LivaNova PLC (Nasdaq: LIVN), a market-leading medical technology
company, today announced the pricing of $300 million aggregate
principal amount of 2.50% convertible senior notes due 2029 (the
“notes”) to be issued in a private offering only to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”). In addition, LivaNova has 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 $45 million aggregate principal
amount of the notes. The sale of the notes to the initial
purchasers is expected to settle on March 8, 2024, subject to
customary closing conditions, and is expected to result in
approximately $289.3 million in net proceeds to LivaNova after
deducting the initial purchasers’ discount and estimated offering
expenses payable by LivaNova (or $333.0 million if the initial
purchasers’ option to purchase additional notes is exercised in
full).
The notes will be senior, unsecured obligations of LivaNova. The
notes will bear interest at a rate of 2.50% per year and interest
will be payable semiannually in arrears on March 15 and September
15 of each year, beginning on September 15, 2024.
Prior to December 15, 2028, the notes will be convertible only
upon satisfaction of certain conditions. On or after December 15,
2028 until the close of business on the second scheduled trading
day immediately preceding the maturity date, the notes may be
converted at any time. LivaNova will satisfy any conversion of
notes by paying cash up to the aggregate principal amount of such
notes being converted and paying or delivering, as the case may be,
cash, ordinary shares of LivaNova, or a combination of cash and
ordinary shares, at LivaNova’s election, in respect of the
remainder, if any, of LivaNova’s conversion obligation in excess of
the aggregate principal amount of such notes being converted. The
initial conversion rate for the notes is 14.4085 ordinary shares
per $1,000 principal amount of notes (equivalent to an initial
conversion price of approximately $69.40 per share, which
represents a conversion premium of approximately 32.5% to the last
reported sale price of the ordinary shares on the Nasdaq Global
Select Market on March 5, 2024).
The notes will mature on March 15, 2029, unless earlier
converted, redeemed or repurchased. LivaNova may redeem the notes
at its option, on or after March 22, 2027, in whole or in part, if
the last reported sale price of LivaNova’s ordinary shares has been
at least 130% of the conversion price then in effect for at least
20 trading days (whether or not consecutive) during any 30
consecutive trading day period (including the last trading day of
such period) ending on, and including, the trading day immediately
preceding the date on which LivaNova provides notice of redemption.
The redemption price will be equal to 100% of the principal amount
of the notes to be redeemed, plus accrued and unpaid interest, if
any, to, but excluding, the redemption date. LivaNova may also
redeem the notes at its option, at any time, in whole but not in
part, upon the occurrence of certain tax-related events.
In connection with the pricing of the notes, LivaNova entered
into privately negotiated capped call transactions with certain of
the initial purchasers in the notes offering or their respective
affiliates and certain other financial institutions (the “option
counterparties”) having an expiration date that is the same as the
maturity date of the notes. The capped call transactions will
cover, subject to anti-dilution adjustments substantially similar
to those applicable to the notes, the number of LivaNova’s ordinary
shares underlying the notes and are expected generally to
compensate (through the payment of cash to LivaNova) for potential
dilution to LivaNova’s ordinary shares upon conversion of the notes
and to offset any cash payments LivaNova is required to make in
excess of the principal amount of converted notes in the event that
the market price per ordinary share, as measured under the terms of
the capped call transactions, is greater than the strike price of
the capped call transactions, with such compensation and/or offset
being subject to a cap. The cap price of the capped call
transactions will initially be $94.2840 per share, which represents
a premium of 80% over the last reported sale price of the ordinary
shares of $52.38 per share on the Nasdaq Global Select Market on
March 5, 2024. If the initial purchasers of the notes exercise
their option to purchase additional notes, LivaNova expects to
enter into additional capped call transactions with the option
counterparties.
