Medtronic unit HeartWare offers to buy back 3.5%, 1.75% convertibles

By Susanna Moon

Chicago, Aug. 26 – Medtronic plc said indirect wholly owned subsidiary HeartWare International, Inc. is offering to repurchase its 3.5% convertible senior notes due 2017 and 1.75% convertible senior notes due 2021.

The repurchase offer is in connection with Medtronic’s acquisition of the company on Aug. 23, which constituted a fundamental change and a make-whole fundamental change under the note terms, according to a company announcement.

Under the note terms, holders may put the notes at par plus accrued interest to but excluding the repurchase date of Sept. 27, 2016.

Holders may exercise their fundamental change repurchase right before 5 p.m. ET on Sept. 26.

The notes are convertible until 5 p.m. ET on Sept. 27 at a conversion rate of 10.0 for each of the 2017 notes and the 2021 notes, multiplied by $58.00, which is the merger payment. As a result, holders will receive $580.00 in cash per $1,000 principal amount of 2017 notes or 2021 notes.

The tender agent, paying agent and conversion agent is Wilmington Trust, NA (fax 612 217-5651). The information agent is Proxy Advisory Group, LLC (844 583-6337 or 844 5-tender).

Medtronic is a medical technology company based in Dublin.

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