aibioCONMED agrees to buy back 2.250% convertible notes due 2027 for cash
Tickers CNMD
CONMED will repurchase its 2.250% convertible notes due 2027 for cash under a purchase agreement dated June 3, 2026, with closing set for June 15, 2026. The principal and cash amounts sit in an exhibit the filing does not show.
Key facts
- Company
- CONMED Corp (NYSE: CNMD)
- News type
- Debt Financing
- Primary source
- CONMED Corp 8-K (2026-06-04)
The purchase agreement
CONMED Corporation (CNMD), a Delaware corporation, entered into purchase agreements as of June 3, 2026 with holders of its 2.250% Convertible Notes due 2027. The exhibit filed is the form of agreement, and it leaves the holder's name blank, so no specific holder is named.
The principal amount each holder sells and the cash it receives are set out on Exhibit A, which the filed form does not fill in. The form therefore does not say how much of the notes the company is buying or what it pays.
Closing mechanics
Closing is set for June 15, 2026, or a later date the parties agree in writing, once the conditions in Section 4.1 are satisfied or waived. At closing each holder must deliver its notes free of liens, using a one-sided Deposit/Withdrawal at Custodian process.
If closing is delayed, the company makes no separate cash payment for interest accrued and unpaid from the closing date. Those amounts are treated as paid through the cash consideration. Once that cash is paid, the company's obligations to the holder under the notes are satisfied in full, so the holder gives up any remaining claim under them. The company alone decides, in its sole discretion, whether the notes are validly accepted, and the form calls that decision final and binding.
Each holder represents that it has good, valid and marketable title to its notes, free of liens. The one exception is a pledge in favor of a prime broker under its prime brokerage agreement, which must be terminated before closing.
What holders must accept
The form has the holders acknowledge that they read the company's SEC filings, had a full opportunity to ask the company questions and could consult their own advisors. They state that they can fend for themselves, that the terms came from bilateral negotiations, that neither the company nor its advisor pressured them, and that the company is not their fiduciary or financial adviser.
The undersigned and each holder represent that they are institutional accredited investors and qualified institutional buyers. The agreement is governed by New York law. The company must file an 8-K or issue a press release by 9:00 a.m. New York City time on the first business day after the date, disclosing any material non-public information it gave holders in a confidential wall cross email. Holders also agree not to disclose information about the company or the transactions. They agree not to trade in any company securities, including hedging, from first contact until the confidential information has been made public.
Who is named
J. Wood Capital Advisors LLC is the only advisor the form names as acting for the company. The form says the company intends to pay it a fee in respect of the transactions, and gives no amount. It names no placement agent or dealer manager. Skadden, Arps, Slate, Meagher & Flom LLP is named as the company's counsel for notices under the agreement.
Results and cash
The annual report, filed February 17, 2026, shows revenue of $1.37 billion in 2025, up from $1.31 billion in 2024. Research and development expense was $55.9 million in 2025, up from $54.4 million in 2024.
Net income fell to $47.1 million in 2025 from $132.4 million in 2024. The annual report figures cited here do not explain the drop. Cash provided by operations was $170.7 million in 2025 and $167.0 million in 2024. The company is retiring convertible debt early after net income fell. The agreement does not identify where the repurchase cash will come from, even though operating cash flow was positive in both years. The figures give no cash balance dated before the agreement, so the company's cash after the repurchase is not shown.
What the filing leaves open
Neither the form of agreement nor the financial figures say why the company is retiring the notes early or how the cash will be funded. The form also gives no reason holders agreed to sell, and it does not show whether the price paid is above or below face value.