Delaware | 0-26224 | 51-0317849 | ||
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
incorporation or organization) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit Number | Description of Exhibit | |
|
||
4.1
|
Indenture, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Integra LifeSciences Corporation and Wells Fargo Bank, N.A., as trustee. | |
|
||
4.2
|
Form of 2.75% Senior Convertible Note due 2010 (included in Exhibit 4.1). | |
|
||
4.3
|
Indenture, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Integra LifeSciences Corporation and Wells Fargo Bank, N.A., as trustee. | |
|
||
4.4
|
Form of 2.375% Senior Convertible Note due 2012 (included in Exhibit 4.3). | |
|
||
4.5
|
Registration Rights Agreement, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Banc of America Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co., Incorporated, as representatives of the several initial purchasers. | |
|
||
4.6
|
Registration Rights Agreement, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Banc of America Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co., Incorporated, as representatives of the several initial purchasers. | |
|
||
10.1
|
Form of 2010 Convertible Bond Hedge Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer. | |
|
||
10.2
|
Form of 2012 Convertible Bond Hedge Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer. | |
|
Exhibit Number
Description of Exhibit
Form of 2010 Amended and Restated
Issuer Warrant Transaction Confirmation, dated June 6, 2007,
between
Integra LifeSciences Holdings Corporation and dealer.
Form of 2012 Amended and Restated
Issuer Warrant Transaction Confirmation, dated June 6, 2007,
between
Integra LifeSciences Holdings Corporation and dealer.
Press release issued by Integra
LifeSciences Holdings Corporation dated June 11, 2007.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date: June 11, 2007
By:
/s/ Stuart M. Essig
Stuart M. Essig
President and Chief Executive Officer
Table of Contents
Exhibit Number
Description of Exhibit
Indenture, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Integra
LifeSciences Corporation and Wells Fargo Bank, N.A., as trustee.
Form of 2.75% Senior Convertible Note due 2010 (included in Exhibit 4.1).
Indenture, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Integra
LifeSciences Corporation and Wells Fargo Bank, N.A., as trustee.
Form of 2.375% Senior Convertible Note due 2012 (included in Exhibit 4.3).
Registration Rights Agreement, dated June 11, 2007, among Integra LifeSciences Holdings
Corporation, Banc of America Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley &
Co., Incorporated, as representatives of the several initial purchasers.
Registration Rights Agreement, dated June 11, 2007, among Integra LifeSciences Holdings
Corporation, Banc of America Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley &
Co., Incorporated, as representatives of the several initial purchasers.
Form of 2010 Convertible Bond Hedge Transaction Confirmation, dated June 6, 2007, between Integra
LifeSciences Holdings Corporation and dealer.
Form of 2012 Convertible Bond Hedge
Transaction Confirmation, dated June 6, 2007, between Integra
LifeSciences Holdings Corporation and dealer.
Table of Contents
Exhibit Number
Description of Exhibit
Form of 2010 Amended and Restated
Issuer Warrant Transaction Confirmation, dated June 6, 2007,
between
Integra LifeSciences Holdings Corporation and dealer.
Form of 2012 Amended and Restated
Issuer Warrant Transaction Confirmation, dated June 6, 2007,
between
Integra LifeSciences Holdings Corporation and dealer.
Press release issued by Integra
LifeSciences Holdings Corporation dated June 11, 2007.
i
ii
iii
iv
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
A-1
A-2
A-3
A-4
A-5
A-6
A-7
A-8
A-9
A-10
A-11
A-12
A-13
A-14
B-1
B-2
B-3
B-4
B-5
C-1
C-2
D-1
D-2
D-3
E-1
E-2
Trust Indenture Act Section
Indenture Section
310
7.10
7.10
Not Applicable
Not Applicable
Not Applicable
7.08, 7.10
Not Applicable
311
7.11
7.11
Not Applicable
312
2.05
12.03
12.03
313
7.06
7.06
7.06
7.06,12.02
7.06
314
4.02
Not Applicable
12.04
12.04
Not Applicable
Not Applicable
12.05
4.04
315
7.01(b)
7.05
7.01(a)
7.01(c)
6.11
316
6.05
6.04
Not Applicable
6.07
1.05(e)
317
6.08
6.09
2.04
318
12.01
*
This Cross-Reference Table is not part of the Indenture.
Page
1
11
11
12
12
13
15
15
16
16
16
19
20
21
21
22
22
27
27
28
28
30
31
31
32
32
Page
32
32
33
33
33
33
34
34
34
35
38
39
39
39
39
40
40
40
41
41
42
42
43
45
45
45
46
46
47
48
48
48
Page
48
49
49
49
50
51
51
52
52
52
52
55
57
58
67
67
69
69
70
71
73
73
73
73
73
73
74
Page
74
74
75
75
76
76
76
76
76
77
77
77
Definitions and Incorporation by Reference
Terms:
Defined in Section:
1.05
4.07
6.01
10.01(b)(3)
2.12(d)(v)
10.02(a)
6.01(h)
2.06(g)
2.03
10.02(d)
10.02(c)
10.03(a)
10.03(a)(i)(B)
10.03(a)(i)
2.01(b)
2.01(b)
10.01(b)
6.01
10.06(a)
10.01(a)(1)
3.02(a)
3.02(c)
3.02(a)
11.01(a)
7.07(c)
12.08
2.06(g)
7.07(c)
10.01(a)(2)
6.01
2.03
2.01(b)
2.03
4.06
10.03(a)
10.03(b)
10.04(c)(iv)
5.01(a)
2.12(c)
10.04(c)(iv)
(1)
a term has the meaning assigned to it;
(2)
an accounting term not otherwise
defined has the meaning assigned to it in accordance with generally
accepted accounting principles as in effect from time to time;
(3)
or is not exclusive;
(4)
including means including, without
limitation;
(5)
words in the singular include the
plural, and words in the plural include the singular; and
(6)
references to Sections and Articles are
to references to Sections and Articles of this Indenture.
The Securities
Repurchases
(1)
the principal amount, if any, of such Security which remains subject to
the original Fundamental Change Repurchase Notice and which has been or shall be
delivered for purchase by the Company,
(2)
if Certificated Securities have been issued, the certificate number, if
any, of the Security in respect of which such notice of withdrawal is being
submitted (or, if Certificated Securities have not been issued, that such withdrawal
notice shall comply with the appropriate Depositary procedures), and
(3)
the principal amount of the Security at maturity with respect to which
such notice of withdrawal is being submitted.
Covenants
Successor Company
Defaults and Remedies
(1)
the Holder gives to the Trustee written notice stating that a Default is
continuing;
(2)
the Holders of at least 25% in aggregate principal amount of the
Securities at the time outstanding make a written request to the Trustee to pursue
the remedy;
(3)
the Trustee does not comply with the request within 60 days after receipt
of such notice, request and offer of security or indemnity; and
(4)
the Holders of a majority in aggregate principal amount of the Securities
at the time outstanding do not give the Trustee a direction inconsistent with the
request during such 60-day period.
Trustee
(1)
the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied duties
shall be read into this Indenture against the Trustee; and
(2)
in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture, but in the case
of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine such certificates and opinions to determine whether or
not they conform to the requirements of this Indenture, but need not confirm
or investigate the accuracy of mathematical calculations or other facts stated
therein. This Section 7.01(b) shall be in lieu of Section 315(a) of the TIA
and such Section 315(a) is hereby expressly excluded from this Indenture, as
permitted by the TIA.
(1)
this Section 7.01(c) does not limit the effect of Sections
7.01(b) and 7.01(g);
(2)
the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts; and
(3)
the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 6.05.
(1)
the Trustee fails to comply with Section 7.10;
(2)
the Trustee is adjudged bankrupt or insolvent;
(3)
a receiver or public officer takes charge of the Trustee or its property;
or
(4)
the Trustee otherwise becomes incapable of acting.
Discharge of Indenture
Amendments
Conversions
=
the Applicable Conversion Rate in effect immediately prior to the
Ex-Dividend Date of such dividend or distribution, or the effective date of such share
split or share combination, as applicable;
=
the Applicable Conversion Rate in effect immediately on and after such
Ex-Dividend Date, or effective date of such share split or combination, as applicable;
=
the number of shares of Common Stock outstanding immediately before such
Ex-Dividend Date or effective date, as applicable; and
=
the number of shares of Common Stock outstanding immediately before such
Ex-Dividend Date or effective date, but after giving effect to such dividend,
distribution, share split or combination, as applicable.
=
the Applicable Conversion Rate in effect immediately prior to the
Ex-Dividend Date for such distribution;
=
the Applicable Conversion Rate in effect immediately on and after such
Ex-Dividend Date for such distribution;
=
the number of shares of Common Stock outstanding immediately before such
Ex-Dividend Date for such distribution;
=
the total number of shares of Common Stock issuable pursuant to such
rights, warrants or options; and
=
the number of shares of Common Stock equal to the quotient of (A) the
aggregate price payable to exercise such rights, warrants or options divided by (B)
the average of the Closing Sale Prices of Common Stock for the 10 consecutive Trading
Day period ending on the Trading Day immediately preceding the date of announcement of
the distribution of such rights, warrants or options.
