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Published on 5/7/2015 in the Prospect News Convertibles Daily.

New Issue: HeartWare sells $148 million 1.75% 6.5-year convertibles, at discount, up 30.5%

By Rebecca Melvin

New York, May 7 – HeartWare International Inc. priced $148 million of 6.5-year convertible bonds with a 1.75% coupon and 30.5% initial conversion premium on Wednesday, according to a news release.

Part of the deal, or $79 million of it, was sold to holders of the company’s 3.5% convertibles due 2017. The company exchanged $68 million of the 2017 notes, or about 47% of the issue outstanding, for $79 million of the new notes.

In addition, the company sold to a limited number of institutional buyers under Rule 144A an additional $69 million of the 2021 notes for proceeds of about $66 million. The bonds were offered at a discounted price of 95.22.

Upon completion of the exchange, about $76 million of the 2017 notes will remain outstanding.

The new notes are non-callable until June 19, 2019 and then are provisionally callable if shares exceed 130% of the conversion price for a specified period.

J. Wood Capital Advisors LLC arranged the new issue and exchange offer.

HeartWare is a medical device company located in Framingham, Mass., and Sydney, Australia.

Issuer:HeartWare International Inc.
Issue:Convertible senior bonds
Amount:$148 million
Maturity:Dec. 15, 2021
Coupon:1.75%
Price:95.22, discount to par
Conversion premium:30.5%
Conversion price:$100.00
Call:Non-callable until June 19, 2019, then provisionally callable at a 130% hurdle
Pricing date:May 6
Settlement date:May 13
Arranger:J. Wood Capital Advisors LLC
Distribution:Rule 144A and privately negotiated
Stock listing:Nasdaq: HTWR
Stock reference price:$76.60, as of close May 6
Market capitalization:$1.28 billion

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