By Rebecca Melvin
New York, Dec.10 - HeartWare International Inc. priced an upsized $125 million of seven-year convertible senior notes after the market close Thursday at par to yield 3.5% with an initial conversion premium of 23%, according to a news release.
The registered shelf offering priced at the rich end of coupon talk, which was 3.5% to 4%, but near the cheap end of 22.5% to 27.5% premium talk.
The registered notes have a 15%, or $18.75 million, greenshoe.
Concurrently, HeartWare stockholder Apple Tree Partners I, LP sold 900,000 shares of common stock at $81.31 under an effective shelf registration. The offering has a 100,000 share greenshoe.
HeartWare will not receive any proceeds from the common stock offering.
J.P. Morgan Securities LLC was the bookrunner for both offerings. Canaccord Genuity Inc., Lazard Capital Markets LLC and Wells Fargo Securities LLC were the co-managers.
Proceeds will be used for general corporate and working capital purposes, including, but not limited to, expansion of manufacturing capabilities and/or licensing of or investment in complementary products, technologies or businesses.
HeartWare is a medical device company located in Framingham, Mass., and Sydney, Australia.
| Issuer: | HeartWare International Inc.
|
| Issue: | Convertible senior notes
|
| Amount: | $125 million, upsized from $100 million
|
| Greenshoe: | $18.75 million, upsized from $15 million
|
| Concurrent offering: | 900,000 shares at $81.31 per share by selling stockholder
|
| Maturity: | Dec. 15, 2017
|
| Bookrunner: | J.P. Morgan Securities LLC
|
| Co-managers: | Canaccord Genuity Inc., Lazard Capital Markets LLC, Wells Fargo Securities LLC
|
| Coupon: | 3.5%
|
| Price: | Par
|
| Yield: | 3.5%
|
| Conversion premium: | 23%
|
| Conversion price: | $100
|
| Conversion ratio: | 10.0000 shares per bond
|
| Takeover protection: | Yes, via make-whole table
|
| Price talk: | 3.5%-4%, up 22.5%-27.5%
|
| Pricing date: | Dec. 9
|
| Settlement date: | Dec. 15
|
| Distribution: | Registered shelf
|
| Stock symbol: | Nasdaq: HTWR
|
| Stock reference price: | $81.31
|
| Market capitalization: | $39.9 billion
|
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