LivaNova Announces Proposed Private Offering of $300 Million of Convertible Senior Notes - Seite 3

LivaNova’s wholly-owned U.S. subsidiary, LivaNova USA, Inc., is also considering entering into one or more separate and individually negotiated transactions with one or more holders of its 3.00% Cash Exchangeable Senior Notes due 2025 (the “cash exchangeable senior notes”) to repurchase for cash a portion of the cash exchangeable senior notes on terms to be negotiated separately with each holder (each, a “note repurchase”). The cash exchangeable senior notes were issued by LivaNova USA, Inc. and are guaranteed by LivaNova. Any terms of each note repurchase are anticipated to be individually negotiated with each holder of the cash exchangeable senior notes and will depend on several factors, including the market price of LivaNova’s ordinary shares and the trading price of the cash exchangeable senior notes at the time of each such note repurchase. No assurance can be given as to how much, if any, of the cash exchangeable senior notes will be repurchased or the terms on which they will be repurchased. LivaNova USA, Inc. intends to negotiate the note repurchases through one of the initial purchasers and/or its affiliate who would repurchase any such cash exchangeable senior notes from holders and resell them to LivaNova USA, Inc. on or about the closing date of this offering.

LivaNova expects that holders of the cash exchangeable senior notes that sell their cash exchangeable senior notes to LivaNova USA, Inc. as described above and that have hedged their equity price risk with respect to such cash exchangeable senior notes may enter into or unwind various derivatives with respect to LivaNova’s ordinary shares (including entering into derivatives with one or more of the initial purchasers in this offering or their respective affiliates) and/or purchase 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 LivaNova’s ordinary shares, including concurrently with the pricing of the notes, resulting in a higher effective conversion price of the notes.

In connection with the issuance of the cash exchangeable senior notes, LivaNova USA, Inc. entered into capped call transactions with certain financial institutions. To the extent LivaNova USA, Inc. effects any note repurchases, it intends to enter into agreements with those financial institutions to terminate a portion of those capped call transactions in a notional amount corresponding to the amount of cash exchangeable senior notes repurchased. In connection with any such termination of any of the existing capped call transactions and the related unwinding of the existing hedge positions of LivaNova USA, Inc.’s counterparties to those capped call transactions, those counterparties and/or their respective affiliates may unwind various derivatives with respect to LivaNova’s ordinary shares and/or sell ordinary shares concurrently with or shortly after pricing of the notes. This activity could decrease, or reduce the size of any increase in, the market price of LivaNova’s ordinary shares at that time and could decrease, or reduce the size of any increase in, the market value of the notes.