Cantel Medical makes repurchase offer for 3.25% convertibles due 2025

By Wendy Van Sickle

Columbus, Ohio, June 3 – Cantel Medical LLC, formerly Cantel Medical Corp., is offering to repurchase all of its 3.25% convertible notes due 2025 at par plus interest as a result of a fundamental change, according to a press release Thursday.

The purchase amount totaling $1,004.24 per $1,000 principal amount will be paid on July 2 to holders who tender their notes under the offer by 11:59 p.m. ET on the second business day prior to that date.

The offer is being made as a result of a series of mergers among Cantel, Steris plc, Solar New US Holding Corp. and Crystal Merger Sub 1, LLC and the delisting of Cantel common stock from the New York Stock Exchange.

In connection with the consummation of the mergers, Cantel, Steris and Wells Fargo Bank, NA as the trustee entered into a supplemental indenture to change each holder’s right to convert each $1,000 principal amount of notes into shares of Cantel common stock into a right to convert those notes into the kind and amount of cash, stock, other securities, other property or assets, subject to settlement method election provisions of the indenture, that a holder of Cantel common stock would have been entitled to receive upon consummation of the mergers.

At the consummation of the mergers, holders of Cantel common stock received $16.93 in cash and 0.33787 ordinary shares of Steris for each Cantel share, each a “unit of reference property.”

Because each of the completion of the mergers and the delisting of Cantel common stock from the NYSE constitutes a make-whole fundamental change under the indenture, if a holder of the convertibles surrenders the notes for conversion at any time from June 2 until July 1, the conversion rate will be 25.0843 units of reference property, which corresponds to 8.4752 Steris shares and approximately $424.68 in cash per $1,000 principal amount of the convertibles. The make-whole conversion rate is based on an increase in the conversion rate by 0.9931 additional shares based on stock price of $81.352.

Cantel Medical is a Little Falls, N.J.-based medical equipment company.

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