Livongo Announces Proposed Offering of $400.0 Million of Convertible Senior Notes Due 2025
01 Junho 2020 - 7:46AM
Livongo Health, Inc. (“Livongo”) (Nasdaq: LVGO), the leading
Applied Health Signals company empowering people with chronic
conditions to live better and healthier lives, today announced that
it intends to offer $400.0 million aggregate principal amount of
its convertible senior notes due 2025 (the “notes”) in a private
offering to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the “Securities
Act”). Livongo also intends to grant the initial purchasers of the
notes a 13-day option to purchase up to an additional $60.0 million
aggregate principal amount of notes. The offering is subject to
market and other conditions, and there can be no assurance as to
whether or when the offering may be completed, or as to the actual
size or terms of the offering.
The notes will be general unsecured obligations
of Livongo and will accrue interest payable semiannually in
arrears. The notes will be convertible under certain circumstances
into cash, shares of Livongo’s common stock or a combination of
cash and shares of Livongo’s common stock, at Livongo’s election.
The interest rate, initial conversion rate, repurchase or
redemption rights and other terms of the notes will be determined
at the time of pricing of the offering.
Livongo intends to use a portion of the net
proceeds from the offering to pay the cost of the capped call
transactions described below. Livongo intends to use the remainder
of the net proceeds for general corporate purposes, including
working capital, business development, sales and marketing
activities and capital expenditures.
Further, in connection with the pricing of the
notes, Livongo expects to enter into privately negotiated capped
call transactions with one or more of the initial purchasers and/or
their respective affiliates and/or other financial institutions
(the “option counterparties”). The capped call transactions cover,
subject to customary adjustments, the number of shares of Livongo’s
common stock that will initially underlie the notes. The capped
call transactions are expected generally to offset the potential
dilution to Livongo’s common stock upon any conversion of notes,
with such reduction subject to a cap. If the initial purchasers
exercise their option to purchase additional notes, Livongo expects
to enter into additional capped call transactions with the option
counterparties.
In connection with establishing their initial
hedges of the capped call transactions, the option counterparties
or their respective affiliates may enter into various derivative
transactions with respect to Livongo’s common stock and/or purchase
shares of Livongo’s common stock concurrently with or shortly after
the pricing of the notes. This activity could increase (or reduce
the size of any decrease in) the market price of Livongo’s common
stock or the trading price of the notes at that time.
In addition, the option counterparties or their
respective affiliates may modify their hedge positions by entering
into or unwinding various derivatives with respect to Livongo’s
common stock and/or purchasing or selling Livongo’s common stock or
other securities of Livongo in secondary market transactions
following the pricing of the notes and prior to the maturity of the
notes (and are likely to do so on each exercise date for the capped
call transactions or following any termination of any portion of
the capped call transactions in connection with any repurchase,
redemption or early conversion of the notes). This activity could
also cause or avoid an increase or a decrease in the market price
of Livongo’s common stock or the notes, and to the extent the
activity occurs during any observation period related to a
conversion of notes, this could affect the number of shares and
value of the consideration that a noteholder will receive upon
conversion of its notes.
The notes will be offered to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act. Neither the notes, nor any shares of Livongo’s common
stock issuable upon conversion of the notes, have been registered
under the Securities Act or any state securities laws, and unless
so registered, may not be offered or sold in the United States
absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and other applicable securities laws.
This press release is neither an offer to sell
nor a solicitation of an offer to buy any securities, nor shall it
constitute an offer, solicitation or sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
About Livongo
Livongo empowers people with chronic conditions to live better
and healthier lives, beginning with diabetes and now including
hypertension, weight management, diabetes prevention, and
behavioral health. Livongo pioneered the category of Applied Health
Signals to offer Members clinically-based insights that focus on
the whole person and make it easier to stay healthy. Using its
AI+AI® engine, Livongo’s team of data scientists aggregate and
interpret substantial amounts of health data and information to
create actionable, personalized, and timely health signals
delivered to Livongo Members exactly when and where they need them.
The Livongo approach delivers better clinical and financial
outcomes while creating a different and better experience for
people with chronic conditions. Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Forward-looking statements generally relate to
future events. In some cases, you can identify forward looking
statements because they contain words such as “may,” “will,”
“should,” “expects,” “plans,” “anticipates,” “going to,” “could,”
“intends,” “target,” “projects,” “contemplates,” “believes,”
“estimates,” “predicts,” “potential” or “continue” or the negative
of these words or other similar terms or expressions that concern
Livongo’s expectations, strategy, priorities, plans or intentions.
Forward-looking statements in this release include, but are not
limited to, statements concerning the proposed terms of the notes,
capped call transactions and repurchase, redemption or early
conversion of the notes, exercise of the purchasers option to
purchase additional notes, and the anticipated use of proceeds from
the offering.Livongo’s expectations and beliefs regarding these
matters may not materialize, and actual results in future periods
are subject to risks and uncertainties that could cause actual
results to differ materially from those projected. The
forward-looking statements contained in this release are also
subject to other risks and uncertainties, including those more
fully described in Livongo’s filings with the Securities and
Exchange Commission, including Livongo’s Quarterly Report on Form
10-Q filed on May 7, 2020. The forward-looking statements in
this release are based on information available to Livongo as of
the date hereof, and Livongo disclaims any obligation to update any
forward-looking statements, except as required by
law.Investor Relations Contact:John
HallockInvestor-relations@livongo.com617-615-7712
Media Relations Contact:Jake
Mazankepress@livongo.com630-640-5253
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