | 176,038 | |||||||||||||||||||||
Selling, general and administrative expenses | 279,600 | 338,419 | 455,412 | 410,140 | 431,104 | 100,568 | 109,831 | |||||||||||||||||||||
Research and development expenses | 3,603 | 7,969 | 32,598 | 36,685 | 42,621 | 9,311 | 11,038 | |||||||||||||||||||||
In-process research and development charge | — | 30,000 | — | — | — | — | — | |||||||||||||||||||||
Goodwill impairment | 1,003 | 2,448 | — | — | — | — | — | |||||||||||||||||||||
Net (gain) loss on sales of businesses and assets | 732 | 1,110 | (296 | ) | — | (341 | ) | — | — | |||||||||||||||||||
Restructuring and other impairment charges | 17,109 | 7,271 | 24,946 | 10,347 | 2,875 | 463 | 595 | |||||||||||||||||||||
Income from continuing operations before interest, loss on extinguishments of debt and taxes | 93,265 | 105,082 | (2) | 226,337 | (2) | 264,041 | 256,163 | 66,555 | 54,574 | |||||||||||||||||||
Interest expense | 39,927 | 74,611 | 121,244 | 89,250 | 79,875 | 18,994 | 16,157 | |||||||||||||||||||||
Interest income | (6,174 | ) | (9,291 | ) | (2,029 | ) | (2,484 | ) | (725 | ) | (206 | ) | (106 | ) | ||||||||||||||
Loss on extinguishments of debt | — | — | — | — | 46,630 | — | 14,597 | |||||||||||||||||||||
Income from continuing operations before taxes | 59,512 | 39,762 | (2) | 107,122 | (2) | 177,275 | 130,383 | 47,767 | 23,926 | |||||||||||||||||||
Taxes on income from continuing operations | 18,402 | 104,617 | 33,745 | 40,683 | 25,225 | 14,247 | 6,426 | |||||||||||||||||||||
Income (loss) from continuing operations | 41,110 | (64,855 | ) (2) | 73,377 | (2) | 136,592 | 105,158 | 33,520 | 17,500 |
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Three Months Ended | ||||||||||||||||||||||||||||
Years Ended December 31, | March 28, | March 27, | ||||||||||||||||||||||||||
2006 | 2007 | 2008 | 2009 | 2010 | 2010 | 2011 | ||||||||||||||||||||||
Unaudited | ||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Operating income from discontinued operations (3) | 159,032 | 421,232 | 105,617 | 274,793 | 143,036 | 13,280 | 58,857 | |||||||||||||||||||||
Taxes (benefit) on income from discontinued operations | 35,755 | 179,215 | 24,392 | 97,374 | 45,739 | 8,842 | (1,837 | ) | ||||||||||||||||||||
Income from discontinued operations | 123,277 | 242,017 | 81,225 | 177,419 | 97,297 | 4,438 | 60,694 | |||||||||||||||||||||
Net income | 164,387 | 177,162 | (2) | 154,602 | (2) | 314,011 | 202,455 | 37,958 | 78,194 | |||||||||||||||||||
Less: Net income (loss) attributable to noncontrolling interest | (277 | ) | 459 | 747 | 1,157 | 1,361 | 286 | 382 | ||||||||||||||||||||
Income from discontinued operations attributable to noncontrolling interest | 25,234 | 30,219 | 34,081 | 9,860 | — | — | — | |||||||||||||||||||||
Net income attributable to Teleflex Incorporated common shareholders | $139,430 | $146,484 | (2) | $119,774 | (2) | $302,994 | $201,094 | $37,672 | $77,812 | |||||||||||||||||||
Balance Sheet Data (end of period): | ||||||||||||||||||||||||||||
Cash and cash equivalents | $248,409 | $201,342 | $107,275 | $188,305 | $208,452 | $202,298 | ||||||||||||||||||||||
Goodwill | 514,006 | 1,502,256 | 1,474,123 | 1,459,441 | 1,442,411 | 1,468,990 | ||||||||||||||||||||||
Intangibles and other assets, net | 259,229 | 1,211,172 | 1,090,852 | 1,045,706 | 986,549 | 1,004,474 | ||||||||||||||||||||||
Total assets | 2,361,437 | 4,187,997 | 3,926,744 | 3,839,005 | 3,643,155 | 3,678,803 | ||||||||||||||||||||||
Total debt (4) | 518,392 | 1,684,259 | 1,546,391 | 1,196,499 | 917,120 | 852,173 | ||||||||||||||||||||||
Total equity | 1,231,478 | 1,371,026 | 1,285,883 | 1,585,074 | 1,787,278 | 1,888,988 | ||||||||||||||||||||||
Statement of Cash Flows Data (1): | ||||||||||||||||||||||||||||
Net cash provided by (used in): | ||||||||||||||||||||||||||||
Operating activities from continuing operations (5) | $86,898 | $179,866 | $59,193 | $137,291 | $185,119 | $34,377 | $14,062 | |||||||||||||||||||||
Investing activities from continuing operations | (57,461 | ) | (1,461,261 | ) | (19,335 | ) | 285,734 | 149,852 | 17,932 | 64,586 | ||||||||||||||||||
Financing activities from continuing operations | (192,757 | ) | 1,111,475 | (180,769 | ) | (402,213 | ) | (336,325 | ) | (21,256 | ) | (87,488 | ) |
(1) | Amounts have been revised to exclude the impact of businesses that have been presented in our consolidated financial results as discontinued operations through March 27, 2011. | |
(2) | The table below sets forth the effect of certain items on our results for 2007 and 2008. These are (i) $30 million of the Arrow purchase price allocation representing in-process research and development deemed to have no future alternative use and charged to expense as of the date of the combination, (ii) the write-off of a fair value adjustment to inventory acquired in the Arrow acquisition, (iii) a tax adjustment related to the future repatriation of cash from foreign subsidiaries and a change in position regarding untaxed foreign earning and (iv) the write-off of deferred financing cost in connection with the repayment of a portion of our long-term debt. |
2007 Impact | 2008 Impact | |||||||||||||||
Income from | Income from | |||||||||||||||
Continuing | Continuing | |||||||||||||||
Operations Before | Income | Operations Before | Income | |||||||||||||
Interest, Loss on | (Loss) from | Interest, Loss on | (Loss) from | |||||||||||||
Extinguishments of | Continuing | Extinguishments of | Continuing | |||||||||||||
Debt and Taxes | Operations | Debt and Taxes | Operations | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
(i)In-process R&D write-off | $30,000 | $30,000 | $— | $— | ||||||||||||
(ii) Write-off of inventory fair value adjustment | $28,916 | $18,550 | $6,936 | $4,449 | ||||||||||||
(iii) Tax adjustment related to untaxed unremitted earnings of foreign subsidiaries | $— | $56,510 | $— | $— | ||||||||||||
(iv) Write-off of deferred financing costs | $4,803 | $3,405 | $— | $— |
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(3) | Net gain (loss) on disposal of discontinued operations included in operating income from discontinued operations is as follows: |
Three Months Ended | ||||||||||||||||||||||||||||
Years Ended December 31, | March 28, | March 27, | ||||||||||||||||||||||||||
2006 | 2007 | 2008 | 2009 | 2010 | 2010 | 2011 | ||||||||||||||||||||||
Unaudited | ||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Net gain (loss) on disposal of discontinued operations | $182 | $299,456 | $(8,238 | ) | $272,307 | $114,702 | $9,737 | $56,773 |
(4) | Reflects amount of current borrowings and long-term debt outstanding as reflected on our balance sheet, which, in accordance with GAAP, does not include the total outstanding principal amounts of our Convertible Notes. In accordance withASC 470-20, the fair value of the feature to convert the Convertible Notes into common stock is reported as a component of stockholders’ equity. The Convertible Notes are reported at a discount to the face amount on our balance sheet resulting in a decrease in the amount of debt with an increase in equity reported in our financial statements. Under GAAP, the amount of debt reported will accrete up to the face amount over the expected term of the Convertible Notes.ASC 470-20 does not affect the actual amount that we are required to repay. | |
(5) | Both 2008 and 2009 cash flow from continuing operations reflect the impact of estimated tax payments made in connection with businesses divested of $90.2 million and $97.5 million, respectively, and 2010 reflects the impact of a $59.5 million refund received of such 2009 tax payments made. |
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
• | the development of new products; | |
• | the expansion of the use of existing products in existing markets; | |
• | the introduction of existing products into new geographic markets; and | |
• | selected acquisitions, licensing agreements and partnerships which enhance or expedite our development initiatives and our ability to increase our market share. |
Product Group | Brands | |
Critical Care | Arrow, Gibeck, HudsonRCI, Rüsch, Sheridan and VasoNova | |
Surgical Care | Deknatel, Pleur-evac, Pilling, Taut and Weck | |
Cardiac Care | Arrow | |
OEM and Development Services | Beere Medical, KMedic, Specialized Medical Devices, Deknatel and TFXOEM |
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• | January 2011—Acquired VasoNova Inc., a privately-held company with proprietary intra-vascular catheter navigation technology, to complement the Critical Care division for an upfront payment of $25 million with additional payments of between $15 million and $30 million to be made based on the achievement of certain regulatory and revenue targets over the next three years. | |
• | March 2010—Sold SSI Surgical Services Inc. business (“SSI”), a surgical service provider, to a privately-owned healthcare company for approximately $25 million and realized a gain of $2.2 million, net of tax. | |
• | October 2007—Acquired Arrow International, Inc., a leading global supplier of catheter-based medical technology products used for vascular access and cardiac care, for approximately $2.1 billion. | |
• | April 2007—Acquired substantially all of the assets of HDJ Company, Inc., providers of engineering and manufacturing services to medical device manufacturers, for approximately $25 million. |
• | December 2010—Sold the actuation business of our subsidiary Telair International Incorporated, an aftermarket service and support provider for commercial and military aircraft actuators, to TransDigm Group, Incorporated for approximately $94 million and realized a gain of $51.2 million, net of tax. | |
• | March 2009—Sold our 51% interest in Airfoil Technologies International Singapore Pte. Ltd. (“ATI Singapore”), which provides engine repair technologies and services primarily for critical components of flight turbines, including fan blades, compressors and airfoils, to GE Pacific Private Limited for approximately $300 million in cash and realized a gain of $172.7 million, net of tax. | |
• | November 2007—Acquired Nordisk Aviation Products A/S, which develops, manufactures, and services containers and pallets for air cargo, for approximately $32 million. | |
• | June 2007—Sold Teleflex Aerospace Manufacturing Group (“TAMG”), a precision-machined components business, for approximately $134 million in cash and realized a gain of $46.3 million, net of tax. |
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• | March 2011—Sold the marine businesses that were engaged in the design, manufacture and distribution of steering and throttle controls and engine and drive assemblies for the recreational marine market, heaters for commercial vehicles and burner units for military field feeding appliances to an affiliate of H.I.G. Capital, LLC for $123.1 million, consisting of $101.6 million in cash, net of $1.5 million of cash included in the marine business as part of the net assets sold, plus a subordinated promissory note in the amount of $4.5 million and the assumption by the buyer of approximately $15.5 million in liabilities related to the marine business. We realized a gain of $59.6 million, net of tax benefits, in connection with the sale. | |
• | June 2010—Sold Rigging Products and Services business (“Heavy Lift”), a supplier of customized heavy-duty wire rope, wire and synthetic rope assemblies, and related rigging hardware products, to Houston Wire & Cable Company for approximately $50 million and realized a gain of $17.0 million, net of tax. | |
• | August 2009—Sold business units that design and manufacture heavy-duty truck and locomotive auxiliary power units, truck and bus climate control systems, and components and systems for the use of alternative fuels in industrial vehicles and passenger cars, to Fuel Systems Solutions, Inc. for approximately $14.5 million in cash and realized a loss of $3.3 million, net of tax. | |
• | December 2007—Sold business units that design and manufacture automotive and industrial driver controls, motion systems and fluid handling systems (the “GMS Businesses”), to Kongsberg Automotive Holdings for $560 million in cash and realized a gain of $93.4 million, net of tax. |
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• | Medical—Our Medical Segment serves a diverse base of hospitals and healthcare providers in more than 130 countries. Healthcare policies and practice trends vary by country, and the impact of the global economic downturn was felt to varying degrees in each of our regional markets during 2010 and 2009. |
• | Aerospace—Sudden and significant increases in fuel costs in mid-2008 resulted in reductions in capacity for passenger and cargo traffic, and accelerated retirement of older, less fuel efficient aircraft. However, 2009 operating results improved somewhat as the sharp drop in fuel costs toward the end of 2008 partially offset the recession related drop in revenues for both passenger and cargo traffic due to the economic crisis in 2009. In 2010, conditions in the commercial aviation markets improved, and we believe we are well positioned on certain new Airbus and Boeing airframes, and we expect deliveries of cargo handling systems to continue at previously expected levels overall, albeit over a slightly longer time horizon than what we initially anticipated. |
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Three Months Ended | ||||||||
March 27, | March 28, | |||||||
2011 | 2010 | |||||||
(Dollars in millions) | ||||||||
Net revenues | $388.7 | $367.3 |
Three Months Ended | ||||||||
March 27, | March 28, | |||||||
2011 | 2010 | |||||||
(Dollars in millions) | ||||||||
Gross profit | $176.0 | $176.9 | ||||||
Percentage of sales | 45.3 | % | 48.2 | % |
Three Months Ended | ||||||||
March 27, | March 28, | |||||||
2011 | 2010 | |||||||
(Dollars in millions) | ||||||||
Selling, general and administrative | $109.8 | $100.6 | ||||||
Percentage of sales | 28.3 | % | 27.4 | % |
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March 27, | March 28, | |||||||
2011 | 2010 | |||||||
(Dollars in millions) | ||||||||
Research and development | $11.0 | $9.3 | ||||||
Percentage of sales | 2.8 | % | 2.5 | % |
Three Months Ended | ||||||||
March 27, | March 27, | |||||||
2011 | 2010 | |||||||
(Dollars in millions) | ||||||||
Interest expense | $16.2 | $19.0 | ||||||
Average interest rate on debt | 5.2 | % | 5.7 | % |
Three Months Ended | ||||||||
March 27, | March 28, | |||||||
2011 | 2010 | |||||||
Effective income tax rate | 26.9 | % | 29.8 | % |
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Three Months Ended | ||||||||||||
March 27, | March 28, | % Increase/ | ||||||||||
2011 | 2010 | (Decrease) | ||||||||||
(Dollars in millions) | ||||||||||||
Medical | $354.0 | $343.5 | 3 | |||||||||
Aerospace | 34.7 | 23.8 | 46 | |||||||||
Segment net revenues | $388.7 | $367.3 | 6 | |||||||||
Medical | $60.5 | $73.5 | (18 | ) | ||||||||
Aerospace | 5.0 | 1.2 | 317 | |||||||||
Segment operating profit (1) | $65.5 | $74.7 | 12 | |||||||||
(1) | See Note 15 of our condensed consolidated financial statements incorporated herein by reference for a reconciliation of segment operating profit to income from continuing operations before interest, loss on extinguishments of debt and taxes. |
% Increase | ||||||||||||
2011 vs. 2010 | ||||||||||||
Medical | Aerospace | Total | ||||||||||
Core growth | 3 | 42 | 6 | |||||||||
Currency impact | — | 4 | — | |||||||||
Total change | 3 | 46 | 6 | |||||||||
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Three Months Ended | % Increase/(Decrease) | |||||||||||||||||||
March 27, | March 28, | Core | Currency | Total | ||||||||||||||||
2011 | 2010 | Growth | Impact/Other | Change | ||||||||||||||||
(Dollars in millions) | ||||||||||||||||||||
Critical Care | $237.1 | $225.9 | 5 | — | 5 | |||||||||||||||
Surgical Care | 65.0 | 63.1 | 3 | — | 3 | |||||||||||||||
Cardiac Care | 17.7 | 18.3 | (4 | ) | 1 | (3 | ) | |||||||||||||
OEM and Development Services | 33.9 | 35.3 | (4 | ) | — | (4 | ) | |||||||||||||
Other | 0.3 | 0.9 | (67 | ) | — | (67 | ) | |||||||||||||
Total net revenues | $354.0 | $343.5 | 3 | — | 3 | |||||||||||||||
2011 | 2010 | |||||||
North America | 51 | % | 52 | % | ||||
Europe, Middle East and Africa | 37 | % | 37 | % | ||||
Asia and Latin America | 12 | % | 11 | % |
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2010 | 2009 | 2008 | ||||||||||
(Dollars in millions) | ||||||||||||
Net revenues | $1,561.3 | $1,559.3 | $1,625.1 | |||||||||
2010 | 2009 | 2008 | ||||||||||
(Dollars in millions) | ||||||||||||
Gross profit | $732.4 | $721.2 | $739.0 | |||||||||
Percentage of sales | 46.9 | % | 46.3 | % | 45.5 | % |
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2010 | 2009 | 2008 | ||||||||||
(Dollars in millions) | ||||||||||||
Selling, general and administrative | $431.1 | $410.1 | $455.4 | |||||||||
