LONDON - LivaNova PLC (NASDAQ:LIVN), a leading medical technology company, announced its plans to offer $300 million of convertible senior notes due in 2029 to qualified institutional buyers, subject to market conditions. The private offering also includes an option for initial purchasers to buy up to an additional $45 million in notes within a 13-day period starting from the issue date.
The notes, which will be senior unsecured obligations of the company, will be convertible under certain conditions before December 15, 2028, and anytime thereafter until the maturity date of March 15, 2029. LivaNova will pay conversions in cash up to the principal amount and may deliver cash, shares, or a combination for the remainder, at its discretion.
LivaNova reserves the right to redeem the notes post-March 22, 2027, if their ordinary shares' sale price exceeds 130% of the conversion price for a specific period. The redemption price will be the full principal amount plus accrued interest. Tax-related events may also trigger redemptions.
The interest rate, conversion rate, and other terms will be determined at the offering's pricing. In conjunction with the pricing, LivaNova plans to enter into capped call transactions to minimize dilution from the conversion of notes and offset cash payments exceeding the principal amount, subject to a cap.
The offering's net proceeds are intended to fund the capped call transactions, repurchase a portion of LivaNova USA, Inc.'s 3.00% Cash Exchangeable Senior Notes due 2025, and for general corporate purposes if funds remain.
LivaNova also mentioned ongoing negotiations to amend its existing credit agreement, aiming to increase its revolving credit facility's principal amount and reduce the margin.
It is important to note that this press release is based on a press release statement and that the notes will not be registered under the Securities Act or the securities laws of any other jurisdiction, and will not be offered or sold in the United States except through an exemption from registration requirements. The notes are intended to be listed on The International Stock Exchange in Guernsey.
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