Mirion prices $325 million convertible notes at 0% interest

ATLANTA - Mirion Technologies, Inc. (NYSE:MIR), which has seen its stock surge 94% over the past year, has priced a $325 million offering of 0.00% Convertible Senior Notes due 2031, the company announced Friday. The offering, which was increased from the previously announced $250 million, is expected to close on Monday. According to InvestingPro data, the company maintains a strong financial position with liquid assets exceeding short-term obligations.

The notes will be general senior unsecured obligations that will not bear regular interest, with maturity set for October 1, 2031, unless earlier converted, redeemed, or repurchased. With a current ratio of 2.54 and an Altman Z-Score of 3.16, InvestingPro analysis indicates the company’s solid financial foundation for this debt offering.

Mirion estimates net proceeds of approximately $316.4 million from the offering, or $365.2 million if initial purchasers exercise their option to purchase an additional $50 million in notes. The company plans to use the proceeds, along with those from a concurrent common stock offering, to fund its planned acquisition of WCI-Gigawatt Intermediate Holdco, LLC, the indirect parent of Paragon Energy Solutions, LLC.

The notes will be convertible into cash, shares of Mirion’s Class A common stock, or a combination of both, at the company’s election. The initial conversion rate is 34.6951 shares per $1,000 principal amount, equivalent to a conversion price of approximately $28.82 per share, representing a 35% premium over the public offering price in the concurrent stock offering.

Mirion may not redeem the notes prior to October 5, 2028. After that date, redemption is permitted under certain conditions, including if the stock price reaches at least 130% of the conversion price for a specified period.

In connection with the notes offering, Mirion entered into capped call transactions to reduce potential dilution to its Class A common stock upon conversion. The cap price is initially set at $42.70, representing a 100% premium over the public offering price in the concurrent stock offering.

Separately, Mirion priced a public offering of 17,309,846 shares of Class A common stock at $21.35 per share.

The notes were offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, according to the company’s press release statement.

In other recent news, Mirion Technologies announced its acquisition of Paragon Energy Solutions for approximately $585 million in cash. This acquisition is expected to enhance Mirion’s offerings in the nuclear power industry, with Paragon projected to generate around $150 million in revenue by 2026. To support this acquisition, Mirion launched a new 6-year $250 million senior unsecured convertible bond, which includes a $45 million greenshoe option for general corporate purposes. Additionally, the company has commenced a $350 million public offering of its Class A common stock, with a 30-day option for underwriters to purchase an additional $50 million in shares.

Moody’s Ratings has affirmed Mirion’s B1 corporate family rating and upgraded its senior secured bank credit facility rating to Ba2 from Ba3, maintaining a stable outlook. The convertible notes, due in 2031, will be offered in a private placement to qualified institutional buyers, with an option for initial purchasers to buy an additional $37.5 million in notes. These developments come as part of Mirion’s strategic financial maneuvers to fund its recent acquisition and strengthen its market position.

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