Spectranetics Announces Fundamental Change, Make-Whole Adjustment Event, Share Exchange Event and Supplemental Indenture for ...
August 10 2017 - 1:06PM
The Spectranetics Corporation (NASDAQ:SPNC) (“the Company”), a
developer and manufacturer of single-use medical devices used in
minimally invasive procedures within the cardiovascular system,
today announced the occurrence of a Fundamental Change, Make-Whole
Adjustment Event and Share Exchange Event, and the execution and
delivery of a Second Supplemental Indenture, dated August 9, 2017,
with respect the Company’s 2.625% Convertible Senior Notes due 2034
(the “Notes”).
On August 9, 2017, the Company merged with a subsidiary of
Koninklijke Philips N.V. The merger constituted a Fundamental
Change, Make-Whole Adjustment Event and Share Exchange Event under
the First Supplemental Indenture, dated June 3, 2014, between the
Company and Wells Fargo Bank, National Association, as Trustee (the
“Trustee”), with respect to the Notes. The Effective Date of
the Fundamental Change, the Make-Whole Adjustment Event and the
Share Exchange Event was August 9, 2017.
As a result of the Fundamental Change and the Make-Whole
Adjustment Event, each holder of the Notes will have the right to
either require the Company to repurchase its Notes or,
alternatively, to surrender the Notes for conversion. For
more information, please see the Notice of Fundamental Change,
Make-Whole Adjustment Event and Share Exchange Event and
Supplemental Indenture at
http://www.spectranetics.com/investor-relations/.
As a result of the Share Exchange Event, the Company and the
Trustee entered into the Second Supplemental Indenture which
provides that, at and after the effective time of the Share
Exchange Event, holders of each $1,000 principal amount of Notes
will be entitled to convert their Notes into the cash that a holder
of a number of shares equal to the conversion rate immediately
prior to such Share Exchange Event would have been entitled to
receive upon such Share Exchange Event. Additionally, at and
after the effective time of the Share Exchange Event, any shares
that the Company would have been required to deliver upon
conversion of the Notes pursuant to the First Supplemental
Indenture shall instead be deliverable in cash in the amount that a
holder of that number of shares would have received in such Share
Exchange Event.
Upon the consummation of the merger, each share of common stock
of the Company was converted into the right to receive $38.50 in
cash, without interest, less any applicable withholding
taxes. Thus, any Notes that are surrendered for conversion
from August 9, 2017 to, and including, September 5, 2017 will be
converted into the right to receive an amount in cash equal to
$1,364.32 per $1,000 principal amount of Notes, based on a
conversion rate equal to 35.4368 shares per $1,000 principal amount
of Notes converted multiplied by $38.50 per share. Notes that
are surrendered for conversion before August 9, 2017 or after
September 5, 2017 will be converted into the right to receive an
amount in cash equal to $1,228.23 per $1,000 principal amount of
Notes, based on a conversion rate equal to 31.9020 shares per
$1,000 principal amount of Notes converted multiplied by $38.50 per
share. For more information, please see the Notice of
Fundamental Change, Make-Whole Adjustment Event and Share Exchange
Event and Supplemental Indenture at
http://www.spectranetics.com/investor-relations.
Investor Relations Contacts
Zach Stassen
Investor.relations@spnc.com
(719) 447-2292
Michaella Gallina
Investor.relations@spnc.com
(719) 447-2417
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