LivaNova expects that, in connection with establishing their
initial hedges of the capped call transactions, the option
counterparties or their respective affiliates will purchase
LivaNova’s ordinary shares and/or enter into various derivative
transactions with respect to LivaNova’s ordinary shares
concurrently with or shortly after the pricing of the notes. This
activity could increase, or reduce the size of any decrease in, the
market price of the ordinary shares or the notes at that time. In
addition, LivaNova expects that the option counterparties or their
respective affiliates may modify their hedge positions by entering
into or unwinding various derivatives with respect to LivaNova’s
ordinary shares and/or by purchasing or selling ordinary shares or
other securities of LivaNova in secondary market transactions
following the pricing of the notes and prior to the maturity of the
notes and are likely to do so (x) during the observation period
related to conversions of notes on or after December 15, 2028, (y)
during any observation period related to a conversion of notes
prior to the close of business on the business day immediately
preceding December 15, 2028, if LivaNova elects to unwind a
corresponding portion of the capped call transactions in connection
with such conversion and (z) following any repurchase of notes by
LivaNova if LivaNova elects to unwind a corresponding portion of
the capped call transactions in connection with such repurchase.
This activity could also cause or avoid an increase or a decrease
in the market price of LivaNova’s ordinary shares or the notes,
which could affect the ability of noteholders to convert their
notes and, to the extent the activity occurs following conversion
or during any observation period related to a conversion of the
notes, it could affect the amount and value of the consideration
that noteholders will receive upon conversion of their notes.
Additionally, LivaNova’s wholly-owned U.S. subsidiary, LivaNova
USA, Inc., expects to enter into separate and individually
negotiated transactions with certain holders of its 3.00% Cash
Exchangeable Senior Notes due 2025 (the “cash exchangeable senior
notes”) to repurchase $230.0 million aggregate principal amount of
the cash exchangeable senior notes for an aggregate cash amount of
$270.5 million (including accrued and unpaid interest) (the “note
repurchases”). The cash exchangeable senior notes were issued by
LivaNova USA, Inc. and are guaranteed by LivaNova. The terms of any
such note repurchases are anticipated to be individually negotiated
with each holder of the cash exchangeable senior notes and will
depend on several factors, including the market price of LivaNova’s
ordinary shares and the trading price of the cash exchangeable
senior notes at the time of each such note repurchase. No assurance
can be given as to how much, if any, of the cash exchangeable
senior notes will be repurchased or the terms on which they will be
repurchased. LivaNova USA, Inc. intends to negotiate the note
repurchases through one of the initial purchasers and/or its
affiliate who would repurchase any such cash exchangeable senior
notes from holders and resell them to LivaNova USA, Inc. on or
about the closing date of this offering.
LivaNova expects that holders of the cash exchangeable senior
notes that sell their cash exchangeable senior notes to LivaNova
USA, Inc. as described above and that have hedged their equity
price risk with respect to such cash exchangeable senior notes may
enter into or unwind various derivatives with respect to LivaNova’s
ordinary shares (including entering into derivatives with one or
more of the initial purchasers in this offering or their respective
affiliates) and/or purchase ordinary shares concurrently with or
shortly after the pricing of the notes. This activity could
increase, or reduce the size of any decrease in, the market price
of LivaNova’s ordinary shares.
In connection with the issuance of the cash exchangeable senior
notes, LivaNova USA, Inc. entered into capped call transactions
with certain financial institutions. To the extent LivaNova USA,
Inc. effects any note repurchases, it intends to enter into
agreements with those financial institutions to terminate a portion
of those capped call transactions in a notional amount
corresponding to the amount of cash exchangeable senior notes
repurchased. In connection with any such termination of any of the
existing capped call transactions and the related unwinding of the
existing hedge positions of the counterparties to those capped call
transactions, those counterparties and/or their respective
affiliates may unwind various derivatives with respect to
LivaNova’s ordinary shares and/or sell ordinary shares concurrently
with or shortly after pricing of the notes. This activity could
decrease, or reduce the size of any increase in, the market price
of LivaNova’s ordinary shares at that time and could decrease, or
reduce the size of any increase in, the market value of the
notes.
