LivaNova Announces Pricing of Private Offering of $300 Million of 2.50% Convertible Senior Notes Due 2029

LivaNova PLC (Nasdaq: LIVN), a market-leading medical technology company, today announced the pricing of $300 million aggregate principal amount of 2.50% convertible senior notes due 2029 (the “notes”) to be issued in a private offering only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In addition, LivaNova has granted the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $45 million aggregate principal amount of the notes. The sale of the notes to the initial purchasers is expected to settle on March 8, 2024, subject to customary closing conditions, and is expected to result in approximately $289.3 million in net proceeds to LivaNova after deducting the initial purchasers’ discount and estimated offering expenses payable by LivaNova (or $333.0 million if the initial purchasers’ option to purchase additional notes is exercised in full).

The notes will be senior, unsecured obligations of LivaNova. The notes will bear interest at a rate of 2.50% per year and interest will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2024.

Prior to December 15, 2028, the notes will be convertible only upon satisfaction of certain conditions. On or after December 15, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, the notes may be converted at any time. LivaNova will satisfy any conversion of notes by paying cash up to the aggregate principal amount of such notes being converted and paying or delivering, as the case may be, cash, ordinary shares of LivaNova, or a combination of cash and ordinary shares, at LivaNova’s election, in respect of the remainder, if any, of LivaNova’s conversion obligation in excess of the aggregate principal amount of such notes being converted. The initial conversion rate for the notes is 14.4085 ordinary shares per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $69.40 per share, which represents a conversion premium of approximately 32.5% to the last reported sale price of the ordinary shares on the Nasdaq Global Select Market on March 5, 2024).