TLANTA– Mirion Technologies, Inc. (“Mirion,” “we” or the “company”) (NYSE: MIR), a global provider of radiation detection, measurement, analysis and monitoring solutions to the medical, nuclear, defense, and research end markets, today announced that it has agreed to sell $150 million of shares of Class A common stock to certain funds and accounts advised by T. Rowe Price Investment Management, Inc. (“T. Rowe Price”), a global investment management organization.
T. Rowe Price funds and accounts will acquire 17,142,857 registered shares of Mirion stock at $8.75 per share, the closing price of the company’s Class A common stock on the New York Stock Exchange on February 17, 2023. The transaction is expected to close on Thursday, February 23, 2023, subject to customary closing conditions. Mirion intends to use approximately $125 million to pay down debt, while the remaining funds of approximately $25 million (before transaction expenses) are anticipated to be used to fund organic and inorganic growth opportunities.
Thomas Logan, Mirion’s Chief Executive Officer said, “We are pleased to welcome T. Rowe Price Investment Management as a major shareholder in Mirion. This strategic investment will enable us to immediately strengthen our balance sheet through debt reduction. We expect the combined benefit of debt reduction and decreased interest expense to improve our net leverage ratio to approximately 3.1x by the end of 2023.”
The sale of shares will be made pursuant to a shelf registration statement declared effective by the Securities and Exchange Commission (the “SEC”) on November 28, 2022. A prospectus supplement and accompanying prospectus relating to the placement will be filed with the SEC in connection with the transaction. Copies of these documents, as and when available, may be obtained, free of charge, at the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Updated 2023 Guidance
Mirion is updating its adjusted free cash flow guidance, which was previously provided on February 14, 2023, as a result of the investment and the related repayment of indebtedness. The company now expects adjusted free cash flow of $58 million – $78 million for 2023, driven by lower interest expense.
Additionally, other updated guidance assumptions include the following:
- Net interest expense of approximately $60 million (approximately $56 million of cash interest).
- Approximately 197 million shares of Class A common stock outstanding, excluding Class B shares, warrants, and profits interests.1
The company’s guidance contains forward-looking statements and actual results may differ materially as a result of known and unknown uncertainties and risks, including those set forth below under the heading “Forward-Looking Statements.” In addition, forward-looking non-GAAP financial measures are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in projecting and quantifying the various adjusting items necessary for such reconciliations, such as stock-based compensation expense, amortization and depreciation expense and purchase accounting adjustments, that have not yet occurred, are out of Mirion’s control, or cannot be reasonably predicted. Accordingly, reconciliations of our guidance for adjusted revenue, organic adjusted revenue adjusted EBITDA, adjusted EPS and adjusted free cash flow are not available without unreasonable effort.
