Globus, NuVasive amend terms for $450 million 0.375% convertibles

By William Gullotti

Buffalo, N.Y., Sept. 1 – Globus Medical, Inc. and NuVasive, Inc. consummated their Feb. 8 agreement and plan of merger on Friday and subsequently entered into a supplemental indenture regarding NuVasive’s $450 million 0.375% five-year convertible notes issued March 2, 2020, according to an 8-K filing with the Securities and Exchange Commission.

The merger event does not constitute a fundamental change or a make-whole fundamental change, necessitating the supplemental indenture.

As a result, the Rule 144A convertibles are no longer convertible into cash or shares of NuVasive’s common stock, at the company’s option. Instead, the convertibles will be convertible into cash, shares of class A common stock of Globus or a combination, at the company’s option.

The initial conversion rate is equal to 8.0399 shares of Globus per $1,000 principal amount.

The call option remains subject to a 130% hurdle, except the pricing basis is based on the class A common stock of Globus instead of NuVasive’s common stock price.

Other terms remained unchanged, as the notes are still contingently convertible until Sept. 15, 2024 and putable upon a fundamental change. The coupon was likewise unchanged, as was the March 15, 2025 maturity date.

NuVasive is a San Diego-based medical devices company, which is now a wholly owned subsidiary of Globus. Globus develops, manufactures, and distributes musculoskeletal device solutions and is based in Audubon, Pa.

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