Percentage of sales | 27.6 | % | 26.3 | % | 28.0 | % |
2010 | 2009 | 2008 | ||||||||||
(Dollars in millions) | ||||||||||||
Research and development | $42.6 | $36.7 | $32.6 | |||||||||
Percentage of sales | 2.7 | % | 2.4 | % | 2.0 | % |
2010 | 2009 | 2008 | ||||||||||
(Dollars in millions) | ||||||||||||
Interest expense | $79.9 | $89.3 | $121.2 | |||||||||
Average interest rate on debt during the year | 5.60 | % | 5.76 | % | 6.19 | % | ||||||
Interest income | $(0.7 | ) | $(2.5 | ) | $(2.0 | ) |
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2010 | 2009 | 2008 | ||||||||||
Effective income tax rate | 19.3 | % | 22.9 | % | 31.5 | % |
2010 | 2009 | 2008 | ||||||||||
(Dollars in millions) | ||||||||||||
2007 Arrow integration program | $2.9 | $7.0 | $16.0 | |||||||||
2006 restructuring programs | — | — | 0.9 | |||||||||
Aggregate impairment charges—investments and certain fixed assets | — | 3.3 | 8.0 | |||||||||
Total | $2.9 | $10.3 | $24.9 | |||||||||
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Year Ended December 31 | % Increase/(Decrease) | |||||||||||||||||||
2010 | 2009 | 2008 | 2010 vs 2009 | 2009 vs 2008 | ||||||||||||||||
(Dollars in millions) | ||||||||||||||||||||
Segment data: | ||||||||||||||||||||
Medical | $1,433.3 | $1,434.9 | $1,475.6 | — | (3 | ) | ||||||||||||||
Aerospace | 128.0 | 124.4 | 149.5 | 3 | (17 | ) | ||||||||||||||
Net revenues | $1,561.3 | $1,559.3 | $1,625.1 | — | (4 | ) | ||||||||||||||
Medical | $276.1 | $302.6 | $283.0 | (9 | ) | 7 | ||||||||||||||
Aerospace | 23.0 | 13.8 | 16.2 | 67 | (15 | ) | ||||||||||||||
Segment operating profit | $299.1 | $316.4 | $299.2 | (5 | ) | 6 | ||||||||||||||
% Increase/ (Decrease) | ||||||||||||||||||||||||
2010 vs 2009 | 2009 vs 2008 | |||||||||||||||||||||||
Medical | Aerospace | Total | Medical | Aerospace | Total | |||||||||||||||||||
Core growth | 1 | 5 | 2 | — | (12 | ) | (2 | ) | ||||||||||||||||
Currency impact | — | (2 | ) | (1 | ) | (3 | ) | (5 | ) | (2 | ) | |||||||||||||
Dispositions (1) | (1 | ) | — | (1 | ) | — | — | — | ||||||||||||||||
Total change | — | 3 | — | (3 | ) | (17 | ) | (4 | ) | |||||||||||||||
(1) | “Dispositions” includes the impact of a deconsolidation of a variable interest entity in the Medical Segment in the first quarter of 2010 as a result of the adoption of new accounting guidance. See Note 2 to our consolidated financial statements included in our Current Report onForm 8-K filed on June 1, 2011 for information on the new accounting guidance. |
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Year Ended December 31 | % Increase/(Decrease) | |||||||||||||||||||
2010 | 2009 | 2008 | 2010 vs 2009 | 2009 vs 2008 | ||||||||||||||||
(Dollars in millions) | ||||||||||||||||||||
Critical Care | $943.4 | $939.4 | $957.1 | — | (2 | ) | ||||||||||||||
Surgical Care | 262.7 | 260.7 | 272.5 | 1 | (4 | ) | ||||||||||||||
Cardiac Care | 70.6 | 70.8 | 72.9 | — | (3 | ) | ||||||||||||||
OEM and Development Services | 154.2 | 149.8 | 158.3 | 3 | (5 | ) | ||||||||||||||
Other (1) | 2.4 | 14.2 | 14.8 | (83 | ) | (4 | ) | |||||||||||||
Net Revenues | $1,433.3 | $1,434.9 | $1,475.6 | — | (3 | ) | ||||||||||||||
(1) | “Other” in 2009 and 2008 included the net revenues of a variable interest entity that was deconsolidated in the first quarter of 2010 as a result of the adoption of new accounting guidance. See Note 2 to our consolidated financial statements included in our Current Report onForm 8-K filed on June 1, 2011 for information on the new accounting guidance. |
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Three Months Ended | ||||||||
March 27, | March 28, | |||||||
2011 | 2010 | |||||||
(Dollars in millions) | ||||||||
Cash flows provided by (used in) continuing operations: | ||||||||
Operating activities | $14.1 | $34.4 | ||||||
Investing activities | 64.6 | 17.9 | ||||||
Financing activities | (87.5 | ) | (21.3 | ) | ||||
Cash flows used in discontinued operations | (5.4 | ) | (3.9 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents | 8.0 | (4.7 | ) | |||||
(Decrease) increase in cash and cash equivalents | $(6.2 | ) | $22.4 | |||||
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Year Ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(Dollars in millions) | ||||||||||||
Cash flows from continuing operations provided by (used in): | ||||||||||||
Operating activities | $185.1 | $137.3 | $59.2 | |||||||||
Investing activities | 149.9 | 285.7 | (19.3 | ) | ||||||||
Financing activities | (336.3 | ) | (402.2 | ) | (180.8 | ) | ||||||
Cash flows provided by discontinued operations | 25.6 | 51.3 | 54.6 | |||||||||
Effect of exchange rate changes on cash and cash equivalents | (4.2 | ) | 8.9 | (7.8 | ) | |||||||
Increase (decrease) in cash and cash equivalents | $20.1 | $81.0 | $(94.1 | ) | ||||||||
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2010 | 2009 | |||||||
(Dollars in millions) | ||||||||
Net debt includes: | ||||||||
Current borrowings | $103.7 | $4.0 | ||||||
Long-term borrowings | 813.4 | 1,192.5 | ||||||
Total debt | 917.1 | 1,196.5 | ||||||
Less: Cash and cash equivalents | 208.5 | 188.3 | ||||||
Net debt | $708.6 | $1,008.2 | ||||||
Total capital includes: | ||||||||
Net debt | $708.6 | $1,008.2 | ||||||
Shareholders’ equity | 1,783.4 | 1,580.2 | ||||||
Total capital | $2,492.0 | $2,588.4 | ||||||
Percent of net debt to total capital | 28 | % | 39 | % |
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Payments due by period | ||||||||||||||||||||
Less than | 1-3 | 4-5 | More than | |||||||||||||||||
Total | 1 year | Years | years | 5 years | ||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Total borrowings | $997,011 | $103,711 | $81,607 | $366,643 | $445,050 | |||||||||||||||
Interest obligations (1) | 230,017 | 52,190 | 95,519 | 56,020 | 26,288 | |||||||||||||||
Operating lease obligations | 89,254 | 20,714 | 31,045 | 17,095 | 20,400 | |||||||||||||||
Minimum purchase obligations (2) | 20,369 | 20,248 | 121 | — | — | |||||||||||||||
Other postretirement benefits | 32,575 | 3,265 | 6,215 | 6,281 | 16,814 | |||||||||||||||
Total contractual obligations | $1,369,226 | $200,128 | $214,507 | $446,039 | $508,552 | |||||||||||||||
(1) | Interest obligations include our obligations under our interest rate swap agreement. Interest payments on floating rate debt are based on the interest rate in effect on December 31, 2010. | |
(2) | Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable pricing provisions and the approximate timing of the transactions. These obligations relate primarily to material purchase requirements. |
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Medical | Aerospace | Commercial | Total | |||||||||||||
(Dollars in millions) | ||||||||||||||||
Goodwill | $1,434.9 | $— | $7.5 | $1,442.4 | ||||||||||||
Intangible assets: | ||||||||||||||||
Indefinite lived | 318.3 | — | 7.8 | 326.1 | ||||||||||||
Finite lived | 579.6 | 5.4 | 7.4 | 592.4 | ||||||||||||
Goodwill and intangible assets | $2,332.8 | $5.4 | $22.7 | $2,360.9 | ||||||||||||
Number of reporting units | 4 | 2 | 1 | 7 |
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Pension | Other Benefits | |||||||||||||||||||||||
2010 | 2009 | 2008 | 2010 | 2009 | 2008 | |||||||||||||||||||
Discount rate | 5.78 | % | 6.06 | % | 6.32 | % | 5.6 | % | 6.05 | % | 6.45 | % | ||||||||||||
Rate of return | 8.27 | % | 8.17 | % | 8.19 | % | — | — | — | |||||||||||||||
Initial healthcare trend rate | — | — | — | 9.0 | % | 10.0 | % | 8.5 | % | |||||||||||||||
Ultimate healthcare trend rate | — | — | — | 5.0 | % | 5.0 | % | 5.0 | % |
Expected Return on | ||||||||||||||||||||
Assumed Discount Rate | Plan Assets | Assumed Healthcare Trend Rate | ||||||||||||||||||
50 Basis | 50 Basis | |||||||||||||||||||
Point | Point | 50 Basis | 1.0% | 1.0% | ||||||||||||||||
Increase | Decrease | Point Change | Increase | Decrease | ||||||||||||||||
(Dollars in millions) | ||||||||||||||||||||
Net periodic pension and postretirement healthcare expense | $(0.6 | ) | $0.6 | $1.3 | $0.4 | $(0.3 | ) | |||||||||||||
Projected benefit obligation | $(23.2 | ) | $24.9 | $N/A | $4.7 | $(4.1 | ) |
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• | the development of new products; | |
• | the expansion of the use of existing products in existing markets; | |
• | the introduction of existing products into new geographic markets; and | |
• | selected acquisitions, licensing agreements and partnerships which enhance or expedite our development initiatives and our ability to increase our market share. |
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• | Arrow vascular access products, including a range of catheter based technologies used to facilitate multiple critical care therapies: |
• | Arrow central venous access catheters, or CVCs, featuring the ARROWg+ard, or ARROWg+ard Blue Plus antimicrobial surface treatments; | |
• | Arrow peripherally inserted central catheters, or PICCs, including the ArrowEVOLUTION PICC with Chlorag+ard technology, a new Chlorhexidine-based antimicrobial technology designed to reduce colonization of resistant bacterial and fungal pathogens responsible for catheter related bloodstream infections; | |
• | Arrow hemodialysis catheters used in the treatment of both chronic and acute conditions; and | |
• | catheters and accessories used in critical care monitoring and treatment. |
• | The VasoNova Vascular Positioning System is a central venous catheter tip navigation system that is designed to provide clinicians precise and consistent tip location; | |
• | Arrow regional anesthesia products, which include catheters used in acute pain management in epidural, spinal and peripheral nerve block procedures; | |
• | Rüsch and Sheridan endotracheal tubes, laryngoscopes, laryngeal masks, airways and face masks used for access to and management of the airway; | |
• | Hudson RCI and Gibeck brand humidifiers, circuits, nebulizers, filters, masks, tubing and cannulas used in aerosol and medication delivery, oxygen therapy and ventilation management; and | |
• | Rüsch urology catheters (including Foley, intermittent, external and suprapubic), urine collectors, used to provide access for bladder management, catheterization accessories and products for operative endurology. |
• | Weck ligation products, clips and appliers; | |
• | Deknatel sutures; | |
• | Pilling hand-held instruments for general and specialty surgical procedures; | |
• | Pleur-evac fluid management products used for chest drainage; and | |
• | Taut access ports used in minimally invasive surgical procedures, including robotic surgery. |
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• | Arrow AutoCAT2 WAVEIntra-Aortic Balloon Pump System; and | |
• | ArrowIntra-Aortic Balloon Catheters and accessories. |
• | Our Critical Care product group generated net revenues of $954.6 million for the twelve months ended March 27, 2011 and is a leading provider of central venous catheters and airway management, regional anesthesia, respiratory and urology products that are marketed under established brands such as Arrow, Rusch, Hudson RCI and Gibeck. | |
• | Our Surgical Care product group generated net revenues of $264.6 million for the twelve months ended March 27, 2011 and is a leading provider of chest drainage and ligation products that are marketed under established brands such as Deknatel, Taut, Weck, Pilling and Pleur-evac. |
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• | Our Cardiac Care product group generated net revenues of $70.0 million for the twelve months ended March 27, 2011 and is a leading provider of intra-aortic balloons and intra-aortic balloon pumps that are marketed under the Arrow brand. |
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• | the Arrow-Howe’s Multi-Lumen Catheter, a catheter equipped with three or four channels, or lumens; | |
• | double-and single-lumen catheters, which are designed for use in a variety of clinical procedures; | |
• | the Arrow Pressure Injectable CVC, which gives clinicians who perform contrast-enhanced CT scans the option of using an indwelling pressure injectable Arrow CVC without having to insert another catheter for their scan; and | |
• | percutaneous sheath introducers, which are used as a means for inserting cardiovascular and other catheterization devices into the vascular system during critical care procedures. |
• | ArrowEVOLUTION PICC with Chlorag+ard technology, a pressure-injectable PICC treated with a chlorhexidine-based solution from tip to hub on both the inner and outer lumen surfaces; | |
• | a device utilizing Accelerated Seldinger Technique to make the placement of PICCs faster, safer and simpler; and |
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• | The VasoNova Vascular Positioning System is a central venous catheter tip navigation system designed to provide clinicians precise and consistent placement of the catheter tip, significantly increasing the success rate of first time placement, shortening hospital stays and lowering costs associated with catheter insertion procedures. |
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2010 | 2009 | 2008 | ||||||||||
(Dollars in thousands) | ||||||||||||
Critical Care | $943,367 | $939,390 | $957,129 | |||||||||
Surgical Care | 262,683 | 260,666 | 272,504 | |||||||||
Cardiac Care | 70,559 | 70,770 | 72,871 | |||||||||
OEM and Development Services | 154,214 | 149,829 | 158,343 | |||||||||
Other | 2,459 | 14,230 | 14,774 | |||||||||
Total net revenues | $1,433,282 | $1,434,885 | $1,475,621 | |||||||||
2010 | 2009 | 2008 | ||||||||||
Hospitals/Healthcare Providers | 82 | % | 83 | % | 84 | % | ||||||
Medical Device Manufacturers | 11 | % | 10 | % | 11 | % | ||||||
Home Health | 7 | % | 7 | % | 5 | % |
2010 | 2009 | 2008 | ||||||||||
North America | 52 | % | 52 | % | 52 | % | ||||||
Europe, Middle East and Africa | 35 | % | 36 | % | 37 | % | ||||||
Asia, Latin America | 13 | % | 12 | % | 11 | % |
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Name | Age | Positions and Offices with Company | ||||
Benson F. Smith | 63 | Chairman, Chief Executive Officer and Director | ||||
Richard A. Meier | 51 | Executive Vice President and Chief Financial Officer | ||||
Laurence G. Miller | 56 | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | ||||
George Babich, Jr. | 59 | Director | ||||
Patricia C. Barron | 68 | Director | ||||
William R. Cook | 67 | Director | ||||
Jeffrey A. Graves | 49 | Director | ||||
Stephen K. Klasko | 57 | Director | ||||
Sigismundus W.W. Lubsen | 67 | Director | ||||
Stuart A. Randle | 51 | Director | ||||
Harold L. Yoh III | 50 | Director | ||||
James W. Zug | 70 | Director |
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• | during any fiscal quarter (and only during such fiscal quarter) commencing after March 27, 2011, if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than 130% of the applicable conversion price on each applicable trading day; | |
• | during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of Convertible Notes for each day in the measurement period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on each such trading day; | |
• | upon the occurrence of specified corporate events; or | |
• | at any time on or after May 1, 2017. |
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• | will be general unsecured obligations of Teleflex; | |
• | will be subordinated in right of payment to all existing and future Senior Debt of Teleflex; | |
• | will bepari passuin right of payment with any future senior subordinated Indebtedness of Teleflex; and | |
• | will be fully and unconditionally guaranteed by the Guarantors on a senior subordinated basis;provided,however, that all of the guarantees will be automatically released if the notes are rated Investment Grade by both Moody’s and S&P. |
• | will be a general unsecured obligation of the Guarantor; |
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• | will be subordinated in right of payment to all existing and future Senior Debt of that Guarantor; and | |
• | will bepari passuin right of payment with any future senior subordinated Indebtedness of that Guarantor. |
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(1) | immediately after giving effect to such transaction, no Default or Event of Default exists; and | |
(2) | either: |
(a) | the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger expressly assumes all the obligations of that Guarantor under its Note Guarantee and the indenture pursuant to a supplemental indenture substantially in the form attached to the indenture; or |
(b) | the Net Proceeds of such sale or other disposition are applied in accordance with the provisions described under “—Repurchase at the Option of Holders—Asset Sales,” to the extent applicable. |