=
the Applicable Conversion Rate in effect immediately prior to the
Ex-Dividend Date for such distribution;
=
the Applicable Conversion Rate in effect immediately on and after such
Ex-Dividend Date for such distribution;
=
the average of the Closing Sale Prices of the Common Stock over the 10
consecutive Trading Day period ending on the Trading Day immediately preceding the
Ex-Dividend Date for such distribution; and
=
the Fair Market Value (as determined in good faith by the Board of
Directors) of the shares of Capital Stock, evidences of indebtedness, assets or
property distributed with respect to each outstanding share of Common Stock on the
earlier of the Record Date or the Ex-Dividend Date for such distribution.
=
the Applicable Conversion Rate in effect on the 10th Trading Day
immediately following, and including, the effective date of the Spin-Off;
=
the Applicable Conversion Rate in effect immediately after the 10th Trading
Day immediately following, and including, the effective date of the Spin-Off;
=
the average of the Closing Sale Prices of the Capital Stock or similar
equity interest distributed to holders of Common Stock applicable to one share of
Common Stock over the first 10 consecutive Trading Day period after, and including,
the effective date of the Spin-Off; and
=
the average of the Closing Sale Prices of Common Stock over the first 10
consecutive Trading Day period after the effective date of the Spin-Off.
=
the Applicable Conversion Rate in effect immediately prior to the
Ex-Dividend Date for such distribution;
=
the Applicable Conversion Rate in effect immediately on or after the
Ex-Dividend Date for such distribution;
=
the Closing Sale Price of a share of Common Stock on the Trading Day
immediately preceding the earlier of the Record Date and the day immediately preceding
the Ex-Dividend Date for such distribution; and
=
the amount in cash per share the Company distributes to holders of Common
Stock.
=
the Applicable Conversion Rate in effect on the 10th day immediately
following, and including, the date such tender or exchange offer expires;
=
the Applicable Conversion Rate in effect immediately after the 10th Trading
Day immediately following, and including, the date such tender or exchange offer
expires;
=
the aggregate value of all cash and any other consideration (as determined
by the Board of Directors) paid or payable for shares of Common Stock purchased in
such tender or exchange offer;
=
the number of shares of Common Stock outstanding on the Trading Day
immediately prior to the date such tender or exchange offer expires;
=
the number of shares of Common Stock outstanding on the Trading Day
immediately after the date such tender or exchange offer expires (after giving effect
to the purchase or exchange of shares pursuant to such tender or exchange offer); and
=
the average of the Closing Sale Prices of Common Stock over the 10
consecutive Trading Day period commencing on the Trading
311 Enterprise Drive
Plainsboro, New Jersey 08536
Attn: General Counsel
Facsimile: (609) 275-1082
787 Seventh Avenue
New York, New York 10019
Attn: David K. Boston
Facsimile: (212) 728-9625
213 Court Street, Suite 703
Middletown, Connecticut 06457
Attn: Corporate Trust Services
Facsimile: (860) 704-6219
(1)
an Officers Certificate stating that, in the opinion of the signer, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and
(2)
an Opinion of Counsel stating that, in the opinion of such counsel, all
such conditions precedent, if any, have been complied with.
(1)
a statement that each person making such Officers Certificate or Opinion
of Counsel has read such covenant or condition;
(2)
a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such Officers
Certificate or Opinion of Counsel are based;
(3)
a statement that, in the opinion of each such person, he has made such
examination or investigation as is necessary to enable such person to express an
informed opinion as to whether or not such covenant or condition has been complied
with; and
(4)
a statement that, in the opinion of such person, such covenant or
condition has been complied with.
INTEGRA LIFESCIENCES
HOLDINGS CORPORATION
By:
/s/
Stuart M. Essig
Name:
Stuart M. Essig
Title:
President and Chief Executive Officer
INTEGRA LIFESCIENCES
CORPORATION
By:
/s/
Stuart M. Essig
Name:
Stuart M. Essig
Title:
President and Chief Executive Officer
Wells Fargo Bank, N.A., as Trustee
By:
/s/
Joseph P. ODonnell
Name:
Joseph P. ODonnell
Title:
Vice President
Principal Amount: $165,000,000
as Trustee, certifies that this is one
of the Securities referred to in the
within-mentioned Indenture.
Authorized Officer
311 Enterprise Drive
Plainsboro, New Jersey 08536
Attn: General Counsel
Facsimile: (609) 275-1082
Your Signature:
(Sign exactly as your name appears on the other side of this Security)
Authorized Signatory
OF GLOBAL SECURITY
Amount of
Amount of
Principal
Increase in
Decrease in
Amount of
Principal
Principal
Global
Notation by
Amount of
Amount of
Security After
Registrar or
Global
Global
Increase or
Security
Security
Security
Decrease
Custodian
Principal Amount: $
Dated:
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
By:
Title:
as Trustee, certifies that this is one
of the Securities referred to in the
within-mentioned Indenture.
Authorized Signatory
[_]
A transfer of the Surrendered Securities is made to the Company or any
Subsidiaries; or
[_]
A transfer of the Surrendered Securities made to a qualified institutional
buyer in compliance with Rule 144A under the Securities Act of 1933, as amended (the
Securities Act
).
[_]
The transferee is an Affiliate of the Company.
NOTICE OF OCCURRENCE
OF FUNDAMENTAL CHANGE
(the Securities) issued by Integra LifeSciences Holdings Corporation:
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
By:
Title:
INTEGRA LIFESCIENCES CORPORATION
As Subsidiary Guarantor
By:
[Officer]
$
51.97
$
54.00
$
57.00
$
60.00
$
63.00
$
66.26
$
70.00
$
80.00
$
95.00
$
110.00
$
130.00
$
150.00
4.15
3.65
3.11
2.66
2.29
1.95
1.64
1.07
0.63
0.43
0.30
0.23
4.15
3.48
2.88
2.38
1.97
1.60
1.28
0.72
0.36
0.22
0.15
0.11
4.15
3.46
2.57
1.99
1.52
1.11
0.78
0.26
0.19
0.14
0.10
0.07
4.15
3.43
2.45
1.58
0.78
0.00
0.00
0.00
0.00
0.00
0.00
0.00
i
ii
iii
iv
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
A-1
A-2
A-3
A-4
A-5
A-6
A-7
A-8
A-9
A-10
A-11
A-12
A-13
A-14
B-1
B-2
B-3
B-4
B-5
C-1
C-2
D-1
D-2
D-3
E-1
E-2
Trust Indenture Act Section
Indenture Section
310
7.10
7.10
Not Applicable
Not Applicable
Not Applicable
7.08, 7.10
Not Applicable
311
7.11
7.11
Not Applicable
312
2.05
12.03
12.03
313
7.06
7.06
7.06
7.06,12.02
7.06
314
4.02
Not Applicable
12.04
12.04
Not Applicable
Not Applicable
12.05
4.04
315
7.01(b)
7.05
7.01(a)
7.01(c)
6.11
316
6.05
6.04
Not Applicable
6.07
1.05(e)
317
6.08
6.09
2.04
318
12.01
*
This Cross-Reference Table is not part of the Indenture.
Page
1
11
11
12
12
13
15
15
16
16
16
19
20
21
21
22
22
27
27
28
28
30
31
31
32
32
Page
32
32
33
33
33
34
34
34
34
35
38
39
39
39
39
40
40
40
41
41
42
42
43
45
45
45
46
46
47
48
48
48
Page
48
49
49
49
50
51
51
52
52
52
52
55
57
58
67
67
69
69
70
71
73
73
73
73
73
73
74
Page
74
74
75
75
76
76
76
76
76
77
77
77
Definitions and Incorporation by Reference
Terms:
Defined in Section:
1.05
4.07
6.01
10.01(b)(3)
2.12(d)(v)
10.02(a)
6.01(h)
2.06(g)
2.03
10.02(d)
10.02(c)
10.03(a)
10.03(a)(i)(B)
10.03(a)(i)
2.01(b)
2.01(b)
10.01(b)
6.01
10.06(a)
10.01(a)(1)
3.02(a)
3.02(c)
3.02(a)
11.01(a)
7.07(c)
12.08
2.06(g)
7.07(c)
10.01(a)(2)
6.01
2.03
2.01(b)
2.03
4.06
10.03(a)
10.03(b)
10.04(c)(iv)
5.01(a)
2.12(c)
10.04(c)(iv)
(1)
a term has the meaning assigned to it;
(2)
an accounting term not otherwise
defined has the meaning assigned to it in accordance with generally
accepted accounting principles as in effect from time to time;
(3)
or is not exclusive;
(4)
including means including, without
limitation;
(5)
words in the singular include the
plural, and words in the plural include the singular; and
(6)
references to Sections and Articles are
to references to Sections and Articles of this Indenture.
The Securities
Repurchases
(1)
the principal amount, if any, of such Security which remains subject to
the original Fundamental Change Repurchase Notice and which has been or shall be
delivered for purchase by the Company,
(2)
if Certificated Securities have been issued, the certificate number, if
any, of the Security in respect of which such notice of withdrawal is being
submitted (or, if Certificated Securities have not been issued, that such withdrawal
notice shall comply with the appropriate Depositary procedures), and
(3)
the principal amount of the Security at maturity with respect to which
such notice of withdrawal is being submitted.
Covenants
Successor Company
Defaults and Remedies
(1)
the Holder gives to the Trustee written notice stating that a Default is
continuing;
(2)
the Holders of at least 25% in aggregate principal amount of the
Securities at the time outstanding make a written request to the Trustee to pursue
the remedy;
(3)
the Trustee does not comply with the request within 60 days after receipt
of such notice, request and offer of security or indemnity; and
(4)
the Holders of a majority in aggregate principal amount of the Securities
at the time outstanding do not give the Trustee a direction inconsistent with the
request during such 60-day period.
