LivaNova Announces Proposed Private Offering of $300 Million of Convertible Senior Notes - Seite 2

The interest rate, conversion rate and other terms of the notes are to be determined upon pricing of the offering.

In connection with the pricing of the notes, LivaNova expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers in the notes offering or their respective affiliates and/or other financial institutions (the “option counterparties”) having an expiration date that is the same as the maturity date of the notes. The capped call transactions would cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of LivaNova’s ordinary shares underlying the notes and are expected generally to compensate (through the payment of cash to LivaNova) for potential dilution to LivaNova’s ordinary shares upon conversion of the notes and to offset any cash payments made in excess of the principal amount of converted notes in the event that the market price per ordinary share, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, with such compensation and/or offset being subject to a cap. If the initial purchasers of the notes exercise their option to purchase additional notes, LivaNova expects to enter into additional capped call transactions with the option counterparties.

LivaNova expects that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates will purchase LivaNova’s ordinary shares and/or enter into various derivative transactions with respect to LivaNova’s ordinary shares concurrently with or shortly after the pricing of the notes. This activity could increase, or reduce the size of any decrease in, the market price of the ordinary shares or the notes at that time. In addition, LivaNova expects that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to LivaNova’s ordinary shares and/or by purchasing or selling ordinary shares or other securities of LivaNova in secondary market transactions following the pricing of the notes and prior to the maturity of the notes and are likely to do so (x) during the observation period related to conversions of notes on or after December 15, 2028, (y) during any observation period related to a conversion of notes prior to the close of business on the business day immediately preceding December 15, 2028, if LivaNova elects to unwind a corresponding portion of the capped call transactions in connection with such conversion and (z) following any repurchase of notes by LivaNova if LivaNova elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase. This activity could also cause or avoid an increase or a decrease in the market price of LivaNova’s ordinary shares or the notes, which could affect the ability of noteholders to convert their notes and, to the extent the activity occurs following conversion or during any observation period related to a conversion of the notes, it could affect the amount and value of the consideration that noteholders will receive upon conversion of their notes.