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(1) | in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) Teleflex or a Restricted Subsidiary of Teleflex, if the sale or other disposition does not violate the provisions of the indenture described under “—Repurchase at the Option of Holders—Asset Sales”; | |
(2) | in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) Teleflex or a Restricted Subsidiary of Teleflex, if the sale or other disposition does not violate the provisions of the indenture described under “—Repurchase at the Option of Holders—Asset Sales” and the Guarantor ceases to be a Restricted Subsidiary of Teleflex as a result of the sale or other disposition; | |
(3) | if Teleflex designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of the indenture described under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries”; | |
(4) | with respect to any Guarantor that, as of the date of the supplemental indenture, is a guarantor or other obligor with respect to any Indebtedness under any Credit Facility, if that Guarantor ceases to be a guarantor or other obligor with respect to any such Indebtedness;provided,however, that if, at any time following such release, that Guarantor subsequently guarantees or otherwise becomes an obligor with respect to any Indebtedness under a Credit Facility, then that Guarantor will be required to provide a Note Guarantee at such time; | |
(5) | with respect to any Guarantor that, as of the date of the supplemental indenture, is not a guarantor or other obligor with respect to any Indebtedness under any Credit Facility, in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor, by way of merger, consolidation or otherwise, to any Restricted Subsidiary that is not a Guarantor; | |
(6) | upon legal defeasance, covenant defeasance or satisfaction and discharge of the indenture as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge;” or | |
(7) | on the Fall-Away Date. |
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(1) | in a liquidation or dissolution of Teleflex; | |
(2) | in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Teleflex or its property; | |
(3) | in an assignment for the benefit of creditors; or | |
(4) | in any marshaling of Teleflex’s assets and liabilities. |
(1) | a payment default on Designated Senior Debt occurs and is continuing; or | |
(2) | any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the trustee receives a notice of such default (a “Payment Blockage Notice”) from Teleflex or any administrative agent or other agent or trustee for any Designated Senior Debt. |
(1) | in the case of a payment default, upon the date on which such default is cured or waived; and | |
(2) | in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated, |
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(1) | at least 65% of the aggregate principal amount of notes originally issued under the indenture (excluding notes held by Teleflex and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and | |
(2) | the redemption occurs within 120 days of the date of the closing of such Equity Offering. |
Year | Percentage | |||
2016 | % | |||
2017 | % | |||
2018 | % | |||
2019 and thereafter | 100.000 | % |
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(1) | accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer; | |
(2) | deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and | |
(3) | deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being repurchased by Teleflex. |
(1) | a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by Teleflex and purchases all notes properly tendered and not withdrawn under the Change of Control Offer;provided,however, in the event that such third party terminates, or defaults under, its offer, Teleflex will be required to make a Change of Control Offer treating the date of such termination or default as though it were the date of the Change of Control; or | |
(2) | notice of redemption has been given pursuant to the indenture as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the |
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consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. |
(1) | Teleflex (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and | |
(2) | at least 75% of the consideration received in the Asset Sale by Teleflex or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash: |
(a) | any liabilities, as shown on Teleflex’s most recent consolidated balance sheet, of Teleflex or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a novation, indemnity or similar agreement that releases Teleflex or such Restricted Subsidiary from or indemnifies against further liability; |
(b) | any securities, notes or other obligations received by Teleflex or any such Restricted Subsidiary from such transferee that are converted by Teleflex or such Restricted Subsidiary into cash within 180 days of receipt, to the extent of the cash received in that conversion; |
(c) | any stock or assets of the kind referred to in clauses (2), (4) or (5) of the next paragraph of this covenant; and |
(d) | any Designated Non-cash Consideration received by Teleflex or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (d) that is at that time outstanding, not to exceed at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) the greater of (i) $50.0 million or (ii) 1.25% of the Company’s Total Assets. |
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(1) | to repay Senior Debt; | |
(2) | to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Teleflex; | |
(3) | to make a capital expenditure; | |
(4) | to acquire other assets that are used or useful in a Permitted Business; or | |
(5) | to make an Investment in any one or more businesses that replaces the businesses, propertiesand/or assets that are the subject of such Asset Sale;providedthat such Investment in any business is in the form of the acquisition of Capital Stock and, after giving effect to such Investment, such business is a Restricted Subsidiary of Teleflex. |
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(1) | the notes are rated Investment Grade; and | |
(2) | no Default or Event of Default shall have occurred and be continuing, |
(1) | “—Repurchase at the Option of Holders—Asset Sales;” | |
(2) | “—Restricted Payments;” | |
(3) | “—Incurrence of Indebtedness and Issuance of Preferred Stock;” | |
(4) | “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries;” | |
(5) | “—Designation of Restricted and Unrestricted Subsidiaries;” | |
(6) | “—Transactions with Affiliates;” | |
(7) | clause (4) of the covenant described below under the caption “—Merger, Consolidation or Sale of Assets;” | |
(8) | “—No Layering of Debt;” | |
(9) | “—Payments for Consent;” and |
(10) | “—Additional Note Guarantees.” |
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(1) | declare or pay any dividend or make any other payment or distribution on account of Teleflex’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Teleflex or any of its Restricted Subsidiaries) other than: |
(A) | dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Teleflex; and |
(B) | dividends or distributions (including, for the purposes of this clause (1)(B), loans, capital contributions, premium reductions, reductions of capital and returns of capital) payable to Teleflex or a Restricted Subsidiary of Teleflex (including, for the avoidance of doubt, dividends or distributions issued by a Restricted Subsidiary of Teleflex); |
(2) | purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Teleflex) any Equity Interests of Teleflex or any direct or indirect parent of Teleflex; | |
(3) | make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of Teleflex or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among Teleflex and any of its Restricted Subsidiaries), except a payment of interest, payments in satisfaction of a sinking fund obligation or principal at the Stated Maturity thereof; or | |
(4) | make any Restricted Investment |
(a) | no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; |
(b) | Teleflex would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock;” and |
(c) | such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Teleflex and its Restricted Subsidiaries since the date of the supplemental indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9), (10), (11), |
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(13), (14), (15) and (16) of the next succeeding paragraph), is less than the sum, without duplication, of: |
(1) | 50% of the Consolidated Net Income of Teleflex for the period (taken as one accounting period) from March 27, 2011 to the end of Teleflex’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit);plus | |
(2) | 100% of the aggregate net cash proceeds and the Fair Market Value of marketable securities received by Teleflex as a contribution to its common equity capital or from the issue or sale of Qualifying Equity Interests of Teleflex since the date of the supplemental indenture or from the issue or sale of convertible or exchangeable Disqualified Stock of Teleflex or convertible or exchangeable debt securities of Teleflex (whether issued or sold before or after the date of the supplemental indenture), in each case that have been converted into or exchanged for Qualifying Equity Interests of Teleflex after the date of the supplemental indenture (other than Qualifying Equity Interests and convertible or exchangeable Disqualified Stock or debt securities sold to a Subsidiary of Teleflex);plus | |
(3) | 100% of the aggregate net cash proceeds and the Fair Market Value of marketable securities or other property received by Teleflex after the date of the supplemental indenture by means of: (i) the sale or other disposition (other than to Teleflex or a Restricted Subsidiary) of Restricted Investments made by Teleflex or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from Teleflex or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constituted Restricted Investments by Teleflex or its Restricted Subsidiaries, in each case after the date of the supplemental indenture, (ii) the sale (other than to Teleflex or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or (iii) a distribution or dividend from an Unrestricted Subsidiary, in each case to the extent that such amounts were not otherwise included in the Consolidated Net Income of Teleflex for such period;plus |
(4) | to the extent that any Unrestricted Subsidiary of Teleflex designated as such after the date of the supplemental indenture is redesignated as a Restricted Subsidiary after the date of the supplemental indenture, the lesser of (i) the Fair Market Value of Teleflex’s Restricted Investment in such Subsidiary as of the date of such redesignation or (ii) the aggregate amount of Teleflex’s Restricted Investments in such Subsidiary to the extent such Restricted Investments reduced the amount available under this clause (4) and were not previously repaid or otherwise reduced. |
(1) | the payment of any dividend or the consummation of any irrevocable redemption of any securities within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the indenture; | |
(2) | the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of Teleflex) of, Equity Interests of Teleflex (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to Teleflex;providedthat the amount of any such net cash proceeds that are utilized for any such Restricted Payment will not be considered to be net proceeds of Qualifying Equity Interests for purposes of clause (c)(2) of the preceding paragraph; |
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(3) | the payment of any dividend or similar distribution by a Restricted Subsidiary of Teleflex to the holders of its Equity Interests on apro ratabasis; | |
(4) | the making of any principal payment or the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of Teleflex or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness; | |
(5) | the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Teleflex or any Restricted Subsidiary of Teleflex held by any current or former officer, director, employee or consultant of Teleflex or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement or any management equity plan or stock option plan or any other management or employee benefit plan or agreement;providedthat the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $25.0 million in any twelve-month period (with unused amounts in any twelve-month period being carried over to succeeding twelve-month periods);provided furtherthat such amount in any twelve-month period may be increased by an amount not to exceed: |
(a) | the cash proceeds from the sale of Equity Interests of Teleflex to members of management, directors or consultants of Teleflex, any of its Restricted Subsidiaries or any of its direct or indirect parent companies that occurred after the date of the supplemental indenture, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (c) of the preceding paragraph or clause (2) of this paragraph;plus |
(b) | the cash proceeds of key man life insurance policies received by Teleflex or its Restricted Subsidiaries after the date of the supplemental indenture;less |
(c) | the amount of any Restricted Payments made in previous twelve-month periods pursuant to clauses (a) and (b) of this clause (5); |
(6) | the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options; | |
(7) | payments or distributions to dissenting stockholders required by applicable law, pursuant to or in connection with a consolidation, merger or transfer of assets of Teleflex or its Restricted Subsidiaries that complies with the provisions of the indenture described under the caption “—Merger, Consolidation or Sale of Assets;” | |
(8) | the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Teleflex or any preferred stock of any Restricted Subsidiary of Teleflex issued on or after the date of the supplemental indenture in accordance with the Fixed Charge Coverage Ratio test described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock;” | |
(9) | payments of cash, dividends, distributions, advances or other Restricted Payments by Teleflex or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Capital Stock or Permitted Convertible Indebtedness of any such Person; | |
(10) | the making of cash payments in connection with any conversion of Permitted Convertible Indebtedness in an aggregate principal amount since the date of the supplemental indenture not |
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to exceed the sum of (a) the principal amount of such Permitted Convertible Indebtednessplus (b) any payments received by Teleflex or any of its Restricted Subsidiaries pursuant to the exercise, settlement or termination of any related Permitted Bond Hedge Transaction; |
(11) | any payments in connection with a Permitted Bond Hedge Transaction, and the settlement of any related Permitted Warrant Transaction (a) by delivery of shares of Teleflex’s common stock upon net share settlement thereof or (b) by (i) set-off against the related Permitted Bond Hedge Transaction, (ii) payment of an early termination amount thereof in shares of Teleflex’s common stock upon any early termination thereof and (iii) payment of an amount thereof in cash upon exercise, settlement or an early termination thereof in an aggregate amount not to exceed the aggregate amount of any payments received by Teleflex or any of its Restricted Subsidiaries pursuant to the exercise, settlement or termination of any related Permitted Bond Hedge Transaction, less any cash payments made with respect to any related Permitted Convertible Indebtedness pursuant to clause (10) of this paragraph; | |
(12) | the declaration or payment of cash dividends on Teleflex’s common stock in an amount not to exceed $0.35 per share in any fiscal quarter (as adjusted so that the aggregate amount payable pursuant to this clause (12) is not increased or decreased solely as a result of any stock-split, stock dividend or similar reclassification); | |
(13) | the purchase, redemption, cancellation or other retirement for a nominal value per right of any rights granted to holders of Teleflex common stock pursuant to a shareholder rights plan; | |
(14) | payments in connection with intercompany obligations under cash pooling arrangements; | |