Trustee
(1)
the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied duties
shall be read into this Indenture against the Trustee; and
(2)
in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture, but in the case
of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine such certificates and opinions to determine whether or
not they conform to the requirements of this Indenture, but need not confirm
or investigate the accuracy of mathematical calculations or other facts stated
therein. This Section 7.01(b) shall be in lieu of Section 315(a) of the TIA
and such Section 315(a) is hereby expressly excluded from this Indenture, as
permitted by the TIA.
(1)
this Section 7.01(c) does not limit the effect of Sections
7.01(b) and 7.01(g);
(2)
the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts; and
(3)
the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 6.05.
(1)
the Trustee fails to comply with Section 7.10;
(2)
the Trustee is adjudged bankrupt or insolvent;
(3)
a receiver or public officer takes charge of the Trustee or its property;
or
(4)
the Trustee otherwise becomes incapable of acting.
Discharge of Indenture
Amendments
Conversions
CR
0
=
the Applicable Conversion Rate in effect immediately prior to the
Ex-Dividend Date of such dividend or distribution, or the effective date of such share
split or share combination, as applicable;
CR
=
the Applicable Conversion Rate in effect immediately on and after such
Ex-Dividend Date, or effective date of such share split or combination, as applicable;
OS
0
=
the number of shares of Common Stock outstanding immediately before such
Ex-Dividend Date or effective date, as applicable; and
OS
=
the number of shares of Common Stock outstanding immediately before such
Ex-Dividend Date or effective date, but after giving effect to such dividend,
distribution, share split or combination, as applicable.
CR
0
=
the Applicable Conversion Rate in effect immediately prior to the
Ex-Dividend Date for such distribution;
CR
=
the Applicable Conversion Rate in effect immediately on and after such
Ex-Dividend Date for such distribution;
OS
0
=
the number of shares of Common Stock outstanding immediately before such
Ex-Dividend Date for such distribution;
X
=
the total number of shares of Common Stock issuable pursuant to such
rights, warrants or options; and
Y
=
the number of shares of Common Stock equal to the quotient of (A) the
aggregate price payable to exercise such rights, warrants or options divided by (B)
the average of the Closing Sale Prices of Common Stock for the 10 consecutive Trading
Day period ending on the Trading Day immediately preceding the date of announcement of
the distribution of such rights, warrants or options.
CR
0
=
the Applicable Conversion Rate in effect immediately prior to the
Ex-Dividend Date for such distribution;
CR
=
the Applicable Conversion Rate in effect immediately on and after such
Ex-Dividend Date for such distribution;
SP
0
=
the average of the Closing Sale Prices of the Common Stock over the 10
consecutive Trading Day period ending on the Trading Day immediately preceding the
Ex-Dividend Date for such distribution; and
FMV
=
the Fair Market Value (as determined in good faith by the Board of
Directors) of the shares of Capital Stock, evidences of indebtedness, assets or
property distributed with respect to each outstanding share of Common Stock on the
earlier of the Record Date or the Ex-Dividend Date for such distribution.
CR
0
=
the Applicable Conversion Rate in effect on the 10th Trading Day
immediately following, and including, the effective date of the Spin-Off;
CR
=
the Applicable Conversion Rate in effect immediately after the 10th Trading
Day immediately following, and including, the effective date of the Spin-Off;
FMV
0
=
the average of the Closing Sale Prices of the Capital Stock or similar
equity interest distributed to holders of Common Stock applicable to one share of
Common Stock over the first 10 consecutive Trading Day period after, and including,
the effective date of the Spin-Off; and
MP
0
=
the average of the Closing Sale Prices of Common Stock over the first 10
consecutive Trading Day period after the effective date of the Spin-Off.
CR
0
=
the Applicable Conversion Rate in effect immediately prior to the
Ex-Dividend Date for such distribution;
CR
=
the Applicable Conversion Rate in effect immediately on or after the
Ex-Dividend Date for such distribution;
SP
0
=
the Closing Sale Price of a share of Common Stock on the Trading Day
immediately preceding the earlier of the Record Date and the day immediately preceding
the Ex-Dividend Date for such distribution; and
C
=
the amount in cash per share the Company distributes to holders of Common
Stock.
CR
0
=
the Applicable Conversion Rate in effect on the 10th day immediately
following, and including, the date such tender or exchange offer expires;
CR
=
the Applicable Conversion Rate in effect immediately after the 10th Trading
Day immediately following, and including, the date such tender or exchange offer
expires;
AC
=
the aggregate value of all cash and any other consideration (as determined
by the Board of Directors) paid or payable for shares of Common Stock purchased in
such tender or exchange offer;
OS
0
=
the number of shares of Common Stock outstanding on the Trading Day
immediately prior to the date such tender or exchange offer expires;
OS
=
the number of shares of Common Stock outstanding on the Trading Day
immediately after the date such tender or exchange offer expires (after giving effect
to the purchase or exchange of shares pursuant to such tender or exchange offer); and
SP
=
the average of the Closing Sale Prices of Common Stock over the 10
consecutive Trading Day period commencing on the Trading
Guarantee
Miscellaneous
(1)
an Officers Certificate stating that, in the opinion of the signer, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and
(2)
an Opinion of Counsel stating that, in the opinion of such counsel, all
such conditions precedent, if any, have been complied with.
(3)
a statement that each person making such Officers Certificate or Opinion
of Counsel has read such covenant or condition;
(4)
a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such Officers
Certificate or Opinion of Counsel are based;
(5)
a statement that, in the opinion of each such person, he has made such
examination or investigation as is necessary to enable such person to express an
informed opinion as to whether or not such covenant or condition has been complied
with; and
(6)
a statement that, in the opinion of such person, such covenant or
condition has been complied with.
INTEGRA LIFESCIENCES HOLDINGS
CORPORATION
By:
/s/ Stuart M. Essig
Title: President and Chief
Executive Officer
INTEGRA LIFESCIENCES
CORPORATION
By:
/s/ Stuart M. Essig
Title: President and Chief
Executive Officer
Wells Fargo Bank, N.A., as Trustee
By:
/s/ Joseph
P. ODonnell
Name: Joseph P. ODonnell
Title: Vice President
CUSIP: 457985AH2
ISSUE DATE:
Principal Amount: $165,000,000
No.
Dated:
INTEGRA LIFESCIENCES HOLDINGS
CORPORATION
By:
Name:
Title:
as Trustee, certifies that this is one
of the Securities referred to in the
within-mentioned Indenture.
Authorized Officer
311 Enterprise Drive
Plainsboro, New Jersey 08536
Attn: General Counsel
Facsimile: (609) 275-1082
OF GLOBAL SECURITY
Amount of
Amount of
Principal
Increase in
Decrease in
Amount of
Principal
Principal
Global
Notation by
Amount of
Amount of
Security After
Registrar or
Global
Global
Increase or
Security
Date
Security
Security
Decrease
Custodian
CUSIP: 457985AH2
ISSUE DATE:
Principal Amount: $
No.
as Trustee, certifies that this is one
of the Securities referred to in the
within-mentioned Indenture.
EXHIBIT A]
[__]
A transfer of the Surrendered Securities is made to the Company or any
Subsidiaries; or
[__]
A transfer of the Surrendered Securities made to a qualified institutional
buyer in compliance with Rule 144A under the Securities Act of 1933, as amended (the
Securities Act
).
[__]
The transferee is an Affiliate of the Company.
Signature(s)
Participant in a Recognized Signature
NOTICE OF OCCURRENCE
OF FUNDAMENTAL CHANGE
(the Securities) issued by Integra LifeSciences Holdings Corporation:
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
By:
Name:
Title:
INTEGRA LIFESCIENCES CORPORATION
As Subsidiary Guarantor
By:
Effective Date
$51.97
$54.00
$57.00
$61.00
$64.96
$70.00
$75.00
$85.00
$100.00
$120.00
$140.00
$170.00
3.84
3.40
2.98
2.52
2.16
1.79
1.51
1.11
0.76
0.51
0.37
0.25
3.84
3.31
2.86
2.37
1.99
1.61
1.33
0.94
0.62
0.40
0.29
0.20
3.84
3.21
2.71
2.18
1.78
1.38
1.10
0.73
0.44
0.28
0.20
0.14
3.84
3.18
2.54
1.95
1.50
1.09
0.80
0.46
0.24
0.14
0.10
0.07
3.84
3.15
2.28
1.58
1.08
0.64
0.37
0.10
0.08
0.06
0.04
0.02
3.84
3.13
2.15
1.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
BANC OF AMERICA SECURITIES LLC | J.P. MORGAN SECURITIES INC. |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
|
||||
By | /s/ Stuart M. Essig | |||
Name: | Stuart M. Essig | |||
Title: | President and Chief Executive Officer |
25
BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC. MORGAN STANLEY & CO., INCORPORATED Acting severally on behalf of themselves and the several Initial Purchasers BANC OF AMERICA SECURITIES LLC |
||||
By | /s/ Banc of America Securities LLC | |||
Name: | ||||
Title: | ||||
J.P. MORGAN SECURITIES INC.
