LivaNova Announces Pricing of Private Offering of $300 Million of 2.50% Convertible Senior Notes Due 2029 - Seite 2

The notes will mature on March 15, 2029, unless earlier converted, redeemed or repurchased. LivaNova may redeem the notes at its option, on or after March 22, 2027, in whole or in part, if the last reported sale price of LivaNova’s ordinary shares has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which LivaNova provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. LivaNova may also redeem the notes at its option, at any time, in whole but not in part, upon the occurrence of certain tax-related events.

In connection with the pricing of the notes, LivaNova entered into privately negotiated capped call transactions with certain of the initial purchasers in the notes offering or their respective affiliates and certain 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 will 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 LivaNova is required to make 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. The cap price of the capped call transactions will initially be $94.2840 per share, which represents a premium of 80% over the last reported sale price of the ordinary shares of $52.38 per share on the Nasdaq Global Select Market on March 5, 2024. 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.