(15) | the repurchase or redemption of any Indebtedness which is subordinated in right of payment to the notes or any Note Guarantee (i) at a purchase price not greater than 101% of the principal amount of such Indebtedness in the event of a “Change of Control” in accordance with provisions similar to those described under the caption “—Repurchase at the Option of Holders—Change of Control” or (ii) at a purchase price not greater than 100% of the principal amount thereof in accordance with the provisions similar to those described under the caption “—Repurchase at the Option of Holders—Asset Sales;”providedthat, prior to or simultaneously with such purchase or redemption, Teleflex has made an offer to purchase the notes as provided in the above-referenced provisions with respect to the notes and has completed the repurchase or redemption of the notes validly tendered for payment in connection with such offer to purchase and the provisions described under the captions “—Repurchase at the Option of Holders—Change of Control” and “—Repurchase at the Option of Holders—Asset Sales,” as applicable; and | |
(16) | so long as no Default or Event of Default has occurred and is continuing, other Restricted Payments;provided, that, if, immediately after giving effect to such Restricted Payment as if it had occurred at the beginning of Teleflex’s most recently ended four full fiscal quarters for which internal financial statements are available at the time of such Restricted Payment, Teleflex’s Consolidated Leverage Ratio would have been equal to or greater than 3.00 to 1.00, the aggregate amount of such Restricted Payments pursuant to this clause (16) made since the date of the supplemental indenture at a time when such Consolidated Leverage Ratio was equal to or greater than 3.00 to 1.00 does not exceed $275.0 million. |
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(1) | the incurrence by Teleflex and any of its Restricted Subsidiaries of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the face amount thereof) not to exceed $1,250.0 million; | |
(2) | the incurrence by Teleflex and its Restricted Subsidiaries of the Existing Indebtedness; | |
(3) | the incurrence by Teleflex and the Guarantors of Indebtedness represented by the notes and the related Note Guarantees to be issued on the date of the supplemental indenture; | |
(4) | the incurrence by Teleflex or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of Teleflex or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed, as of any date of incurrence, the greater of (a) $100.0 million or (b) 2.5% of Total Assets; | |
(5) | the incurrence by Teleflex or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (14), (15), (19) or (21) of this paragraph; | |
(6) | the incurrence by Teleflex or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Teleflex and any of its Restricted Subsidiaries;provided, however, that: |
(a) | any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Teleflex or a Restricted Subsidiary of Teleflex; and |
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(b) | any sale or other transfer of any such Indebtedness to a Person that is not either Teleflex or a Restricted Subsidiary of Teleflex, |
(7) | the issuance by any of Teleflex’s Restricted Subsidiaries to Teleflex or to any of its Restricted Subsidiaries of shares of preferred stock;provided, however,that: |
(a) | any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than Teleflex or a Restricted Subsidiary of Teleflex; and |
(b) | any sale or other transfer of any such preferred stock to a Person that is not either Teleflex or a Restricted Subsidiary of Teleflex, |
(8) | the incurrence by Teleflex or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business; | |
(9) | the guarantee by Teleflex or any of the Guarantors of Indebtedness of Teleflex or a Restricted Subsidiary of Teleflex to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision of this covenant;providedthat if the Indebtedness being guaranteed is subordinated to orpari passuwith the notes, then the Guarantee must be subordinated orpari passu, as applicable, to the same extent as the Indebtedness guaranteed; | |
(10) | the incurrence by Teleflex or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds in the ordinary course of business; | |
(11) | reimbursement obligations in respect of standby or documentary letters of credit or bankers’ acceptances in the ordinary course of business in an aggregate principal amount at any time outstanding not to exceed $30.0 million; | |
(12) | the incurrence by Teleflex or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days; | |
(13) | the incurrence by a Securitization Subsidiary of Indebtedness in connection with a Qualified Securitization Facility that is without recourse to Teleflex or to any other Subsidiary of Teleflex or their assets (other than such Securitization Subsidiary and its assets and, as to Teleflex or any Subsidiary of Teleflex, other than pursuant to representations, warranties, covenants and indemnities customary for such transactions) and is not guaranteed by any such Person in an aggregate principal amount not to exceed, as of any date of incurrence, the greater of (a) 85% of the gross book value of the accounts receivable of Teleflex and its Restricted Subsidiaries determined based on the most recently available month-end consolidated balance sheet information for Teleflex or (b) $250.0 million; | |
(14) | the incurrence by Teleflex or any of its Restricted Subsidiaries of (a) Indebtedness of a Person incurred and outstanding on or prior to the date on which such Person was acquired by Teleflex or any of its Restricted Subsidiaries or merged into Teleflex or a Restricted Subsidiary in |
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accordance with the terms of the indenture or (b) Indebtedness of Teleflex or any of its Restricted Subsidiaries incurred to acquire any Person who will become a Restricted Subsidiary or be merged into Teleflex or any of its Restricted Subsidiaries in accordance with the terms of the indenture;provided,however, that, in either case, on the date of such incurrence, (i) Teleflex would have been able to incur $1.00 of additional Indebtedness pursuant to the first paragraph of this covenant after giving effect to the incurrence of such Indebtedness pursuant to this clause (14) or (ii) the Fixed Charge Coverage Ratio for Teleflex would be greater than such Fixed Charge Coverage Ratio immediately prior to such incurrence of Indebtedness; |
(15) | the incurrence by Teleflex of Indebtedness, to the extent the net proceeds thereof are (a) used to purchase notes in connection with a Change of Control Offer or pursuant to the provisions of the indenture described under “—Optional Redemption” or (b) promptly deposited to defease the notes as described under “—Legal Defeasance and Covenant Defeasance” or “—Satisfaction and Discharge”; | |
(16) | the incurrence by Teleflex or any of its Restricted Subsidiaries of Indebtedness incurred in the ordinary course of business in connection with cash pooling arrangements, cash management and other Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; | |
(17) | the incurrence by Teleflex or any of its Restricted Subsidiaries of Indebtedness arising from agreements of Teleflex or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn-out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition;providedthat the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by Teleflex and its Restricted Subsidiaries in connection with such disposition; | |
(18) | the incurrence by Teleflex or any of its Restricted Subsidiaries of Indebtedness in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of Teleflex or any of its Restricted Subsidiaries;providedthat such repurchase, redemption or other acquisition or retirement is permitted by the covenant described above under the caption “—Restricted Payments;” andprovided,furtherthat such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes and the Note Guarantees; | |
(19) | Indebtedness of Foreign Subsidiaries in an aggregate amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (19), not to exceed, as of any date of incurrence, the greater of (a) $150.0 million (or the equivalent thereof, measured at the time of each incurrence, in the applicable foreign currency) or (b) 4.0% of Total Assets; | |
(20) | Indebtedness consisting of guarantees of Indebtedness or other obligations of joint ventures permitted under clause (15) of the definition of “Permitted Investments;” and | |
(21) | the incurrence by Teleflex or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (21), not to exceed, as of any date of incurrence, the greater of (a) $200.0 million or (b) 5.0% of Total Assets. |
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(1) | pay dividends or make any other distributions on its Capital Stock to Teleflex or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Teleflex or any of its Restricted Subsidiaries; | |
(2) | make loans or advances to Teleflex or any of its Restricted Subsidiaries; or | |
(3) | sell, lease or transfer any of its properties or assets to Teleflex or any of its Restricted Subsidiaries. |
(1) | contractual encumbrances or restrictions in effect on the date of the supplemental indenture, including pursuant to agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of the supplemental indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements;providedthat the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the supplemental indenture; | |
(2) | the indenture, the notes and the Note Guarantees; | |
(3) | agreements governing other Indebtedness permitted to be incurred under the provisions of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock” and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements;providedthat the restrictions therein are not materially more restrictive, taken as a whole, than those contained in the indenture, the notes and the Note Guarantees; | |
(4) | applicable law, rule, regulation or order; | |
(5) | any agreement or other instrument of a Person acquired by Teleflex or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent created in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; | |
(6) | customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; | |
(7) | purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph; | |
(8) | any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; |
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(9) | Permitted Refinancing Indebtedness;providedthat the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; | |
(10) | Liens permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens; | |
(11) | provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreements; | |
(12) | restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; | |
(13) | Indebtedness, Disqualified Stock or preferred stock of Foreign Subsidiaries permitted to be incurred pursuant to the provisions of the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock;” | |
(14) | any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; | |
(15) | restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets;providedthat such sale or transfer complies with the other provisions of the indenture; | |
(16) | Indebtedness or other contractual requirements or restrictions created in connection with any Qualified Securitization Facility that, in a good faith determination of Teleflex, are necessary or advisable to effect such Qualified Securitization Facility;providedthat such restrictions apply only to such Securitization Subsidiary; and | |
(17) | any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of Teleflex, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. |
(1) | either: (a) Teleflex is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Teleflex) or to which such sale, assignment, transfer, |
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conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the notes is a corporation organized or existing under any such laws; |
(2) | the Person formed by or surviving any such consolidation or merger (if other than Teleflex) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Teleflex under the notes and the indenture pursuant to a supplemental indenture substantially in the form attached to the indenture or other documents or instruments; | |
(3) | immediately after such transaction, no Default or Event of Default exists; and | |
(4) | on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (a) Teleflex or the Person formed by or surviving any such consolidation or merger (if other than Teleflex), or to which such sale, assignment, transfer, conveyance or other disposition has been made would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock” or (b) the Fixed Charge Coverage Ratio for Teleflex or the Person formed by or surviving any such consolidation or merger (if other than Teleflex), or to which such sale, assignment, transfer, conveyance or other disposition has been made, would be greater as a result of such transaction. |
(1) | the Affiliate Transaction is on terms that are not materially less favorable to Teleflex or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Teleflex or such Restricted Subsidiary with an unrelated Person; and | |
(2) | Teleflex delivers to the trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $40.0 million, (a) a resolution of the Board of Directors of Teleflex set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Teleflex, |
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or (b) an opinion as to the fairness to Teleflex or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. |
(1) | any employment agreement, change in control/severance agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by Teleflex or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto; | |
(2) | transactions between or among Teleflexand/or its Restricted Subsidiaries; | |
(3) | transactions with a Person (other than an Unrestricted Subsidiary of Teleflex) that is an Affiliate of Teleflex solely because Teleflex owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; | |
(4) | payment of fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of Teleflex or any of its Restricted Subsidiaries or parent entities in the ordinary course of business; | |
(5) | any issuance of Equity Interests (other than Disqualified Stock) of Teleflex to Affiliates of Teleflex and the granting of registration and other customary rights in connection therewith; | |
(6) | any Permitted Investments and any Restricted Payments permitted under the provisions of the indenture described above under the caption “—Restricted Payments;” | |
(7) | any agreement as in effect as of the date of the supplemental indenture, or any amendment thereto (so long as any such amendment is not materially disadvantageous to the holders of the notes when taken as a whole as compared to the applicable agreement as in effect on the date of the supplemental indenture); | |
(8) | transactions in which Teleflex or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to Teleflex or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to Teleflex or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Teleflex or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; | |
(9) | the Transactions and the payment of all fees and expenses related thereto; | |
(10) | transactions with customers, clients, suppliers, or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are fair to Teleflex and its Restricted Subsidiaries, in the reasonable determination of the board of directors of Teleflex or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; | |
(11) | sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility; |
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(12) | transactions between or among Teleflexand/or its Subsidiaries or transactions between a Securitization Subsidiary and any Person in which the Securitization Subsidiary has an Investment; | |
(13) | any transaction with a Captive Insurance Subsidiary in the ordinary course of operations of such Captive Insurance Subsidiary; and | |
(14) | any tax sharing agreement or payment pursuant thereto, between the Companyand/or one or more Subsidiaries on the one hand, and any other Person with which the Company or such Subsidiaries are required or permitted to file consolidated tax return or with which the Company or such Subsidiaries are part of a consolidated group for tax purposes on the other hand, which payments by the Company and the Restricted Subsidiaries are in lieu of and not in excess of the tax liabilities that would have been payable by them on a stand-alone basis. |
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(1) | all quarterly and annual reports that would be required to be filed with the SEC on Forms10-Q and10-K if Teleflex were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by Teleflex’s certified independent accountants; and | |
(2) | all current reports that would be required to be filed with the SEC onForm 8-K if Teleflex were required to file such reports. |
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(1) | default for 30 days in the payment when due of interest, if any, on the notes, whether or not prohibited by the subordination provisions of the indenture; | |
