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Published on 8/11/2023 in the Prospect News Convertibles Daily.

New Issue: Shockwave Medical prices upsized $650 million five-year convertibles to yield 1%, up 30%

By Abigail W. Adams

Portland, Me., Aug. 11 – Shockwave Medical Inc. priced an upsized $650 million in five-year convertible notes after the market close on Thursday at par at the rich end of talk with a coupon of 1% and an initial conversion premium of 30%, according to a company news release and a market source.

Price talk was for a coupon of 1% to 1.5% and an initial conversion premium of 25% to 30%.

BofA Securities, Inc. was the sole bookrunner for the Rule 144A offering, which carries an upsized greenshoe of $100 million.

The initial size of the offering was $500 million with a greenshoe of $75 million.

The notes are non-callable until Aug. 20, 2026 and then subject to a 130% hurdle.

They are putable upon a fundamental change.

The notes will be settled in cash up to the principal amount with the remaining amount to be settled in cash, shares or a combination of both.

In connection with the offering, the company entered into capped call transactions with a cap price of $444.70, which represents a 100% premium over the last reported price of stock.

Net proceeds are expected to be $632.9 million or $730.4 million if the greenshoe is exercised in full.

Approximately $83.5 million of net proceeds will be used to cover the cost of the call spread with the remainder to be used for general corporate purposes which may include investments and acquisitions in other companies, products or technologies.

Shockwave Medical is a Santa Clara, Calif.-based medical device developer.

Issuer:Shockwave Medical Inc.
Securities:Convertible senior notes
Amount:$650 million
Greenshoe:$100 million
Maturity:Aug. 15, 2028
Bookrunners:BofA Securities, Inc.
Coupon:1%
Price:Par
Yield:1%
Conversion premium:30%
Conversion price:$289.06
Conversion rate:3.4595
Call options:Non-callable until Aug. 20, 2026 and then subject to a 130% hurdle
Put options:Upon a fundamental change
Pricing date:Aug. 10
Settlement date:Aug. 15
Distribution:Rule 144A
Talk:Coupon of 1% to 1.5% and an initial conversion premium of 25% to 30%
Stock symbol:Nasdaq: SWAV
Stock price:$222.35 at market close Aug. 10
Market capitalization:$8.17 billion

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