LivaNova PLC Files 8-K: Material Agreement, Equity Sales

Ticker: LIVN · Form: 8-K · Filed: 2024-03-08T00:00:00.000Z

Sentiment: neutral

Topics: material-agreement, equity-sale, financials

Related Tickers: LIVN

TL;DR

LivaNova dropped an 8-K: material agreement signed, equity sold, financials filed. Watch this space.

AI Summary

On March 8, 2024, LivaNova PLC entered into a material definitive agreement, likely related to financing or operations, as indicated by the filing of an 8-K. The company also reported on unregistered sales of equity securities and financial statements and exhibits, suggesting potential corporate actions or financial updates.

Why It Matters

This filing indicates significant corporate activity for LivaNova PLC, potentially impacting its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks and require careful investor scrutiny.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by LivaNova PLC on March 8, 2024?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.

What were the details of the unregistered sales of equity securities by LivaNova PLC?

The filing mentions unregistered sales of equity securities, but the specific number of shares, price, or recipients are not detailed in the provided text.

What financial statements and exhibits are included in this 8-K filing?

The filing states that financial statements and exhibits are included, but the specific content of these documents is not detailed in the provided text.

Has LivaNova PLC undergone any name changes recently?

The filing notes that LivaNova PLC was formerly known as Sand Holdco Plc (name change effective April 20, 2015) and Sand Holdco Ltd (name change effective April 15, 2015).

What is LivaNova PLC's primary business classification?

LivaNova PLC is classified under Standard Industrial Classification code 3845, which pertains to ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS.

Filing Stats: 2,409 words · 10 min read · ~8 pages · Grade level 13.3 · Accepted 2024-03-08 16:07:39

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indenture and Notes On March 8, 2024, LivaNova PLC ("LivaNova") issued $345 million aggregate principal amount of its 2.50% convertible senior notes due 2029 (the "Notes"), including $45 million aggregate principal amount issued pursuant to the exercise in full of the initial purchasers' option to purchase additional Notes. The Notes were issued pursuant to an indenture, dated as of March 8 , 2024 (the "Indenture"), between LivaNova and Citibank, N.A., as trustee. Additionally, on March 8 , 2024, LivaNova's wholly-owned subsidiary, LivaNova USA, Inc., entered into separate and individually negotiated transactions with certain holders of LivaNova USA, Inc.'s existing 3.00% Cash Exchangeable Senior Notes due 2025 (the "Cash Exchangeable Senior Notes"), issued by LivaNova USA, Inc. and guaranteed by LivaNova, to repurchase $230 million aggregate principal amount of the Cash Exchangeable Senior Notes for an aggregate cash amount of approximately $270.5 million (including accrued and unpaid interest) (the "Note Repurchases"). LivaNova received net proceeds from the offering of approximately $333.0 million, after deducting the initial purchasers' discount and estimated offering expenses payable by LivaNova. LivaNova used (1) approximately $31.6 million of the net proceeds of the offering to pay the cost of entering into capped call transactions described below, (2) approximately $270.5 million of the net proceeds of the offering to pay the purchase price for the Note Repurchases and (3) the remaining proceeds for general corporate purposes. The Notes are general senior unsecured obligations of LivaNova. The Notes will bear interest at a rate of 2.50% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2024. The Notes will mature on March 15, 2029, unless earlier repurchased, redeemed or converted in accordance with their terms. The initial conversion

03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant. See Item 1.01 above, which is incorporated by reference herein.

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. See Item 1.01 above, which is incorporated by reference herein. LivaNova offered and sold the Notes to the initial purchasers in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The initial purchasers offered and sold the Notes to qualified institutional investors pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Notes, the ordinary shares, if any, deliverable upon conversion of the Notes and the related guarantees have not been and will not be registered under 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. To the extent that any of LivaNova's ordinary shares are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of ordinary shares.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . No. Description 4.1 Indenture, dated as of March 8, 2024 (the "Indenture") between LivaNova PLC and Citibank, N.A., as trustee. 4.2 Form of Global Note, representing LivaNova's 2.50% convertible senior notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.1). 10.1 Form of Confirmation for Capped Call Transactions 10.2 Incremental Facility Amendment No. 3 to Credit Agreement, dated as of March 8, 2024, by and among LivaNova Plc, LivaNova USA, Inc., the Third Incremental Amendment Revolving Lenders, Goldman Sachs Bank USA, the Term Lenders parties hereto, the Issuing Banks, the Swingline Lenders and, for purposes of Sections 7 and 9 only, the other Loan Parties as of the date hereof. 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 8, 2024 By: /s/ Michael Hutchinson Name: Michael Hutchinson Title: SVP, Company Secretary & Chief Legal Officer

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