(2) | default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the notes, whether or not prohibited by the subordination provisions of the indenture; | |
(3) | prior to the Fall Away Date, and, to the extent applicable after the Fall Away Date, failure by Teleflex or any of its Restricted Subsidiaries to comply with the provisions described under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” for 30 days after notice to Teleflex by the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding; | |
(4) | prior to the Fall Away Date, failure by Teleflex or any of its Restricted Subsidiaries to comply with the provisions described under the captions “—Certain Covenants—Restricted Payments” or “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” for 30 days after notice to Teleflex by the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding; | |
(5) | failure by Teleflex or any of its Restricted Subsidiaries for 60 days after notice to Teleflex by the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding to comply with any of the other agreements in the indenture; | |
(6) | default with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which may be secured or evidenced any Indebtedness for money borrowed in excess of $50.0 million in the aggregate by Teleflex or any of its Restricted Subsidiaries, whether |
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such Indebtedness or Guarantee now exists, or is created after the date of the supplemental indenture, if that default: |
(a) | constitutes a failure to pay the principal or interest of any such Indebtedness or Guarantee when due and payable at its stated maturity, upon required repurchase, upon declaration or otherwise (a “Payment Default”); or |
(b) | results in such Indebtedness becoming or being declared due and payable; |
(7) | failure by Teleflex or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $50.0 million, which judgments are not paid, discharged or stayed, for a period of 60 days; | |
(8) | except as permitted by the indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and | |
(9) | certain events of bankruptcy or insolvency described in the indenture with respect to Teleflex or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. |
(1) | such holder has previously given the trustee written notice that an Event of Default is continuing; | |
(2) | holders of at least 25% in aggregate principal amount of the then outstanding notes make a written request to the trustee to pursue the remedy; | |
(3) | such holder or holders offer and, if requested, provide to the trustee security or indemnity reasonably satisfactory to the trustee against any loss, liability or expense; | |
(4) | the trustee does not comply with such request within 60 days after receipt of the request and the offer of security or indemnity; and |
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(5) | during such60-day period, holders of a majority in aggregate principal amount of the then outstanding notes do not give the trustee a direction inconsistent with such request. |
(1) | the rights of holders of outstanding notes to receive payments in respect of the principal of, premium on, if any, or interest, if any, on, such notes when such payments are due from the trust referred to below; | |
(2) | Teleflex’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust; |
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(3) | the rights, powers, trusts, duties and immunities of the trustee under the indenture, and Teleflex’s and the Guarantors’ obligations in connection therewith; and | |
(4) | the Legal Defeasance and Covenant Defeasance provisions of the indenture. |
(1) | Teleflex must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium on, if any, and interest, if any, on, the outstanding notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and Teleflex must specify whether the notes are being defeased to such stated date for payment or to a particular redemption date; | |
(2) | in the case of Legal Defeasance, Teleflex must deliver to the trustee an opinion of counsel confirming that (a) Teleflex has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the supplemental indenture, there has been a change in the applicable federal income tax law (or official interpretation thereof), in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; | |
(3) | in the case of Covenant Defeasance, Teleflex must deliver to the trustee an opinion of counsel confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; | |
(4) | no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); | |
(5) | such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which Teleflex or any of the Guarantors is a party or by which Teleflex or any of the Guarantors is bound (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness) and the granting of Liens to secure such borrowings); |
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(6) | Teleflex must deliver to the trustee an officers’ certificate stating that the deposit was not made by Teleflex with the intent of preferring the holders of notes over the other creditors of Teleflex with the intent of defeating, hindering, delaying or defrauding any creditors of Teleflex or others; and | |
(7) | Teleflex must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. |
(1) | reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver; | |
(2) | reduce the principal of or change the fixed maturity of any note or alter or waive any of the provisions with respect to the redemption of the notes (for the avoidance of doubt, the provisions with respect to the redemption of the notes referred to in this clause (2) do not include the provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”); | |
(3) | reduce the rate of or change the time for payment of interest, including default interest, on any note; | |
(4) | waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration); | |
(5) | make any note payable in money other than that stated in the notes; | |
(6) | make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, premium on, if any, or interest, if any, on, the notes; | |
(7) | waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”); |
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(8) | release any Guarantor from any of its obligations under its Note Guarantee or the indenture, except in accordance with the terms of the indenture; or | |
(9) | make any change in the preceding amendment and waiver provisions. |
(1) | to cure any ambiguity, defect or inconsistency; | |
(2) | to provide for uncertificated notes in addition to or in place of certificated notes; | |
(3) | to provide for the assumption of Teleflex’s or a Guarantor’s obligations to holders of notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of Teleflex’s or such Guarantor’s assets, as applicable; | |
(4) | to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture of any holder; | |
(5) | to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act; | |
(6) | to conform the text of the indenture, the notes, the Note Guarantees to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the indenture, the notes, the Note Guarantees, which intent will be evidenced by an officers’ certificate to that effect; | |
(7) | to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture as of the date of the supplemental indenture; | |
(8) | to allow any Guarantor to execute a supplemental indentureand/or a Note Guarantee with respect to the Notes; or | |
(9) | to release a Guarantor from its Guarantee pursuant to the terms of the indenture when permitted or required pursuant to the terms of the indenture. |
(1) | either: |
(a) | all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to Teleflex, have been delivered to the trustee for cancellation; or |
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(b) | all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year and Teleflex or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the trustee for cancellation for principal of, premium on, if any, and interest, if any, on, the notes to the date of maturity or redemption; |
(2) | in respect of clause 1(b), no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which Teleflex or any Guarantor is a party or by which Teleflex or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); | |
(3) | Teleflex or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and | |
(4) | Teleflex has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or on the redemption date, as the case may be. |
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(1) | upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the initial purchasers with portions of the principal amount of the Global Notes; and | |
(2) | ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes). |
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(1) | any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or | |
(2) | any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants. |
(1) | DTC (a) notifies Teleflex that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, Teleflex fails to appoint a successor depositary within 90 days of such event; | |
(2) | Teleflex, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or | |
(3) | there has occurred and is continuing a Default or Event of Default with respect to the notes and DTC requests such certification of the Global Note; |
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(1) | Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and | |
(2) | Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. |
(1) | 1.0% of the principal amount of the note; or |
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(2) | the excess, if any, of: |
(a) | the present value at such redemption date of (i) the redemption price of the note at June 1, 2016 (such redemption price being set forth in the table appearing above under the caption “—Optional Redemption”) plus (ii) all required interest payments due on the note through June 1, 2016, (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over |
(b) | the principal amount of the note. |
(1) | the sale, lease, conveyance or other disposition of any assets or rights by Teleflex or any of Teleflex’s Restricted Subsidiaries;providedthat the sale, lease, conveyance or other disposition of all or substantially all of the assets of Teleflex and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control”and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and | |
(2) | the issuance of Equity Interests by any of Teleflex’s Restricted Subsidiaries or the sale by Teleflex or any of Teleflex’s Restricted Subsidiaries of Equity Interests in any of Teleflex’s Subsidiaries (other than preferred stock of Restricted Subsidiaries issued in compliance with the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock”). |
(1) | any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $25.0 million; | |
(2) | to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business; | |
(3) | the lease, assignment orsub-lease of any real or personal property in the ordinary course of business; | |
(4) | any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; | |
(5) | any financing transaction with respect to property built or acquired by Teleflex or any Restricted Subsidiary after the date of the supplemental indenture, including any sale and leaseback transactions and asset securitizations permitted by the indenture; | |
(6) | the sale or discount of inventory, accounts receivable or notes receivable in the ordinary course of business or the conversion of accounts receivable to notes receivable; | |
(7) | a transfer of assets between or among Teleflex and its Restricted Subsidiaries; | |
(8) | an issuance of Equity Interests by a Restricted Subsidiary of Teleflex to Teleflex or to a Restricted Subsidiary of Teleflex; |
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(9) | the sale, lease or other transfer of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out, obsolete or no longer used assets in the ordinary course of business (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of Teleflex, no longer economically practicable to maintain or useful in the conduct of the business of Teleflex and its Restricted Subsidiaries taken as whole); | |
(10) | licenses and sublicenses by Teleflex or any of its Restricted Subsidiaries of software or intellectual property or other intangibles in the ordinary course of business; | |
(11) | any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business; | |
(12) | foreclosures, condemnation or similar proceedings affecting assets of Teleflex or any of its Restricted Subsidiaries; | |
(13) | the granting of Liens not prohibited by the covenant described above under the caption “—Liens;” | |
(14) | the sale or other disposition of cash or Cash Equivalents or Investment Grade Securities; | |
(15) | a Restricted Payment permitted under the covenant described above under the caption “—Certain Covenants—Restricted Payments” or a Permitted Investment; | |
(16) | the entry into, settlement or early termination of any Hedging Obligations; | |
(17) | the entry into, settlement or early termination of any Permitted Bond Hedge Transaction and the entry into, settlement or early termination of any Permitted Warrant Transaction; | |
(18) | transfers or sales of (i) accounts receivable, participations therein or related assets or (ii) Securitization Assets and related assets (or a fractional undivided interest therein), in each case in connection with a Qualified Securitization Facility; and | |
(19) | sales or other dispositions by Teleflex or any of its Restricted Subsidiaries of assets constituting in whole or in part its Aerospace segment (as defined in its condensed consolidated financial statements for the three months ended March 27, 2011), or of Equity Interests of any Restricted Subsidiary of Teleflex holding its Aerospace segment. |
(1) | with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; | |
(2) | with respect to a partnership, the Board of Directors of the general partner of the partnership; |
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(3) | with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and | |
(4) | with respect to any other Person, the board or committee of such Person serving a similar function. |
(1) | in the case of a corporation, corporate stock; | |
(2) | in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; | |
(3) | in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and | |
(4) | any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, |
(1) | United States dollars; | |
(2) | (a) pounds sterling or euros; (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business; and (c) the currency of any country that is a member of the Organization for Economic Cooperation and Development; | |
(3) | securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (providedthat the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than 24 months from the date of acquisition; | |
(4) | certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to a Credit Facility or with any commercial bank having capital and surplus in excess of $500.0 million; | |
(5) | repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (3) and (4) above entered into with any financial institution meeting the qualifications specified in clause (4) above; |
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(6) | commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within 12 months after the date of acquisition; | |
(7) | marketable short-term money market and similar securities having a rating of at leastP-2 orA-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another “nationally recognized statistical rating organization” within the meaning ofRule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by Teleflex as a replacement agency) and in each case maturing within 24 months after the date of creation or acquisition thereof; | |
(8) | readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 12 months or less from the date of acquisition; and | |
(9) | money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (8) of this definition. |
(1) | the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Teleflex and its Restricted Subsidiaries taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) other than to Teleflex or one of its Restricted Subsidiaries; | |
(2) | the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including any “person” (as defined above)) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Teleflex, measured by voting power rather than number of shares; | |
(3) | Teleflex consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, Teleflex, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Teleflex is converted into or exchanged for cash, securities or other property, other than any such transaction where: |