|
||||
By | /s/ J.P. Morgan Securities Inc. | |||
Name: | ||||
Title: | ||||
MORGAN STANLEY & CO., INCORPORATED
|
||||
By | /s/ Morgan Stanley & Co., Incorporated | |||
Name: | ||||
Title: | ||||
26
BANC OF AMERICA SECURITIES LLC | J.P. MORGAN SECURITIES INC. | |
MORGAN STANLEY & CO., INCORPORATED |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
|
||||
By | /s/ Stuart M. Essig | |||
Name: | Stuart M. Essig | |||
Title: | President and Chief Executive Officer | |||
25
BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC. MORGAN STANLEY & CO., INCORPORATED Acting severally on behalf of themselves and the several Initial Purchasers BANC OF AMERICA SECURITIES LLC |
||||
By | /s/ Banc of America Securities LLC | |||
Name: | ||||
Title: | ||||
J.P. MORGAN SECURITIES INC.
|
||||
By | /s/ J.P. Morgan Securities Inc. | |||
Name : | ||||
Title: | ||||
MORGAN STANLEY & CO., INCORPORATED
|
||||
By | /s/ Morgan Stanley & Co., Incorporated | |||
Name: | ||||
Title: | ||||
26
r
|
June 6, 2007 | |
|
||
To:
|
Integra LifeSciences Holdings Corporation | |
|
311 Enterprise Drive | |
|
Plainsboro, New Jersey 08536 | |
|
Attn: Richard Gorelick | |
|
Telephone: (609) 936-2238 | |
|
Facsimile: (609) 275-1082 | |
|
||
From:
|
[Dealer] | |
|
||
|
||
|
||
|
||
|
||
Re:
|
Convertible Bond Hedge Transaction | |
|
(Transaction Reference Number: ) |
|
Trade Date: | June 6, 2007 |
1
|
Effective Date: | The closing date of the offering of the Convertible Securities. | ||
|
||||
|
Option Style: | Modified American, as described under Procedures for Exercise below. | ||
|
||||
|
Option Type: | Call | ||
|
||||
|
Seller: | Dealer | ||
|
||||
|
Buyer: | Counterparty | ||
|
||||
|
Shares: | The Common Stock of Counterparty, par value USD 0.01 per share (Ticker Symbol: IART). | ||
|
||||
|
Number of Options: | % of the number of Convertible Securities in denominations of USD 1,000 principal amount issued by Counterparty on the closing date for the initial issuance of the Convertible Securities; provided that if the initial purchasers (as defined in the Purchase Agreement defined below) exercise their option to purchase additional Convertible Securities pursuant to Section 2 of the Purchase Agreement related to the purchase and sale of the Convertible Securities dated as of June 6, 2007 among Counterparty and Banc of America Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co., Incorporated, as representatives of the several initial purchasers party thereto, as amended, modified or supplemented from time to time (the Purchase Agreement ), then on the Additional Premium Payment Date, the Number of Options shall be automatically increased by % of the number of Convertible Securities in denominations of USD 1,000 principal amount issued pursuant to such exercise (such Convertible Securities, the Additional Convertible Securities ). For the avoidance of doubt, the Number of Options outstanding shall be reduced by each exercise of Options hereunder. | ||
|
||||
|
Number of Shares: | As of any date, the product of the Number of Options and the Conversion Rate. | ||
|
||||
|
Conversion Rate: | As defined in the Indenture, but without regard to any adjustments to the Conversion Rate pursuant to Sections 10.01(b), 10.04(g) or 10.04(h) of the Indenture. | ||
|
||||
|
Strike Price: | USD 66.2616 | ||
|
||||
|
Premium: | USD ; provided that if the Number of Options is increased pursuant to the proviso to the definition of Number of Options above, an additional Premium equal to the product of the number of Options by which the Number of Options is so increased and USD shall be paid on the Additional Premium Payment Date. | ||
|
||||
|
Premium Payment Date: | The Effective Date. | ||
|
||||
|
Additional Premium Payment Date: | The closing date for the purchase and sale of the Additional Convertible Securities. | ||
|
||||
|
Exchange: | The NASDAQ Global Select Market. | ||
|
||||
|
Related Exchange: | All Exchanges. | ||
|
||||
Procedures for Exercise: | ||||
|
||||
|
Potential Exercise Dates: | Each Conversion Date. | ||
|
||||
|
Conversion Date: | Each Conversion Date as defined in the Indenture. |
2
3
Settlement Terms: | ||||
|
||||
|
Settlement Method: | Net Share Settlement. | ||
|
||||
|
Net Share Settlement: | In lieu of the obligations set forth in Sections 8.1 and 9.1 of the Equity Definitions, and subject to Notice of Exercise above, in respect of an Exercise Date occurring on a Conversion Date Dealer will deliver to Counterparty, on the relevant Settlement Date, a number of Shares equal to the Net Shares in respect of any Option exercised or deemed exercised hereunder. In no event will the Net Shares be less than zero. | ||
|
||||
|
Net Shares: | In respect of any Option exercised or deemed exercised, a number of Shares equal to (i) the sum of the quotients, for each Valid Day during the Settlement Averaging Period for such Exercise Date, of (A) the product of (x) the excess, if any, of the Relevant Price over the Strike Price on such Valid Day and (y) the Conversion Rate on such Valid Day divided by (B) such Relevant Price, divided by (ii) the number of Valid Days in the Settlement Averaging Period; provided that if the calculation contained in clause (A) above results in a negative number, such number shall be replaced with the number zero; and provided further that if the calculation set forth above results in a number of Shares in excess of the notes share cap (as defined in the Indenture), as applicable, the Net Shares shall be equal to the number of Shares of the notes share cap. Notwithstanding the foregoing, if Counterparty has elected Gross Share Settlement and so specified in the Notice of Exercise, or if applicable, the Notice of Gross Share Settlement, then with respect to any Option relating to the Relevant Convertible Securities with a Conversion Date occurring on or following December 15, 2009, the Net Shares shall be equal to the lesser of (i) a number of Shares determined as described above and (ii) a number of Shares equal to the Net Convertible Value for such Option divided by the Obligation Price. | ||
|
||||
|
Dealer will deliver cash in lieu of any fractional Shares to be delivered with respect to any Net Shares valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period. | |||
|
||||
|
Net Convertible Value: | With respect to an Option, (i) the Total Convertible Value for such Option minus (ii) USD 1,000. | ||
|
||||
|
Total Convertible Value: | With respect to an Option, (i) the aggregate number of Shares, if any, that Counterparty is obligated to deliver to the holder of a Convertible Security in a denomination of USD 1,000 for the relevant Conversion Date pursuant to Section 10.02(b) of the Indenture multiplied by (ii) the Obligation Price. | ||
|
||||
|
Obligation Price: | The opening price per Share as displayed under the heading Op on Bloomberg page IART.UQ <equity> (or any successor thereto) on the Obligation Valuation Date. | ||
|
||||
|
Obligation Valuation Date: | Settlement Date | ||
|
||||
|
Settlement Averaging Period: | For any Option, (i) with respect to an Option with a Conversion Date occurring prior to December 15, 2009, the fifty (50) |
4
|
consecutive Valid Day period beginning on, and including, the second Valid Day following such Conversion Date (or the one hundred (100) consecutive Valid Day period commencing on, and including, the second Valid Day following such Conversion Date if Counterparty has elected Gross Share Settlement and specified Gross Share Settlement in the Notice of Exercise) or (ii) with respect to an Option with a Conversion Date occurring on or following December 15, 2009, the fifty (50) consecutive Valid Day period beginning on, and including, the fifty-second (52 nd ) Scheduled Valid Day immediately prior to the Expiration Date (or the one hundred (100) consecutive Valid Day period commencing on, and including, the one hundred and second (102 nd ) Scheduled Valid Day immediately prior to the Expiration Date if Counterparty has delivered a Notice of Gross Share Settlement to Dealer on or prior to December 15, 2009). | |||
|
||||
|
Settlement Date: | For any Option, the third Valid Day following the final day of the applicable Settlement Averaging Period with respect to such Option. | ||
|
||||
|
Settlement Currency: | USD | ||
|
||||
|
Valid Day: | A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange or, if the Shares are not then listed on the Exchange, on the principal other U.S. national or regional securities exchange on which the Shares are then listed or, if the Shares are not then listed on a U.S. national or regional securities exchange, in the principal other market on which the Shares are then traded. If the Shares (or other security for which a Relevant Price must be determined) are not so listed or quoted, a Valid Day means a Business Day. | ||
|
||||
|
Scheduled Valid Day: | A day that is scheduled to be a Valid Day on the primary U.S. national securities exchange or market on which the Shares are listed or admitted to trading. | ||
|
||||
|
Market Disruption Event: | Section 6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following: | ||
|
||||
|
Market Disruption Event means in respect of a Share, (i) a failure by the Exchange or, if the Shares are not then listed on the Exchange, by the principal other U.S. national or regional securities exchange on which the Shares are then listed or, if the Shares are not then listed on a U.S. national or regional securities exchange, by the principal other market on which the Shares are then traded, to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Valid Day for the Shares for an aggregate one half hour period of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Shares or in any options, contracts or futures contracts relating to the Shares. | |||
|
||||
|
Relevant Price: | On any Valid Day, the per Share volume-weighted average price as displayed under the heading Bloomberg VWAP on Bloomberg page IART.UQ <equity> AQR (or any successor thereto) in respect of the period from the scheduled opening time |
5
|
