FRAMINGHAM, Mass. and SYDNEY, Dec. 10, 2010
/PRNewswire-FirstCall/ — HeartWare International, Inc. (Nasdaq:
HTWR, ASX: HIN) (“HeartWare”) announced today the pricing of a
public offering of $125 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”) yesterday. HeartWare announced today that
it increased its previously announced offering of convertible
senior notes due 2017 to $125 million in aggregate principal
amount. HeartWare also granted the underwriters an option to
purchase up to an additional $18.75 million principal amount of
convertible notes to cover over-allotments, if any.
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 pricing of a concurrent public
offering of 900,000 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
yesterday. Apple Tree Partners I, L.P. has also granted the
underwriters an option to purchase up to 100,000 additional shares
to cover over-allotments, if any.