(a) | the Voting Stock of Teleflex outstanding immediately prior to such transaction is converted into or exchanged for the Voting Stock of such surviving or transferee Person (or any direct or indirect parent thereof) immediately after giving effect to such transaction; and |
(b) | the holders of the Voting Stock of Teleflex immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of Teleflex or such surviving or transferee Person (or any direct or indirect parent thereof) immediately after giving effect to such transaction; or |
(4) | the first day on which a majority of the members of the Board of Directors (excluding vacant seats) of Teleflex are not Continuing Directors. |
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(1) | provision for taxes based on income, profits or capital, including, without limitation, state, franchise and similar taxes (such as the Pennsylvania capital tax) and foreign withholding taxes of such Person and its Restricted Subsidiaries for such period;plus | |
(2) | the Fixed Charges of such Person and its Restricted Subsidiaries for such period;plus | |
(3) | any foreign currency translation losses (including losses related to currency remeasurements of Indebtedness) of such Person and its Restricted Subsidiaries for such period;plus | |
(4) | any extraordinary, non-recurring or unusual losses, charges or premiums including, but not limited to, any expenses or charges related to any Equity Offering, incurrence of Indebtedness permitted to be incurred under the indenture, Permitted Investment, acquisition, restructuring, integration (including, without limitation, the sale, closure or consolidation of facilities andstart-up costs related to new facilities), transition, executive recruiting, severance (including, but not limited to, any severance payments related to management employment contracts), relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans, recapitalization or the amendment, modification or refinancing of Indebtedness (including a refinancing thereof) (whether or not successful) (for the avoidance of doubt, the losses, charges and premiums identified in this clause include, without limitation, those relating to the refinancing transactions undertaken by Teleflex in August 2010, December 2010, February 2011 and March 2011, including the prepayment of Teleflex’s Repaid Senior Notes and the related prepayment make-whole amounts, the Transaction Costs, any future losses, charges or premiums associated with the prepayment and the related prepayment make-whole amounts of any other refinancings undertaken in the future and any amounts paid or charges incurred in connection with the termination of the interest rate swap entered into by Teleflex on October 1, 2007 in connection with the Credit Agreement or interest rate swaps entered into in the future in connection with the Credit Facilities);plus | |
(5) | solely for the purpose of determining Consolidated EBITDA for the Fixed Charge Coverage Ratio, any losses resulting from write-downs of purchase and lease commitments, write-downs of excess, obsolete or unbalanced inventories;plus | |
(6) | depreciation, amortization (including amortization of intangibles and other assets but excluding amortization of prepaid cash expenses that were paid in a prior period), any non-cash compensation charges and expenses and other non-cash charges and expenses (including any asset impairment charges or asset write-downs or write-offs but excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash charges or expenses were deducted in computing such Consolidated Net Income;plus | |
(7) | to the extent actually reimbursed, expenses incurred to the extent covered by indemnification provisions in any agreement in connection with any acquisition permitted under the indenture;plus | |
(8) | any contingent or deferred payments (including earn-out payments, non-compete payments and consulting payments but excluding ongoing royalty payments) made in connection with any acquisition permitted under the indenture;plus |
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(9) | deferred financing fees and milestone payments in connection with any Investment or series of related Investments permitted under the indenture;plus | |
(10) | costs of surety bonds in connection with financing activities;plus | |
(11) | solely for the purpose of determining Consolidated EBITDA for the Fixed Charge Coverage Ratio, the amount of net cost savings and operating expense reductions projected by Teleflex in good faith to be realized as a result of specified actions taken or initiated (calculated on a pro forma basis as though such cost savings and operating expense reductions had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions;providedthat such cost savings and operating expense reductions are (i) reasonably identifiable and factually supportable and (ii) have been realized or are anticipated to be realized within six months after the date of such actions;plus | |
(12) | any loss from discontinued operations and any loss on disposal of discontinued operations;minus | |
(14) | any foreign currency translation gains (including gains related to currency remeasurements of Indebtedness) of such Person and its Restricted Subsidiaries for such period;minus | |
(14) | non-cash gains, other than the accrual of revenue in the ordinary course of business;minus | |
(15) | any unusual or non-recurring gains for such period;minus | |
(16) | any income from discontinued operations and any gain on disposal of discontinued operations, |
(1) | the total amount of Indebtedness of such Person and its Restricted Subsidiaries;plus | |
(2) | the total amount of Indebtedness of any other Person, to the extent that such Indebtedness has been Guaranteed by, or is secured by a Lien on the assets of, the referent Person or one or more of its Restricted Subsidiaries;plus | |
(3) | the aggregate liquidation value of all Disqualified Stock of such Person and all preferred stock of Restricted Subsidiaries of such Person; |
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(1) | all extraordinary losses and expenses and all gains and losses realized in connection with any Asset Sale (without regard to the dollar limitation in the definition thereof) or other disposition, disposition of securities or early extinguishment of Indebtedness, together with any related provision for taxes on any such gain, will be excluded; | |
(2) | the net income and loss of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; | |
(3) | solely for the purpose of determining the amount available for Restricted Payments under clause (c)(1) of the covenant described under “Certain Covenants—Limitation on Restricted Payments” and clause (16) of the second paragraph of the covenant described under “Certain Covenants—Limitation on Restricted Payments,” the net income of any Restricted Subsidiary for such period will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; | |
(4) | the cumulative effect of a change in accounting principles will be excluded; | |
(5) | non-cash gains and losses attributable to movement in themark-to-market valuation of (a) Hedging Obligations pursuant to FASB Accounting Standards Codification Topic 815 — Derivatives and Hedging, (b) Permitted Convertible Indebtedness and (c) any Permitted Convertible Indebtedness Call Transaction, will be excluded; | |
(6) | any net unrealized gains or losses (after any offset) with respect to Hedging Obligations will be excluded; | |
(7) | any amortization of deferred charges or debt discount resulting from the application of FASB Accounting Standards Codification Topic470-20—Debt—Debt with Conversion and Other Options (formerly FASB Staff Position No. APB14-1—Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement)) will be excluded; and | |
(8) | accruals and reserves that are established within twelve months after the date of the supplemental indenture that are so required to be established as a result of the Transactions in accordance with GAAP will be excluded. |
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(1) | was a member of such Board of Directors on the date of the supplemental indenture; or | |
(2) | was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election. |
(1) | any Indebtedness outstanding under the Credit Agreement; and | |
(2) | any other Senior Debt the principal amount of which is $25.0 million or more and that has been designated by Teleflex as “Designated Senior Debt.” |
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(1) | Investments, acquisitions, dispositions and mergers or consolidations that have been made by the specified Person or any of its Restricted Subsidiaries, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, or that are to be made on the Calculation Date, will be given pro forma effect (as determined in good faith by a responsible financial or accounting officer of Teleflex) as if they had occurred on the first day of the four-quarter reference period; | |
(2) | the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; | |
(3) | the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; | |
(4) | any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period; | |
(5) | any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and | |
(6) | if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as of the Calculation Date in excess of 12 months). |
(1) | (a) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Income, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, commissions, discounts, yield and other fees and charges (including interest) incurred in connection with any Qualified Securitization Facility or any other transaction pursuant to which |
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Teleflex or any of its Subsidiaries may sell, convey or otherwise transfer or grant a security interest in any accounts receivable, Securitization Assets or related assets of the type specified in the definition of “Qualified Securitization Facility,” and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates;plus |
(b) | the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period;plus |
(c) | any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon;plus |
(d) | all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Teleflex (other than Disqualified Stock) or to Teleflex or a Restricted Subsidiary of Teleflex;minus |
(2) | (a) interest income of such Person and its Restricted Subsidiaries for such period; and |
(b) | any amortization of deferred charges or debt discount resulting from the application of FASB Accounting Standards Codification Topic470-20—Debt—Debt with Conversion and Other Options (formerly FASB Staff Position No. APB14-1—Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement)). |
(1) | to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof; | |
(2) | to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof; | |
(3) | to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation; or | |
(4) | as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; |
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(1) | interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements; | |
(2) | other agreements or arrangements designed to manage interest rates or interest rate risk; and | |
(3) | commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or any other agreements or arrangements designed to protect such Person against fluctuations in, or providing for the transfer or mitigation of risks related to, currency exchange rates or commodity prices, in each case, either generally or under specific contingencies. |
(1) | in respect of borrowed money; | |
(2) | evidenced by bonds, notes, debentures or similar instruments or letters of credit (or, without duplication, reimbursement agreements in respect thereof); | |
(3) | in respect of bankers’ acceptances; | |
(4) | representing Capital Lease Obligations; | |
(5) | representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, other than any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or | |
(6) | representing any Hedging Obligations, |
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(1) | the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; | |
(2) | the principal amount of the Indebtedness, in the case of any other Indebtedness; and | |
(3) | in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: |
(a) | the Fair Market Value of such assets at the date of determination; and |
(b) | the amount of the Indebtedness of the other Person. |
(1) | securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents); | |
(2) | debt securities or debt instruments with an Investment Grade rating, but excluding any debt securities or instruments constituting loans or advances among Teleflex and its Subsidiaries; | |
(3) | investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and |
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(4) | corresponding instruments in countries other than the United States customarily utilized for high quality investments. |
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(1) | any Investment in Teleflex or in a Restricted Subsidiary of Teleflex; | |
(2) | any Investment in cash or Cash Equivalents or Investment Grade Securities with a maturity of 24 months or less from the date of purchase; | |
(3) | any Investment by Teleflex or any Restricted Subsidiary of Teleflex in a Person, if as a result of such Investment: |
(a) | such Person becomes a Restricted Subsidiary of Teleflex; or |
(b) | such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Teleflex or a Restricted Subsidiary of Teleflex; |
(4) | any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales;” | |
(5) | any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Teleflex; | |
(6) | (a) advances, loans or extensions of trade credit in the ordinary course of business by Teleflex or any of its Restricted Subsidiaries, (b) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment and (c) Investments received (i) in compromise or resolution of obligations of trade creditors or customers that were incurred in the ordinary course of business of Teleflex or any of its Restricted Subsidiaries, (ii) in exchange for any |
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other Investment or accounts receivable held by Teleflex or any Restricted subsidiary in connection with or pursuant to any bankruptcy, workout, plan of reorganization, recapitalization or similar arrangement; or (ii) in connection with litigation, arbitration or other disputes or as a result of foreclosure by Teleflex or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer or title to any secured Investment in default or otherwise pursuant to the terms of the agreement governing such Investment or by operation of law; |
(7) | Investments represented by Hedging Obligations; | |
(8) | loans or advances to, or guarantees of such loans or advances to, employees, former employees, consultants or former consultants of Teleflex or any of its Restricted Subsidiaries (or cancellation or forgiveness thereof) made in the ordinary course of business of Teleflex or any Restricted Subsidiary of Teleflex in an aggregate principal amount not to exceed $5.0 million at any one time outstanding; | |
(9) | any guarantee of Indebtedness permitted to be incurred by the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;” | |
(10) | any Investment existing on, or made pursuant to binding commitments existing on, the date of the supplemental indenture and any Investment consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the date of the supplemental indenture;providedthat the amount of any such Investment may be increased (a) as required by the terms of such Investment as in existence on the date of the supplemental indenture or (b) as otherwise permitted under the indenture; | |
(11) | Investments acquired after the date of the supplemental indenture as a result of the acquisition by Teleflex or any Restricted Subsidiary of Teleflex of another Person, including by way of a merger, amalgamation or consolidation with or into Teleflex or any of its Restricted Subsidiaries in a transaction that is not prohibited by the covenant described above under the caption “—Merger, Consolidation or Sale of Assets” after the date of the supplemental indenture to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; | |
(12) | any Investments by Teleflex or a Subsidiary of Teleflex in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person that, in the good faith determination of Teleflex, are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith; | |
(13) | any Investment made within 90 days after the date of the commitment to make the Investment, that when such commitment was made, would have complied with the terms of the indenture; | |