of the Exchange to the Scheduled Closing Time of the Exchange on such Valid Day (or if such volume-weighted average price is unavailable, the market value of one Share on such Valid Day, as determined by the Calculation Agent using a volume-weighted average method). The Relevant Price will be determined without regard to after hours trading or any other trading outside of the regular trading session hours of the Exchange. | |||
|
||||
|
Other Applicable Provisions: | To the extent Dealer is obligated to deliver Shares hereunder, the provisions of Sections 9.1(c), 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Counterparty is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable, except that all references in such provisions to Physically-Settled shall be read as references to Net Share Settled. Net Share Settled in relation to any Option means that Dealer is obligated to deliver Shares hereunder. | ||
|
||||
|
Restricted Certificated Shares: | Notwithstanding anything to the contrary in the Equity Definitions, Dealer may, in whole or in part, deliver Shares in certificated form representing the Number of Shares to be Delivered to Counterparty in lieu of delivery through the Clearance System. With respect to such certificated Shares, the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by deleting the remainder of the provision after the word encumbrance in the fourth line thereof. | ||
|
||||
Share Adjustments: | ||||
|
||||
|
Method of Adjustment: | Notwithstanding Section 11.2 of the Equity Definitions, upon the occurrence of any event or condition set forth in Section 10.04 of the Indenture, the Calculation Agent shall make a corresponding adjustment, if necessary, to the terms relevant to the exercise, settlement or payment of the Transaction; provided that in no event shall there be any adjustment hereunder as a result of an adjustment to the Conversion Rate pursuant to Sections 10.04(g) or 10.04(h) of the Indenture. Immediately upon the occurrence of any adjustment of the Conversion Rate pursuant to Section 10.04, Counterparty shall notify the Calculation Agent of such adjustment, and once the adjustments to be made to the terms of the Indenture and the Convertible Securities in respect of such adjustment have been determined, Counterparty shall immediately notify the Calculation Agent in writing of the details of such adjustments. | ||
|
||||
Extraordinary Events: | ||||
|
||||
|
Merger Event: | Notwithstanding Section 12.1(b) of the Equity Definitions, a Merger Event means the occurrence of any event or condition set forth in Section 10.06 of the Indenture. | ||
|
||||
|
Tender Offer: | Applicable. Notwithstanding Section 12.1(d) of the Equity Definitions, a Tender Offer means the occurrence of any event or condition set forth in clause (1) of the definition of Fundamental Change in Section 1.01 of the Indenture. |
6
|
Consequences of Merger Events and Tender Offers: | Notwithstanding Sections 12.2 and 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or Tender Offer, the Calculation Agent shall make the corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares, the Number of Options, the Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction; provided that such adjustment shall be made without regard to any adjustment to the Conversion Rate pursuant to Sections 10.01(b), 10.04(g) or 10.04(h) of the Indenture; and provided further that the Calculation Agent may limit or alter any such adjustment referenced in this paragraph so that the fair value of the Transaction to Dealer is not reduced as a result of such adjustment. | ||
|
||||
|
Nationalization, Insolvency or Delisting: | Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange. | ||
|
||||
|
Additional Disruption Events: | |||
|
||||
|
(a) Change in Law: | Applicable | ||
|
||||
|
(b) Failure to Deliver: | Applicable | ||
|
||||
|
(c) Insolvency Filing: | Applicable | ||
|
||||
|
(d) Hedging Disruption: | Applicable | ||
|
||||
|
(e) Increased Cost of Hedging: | Applicable | ||
|
||||
|
Hedging Party: | For all applicable Additional Disruption Events, Dealer. | ||
|
||||
|
Determining Party: | For all applicable Additional Disruption Events, Dealer. | ||
|
||||
|
Non-Reliance: | Applicable | ||
|
||||
|
Agreements and
Acknowledgments
Regarding Hedging Activities: |
Applicable | ||
|
||||
|
Additional Acknowledgments: | Applicable | ||
|
||||
|
3. Calculation Agent: | Dealer |
4. | Account Details : | ||
Dealer Payment Instructions: |
Counterparty Payment Instructions: |
7
The Office of Counterparty for the Transaction is: |
6. | Notices : For purposes of this Confirmation: | ||
(a) | Address for notices or communications to Counterparty: |
|
To: | Integra LifeSciences Holdings Corporation | ||
|
311 Enterprise Drive | |||
|
Plainsboro, New Jersey 08536 | |||
|
Attn: | Richard Gorelick | ||
|
Telephone: | (609) 936-2238 | ||
|
Facsimile: | (609) 275-1082 |
(b) | Address for notices or communications to Dealer: |
|
To: | |||
|
||||
|
||||
|
Attn: | |||
|
Telephone: |
7. | Representations, Warranties and Agreements: |
8
9
10
Property:
|
A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price. | |
|
||
Share Termination Unit Price:
|
The value of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation. | |
|
||
Share Termination Delivery Unit:
|
In the case of a Termination Event, Event of Default or Delisting, one Share or, in the case of an Insolvency, Nationalization, Merger Event or Tender Offer, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Merger Event or Tender Offer. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. | |
|
||
Failure to Deliver:
|
Applicable | |
|
||
Other applicable provisions:
|
If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Counterparty is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable, except that all references in such provisions to Physically-Settled shall be read as references to settled by Share Termination Alternative and all references to Shares shall be read as references to Share Termination Delivery Units. |
11
12
13
14
15
Yours faithfully, | ||||||
|
||||||
[Dealer] | ||||||
|
||||||
|
By: | |||||
|
||||||
|
Name: | |||||
|
Title: |
By:
|
||||
|
||||
|
Name: | |||
|
Title: |
|
||||
Exhibit 10.2 |
|
June 6, 2007 | ||
|
||||
To:
|
Integra LifeSciences Holdings Corporation | [Form of 2012 Convertible | ||
|
311 Enterprise Drive | Bond Hedge | ||
|
Plainsboro, New Jersey 08536 | Transaction Confirmation] | ||
|
Attn: Richard Gorelick | |||
|
Telephone: (609) 936-2238 | |||
|
Facsimile: (609) 275-1082 | |||
|
||||
From:
|
Dealer | |||
|
||||
Re:
|
Convertible Bond Hedge Transaction | |||
|
(Transaction Reference Number: ) |
|
Trade Date: | June 6, 2007 |
1
|
Effective Date: | The closing date of the offering of the Convertible Securities. | ||
|
||||
|
Option Style: | Modified American, as described under Procedures for Exercise below. | ||
|
||||
|
Option Type: | Call | ||
|
||||
|
Seller: | Dealer | ||
|
||||
|
Buyer: | Counterparty | ||
|
||||
|
Shares: | The Common Stock of Counterparty, par value USD 0.01 per share (Ticker Symbol: | ||
|
IART). | |||
|
||||
|
Number of Options: | % of the number of Convertible Securities in denominations of USD 1,000 principal amount issued by Counterparty on the closing date for the initial issuance of the Convertible Securities; provided that if the initial purchasers (as defined in the Purchase Agreement defined below) exercise their option to purchase additional Convertible Securities pursuant to Section 2 of the Purchase Agreement related to the purchase and sale of the Convertible Securities dated as of June 6, 2007 among Counterparty and Banc of America Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co., Incorporated, as representatives of the several initial purchasers party thereto, as amended, modified or supplemented from time to time (the Purchase Agreement ), then on the Additional Premium Payment Date, the Number of Options shall be automatically increased by % of the number of Convertible Securities in denominations of USD 1,000 principal amount issued pursuant to such exercise (such Convertible Securities, the Additional Convertible Securities ). For the avoidance of doubt, the Number of Options outstanding shall be reduced by each exercise of Options hereunder. | ||
|
||||
|
Number of Shares: | As of any date, the product of the Number of Options and the Conversion Rate. | ||
|
||||
|
Conversion Rate: | As defined in the Indenture, but without regard to any adjustments to the Conversion Rate pursuant to Sections 10.01(b), 10.04(g) or 10.04(h) of the Indenture. | ||
|
||||
|
Strike Price: | USD 64.9625 | ||
|
||||
|
Premium: | USD ; provided that if the Number of Options is increased pursuant to the proviso to the definition of Number of Options above, an additional Premium equal to the product of the number of Options by which the Number of Options is so increased and USD shall be paid on the Additional Premium Payment Date. | ||
|
||||
|
Premium Payment Date: | The Effective Date. | ||
|
||||
|
Additional Premium Payment Date: | The closing date for the purchase and sale of the Additional Convertible Securities. | ||
|
||||
|
Exchange: | The NASDAQ Global Select Market. | ||
|
||||
|
Related Exchange: | All Exchanges. | ||
|
||||
Procedures for Exercise: | ||||
|
||||
|
Potential Exercise Dates: | Each Conversion Date. | ||
|
||||
|
Conversion Date: | Each Conversion Date as defined in the Indenture. |
2
3
Settlement Terms: | ||||
|
||||
|
Settlement Method: | Net Share Settlement. | ||
|
||||
|
Net Share Settlement: | In lieu of the obligations set forth in Sections 8.1 and 9.1 of the Equity Definitions, and subject to Notice of Exercise above, in respect of an Exercise Date occurring on a Conversion Date Dealer will deliver to Counterparty, on the relevant Settlement Date, a number of Shares equal to the Net Shares in respect of any Option exercised or deemed exercised hereunder. In no event will the Net Shares be less than zero. | ||
|
||||
|
