By Abigail W. Adams
Portland, Me., March 6 – LivaNova plc priced $300 million of five-year convertible notes after the market close on Tuesday at par with a coupon of 2.5% and an initial conversion premium of 32.5%, according to a company news release.
Pricing came at the midpoint of talk for a coupon of 2.25% to 2.75% and at the rich end of talk for an initial conversion premium of 27.5% to 32.5%, according to a market source.
Goldman Sachs & Co. LLC, Barclays and BofA Securities Inc. were bookrunners for the Rule 144A offering, which carries a greenshoe of $45 million.
The notes are non-callable until March 22, 2027 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
The notes will be settled in cash up to the principal amount with any remaining amounts to be settled in cash, shares or a combination of both at the company’s option.
In connection with the offering, the company entered into capped call transactions with a cap price of $94.2840, which represents a premium of 80% over the last reported sales price of stock.
LivaNova subsidiary LivaNova USA Inc. entered into privately negotiated exchange agreements to repurchase $230 million in principal of its outstanding 3% cash exchangeable senior notes due 2025 for $270.5 million.
Net proceeds are expected to be $289.3 million or will be $333 million if the greenshoe is exercised in full.
Proceeds will be used to cover the cost of the call spread, to fund the repurchase of the 3% exchangeable notes due 2025 and for general corporate purposes.
LivaNova is a London-based medical technology company.
| Issuer: | LivaNova plc
|
| Amount: | $300 million
|
| Greenshoe: | $45 million
|
| Issue: | Convertible senior notes
|
| Maturity: | March 15, 2029
|
| Bookrunners: | Goldman Sachs & Co. LLC, Barclays and BofA Securities Inc.
|
| Coupon: | 2.5%
|
| Price: | Par
|
| Yield: | 2.5%
|
| Conversion premium: | 32.5%
|
| Conversion price: | $69.40
|
| Conversion rate: | 14.4085
|
| Call options: | Non-callable until March 22, 2027 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | March 5
|
| Settlement date: | March 8
|
| Distribution: | Rule 144A
|
| Talk: | Coupon of 2.25% to 2.75% and initial conversion premium of 27.5% to 32.5%
|
| Stock symbol: | Nasdaq: LIVN
|
| Stock price: | $52.38
|
| Market capitalization: | $2.83 billion
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