(14) | Permitted Bond Hedge Transactions which constitute Investments; | |
(15) | Investments in any joint ventures or a Permitted Business in an amount outstanding not to exceed, as of the date of such Investment, the greater of (a) $150.0 million or (b) 4.0% of Total Assets (with the Fair Market Value of each Investment (other than any Investment consisting of a guarantee) being measured at the time made and without giving effect subsequent changes in value);provided, however, that if any Investment pursuant to this clause (15) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (15) for so long as such Person continues to be a Restricted Subsidiary; |
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(16) | Investments in a Captive Insurance Subsidiary in an amount that does not exceed the minimum amount of capital required under the laws of the jurisdiction in which such Captive Insurance Subsidiary is formed plus the amount of any reasonable general corporate and overhead expenses of such Captive Insurance Subsidiary, and any Investment by a Captive Insurance Subsidiary that is a legal investment for an insurance company under the laws of the jurisdiction in which such Captive Insurance Subsidiary is formed and made in the ordinary course of its business and rated in one of the four highest rating categories; | |
(17) | any bonds, promissory notes or other securities (which may be either debt or equity securities) received by Teleflex or any of its Subsidiaries issued as payment or settlement for accounts receivables owing from an entity that is subject to a proceeding under any federal, state or foreign bankruptcy, insolvency, receivership or similar law; | |
(18) | the funding of any pension plan of Teleflex or a Restricted Subsidiary of Teleflex, which plan has been approved by the Board of Directors of Teleflex; and | |
(19) | other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made without giving effect to subsequent changes in value, but reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in cash by Teleflex or any of its Restricted Subsidiaries in respect of such Investment;providedthat any such amount or value which reduces the aggregate Fair Market Value of Investments outstanding pursuant to this clause (19) will be excluded for purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (c) of the first paragraph of the covenant described under “—Certain Covenants—Limitation on Restricted Payments”), when taken together with all other Investments made pursuant to this clause (19) that are at the time outstanding, not to exceed $150.0 million;provided, however, that if any Investment pursuant to this clause (19) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (19) for so long as such Person continues to be a Restricted Subsidiary. |
(1) | Equity Interests in Teleflex or any Guarantor; and | |
(2) | debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the notes and the Note Guarantees are subordinated to Senior Debt under the indenture. |
(1) | Liens on assets of Teleflex or any of its Restricted Subsidiaries securing Senior Debtand/or Obligations with respect to Senior Debt; | |
(2) | Liens in favor of Teleflex or the Guarantors; | |
(3) | Liens on property, shares of stock or other assets of a Person existing at the time such Person becomes a Restricted Subsidiary of Teleflex or is merged with or into or consolidated with Teleflex or any Restricted Subsidiary of Teleflex;providedthat such Liens were not created or incurred in contemplation of such Person becoming a Restricted Subsidiary of Teleflex or such merger or consolidation and do not extend to any assets other than those of the Person that |
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becomes a Restricted Subsidiary of Teleflex or is merged with or into or consolidated with Teleflex or any Restricted Subsidiary of Teleflex; |
(4) | Liens on property (including Capital Stock) or other assets existing at the time of acquisition of such property or assets by Teleflex or any Subsidiary of Teleflex;provided that such Liens were in existence prior to such acquisition and not incurred in contemplation of, such acquisition; | |
(5) | Liens to secure the performance of statutory obligations, insurance, surety or appeal bonds, workers compensation obligations, performance bonds or other obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations) and any Liens in favor of, or required by contracts with, governmental entities; | |
(6) | Liens to secure Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations permitted to be incurred pursuant to clause (4) of the covenant described above under the caption “—Certain Covenants— Incurrence of Indebtedness and Issuance of Preferred Stock;” | |
(7) | Liens existing on the date of the supplemental indenture; | |
(8) | Liens for taxes, assessments or governmental charges or claims that are not yet overdue for a period of 30 days or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded;providedthat any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; | |
(9) | Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business; | |
(10) | survey exceptions, easements or reservations of, or rights of others for, licenses,rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; | |
(11) | Liens created for the benefit of (or to secure) the notes (or the Note Guarantees); | |
(12) | Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture;provided, however,that: |
(a) | the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and |
(b) | the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge; |
(13) | Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings; |
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(14) | filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases; | |
(15) | bankers’ Liens, rights of setoff, Liens arising out of judgments or awards not constituting an Event of Default and notices oflis pendensand associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; | |
(16) | Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness; | |
(17) | Liens on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; | |
(18) | (a) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of Teleflex or any of its Restricted Subsidiaries and do not secure any Indebtedness and (b) grants of grants of software and other technology licenses in the ordinary course of business; | |
(19) | Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; | |
(20) | Liens on assets transferred to a Securitization Subsidiary or on assets of a Securitization Subsidiary, in either case, incurred in connection with a Qualified Securitization Facility; | |
(21) | Liens securing Indebtedness of Foreign Subsidiaries that relate solely to the Equity Interests or assets of Foreign Subsidiaries; | |
(22) | Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; | |
(23) | Liens (a) of a collection bank arising underSection 4-210 of the Uniform Commercial Code on items in the course of collection, (b) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, and (c) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off); | |
(24) | Liens deemed to exist in connection with Investments in repurchase agreements permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock;”providedthat such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; | |
(25) | Liens that are contractual rights of set-off (a) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Teleflex and its Restricted Subsidiaries or (b) relating to purchase orders and other agreements entered into with customers of Teleflex or any of its Restricted Subsidiaries in the ordinary course of business; | |
(26) | Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under the indenture, secured by a Lien on the same property securing such Hedging Obligations; |
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(27) | Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto); and | |
(28) | Liens incurred in the ordinary course of business of Teleflex or any Restricted Subsidiary of Teleflex with respect to obligations that do not exceed, as of any date of incurrence, the greater of (a) $200.0 million or (b) 5.0% of Total Assets. |
(1) | the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees, expenses and premiums (including tender premiums), incurred in connection therewith); provided that, for the avoidance of doubt, in the case of Permitted Convertible Indebtedness, the applicable amount shall be the face amount of such Permitted Convertible Indebtedness; | |
(2) | such Permitted Refinancing Indebtedness has a final maturity date that is the same as or later than the final maturity date of, and has a Weighted Average Life to Maturity that is (a) equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged or (b) more than 90 days after the final maturity date of the notes; | |
(3) | if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and | |
(4) | no Restricted Subsidiary that is not a Guarantor shall be an obligor with respect to such Permitted Refinancing Indebtedness unless such non-Guarantor Restricted Subsidiary was an obligor with respect to the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged. |
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(1) | all Indebtedness of Teleflex or any Guarantor outstanding under Credit Facilities, all Hedging Obligations, all Treasury Management Arrangements and all Obligations with respect to any of the foregoing; | |
(2) | any other Indebtedness of Teleflex or any Guarantor permitted to be incurred under the terms of the indenture, unless the instrument under which such Indebtedness is incurred expressly provides |
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that it is on a parity with or subordinated in right of payment to the notes or any Note Guarantee; and |
(3) | all Obligations with respect to the items listed in the preceding clauses (1) and (2). |
(1) | the notes or any Indebtedness of Teleflex under the Convertible Notes; | |
(2) | any liability for federal, state, local or other taxes owed or owing by Teleflex; | |
(3) | any intercompany Indebtedness of Teleflex or any of its Subsidiaries to Teleflex or any of its Affiliates; | |
(4) | any Indebtedness incurred for the purchase of goods or materials or for services obtained in the ordinary course of business (other than with the proceeds of revolving credit borrowings permitted hereby); or | |
(5) | the portion of any Indebtedness that is incurred in violation of the indenture;providedthat Indebtedness under a Credit Facility will not cease to be “Senior Debt” by virtue of this clause (5) if it was advanced on the basis of an officers’ certificate to the effect that it was permitted to be incurred under the indenture;provided further, that such Indebtedness shall be deemed not to have been incurred in violation of the indenture for purposes of this clause if such Indebtedness consists of Designated Senior Debt, and the holder(s) of such Indebtedness or their agent or representative (a) had no actual knowledge at the time of incurrence that the incurrence of such Indebtedness violated the indenture and (b) shall have received an officers certificate from Teleflex to the effect that the incurrence of such Indebtedness does not violate the provisions of the indenture. |
(1) | any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and | |
(2) | any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, |
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general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity. |
(1) | has no Indebtedness other than Non-Recourse Debt; | |
(2) | except as permitted by the covenant described above under the caption “—Certain Covenants—Transactions with Affiliates,” is not party to any agreement, contract, arrangement or understanding with Teleflex or any Restricted Subsidiary of Teleflex unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to Teleflex or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Teleflex; | |
(3) | is a Person with respect to which neither Teleflex nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and | |
(4) | has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Teleflex or any of its Restricted Subsidiaries. |
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(1) | the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearestone-twelfth) that will elapse between such date and the making of such payment;by |
(2) | the then outstanding principal amount of such Indebtedness. |
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• | an individual citizen or resident of the United States; | |
• | a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; | |
• | an estate the income of which is subject to United States federal income taxation regardless of its source; or | |
• | a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person. |
• | a dealer in securities or currencies; | |
• | a financial institution; | |
• | a regulated investment company; | |
• | a real estate investment trust; | |
• | a tax-exempt organization; | |
• | an insurance company; | |
• | a person holding the notes as part of a hedging, integrated, conversion or constructive sale transaction or a straddle; | |
• | a trader in securities that has elected themark-to-market method of accounting for your securities; | |
• | a person liable for alternative minimum tax; |
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• | a partnership or other pass-through entity for United States federal income tax purposes (or an investor in such entities); | |
• | a U.S. holder whose “functional currency” is not the U.S. dollar; | |
• | a “controlled foreign corporation”; | |
• | a “passive foreign investment company”; or | |
• | a United States expatriate. |
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• | interest paid on the notes is not effectively connected with your conduct of a trade or business in the United States; | |
• | you do not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and applicable United States Treasury regulations; | |
• | you are not a controlled foreign corporation that is related to us actually or constructively through stock ownership; | |
• | you are not a bank whose receipt of interest on the notes is described in Section 881(c)(3)(A) of the Code; and | |
• | either (a) you provide your name and address on an IRSForm W-8BEN (or other applicable form), and certify, under penalties of perjury, that you are not a United States person as defined under the Code or (b) you hold your notes through certain foreign intermediaries and satisfy the certification requirements of applicable United States Treasury regulations. Special certification rules apply tonon-U.S. holders that are pass-through entities rather than corporations or individuals. |
• | IRSForm W-8BEN (or other applicable form) certifying an exemption from or reduction in withholding under the benefit of an applicable income tax treaty; or | |
• | IRSForm W-8ECI (or other applicable form) certifying interest paid on the notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States (as discussed below under “—United States Federal Income Tax”). |
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• | the gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base); or | |
• | you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met. |
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Principal Amount | ||||
Underwriter | of Notes | |||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | ||||
Goldman, Sachs & Co. | ||||
J.P. Morgan Securities LLC | ||||
Total | $250,000,000 | |||
Underwriter | ||||
Discount or | ||||
Commission | ||||
Per note | % | |||
Total | $ |
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(a) | to any legal entity which is a qualified investor as defined in the Prospectus Directive; |
(b) | to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or |
(c) | in any other circumstances falling within Article 3(2) of the Prospectus Directive, |
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Guarantees of Debt Securities
Common Stock
Preference Stock
Depositary Shares
Warrants
Purchase Contracts
Units
• | debt securities, in one or more series, which may be senior debt securities, senior subordinated debt securities or subordinated debt securities; | |
• | guarantees, if any, of our obligations under any debt securities, which may be given by one or more of our subsidiaries, | |
• | warrants to purchase debt securities; | |
• | shares of our common stock; | |
• | warrants to purchase common stock; | |
• | shares of our preference stock; | |
• | depositary shares; | |
• | purchase contracts; | |
• | units; or | |
• | any combination of these securities. |