Net Shares: | In respect of any Option exercised or deemed exercised, a number of Shares equal to (i) the sum of the quotients, for each Valid Day during the Settlement Averaging Period for such Exercise Date, of (A) the product of (x) the excess, if any, of the Relevant Price over the Strike Price on such Valid Day and (y) the Conversion Rate on such Valid Day divided by (B) such Relevant Price, divided by (ii) the number of Valid Days in the Settlement Averaging Period; provided that if the calculation contained in clause (A) above results in a negative number, such number shall be replaced with the number zero; and provided further that if the calculation set forth above results in a number of Shares in excess of the notes share cap (as defined in the Indenture), as applicable, the Net Shares shall be equal to the number of Shares of the notes share cap. Notwithstanding the foregoing, if Counterparty has elected Gross Share Settlement and so specified in the Notice of Exercise, or if applicable, the Notice of Gross Share Settlement, then with respect to any Option relating to the Relevant Convertible Securities with a Conversion Date occurring on or following December 15, 2011, the Net Shares shall be equal to the lesser of (i) a number of Shares determined as described above and (ii) a number of Shares equal to the Net Convertible Value for such Option divided by the Obligation Price. | ||
|
||||
|
Dealer will deliver cash in lieu of any fractional Shares to be delivered with respect to any Net Shares valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period. | |||
|
||||
|
Net Convertible Value: | With respect to an Option, (i) the Total Convertible Value for such Option minus (ii) USD 1,000. | ||
|
||||
|
Total Convertible Value: | With respect to an Option, (i) the aggregate number of Shares, if any, that Counterparty is obligated to deliver to the holder of a Convertible Security in a denomination of USD 1,000 for the relevant Conversion Date pursuant to Section 10.02(b) of the Indenture multiplied by (ii) the Obligation Price. | ||
|
||||
|
Obligation Price: | The opening price per Share as displayed under the heading Op on Bloomberg page IART.UQ <equity> (or any successor thereto) on the Obligation Valuation Date. | ||
|
||||
|
Obligation Valuation Date: | Settlement Date | ||
|
||||
|
Settlement Averaging Period: | For any Option, (i) with respect to an Option with a Conversion Date occurring prior to December 15, 2011, the fifty (50) |
4
|
consecutive Valid Day period beginning on, and including, the second Valid Day following such Conversion Date (or the one hundred (100) consecutive Valid Day period commencing on, and including, the second Valid Day following such Conversion Date if Counterparty has elected Gross Share Settlement and specified Gross Share Settlement in the Notice of Exercise) or (ii) with respect to an Option with a Conversion Date occurring on or following December 15, 2011, the fifty (50) consecutive Valid Day period beginning on, and including, the fifty-second (52 nd ) Scheduled Valid Day immediately prior to the Expiration Date (or the one hundred (100) consecutive Valid Day period commencing on, and including, the one hundred and second (102 nd ) Scheduled Valid Day immediately prior to the Expiration Date if Counterparty has delivered a Notice of Gross Share Settlement to Dealer on or prior to December 15, 2011). | |||
|
||||
|
Settlement Date: | For any Option, the third Valid Day following the final day of the applicable Settlement Averaging Period with respect to such Option. | ||
|
||||
|
Settlement Currency: | USD | ||
|
||||
|
Valid Day: | A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange or, if the Shares are not then listed on the Exchange, on the principal other U.S. national or regional securities exchange on which the Shares are then listed or, if the Shares are not then listed on a U.S. national or regional securities exchange, in the principal other market on which the Shares are then traded. If the Shares (or other security for which a Relevant Price must be determined) are not so listed or quoted, a Valid Day means a Business Day. | ||
|
||||
|
Scheduled Valid Day: | A day that is scheduled to be a Valid Day on the primary U.S. national securities exchange or market on which the Shares are listed or admitted to trading. | ||
|
||||
|
Market Disruption Event: | Section 6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following: | ||
|
||||
|
Market Disruption Event means in respect of a Share, (i) a failure by the Exchange or, if the Shares are not then listed on the Exchange, by the principal other U.S. national or regional securities exchange on which the Shares are then listed or, if the Shares are not then listed on a U.S. national or regional securities exchange, by the principal other market on which the Shares are then traded, to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Valid Day for the Shares for an aggregate one half hour period of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Shares or in any options, contracts or futures contracts relating to the Shares. | |||
|
||||
|
Relevant Price: | On any Valid Day, the per Share volume-weighted average price as displayed under the heading Bloomberg VWAP on Bloomberg page IART.UQ <equity> AQR (or any successor thereto) in respect of the period from the scheduled opening time |
5
|
of the Exchange to the Scheduled Closing Time of the Exchange on such Valid Day (or if such volume-weighted average price is unavailable, the market value of one Share on such Valid Day, as determined by the Calculation Agent using a volume-weighted average method). The Relevant Price will be determined without regard to after hours trading or any other trading outside of the regular trading session hours of the Exchange. | |||
|
||||
|
Other Applicable Provisions: | To the extent Dealer is obligated to deliver Shares hereunder, the provisions of Sections 9.1(c), 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Counterparty is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable, except that all references in such provisions to Physically-Settled shall be read as references to Net Share Settled. Net Share Settled in relation to any Option means that Dealer is obligated to deliver Shares hereunder. | ||
|
||||
|
Restricted Certificated Shares: | Notwithstanding anything to the contrary in the Equity Definitions, Dealer may, in whole or in part, deliver Shares in certificated form representing the Number of Shares to be Delivered to Counterparty in lieu of delivery through the Clearance System. With respect to such certificated Shares, the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by deleting the remainder of the provision after the word encumbrance in the fourth line thereof. | ||
|
||||
Share Adjustments: | ||||
|
||||
|
Method of Adjustment: | Notwithstanding Section 11.2 of the Equity Definitions, upon the occurrence of any event or condition set forth in Sections 10.04 of the Indenture, the Calculation Agent shall make a corresponding adjustment, if necessary, to the terms relevant to the exercise, settlement or payment of the Transaction; provided that in no event shall there be any adjustment hereunder as a result of an adjustment to the Conversion Rate pursuant Sections 10.04(g) or 10.04(h) of the Indenture. Immediately upon the occurrence of any adjustment of the Conversion Rate pursuant to Section 10.04, Counterparty shall notify the Calculation Agent of such adjustment, and once the adjustments to be made to the terms of the Indenture and the Convertible Securities in respect of such adjustment have been determined, Counterparty shall immediately notify the Calculation Agent in writing of the details of such adjustments. | ||
|
||||
Extraordinary Events: | ||||
|
||||
|
Merger Event: | Notwithstanding Section 12.1(b) of the Equity Definitions, a Merger Event means the occurrence of any event or condition set forth in Section 10.06 of the Indenture. | ||
|
||||
|
Tender Offer: | Applicable. Notwithstanding Section 12.1(d) of the Equity Definitions, a Tender Offer means the occurrence of any event or condition set forth in clause (1) of the definition of Fundamental Change in Section 1.01 of the Indenture. |
6
|
Consequences of Merger Events and Tender Offers: | Notwithstanding Sections 12.2 and 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or Tender Offer, the Calculation Agent shall make the corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares, the Number of Options, the Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction; provided that such adjustment shall be made without regard to any adjustment to the Conversion Rate Sections 10.01(b), 10.04(g) or 10.04(h) of the Indenture; and provided further that the Calculation Agent may limit or alter any such adjustment referenced in this paragraph so that the fair value of the Transaction to Dealer is not reduced as a result of such adjustment. | ||
|
||||
|
Nationalization, Insolvency or Delisting: | Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange. | ||
|
||||
|
Additional Disruption Events: | |||
|
||||
|
(a) Change in Law: | Applicable | ||
|
||||
|
(b) Failure to Deliver: | Applicable | ||
|
||||
|
(c) Insolvency Filing: | Applicable | ||
|
||||
|
(d) Hedging Disruption: | Applicable | ||
|
||||
|
(e) Increased Cost of Hedging: | Applicable | ||
|
||||
|
Hedging Party: | For all applicable Additional Disruption Events, Dealer. | ||
|
||||
|
Determining Party: | For all applicable Additional Disruption Events, Dealer. | ||
|
||||
|
Non-Reliance: | Applicable | ||
|
||||
|
Agreements and Acknowledgments
Regarding Hedging Activities: |
Applicable | ||
|
||||
|
Additional Acknowledgments: | Applicable | ||
|
||||
|
3. Calculation Agent : | Dealer |
4. | Account Details : | ||
Dealer Payment Instructions: |
Counterparty Payment Instructions: |
7
The Office of Counterparty for the Transaction is: |
6. | Notices : For purposes of this Confirmation: | ||
(a) | Address for notices or communications to Counterparty: |
|
To: | Integra LifeSciences Holdings Corporation | ||
|
311 Enterprise Drive | |||
|
Plainsboro, New Jersey 08536 | |||
|
Attn: | Richard Gorelick | ||
|
Telephone: | (609) 936-2238 | ||
|
Facsimile: | (609) 275-1082 |
(b) | Address for notices or communications to Dealer: |
7. | Representations, Warranties and Agreements: |
8
9
Share Termination Alternative:
|
