LivaNova PLC Files 8-K

TL;DR

LivaNova filed a routine 8-K, no major news.

AI Summary

LivaNova PLC filed an 8-K on March 4, 2024, to report information under Regulation FD and to file financial statements and exhibits. The filing does not contain specific financial details or material events beyond the standard reporting requirements for this form type.

Why It Matters

This 8-K filing indicates LivaNova PLC is fulfilling its regulatory reporting obligations with the SEC, which is standard practice for publicly traded companies.

Risk Assessment

Risk Level: low — The filing is a standard 8-K for regulatory disclosure and does not contain any new material information that would indicate increased risk.

Key Players & Entities

• LivaNova PLC (company) — Registrant
• Sand Holdco Plc (company) — Former Company Name
• Sand Holdco Ltd (company) — Former Company Name

FAQ

Key Financial Figures

• $300 million — Nova") announced a proposed offering of $300 million aggregate principal amount of convertib
• $45 million — option to purchase up to an additional $45 million principal amount of the Notes. The No

Filing Documents

• livn-20240304.htm (8-K) — 30KB
• march42024pressrelease-ref.htm (EX-99.1) — 25KB
• downloada03.jpg (GRAPHIC) — 25KB
• livn-20240304_g1.jpg (GRAPHIC) — 7KB
• 0001639691-24-000027.txt ( ) — 244KB
• livn-20240304.xsd (EX-101.SCH) — 2KB
• livn-20240304_lab.xml (EX-101.LAB) — 24KB
• livn-20240304_pre.xml (EX-101.PRE) — 13KB
• livn-20240304_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Proposed Convertible Notes Offering On March 4, 2024, LivaNova PLC ("LivaNova") announced a proposed offering of $300 million aggregate principal amount of convertible senior notes due 2029 (the "Notes"), subject to market and other conditions. The Notes are proposed to be sold to several initial purchasers (the "Initial Purchasers") for resale by the Initial Purchasers only to persons reasonably believed to be qualified institutional buyers. In connection with the offering, LivaNova granted the Initial Purchasers an option to purchase up to an additional $45 million principal amount of the Notes. The Notes and LivaNova's ordinary shares, if any, deliverable upon conversion of the Notes, have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any other jurisdiction. They may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are not historical facts but are based on certain assumptions of management and describe LivaNova's future plans, strategies and expectations. Forward-looking statements can generally be identified by the use of forward-looking terminology, including, but not limited to, "may," "could," "seek," "guidance," "predict," "potential," "likely," "believe," "will," "expect," "anticipate," "estimate," "plan," "intend," "forecast," or variations of these terms and similar expressions, or the negative of these terms or similar expressions. Forward-looking statements contained in this Current Report on Form 8-K are based on information presently available to LivaNova and assumptions that LivaNova believes to be reasonable, but are inherently uncertain. As a result, LivaNova's actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements, which are not guarantees of future performance or actions that may be taken by LivaNova and involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond LivaNova's control. You should carefully consider the risks and uncertainties that affect LivaNova, including those described in the "Risk Factors" section of LivaNova's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the SEC by LivaNova. We caution you not to place undue reliance on any forward-looking statements, which are made only as of the date of this Current Report on Form 8-K. LivaNova does not undertake or assume any obligation to update publicly any of the forward-looking statements to reflect actual results, new informatio

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Description 99.1 Press Release of LivaNova PLC dated March 4, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LivaNova PLC Date: March 4, 2024 By: /s/ Michael Hutchinson Name: Michael Hutchinson Title: SVP, Company Secretary & Chief Legal Officer