FRAMINGHAM, Mass., May 7, 2015 /PRNewswire/ -- HeartWare
International, Inc. (NASDAQ:HTWR), announced today that it has
entered into privately-negotiated, exchange and subscription
agreements with a limited number of holders of the Company's
outstanding 3.50% Convertible Senior Notes due 2017 ("2017
Notes"). Pursuant to the terms of these exchange and
subscription agreements, the Company will exchange $68 million aggregate principal amount of 2017
Notes (approximately 47% of the outstanding 2017 Notes) for
$79 million aggregate principal
amount of new 1.75% Convertible Senior Notes due 2021 ("2021
Notes"), plus accrued interest. In addition, the Company has
offered and sold to a limited number of qualified institutional
buyers (as defined in Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act")) an additional $69 million aggregate principal amount of the
2021 Notes for gross proceeds of approximately $66 million. Upon completion of this
exchange, approximately $76 million
aggregate principal amount of 2017 Notes will remain
outstanding. The issuance of the 2021 Notes is expected to
close on May 13, 2015, subject to
customary closing conditions.
The 2021 Notes will mature on December
15, 2021 and will bear interest at a rate of 1.75% per year,
payable semiannually in arrears on June
15 and December 15 of each
year, beginning on December 15,
2015.
Holders of the 2021 Notes may convert their 2021 Notes at their
option at any time prior to the close of business on the business
day immediately preceding June 15,
2021, only under certain limited circumstances. On or
after June 15, 2021 until the close
of business on the scheduled trading day immediately preceding the
maturity date, holders may convert their 2021 Notes at any time,
regardless of the circumstances. Upon conversion, the Company
will pay or deliver, as the case may be, cash, shares of its common
stock or a combination of cash and shares of its common stock, at
its election.
The initial conversion rate is 10 shares of the Company's common
stock per $1,000 principal amount of
notes (equivalent to an initial conversion price of $100.00 per share), subject to adjustment in
certain events. The initial conversion price represents a
30.5% premium over the closing sale price of the common stock on
May 6, 2015.
The Company may redeem for cash all or part of the 2021 Notes on
or after June 19, 2019 if the sale
price of its common stock exceeds 130% of the conversion price over
a specified valuation period prior to the notice of
redemption. The redemption price for the 2021 Notes will
equal 100% of the principal amount of the 2021 Notes being
redeemed, plus accrued interest to, but excluding, the redemption
date.
If the Company undergoes a fundamental change (as defined in the
indenture), holders of 2021 Notes may require the Company to
repurchase for cash all or part of their 2021 Notes at a repurchase
price equal to 100% of the principal amount of the 2021 Notes to be
repurchased, plus accrued and unpaid interest to, but excluding,
the fundamental change repurchase date.
The 2021 Notes, and any shares of common stock issuable upon
conversion of the 2021 Notes, have not been registered under the
Securities Act of 1933, or any state securities law. The
Company does not intend to file a shelf registration statement for
resale of the 2021 Notes, or the shares of common stock, if any,
issuable upon conversion thereof. Accordingly, the Company is
offering the 2021 Notes only to persons who are both accredited
investors (within the meaning of Rule 501 promulgated under the
Securities Act) and qualified institutional buyers (as defined in
Rule 144A under the Securities Act) in reliance on a private
placement exemption from registration under the Securities Act.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering would be unlawful.
About HeartWare International
HeartWare International develops and manufactures miniaturized
implantable heart pumps, or ventricular assist devices, to treat
patients suffering from advanced heart failure. The
HeartWare® Ventricular Assist System features the
HVAD® pump, a small full-support circulatory assist
device designed to be implanted next to the heart, avoiding the
abdominal surgery generally required to implant competing devices.
The HeartWare System is approved in the
United States for the intended use as a bridge to cardiac
transplantation in patients who are at risk of death from
refractory end-stage left ventricular heart failure, has received
CE Marking in the European Union and has been used to treat
patients in 42 countries. The device is also currently the subject
of a U.S. clinical trial for destination therapy. For additional
information, please visit the Company's website at
www.heartware.com.
HeartWare International, Inc. is a member of the Russell
2000®, and its securities are publicly traded on The
NASDAQ Stock Market.
Forward-Looking Statements
This announcement contains forward-looking statements that are
based on management's beliefs, assumptions and expectations and on
information currently available to management. All statements that
address operating performance, events or developments that we
expect or anticipate will occur in the future are forward-looking
statements, including without limitation our expectations with
respect to the 2017 Notes, the 2021 Notes and our common stock.
Management believes that these forward-looking statements are
reasonable as and when made. However, you should not place undue
reliance on forward-looking statements because they speak only as
of the date when made. HeartWare does not assume any obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except
as may be required by federal securities laws and the rules and
regulations of the Securities and Exchange Commission. HeartWare
may not actually achieve the plans, projections or expectations
disclosed in forward-looking statements, and actual results,
developments or events could differ materially from those disclosed
in the forward-looking statements. Forward-looking statements are
subject to a number of risks and uncertainties, including without
limitation those described in Part I, Item 1A. "Risk Factors" in
HeartWare's Annual Report on Form 10-K filed with the Securities
and Exchange Commission. HeartWare may update risk factors from
time to time in Part II, Item 1A "Risk Factors" in Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, or other filings
with the Securities and Exchange Commission.
HeartWare, HVAD and MVAD are registered trademarks of HeartWare,
Inc.
For further information:
Christopher Taylor
HeartWare International, Inc.
Email: ctaylor@heartware.com
Phone: +1 508 739 0864
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SOURCE HeartWare International, Inc.