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• | our Annual Report onForm 10-K for the year ended December 31, 2010 (including the portions of our Proxy Statement on Schedule 14A for our 2010 annual meeting of stockholders filed with the SEC on March 26, 2010 that are incorporated by reference therein), except with respect to Items 1, 2, 6, 7 and 8, which have been superseded by our Current Report onForm 8-K filed on June 1, 2011 that reports our marine business and our cargo container business as discontinued operations and adds certain financial information with respect to the guarantors; | |
• | our Quarterly Report onForm 10-Q for the quarter ended March 27, 2011, as updated by our Current Report onForm 8-K filed on June 1, 2011 to add certain financial information with respect to the guarantors. | |
• | our Current Reports onForm 8-K filed on January 31, 2011 (with respect to Item 5.02), February 22, 2011, February 25, 2011, March 10, 2011, March 28, 2011, April 28, 2011, May 2, 2011 and June 1, 2011; and | |
• | the description of our common stock onForm 8-A/A filed on March 16, 1994, as it may be amended or supplemented from time to time. |
Attn: Jake Elguicze, Vice President Investor Relations
155 South Limerick Road
Limerick, PA 19468
(610) 948-2836
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• | our ability to comply with government regulation to which we are subject; | |
• | changes in business relationships with and purchases by or from major customers or suppliers, including delays or cancellations in shipments; | |
• | demand for and market acceptance of new and existing products; | |
• | our ability to resolve, to the satisfaction of the U.S. Food and Drug Administration (FDA), the issues identified in the corporate warning letter issued to Arrow International, Inc.; | |
• | our ability to integrate acquired businesses into our operations, realize planned synergies and operate such businesses profitably in accordance with expectations; | |
• | our ability to effectively execute our restructuring programs; | |
• | the impact of recently passed healthcare reform legislation and changes in Medicare, Medicaid and third-party coverage and reimbursements; | |
• | competitive market conditions and resulting effects on revenues and pricing; | |
• | increases in raw material costs that cannot be recovered in product pricing; | |
• | global economic factors, including currency exchange rates and interest rates; | |
• | difficulties entering new markets; and | |
• | general economic conditions. |
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• | the development of new products; | |
• | the expansion of the use of existing products in existing markets; | |
• | the introduction of existing products into new geographic markets; and | |
• | selected acquisitions, licensing agreements and partnerships which enhance or expedite our development initiatives and our ability to increase our market share. |
Product Group | Brands | |
Critical Care | Arrow, Gibeck, HudsonRCI, Rüsch, Sheridan and VasoNova | |
Surgical Care | Deknatel, Pleur-evac, Pilling, Taut and Weck | |
Cardiac Care | Arrow | |
OEM and Development Services | Beere Medical, KMedic, Specialized Medical Devices, Deknatel and TFXOEM |
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Three Months Ended | ||||||||||||||||||||||||||||
March 27, | March 28, | Year Ended December 31, | ||||||||||||||||||||||||||
2011 | 2010 | 2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||||||||
Ratio of earnings to fixed charges | 2.5 | 3.3 | 2.4 | 2.7 | 1.8 | 1.4 | 2.1 |
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• | the title of the series of debt securities; | |
• | the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities; | |
• | whether the debt securities will be guaranteed and the terms of any such guarantees; | |
• | any limit on the aggregate principal amount of the series of debt securities; | |
• | whether the debt securities rank as senior debt, senior subordinated debt or subordinated debt or any combination thereof, and the terms of any subordination; | |
• | whether securities issued by us will be entitled to the benefits of any guarantees and the form and terms of any guarantee; | |
• | the terms and conditions, if any, upon which the series of debt securities will be convertible into or exchangeable for other securities; | |
• | whether securities issued by us will be secured or unsecured, and if secured, what the collateral will consist of; | |
• | the maturity date(s); |
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• | the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any currency exchange rate, commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue or the method for determining dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date; | |
• | the manner in which the amounts of payment of principal of, premium, if any, or interest, if any, on the series of debt securities will be determined (if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a currency exchange rate, commodity, commodity index, stock exchange index or financial index); | |
• | the place or places where principal of, premium, if any, and interest, if any, on the debt securities will be payable and the method of such payment, if by wire transfer, mail or other means; | |
• | provisions related to redemption or early repayment of the debt securities of our option; | |
• | our obligation, if any, to redeem or purchase any series of debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which such debt securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation; | |
• | the authorized denominations; | |
• | the form of the debt securities and whether the debt securities will be issued in bearer or fully registered form (and if in fully registered form, whether the debt securities will be issuable, in whole or in part, as global debt securities); | |
• | any depositaries, interest rate calculation agents, bid solicitation agents, conversion or exchange agents, exchange rate calculation agents or other agents with respect to the debt securities; | |
• | any changes in the trustee for such debt securities; | |
• | the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount; | |
• | any changes in or additions to the covenants applicable to the particular debt securities being issued, including, among others, the consolidation, merger or sale covenant; | |
• | additions to or changes in the Events of Default with respect to the securities and any change in the right of the trustee or the holders to declare the principal, premium, if any, and interest, if any, with respect to such securities to be due and payable; | |
• | the currency of denomination of the debt securities; | |
• | the designation of the currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, such securities will be payable; | |
• | if payments of principal of, premium, if any, or interest, if any, on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined; | |
• | the securities exchange(s) on which the debt securities will be listed, if any; | |
• | whether any underwriter(s) will act as market maker(s) for the debt securities; | |
• | the extent to which a secondary market for the debt securities is expected to develop; | |
• | additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance; | |
• | additions to or changes in the provisions relating to satisfaction and discharge of the indenture; |
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• | additions to or changes in the provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture; and | |
• | any other terms of the debt securities, which may modify, supplement or delete any provision of the indenture as it applies to that series. |
• | the conversion or exchange rate and conversion or exchange price; | |
• | the conversion or exchange period; | |
• | provisions regarding the ability of us or the holder to convert or exchange the debt securities; | |
• | events requiring adjustment to the conversion or exchange rate; and | |
• | provisions affecting conversion or exchange in the event of our redemption of the debt securities. |
• | failure to pay interest for 30 days after the date payment is due and payable; | |
• | failure to pay principal or premium, if any, on any debt security when due, either at maturity, upon any redemption, upon any repurchase, by declaration or otherwise; | |
• | failure to make sinking fund payments, if any, when due in respect of that series; | |
• | failure to perform other covenants (other than a covenant that has been included in the indenture solely for the benefit of a series of debt securities other than that series) for 60 days after notice that performance was required; |
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• | certain events in bankruptcy, insolvency or reorganization relating to us; or | |
• | any other Event of Default provided in the applicable officers’ certificate, resolution of our board of directors or the supplemental indenture under which we issue a series of debt securities. |
• | the holder has previously given to the trustee written notice of default and continuance of such default; | |
• | the holders of not less than a majority in principal amount of the outstanding debt securities of that series have requested that the trustee institute the action; | |
• | the requesting holders have offered the trustee indemnity for expenses and liabilities that may be incurred by bringing the action satisfactory to the trustee; | |
• | the trustee has not instituted the action within 60 days of the request; and | |
• | the trustee has not received inconsistent direction by the holders of a majority in principal amount of that series of debt securities. |
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• | we may omit to comply with the covenant described under the heading “Consolidation, Merger or Sale” and certain other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the applicable prospectus supplement; and | |
• | any omission to comply with those covenants will not constitute a default or an Event of Default with respect to the debt securities of that series, or covenant defeasance. | |
• | the conditions include: | |
• | depositing with the trustee moneyand/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. dollars, foreign government obligations, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants to pay and discharge each installment of principal of, premium, if any, and interest, if any, on |
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• | and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities; and | |
• | delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred. |
• | secure any debt securities and provide the terms and conditions for the release or substitution of the security; | |
• | evidence the assumption by a successor person of our obligations; | |
• | make any change that would provide any additional rights or benefits to the holders of the debt securities or that does not adversely affect the holders’ rights thereunder in any material respect or to surrender any right or power conferred upon us under the indenture; | |
• | provide for addition of collateral or guarantees for the benefit of debt securities of any series or add an additional guarantor or obligor under the indenture; | |
• | add any additional Events of Default; | |
• | cure any ambiguity or correct any inconsistency or defect in the indenture; | |
• | add to, change or eliminate any of the provisions of the indenture in a manner that will become effective only when there is no outstanding debt security which is entitled to the benefit of the provision as to which the modification would apply; | |
• | provide for uncertificated securities in addition to or in place of certificated securities; | |
• | comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); | |
• | provide for the issuance of and establish the form and terms and conditions of securities of any series as permitted; | |
• | eliminate any conflict between the terms of the indenture and the Trust Indenture Act; | |
• | evidence and provide for the acceptance of appointment by a successor trustee and add to or change any of the provisions of the indenture as is necessary for the administration of the trusts by more than one trustee; | |
• | conform any provision of the indenture, the securities of any series or any related guarantees or security documents to the description of such securities contained in the applicable prospectus, prospectus supplement, offering memorandum or similar document with respect to the offering of the securities of such series to the extent that such description was intended to be a verbatim recitation of a provision in the indenture, such securities or any related guarantees or security documents; and |
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• | reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver; | |
• | reduce the rate of or extend the time for payment of interest (including default interest) on any debt security; | |
• | reduce the principal of or premium, if any, on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities; | |
• | reduce the principal amount of discount securities payable upon acceleration of maturity; | |
• | waive a default in the payment of the principal of, premium, if any, or interest, if any, on any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration); | |
• | make the principal of or premium, if any, or interest, if any, on any debt security payable in currency other than that stated in the debt security; | |
• | make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, premium, if any, and interest, if any, on those debt securities and to institute suit for the enforcement of any such payment and to waivers or amendments; or | |
• | waive a redemption payment with respect to any debt security or change any of the provisions with respect to the redemption of any debt securities. |
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• | diluting the voting power of shares of our common stock; | |
• | affecting the market price of our common stock; | |
• | delaying or preventing a change in control of Teleflex; | |
• | making removal of our present management more difficult; or | |
• | restricting dividends and other distributions on our common stock. |
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• | the corporation has elected in its certificate of incorporation not to be governed by Section 203, which we have not done; | |
• | prior to the time the person became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; | |
• | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the |
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transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
• | at the time of or after the person became an interested stockholder, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder. |
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• | the title of the warrants; | |
• | the designation, amount and terms of the securities for which the warrants are exercisable; | |
• | the designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each other security; | |
• | the price or prices at which the warrants will be issued; | |
• | the aggregate number of warrants; | |
• | any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants; | |
• | the price or prices at which the securities purchasable upon exercise of the warrants may be purchased; | |
• | the terms of any mandatory or optional redemption provisions relating to the warrants; | |
• | the terms of any right we have to accelerate the exercise of the warrants upon the occurrence of certain events; | |
• | if the warrants will be sold with any other securities, and the date, if any, on and after which those warrants and any other securities will be transferable; | |
• | the identity of the warrant agent; | |
• | if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable; | |
• | if applicable, a discussion of the material U.S. federal income tax considerations applicable to the exercise of the warrants; | |
• | any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants; | |
• | the date on which the right to exercise the warrants will commence, and the date on which the right will expire; | |
• | the maximum or minimum number of warrants which may be exercised at any time; and | |
• | information with respect to book-entry procedures, if any. |
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• | the material terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; | |
• | any material provisions relating to the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and | |
• | any material provisions of the governing unit agreement that differ from those described above. |
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