Mirion Technologies Upsizes Convertible Notes Offering To $325 Mln In Private Placement

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(RTTNews) - Mirion Technologies Inc. (MIR) announced the pricing of $325.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 in a private placement. The size of the convertible notes offering was increased from the previously announced $250.0 million aggregate principal amount of notes.

In addition, Mirion granted the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $50.0 million aggregate principal amount of notes. The convertible notes offering is expected to close on September 30, 2025.

According to the company, the notes will be general senior unsecured obligations of Mirion and will not bear regular interest and the principal amount of the notes will not accrete. The notes will mature on October 1, 2031, unless earlier converted, redeemed or repurchased.

Mirion estimates that the net proceeds from the convertible notes offering will be approximately $316.4 million (or approximately $365.2 million if the initial purchasers exercise their option to purchase additional notes in full) after deducting the initial purchasers' discounts and commissions and estimated offering expenses payable by Mirion.

Mirion expects to use the net proceeds from the convertible notes offering, together with the net proceeds from the concurrent common stock offering, if consummated, to pay the approximately $32.9 million cost of the capped call transactions and fund Mirion's planned acquisition of all of the issued and outstanding membership interests of WCI-Gigawatt Intermediate Holdco, LLC, as the indirect parent of Paragon Energy Solutions, LLC, with the remainder for general corporate purposes.

If the Acquisition is not consummated for any reason, Mirion expects to use the net proceeds from the convertible notes offering, together with the net proceeds from the concurrent common stock offering, if consummated, remaining after payment of the cost of the capped call transactions, for general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, Mirion expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the Option Counterparties and the remaining net proceeds for general corporate purposes.

In a separate press release and concurrently with the convertible notes offering, Mirion also announced today the pricing of its previously announced underwritten public offering of about 17.31 million shares of its Class A common stock at a public offering price of $21.35 per share.

Mirion also granted to the underwriters of the concurrent common stock offering a 30-day option to purchase up to an additional 2.60 million shares of Class A common stock at the public offering price, less underwriting discounts and commissions. The concurrent common stock offering is expected to close on September 30, 2025.