Livanova PLC (NASDAQ: LIVN) has recently announced the pricing of a private offering of $300 million of 2.50% convertible senior notes due 2029. This offering 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 the company. There is also an option for the initial purchasers of the notes to buy up to an additional $45 million aggregate principal amount of the notes.
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. 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.
Furthermore, Livanova has entered into privately negotiated capped call transactions with certain initial purchasers in the notes offering. The capped call transactions will cover the number of Livanova’s ordinary shares underlying the notes and are expected to compensate for potential dilution to Livanova’s ordinary shares upon conversion of the notes.
In addition to the offering of the notes, 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 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).
Livanova expects to use the net proceeds of the offering and the unwind of the existing capped call transactions for general corporate purposes.
It's important to note that the notes have not been, nor will they be, registered under the Securities Act or the securities laws of any other jurisdiction.
Livanova, headquartered in London, is a global medical technology company with approximately 2,900 employees and a presence in more than 100 countries for the benefit of patients, healthcare professionals, and healthcare systems worldwide.
As a result of these announcements, the company's shares have moved 1.9% on the market, and are now trading at a price of $53.38. Check out the company's full 8-K submission here.