Applicable and means that Dealer shall deliver to Counterparty the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable (the Share Termination Payment Date ), in satisfaction of the Payment Obligation. | |
|
||
Share Termination Delivery
Property:
|
A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by |
10
|
replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price. | |
|
||
Share Termination Unit Price:
|
The value of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation. | |
|
||
Share Termination Delivery Unit:
|
In the case of a Termination Event, Event of Default or Delisting, one Share or, in the case of an Insolvency, Nationalization, Merger Event or Tender Offer, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Merger Event or Tender Offer. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. | |
|
||
Failure to Deliver:
|
Applicable | |
|
||
Other applicable provisions:
|
If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Counterparty is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable, except that all references in such provisions to Physically-Settled shall be read as references to settled by Share Termination Alternative and all references to Shares shall be read as references to Share Termination Delivery Units. |
11
12
13
14
15
Yours faithfully, | ||||||
|
||||||
[Dealer] | ||||||
|
||||||
|
By: | |||||
|
||||||
|
Name: | |||||
|
Title: |
By:
|
||||
|
||||
|
Name: | |||
|
Title: |
|
Exhibit
10.3
|
||
|
June 6, 2007 | ||
|
|||
To:
|
Integra LifeSciences Holdings Corporation | [Form of 2010 Amended | |
|
311 Enterprise Drive | and Restated Warrant | |
|
Plainsboro, New Jersey 08536 | Transaction Confirmation] | |
|
Attn: Richard Gorelick | ||
|
Telephone: (609) 936-2238 | ||
|
Facsimile: (609) 275-1082 | ||
|
|||
From:
|
[Dealer] | ||
|
|||
Re:
|
Amended and Restated Issuer Warrant Transaction | ||
|
(Transaction Reference Number: ) |
Trade Date:
|
June 6, 2007 | |
|
||
Effective Date:
|
June 11, 2007, subject to Section 8(o) below. | |
|
||
Components:
|
The Transaction will be divided into individual Components, each with the terms set forth in this Confirmation, and, in particular, with the Number of Warrants and Expiration Dates set forth in this Confirmation. The payments and deliveries to be made upon settlement of the Transaction will be determined separately for each Component as if each Component were a separate Transaction under the Agreement. | |
|
||
Warrant Style:
|
European | |
|
||
Warrant Type:
|
Call | |
|
||
Seller:
|
Issuer | |
|
||
Buyer:
|
Dealer | |
|
||
Shares:
|
The Common Stock of Issuer, par value USD 0.01 per share (Ticker Symbol: IART). | |
|
||
Number of Warrants:
|
For each Component, as provided in Annex A to this Confirmation; provided that if the Initial Purchasers party to the Purchase Agreement (as defined herein) exercise their right to receive additional 2.75% convertible securities due 2010, (the Convertible Notes ) pursuant to the Initial Purchasers option to purchase additional Convertible Notes, then, at the discretion of Issuer, on the Additional Premium Payment Date, the Number of Warrants shall be automatically increased by the additional Warrants (the Additional Warrants ) in proportion to such additional Convertible Notes in denominations of USD 1,000 principal amount issued pursuant to such exercise (such Convertible Notes, the Additional Convertible Notes ). | |
|
||
Warrant Entitlement:
|
One Share per Warrant. | |
|
||
Strike Price:
|
USD 77.9550 | |
|
||
Premium:
|
USD. | |
|
||
Premium Payment Date:
|
The Effective Date. | |
|
||
Exchange:
|
The NASDAQ Global Select Market. | |
|
||
Related Exchange:
|
All Exchanges. |
Expiration Time:
|
Valuation Time. | |
|
||
Expiration Date:
|
As provided in Annex A to this Confirmation (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day that is not already an Expiration Date for another Component); provided that if that date is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day and is not or is not deemed to be an Expiration Date in respect of any other Component |
2
|
hereunder; and provided further that if the Expiration Date has not occurred pursuant to the preceding proviso as of the Final Disruption Date, the Final Disruption Date shall be the Expiration Date (irrespective of whether such date is an Expiration Date occurring on the Final Disruption Date in respect of any other Component) and, notwithstanding anything to the contrary in this Confirmation or the Definitions, the Relevant Price for the Expiration Date shall be the prevailing market value per Share determined by the Calculation Agent in a commercially reasonable manner. Final Disruption Date means February 1, 2011. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date, the Calculation Agent may determine that such Expiration Date is a Disrupted Day only in part, in which case the Calculation Agent shall make adjustments to the number of Warrants for the relevant Component for which such day shall be the Expiration Date and shall designate the Scheduled Trading Day determined in the manner described in the immediately preceding sentence as the Expiration Date for the remaining Warrants for such Component. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date occurring on an Expiration Date. | |
|
||
Market Disruption Event:
|
Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be, in clause (ii) thereof. | |
|
||
Automatic Exercise:
|
Applicable; and means that each Warrant not previously exercised under the Transaction will be deemed to be automatically exercised at the applicable Expiration Time on the applicable Expiration Date unless Dealer notifies Issuer (by telephone or in writing) prior to the Expiration Time on the Expiration Date that it does not wish Automatic Exercise to occur, in which case Automatic Exercise will not apply to such Expiration Date. | |
|
||
Issuers Telephone Number
and Telex and/or Facsimile Number
and Contact Details for purpose of
Giving Notice:
|
To be provided by Issuer. |
Settlement Currency:
|
USD | |
|
||
Net Share Settlement:
|
On each Settlement Date, Issuer shall deliver to Dealer a number of Shares equal to the Number of Shares to be Delivered for such Settlement Date to the account specified by Dealer and cash in lieu of any fractional Shares valued at the Relevant Price on the Valuation Date corresponding to such Settlement Date. | |
|
||
Number of Shares to be Delivered:
|
In respect of any Exercise Date, subject to the last sentence of Section 9.5 of the Equity Definitions, the product of (i) the number of Warrants exercised or deemed exercised on such Exercise Date, (ii) the Warrant Entitlement and (iii) (A) the excess of the VWAP |
3
|
Price on the Valuation Date occurring on such Exercise Date over the Strike Price divided by (B) such VWAP Price. | |
|
||
|
The Number of Shares to be Delivered shall be delivered by Issuer to Dealer no later than 5:00 p.m. (local time in New York City) on the relevant Settlement Date. | |
|
||
VWAP Price:
|
For any Valuation Date, the volume weighted average price per Share for such Valuation Date based on transactions executed during such Valuation Date, as reported on Bloomberg Page IART.UQ <Equity> AQR (or any successor thereto) or, in the event such price is not so reported on such Valuation Date for any reason, as reasonably determined by the Calculation Agent. | |
|
||
Other Applicable Provisions:
|
The provisions of Sections 9.1(c), 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Seller is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable, except that all references in such provisions to Physically-Settled shall be read as references to Net Share Settled. Net Share Settled in relation to any Warrant means that Net Share Settlement is applicable to such Warrant. |
Method of Adjustment:
|
Calculation Agent Adjustment. | |
|
||
Extraordinary Dividend:
|
Any dividend or distribution (i) that has an ex-dividend date occurring on or after the Trade Date and on or prior to the Expiration Date and (ii) the amount or value of which exceeds the Ordinary Dividend Amount for such dividend or distribution, as determined by the Calculation Agent. | |
|
||
Ordinary Dividend Amount:
|
USD 0.00 |
New Shares: | Section 12.1(i) of the Equity Definitions is hereby amended by deleting the text in clause (i) in its entirety and replacing it with the phrase publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors). | |
|
||
Consequences of Merger Events:
|
||
|
||
(a) Share-for-Share:
|
Modified Calculation Agent Adjustment. | |
|
||
(b) Share-for-Other:
|
Cancellation and Payment (Calculation Agent Determination). | |
|
||
(c) Share-for-Combined:
|
Cancellation and Payment (Calculation Agent Determination). | |
|
||
Tender Offer:
|
Applicable | |
|
||
Consequences of Tender Offers:
|
||
|
||
(a) Share-for-Share:
|
Modified Calculation Agent Adjustment. |
4
(b) Share-for-Other:
|
Cancellation and Payment (Calculation Agent Determination) on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration. | |
|
||
(c) Share-for-Combined:
|
Modified Calculation Agent Adjustment. | |
|
||
Nationalization, Insolvency or Delisting: | Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange. | |
|
||
Additional Disruption Events:
|
||
|
||
(a) Change in Law:
|
Applicable | |
|
||
(b) Failure to Deliver:
|
Not Applicable | |
|
||
(c) Insolvency Filing:
|
Applicable | |
|
||
(d) Hedging Disruption:
|
Applicable | |
|
||
(e) Increased Cost of Hedging:
|
Applicable | |
|
||
(f) Loss of Stock Borrow:
|
Applicable | |
|
||
Maximum Stock Loan Rate:
|
2.50% | |
|
||
(g) Increased Cost of Stock Borrow:
|
Applicable | |
|
||
Initial Stock Loan Rate:
|
0.00% | |
|
||
Hedging Party:
|
Dealer for all applicable Additional Disruption Events. | |
|
||
Determining Party:
|
Dealer for all applicable Extraordinary Events. | |
|
||
Non-Reliance:
|
Applicable | |
|
||
Agreements and Acknowledgments
|
||
Regarding Hedging Activities:
|
Applicable | |
|
||
Additional Acknowledgments:
|
Applicable | |
|
||
3.
Calculation Agent:
|
Dealer | |
|
||
4.
Account Details:
|
||
|
||
Dealer Payment Instructions:
|
||
|
||
|
||
Issuer Payment Instructions:
|
To be provided by Issuer. | |
|
5
5.
