Omnicell (NASDAQ:OMCL) announced the pricing of $150 million principal amount of 1.00% Convertible Senior Notes due 2029.

The company also granted the initial purchasers of the notes an option to purchase an additional $22.5 million aggregate principal amount of notes.

The sale of the notes is expected to close on November 22, 2024.

The notes will accrue interest payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2025, at a rate of 1.00% per annum.

The notes will mature on December 1, 2029, unless earlier converted, redeemed or repurchased.

Omnicell plans to raise $144.2 million in net proceeds from its offering, with $166.0 million if initial purchasers opt to buy additional notes in full.

The company plans to use $13.1 million of the net proceeds to pay for convertible note hedge transactions, partially offset by proceeds from warrant sales. The remaining net proceeds will be used to repurchase $400.0 million of Omnicell's outstanding 0.25% Convertible Senior Notes due 2025 for $391.2 million in cash.

If initial purchasers exercise their option to purchase additional notes, they will sell additional warrants and use the proceeds to enter additional convertible note hedge transactions and the remaining net proceeds for repurchases of the 2025 notes or for working capital and other general corporate purposes.

The note holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding August 1, 2029, only upon the occurrence of certain circumstances.

The conversion rate will initially be 17.4662 shares of Omnicell’s common stock per $1,000 principal amount of notes, representing a premium of approximately 35% over the last reported sale price of Omnicell’s common stock as on November 19, 2024.

Omnicell is also engaged in convertible note hedge transactions and warrant transactions with initial purchasers and financial institutions to manage pricing of notes. The initial strike price of the warrant transactions is $84.82 per share, a 100% premium over the stock price on November 19, 2024.

Concurrently, Omnicell priced new notes in an offering while negotiating with specific holders of 2025 notes to repurchase $400.0 million in principal amount for $391.2 million in cash, including interest. This was done through initial purchasers and affiliates, and does not affect the offering of new notes.