TELEFLEX INCORPORATED (NASDAQ:TFX) Files An 8-K Unregistered Sales of Equity Securities

On January 5, 2017, Teleflex Incorporated (the “Company”) completed its previously reported exchange of approximately $91.7 million aggregate principal amount of the Company’s 3.875% convertible senior subordinated notes due 2017 (the “Notes”) for cash and shares of the Company’s common stock to the terms of separate, privately negotiated agreements with certain holders (the “Holders”) of the Notes (the “Exchange Agreements”). to the terms of the Exchange Agreements, the Company paid aggregate cash consideration of approximately $93.3 million (which amount includes approximately $1.6 million in accrued and unpaid interest) and issued and delivered approximately 0.93 million shares of the Company’s common stock to the Holders.

Following the exchanges, the Company will have exchanged or converted approximately $355.7 million aggregate principal amount of the Notes to date and approximately $44.3 million aggregate principal amount of the Notes will remain outstanding following the completion of these exchanges and conversions.

The issuance of the shares of the Company’s common stock to the Holders to the Exchange Agreements was made to the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 3(a)(9) thereof.

As previously reported, in connection with entering into the Exchange Agreements, the Company entered into agreements with dealers party to certain convertible note hedge transactions related to the Notes, in order to unwind a corresponding portion of such convertible note hedge transactions. The Company also entered into agreements with such dealer counterparties to unwind certain warrant transactions. On a net basis after giving effect to the agreements to unwind the convertible note hedge transactions and the agreements to unwind the warrant transactions, the Company received approximately 0.12 million shares of its common stock from such dealer counterparties.