Offices:
|
To:
|
Integra LifeSciences Holdings Corporation | |
|
311 Enterprise Drive | |
|
Plainsboro, New Jersey 08536 | |
Attn:
|
Richard Gorelick | |
Telephone:
|
(609) 936-2238 | |
Facsimile:
|
(609) 275-1082 |
To:
|
||
|
||
|
||
Attn:
|
||
Telephone:
|
6
7
Share Termination Alternative:
|
Applicable and means that Issuer shall deliver to Dealer the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable (the Share Termination Payment Date ), in satisfaction of the Payment Obligation. | |
|
||
Share Termination Delivery
Property: |
A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price. | |
|
||
Share Termination Unit Price:
|
The value of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Issuer at the time of notification of the Payment Obligation. | |
|
||
Share Termination Delivery Unit:
|
In the case of a Termination Event, Event of Default or Delisting, one Share or, in the case of an Insolvency, Nationalization, Merger Event or Tender Offer, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Merger Event or Tender Offer. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. | |
|
||
Failure to Deliver:
|
Applicable | |
|
||
Other applicable provisions:
|
If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Seller is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable, except that all references in such provisions to Physically-Settled shall be read as references to settled by Share Termination Alternative and all references to Shares shall be read as references to Share Termination Delivery Units. |
8
9
10
11
12
13
14
Yours faithfully,
[Dealer] |
||||
By: | ||||
Name: | ||||
Title: | ||||
Agreed and Accepted By:
INTEGRA LIFESCIENCES HOLDINGS CORPORATION |
||||
By: | ||||
Name: | ||||
Title: | ||||
|
Trade Date: | June 6, 2007 |
|
Effective Date: | June 11, 2007, subject to Section 8(o) below. | ||
|
||||
|
Components: | The Transaction will be divided into individual Components, each with the terms set forth in this Confirmation, and, in particular, with the Number of Warrants and Expiration Dates set forth in this Confirmation. The payments and deliveries to be made upon settlement of the Transaction will be determined separately for each Component as if each Component were a separate Transaction under the Agreement. | ||
|
Warrant Style: | European | ||
|
||||
|
Warrant Type: | Call | ||
|
||||
|
Seller: | Issuer | ||
|
||||
|
Buyer: | Dealer | ||
|
||||
|
Shares: | The Common Stock of Issuer, par value USD0.01 per share (Ticker Symbol: IART). | ||
|
||||
|
Number of Warrants: | For each Component, as provided in Annex A to this Confirmation. | ||
|
||||
|
Warrant Entitlement: | One Share per Warrant. | ||
|
||||
|
Strike Price: | USD 90.9475 | ||
|
||||
|
Premium: | USD | ||
|
||||
|
Premium Payment Date: | The Effective Date. | ||
|
||||
|
Exchange: | The NASDAQ Global Select Market. | ||
|
||||
|
Related Exchange: | All Exchanges. |
|
Expiration Time: | Valuation Time. | ||
|
||||
|
Expiration Date: | As provided in Annex A to this Confirmation (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day that is not already an Expiration Date for another Component); provided that if that date is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day and is not or is not deemed to be an Expiration Date in respect of any other Component hereunder; and provided further that if the Expiration Date has not occurred pursuant to the preceding proviso as of the Final Disruption Date, the Final Disruption Date shall be the Expiration Date (irrespective of whether such date is an Expiration Date occurring on the Final Disruption Date in respect of any other Component) and, notwithstanding anything to the contrary in this Confirmation or the Definitions, the Relevant Price for the Expiration Date shall be the prevailing market value per Share determined by the Calculation Agent in a commercially reasonable manner. Final Disruption Date means February 4, 2013. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date, the Calculation Agent may determine that such Expiration Date is a Disrupted Day only in part, in which case the Calculation Agent shall make adjustments to the number of Warrants for the relevant Component for which such day shall be the Expiration Date and shall designate the Scheduled Trading Day determined in the manner described in the immediately |
2
|
preceding sentence as the Expiration Date for the remaining Warrants for such Component. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date occurring on an Expiration Date. | |||
|
||||
|
Market Disruption Event: | Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be, in clause (ii) thereof. | ||
|
||||
|
Automatic Exercise: | Applicable; and means that each Warrant not previously exercised under the Transaction will be deemed to be automatically exercised at the applicable Expiration Time on the applicable Expiration Date unless Dealer notifies Issuer (by telephone or in writing) prior to the Expiration Time on the Expiration Date that it does not wish Automatic Exercise to occur, in which case Automatic Exercise will not apply to such Expiration Date. | ||
|
||||
|
Issuers Telephone Number and Telex and/or Facsimile Number and Contact Details for purpose of Giving Notice: | To be provided by Issuer. |
|
Settlement Currency: | USD | ||
|
||||
|
Net Share Settlement: | On each Settlement Date, Issuer shall deliver to Dealer a number of Shares equal to the Number of Shares to be Delivered for such Settlement Date to the account specified by Dealer and cash in lieu of any fractional Shares valued at the Relevant Price on the Valuation Date corresponding to such Settlement Date. | ||
|
||||
|
Number of Shares to be Delivered: |
In respect of any Exercise Date, subject to the last sentence of Section 9.5 of the Equity Definitions, the product of (i) the number of Warrants exercised or deemed exercised on such Exercise Date, (ii) the Warrant Entitlement and (iii) (A) the excess of the VWAP Price on the Valuation Date occurring on such Exercise Date over the Strike Price divided by (B) such VWAP Price. |
||
|
||||
|
The Number of Shares to be Delivered shall be delivered by Issuer to Dealer no later than 5:00 p.m. (local time in New York City) on the relevant Settlement Date. | |||
|
||||
|
VWAP Price: | For any Valuation Date, the volume weighted average price per Share for such Valuation Date based on transactions executed during such Valuation Date, as reported on Bloomberg Page IART.UQ <Equity> AQR (or any successor thereto) or, in the event such price is not so reported on such Valuation Date for any reason, as reasonably determined by the Calculation Agent. | ||
|
||||
|
Other Applicable Provisions: | The provisions of Sections 9.1(c), 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Seller is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable, except that all references in such provisions to Physically-Settled shall be read as |
3
|
references to Net Share Settled. Net Share Settled in relation to any Warrant means that Net Share Settlement is applicable to such Warrant. |
|
Method of Adjustment: | Calculation Agent Adjustment. | ||
|
||||
|
Extraordinary Dividend: | Any dividend or distribution (i) that has an ex-dividend date occurring on or after the Trade Date and on or prior to the Expiration Date and (ii) the amount or value of which exceeds the Ordinary Dividend Amount for such dividend or distribution, as determined by the Calculation Agent. | ||
|
||||
|
Ordinary Dividend Amount: | USD 0.00 |
4
|
(c) Insolvency Filing: | Applicable | ||
|
||||
|
(d) Hedging Disruption: | Applicable | ||
|
||||
|
(e) Increased Cost of Hedging: | Applicable | ||
|
||||
|
(f) Loss of Stock Borrow: | Applicable | ||
|
||||
|
Maximum Stock Loan Rate: | 2.50% | ||
|
||||
|
(g) Increased Cost of Stock Borrow: | Applicable | ||
|
||||
|
Initial Stock Loan Rate: | 0.00% | ||
|
||||
|
Hedging Party: | Dealer for all applicable Additional Disruption Events. | ||
|
||||
|
Determining Party: | Dealer for all applicable Extraordinary Events. |
|
Non-Reliance: | Applicable | ||
|
||||
|
Agreements and Acknowledgments | |||
|
Regarding Hedging Activities: | Applicable | ||
|
||||
|
Additional Acknowledgments: | Applicable | ||
|
||||
|
3. Calculation Agent : | Dealer | ||
|
||||
|
4. Account Details : |
|
Issuer Payment Instructions: |
To be provided by Issuer.
|
||
|
||||
|
5. Offices : |
|
6. Notices : For purposes of this Confirmation: | |||
|
||||
|
(a) Address for notices or communications to Issuer: |
|
To: | Integra LifeSciences Holdings Corporation | ||
|
311 Enterprise Drive | |||
|
Plainsboro, New Jersey 08536 | |||
|
Attn: | General Counsel | ||
|
Telephone: | (609) 936-2238 | ||
|
Facsimile: | (609) 275-1082 |
|
(b) Address for notices or communications to Dealer: |
5
6
Share Termination Alternative:
|
Applicable and means that Issuer shall deliver to Dealer the Share Termination |
7
|
Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable (the Share Termination Payment Date ), in satisfaction of the Payment Obligation. | |
|
||
Share Termination Delivery
Property: |
A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price. |
|
|
||
Share Termination Unit Price:
|
The value of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Issuer at the time of notification of the Payment Obligation. | |
|
||
Share Termination Delivery Unit:
|
In the case of a Termination Event, Event of Default or Delisting, one Share or, in the case of an Insolvency, Nationalization, Merger Event or Tender Offer, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Merger Event or Tender Offer. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. | |
|
||
Failure to Deliver:
|
Applicable | |
|
||
Other applicable provisions:
|
If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Seller is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable, except that all references in such provisions to Physically-Settled shall be read as references to settled by Share Termination Alternative and all references to Shares shall be read as references to Share Termination Delivery Units. |
8
9
10
11
12
13
14
|
||||||
Yours faithfully, | ||||||
|
||||||
[Dealer] | ||||||
|
||||||
|
By: | |||||
|
||||||
|
Name: | |||||
|
Title: |
By:
|
||||
|
|
|||
|
Title: |
Maureen B. Bellantoni
|
John Bostjancic | |
Executive Vice President
|
Vice President, Corporate Development | |
and Chief Financial Officer
|
and Investor Relations | |
(609) 936-6822
|
(609) 936-2239 | |
maureen.bellantoni@Integra-LS.com
|
jbostjancic@Integra-LS.com |