The note repurchases and the unwind of the existing capped call
transactions described above, and the potential related market
activities by holders of the cash exchangeable senior notes
participating in the note repurchases and by the financial
institutions party to the capped call transactions, could increase,
or reduce the size of any decrease in, or decrease, or reduce the
size of any increase in, the market price of LivaNova’s ordinary
shares, which may affect the trading price of the notes being
offered and may have affected the initial conversion price of the
notes. LivaNova cannot predict the magnitude of such market
activity or the overall effect it will have on the price of the
notes being offered or LivaNova’s ordinary shares.
LivaNova expects to use the net proceeds of the offering and the
unwind of the existing capped call transactions, after fees,
discounts, commissions and other offering expenses, (i) to pay the
cost of the capped call transactions described above, (ii) to pay
the cost of the note repurchases described above and (iii) to the
extent LivaNova has remaining proceeds after satisfying the
foregoing, for general corporate purposes.
The notes were only offered to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The notes have not been, nor will they be,
registered under the Securities Act or the securities laws of any
other jurisdiction, and unless so registered, they may not be
offered or sold in the United States except pursuant to an
applicable exemption from such registration requirements. LivaNova
will apply for the listing of the notes on The International Stock
Exchange in Guernsey.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any offer or
sale of, the notes in any state or jurisdiction in which the offer,
solicitation or sale of the notes would be unlawful prior to the
registration or qualification thereof under the securities laws of
any such state or jurisdiction. This press release does not
constitute an offer or solicitation to participate in any note
repurchase.
This press release and any other documents or materials relating
to the offering are for distribution (a) within the European
Economic Area only to persons who are Qualified Investors as
defined in Article 2(e) of Regulation (EU) 2017/1129; and (b)
within the United Kingdom only to persons who are Qualified
Investors as defined in Article 2(e) of Regulation (EU) 2017/1129
as it forms part of the domestic law of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018, as amended, and
who are (i) investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the Order), (ii) high-net-worth companies,
unincorporated associations and partnerships and trustees of
high-value trusts as described in Article 49(2)(a) to (d) of the
Order or (iii) other persons to whom they may otherwise lawfully be
communicated (all such persons in (a) and (b) together being
referred to as Relevant Persons). In the European Economic Area and
the United Kingdom, the notes are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire such notes will be engaged in only with, Relevant Persons.
In the European Economic Area and the United Kingdom, any person
who is not a Relevant Person should not act or rely on this press
release or any of its contents or any such other document or
materials.
About LivaNova
LivaNova PLC is a global medical technology company built on
nearly five decades of experience and a relentless commitment to
provide hope for patients and their families through medical
technologies, delivering life-changing improvements for both the
Head and Heart. Headquartered in London, LivaNova employs
approximately 2,900 employees and has a presence in more than 100
countries for the benefit of patients, healthcare professionals and
healthcare systems worldwide.
Safe Harbor Statement
This news release contains “forward-looking statements”
concerning LivaNova’s goals, beliefs, expectations, strategies,
objectives, plans and underlying assumptions and other statements
that are not necessarily based on historical facts. These
statements include, but are not limited to, statements regarding
the potential notes offering, capped call transactions, repurchases
of the cash exchangeable senior notes, and unwind of the existing
capped call transactions, the potential terms thereof, and the use
of any proceeds if the notes offering is successful. Actual results
may differ materially from those indicated in LivaNova’s
forward-looking statements as a result of various factors,
including those factors set forth in Item 1A of LivaNova’s Annual
Report on Form 10-K for the year ended December 31, 2023, as
supplemented by any risk factors contained in LivaNova’s Current
Reports on Form 8-K. We undertake no obligation to update the
information contained in this press release to reflect subsequently
occurring events or circumstances.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240305886036/en/
LivaNova Investor Relations and Media Contacts
+1 281-895-2382 Briana Gotlin Director, Investor
Relations InvestorRelations@livanova.com Deanna Wilke VP,
Corporate Communications Corporate.Communications@livanova.com
LivaNova (NASDAQ:LIVN)
Historical Stock Chart
From Apr 2024 to May 2024
LivaNova (NASDAQ:LIVN)
Historical Stock Chart
From May 2023 to May 2024