FRAMINGHAM, Mass. and SYDNEY, Dec. 15, 2010
/PRNewswire-FirstCall/ — HeartWare International, Inc.
(Nasdaq: HTWR, ASX: HIN) (“HeartWare”) announced today the
completion of a public offering of $143.75 million principal amount
of convertible senior notes due 2017 (the “notes”), pursuant to an
effective shelf registration statement filed with the Securities
and Exchange Commission (“SEC”) on December 9, 2010. This
amount includes $18.75 million aggregate principal amount of notes
sold pursuant to the underwriters’ exercise in full of their option
to purchase an additional amount of the notes to cover
The notes will bear interest at a rate of 3.50% per annum and
will mature on December 15, 2017. The notes will be
convertible upon the occurrence of certain events and during
specified periods. Upon conversion, HeartWare will pay or
deliver, as the case may be, cash, shares of HeartWare’s common
stock or a combination thereof, at HeartWare’s option.
The initial conversion rate will be 10.0000 shares of common
stock per $1,000 principal amount of notes, which corresponds to an
initial conversion price of $100.00, representing a conversion
premium of approximately 23% based on the closing price of $81.31
on December 9, 2010. The conversion rate is subject to
adjustment from time to time upon the occurrence of certain events.
The Company also announced the completion of a concurrent public
offering of 1,000,000 shares of HeartWare’s common stock held by
Apple Tree Partners I, L.P., one of HeartWare’s existing
stockholders, at a price per share of $81.31 pursuant to an
effective shelf registration statement filed with the SEC on
December 9, 2010. This amount includes 100,000 additional
shares of common stock sold pursuant to the underwriters’ exercise
in full of their option to purchase additional shares of common
stock to cover over-allotments.
HeartWare intends to use the net proce