LivaNova in $300 Million Offering, Related Capped Call Transactions, and Private Repurchase of Existing Notes

March 5, 2024

Cleary Gottlieb is representing LivaNova PLC (LivaNova) in its Rule 144A offering of $300 million aggregate principal amount of convertible senior notes due 2029 (and up to an additional $45 million aggregate principal amount of notes issued pursuant to the exercise in full of the initial purchasers’ option to purchase additional notes), a series of related capped call transactions, and concurrent private repurchase transactions in respect of its existing exchangeable senior notes and unwinding of the related existing capped call transactions.

The note offering launched on March 4, 2024, and priced on March 5, 2024. The note offering and capped call transactions will close on March 8, 2024. The private repurchases of existing exchangeable senior notes are expected to close on March 8, 2024.

Additionally, Cleary is representing LivaNova in negotiations with respect to an incremental facility amendment to its existing credit agreement, which LivaNova intends to enter into in order to increase the aggregate principal amount available to LivaNova under its revolving credit facility and decrease the margin under such facility.

LivaNova is a market-leading global medical technology company. The company designs, develops, manufactures, markets, and sells products and therapies that are consistent with LivaNova’s mission to provide hope for patients and their families through innovative medical technologies that deliver life-changing improvements.